Marex Group plc (NASDAQ: MRX) outlines extensive risk factors in annual 20-F
Filing Impact
Filing Sentiment
Form Type
20-F
Marex Group plc, a U.K.-based financial services firm, has filed its annual Form 20‑F, reporting under IFRS Accounting Standards and listing 72,937,470 ordinary shares outstanding as of year end. The company’s ordinary shares, par value $0.001551, trade on the NASDAQ Global Select Market under the symbol MRX.
The report emphasizes extensive risk factors tied to commodity market volatility, geopolitical events, interest and foreign exchange rates, client and counterparty defaults, and global regulatory complexity. Marex highlights operational and cybersecurity risks, including past cyber incidents at key vendors, growing use of artificial intelligence tools, and exposure to cryptocurrencies through derivatives and structured products.
Additional risks include climate‑change impacts on commodity markets, intense competition, challenges in recruiting and retaining key brokers, litigation and arbitration exposure, dependence on exchange memberships and clearing infrastructure, and integration and due‑diligence risks from an acquisitive growth strategy. As a foreign private issuer, Marex follows less frequent U.S. reporting requirements and warns that identified material weaknesses in internal control over financial reporting could affect the reliability and timing of future financial statements.
Positive
- None.
Negative
- None.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F
(Mark One)
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
OR | |
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the fiscal year ended | |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
OR | |
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
Commission file number 001-42020
(Exact name of Registrant as specified in its charter)
Not Applicable
(Translation of Registrant’s name into English)
England and Wales
(Jurisdiction of incorporation or organization)
(212 ) 618-2800
(Address of principal executive offices)
Chief Financial Officer
Telephone: (212 ) 618-2800
Email: investors@marex.com
+44 2076 556000
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Securities registered or to be registered pursuant to Section 12(g) of the Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
Indicate the number of outstanding shares of each of the issuer’s classes of capital stock or common stock as of the close of
the period covered by the annual report. 72,937,470 ordinary shares.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934.
Yes ☐ No ☒
Note—Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 from their obligations under those Sections.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted
pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging
growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the
Exchange Act.
☒ | Non-accelerated filer | ☐ | ||
Accelerated filer | ☐ | Emerging growth company |
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the
registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based
compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP | ☐ | Accounting Standards Board | ☒ | Other | ☐ |
If “Other” has been checked in response to the previous question indicate by check mark which financial statement item the registrant
has elected to follow.
Item 17 ☐ Item 18 ☐
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).
Yes ☐ No ☒
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CONTENTS
Page
Item 1.Identity of Directors, Senior Management and Advisers | 6 |
Item 2.Offer Statistics and Expected Timetable | 6 |
Item 3.Key Information | 6 |
A.[Reserved] | 6 |
B.Capitalization and Indebtedness | 6 |
C.Reasons for the Offer and Use of Proceeds | 6 |
D.Risk Factors | 6 |
Item 4. Information on the Company. | 51 |
A.History and Development of the Company | 51 |
B.Business Overview | 52 |
C.Organizational Structure | 76 |
D.Property, Plant and Equipment | 76 |
Item 4A.Unresolved Staff Comments | 77 |
Item 5.Operating and Financial Review and Prospects | 78 |
A.Operating Results | 86 |
B.Liquidity and Capital Resources | 97 |
C.Research and Development, Patents and Licenses, etc. | 102 |
D.Trend Information | 102 |
E.Critical Accounting Estimates | 102 |
Item 6.Directors, Senior Management And Employees | 103 |
A.Directors and Senior Management | 103 |
B.Compensation | 105 |
C.Board Practices | 154 |
D.Employees | 156 |
E.Share Ownership | 157 |
F.Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation | 157 |
Item 7.Major Shareholders and Related Party Transactions | 157 |
A.Major Shareholders | 157 |
B.Related Party Transactions | 159 |
C.Interests of Experts and Counsel | 160 |
Item 8.Financial Information | 161 |
A.Consolidated Statements and Other Financial Information | 161 |
B.Significant Changes | 162 |
Item 9.The Offer and Listing | 162 |
A.Offer and Listing Details | 162 |
B.Plan of Distribution | 162 |
C.Markets | 162 |
D.Selling Shareholders | 162 |
E.Dilution | 162 |
F.Expenses of the Issue | 162 |
Item 10.Additional Information | 162 |
A.Share Capital | 162 |
B.Memorandum and Articles of Association | 162 |
C.Material Contracts | 163 |
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D.Exchange Controls | 163 |
E.Taxation | 163 |
F.Dividends and Paying Agents | 170 |
G.Statement by Experts | 170 |
H.Documents on Display | 170 |
I.Subsidiary Information | 171 |
J.Annual Report to Security Holders | 171 |
Item 11.Quantitative and Qualitative Disclosures About Market Risk | 171 |
Item 12.Description of Securities Other Than Equity Securities | 178 |
Item 13.Defaults, Dividend Arrearages and Delinquencies | 178 |
Item 14.Material Modifications to the Rights of Security Holders and Use of Proceeds | 178 |
Item 15.Controls and Procedures | 179 |
A.Disclosure Controls and Procedures | 179 |
B.Management’s Annual Report on Internal Control Over Financial Reporting | 179 |
C.Attestation Report of the Registered Public Accounting Firm | 181 |
D.Changes in Internal Control Over Financial Reporting | 183 |
Item 16.[Reserved] | 183 |
Item 16A.Audit Committee Financial Expert | 183 |
Item 16B.Code of Ethics | 183 |
Item 16C.Principal Accountant Fees and Services | 183 |
Item 16D.Exemptions from the Listing Standards for Audit Committees | 184 |
Item 16E.Purchases of Equity Securities by the Issuer and Affiliated Purchasers | 184 |
Item 16F.Change in Registrant’s Certifying Accountant | 184 |
Item 16G.Corporate Governance | 184 |
Item 16H.Mine Safety Disclosure | 185 |
Item 16I.Disclosure Regarding Foreign Jurisdictions That Prevent Inspections | 185 |
Item 16J.Insider Trading Policies | 185 |
Item 16K.Cybersecurity | 185 |
Item 17.Financial Statements | 187 |
Item 18.Financial Statements | 187 |
Item 19.Exhibits | 188 |
1
ABOUT THIS ANNUAL REPORT
General Information
Except where the context otherwise requires or where otherwise indicated, the terms “Marex,” the
“Company,” the “Group,” “we,” “us,” “our,” “our company” and “our business” refer to Marex Group plc,
together with its consolidated subsidiaries as a consolidated entity.
Market And Industry Data
Within this Annual Report on Form 20-F (“Annual Report”), we reference information and statistics
regarding the industries in which we operate. We have obtained this information and statistics from our
own internal estimates, surveys and research, as well as from various independent third-party sources
and publicly available data.
Our estimates are derived from publicly available information released by third-party sources, as
well as data from our internal research, which we believe to be reasonable. None of the independent
industry publications used in this Annual Report were prepared on our behalf.
Industry publications, research, surveys, studies and forecasts generally state that the information
they contain has been obtained from sources believed to be reliable, but that the accuracy and
completeness of such information is not guaranteed. These forecasts and forward-looking information are
subject to uncertainty and risk due to a variety of factors, including those described under “Cautionary
Statement Regarding Forward-Looking Statements” and “Risk Factors.” These and other factors could
cause results to differ materially from those expressed in the forecasts or estimates from independent
third parties and us.
Trademarks, Service Marks And Trade Names
We have proprietary rights to certain trademarks used in this Annual Report that are important to
our business, certain of which are registered under applicable intellectual property laws.
This Annual Report contains additional trademarks, service marks and trade names of others,
which are the property of their respective owners. All trademarks, service marks and trade names
appearing in this Annual Report are, to our knowledge, the property of their respective owners. We do not
intend our use or display of other companies’ trademarks, service marks or trade names to imply a
relationship with, or endorsement or sponsorship of us by, any other companies.
Solely for convenience, the trademarks, service marks, logos and trade names referred to in this
Annual Report are without the ® and ™ symbols, but such references are not intended to indicate, in any
way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the
applicable licensors to these trademarks, service marks, logos and trade names.
Presentation Of Financial And Other Information
We report under the IFRS® Accounting Standards as issued by the International Accounting
Standards Board (the “IASB”). The financial information in this Annual Report has been prepared in
accordance with IFRS Accounting Standards, as issued by the IASB, which differ in certain significant
respects from accounting principles generally accepted in the United States (“U.S. GAAP”). This Annual
Report does not include a reconciliation from IFRS Accounting Standards to U.S. GAAP.
We present our consolidated financial statements in U.S. dollars. All references in this Annual
Report to “dollar,” “USD” or “$” mean U.S. dollars, all references to “£,” “GBP” or “Pounds Sterling” mean
British pounds sterling and all references to “Euro” or “€” mean the currency of the member states of the
European Monetary Union that have adopted or that adopt the single currency in accordance with the
treaty establishing the European Community, as amended by the Treaty on European Union.
2
All amounts have been rounded to the nearest tenth of a million (‘m’), except where otherwise
indicated.
Certain monetary amounts, percentages, and other figures included in this Annual Report have
been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be
the arithmetic aggregation of the figures that precede them, and figures expressed as percentages in the
text may not total 100% or, as applicable, when aggregated may not be the arithmetic aggregation of the
percentages that precede them.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report contains forward-looking statements that relate to our current expectations
and views of future events. These forward-looking statements are contained principally in the sections
entitled Item 3.D. “Key Information—Risk Factors,” Item 4. “Information on the Company,” and Item 5.
“Operating and Financial Review and Prospects.” These statements relate to events that involve known
and unknown risks, uncertainties and other factors, including those listed under “Risk Factors,” which may
cause our actual results, performance or achievements to be materially different from any future results,
performance or achievements expressed or implied by the forward-looking statements.
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. Statements regarding our future results of operations and
financial position, growth strategy and plans, completion of acquisitions and objectives of management for
future operations, are forward-looking statements.
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 risk factors set forth in “Risk Factors” and the following:
•subdued commodity market activity or pricing levels;
•the effects of geopolitical events, terrorism and wars, such as the effect of military conflicts, on
market volatility, global macroeconomic conditions and commodity prices;
•changes in interest rate levels;
•the risk of our clients and their related financial institutions defaulting on their obligations to us;
•regulatory, reputational and financial risks as a result of our international operations;
•software or systems failure, loss or disruption of data or data security failures;
•an inability to adequately hedge our positions and limitations on our ability to modify contracts
and the contractual protections that may be available to us in OTC derivatives transactions;
•market volatility, reputational risk and regulatory uncertainty related to commodity markets,
equities, fixed income, foreign exchange and cryptocurrency;
•the impact of climate change and the transition to a lower carbon economy on supply chains and
the size of the market for certain of our energy products;
•the impact of changes in judgments, estimates and assumptions made by management in the
application of our accounting policies on our reported financial condition and results of operations;
3
•lack of sufficient financial liquidity;
•if we fail to comply with applicable law and regulation, we may be subject to enforcement
(including the imposition of a monetary penalty) or other action, forced to cease providing certain
services or obliged to change the scope or nature of our operations;
•significant costs, including adverse impacts on our business, financial condition and results of
operations, and expenses associated with compliance with relevant regulations; and
•if we fail to remediate the material weaknesses we identified in our internal control over financial
reporting or prevent the occurrence of material weaknesses in the future, the accuracy and timing
of our financial statements may be impacted, which could result in material misstatements in our
financial statements or failure to meet our reporting obligations and subject us to potential
delisting, regulatory investigations or civil or criminal sanctions.
The forward-looking statements made in this Annual Report relate only to events or information
as of the date on which the statements are made in this Annual Report. 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. You should read this Annual Report and the documents
that we reference in this Annual Report and have filed as exhibits to the Annual Report completely and
with the understanding that our actual future results or performance may be materially different from what
we expect.
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
Annual Report, 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.
You should read this Annual Report completely and with the understanding that our actual future
results may be materially different from what we expect. We qualify all of our forward-looking statements
by these cautionary statements.
4
RISK FACTORS SUMMARY
The following is a summary of the principal risks that could significantly and negatively affect our
business, prospects, financial conditions, or operating results. For a more complete discussion of the
material risks facing our business, see Item 3.D. “Key Information—Risk Factors”:
Risks Relating to the Macroeconomic Environment
•Our business is adversely affected by subdued commodity market activity or pricing levels, with
low volatility and declines in commodity pricing levels reducing commissions, spreads and
revenue;
•Geopolitical events, terrorism and wars can cause significant market volatility, affect global
macroeconomic conditions and commodity prices and could lead to a substantial slowdown in the
economy. The risks to our business if such events are prolonged or escalate could result in a
period of market uncertainty with low trading volumes and market illiquidity; and
•Our results of operations and financial condition are directly impacted by interest rate levels, as
we earn interest on the cash balances that we hold.
Risks Relating to Our Business
•Our clients and their related financial institutions have in the past and may in the future default on
their obligations to us due to insolvency, operational failure or for other reasons, which has in the
past and could in the future adversely affect our business, financial condition and results of
operations;
•We are subject to a variety of regulatory, reputational and financial risks as a result of our
international operations. Non-compliance with applicable regulatory regimes could result in
significant financial and reputational damage;
•Software or systems failure, loss or disruption of data or data security failures could, among other
things, limit our ability to conduct our operations and lead to a breach of regulations and
contractual obligations;
•We are subject to risks related to OTC derivatives transactions due to the inability to adequately
hedge our positions, limitations on our ability to modify contracts and the contractual protections
that may be available to us; and
•We are subject to exposure to cryptocurrencies and potential losses and reputational harm arising
from our clients’ activities in, or our own involvement with, derivatives or other financial products
linked to cryptocurrencies. We may also be impacted by developing regulation applicable to
cryptocurrencies and related activities.
Risks Relating to Our Financial Position
•Changes in judgments, estimates and assumptions made by management in the application of
our accounting policies may result in significant changes to our reported financial condition and
results of operations; and
•We require financial liquidity to facilitate our day-to-day operations. Lack of sufficient liquidity
could adversely impact our operations and limit our future growth potential.
5
Risks Relating to Regulation
•If we fail to comply with applicable law and regulation, we may be subject to enforcement or other
action, forced to cease providing certain services or obliged to change the scope or nature of our
operations; and
•We and our businesses are subject to regulation and supervision by the FCA in the United
Kingdom, the CFTC, NFA, the SEC and FINRA in the United States, the AMF and ACPR in
France, ASIC in Australia, the SCA and DFSA in Dubai, the SCA and FSRA in Abu Dhabi, SFC in
Hong Kong, MAS in Singapore, the Alberta Securities Commission in Canada, BaFIN in Germany,
CMNV in Spain, the CMVM in Portugal, the CBI in Ireland, the Bank of Italy and Consob in Italy,
FINMA in Switzerland, the CMV in Brazil and other regulatory and self-regulatory organizations.
Complying with relevant regulations may result in significant costs and expenses and adversely
affect our business, financial condition and results of operations.
Risks Relating to Ownership of Our Ordinary Shares
•We have identified material weaknesses in our internal control over financial reporting and may
identify additional material weaknesses in the future or fail to maintain an effective system of
internal control over financial reporting, which may result in material misstatements of our
consolidated financial statements or cause us to fail to meet our periodic reporting obligations;
and
•We are a foreign private issuer, and, as a result, we are subject to Securities Exchange Act of
1934, as amended (the “Exchange Act”), reporting obligations that, to some extent, are more
lenient and less frequent than those of a U.S. domestic public company.
6
Item 1.Identity of Directors, Senior Management and Advisers
Not applicable.
Item 2.Offer Statistics and Expected Timetable
Not applicable.
Item 3.Key Information
A.[Reserved]
B.Capitalization and Indebtedness
Not applicable.
C.Reasons for the Offer and Use of Proceeds
Not applicable.
D.Risk Factors
You should carefully consider the risks described below before making an investment decision.
Our business, financial condition or results of operations could be materially and adversely affected by
any of these risks. The trading price and value of our ordinary shares could decline due to any of these
risks, and you may lose all or part of your investment. This Annual Report also contains forward-looking
statements that involve risks and uncertainties. Our actual results could differ materially from those
anticipated in these forward-looking statements as a result of certain factors, including the risks faced by
us as described below and elsewhere in this Annual Report.
Risks Relating to the Macroeconomic Environment
Our business is adversely affected by subdued commodity market activity or pricing
levels, with low volatility and declines in commodity pricing levels reducing our commissions,
spreads and revenue.
We generate revenue primarily from the commissions we earn and the spreads we make from
facilitating and executing client orders. These revenue sources depend substantially on client trading
volumes and pricing levels, which, in turn, depend on many factors, many of which are beyond our
control. These factors include:
•volatility and pricing levels in commodities, currency, securities and other markets;
•client confidence and risk appetite levels;
•general economic and geopolitical conditions and developments, including military conflicts and
actions;
•overall levels of global trade and the implementation of any barriers to trading, including, without
limitation, tariffs and disruption to trade routes;
•changes in demand for specific commodities, including, for example, reductions in demand for
coal, fuel oil and other energy commodities and increases in demand for renewable energy;
•climate and weather patterns, which impact supply markets and chains for certain commodities,
including, without limitation, agricultural commodities and metals;
7
•legislative and regulatory changes, including, but not limited to, trade policies and unexpected
sanctions, which may cause significant uncertainty, affect market structures and reduce client
activity, because of, or pending the outcome of, such changes;
•changes in market dynamics or structure due to rapid change in the method of broking in one or
more products in which our clients trade, including, for example, a transition from telephone or
voice trading to screen or electronic trading;
•actions of competitors, including pricing competition for overlapping products and markets and
their entry into additional products or markets; and
•changes in inflation, foreign exchange, interest rates and monetary and fiscal policies.
Low volatility and declines in pricing levels generally decrease client trading activity and reduce
our revenue. Reductions in economic activity and growth levels, particularly in emerging markets, also
reduce trading activity. Decreases in trading volumes or pricing levels may significantly reduce our
commissions and the spreads we make facilitating and executing client orders and adversely affect our
business, financial condition, results of operations and prospects.
Geopolitical events, terrorism and wars can cause significant market volatility, affect
global macroeconomic conditions and commodity prices and could lead to a substantial
slowdown in the global economy.
Our business and the markets in which we operate (in particular, commodities such as energy, grain and
metals) may experience significant volatility as the result of geopolitical events, terrorism and wars, such
as Russia’s large-scale invasion of Ukraine in February 2022 or the conflicts in the Middle East. Market
volatility can and has in the past materially impacted the price of commodities that our clients trade and
activity in the markets in which we are present.
The unprecedented economic and other sanctions against Russia implemented by the North
Atlantic Treaty Organization and individual countries in response to the invasion have restricted and may
further restrict or prevent us from entering into new transactions with affected entities and impact the
settlement of existing transactions. Many Western companies have also closed their Russian businesses
and/or announced their unwillingness to retain interests in Russian assets or to continue dealings with
Russian or related counterparties, even where such action is not mandated by current sanction regimes.
The scope and scale of such economic sanctions and voluntary actions remain subject to rapid and
unpredictable change, including because of the volatile conditions in Ukraine, and may severely affect
global macroeconomic conditions, European economies and the stability and willingness of our
counterparties to trade. Existing concerns about market volatility, disruptions to supply chains, high
inflation rates and the risk of regional or global recessions or “stagflation,” a recession or reduced rates of
economic growth coupled with high inflation rates, have been exacerbated by Russia’s invasion of
Ukraine.
It continues to be unclear how long the war between Russia and Ukraine may last or how severe
its impacts may become. If the conflict is prolonged, escalates or expands (including if additional
countries become involved), if additional economic sanctions or other measures are imposed or if
disruptions to supply chains worsen, regional and/or global macroeconomic conditions and financial
markets could be impacted more severely. Other geopolitical events could have a material adverse effect
on our business, financial condition, results of operations and prospects, as such events often may cause
market volatility and uncertainty. Longer periods of significant market volatility could adversely affect the
perceived stability of commodities and lead to declines in commodity pricing levels, which may
significantly reduce our commissions and may adversely affect our business, financial condition, results of
operations and prospects.
8
Our results of operations and financial condition are directly impacted by interest rate
levels, as we earn interest on the cash balances that we hold.
We maintain large cash and financial instrument balances on behalf of our clients with
exchanges, central clearing counterparties (“Clearing Houses”), brokers and banks. We also maintain our
own cash balances. We earn interest on these balances and do not pay interest on all client balances.
Accordingly, we are generally able to retain a significant portion of the interest we earn on such balances.
Short-term interest rates are particularly sensitive to factors beyond our control. A decline in interest rates
or a decline in our cash and financial instrument balances may adversely affect our business, financial
condition, results of operations and prospects.
Our results of operations and financial condition could be adversely affected by changes
in exchange rates between the U.S. dollar and other currencies, principally the Pound Sterling and
the Euro.
We report our financial results in U.S. dollars. However, a significant proportion of our costs are
incurred, and a portion of our trading activity is conducted, in currencies other than the U.S. dollar. As a
result, our results of operations and financial condition are significantly affected by movements in the
exchange rates between the U.S. dollar and other currencies, particularly the Pound Sterling and the
Euro. As our levels of commissions earned are tied to the volume and pricing levels of products traded,
any depreciation in the Euro against the U.S. dollar would lead to a decrease in the level of our reported
commissions from trading activity in products priced in Euro. Further, due to our extensive operations in
the United Kingdom (including having significant back office and other support staff and lease obligations
for office space), any depreciation in the Pound Sterling against the U.S. dollar would decrease the
expenses in our income statement and could adversely affect our business, financial condition, results of
operations and prospects.
Various factors beyond our control, including geopolitics, pandemics, terrorist attacks or
natural disasters, may adversely affect our business.
Our business has been affected in the past, and could be significantly affected in the future, by
major events such as pandemics, terrorist attacks, natural disasters or extreme weather conditions, fires,
power shortages, civil unrest or strikes. It is not possible to fully mitigate these risks and their related
impacts.
Severe weather and climate-change related phenomenon has previously impacted and may in the future
impact our business in agricultural markets such as, cocoa, coffee and grains, as they can significantly
change or reduce the production and size of those markets. For example, volatility in the coffee market in
late 2025, caused in part by adverse weather conditions including La Niña-driven rainfall deficits, resulted
in a number of late margin payments to us by clients and, in some cases, client defaults. Insurance cover
for any of the above risks may not be sufficient to cover the full extent of any loss or damage suffered.
There is also no guarantee that if a major event occurs, we will be able to secure adequate insurance
cover in the future.
Significant reductions in economic activity levels or declines in commodity pricing levels because
of these factors would reduce trading volumes and our revenue. Our inability to successfully manage
these risks could adversely affect our business, financial condition, results of operations and prospects.
9
Risks Relating to Our Business
Our clients and their related financial institutions have in the past and may in the future
default on their obligations to us due to insolvency, operational failure or for other reasons, which
has in the past and could in the future adversely affect our business, financial condition and
results of operations.
We extend margin financing to certain clients of our Clearing and Hedging and Investment
Solutions businesses and of the Capital Markets division of our Agency and Execution business.
Clients of any of these businesses have in the past and may in the future default on margin calls
or settlement payments. Where a client enters into an exchange-traded derivatives transaction that is
cleared by us, we will post margin with a clearing house to cover the clearing house’s margin
requirements in connection with the client’s open positions on the relevant exchange. We will then issue
margin calls to the client for the payment of the margin due to us, on which the client may then default. In
OTC derivatives transactions and other non-cleared transactions, we primarily act as principal to the
transaction and are therefore responsible for determining the amount of margin due to us. We have in the
past and may in the future experience losses if adequate margin cannot be collected from the relevant
client through the life of the trade or if the client fails to pay any cash settlement amount due to us on
termination or expiry of the transaction. In relation to certain types of transactions that involve leveraging
or for which the relevant market is more volatile (for example, leveraged exchange-traded funds (“ETF”)
transactions, which are offered through the Capital Markets division of our Agency and Execution
business), such losses could be greater due to the value of the financing that is typically provided.
We also enter into agreements with certain clients and their financial institutions under which the
relevant financial institution agrees to fund the client’s margin calls up to a pre-agreed limit. We may suffer
losses to the extent that the financial institution defaults on its obligation to pay such amounts. We are
also exposed to counterparty credit risk in respect of client cash deposits held with financial institutions,
which may default due to insolvency, operational failure or for other reasons.
In our Agency and Execution business within the Energy division and other service offerings
within our Capital Markets division, we arrange trades between two clients and issue an invoice for
commissions earned on the completed transaction. Although we are not a counterparty to such
transactions, we are exposed to the risk that these clients may fail to pay our commissions. We are also
exposed to intraday risks as the agent facilitating such transactions.
Our credit risk management procedures are designed to help mitigate our credit risk but cannot eliminate
the prospect of defaults, particularly those that may arise from events or circumstances that are difficult to
detect or foresee. Market volatility or a lack of liquidity in a particular market may result in some of our
clients facing liquidity issues due to increased margin calls, which may, in turn, lead to an increase in late
or failed margin payments to us by clients. In such circumstances we may choose to exercise our rights
to close out a client’s positions immediately. Alternatively, we may choose to move a client’s positions
onto our own books to trade out of the positions over a period of time in order to better manage the risk.
Although we would do so with the intention of mitigating our exposure to further financial loss, such action
may not always achieve a positive outcome for us, particularly if the relevant market is unstable.
These risks may also be exacerbated if our exposure is concentrated in a particular geography or
type of client. For example, where we have a substantial number of clients in a particular country, region
or industry, a sovereign debt or other crisis affecting such country or a natural disaster impacting such
region or industry or any negative effects in such region or industry may negatively impact such clients.
Given the increasing impacts of climate change, severe weather events, such as droughts, hurricanes
and fires, may also lead to defaults across various agricultural producers in affected regions. For
example, during market turmoil connected to unusual weather patterns experienced across the central
and southern American regions, and the subsequent impact on coffee production and onward supply
chains, a number of our clients in Brazil defaulted on margin call payments in late 2024. If we experience
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a significant number of client defaults, particularly if we experience them contemporaneously, our
business, financial condition, results of operations and prospects may be adversely affected.
We are subject to a variety of regulatory, reputational and financial risks as a result of our
global operations. Non-compliance with applicable regulatory regimes could result in significant
financial and reputational damage.
The success of our business depends on the sufficiency of our risk management program,
including policies, training and other controls on anti-money laundering (“AML”), sanctions, counter-
terrorist financing, anti-bribery, anti-corruption, financial risk, fraud and data security. The design and
implementation of the policies, training, procedures and practices we use to identify, monitor, control and
reduce risk have not always been effective, and we cannot guarantee that they will always be effective in
the future. The risks we face in this respect include:
•Regulatory Compliance: We are subject to regulatory requirements imposed by the U.K. Financial
Conduct Authority (“FCA”), the French Financial Markets Authority (Autorité des Marchés
Financiers) (the “AMF”), the French Prudential Supervision and Resolution Authority (Autorité de
contrôle prudentiel et de resolution) (the “ACPR”), the U.S. Commodity Futures Trading
Commission (the “CFTC”), the U.S. Securities and Exchange Commission (“SEC”), the U.S.
Financial Industry Regulatory Authority (“FINRA”), the National Futures Association (the “NFA”),
the Dubai Securities and Commodities Authority (“SCA”), the Dubai Financial Services Authority
(“DFSA”), the Australian Securities & Investments Commission (“ASIC”), the Alberta Securities
Commission, the Hong Kong Securities and Futures Commission (“SFC”), the Monetary Authority
of Singapore (“MAS”), the Central Bank of Ireland, the Bank of Italy, Italian Companies and
Exchange Commission (Commissione Nazionale per le Società e la Borsa) (“Consob”), the
Portuguese Securities Market Commission (Comissão do Mercado de Valores Mobiliários)
(“CMVM”), the Spanish National Securities Market Commission (Comisión Nacional del Mercado
de Valores) (“CMNV”), the German Federal Financial Supervisory Authority (Bundesanstalt für
Finanzdienstleistungsaufsicht or “BaFin”), the SCA and the Financial Services Regulatory
Authority (“FSRA”) in Abu Dhabi, the Comissão de Valores Mobiliários (“CVM”) in Brazil and other
regulatory bodies in the jurisdictions in which we trade. We have in the past failed to comply with
regulatory requirements and been subject to regulatory inquiries or enforcement actions for
regulatory non-compliance, and we may so fail to comply and be subject to such inquiries and
actions in the future. Regulatory enforcement could result in materially adverse consequences
such as monetary penalties or partial or full censures on our ability to conduct regulated activities.
•Anti-Corruption Compliance: We are subject to anti-corruption laws and regulations, such as the
U.S. Foreign Corrupt Practices Act (“FCPA”) and the U.K. Bribery Act, in the jurisdictions in which
we operate. These anti-corruption laws generally prohibit corruptly offering, promising, giving or
authorizing others to give anything of value, either directly or indirectly, to a government official or
private party in order to influence official action or otherwise gain an unfair business advantage,
such as to obtain or retain business. Violation of these or similar laws and regulations could
subject us, and individual employees, to a regulatory enforcement action, as well as significant
civil and criminal penalties. Such violations could also result in severe restrictions on our activities
and damage to our reputation.
•Anti-Money Laundering Compliance: We are subject to applicable AML laws in the jurisdictions in
which we operate, including the Bank Secrecy Act and U.S.A PATRIOT Act in the United States
and the Proceeds of Crime Act, the Terrorism Act and the Money Laundering, Terrorist Financing
and Transfer of Funds (Information on the Payer) Regulations 2017 (as amended) in the United
Kingdom. The AML laws impose a variety of requirements, including implementing and
maintaining risk-based systems and controls that obtain “know-your-customer” documentation
upon onboarding clients and screen clients on an ongoing basis. A violation of these or similar
laws has in the past and could in the future subject us, and individual employees, to a regulatory
enforcement action, as well as significant civil and criminal penalties and reputational harm. The
E.U. has agreed and adopted a comprehensive package of measures to reform the primary AML
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and CTF legislation across the E.U. 27 Member States (the package together is known as “MLD
6”). Whilst MLD 6 will increase harmonisation in respect of certain AML and CTF obligations
across the E.U., other aspects of compliance will remain subject to differences as between the
implementation in each Member State, such that together, MLD 6 will likely result in material
changes to the day to day AML and CTF operating procedures of various Marex entities, bringing
with it increased costs and regulatory enforcement risks associated with designing and
implementing compliance with an updated regulatory regime.
•Sanctions and Export Controls Compliance: We are subject to trade restrictions, including
economic sanctions and export controls, administered by the United States, including the Office of
Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), His Majesty’s Treasury,
the European Union and other relevant authorities, and such restrictions may prohibit or restrict
transactions in certain countries and with certain designated persons. Non-compliance with
sanctions restrictions, or failure of related systems and controls to identify and prevent
impermissible or unauthorized activity or transactions by persons subject to sanctions or other
trade restrictions, could result in civil or criminal liability, including censures and financial
penalties.
•Market Abuse and Manipulation: Third-party traders or our personnel may manipulate market
prices by creating fictitious orders or mislead the market. We may fail to detect any such actions
to manipulate prices or mislead the market.
•Fraudulent Transactions: We may suffer losses if our risk management policies, procedures and
practices fail to prevent unauthorized activity or acts intended to defraud, misappropriate property
or circumvent the law (for example, a third party impersonating a creditworthy client to trade on
credit or deceptive third-party transactions made in violation of relevant anti-money laundering or
sanctions standards).
•Incorrect Settlements: We may make or be subject to unauthorized transfers of funds. Our risk
management policies, procedures and practices may fail to prevent the use of incorrect or
fraudulent settlement instructions (for example, a phishing attack causing us to misdirect client
funds to a third party).
•Inadequate Risk and Position Limits: We may fail to correctly apply risk controls to a client’s or an
internal house account or open positions. If a client takes larger positions than are appropriate
and defaults, for example, we may suffer significant losses.
•Change Management Risk: We may fail to implement key change initiatives with minimal
disruption to business-as-usual activities. We may also fail to mitigate the risks to which we could
be exposed because of such changes (for example, delay in embedding processes and controls
in connection with expansions of our business).
•Personnel Error: Our employees or agents may commit errors or fail to carry out their assigned
roles properly (for example, “fat finger” incidents that lead to trades being executed incorrectly).
•Personnel Misconduct: Our employees or agents may engage in misconduct, including
embezzlement of client funds, hiding unauthorized trading activities from us, using company funds
towards client entertainment in an inappropriate or excessive manner or in breach of clients’ own
compliance requirements, improper or unauthorized activities on behalf of clients, improper use of
confidential information, the improper use of marketing materials or the inappropriate use of
authority or influence by current or former personnel. Our employees or agents may also engage
in non-financial misconduct, such as bullying, harassment or sexual misconduct.
•Exchange and Clearing House Fines: As a member of multiple exchanges and clearing houses,
we are subject to the rules and regulations of such exchange and clearing houses. We have in the
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past been subject to immaterial fines from exchanges or clearing houses as a result of our or our
clients’ failure to comply with the exchange or clearing house rules, and we or our clients may fail
to comply with such rules in the future. Exchange and clearing house fines could result in financial
loss and reputational damage.
There is also a risk that our systems and infrastructure to support our risk management policies,
procedures and practices may be insufficient, disrupted or compromised.
Regulators have broad powers to investigate and enforce compliance with applicable rules and
regulations, and investigations themselves can be costly and disruptive to the business. Enforcement
powers include the ability of the FCA or other regulators to require us to appoint a skilled person and the
ability of the FCA or other regulators to appoint investigators, impose censures or financial penalties on
us, fine, suspend or prohibit our employees from performing regulated activities or limit or withdraw
authorizations that we require to operate portions of our business. Any such actions could also result in
significant damage to our reputation, material financial losses, potential litigation and private claims for
damages, or otherwise adversely affect our business, financial condition, results of operations and
prospects.
If we or our third-party providers fail to protect our IT systems or Confidential Information
this could, among other things, limit our ability to conduct our operations and lead to legal
liability, material financial penalties, or damage to our reputation, which could materially affect our
business, results of operations, and financial condition.
We depend on the capacity and reliability of the computer, communications, and other information
technology systems (collectively, “IT Systems”) that are critical to our operations, whether owned and
operated internally or by third parties. We rely upon third party providers for the majority of our IT
Systems. These IT Systems include broking platforms to transact business and middle-office and back-
office systems to record, monitor and settle transactions and allow for the storage and transmission of
Personal Information regarding our clients, employees, business partners and other third parties, as well
as proprietary and confidential business information or other critical data (collectively, “Confidential
Information”). As such, we may be an attractive target for data security attacks.
We face numerous and evolving cybersecurity risks that threaten the confidentiality, integrity and
availability of our IT Systems and Confidential Information, and the performance of these IT Systems
could deteriorate or fail. For example, our data center providers have also been subject to denial-of-
service (“DoS”) attacks, and we have been the target of phishing and social engineering attempts that
have sought to mimic domains or individuals to lure a transaction to fraudulent accounts.
There has been an increasing number of attempted cyberattacks in recent years, and the number
and complexity of these threats continue to increase over time. There is also a heightened threat of
cyberattacks on our third-party suppliers and service providers. For example, in January 2023, ION, the
third party on whom we rely as our back-office provider, was subject to a cyberattack, which suspended
access to trade management and reporting systems, but, to our knowledge, no Personal Information was
lost or exfiltrated. As a result, we had to adopt manual processes for several days, which resulted in a
significant increase in workload for our operations team and increased operational risk due to potential
human error in the processing or reporting of trades.
The techniques used to obtain unauthorized access to systems or sabotage systems or disable or
degrade services, change frequently and are often unrecognizable until launched against a target, and
therefore, our cybersecurity measures have not in the past and may not in the future detect or prevent all
attempts to compromise our systems, including denial-of-service attacks, viruses, malicious software,
ransomware, break-ins, phishing attacks, social engineering, deepfakes or other similar technology,
security breaches or other attacks. Such cyberattacks may misappropriate Confidential Information held
by or on behalf of us, jeopardize the security of Confidential Information stored in and transmitted by our
IT Systems or cause disruption to our operations, or otherwise cause our business to suffer financial
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losses or damages. Further, there can be no assurances that we will be able to prevent or control any
losses due to deepfakes or other malicious uses of artificial intelligence, which may further develop in the
future. In addition, we may need to expend significant resources to protect against data security breaches
or mitigate the impact of any such breaches, including potential liability that may not be limited to the
amounts covered by our insurance, and any failure to prevent or mitigate security incidents could result in
significant liability and a material loss of revenue resulting from the adverse impact on our reputation and
brand, a diminished ability to retain or attract new clients and a disruption to our business.
Future incidents could also occur as a result of a loss of power, human error, a sudden spike in
transaction volumes, natural disasters, fire, sabotage, hardware or software malfunctions or defects,
computer viruses, intentional acts of vandalism, client error or misuse, lack of proper maintenance or
monitoring or other factors or events. Such incidents could cause many issues, including, but not limited
to:
•significant disruptions in service to our clients;
•slower response times;
•delays in trade execution;
•failed settlement of trades; and
•incomplete or inaccurate accounting, recording, processing or reporting of trades.
If the IT Systems upon which we rely fail, or if we experience security incidents impacting our
Confidential Information, we may experience significant financial losses, litigation (including class action
lawsuits) or arbitration claims filed by or on behalf of our clients, regulatory enforcement or other actions.
The above risks are exacerbated as a result of us being a financial services provider that holds client
funds and by the nature of our business, which involves recording, storing, manipulating and
disseminating significant amounts of data.
Security breaches could also expose us to liability under various laws and regulations across jurisdictions
and increase the risk of litigation and governmental or regulatory investigation. Due to concerns about
data security and integrity, a growing number of legislative and regulatory bodies have adopted breach
notification and other requirements in the event that information subject to such laws is accessed by
unauthorized persons and additional regulations regarding security of such data are possible. We may
need to notify governmental authorities and affected individuals with respect to such incidents; this is the
case in, for example, the United States. We are also subject to the SEC’s new cybersecurity reporting
obligations and laws in the European Union and United Kingdom which may require businesses to
provide notice to individuals whose Personal Information has been disclosed as a result of a data security
breach. Complying with such numerous and complex regulations in the event of a data security breach
would be expensive and difficult, and failure to comply with these regulations could subject us to
regulatory scrutiny and additional liability. We may also be contractually required to notify clients or other
counterparties of a security incident, including a data security breach. Regardless of our contractual
protections, any actual or perceived data security breach, or breach of our contractual obligations, could
harm our reputation and brand, expose us to potential liability or require us to expend significant
resources on data security and in responding to any such actual or perceived breach. Any such breach,
disruption or failure could also have a negative effect on our reputation and may adversely affect our
business, financial condition, results of operations and prospects.
Risks related to our use of artificial intelligence technologies
We currently use artificial intelligence (“AI”) tools in our operations to enhance employee productivity,
support internal risk analysis and generate market insights, and we expect our use of such technologies
to continue to evolve. While these tools may improve efficiency and decision-making, they also present
risks to our business. AI-generated outputs may be inaccurate, incomplete or otherwise unreliable, and, if
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not appropriately validated, could adversely affect decision making and outcomes. To the extent we
further integrate AI technologies into our client-facing platforms in the future, we may face additional
exposure to client claims, regulatory scrutiny or reputational harm in the event that such technologies
produce flawed or misleading outputs. Our use of AI, including through third-party tools, may also involve
the processing of sensitive, proprietary, protected or confidential information, which may expose us to
risks under applicable data protection laws, intellectual property regimes or other digital regulatory
frameworks in the event of misuse or unauthorized or unlawful access or processing. We also depend on
third-party providers for certain AI tools, and any change in the availability, pricing or terms of such tools
could disrupt our operations.In addition, the regulatory and legal landscape governing AI is rapidly
evolving, and new or amended laws, regulations or guidance could increase our compliance costs, restrict
our use of such technologies or expose us to enforcement actions or liability.
Our ability to compete effectively may depend, in part, on our ability to adopt, develop and
implement AI technologies in a timely and effective manner. The AI landscape is rapidly evolving, and if
we fail to keep pace with technological developments, fail to allocate sufficient resources, or do not
effectively integrate AI into our business processes, we may be at a competitive disadvantage relative to
peers and new market entrants that more successfully leverage such technologies. Conversely, the
adoption of AI technologies may not deliver the anticipated benefits and could result in increased and/or
wasted costs or operational complexity. See “To remain competitive, we must continue to invest in
the development of our business to respond to changing trends and remain competitive with our
research, technology and data offerings. If we fail to do so successfully, we may be adversely
impacted”.
In addition, our use of AI technologies may increase our exposure to cybersecurity risks. AI
systems may introduce new vulnerabilities, including risks associated with adversarial attacks, model
manipulation, data poisoning, or unauthorized access to models and underlying data, particularly where
such systems are new or less tested. Threat actors may also use AI to develop more sophisticated
cyberattacks targeting our systems, employees or clients. See “If we or our third-party providers fail to
protect our IT systems or Confidential Information this could, among other things, limit our ability
to conduct our operations and lead to legal liability, material financial penalties, or damage to our
reputation, which could materially affect our business, results of operations, and financial
condition”.
Any failure to adequately manage these risks could result in system disruptions, loss or compromise of
data, regulatory scrutiny, litigation and reputational harm. Any of the above factors could adversely affect
our business, financial condition, results of operations and prospects.
We are subject to risks related to OTC derivatives transactions due to the inability to
adequately hedge our positions, limitations on our ability to modify contracts and the contractual
protections that may be available to us.
We offer bespoke, off-exchange hedging solutions in the form of customized OTC derivatives
hedging through the Hedging Solutions division of our Hedging and Investment Solutions business,
particularly in commodity products, to clients who cannot fulfil their specific hedging requirements with
exchange-traded derivatives. After entering into a customized contract for a client, we may be unable to
find a standardized contract that matches relevant parameters. As a result, we may be unable to fully
hedge our exposure under the customized contract. There may also be mismatches or delays in the
timing of cash flows due from or to counterparties in the OTC derivatives transactions or related hedging,
trading, collateral or other transactions. We may not have adequate cash available to fund our current
obligations, or our counterparty may fail to retain adequate cash to meet its obligations to us. In either
case, we may suffer losses.
Generally, OTC derivatives transactions may only be modified or terminated by mutual consent of
the parties to the transaction (other than in certain limited default and other specified situations, such as
market disruption events) and subject to agreement on individually negotiated terms. Accordingly, it may
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not be possible to modify, terminate or offset obligations or exposure to the risks associated with a
transaction prior to its scheduled termination date.
Any of the above factors could adversely affect our business, financial condition, results of
operations and prospects.
We are subject to exposure to cryptocurrencies and potential losses and reputational
harm arising from our clients’ activities in, or our own involvement with, derivatives or other
financial products linked to cryptocurrencies. We may also be impacted by developing regulation
applicable to cryptocurrencies and related activities.
We offer structured notes and OTC derivatives linked to cryptocurrencies through our Hedging and
Investment Solutions business and, through the Capital Markets division of our Agency and Execution
business, we offer OTC derivatives that reference cryptocurrencies. Through our Clearing business, we
also offer exchange-traded derivatives linked to cryptocurrencies as well as the ability to trade shares in
Exchange Traded Funds (“ETFs”) linked to the performance of cryptocurrencies. In certain jurisdictions,
we accept cryptocurrencies as collateral in connection with OTC derivatives or with cash lending
arrangements to clients. In addition, we may also trade on our own account certain cryptocurrencies and
financial products that are linked to cryptocurrencies primarily to hedge our exposure to our obligations
under the offerings described above and, on a limited scale, in order to manage our own funding and
liquidity requirements. Any such activity may expose us to market, liquidity, operational and settlement
risks, including those arising from technological failures, cybersecurity incidents or the insolvency or
misconduct of third party service providers, which could result in financial loss and reputational damage.
The value of cryptocurrencies is based in part on market adoption and future expectations, which
may or may not be realized. As a result, the prices of cryptocurrencies are highly volatile. Such prices
have been in recent periods, and are likely to continue to be, subject to significant fluctuations. If the value
of the cryptocurrencies to which we and our clients are exposed declines, we could incur financial losses.
The regulatory approach to cryptocurrencies and related activities is an area that is under
constant review by financial services regulators in various jurisdictions. As such, we are subject to the
continued risk of legislative and regulatory change in this area, which may affect our ability to offer the
structured notes, derivatives and lending structures that we currently offer our clients. While we do not
believe these legislative or regulatory changes will have a material impact on our business, particularly
given the current nature and size of our cryptocurrency activities, changes in applicable rules might
restrict these aspects of our business or may require us to obtain new permissions to continue with our
activities, modify our business models, enhance our compliance frameworks or restrict certain activities
altogether.
We may not detect, deter or prevent misconduct, errors, failures or fraudulent activity by
our clients, employees, agents or other third parties and, subsequently, we are subject to risks
relating to potential securities law and regulatory liability.
We are exposed to potential losses due to fraud or misconduct, or breaches of the terms agreed
between us, by our clients, counterparties, employees, agents and third parties and, subsequently, to
substantial risks of liability under federal and state securities laws and other federal and state laws and
court decisions, as well as rules and regulations promulgated by, including but not limited to, the FCA, the
SEC, the CFTC, state securities regulators and foreign regulatory agencies. For example, clients or
people impersonating clients may engage in fraudulent activities, including the improper use of legitimate
client accounts or providing fraudulent documentation in connection with transactions. Such events have
occurred in the past and may occur in the future.
Certain of our businesses may be exposed to a higher risk of financial crime or fraud due to the
regulated environment in which we operate, the type of relationships we maintain with our clients, the
products and services offered and our significant reliance on technology as part of our trading platforms.
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There is a heightened risk of fraud when trading in physical commodities due to the nature of the
industry’s operations and its reliance on physical documentation in connection with the transport and
storage of such commodities. There have been several well-publicized incidents of commodity trading
frauds in recent years, including two instances in 2023 in which it was discovered that the cargoes
acquired did not contain the metal products they purported to hold. As we and, more importantly, our
clients are involved in this market, we are exposed to certain risks through our trading activities and could
suffer financial loss in the event that commodities acquired by us or our clients are discovered to be
different to those we and they believed were being purchased.
Our employees and agents may engage in unauthorized trading activity, attempt to defraud us or
violate our policies or legal or regulatory standards. There are also risks that our employees may
improperly use or disclose confidential information and material non-public information provided by our
clients that could subject us to regulatory and criminal investigations, disciplinary action, fines, or
sanctions, and we could suffer serious harm to our reputation, financial position, the trading price of our
securities, current client relationships and ability to attract future clients. These risks may increase as the
result of recent scrutiny of electronic trading and market structure from regulators, lawmakers and the
financial news media. The use of off-channel electronic messaging applications by our employees to
transmit confidential or sensitive data could subject us to investigations, regulatory fines and severely
impact our reputation. For example, regulators, such as the staff of the SEC’s Division of Enforcement
and Ofgem, the U.K. energy market regulator, have, as part of a widely publicized industry sweep,
conducted investigations of several financial institutions’ records preservation requirements relating to
business communications sent over off-channel electronic messaging platforms, some of which have
resulted in substantial monetary penalties. Any such activities may be difficult to prevent or detect, and
our internal policies and procedures may be inadequate or ineffective. As a result, we may suffer losses
that we may not be able to recover, as well as being subject to regulatory enforcement proceedings and
penalties, such as fines. There have also been several highly publicized cases involving fraud or other
misconduct by employees and agents of financial services firms in recent years, and various
investigations have been conducted by the FCA in the United Kingdom, the CFTC, the SEC and FINRA in
the United States and other regulators around the world. In addition, although we have established
policies and procedures designed to train, prevent and detect misconduct, errors and fraud, we may not
be able to completely detect, prevent or deter such conduct and may be at risk of suffering losses.
Our reputation may also be damaged by any involvement, or the involvement of any of our
employees, former employees or agents, in any regulatory investigation and by any allegations or findings
by relevant regulators or courts, even where the associated fine or penalty is not material.
Further, we outsource certain aspects of our business to third-party service providers in
accordance with applicable rules and regulations. If the capabilities of these service providers fail or if
other issues impact these third-party services, our business, financial condition, results of operations and
prospects could be adversely impacted, and we may become subject to regulatory fines or legal action as
a result of such events.
Any such misconduct, errors, failures or fraudulent activity or any impact thereof, may adversely
affect our business, financial condition, results of operations and prospects.
We are subject to risks related to the transactions that we enter into between buyers and
sellers of physical commodities.
In connection with certain parts of our business, we enter into a limited number of transactions as
principal to buy and sell physical products (including metals and petrochemical products). We are
exposed to potential losses where our buyer alleges that the physical commodities received by them do
not match the specifications that we have agreed with them and we are unable to recover the value of the
buyer’s claim from our seller. We may also experience financial loss and reputational damage in
connection with the nature of certain physical transactions that we enter into. For example, we are
currently engaged in arbitration proceedings with DK Trading & Supply LLC (“DKTS”) in relation to a
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delivery of allegedly contaminated crude oil. DKTS are seeking damages in relation to a flash title
transaction, pursuant to which our subsidiary, Pinnacle Fuel LLC (“Pinnacle”) purchased crude oil from a
supplier that it simultaneously sold on to DKTS. These types of dispute may divert management’s time
and could harm our reputation, business and financial condition.
In addition, the industry for certain physical products is subject to national and international
environmental and health and safety laws and regulations as well as product safety and product
stewardship regimes, including in relation to the handling, testing, storage and transport of such products.
We may incur significant costs due to violations of or liabilities under such laws, including liabilities related
to contamination at third-party facilities, where these involve fines, penalties, clean-up costs or third party
claims. These laws, regulations and requirements may also be subject to constant review by governments
and other competent authorities and often change. While we do not believe that any such changes would
have a material impact on our business, particularly given the limited nature and size of our activities, they
could result in us incurring additional costs in future because of the need to comply with any new
requirements or having to vary the terms of licenses held by us or obtain new licenses or otherwise
restrict our ability to perform this business.
Any of these factors, or the defence of our contractual rights, could adversely affect our business,
financial condition, results of operations and prospects.
We are subject to risks relating to litigation and may suffer losses and incur costs as a
result.
From time to time, we are and may become involved in legal proceedings, government and agency
investigations and employment or any other employee related disputes, tort, product liability or safety
claims and other litigation, including legal proceedings involving our clients and suppliers. We may take
legal action to enforce our contractual, intellectual property and other rights where we believe those rights
have been violated and that legal action is an appropriate remedy. We may also initiate claims against, be
subject to claims by or enter into disputes with our clients, particularly in the context of client defaults and
in connection with our brokerage activities. For example, our subsidiary Marex Financial (“MF”) is
currently engaged in legal proceedings with its client, Ocean Freight Trident Offshore Master Fund
Limited (“Ocean Freight”). Following Ocean Freight’s failure to meet its contractual obligations to pay
margin and to comply with a demand to reduce the size of its positions, MF exercised its rights under the
client agreement to close out Ocean Freight’s positions. Ocean Freight’s claim, issued in the English high
court in August 2025, alleges MF closed out its positions improperly and, in doing so, caused Ocean
Freight losses (including consequential losses) of USD 28.9m. We may incur significant costs in
defending any such claims or in making payments to resolve any such disputes.
If a client defaults, we may be unable to recover the funds owed to us by such client due to their
insolvency or for other reasons. Because we operate internationally, we may also be subject to client
disagreements on the application of contracts that are governed by English law or U.S. state law (as is
the standard position under our client agreements). Clients outside the United Kingdom or the United
States may claim that English or U.S. state law governed contracts are inapplicable in their respective
countries, and any subsequent application of local law may be less favorable to us in our claim against
the client. A third party may also initiate legal action against us or one of our acquired companies in
relation to such company’s activities prior to their acquisition by us, which we then must defend or settle.
For example, in 2023 our subsidiary, Marex Capital Markets Inc (“MCMI”), was involved in legal
proceedings initiated by BlockFi. et al (collectively “BlockFi”) regarding disputed assets formerly held by
MCMI’s client, Alameda Research LLC (“Alameda”), an affiliate of former cryptocurrency exchange FTX
Trading Ltd (“FTX”), and Emergent Fidelity Technologies LTD (“Emergent”), an affiliate of Alameda. As a
result of such proceedings, we incurred costs, faced reputational damage and our defence of such
proceedings required our management’s attention and time. While these proceedings did not have a
material impact on our business, any legal proceedings in the future could harm our reputation, business
and financial condition.
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We may also be subject to claims of economic or reputational significance, whether by a third
party or an employee (current or former) or agent. Such claims could involve, among other things:
•acts inconsistent with employment law or health and safety laws;
•contractual agreements;
•infringements of intellectual property rights; or
•personal injury, diversity or discrimination claims.
We are subject to the risk of litigation and claims that may be without merit. At present and from
time to time, we, as well as our past and present officers, directors and employees are and may be
named in legal actions, regulatory investigations and proceedings, arbitrations and administrative claims
and may be subject to claims alleging the violations of laws, rules and regulations, some of which may
ultimately result in the payment of fines, awards, judgments and settlements. We could incur significant
legal expenses in defending ourselves against and resolving lawsuits or claims even if we believe them to
be meritless.
We cannot predict with certainty the outcomes of these legal proceedings. The outcome of some
of these legal proceedings could require us to take, or refrain from taking, actions that could negatively
affect our business or could require us to pay substantial amounts of money adversely affecting our
financial condition and results of operations. There can also be no assurance that we are adequately
insured to protect against all claims and potential liabilities.
The defense of our contractual rights may be protracted, involve the expenditure of significant
financial and managerial resources and may ultimately not be successful, which could result in a negative
perception of us and cause the market price of our securities to decline, any of which may adversely
affect our business, financial condition, results of operations and prospects.
If we lose access to exchanges in the jurisdictions where we operate, our ability to
undertake some or all of our execution and clearing services would be affected.
We have membership to over 60 exchanges (including the LME, Chicago Mercantile Exchange
(“CME”), Dubai Gold & Commodities Exchange (“DGCX”), Singapore Exchange (“SGX”), European New
Exchange Technology (“Euronext”), Intercontinental Exchange (“ICE”) Futures and the Eurex Exchange)
and maintain an ongoing dialogue with regulatory personnel of each such exchange. Our memberships
with regulated exchanges allow us to generate revenue through commissions earned on executing and
clearing trades. In order to maintain these memberships, we are required to comply with the rules of the
relevant exchanges. We have in the past been, and may in the future be, subject to inquiries or actions by
exchanges for non-compliance with applicable rules. If we fail to comply with such rules or default on our
membership obligations (for example, by failing to pay required margin), we may be exposed to potential
action from such exchanges including warnings, monetary penalties, suspension or cancellation of
membership. If we lose some or all of our memberships, or if any of the relevant exchanges cease their
operations, we would lose access to these revenue streams.
If any exchange implements structural changes, such as adverse fee structures or higher margin
requirements, our business could be negatively impacted. If the exchanges relax membership
requirements, our clients may decide to become members, and the demand for our services may decline
as a result. We are, through our subsidiary, Marex Financial, a Category 1 member and Ring Dealer on
the LME, which historically has had only a small number of members. If the LME were to revoke Marex
Financial’s membership, adopt an adverse fee structure or extend membership opportunities to a wider
group, or if the LME were to cease operating, Marex Financial’s financial performance would be adversely
impacted, which would, in turn, adversely affect our business, financial condition, results of operations
and prospects.
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We require access to clearing and settlement services and other market infrastructure
arrangements, and without access to such arrangements, our ability to undertake some or all of
our activities would be adversely affected.
We use various Clearing Houses and settlement systems, such as T2 and Clearstream, across
our businesses. Loss of access to, or restrictions on our use of, these services due to non-compliance
with membership or participants’ requirements or other regulatory changes, credit or reputational issues
or for other reasons could impact our ability to carry out our activities. Exchanges, Clearing Houses or
other relevant counterparties have in the past and may in the future fail to perform their obligations or take
certain actions in response to, for example, market volatility, which has in the past and may in the future
result in us and our clients experiencing financial losses and margin calls.
As a member of various Clearing Houses, we must make default fund contributions to the
Clearing Houses. If another member defaults on their payment obligations to the Clearing Houses, we
may lose a percentage of the default fund contributions that we have been required to make as a member
of the Clearing Houses. We may suffer financial losses if clients default on their payment obligations to
the Clearing Houses or if exchanges, Clearing Houses or other relevant counterparties fail to perform
their obligations, which may adversely affect our business, financial condition, results of operations and
prospects.
Our success depends on the continued contributions of our key personnel, including our
brokers, and our ability to recruit, train, motivate and retain them.
Our success depends on the expertise and continued services of certain key personnel,
including:
•personnel involved in the management and development of our business;
•front-office staff directly generating revenue, such as brokers; and
•back-office staff involved in management of our control and support functions.
Our ability to recruit, train, motivate and retain qualified and highly effective personnel in all areas
of our business and ensure that our employment contract terms are appropriate and preserve flexibility is
an important driver of our future success. We must also retain and motivate employees as part of
acquisitions we undertake, as the retention of employees of acquired businesses may be crucial to our
ability to integrate such acquisitions into our business or to maintain the success of the businesses we
acquired.
We compete with other brokers and banks for front-office staff. This competition is intense and
may further intensify in the future. Our competitors have in the past and may try again in the future to
poach large numbers of brokers who have key counterparty relationships and relevant market knowledge
and play an important role in our acquisition and retention of business from clients. Salary and bonus
levels for front-office staff are generally based on activity levels generated by the individual broker’s team
and are sensitive to market compensation levels paid by competitors. Such competition, particularly for
brokers, may significantly increase our front-office staff costs. If we lose front-office staff to competitors,
we may experience losses of capability, client relationships and expertise.
When hiring front-office staff, we will generally agree salary and bonus levels based on an
employee’s representations of their activity levels, which may include certain performance-based targets.
If an employee is unable to achieve these performance-based targets, we may become subject to a
dispute over the payments of the compensation linked to such targets. This may result in front office staff
resigning, and we may experience losses in client relationships and employee knowledge, capability and
expertise. Further, as a result of any such disputes, we may also become involved in litigation with such
employees. For example, in 2024 we were involved in two disputes with former employees in the United
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States over compensation payments that the employees claimed were due to them in connection with
their employment, and in the course of defending our position incurred legal costs and a loss of
management time. In addition, where we hire teams of front-office staff from our competitors, there is a
risk that we may become involved in litigation with these competitors, which may incur legal costs and
require management time.
If we fail to attract and retain highly skilled brokers and other employees, lack the flexibility to
make appropriate employment-related decisions due to labor groups or otherwise, incur increased costs
associated with attracting and retaining personnel or fail to assess training needs adequately or deliver
appropriate training, we may be unable to compete effectively. Our failure to successfully manage these
risks could adversely affect our business, financial condition, results of operations and prospects.
The markets in which we operate are highly competitive, and competition could intensify.
If we are unable to continue to compete effectively, our business may be materially adversely
affected.
We have numerous current and potential competitors, both in the United Kingdom and
internationally, including other brokers and banks. Some of our current and potential competitors may
have larger client bases, more established name recognition and greater financial, marketing, technology
and personnel resources than we do. Some of our competitors and potential competitors may offer
services that are disruptive to current market structures and assumptions. Such factors may enable them
to, among other things:
•develop services similar to ours or new services that our clients prefer;
•provide access to trading in products or a range of products that we do not offer;
•provide better execution services and lower transaction costs;
•provide new services more quickly and efficiently;
•offer better, faster and more reliable technology;
•take greater advantage of new or existing acquisitions, alliances and other opportunities;
•more effectively market, promote and sell their services;
•migrate products more quickly or effectively to electronic platforms, which could move trading
activity from us;
•better leverage their relationships with their clients, including new classes of client; and/or
•offer better contractual terms to their clients, including lower commission rates.
Our competitors may develop new electronic trade execution or market information products that
gain wide acceptance in the market, the development of which, or shifts in market practice as a result of
which, could give relevant competitors a “first mover” advantage that may be difficult for us to overcome.
Any shift away from voice trading to electronic trading, for example, may expose us to substantial losses,
as we may be left with contractual obligations to maintain staff and brokers suited to and trained for voice
trading rather than electronic trading.
New or existing competitors could gain access to markets or services where we currently enjoy a
competitive advantage. These could include banks and other financial institutions with which we have
competed historically, should they choose to re-enter the commodity industry. Competitors may have a
greater ability to offer new services or existing services to more diverse clients. Such factors may erode
our market share or our current competitive advantages.
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Even if new or existing competitors do not significantly erode our market share or competitive
positioning, they may offer their services at lower prices. If we are required to reduce our commissions to
remain competitive, our profitability may be adversely affected. Competitors may offer their services at a
loss to attract new business, which could cause us to dramatically lower our commissions or risk losing
clients.
To remain competitive, we must continue to invest in the development of our business to
respond to changing trends and remain competitive with our research, technology and data
offerings. If we fail to do so successfully, we may be adversely impacted.
To remain competitive in the dynamic markets in which we operate, we must invest in the
development of our business to respond to changes in client demands. We may need to be responsive to
changing trends, particularly regarding energy products. We will also need to be competitive in the
development of our research, technology and data offerings. The artificial intelligence tools we rely on,
such as the Neon trading platform, can quickly become eclipsed by newer technological offerings such as
novel electronic trade execution or market information products.
Our business development activity may include:
•hiring brokers;
•opening offices in new countries;
•expanding existing offices and infrastructure;
•providing broking and other services in new product markets (such as renewables);
•serving different types of clients;
•developing and/or acquiring new technology; and
•undertaking activities through different business models.
Such activity may be achieved by investing in existing businesses and may result in changes to
our risk profile. Failure to expand the business effectively, to manage changes in our risk profile
appropriately or to realize the benefits of investments in some markets may adversely affect our business
or prevent us from achieving the anticipated benefits.
Further, any consolidation among our clients may also cause us to depend on a smaller number
of clients, which could result in additional pricing pressure and/or require us to implement changes in
order to service these clients. If our business depends on maintaining good relationships with a small
number of clients, any adverse change in those relationships could adversely affect our business,
financial condition, results of operations and prospects.
Climate change and a transition to a lower carbon economy may disrupt supply chains
and lead to decreases in consumer demand and the size of the market for certain of our energy
products.
Climate change could cause severe weather events, including significant rainfall, flooding,
increased frequency or intensity of wildfires, prolonged drought, rising sea levels and rising heat index,
any of which could disrupt our and our clients’ supply chains and otherwise adversely affect the
businesses of our clients and, in turn, their ability to meet their financial obligations to us. For example,
extreme weather caused by climate change has in the past and could impact the growing seasons, water
availability and crop productivity of the agriculture industry and, as a result, adversely affect the financial
condition and prospects of our agriculture clients.
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Laws, regulations, policies, social attitudes, client preferences, market responses and
technological developments and innovations relating to climate change and the transition to a lower
carbon economy could also adversely affect our business, financial condition, results of operations and
prospects. See Item 3D “Risk Factors – Sustainability and environmental, social and governance factors
are key and growing focus areas for politicians, policy makers, regulators, investors, activists and
consumers worldwide. If we fail to keep pace with the growing body of legislative and regulatory reform in
this area and regulator and client expectations, our business may be adversely affected.
If regulatory incentives alter fuel or power choices, there may be a decrease in the size of the
markets for certain energy products where we historically had significant market shares (such as fuel oil).
We may fail to capture market share as interest increases in new energy products or adequately price
future assumptions for these new commodities. Depending on the nature and speed of any such
changes, we may be unable to successfully compete in or transition away from oil and gas to renewable
commodity markets or from, for example, crude oil and residual fuel to middle distillates or higher
distillates, such as liquid natural gas. Failure to make such a transition may result in decreased revenue,
which could adversely affect our business, financial condition, results of operations and prospects.
We will need to replace, upgrade and expand our computer and communications systems
in response to technological or market developments, and the failure to do so could adversely
affect the performance and reliability of such systems and networks, and as a result, our ability to
conduct business.
Any failure to adequately maintain and develop our computer and communications systems and
networks could adversely affect the performance and reliability of such systems and networks, which in
turn could harm our business.
The markets in which we compete are characterized by rapidly changing technology, evolving
client demand and uses of our products and services and the emergence of new industry standards and
practices. Changes in any of these factors could render our existing technology and systems obsolete or
undermine the attractiveness of new products and services that we develop. Our future success will
depend in part on our ability to anticipate and adapt to technological advances, evolving client demands
and changing standards in a timely, cost-efficient and competitive manner and to upgrade and expand our
systems and client offerings accordingly.
Any further upgrades or expansions in technology and the use of such technology may require
significant expenditures. Updates to our systems may result in program errors, which could negatively
impact our business and our clients. We may fail to update and expand our systems adequately, and any
upgrade or expansion attempts may not be successful or accepted by the marketplace or our clients. If
we fail to update and expand our systems and technology adequately, or to adapt our systems and
technology to meet evolving client demands (particularly in more conservative markets such as the United
States) or emerging industry standards, we may be unable to compete effectively. Our failure to
successfully manage these risks could adversely affect our business, financial condition, results of
operations and prospects.
If we lose access to our premises or become unable to operate from our facilities, our
ability to conduct our business may be limited.
Our employees operate from premises that provide the necessary facilities and systems to enable
them to carry out their roles. Our disaster recovery sites, work-from-home policies and capabilities and
business continuity plans may not cover all activities within our business. If our business continuity plans
do not operate effectively, or if our work-from-home capabilities fail, our business may be adversely
affected. Any of the above factors could adversely affect our business, financial condition, results of
operations and prospects.
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Acquisitions may expose us to regulatory or legal proceedings, which could adversely
impact our reputation and result in financial losses.
When acquiring a business, we have in the past and may in the future enter into an agreement
with the seller to acquire either the entire share capital of the target company or all or certain assets of the
target company. If we identify a specific matter during the due diligence process that could expose us to
litigation or other material risks, we may structure the transaction so that instead of acquiring the target
company from the seller, we acquire substantially all the assets of such company but exclude specific
liabilities from the transaction. In such case, the company and the excluded liabilities would remain with
the seller.
Despite these arrangements, we may nevertheless become involved in legal proceedings after an
acquisition is completed. For example, a third party may initiate a claim against us, instead of the seller, in
connection with liabilities that were specifically excluded from the scope of the acquisition, which may
cause us to suffer reputational damage. If we are required to pay any fees, including legal fees, as a
result, we may need to seek compensation from the seller, which may be difficult to obtain.
In addition, we may become involved in regulatory proceedings in connection with pre-acquisition
events. For example, in 2023 and 2024, MCMI was subject to various requests from regulatory bodies
and governmental authorities in connection with the FTX bankruptcy and the accounts held with MCMI by
FTX’s affiliates, Alameda and Emergent.
Even where we are not directly involved in regulatory or legal proceedings, our reputation and/or
the reputation of our acquired companies may be adversely affected by pre-acquisition events. For
example, in June 2023, the FCA in the United Kingdom fined ED&F Man Capital Markets Limited (now
called MCML Limited), the U.K. subsidiary of ED&F Man Holdings Limited that we did not acquire, £17.2m
for failing to ensure that certain dividend arbitrage trading activities that its clients carried out between
February 2012 and March 2015 were legitimate. Liability for these activities remained with the ED&F
group, as we had identified these activities as a risk during our due diligence process and intentionally
structured our acquisition of ED&F Man Capital Markets in the United Kingdom as an asset sale to
exclude any such losses or liabilities. However, our association with ED&F Man Capital Markets Limited
and the press coverage of the fine caused us to contact certain press agencies to correct certain facts
from the way they were initially reported. We have also been incorrectly served with legal proceedings in
connection with the same activities.
Regulatory or legal proceedings arising from an acquisition could also divert our management
team and resources away from core business activities and the execution of our business strategy. Our
failure to successfully manage these risks could adversely affect our business, financial condition, results
of operations and prospects.
If we fail to identify and complete further acquisitions on favorable terms or at all, or fail to
effectively integrate our acquisitions, our future growth could be adversely affected.
Since 2019, we have made numerous acquisitions of varying sizes in the United Kingdom, United
States, Asia-Pacific region and Europe, including CSC Commodities UK Limited, the business and assets
of the Rosenthal Collins Group LLC, X-Change Financial Access LLC (“XFA”), the U.K. business of and
certain U.S. entities from ED&F Man Capital Markets, the brokerage business of and select entities from
the OTCex/HPC group, Cowen’s legacy prime services and outsourced trading business and the
Winterflood business. A significant portion of our historical growth has been achieved through strategic
acquisitions. We believe acquisitions will continue to form a central pillar of our growth strategy going
forward. Our ability to successfully identify and complete further acquisitions will depend on many factors,
including:
•the availability of suitable acquisition opportunities;
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•obtaining any required financing on suitable terms;
•the level of competition from other companies, which may have greater financial resources;
•our ability to value potential acquisition opportunities accurately and negotiate acceptable terms
for those opportunities; and
•our ability to obtain approvals and licenses from the relevant governmental authorities and to
comply with applicable laws and regulations without incurring undue costs and delays.
Acquisitions may divert significant management time and attention from the ongoing development
and operation of our business. Any of these factors could adversely affect our ability to identify and
complete further acquisitions on favorable terms or at all. If we negotiate acquisitions that are not
ultimately consummated, such negotiations could divert management time from core business activities
and result in significant out-of-pocket costs.
Even if we are able to acquire other businesses, we may encounter challenges when integrating
acquisitions into our business, including challenges that we cannot anticipate or foresee at the time of
acquisition. If we fail to retain the existing clients of the acquired companies or to retain and assimilate
such companies’ key personnel, the expected revenue and cost synergies associated with such
acquisitions may not be realized in full or at all. The process of integrating any acquisitions may also take
longer than expected. If we encounter any unforeseen legal, regulatory, contractual, employment or other
issues or significant unexpected liabilities or contingencies, the integration process may be further
delayed.
Other challenges may arise during the integration process. We may fail to effectively integrate the
acquired business into our financial reporting, information technology and/or risk management
frameworks. As our business continues to grow, we will be required to further develop and enhance our
managerial, operational and other resources and to embed effective internal controls and governance
procedures at a rate that is commensurate to the growth of our business. If we fail to effectively manage
the integration process, we may be subject to additional regulatory scrutiny and the potential for
regulatory sanctions, increased compliance and other costs and damage to our reputation. After the
integration process is complete, we may fail to realize the expected benefits of our acquisitions. Since a
significant portion of our historical growth, including our recent growth, has been achieved through
acquisitions, any failure to successfully manage these risks may adversely affect our business, financial
condition, results of operations and prospects.
Our due diligence in connection with acquisitions may not effectively identify, or the seller
may omit to disclose, material matters that could expose us to legal proceedings or regulatory
action or result in reputational harm and/or financial loss.
When conducting due diligence and assessing an acquisition target prior to completion, our
management team and our legal and financial advisers rely on the resources available to them, including
information and data regarding an acquisition target that the seller will have provided directly. Our
management team and advisers may not be able to confirm the completeness, genuineness or accuracy
of such information and data. As a result, we depend on the integrity and accuracy of the seller and any
parties that act on the seller’s behalf. The due diligence process may also be expedited where we are
seeking to take advantage of short-lived acquisition opportunities. As a result, the available information at
the time of an acquisition decision may be limited, inaccurate and/or incomplete, and our management
team and advisers may not have sufficient time to fully evaluate such information even if it is available.
The due diligence process may not reveal or highlight all relevant facts that may be necessary or
helpful when we are evaluating an acquisition opportunity. For example, we may fail to identify or assess
the magnitude of certain liabilities, shortcomings or other circumstances when we are determining the
value of an acquisition target. We will also make subjective judgments about the results of operations,
25
financial condition and prospects of an acquisition target. If the due diligence process fails to correctly
identify material risks and liabilities, or if we consider such material risks to be commercially acceptable
relative to the opportunity and we do not receive adequate recourse for such risks, we may not be able to
recover our losses from the seller. We may also have to litigate to recover losses, which may be costly
and divert management attention, and we may suffer reputational damage as a result.
The value of an acquisition target may also be affected by fraud, misrepresentation or omission
by the seller, its advisers or other parties. Such fraud, misrepresentation or omission may artificially inflate
our valuation of the acquisition target, causing us to overpay, or increase the risk that the acquired
company is subject to unforeseen litigation or regulatory action after completion. Any of the above factors
could adversely affect our business, financial condition, results of operations and prospects.
Our risk management policies and procedures may leave us exposed to unidentified or
unanticipated risk, which could harm our business.
Our risk management policies and procedures may not be fully effective in mitigating our risk
exposure in all market environments or against all types of risk, including risks that are unidentified or
unanticipated. These policies and procedures rely on a combination of technology and human controls
and supervision that are subject to error and failure. Some of our methods for managing risk are
discretionary by nature, are based on internally developed controls and observed historical market
behavior and also rely on standard industry practices. These methods may not adequately prevent
losses, particularly as they relate to extreme market movements, which may be significantly greater than
historical fluctuations in the market. In addition, our policies and procedures may not adequately prevent
losses due to technical errors if our testing and quality control practices are not effective in preventing
software or hardware failures.
Changes to our risk policies and procedures accommodating increased risk tolerance will
increase the Firm’s exposure to greater losses. For example, the Firm has aligned the value-at-risk
methodology used by different business lines. However, coverage is not complete, and work is ongoing to
incorporate specific exotic products. We recognize this limitation by applying a wide range of stress
testing, both on individual portfolios and on our consolidated positions. We continue to develop our VaR
framework and risk sensitivities to help us ensure a more consistent method of risk management for all
desks. However, there can be no assurance that these measures will be effective in identifying or
mitigating all risks, and any failure to accurately measure or manage our risk exposure could have a
material adverse effect on our business, financial condition, and results of operations.
Even if our risk management policies and procedures are effective in mitigating known risks, new
unanticipated risks may arise, and we may not be protected against significant financial loss stemming
from these unanticipated risks. These new risks may emerge if, among other reasons, regulators adopt
new interpretations of existing laws, new laws are adopted or third parties initiate litigation against us
based on new, novel or unanticipated legal theories. Our policies and procedures may not prevent us
from experiencing a material adverse effect on our financial condition and results of operations and cash
flows.
Risks Relating to Our Financial Position
Changes in judgments, estimates and assumptions made by management in the
application of our accounting policies may result in significant changes to our reported financial
condition and results of operations.
Accounting policies and methods are fundamental to how we record and report our financial
condition and results of operations. In the application of our accounting policies, management must make
judgments, estimates and assumptions about the carrying amounts of assets and liabilities that are not
readily apparent from other sources.
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These judgments, estimates and assumptions are based on historical experience and other
factors that are considered relevant. Judgments, estimates and assumptions are reviewed on an ongoing
basis and revisions to accounting estimates are recognized in the accounting period in which an estimate
is revised. Actual results may differ from these estimates, and revisions to estimates can result in
significant changes to the carrying value of assets and liabilities. Because of the uncertainty surrounding
management’s judgments and related estimates, we may make changes in accounting judgments or
estimates that have a significant effect on the reported value of our assets and liabilities and our reported
results of operations and financial position.
We require financial liquidity to facilitate our day-to-day operations. Lack of sufficient
liquidity could adversely impact our operations and limit our future growth potential.
We require substantial financial liquidity to facilitate our operations. Our business involves the
establishment and carrying of substantial open positions for our clients on exchanges and in the OTC
derivatives markets. We must post and maintain margin or credit support for these positions. Significant
adverse price movements can occur that require us to post margin or other deposits on short notice,
whether or not we are able to collect additional margin or credit support from our clients.
We may depend on our debt financing arrangements to fund margin calls and other operating
activities. Any limitations on these sources of liquidity may limit our future growth potential. Our failure to
fund margin calls and other operating activities, or a general lack of sufficient liquidity, may prohibit us
from developing, enhancing and growing our business, taking advantage of future opportunities and
responding to competitive pressure, any of which may adversely affect our business, financial condition,
results of operations and prospects. We also rely on our structured notes program, under which we and
our subsidiary Marex Financial issue warrants, certificates or notes, including auto callable, fixed, stability
and credit-linked notes with varied terms (the “Structured Notes Program”), as an important source of
liquidity. As of December 31, 2025, we had $4,226.1m debt securities outstanding under the Structured
Notes Program, some which may be automatically redeemed if certain underlying conditions outside of
our control are met. If a large amount of investors are able to redeem these debt securities, this could
negatively impact our liquidity. If our Hedging and Investment Solutions business is unable to sell
structured notes to investors, either because of a credit downgrade or for any other reason, this may limit
our future growth, and we may need to raise additional funds externally, either in the form of debt or
equity.
Changes to our credit ratings may impact our access to liquidity and future growth
potential.
In addition to our Structured Notes Program, we have a Euro Medium Term Note Program
(“EMTN Program”), a public offer program, under which our subsidiary Marex Financial issues warrants,
certificates or notes, including auto-callable, fixed, stability and credit-linked notes with varied terms (the
“Public Offer Program”), a Tier 2 Capital structured notes program within which Marex Financial, as issuer
or co-issuer, can offer investors returns that are linked to the performance of a variety of asset classes
(the “Tier 2 Program”) and have issued a Fixed Rate Reset Perpetual Subordinated Contingent
Convertible Notes Program (“AT1 Securities”). We also have three SEC-registered programs under which
we can issue different types of senior U.S. debt securities. On October 28, 2024, our Form F-1
Registration Statement under which we can offer, on a continuous basis, up to $700.0m in aggregate
principal amount (or the equivalent thereof if any other currency) of senior notes due nine months or more
from date of issue (the “F-1 Statement”) became effective, to and, on May 01, 2025, we filed a Form F-3
Registration Statement with the SEC under which we can offer senior debt securities, subordinated debt
securities and contingent capital securities (the “F-3 Program) (the F-1 Statement and the F-3 Program
together the “Senior Notes Program” and the senior U.S. debt securities issued thereunder the “Senior
Notes”). On August 04, 2025, we filed a second Form F-3 Registration Statement with the SEC to offer
senior debt securities (“Solutions Securities” and the Solutions Securities Program the “Solutions
Securities Program”). A downgrade of our or Marex Financial’s credit rating could have a material adverse
effect on our ability to issue and sell the securities under the Structured Notes Program, EMTN Program,
27
Public Offer Program, the Tier 2 Program, the Senior Notes Program, the Solutions Securities Program or
to issue additional AT1 Securities, as, in either case, the securities would be less attractive to potential
investors. Our clients’ confidence in our business may also be affected by any credit rating downgrade.
If we experience a credit rating downgrade, we may be unable to renew the revolving credit
facility we have with HSBC Bank PLC, Barclays Bank plc, Bank of China Limited, London Branch and
Industrial and Commercial Bank of China Limited, London Branch (the “Marex Revolving Credit Facility”),
the revolving credit facility MCMI has with BMO Harris Bank N.A. (now BMO Bank N.A.) and a syndicate
of lenders (the “MCMI Revolving Credit Facility”) or the uncommitted securities financing facility with BMO
Harris Bank N.A. (now BMO Bank N.A.) (the “MCMI Credit Facility” and, together with the Marex
Revolving Credit Facility and the MCMI Revolving Credit Facility, the “Credit Facilities”) at the end of each
of the respective terms. In such event, it may not be possible to replace our Credit Facilities with another
instrument on commercially favorable terms or at all. If any of our Credit Facilities are unavailable, we
may need to raise additional funds externally, either in the form of debt or equity.
Failure to maintain sufficient liquidity because of a credit downgrade may limit our future growth
potential. Moreover, because we enter into certain OTC derivative transactions as principal and issue
structured notes to investors, a lower credit rating would make our Hedging and Investment Solutions
business less attractive to current and prospective clients. Our failure to successfully manage these risks
could adversely affect our business, financial condition, results of operations and prospects.
Investor claims, litigation or regulatory scrutiny may limit our ability to use the Structured
Notes Program, the Public Offer Program, the EMTN Program and the Senior Notes Program as
sources of liquidity or result in losses or reputational damage.
The Structured Notes Program, the Public Offer Program, the EMTN Program and the Senior
Notes Program are important sources of liquidity for our business. The value and quoted price of the
structured notes issued under the Structured Notes Program and the Public Offer Program and notes
issued under the EMTN Program, the Senior Notes Program and the Solutions Securities Program at any
time will reflect many factors and cannot be predicted. The following factors, among others, many of
which are beyond our control, may influence the market value of the notes:
•interest rates and yield rates in credit markets;
•the time remaining until the notes mature;
•our creditworthiness, whether actual or perceived, including any actual or anticipated upgrades or
downgrades in our credit ratings or changes in other credit measures; and
in the case of the structured notes:
•the volatility of the levels of the underlying assets;
•whether the notes are linked to a single underlying asset or a basket of underlying assets;
•the level, price, value or other measure of the underlying asset(s) to which the notes are linked;
and
•economic, financial, regulatory, geographic, judicial, political and other developments that affect
the level, value or price of the underlying asset(s), and any actual or anticipated changes in those
factors.
Changes in the above factors may adversely affect the value of the notes, including the price an
investor may receive for the notes in a secondary market transaction. A decrease in the price an investor
may receive for the notes may expose us to investor lawsuits and claims regarding potential mis-selling or
accusations of misrepresentations regarding the notes. Such claims, and the associated reputational
28
damage, may impact our ability to market, and investor demand for, these programs. Our failure to market
these programs, or a lack of investor demand for the notes issued under any of these programs, may
decrease our net liquidity reserves.
We use third-party distributors to distribute structured notes to investors. If the distributors breach
their contractual obligations to us to appropriately distribute the structured notes to the target market that
we have identified, or misrepresent the financial performance of the notes, we may be subject to mis-
selling claims from investors in the structured notes. A distributor may otherwise breach its contractual
obligations to us including, for example, by failing to fulfill investor orders that are communicated to us
and for which we have already entered into hedging transactions.
Any of the above factors may impair our development and use of the Structured Notes Program,
the Public Offer Program, the EMTN Program or the Senior Notes Program and adversely affect our
business, financial condition, results of operations and prospects.
A significant decrease in investor demand for the AT1 Securities could adversely impact
our ability to issue further AT1 Securities to satisfy our capital requirements.
In recent years, there has been uncertainty as to the regulatory treatment of contingent
convertible securities, like our AT1 Securities, in times of financial turmoil. For example, as part of the sale
of Credit Suisse Group AG (“Credit Suisse”) to UBS Group AG (“UBS”) announced in March 2023, the
Swiss Financial Market Supervisory Authority issued a decree ordering the write-down of outstanding
Credit Suisse Additional Tier 1 instruments (the “AT1 Instruments”), comprising an aggregate nominal
value of approximately CHF 16bn ($17.3bn). The write-down, which was implemented pursuant to the
contractual terms of the AT1 Instruments, was enforced notwithstanding the ability of the holders of Credit
Suisse ordinary shares to receive consideration in connection with the sale to UBS.
In times of financial stress, there is no guarantee that Common Equity will remain the first to
absorb losses in case of resolution or insolvency, including under governing laws other than Swiss law,
and that only after their full use would Additional Tier 1 instruments be converted into equity or written
down. If our AT1 Securities are converted into ordinary shares, the number of our ordinary shares issued
and outstanding would increase, and our existing shareholders would experience dilution. Further write-
downs of Additional Tier 1 instruments in response to unexpected circumstances could adversely impact
investor demand for Additional Tier 1 instruments going forward, including demand for our issuance of the
AT1 Securities. If investor demand for the AT1 Securities declines, we may need to rely on other
instruments to satisfy our capital requirements, and failure to meet our capital requirements could lead to
materially adverse regulatory enforcement proceedings or a downgrade in our credit ratings from S&P
and Fitch. Our failure to successfully manage these risks could adversely affect our business, financial
condition, results of operations and prospects.
The agreements governing our Credit Facilities and other debt contain financial covenants
that impose restrictions on our business.
The agreements governing our Credit Facilities, Structured Notes Program, Public Offer Program,
EMTN Program, Senior Notes Program, Solutions Securities Program and other debt impose significant
operating and financial restrictions and limit our ability and that of our restricted subsidiaries to incur and
guarantee additional indebtedness or make other distributions in respect of, or repurchase or redeem,
capital stock and prepay, redeem or repurchase certain debt, among other restrictions.
Our failure to comply with these restrictive covenants, as well as others contained in any future
debt instruments we may enter into from time to time, could result in an event of default, which, if not
cured or waived, could have a material adverse effect on our business, financial condition and results of
operations and require us to repay these borrowings before their maturity. Our inability to generate
sufficient cash flow to satisfy our debt obligations, to obtain additional debt or to refinance our obligations
29
on commercially reasonable terms would have a material adverse effect on our business, financial
condition and results of operations.
Our indebtedness may increase, including as a result of the offering of Senior Notes, which could
adversely affect our ability to raise additional capital to fund our operations, limit our ability to react to
changes in the economy or our industry, expose us to interest rate risk to the extent of our floating rate
notes and prevent us from meeting our debt obligations.
We regularly review opportunities to diversify and expand our capital structure, and on October
30, 2024, following the launch of our Senior Notes Program, we completed an offering and received net
proceeds of $596.7m. On May 01, 2025 we completed a further offering and received net proceeds of
$498.3m. As of December 31, 2025, we had $5,721.6m of outstanding debt securities, and any future
Senior Notes or other notes offered will increase our outstanding indebtedness. Any Senior Notes we may
offer may subject us to further restrictions, including covenants that could restrict our ability to obtain
additional financing in the future. The terms of such Senior Notes will be set out in an applicable
prospectus supplement to the Senior Notes Registration Statement. Our indebtedness, including any
increased indebtedness could have adverse consequences, including:
•exposing us to the risk of increased interest rates to the extent any of our borrowings are at
variable rates of interest;
•increasing our cost of borrowing;
•increasing our vulnerability to adverse economic, industry or competitive developments;
•requiring a substantial portion of cash flow from operations to be dedicated to the payments on
our indebtedness, reducing our ability to use cash flow to fund our operations, capital
expenditures and future business opportunities;
•making it more difficult for us to satisfy our obligations with respect to our indebtedness, including
restrictive covenants and borrowing conditions, which could result in an event of default under the
agreements governing such indebtedness;
•restricting us from making strategic acquisitions or causing us to make nonstrategic divestitures;
•limiting our ability to obtain additional financing for working capital, capital expenditures product
development, debt service requirements, acquisitions and general corporate or other purposes;
and
•limiting our flexibility in planning for, or reacting to, changes in our business or market conditions
and placing us at a competitive disadvantage compared to our competitors who are less highly
leveraged and who, therefore, may be able to take advantage of opportunities that our leverage
prevents us from exploiting.
Any such fluctuation in the financial and credit markets, or in the rating of us or our subsidiaries,
may impact our ability to access debt markets in the future or increase our cost of current or future debt,
which could adversely affect our business, financial condition or results of operations.
Risks Relating to Regulation
If we fail to comply with applicable law and regulation, we may be subject to enforcement
or other action, forced to cease providing certain services, either generally or to certain
categories of clients, or obliged to change the scope or nature of our operations.
We operate in a highly regulated environment. Our business includes multiple entities that are
regulated by financial services regulators in different jurisdictions, including but not limited to:
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•the FCA in the United Kingdom;
•the AMF and the ACPR in France;
•ASIC in Australia;
•the Alberta Securities Commission and the Ontario Securities Commission in Canada;
•the Central Bank of Ireland;
•the Bank of Italy and Consob in Italy;
•the CMVM in Portugal;
•the CNMV in Spain;
•the BaFin in Germany;
•the JFSC in Jersey;
•FINMA in Switzerland;
•the SCA and the DFSA in Dubai;
•the SCA and FSRA in Abu Dhabi;
•the SFC in Hong Kong;
•MAS in Singapore;
•the CFTC, the SEC, FINRA, and the NFA in the United States; and
•the CMV in Brazil.
Our failure to comply with applicable regulatory requirements, including with respect to financial
crime regulations (including those pertaining to sanctions, AML, anti-corruption, tax evasion and fraud),
regulatory capital requirements, conduct of business, governance, reporting obligations and oversight of
our internal control environment, could subject us to regulatory enforcement or other actions.
As we grow and diversify our business by expanding into new jurisdictions, services and
products, we will be required to operate within new regulatory frameworks. Such new frameworks can be
complex, and even where we have consulted local specialists, there is a risk that we may fail to
understand or fully implement certain regulatory requirements. In addition, in connection with the
acquisitions that we enter into, we may be required by regulators in applicable jurisdictions to take steps
to bring the target business in line with regulatory requirements. Where we fail to do so, we may be
exposed to regulatory inquiries, enforcement or other action as well as reputational damage.
Equally, the regulatory landscape is constantly evolving in the markets in which we operate
(including where we are not currently regulated), with rules and guidance changing frequently, typically
increasing our regulatory and compliance obligations and ongoing responsibilities to the markets and our
clients. Failure to keep up to date on these developments and implement them correctly and in a timely
way may expose us to regulatory inquiries, enforcement or other action as well as reputational damage.
Regulatory compliance requires a significant commitment of resources. Our ability to comply with
applicable law and regulation largely depends on our establishment and maintenance of compliance, risk,
control and reporting systems, as well as our ability to attract and retain qualified compliance, risk and
other control function personnel. These requirements may require us to make future changes to our
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management and support, control and oversight structure that could significantly increase our costs. We
make numerous reports to regulators about relevant trading activities, both on our own behalf and on
behalf of certain of our clients. If we fail to make such reports, or make any errors or discrepancies in
such reporting, we could be subject to enforcement or other regulatory actions.
This could similarly expose us to litigation, regulatory inquiries, enforcement or other action, as
well as reputational damage. Regulators have broad powers to investigate and enforce compliance with
applicable rules and regulations, including the ability to require the appointment of a skilled person,
appoint investigators, impose censures or financial penalties on us, fine, suspend or prohibit our
employees from performing regulated activities or limit or withdraw authorizations that we require to
operate portions of our business.
We have failed in the past, and may fail in the future, to comply with certain regulatory
requirements and have been subject to fines and other orders by U.S. and other regulators and self-
regulatory organizations (“SROs”) (including, but not limited to, the CFTC, the CME and Nasdaq Global
Select Markets (“Nasdaq”)) in connection with certain of our activities. We have also, from time to time,
been subject to immaterial fines by U.S. and global regulators and SROs in connection with routine
exchange supervisory oversight. Our failure to address these or any future supervisory action,
investigations or enforcement actions could adversely affect our reputation, result in losses of clients and
employees, reduce our ability to compete effectively, result in financial losses or result in potential
litigation, regulatory actions or penalties (including the imposition of limits on, or withdrawals of, regulatory
authorizations). Our failure to successfully manage these risks could adversely affect our business,
financial condition, results of operations and prospects.
Companies in the financial services industry have been subject to an increasingly regulated
environment over recent years, and penalties and fines sought by regulatory authorities have increased
considerably. In addition, following recent news, congressional, regulatory and news media attention to
U.S. equities market structure and the regulatory and enforcement environment more generally, has
created uncertainty with respect to various types of transactions that historically had been entered into by
financial services firms and that were generally believed to be permissible and appropriate. The
relationships between broker-dealers and market making firms, short selling and “high frequency” and
other forms of low latency or electronic trading strategies continue to be the focus of extensive regulatory
scrutiny by federal, state and foreign regulators and SROs, and such scrutiny is likely to continue.
We and our businesses are subject to regulation by the CFTC, the NFA, the SEC, FINRA
and other regulatory and self-regulatory organizations. Complying with relevant regulations may
result in significant costs and expenses and adversely affect our business, financial condition and
results of operations.
Certain Marex entities are subject to significant governmental regulation in the United States and
are required to comply with requirements imposed by the CFTC, the NFA, the SEC, FINRA and other
regulatory and self-regulatory organizations. The Dodd-Frank Wall Street Reform and Consumer
Protection Act (the “Dodd-Frank Act”) amended the Commodity Exchange Act, as amended (“CEA”) to
provide for federal regulation of the OTC derivatives market and entities, such as us, that may participate
in those markets. The CFTC is responsible for enforcing the CEA and has broad enforcement authority
over commodity futures and options contracts traded on regulated exchanges as well as other
commodities trading in interstate commerce. Designated by the CFTC as a registered futures association,
the NFA is the industry-wide, SRO for the U.S. derivatives industry. The NFA has the authority to
implement what it believes are best practices for the industry, create rules that its members must follow
and impose fines or revoke the membership of its members. To that end, the Marex entities subject to
regulation by the CFTC, the NFA or other SROs must comply with the requirements set out by the CEA,
NFA or other applicable law including, as applicable, minimum financial and reporting requirements, the
establishment of risk management programs, use of segregated accounts for customer funds,
maintenance of record keeping measures and, in particular, the requirement that trade execution and
communications systems be able to handle anticipated present and future peak trading volumes. The
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SEC is responsible for enforcing U.S. federal securities laws, including the Securities Act of 1933, as
amended (the “Securities Act”) and the Exchange Act. The SEC has broad enforcement authority over
public companies, investment firms and broker-dealers involved in issuing and transacting in securities on
regulated exchanges and OTC markets. FINRA is an SRO authorized by the SEC to oversee and
regulate member firms and their registered representatives. As part of its regulatory authority, FINRA
periodically conducts regulatory exams of its member firms. FINRA licenses individuals and admits firms
to the industry, writes rules to govern their behavior subject to oversight and approval by the SEC,
examines them for regulatory compliance, and disciplines registered representatives and member firms
that fail to comply with federal securities laws and FINRA’s rules and regulations.
Regulators including but not limited to the CFTC, the NFA, the SEC, FINRA and other regulatory
and self-regulatory organizations continue to review and refine their rulemakings through additional
interpretive guidance, staff no-action relief and supplemental rulemakings. As a result, any new
regulations, or modifications to or interpretations of existing regulations, could significantly increase the
cost of derivatives and securities transactions, materially alter the terms of derivative contracts, reduce
the availability of derivatives to protect against risks encountered, reduce our ability to close out or
restructure our existing derivatives contracts, reduce our ability to facilitate securities transactions and
increase our exposure to counterparties. If we are limited in our use of derivatives in the future as a result
of amendments to regulations promulgated under the Dodd-Frank Act, our results of operations may
become more volatile and our cash flows may be less predictable, which could adversely affect the ability
to plan for and fund capital expenditures.
Our current regulatory authorizations could be withdrawn or limited, or we may be unable
to obtain the necessary authorizations to expand our business into new jurisdictions.
The loss of, or the imposition of material limitations or conditions on, any of our authorizations,
permissions or licenses to carry on regulated business could materially impact our operating model.
The loss of any FCA, CFTC, NFA, SEC, FINRA or other authorizations, permissions, licenses or
registrations would limit our operations in the United Kingdom, the United States and other relevant
jurisdictions. Because the United Kingdom and the United States contributed a significant proportion of
our operating profit for the years ended December 31, 2025, 2024,and 2023, limitations on our operations
in either of those jurisdictions would have a material adverse effect on our business. We also operate an
Organized Trading Facility (“OTF”) as defined in Directive 2014/65/EU on markets in financial instruments
(“MiFID II”) (including as implemented and on-shored (as relevant) in the United Kingdom and as
amended from time to time) in three entities: Marex Spectron Europe Limited in Ireland, Marex SA in
France and HPC Investment Services Limited in the United Kingdom. The loss of permission to operate
these OTFs could impact clients of our Agency and Execution business who require their trades to be
executed on an OTF. This could cause certain of our clients to move their business to a competing OTF
operator.
If we fail to comply with applicable law and regulation, we may lose our existing authorizations,
permissions, licenses or registrations, and we may be unable to obtain such new approvals in those
jurisdictions or elsewhere as needed to continue to provide our business. Other factors, such as a transfer
of oversight to a new regulator or a change in regulatory or government policy, could also affect these
matters. Our failure to maintain or obtain regulatory authorizations, permissions, licenses or registrations
in new jurisdictions could prevent us from maintaining or expanding our business. Any of these risks could
adversely affect our business, financial condition, results of operations and prospects.
Changes in law and regulation could have direct and indirect adverse impacts on our
business, activities, clients, market dynamics and structure.
We are subject to the continued risk of legislative and regulatory change, which may further affect
our business. We operate in highly regulated environments and are regulated by financial regulators in a
number of different jurisdictions, including but not limited to the FCA in the United Kingdom and the CFTC,
33
the NFA and the SEC in the United States. Financial regulators may propose or adopt new rules, or new
interpretations of existing rules, and certain market participants, SROs, government officials and
regulators have requested that governmental and regulatory authorities, including U.S. Congress, the
SEC and the CFTC, propose and adopt additional laws and rules. These include rules relating to payment
for order flow, which the FCA and the European Securities and Markets Authority have both highlighted as
raising issues relating to conflicts of interest, off-exchange trading, additional registration requirements,
restrictions on co-location, order-to-execution ratios, minimum quote life for orders, incremental
messaging fees to be imposed by exchanges for “excessive” order placements and/or cancellations,
further transaction taxes, tick sizes, changes to maker/taker rebates programs and other market structure
proposals.
The impact of regulatory change can be direct, for example, by impacting the way in which
trading in one or more products is undertaken (which might, for example, reduce our role as an
intermediary in those markets), or through the introduction of new requirements relating to how we
operate as an intermediary and that we are unable to respond to in a satisfactory way. Changes in rules
to enhance client protection or to regulate the operation of markets might restrict the scope of our
activities or increase our costs and expenses. In particular, changes in rules to enhance client protection
or to regulate the operation of markets might restrict the scope of our activities or may require us to obtain
new permissions to continue our activities.
The impact of regulatory change can also be indirect. For example, regulatory changes could
affect our clients and their willingness or ability to trade. Regulatory changes could increase our clients’
costs, which could, in turn, reduce our transaction volumes. These or similar changes might also create
new types of competition between us and other providers of similar services and products, or put us at a
disadvantage relative to our competitors operating in different regulatory environments.
We may incur significant costs to enable us to comply with new regulations, such as costs
associated with establishing the necessary systems and procedures and training personnel. Even if we
are successful in adapting our services, the initial and ongoing compliance costs may significantly
increase our costs and expenses.
We may also incur significant costs in connection with responding to regulators’ enquiries and
supervision or because of changes needed to reflect developing best practice or regulators’ expectations
relating to the financial markets, such as by enhancing our risk management controls. Continued
divergence between the U.K. and E.U. regulatory regimes as a result of Brexit could also further increase
our overall compliance burden. Even if we successfully adapt our services, the initial and ongoing
compliance costs may require additional investment in management and support resources and
significantly increase our cost base.
Our failure to adapt or deliver services that are compliant with new regulation could significantly
adversely affect our business and our competitive position, which would in turn reduce our revenue and
profitability. Future regulatory reform may require us to make more fundamental changes in our business
model, which could materially impact our business, financial condition and results of operations. Our
failure to successfully manage these risks could adversely affect our business, financial condition, results
of operations and prospects.
We may be required to comply with new regulation when we expand into new markets,
launch new businesses or expand existing businesses or when we acquire other companies and
businesses.
We may develop our activities, acquire new businesses or undertake other changes to our business that
necessitate seeking additional regulatory permissions and/or affect the composition of our client base or
the geographic markets in which we operate. For example, through our subsidiary Hamilton Court Foreign
Exchange Payments S.r.l., which we acquired in 2025, we hold a payments license issued by the Bank of
Italy that allows us to provide regulated payment services to our clients and, subject to obtaining relevant
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licenses, are looking to expand our payments business in other jurisdictions. This could bring us within
the scope of new rules, regulations and registration requirements in various jurisdictions, including in
relation to AML and counter-terrorist financing, safeguarding of client funds, consumer protection and
operational resilience, which could increase our regulatory burden and require us to incur additional costs
to develop systems and procedures to ensure compliance. It could also increase the risk of infringement
of rules and regulations, which may have serious adverse impacts for our business.
Future acquisitions could also cause us to become subject to additional regulations in new or
existing markets. We may need to invest in additional resources to meet these requirements, such as
additional risk management and compliance resources. In certain cases, we may be unfamiliar with these
additional regulatory requirements, which could increase the cost of compliance and the risk of
infringement. Any of the above factors could adversely affect our business, financial condition, results of
operations and prospects.
The amount of capital that we are required to hold or the liquidity requirements applicable to our
business may increase in the future, which could limit our operational flexibility and our ability to pay
dividends. Our failure to maintain excesses over the minimum levels of capital and liquidity required could
also subject us to action by regulators or force us to change the scope of our operations.
Changes in our regulatory environment or our business, or the imposition of new or increased
regulatory requirements, could result in increased capital or liquidity requirements at the level of the
holding company of Marex or individual regulated subsidiaries, or both. For example, the provisions of the
Prudential sourcebook for MiFID Investment Firms (the “MIFIDPRU Sourcebook” in the FCA’s handbook
of rules and guidance (the “FCA Handbook”)) and provisions of any legislation, rules and/or guidance that
implement or complement the provisions of the MIFIDPRU Sourcebook (the “IFPR Rules”) apply to our
business, as do the provisions of the SEC’s Net Capital Rule 15c3-1 under the Exchange Act. The IFPR
Rules have caused us to incur implementation and additional compliance costs. We assess the impact of
the IFPR Rules on our business and operations on at least an annual basis as part of our Internal Capital
Adequacy and Risk Assessment. However, the full impact of the IFPR Rules on our business is not yet
certain and may require changes to our capital structure or operations.
Our regulatory capital and liquidity assessments are subject to regular supervisory review by the
FCA, CFTC, NFA, SEC, FINRA and other regulatory and self-regulatory bodies. The FCA generally
imposes a scalar and other add-ons, and these are subject to change and may increase in the future. Our
own assessment of these requirements is also subject to change from time to time and may increase in
the future. Increases in individual or consolidated capital or liquidity requirements may restrict the ability of
an entity to distribute its earnings within our group or require additional capital to be injected into our
business or an individual entity. This may restrict our ability to pay interest, principal and dividends, or
require us to raise additional capital or increase our indebtedness. As a result, these regulations may limit
our flexibility regarding our capital structure.
Changes to our capital requirements, or our ability to meet them, including changes in insolvency
law in any material jurisdiction, could limit or prevent us from treating client exposures on a net basis
under the IFPR Rules. This could require us to hold additional capital. Our failure to successfully manage
these risks could adversely affect our business, financial condition, results of operations and prospects.
Our financial position and results of operations could be adversely affected by changes in
taxation rates and regimes, failure to comply with tax requirements, and from challenges by tax
authorities.
We are subject to taxes in the various jurisdictions in which we operate, and as a result, we are
exposed to changes in taxation rules and regulations (possibly with retroactive effect), which could require
us to pay additional tax amounts, fines or penalties, surcharges and interest charges for past amounts
due, the amounts and timing of which are difficult to discern. Failure to comply with all local tax rules and
regulations may subject us to penalties and fines. Furthermore, changes to tax laws on income, sales,
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use, import/export, indirect or other tax laws, statutes, rules, regulations or ordinances on multinational
corporations continue to be considered by countries in the European Union, the United States and other
countries where we currently operate or plan to operate, such as the Anti-Tax Avoidance Directives, as
well as the Base Erosion and Profit Shifting reporting requirements, mandated and/or recommended by
the European Union, G8, G20 and Organization for Economic Cooperation and Development (“OECD”),
including the imposition of a minimum global effective tax rate for multinational businesses (“Pillar II”).
These contemplated tax initiatives, if finalized and adopted by countries, and the other tax issues
described above may materially and adversely impact our operating activities, effective tax rate, deferred
tax assets, operating income and cash flows.
Any changes in taxation rates and regimes, such as the implementation of a Global Minimum Tax
of 15% on the profits of affected multinationals in each jurisdiction in which they operate as part of the
OECD’s Pillar II rules, may require an increased proportion of our profit to be paid in taxation or may
cause our activities to become less profitable or unprofitable through the imposition of higher transaction
taxes or indirect taxes on us or our clients. If we are subject to challenge from tax authorities on these or
other matters, we may have to make significant tax payments in the future. Any of the above factors could
adversely affect our business, financial condition, results of operations and prospects.
We may incur significant tax risks and inherit significant tax liabilities in connection with
our acquisitions.
We may be exposed to significant tax risks in connection with our acquisitions, including risks
relating to restructuring measures that we may implement to achieve a tax-efficient structure. It may not
be possible to implement such measures prior to or immediately following the acquisition, and the tax
authorities may challenge such measures once they have been implemented. In addition, we may inherit
significant tax liabilities in connection with an acquisition, either because we consider such tax liabilities to
be commercially acceptable relative to the acquisition opportunity or because such tax liabilities were not
identified as part of the due diligence process.
Any recourse available under the related acquisition agreements may not fully protect us from
such risks. If these tax exposures materialize in the future, we may incur significant costs due to possible
reassessments, interest on late payments or fines and penalties, which could adversely affect our
business, financial condition, results of operations and prospects.
We may be exposed to transfer price risks in connection with our operating activities.
We take advantage of our international network and centralize our strategic functions. In
particular, we transfer and provide goods and services among our corporate group and have adopted an
OECD compliant corporate tax transfer pricing model for the billing of intercompany services. There is a
risk that tax authorities in individual countries will assess the relevant transfer prices differently from our
tax transfer pricing model and address retroactive tax claims against our subsidiaries. While we consider
that our transfer pricing model is fully compliant with all relevant legislation, there can be no assurance
that our transfer prices will be accepted by all the relevant authorities. In the event of a material dispute of
this nature, we will seek to resolve this through mutual agreement procedures. If they fail to be accepted,
this could have a material adverse effect on our business, financial condition and results of operations.
We are subject to significant regulatory reporting requirements relating to transactions
executed with us. Failure to comply with regulatory reporting rules could expose us to the risk of
enforcement action by regulators.
We are subject to various regulatory reporting requirements including best execution, trade and
transaction reporting requirements under MiFID II and trade reporting requirements under Regulation
(EU) No 648/2012 on OTC derivatives, central counterparties and trade repositories (“EMIR”) (in each
case, as implemented in the United Kingdom and as amended from time to time). These reporting
requirements require us to make public or report to regulators or trade repositories certain information
36
relating to transactions carried on with us or that we have executed. Although we maintain policies and
procedures intended to ensure compliance with these requirements, compliance with regulatory reporting
requirements has been an area of focus by regulators, with the FCA taking enforcement action against a
number of companies in this area. Failure to comply with these rules exposes us to the risk of potential
enforcement action by regulators and could adversely affect our business, financial condition, results of
operations and prospects.
We are subject to significant regulatory requirements when we hold client money. Failure
to comply with the client money rules could expose us to the risk of litigation or enforcement
action by regulators.
Our subsidiaries Marex Financial and Marex Spectron Asia Pte. Ltd. hold client money in
connection with their respective clearing businesses, an area of general regulatory focus. In the United
Kingdom and the United States, this is a particular regulatory issue, and several other regulated firms
have been the subject of enforcement action, including substantial fines, for failure to comply with the
client money rules. We may be subject to similar enforcement action in the future if we fail to comply with
relevant client money requirements.
The nature and complexity of the rules relating to the handling of client money means that
compliance failings have occurred in the past and may occur in the future, inadvertently or in situations in
which clients do not suffer, or are not materially at risk of suffering, a loss. Any material failure to comply
with relevant rules exposes us to various risks, including potential action by regulators and clients,
financial loss and adverse impacts on our reputation and relationships with clients.
Marex Financial and Marex Spectron Asia Pte. Ltd. also hold client money in segregated client
accounts with banks and Clearing Houses in accordance with their jurisdictions’ respective client money
rules, which could expose us to the risk of failings by those entities and could cause us to experience a
material loss if we are responsible for losses to clients or Marex Financial or Marex Spectron Asia Pte.
Ltd. has not abided by its obligations. Any of the above factors could adversely affect our business,
financial condition, results of operations and prospects.
Sustainability and environmental, social and governance factors are key focus areas for
politicians, policy makers, regulators, government officials, investors, activists and consumers
worldwide. If we fail to keep pace with the growing and diverging body of legislative and
regulatory reform in this area and regulator and client expectations, our business may be
adversely affected.
There has been complex scrutiny and evolving expectations, including by governmental and non-
governmental organizations, consumer advocacy groups, third-party interest groups, investors,
consumers, employees and other stakeholders, on environmental, social and governance (“ESG”)
practices, commitments, performance and disclosures. New ESG-related laws and regulations on
disclosure requirements, governance and risk management, benchmarks and the prudential framework
have been introduced or enacted in jurisdictions where we operate. Adoption of proposed laws and
regulations, or significant expansion of enacted laws and regulations in the future, could introduce new
requirements or otherwise materially impact our business and operations.
For example, on March 6, 2024, the SEC finalized rules on climate-related disclosures, including
with regards to greenhouse gas (“GHG”) emissions and certain climate-related financial statement
metrics. We are continuing to assess the scope and impact of these rules given the subsequent legal
challenges against the rules and the SEC’s decision on March 27, 2025 to end its defense of the rules.
Further, in October 2023, the State of California adopted new climate-related laws, two of which are being
challenged in the federal courts, that will require certain covered entities to disclose their GHG emissions,
provide a climate-related financial risk report, as well as publish information about the offsets and/or
reduction claims annually on their website. Similar GHG emissions disclosure laws have been proposed
37
and passed in other states. We continue to assess the scope and impact of the adopted and proposed
U.S. federal and state rules, as well as their subsequent legal and political challenges.
The European Union’s Corporate Sustainability Reporting Directive (“CSRD”), the International
Sustainability Standards Board (“ISSB”) and the sustainability and climate disclosure standards, the
California climate-related laws and the final SEC climate-related rules, to the extent the two California
laws and the SEC rules survive legal challenges, will each require or otherwise result in significant new
sustainability disclosures from various in-scope entities, which we expect will impact us directly and
indirectly and result in increased costs and potentially impact our business or reputation to the extent our
disclosures are deemed inadequate or false and misleading. In addition, in June 2023, the ISSB, an entity
founded by the IFRS Foundation, finalized its first two IFRS Sustainability Disclosure Standards covering
sustainability-related financial information and climate-related disclosures. Various countries have
indicated their intent to incorporate, account for or otherwise adopt these ISSB standards as law,
including the United Kingdom, Canada, Hong Kong, Singapore, Nigeria, Japan, New Zealand and
Australia. For example, the U.K. Department for Business and Trade is in the process of finalizing and
implementing UK Sustainability Reporting Standards (“U.K. SRS”) which are based on the first two IFRS
Sustainability Disclosure Standards and consequently, the FCA is in the process of replacing the current
Task Force on Climate-Related Disclosures-aligned disclosure regime for in-scope companies with a UK
listing with a U.K. SRS-aligned disclosure regime. The final U.K. SRS and FCA rules are expected in
2026. The U.K. Government intends at a later date to also introduce U.K. SRS-aligned disclosure
requirements for private companies. In January 2023, the CSRD took effect. This directive, as
implemented by E.U. Member State legislation, will result in various sustainability disclosures being
provided by various entities, including us and our clients, on a phased basis. On July 25, 2024, the
Corporate Sustainability Due Diligence Directive (“CSDDD”) entered into force. The CSDDD aims to
ensure that businesses address adverse impacts of their actions, including in their value chains inside
and outside Europe. However, on November 8, 2024, the European Commission indicated that the
CSRD, the CSDDD and a related E.U. Taxonomy Regulation will be consolidated into an “omnibus
simplification package”. On February 26, 2025, the European Commission published its first omnibus
package. This first omnibus package regarding sustainability contains a set of legislative proposals
designed to reduce administrative burdens by amending a range of existing E.U. sustainability
frameworks, including proposals to amend the CSRD, CSDDD and the E.U.Taxonomy. While certain of
these proposals have now entered into force (including the stop-the-clock Directive which postponed
CSRD reporting requirements for certain companies and the transposition deadline/initial application of
CSDDD), others are still going through the legislative process (including the most substantive set of
amendments to CSRD and CSDDD in the “Detailed Directive”) and others are at earlier stages of
discussions (including the revisions to European Sustainability Reporting Standards and the amendments
to the technical screening criteria for the Taxonomy Climate and Environmental Delegated Acts). Where
the amendments will be implemented via an EU Directive, they will also require Member State
transposition in order to be effective.
The stop-the-clock Directive entered into force on April, 17 2025 and was required to be transposed
by E.U. Member States by December, 31 2025. In respect of the Detailed Directive, the amended CSRD
requirements are intended to begin to apply on a phased basis, beginning to apply to certain firms for
reports covering the 2027 financial year, and CSDDD is now intended to instead begin to apply from July,
26 2029.
The omnibus amendments will reshape E.U. sustainability landscape, including by targeting only
the largest companies and alleviating smaller companies from compliance burdens. As a result the
potential impact of the CSRD, CSDDD and E.U. Taxonomy on us and our clients continues to evolve and
there remains significant uncertainty in this area.
The E.U. sustainability frameworks, the ISSB’s sustainability and climate disclosure standards,
the California climate-related laws and the final SEC climate-related rules, to the extent the two California
laws and the SEC rules survive legal challenges, will each require or otherwise result in significant new
sustainability disclosures from various in-scope entities, which we expect will impact us directly and
indirectly and result in increased costs and potentially impact our business or reputation to the extent our
disclosures are deemed inadequate or false and misleading.
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We may also be impacted by a series of other ongoing legislative initiatives at the E.U. and U.K.
level. In the U.K., we may be impacted by the intended implementation of the U.K. SRS , and the U.K.’s
Sustainability Disclosure Requirements (“UK SDR”). Moreover, the U.K. SDR regime contains investment
labels, disclosure and naming and marketing rules which apply to U.K. asset managers and requirements
for distributors of investment products to retail investors in the U.K. . The regime is accompanied by an
anti-greenwashing rule, which is applicable to all regulated firms. HM Treasury is considering extending
the regime to overseas funds and the FCA is considering potential future extensions to pension products
and insurance-based investment products. In addition, in August 2025, the FCA also announced that it
intends to streamline its sustainability reporting framework by simplifying disclosure requirements and
increasing international alignment. Meanwhile, in the E.U., the European Commission continues to
consider potential reforms to the Sustainable Finance Disclosure Regulation (“SFDR”) and on November,
20 2025 the European Commission published its proposals for the revision of SFDR, commencing the
legislative process with the European Parliament and European Council, aiming to simplify the existing
SFDR rules, reduce administrative burdens and address issues in relation to the existing regime. In
addition, the EU ESG Ratings Regulation (Regulation 2024/3005), which provides the EU regulatory
regime for ESG ratings providers, entered into force on January, 2 2025. In the UK, on December, 1 2025
the FCA published a consultation paper (CP25/34) on its proposed approach to the regulation of ESG
ratings. New ESG requirements could also materially affect the business and financial condition of our
clients and the way they conduct their business, which could indirectly affect us.
The regulatory landscape for sustainability and climate-related disclosures has evolved
significantly. While these developments have reduced the immediate scope and burden of certain
proposed requirements, the ultimate form, timing, and applicability of these regulatory frameworks remain
uncertain and subject to ongoing legislative, regulatory, and judicial processes.
A lack of harmonization globally and within jurisdictions in relation to ESG legal and regulatory
reform could lead to a risk of fragmentation in group-level priorities as a result of the different pace and
definition of sustainability transition across global jurisdictions. This may create conflicts across our global
business, which could risk inhibiting our future implementation of, and compliance with, rapidly developing
ESG standards and requirements. Failure to keep pace with the sustainability transition could impact our
competitiveness in the market and damage our reputation, resulting in a material impact on our business.
In addition, failure to comply with applicable legal and regulatory changes in relation to ESG matters may
attract increased regulatory scrutiny of our business and could result in penalties, fines and/or other
sanctions being levied against us as well as lawsuits or other proceedings.
Sustainability-related practices differ by region, industry and issue and are evolving accordingly.
Our sustainability-related practices or assessment of such practices may change over time. Similarly, new
sustainability requirements imposed by jurisdictions where we do business may result in additional
compliance costs, disclosure obligations or other implications or restrictions on our business and/or
operations.
Our business, in particular, the type of products we trade, and our client base could exacerbate
the effect of new ESG rules. Legislative and regulatory reform could also cause us to change our
business or operations, limit opportunities for further expansion, affect our competitive position, cause us
to incur significant compliance and risk management costs and lead to a decline in the demand for our
services. If our ESG-related data, processes and reporting are incomplete or inaccurate, it could lead to
private, regulatory or administrative challenges or proceedings, including with respect to our disclosure
controls and procedures, as well as adverse publicity, any of which could damage our reputation and
business.
Further, we purchase carbon offsets to help balance our carbon and energy footprints and have
incorporated carbon offsets into our renewable product offering. If the cost of carbon offsets were to
materially increase or if we were required to purchase a significant number of additional offsets, our cost
to obtain these offsets could increase materially, which could impact our ability to meet our environmental
sustainability objectives or our financial performance. Additionally, we could experience in the future
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claims or complaints related to our purchase of such offsets or the verification of the carbon offset
programs from which we purchase, as they relate to our statements regarding carbon neutrality and net-
zero goals.
Additionally, organizations that provide information to investors and financial institutions on ESG
performance and related matters have developed ratings processes for evaluating companies on their
approach to ESG matters. Such ratings are used by some investors to inform their investment and voting
decisions. In addition, many investors have created their own proprietary ratings that inform their
investment and voting decisions. Unfavorable ratings or assessment of our ESG practices, including our
compliance with certain disclosure standards and frameworks, as well as omission of our stock into ESG-
oriented investment funds, may lead to negative investor sentiment toward us and the diversion of
investment to other companies, which could have a negative impact on our stock price and our access to
and cost of capital.
We have communicated, and may in the future communicate, certain additional ESG-or climate-related
initiatives and goals to our stakeholders. These initiatives and goals could be difficult and expensive to
quantify and implement. In addition, such initiatives and goals are subject to risks and uncertainties, many
of which may not be foreseeable or may be beyond our control. We may be criticized for the scope or
nature of such initiatives or goals, for any revisions to such initiatives or goals, for failing, or being
perceived to have failed, to achieve such initiatives or goals, or for establishing ESG-related initiatives
and goals at all. Even if we are effective at addressing such initiatives or goals, we may also attract
negative attention from stakeholders with diverging views on sustainability and ESG.
Further, the disclosure standards or frameworks we choose to align with, or are or will be required
to align with, may differ in certain aspects evolve over time, which may result in a lack of consistent or
meaningful comparative data from period to period and/or significant revisions to our goals or reported
progress in achieving such goals and aspirations.
Our competitors could have more robust ESG goals and commitments or be more successful at
implementing and/or disclosing their ESG matters, goals and commitments, which could cause us to lose
clients and adversely affect our reputation. Our competitors could also decide not to establish ESG goals
and commitments at a scope or scale that is comparable to our ESG goals and commitments or may not
be required to comply with as stringent ESG requirements as we are, which could cause our operating
costs to be relatively higher. Any of the above factors could adversely affect our business, financial
condition, results of operations and prospects.
If we become a regulated benchmark administrator, we would be exposed to additional
requirements and regulatory risk.
The E.U. Benchmarks Regulation and the on-shored U.K. Benchmarks Regulation impose
onerous requirements on administrators of in-scope benchmarks. We do not currently administer
benchmarks; however, changes to our business, particularly in relation to the Financial Products division
of our Hedging and Investment Solutions division, could cause us to become a benchmark administrator.
Any of the above factors could adversely affect our business, financial condition, results of operations and
prospects.
If we are required to become a benchmark administrator to carry on our business, we may need
to incur significant time and costs to comply with the additional requirements. If we inadvertently act as a
benchmark administrator without appropriate authorization, we would be exposed to the risk of regulatory
action. Our failure to successfully manage these risks could adversely affect our business, financial
condition, results of operations and prospects. Further, amendments to the E.U. Benchmarks Regulation
took effect from 1 January 2026, narrowing its scope of applicability, and in December 2025 His Majesty’s
Treasury published a consultation proposing to replace the UK Benchmarks Regulation with a new
specified authorized benchmarks regime. The impact of any such resulting changes to the E.U. and U.K.
regimes on our business remains unknown.
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Implementation of and/or changes to the Basel framework, which may affect regulatory
capital requirements and liquidity, may impact the treatment of our securities.
The Basel Committee on Banking Supervision (“BCBS”) has approved a series of significant
changes to the Basel framework for prudential regulation (such changes being referred to by the BCBS as
Basel III, and referred to, colloquially, as Basel III in respect of reforms finalized prior to December 7, 2017
and Basel IV in respect of reforms finalized on or following that date). The Basel III/IV reforms, which
include revisions to the credit risk framework in general, may result in increased regulatory capital and/or
other prudential requirements in respect of certain positions held. The BCBS continues to work on new
policy initiatives. National implementation of the Basel III/IV reforms may vary those reforms and/or their
timing. Investors in our securities are responsible for analyzing their own regulatory position and
prudential regulation treatment applicable to our securities and should consult their own advisers in this
respect.
Any actual or perceived failure to comply with laws, regulations and other requirements
relating to data privacy, security, the processing of Personal Information and cross-border data
transfer restrictions could adversely affect our business, including through increased costs, legal
claims, fines or reputational damage.
As part of our operations we receive, store, handle, transmit, use and otherwise process
information that relates to individuals and/or constitutes “personal data”, “personal information”,
“personally identifiable information”, or other such terms under applicable data privacy laws (“Personal
Information”). We also depend on a number of third party vendors in relation to the operation of our
business, a number of which process data, including Personal Information, on our behalf. We and our
vendors are subject to a variety of data processing, protection and privacy laws, rules, regulations,
industry standards and other requirements, including those that apply generally to the handling of
Personal Information, and those that are specific to certain industries, sectors, contexts, or locations and
which may include those as enacted, implemented and amended in the United States, the European
Union (and its member states), the United Kingdom and other applicable jurisdictions (regardless of
where we have establishments) (“Privacy Requirements”). These Privacy Requirements, and their
application and interpretation are constantly evolving and developing and may require us to incur
significant costs, implement new processes, or change our handling of Personal Information and business
operations. Our failure to maintain the confidentiality of information or comply with the Privacy
Requirements could impact our ability to trade effectively and could result in significant financial losses,
litigation by our clients or other counterparties and regulatory sanctions as well as adverse reputational
effects.
For example, we are subject to the E.U. General Data Protection Regulation (EU) 2016/679 (the
“E.U. GDPR”) and to the United Kingdom General Data Protection Regulation and U.K. Data Protection
Act 2018 (collectively, the “U.K. GDPR”) (the E.U. GDPR and U.K. GDPR collectively referred to as the
“GDPR”). The GDPR imposes comprehensive data privacy compliance obligations in relation to the
processing, protection and privacy of Personal Information, including a principle of accountability and the
obligation to demonstrate compliance such as through records of processing, policies, procedures,
training and audits as well as obligations in relation to international transfers of Personal Information and
allowing such individuals to exercise certain prescribed rights.
In relation to cross-border transfers of Personal Information, case law from the Court of Justice of the
European Union (“CJEU”) states that reliance on the standard contractual clauses (a standard form of
contract approved by the European Commission as an adequate Personal Information transfer
mechanism) alone may not necessarily be sufficient in all circumstances on its own and transfers must be
assessed on a case-by-case basis. We expect the existing legal complexity and uncertainty regarding
international Personal Information transfers to continue and international transfers to the United States
and to other jurisdictions to continue to be subject to enhanced scrutiny by regulators. As the regulatory
guidance and enforcement landscape in relation to international transfers of Personal Information
continue to develop, we could suffer additional costs, complaints and/or regulatory investigations,
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sanctions and/or fines, we may have to stop using certain tools and vendors and make other operational
changes, we may have to or elect to implement revised international Personal Information transfer
mechanisms for intragroup, client and vendor and/or such developments could otherwise affect the
manner in which we provide our services, and could adversely affect our business, operations and
financial condition.
Failure to comply with the GDPR could result in penalties for non-compliance. Since we are
subject to the supervision of relevant data protection authorities under both the E.U. GDPR and the U.K.
GDPR, we could be fined under each regime independently in respect of the same breach. Penalties for
breaches (in the worst case) are up to the greater of €20.0m / £17.5m (as applicable) or 4% of our global
annual turnover. In addition to fines, a breach of the GDPR may result in regulatory investigations,
reputational damage, orders to cease or change our data processing activities, enforcement notices,
assessment notices (for a compulsory audit) and/or civil claims (including class actions).
We are also subject to current and evolving E.U. and U.K. laws in relation to the use of cookies
and other tracking technologies and e-marketing practices. Recent European court and regulator
decisions are driving increased attention to cookies and other tracking technologies. If the trend of
increasing enforcement by regulators including in relation to the strict approach to opt-in consent for all
but essential use cases, as seen in recent guidance and decisions, continues, this could lead to additional
costs, require significant systems changes, limit the effectiveness of our marketing activities, divert the
attention of our technology personnel, adversely affect our margins, and subject us to additional liabilities.
In light of the complex and evolving nature of E.U., E.U. member state and U.K. laws in relation to cookies
and other tracking technologies as well as e-marketing, there can be no assurances that we will be
successful in our efforts to comply with such laws and violations of such laws could result in regulatory
investigations, fines, orders to cease or change our use of such technologies, as well as civil claims
including class actions, and reputational damage.
In the United States, there are numerous federal, state and local regulations on privacy, data
protection and cybersecurity that govern the processing of Personal Information. The scope of these laws
and regulations is expanding and evolving and may be subject to differing interpretations. For example,
we are considered a “financial institution” under the federal Gramm-Leach Bliley Act (the “GLBA”). The
GLBA regulates, among other things, the use of certain information about individuals (“non-public
personal information”) in the context of the provision of financial services, including by banks and other
financial institutions. The GLBA includes both a “Privacy Rule,” which imposes obligations on financial
institutions relating to the use or disclosure of non-public personal information, and a “Safeguards Rule,”
which imposes obligations on financial institutions and, indirectly, their service providers to implement and
maintain physical, administrative and technological measures to protect the security of non-public
personal information. Any failure to comply with the GLBA could result in substantial financial penalties.
In addition, many states have adopted new or modified privacy and security laws and regulations
that may apply to our business. For example, the California Consumer Privacy Act (“CCPA”) went into
effect in 2020 and imposes obligations on certain businesses that process Personal Information of
California residents. Among other things, the CCPA: requires disclosures to such residents about the data
collection, use and disclosure practices of covered businesses; provides such individuals expanded rights
to access, delete, and correct their Personal Information, and opt-out of certain sales or disclosures of
Personal Information; and provides such individuals with a private right of action and statutory damages
for certain data breaches. The enactment of the CCPA prompted a wave of similar legislative
developments in other states in the United States, creating a patchwork of overlapping, but not identical,
state laws. Many other states have enacted comprehensive state privacy laws, or are currently reviewing
or proposing the need for greater regulation related to the collection, sharing, use and other processing of
Personal Information, and there remains increased interest at the federal level as well.
We cannot predict how future Privacy Requirements, or future interpretations of current Privacy
Requirements, will affect our business or our clients, and the cost of compliance. Changes in these
Privacy Requirements across different jurisdictions could impact our ability to deploy our services in
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multiple locations. Any failure or perceived failure to comply with the Privacy Requirements could expose
us to legal proceedings, material monetary damages, and injunctive relief, fines and penalties and could
result in reputational damage, loss of clients, or higher operating costs, which may materially adversely
affect our business, financial condition, results of operations and prospects.
Our inability to maintain, protect and enforce our intellectual property rights could harm
our competitive position and our business.
Our success is dependent, in part, upon protecting our intellectual property rights, including those
in our brands and our proprietary know-how and technology. We rely on a combination of trademark,
trade secret, copyright and other intellectual property laws as well as contractual arrangements to
establish and protect our intellectual property rights. While it is our policy to protect and defend our rights
to our intellectual property, we cannot predict whether the measures that we have taken will be adequate
to prevent infringement, misappropriation, dilution or other violations of our intellectual property rights, or
that we will be able to successfully enforce our rights. Our failure to obtain or maintain adequate
protection of our intellectual property rights for any reason could result in an adverse effect on our
business, financial condition and results of operations.
We rely on our trademarks and trade names to distinguish our services from the services of our
competitors, and have registered or applied to register our key trademarks. We cannot be sure that our
existing trademarks will be maintained or new applications will be approved. In addition, effective
trademark protection may be unavailable or limited for some of our trademarks in some foreign countries
in which we operate. Third parties may also oppose our trademark applications, or otherwise challenge
our use of the trademarks. In the event that our trademarks are successfully challenged, we could be
forced to rebrand our services, which could result in loss of brand recognition, and could require us to
devote resources advertising and marketing new brands. Further, we cannot be sure that competitors will
not infringe our trademarks, or that we will have adequate resources to enforce our trademarks.
While software and other of our proprietary works may be protected under copyright law, we have
not registered any copyrights in these works, and instead, we primarily rely on protecting our software as
a trade secret and through contractual protections. In order to bring a copyright infringement lawsuit in the
United States, the copyright must first be registered. Accordingly, the remedies and damages available to
us for unauthorized use of our software may be limited to those available in connection with trade secret
misappropriation and breach of contract actions.
Although we attempt to protect certain of our proprietary technologies by entering into
confidentiality agreements with our employees, consultants, and others who have access to such
technologies and information, these agreements may be breached, and we cannot guarantee that we will
have sufficient remedies in the event of the agreements are breached. Furthermore, trade secret laws do
not prevent our competitors from independently developing technologies that are substantially equivalent
or superior to ours. Accordingly, despite our efforts to maintain these technologies as trade secrets, we
cannot guarantee that others will not independently develop technologies with the same or similar
functions to any proprietary technology we rely on to conduct our business and differentiate ourselves
from our competitors.
Policing unauthorized use of our know-how, technology and intellectual property is difficult, costly,
time-consuming and may not be effective. Third parties may knowingly or unknowingly infringe upon or
otherwise violate our proprietary rights. We may be required to spend significant resources to monitor and
enforce our intellectual property rights. Any litigation could be expensive to resolve, be time consuming
and divert management’s attention, and may not ultimately be resolved in our favor. Furthermore, if we
bring a claim to enforce our intellectual property rights against an alleged infringer, the alleged infringer
may bring counterclaims challenging the validity, enforceability or scope of our intellectual property rights,
and if any such counterclaims are successful, we could lose valuable intellectual property rights. Any of
these events could seriously harm our business.
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If third parties claim that we infringe upon or otherwise violate their intellectual property
rights, our operations could be adversely affected.
We may become subject to claims that we infringe, misappropriate or otherwise violate the
intellectual property rights of others. Even if we believe these claims are without merit, any claim of
infringement, misappropriation or other violation could cause us to incur substantial costs defending
against the claim, and could distract management and other personnel from other business. Any
successful claim of infringement, misappropriation, or other violation of intellectual property against us
could require us to pay substantial monetary damages or seek licenses of intellectual property from third
parties or could prevent us from using certain intellectual property, including trademarks, which could
result in us having to rebrand our services. Any licensing or royalty agreements, if required may not be
available on commercially reasonable terms or at all. Any of the foregoing could have a negative impact
on our business, financial condition and results of operations.
Risks Relating to Ownership of Our Ordinary Shares
The price of our ordinary shares may be volatile, and you may lose all or part of your
investment.
The market price of our ordinary shares could be highly volatile and may fluctuate substantially
due to many factors, including those described elsewhere in this Annual Report, as well as the following:
•actual or anticipated fluctuations in our revenue, financial condition and results of operations;
•variance in our financial performance from the expectations of securities analysts;
•announcements by us or our direct or indirect competitors of significant business developments,
acquisitions or expansion plans;
•changes or proposed changes in laws or regulations or differing interpretations or enforcement of
laws or regulations affecting our business;
•our involvement in litigation or regulatory actions;
•sales of our ordinary shares by us or our shareholders;
•commodity market activity or pricing levels;
•changes in key personnel;
•the trading volume of our ordinary shares;
•publication of research reports or news stories about us, our acquired companies, our competition
or our industry, or positive or negative recommendations or withdrawal of research coverage by
securities analysts; and
•general macroeconomic conditions and interest rate levels.
As a result, volatility in the market price of our ordinary shares (including periods of market
illiquidity) may prevent investors from being able to sell their ordinary shares at or above the IPO price or
at all. These broad market and industry factors may materially reduce the market price of our ordinary
shares, regardless of our operating performance. In addition, price volatility may be greater if the public
float and trading volume of our ordinary shares is low.
In addition, stock markets have at times experienced extreme price and volume fluctuations. In
the past, following periods of volatility in the market price of a company’s securities, securities class action
44
litigation has often been instituted against that company. If we were involved in any similar litigation, we
could incur substantial costs and our management’s attention and resources could be diverted.
Short sellers of our shares may be manipulative and may drive down the market price of
our ordinary shares.
Short selling is the practice of selling securities that the seller does not own but has borrowed or
intends to borrow from a third party with the intention of buying identical securities at a later date to return
to the lender. A short seller hopes to profit from a decline in the value of the securities between the sale of
the borrowed securities and the purchase of the replacement shares, as the short seller expects to pay
less in that purchase than it received in the sale. It is therefore in the short seller’s interest for the price of
the stock to decline, and some short sellers publish, or arrange for the publication of, opinions or
characterizations regarding the relevant issuer, often involving misrepresentations of the issuer’s business
prospects and similar matters calculated to create negative market momentum, which may permit them to
obtain profits for themselves as a result of selling the stock short.
As a public entity, we have in the past and may in the future be the subject of concerted efforts by
short sellers to spread negative information in order to gain a market advantage. The publication of
misinformation may also result in lawsuits, the uncertainty and expense of which could adversely impact
our businesses, financial condition, and reputation. For example, in August 2025, we were the subject of a
short-seller report, which was followed in October 2025 by two separate class actions that were filed
against us in the United States District Court for the Southern District of New York repeating the
allegations made in the August 2025 short seller report. There are no assurances that we will not face
short sellers' efforts or similar tactics in the future, and the market price of our ordinary shares may
decline as a result of their actions.
We are, and may be in the future, subject to securities litigation, which could lead to
financial and reputational losses and divert management attention.
The price of our ordinary shares may be volatile and, in the past, companies that have
experienced volatility in the market price of their shares have been subject to securities class action
litigation. We have in the past and may in the future be the target of this type of litigation, which could
result in substantial costs, the diversion of management’s attention and resources and an adverse
determination, each of which could have a material adverse effect on our business, financial condition,
results of operations and prospects.
The market price of our ordinary shares could be negatively affected by future issuances
and sales of our ordinary shares.
Sales of a substantial number of our ordinary shares in the public market, or the perception in the
market that the holders of a large number of ordinary shares intend to sell, could reduce the market price
of our ordinary shares. The ordinary shares issuable pursuant to the equity awards we grant are freely
tradable without restriction under the Securities Act, except for those that are subject to the lock-up
arrangements as described in our final prospectus filed with the SEC on October 31, 2024 pursuant to
Rule 424(b)(4) and for any of our ordinary shares that may be held or acquired by our executive officers,
directors and other affiliates, as that term is defined in the Securities Act, which will be controlled under
the Securities Act.
In the future, we may also issue additional securities if we need to raise capital or make
acquisitions, which could constitute a material portion of our then-issued and outstanding ordinary shares.
Our ability to pay dividends in the future depends, among other things, on our financial
performance and capital requirements.
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There can be no guarantee that our performance will be repeated in the future, particularly given
the competitive nature of the industry in which we operate. If our sales, profit and cash flow significantly
underperform market expectations, then our capacity to pay a dividend will suffer. Any decision to declare
and pay dividends will be made at the discretion of our board of directors (our “Board”) and will depend
on, among other things, applicable law, regulation, restrictions on the payment of dividends in our
financing arrangements, our financial position, our distributable reserves, regulatory capital requirements,
working capital requirements, finance costs, general economic conditions and other factors that our Board
deems significant from time to time.
We are a foreign private issuer, and, as a result, we are subject to Exchange Act reporting
obligations that, to some extent, are more lenient and less frequent than those of a U.S. domestic
public company.
We report under the Exchange Act as a non-U.S. company with foreign private issuer status.
Because we qualify as a foreign private issuer, we are exempt from certain provisions of the Exchange
Act that are applicable to U.S. domestic public companies, including:
•the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations
in respect of a security registered under the Exchange Act;
•the sections of the Exchange Act that impose liability for insiders who profit from trades made in a
short period of time;
•the rules under the Exchange Act requiring the filing with the SEC of current reports on Form 8-K
upon the occurrence of specified significant events; and
•the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-
Q containing unaudited financial and other specified information.
In addition, foreign private issuers are not required to file their annual report on Form 20-F until
four months after the end of each fiscal year, while U.S. domestic issuers that are accelerated filers are
required to file their annual report on Form 10-K within 75 days after the end of each fiscal year, and U.S.
domestic issuers that are large accelerated filers are required to file their annual report on Form 10-K
within 60 days after the end of each fiscal year. Foreign private issuers are also exempt from Regulation
FD, which prohibits selective disclosures of material information. As a result, you may not have the same
protections afforded to shareholders of a company that is not a foreign private issuer.
As we are a foreign private issuer, we are permitted to, and we intend to, rely on
exemptions from certain Nasdaq corporate governance requirements, and therefore, our
shareholders may not have the same protections afforded to shareholders of companies that are
subject to all Nasdaq corporate governance requirements.
As a foreign private issuer, we have the option to follow certain home country corporate
governance practices rather than those of Nasdaq, provided that we disclose the requirements we are not
following and describe the home country practices we are following. We intend to rely on this foreign
private issuer exemption with respect to the following: (i) the quorum requirements applicable to the
meetings of shareholders, (ii) shareholder approval requirements for issuances of securities in connection
with stock option or purchase plans that are established or materially amended or other equity
compensation arrangement that is made or materially amended, (iii) the shareholder approval
requirements for the issuance of more than 20% of the outstanding ordinary shares of the issuer, (iv) the
requirement to have a remuneration committee composed entirely of independent directors who satisfy
the additional independence requirements specific to remuneration committee membership and (v) the
requirement that our director nominations be made, or recommended to the full board of directors, by our
independent directors or by a nominations committee that is composed entirely of independent directors.
We may in the future elect to follow home country practices with regard to other matters. As a result, our
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shareholders may not have the same protections afforded to shareholders of companies that are subject
to all Nasdaq corporate governance requirements.
We may lose our foreign private issuer status in the future, which could result in
significant additional costs and expenses.
As discussed above, we are a foreign private issuer, and therefore, we are not required to comply with all
of the periodic disclosure and current reporting requirements of the Exchange Act. The determination of
foreign private issuer status is made annually on the last business day of an issuer’s most recently
completed second fiscal quarter, and, accordingly, the next determination will be made with respect to us
on June 30, 2026. In the future, we would lose our foreign private issuer status if (i) more than 50% of our
outstanding voting securities are owned by U.S. residents and (ii) a majority of our directors or executive
officers are U.S. citizens or residents, or we fail to meet additional requirements necessary to avoid loss
of foreign private issuer status. Additionally, in June 2025, the SEC issued a concept release soliciting
public comments on potential changes to the definition of a foreign private issuer. If the SEC amends the
conditions to being a foreign private issuer and we cannot meet the new conditions, or if the SEC
substantially reduces the accommodations accorded to foreign private issuers, then even if we maintain
our status as a foreign private issuer, we may be subject to more stringent requirements. Either of those
outcomes could significantly increase our compliance costs and require substantial changes to our
practices, since we will not be able to rely on the exemptions available to foreign private issuers listed
above.
We have identified material weaknesses in our internal control over financial reporting and
may identify additional material weaknesses in the future or fail to maintain an effective system of
internal control over financial reporting, which may result in material misstatements of our
consolidated financial statements or cause us to fail to meet our periodic reporting obligations.
As a public company, we are required to comply with Section 404 (“Section 404”)of the Sarbanes
Oxley Act of 2002 (the “Sarbanes-Oxley Act”), which requires, among other things, that we establish and
evaluate procedures with respect to our disclosure controls and procedures and are required to report on
the effectiveness of our internal control over financial reporting.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over
financial reporting such that there is a reasonable possibility that a material misstatement of our annual or
interim financial statements will not be prevented or detected on a timely basis. As previously disclosed in
our Annual Report on Form 20-F for the year ended December 31, 2024 (the “2024 Annual Report on
Form 20-F”),in the course of preparing our financial statements for the fiscal years ended December 31,
2024, 2023 and 2022, we identified material weaknesses in our internal control over financial reporting
related to: (i) the lack of maintaining a sufficient complement of accounting and financial reporting
resources commensurate with our financial reporting requirements; (ii) the lack of designing and
maintaining an effective risk assessment process, which led to improperly designed controls; (iii) the lack
of maintaining appropriate control activities to support the review of account reconciliations and balance
sheet substantiation, the appropriate segregation of duties over manual journal entries and rights over
access administrative controls and (iv) the failure to document, thoroughly communicate and monitor
control processes and relevant accounting policies and procedures. While significant remediation work
was undertaken during 2025, as more fully described under Item 15. “Controls and Procedures” of this
Annual Report, as of December 31, 2025, our management concluded that the following material
weaknesses existed, as we did not: (i) design and maintain effective controls over information technology
(“IT”) general controls related to user and privileged access to certain systems and data that support our
financial reporting processes (as a result, certain of our process-level IT dependent manual and
automated controls that rely upon the affected IT systems, or information coming from these systems,
were also deemed ineffective); and (ii) design and maintain effective controls over balance sheet account
substantiation, including reconciliations.
To address the remaining material weaknesses identified above, our continued and planned
remediation efforts for 2026 will include taking comprehensive action to address the material weaknesses
47
described above. These actions will include, among other things: (i) enhancing the design and consistent
execution of IT General Controls around user access including end user, system and privileged accounts
for systems supporting financial reporting through implementation of automated workflows and enhanced
governance and monitoring controls; (ii) additional training and strengthening of governance, review and
oversight of balance sheet substantiation controls, reinforcing policies and ensuring that standard
operating procedures are followed to enable consistent execution; and (iii) targeted action plans to
supplement and enhance the design of existing controls over balance sheet account substantiation,
including reconciliations, to meet required standards.
Our remediation is subject to ongoing review by our executive management team and oversight by
our Audit and Compliance Committee. We cannot assure you that these measures will improve or
remediate the material weaknesses described above. Although we have made progress towards
remediation, we have not yet designed all components of our remediation plan and these remediation
efforts will require validation and testing of the design and operating effectiveness of internal control over
financial reporting over a sustained period of financial reporting. As a result, the timing of when we will be
able to remediate the material weaknesses is uncertain, and we may not remediate these material
weaknesses during the year ending December 31, 2026 or any subsequent periods thereafter.
If we are unable to successfully remediate the existing material weakness in our internal control
over financial reporting, the accuracy and timing of our financial reporting and the price of our securities
may be adversely affected, and we may be unable to maintain compliance with the applicable stock
exchange listing requirements. Implementing any appropriate changes to our internal control over
financial reporting may divert the attention of our management and employees, entail substantial costs to
modify our existing processes and take significant time to complete. These changes may not, however, be
effective in maintaining the adequacy of our internal control over financial reporting, and any failure to
maintain that adequacy, or consequent inability to produce accurate financial statements on a timely
basis, could increase our operating costs and harm our business.
We are subject to Section 404, which requires that we include a report of management on our
internal control over financial reporting. In addition, our independent registered public accounting firm
must attest to and report on the effectiveness of our internal control over financial reporting. If we identify
any additional material weaknesses in our internal control over financial reporting in the future, or if we fail
to achieve and maintain an effective internal control environment, we could suffer material misstatements
in our financial statements and fail to meet our reporting obligations, which could result in the restatement
of our financial statements and cause investors to lose confidence in our reported financial information.
This could in turn limit our access to capital markets and harm our results of operations. Additionally,
ineffective internal control over financial reporting could expose us to increased risk of fraud or misuse of
corporate assets and subject us to potential delisting from Nasdaq, regulatory investigations and civil or
criminal sanctions. We may also be required to restate our financial statements from prior periods.
As an English public limited company, certain capital structure decisions will require
shareholder approval, which may limit our flexibility to manage our capital structure.
English law provides that, subject to certain exceptions (including the allotment, or the grant of
rights to subscribe for or convert any security into shares, in pursuance of an employees’ share scheme),
a board of directors of a public limited company may only allot shares (or grant rights to subscribe for or
convert any security into shares) with the prior authorization of shareholders, such authorization stating
the aggregate nominal amount of shares that it covers and being valid for a maximum period of five years,
each as specified in the articles of association or relevant ordinary shareholder resolution passed by
shareholders at a general meeting.
At our 2025 annual general meeting, our shareholders approved an ordinary resolution
authorizing our Board to allot equity securities up to an aggregate nominal value of $37,621.44,
representing one-third of our issued ordinary share capital as at March 31, 2025, provided that the
authority shall expire at the end of our next annual general meeting or, if earlier, on the date that is 15
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months from the date of the resolution, being August 28, 2026. This authorization will need to be
renewed, or a new authorization approved, by our shareholders prior to or upon its expiration.
English law also generally provides shareholders with preemptive rights when new shares are
issued for cash, except that such rights do not apply to the allotment of equity securities that would, apart
from any renunciation or assignment of the right to their allotment, be held under or allotted or transferred
pursuant to an employees’ share scheme. However, it is possible for the articles of association, or for
shareholders to pass a special resolution at a general meeting, being a resolution passed by at least 75%
of the votes cast, to disapply preemptive rights. Such a disapplication of preemptive rights may be for a
maximum period of up to five years from the date of adoption of the articles of association, if the
disapplication is contained in the articles of association, or from the date of the shareholder special
resolution, if the disapplication is by shareholder special resolution, but not longer than the duration of the
authority to allot shares to which the disapplication relates.
At our 2025 annual general meeting, our shareholders approved a special resolution to disapply
pre-emption rights for the allotment of equity securities or sale of treasury shares up to an aggregate
nominal value of $11,286.43, representing approximately 10% of the issued ordinary share capital of the
Company, as at March 31, 2025. Our shareholders approved this disapplication to be effective until the
end of our next annual general meeting or, if earlier, on the date that is 15 months from the date of such
resolutions, being August 28, 2026. This disapplication will need to be renewed, or a new disapplication of
preemptive rights approved, by our shareholders prior to or upon its expiration.
English law also generally prohibits a public company from repurchasing its own shares without
the prior approval of shareholders by ordinary resolution, being a resolution passed by a simple majority
of votes cast, and other formalities. Such approval may be for a maximum period of up to five years.
United States Holders of our ordinary shares may suffer adverse consequences if we are
treated as a passive foreign investment company.
We would be a passive foreign investment company (“PFIC”), for any taxable year if, after the
application of certain look-through rules, either: (i) 75% or more of our gross income for such year is
“passive income” (as defined in the relevant provisions of the Internal Revenue Code of 1986, as
amended) (the “Code”); or (ii) 50% or more of the value of our assets (generally determined on the basis
of a quarterly average) during such year is attributable to assets that produce or are held for the
production of passive income. For these purposes, cash and other assets that do or could generate
passive income are categorized as passive assets. Passive income generally includes, among other
things, rents, dividends, interest, royalties, gains from the disposition of passive assets and gains from
certain commodities and securities transactions. Special rules apply for dealers as specifically defined
under the PFIC rules.
Adverse U.S. federal income tax consequences, including increased tax liability on disposition
gains and certain “excess distributions” and additional reporting requirements, could apply to a United
States Holder (as defined in Item 10. “Taxation – Material U.S. Federal Income Tax Considerations”) if we
are treated as a PFIC for any taxable year during which such U.S. Holder holds our ordinary shares. U.S.
Holders should consult their tax advisors about the potential application of the PFIC rules to their
investment in our ordinary shares. See Item 10.“Taxation –Material U.S. Federal Income Tax
Considerations.”
It may be difficult to enforce a U.S. judgment against us or certain of our directors and
officers outside the United States, or to assert U.S. securities law claims outside of the United
States.
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The majority of our directors and executive officers are not residents of the United States, and the
majority of our assets and the assets of these persons are located outside the United States. As a result,
it may be difficult or impossible for investors to effect service of process upon us within the United States
or other jurisdictions, including judgments predicated upon the civil liability provisions of the federal
securities laws of the United States. See “Enforcement of Liabilities”. Additionally, it may be difficult to
assert U.S. securities law claims in actions originally instituted outside of the United States. Foreign
courts may refuse to hear a U.S. securities law claim because foreign courts may not be the most
appropriate forum in which to bring such a claim. Even if a foreign court agrees to hear a claim, it may
determine that the law of the jurisdiction in which the foreign court resides, and not U.S. law, is applicable
to the claim. Further, if U.S. law is found to be applicable, the content of applicable U.S. law must be
proved as a fact, which can be a time-consuming and costly process, and certain matters of procedure
would still be governed by the law of the jurisdiction in which the foreign court resides.
Our amended and restated articles of association contain exclusive jurisdiction
provisions, which may impact the ability of shareholders to bring actions against us in certain
jurisdictions or increase the cost of bringing such actions.
Our amended and restated articles of association (“Articles of Association”) provide that the
courts of England and Wales shall have the exclusive jurisdiction for resolving all actions or proceedings
brought by a shareholder in its capacity as a shareholder or on our behalf against us, our directors,
officers or other employees of the Company, other than shareholder complaints asserting a cause of
action arising under the Securities Act or the Exchange Act and that the U.S. District Court for the
Southern District of New York will be the exclusive jurisdiction for resolving any shareholder complaint
asserting a cause of action arising under the Securities Act or the Exchange Act. In addition, our Articles
of Association provide that any person or entity purchasing or otherwise acquiring any interest in our
shares is deemed to have notice of and consented to these provisions.
These choice of jurisdiction provisions may limit a shareholder’s ability to bring a claim in a forum
that it considers favorable for disputes with us or our directors, officers or other employees, which may
discourage such lawsuits. The enforceability of similar exclusive jurisdiction provisions (including
exclusive federal jurisdiction provisions for actions, suits or proceedings asserting a cause of action
arising under the Securities Act) in other companies’ organizational documents has been challenged in
legal proceedings, and there is uncertainty as to whether courts would enforce the exclusive jurisdiction
provisions in our Articles of Association. Additionally, our shareholders cannot waive compliance with the
federal securities laws and the rules and regulations thereunder. Further, Section 22 of the Securities Act
creates concurrent jurisdiction for federal and state courts over all claims brought to enforce any duty or
liability created by the Securities Act or the rules and regulations thereunder, which permits investors to
bring actions to enforce a duty or liability under the Securities Act in any state or federal court of
competent jurisdiction. If a court were to find either choice of forum provision contained in our Articles of
Association to be inapplicable or unenforceable in an action for any reason, we may incur additional costs
associated with resolving such action in other jurisdictions, which could adversely affect our results of
operations and financial condition. The courts of England and Wales and the U.S. District Court for the
Southern District of New York may also reach different judgments or results than would other courts,
including courts where a shareholder considering bringing a claim may be located or would otherwise
choose to bring the claim, and such judgments may be more or less favorable to us than our
shareholders.
The rights of our shareholders may differ from the rights typically offered to shareholders
of a U.S. corporation.
We are incorporated under the laws of England and Wales. The rights of holders of ordinary
shares are governed by English law, including the provisions of the U.K. Companies Act 2006 (the
“Companies Act”) and by our Articles of Association. These rights differ in certain respects from the rights
of shareholders in typical U.S. corporations. For example, the Delaware General Corporation Law relating
to shareholders’ rights and protections. The principal differences include the following:
50
•Under English law, subject to certain exceptions and disapplications, each shareholder generally
has preemptive rights to subscribe on a proportionate basis to any issuance of ordinary shares or
rights to subscribe for, or to convert securities into, ordinary shares for cash.
•Under U.S. law, shareholders generally do not have preemptive rights unless specifically granted
in the certificate of incorporation or otherwise;
•Under English law, certain matters require the approval of not less than 75% of the shareholders
who vote (in person or by proxy (or, if a corporation, by duly authorized representative)) on the
relevant resolution (or on a poll of shareholders, by shareholders representing not less than 75%
of the ordinary shares voting (in person or by proxy (or, if a corporation, by duly authorized
representative))), including amendments to our Articles of Association. This may make it more
difficult for us to complete corporate actions deemed advisable by our Board. Under U.S. law,
generally only majority shareholder approval is required to amend the certificate of incorporation
or to approve other significant transactions;
•In the United Kingdom, takeovers may be structured as takeover offers or as schemes of
arrangement. Under English law, a bidder seeking to acquire us by means of a takeover offer
would need to make an offer for all of our outstanding ordinary shares. If acceptances are not
received for 90% or more of the ordinary shares to which the offer relates, under English law, the
bidder cannot complete a “squeeze out” to obtain 100% control of us. Accordingly, acceptances of
90% of our outstanding ordinary shares would likely be a condition in any takeover offer to acquire
us, not 50% as is more common in tender offers for corporations organized under U.S. law. By
contrast, a scheme of arrangement, the successful completion of which would result in a bidder
obtaining 100% control of us, requires the approval of a majority in number of the shareholders or
class of shareholders present and voting either in person or by proxy at the meeting and
representing 75% in value of the ordinary shares voting at the meeting for approval;
•Under English law and our Articles of Association, shareholders and other persons whom we
know or have reasonable cause to believe are, or have been, interested in our shares may be
required to disclose information regarding their interests in our shares upon our request, and the
failure to provide the required information could result in the loss or restriction of rights attaching
to the shares, including prohibitions on certain transfers of the shares, withholding of dividends
and loss of voting rights. Comparable provisions generally do not exist under U.S. law; and
•Under our Articles of Association, the quorum requirement for a shareholder meeting is a
minimum of two shareholders present in person or by proxy (or, if a corporation, by
representative). Under U.S. law, a majority of the shares eligible to vote must generally be present
(in person or by proxy) at a shareholders’ meeting in order to constitute a quorum. The minimum
number of shares required for a quorum can be reduced pursuant to a provision in a company’s
certificate of incorporation or bylaws, but typically not below one-third of the shares entitled to vote
at the meeting.
General Risk Factors
If we do not meet the expectations of securities analysts, if they do not publish research or
reports about our business, or if they issue unfavorable commentary or downgrade our ordinary
shares, the price of our ordinary shares could decline.
The trading market for our ordinary shares relies in part on the research and reports that
securities analysts publish about us and our business. The analysts’ estimates are based upon their own
opinions and are often different from our estimates or expectations. We do not have any control over
these analysts. If our revenue or our other results of operations are below the estimates or expectations
of public market analysts and investors, the price of our ordinary shares could decline. Moreover, the
price of our ordinary shares could decline if one or more securities analysts downgrade our ordinary
51
shares or if those analysts issue other unfavorable commentary or cease publishing reports about us or
our business.
We incur significant costs as a result of operating as a public company, and our
management will be required to devote substantial time to new compliance initiatives and
corporate governance practices.
We are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, the
Dodd-Frank Act, the listing requirements of Nasdaq and other applicable securities laws and regulations.
The expenses incurred by public companies generally for reporting and corporate governance purposes
have been increasing. We expect these rules and regulations to continue to increase our legal and
financial compliance costs and to make some activities more difficult, time-consuming and costly. Being a
public company and being subject to such rules and regulations also makes it more expensive for us to
obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur
substantially higher costs to obtain coverage. These laws and regulations could also make it more difficult
for us to attract and retain qualified persons to serve on our Board, on our board committees or as our
executive officers. Furthermore, if we are unable to satisfy our obligations as a public company, we could
be subject to delisting of our ordinary shares, fines, sanctions and other regulatory action and potentially
civil litigation. These factors may therefore strain our resources, divert management’s attention and affect
our ability to attract and retain qualified board members.
Raising additional capital may cause dilution to our existing shareholders, restrict our
operations or cause us to relinquish valuable rights.
We may seek additional capital through a combination of public and private equity offerings, debt
financings and strategic partnerships and alliances. For example, we filed the Senior Notes Registration
Statement with the SEC to offer, on a continuous basis, up to $700.0m in aggregate principal amount, or
the equivalent thereof in any other currency, of Senior Notes and on October 30, 2024 we completed an
offering under this Registration Statement and received net proceeds of $596.7m. On May 1, 2025 we
completed a further offering and received net proceeds of $498.3m. To the extent that we raise additional
capital through the sale of equity, convertible debt securities or other equity-based derivative securities,
your ownership interest will be diluted, and the terms of the securities may include liquidation or other
preferences that may be senior to your rights as a holder of ordinary shares. Any indebtedness we incur,
including through the issuance of Senior Notes, would result in increased payment obligations and could
involve restrictive covenants, such as limitations on our ability to incur additional debt and other operating
restrictions that could adversely impact our ability to conduct our business. Any debt or additional equity
financing that we raise may contain terms that are not favorable to us and holders of our ordinary shares.
Furthermore, the issuance of additional securities, whether equity or debt, by us, or the possibility of such
issuance, may cause the market price of our ordinary shares to decline, and holders of our ordinary
shares may not agree with our financing plans or the terms of such financings.
We may from time to time distribute rights to our shareholders, including rights to acquire our
securities. However, we cannot make rights available to holders in the United States unless we register
the offer and sale of the rights and the securities to which the rights relate under the Securities Act or an
exemption from the registration requirements is available. We are under no obligation to file a registration
statement with respect to any such rights or securities, to endeavor to cause such a registration statement
to be declared effective or to establish an exemption from registration under the Securities Act.
Accordingly, you may be unable to participate in such a rights offerings and may experience dilution in
your holdings.
Item 4. Information on the Company.
A.History and Development of the Company
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Our legal name is Marex Group plc and our commercial name is Marex.
We were incorporated under the laws of England and Wales in November 2005.
Our principal executive offices are located at 155 Bishopsgate, London, EC2M 3TQ, United
Kingdom and 140 East 45th Street, 10th Floor, New York, New York 10017. The telephone numbers at
these addresses are +44 2076 556000 and (212) 618-2800, respectively.
Our agent for service of process in the United States is Marex Capital Markets Inc. located at 140
East 45th Street, 10th Floor, New York, New York 10017.
For a description of our principal capital expenditures and divestitures for the three years ended
December 31, 2025 and for those currently in progress, see Item 5. “Operating and Financial Review and
Prospects”; and Notes 15 and 16 to our consolidated financial statements included elsewhere in this
Annual Report.
The SEC maintains an Internet site that contains reports, proxy and information statements, and
other information regarding issuers, such as we, that file electronically, with the SEC at www.sec.gov.
Our website address is www.marex.com. Information contained on, or that can be accessed
through our website does not constitute a part of this Annual Report and is not incorporated by reference
herein. We have included our website address in this Annual Report solely for informational purposes.
B.Business Overview
Our Company
We provide market access, infrastructure services and essential liquidity to clients across global
commodity 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 more than 60 exchanges. Marex has over 3,400 active clients, including some of the largest commodity
producers, consumers and traders, banks, hedge funds and asset managers. With more than 50 offices
worldwide, the Group has over 3,000 employees across Europe, Asia and the Americas.
Our History
Established in 2005, the transformation of our business has accelerated over the last several
years, beginning with the majority acquisition by a group of investors advised by JRJ Ventures LLP in
2010.
Since then, we have expanded into new products and geographies through investments in new
business divisions and hiring talented people, and undertaking several strategic acquisitions. In doing so,
we grew our client base, deepened our relationships with clients and diversified our business. In 2022, we
acquired the global clearing and agency and execution businesses of ED&F Man Capital Markets. This
acquisition significantly enhanced our geographic presence and market position in the Americas, APAC
and the Middle East, increased our position in the financial securities asset class and provided a platform
for further expansion. In 2023, we acquired Cowen’s legacy prime services and outsourced trading
business, which further expanded and diversified our product offering in financial securities and our U.S.
client base.
On April 24, 2024, the Group’s registration statement on Form F-1 related to its initial public
offering (“IPO”) was declared effective and, on April 25, 2024, the Group’s ordinary shares began trading
on the Nasdaq Global Select Market under the symbol “MRX”.
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Throughout 2025, the Group strengthened its service offering and broadened its capabilities
across key jurisdictions through a series of strategic acquisitions. These included: Winterflood Securities
– a leading UK equity market maker; Valcourt – a Geneva-based fixed income specialist; Agrinvest
Commodities – a Brazilian agricultural commodities business; Hamilton Court Group – a UK foreign
exchange (FX) specialist; Edgemere Terminals Limited – an LME-registered warehousing and logistics
provider specialising in non-ferrous metals; and Darton Commodities – a UK-based cobalt trading firm.
Our continued evolution has been underpinned by attracting and retaining exceptional talent,
which we regard as our greatest asset. This commitment enables us to deliver innovative products,
insightful solutions, and consistently high-quality service to our clients.
Our Principal Services
We provide broking and other essential specialist services to counterparties operating in the
major wholesale and exchange-traded commodity markets in the United Kingdom, Europe, North America
and certain markets in APAC and South America. Our services are divided into four core businesses:
Clearing, Agency and Execution, Market Making and Hedging and Investment Solutions, from which we
derived 26%, 52%, 12% and 10%, respectively, of our revenue for the year ended December 31, 2025.
Clearing
We provide clients with execution and clearing services on over 60 regulated exchanges
worldwide. We offer execution and clearing services in metals (both base and precious), agricultural
products (primarily soft commodities, which include cocoa, coffee, grains, livestock and sugar), energy
and fixed income, digital assets and equity futures and options. Clients have access to voice, electronic
and algorithm execution services for trades across all our principal markets.
Our clearing teams are based globally (London, New York, Chicago, Paris, Frankfurt, Abu Dhabi,
Singapore, Sydney, Hong Kong, Sao Paolo and Auckland). Our clearing activities are primarily
concentrated on CME and ICE and we have strong presence on LME, Eurex, Euronext, SGX and ASX.
We also clear fixed income treasuries and repos as well as equities in the US. We are a Ring Dealer and
one of nine Category 1 members on the LME, which allows us to trade LME contracts by open outcry in
the ring, by telephone and electronically through LME select, to issue client contracts to clients and to
clear trades on our own behalf and on behalf of our clients.
We act as principal on behalf of our clients and generate revenue through commissions earned
on executing and clearing trades. We also generate interest income from client cash balances that we
hold. Our Clearing fee pricing is determined on a client-by-client basis, based on factors including
creditworthiness, client type and asset class (commodities, for example, have a higher commission rate
on average than other asset classes, such as financial securities). We execute certain trades on behalf of
other brokers on a “give-up” basis, meaning they are cleared by another exchange member.
We are required to post margins with exchanges and Clearing Houses. As a result, we require
clients to provide margin deposits to cover initial and variation margins. We determine these margins
based on the “position limit” for the relevant client, which represents the maximum exposure that a client
can take. To facilitate on-exchange transactions, we grant margin credit facilities to selected clients for
both initial and variation margins, particularly in our metals and agriculture businesses. Many clients are
required to post collateral to secure credit, usually in the form of cash, cash equivalents, US government
bonds or, on occasion, metal warrants. To help us manage potential credit risks, all client credit lines are
uncommitted and can be cancelled at short notice. We also conduct daily margin calls.
Our Neon client portal complements our clearing capabilities with near real-time updates on
transactions and exposures, which we believe allows our clients to efficiently manage their accounts and
risk. We intend to expand our operations and exchange memberships in APAC, Latin America and
Canada.
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Agency and Execution
Our Agency and Execution business provides essential liquidity and execution services to our
clients, primarily through its Capital Markets and Energy divisions. We utilize market connectivity to match
buyers and sellers to facilitate price discovery and to enable buyers and sellers to transact directly. We
also provide execution services, where we execute transactions on a regulated exchange on behalf of our
clients and then pass the transaction to the relevant counterparty or clearing house to settle and, in
connection with our Prime Services, provide trade execution custody and clearing services. Our clients
can trade with us through multiple channels, including voice, electronic and algorithmic, across all of our
principal markets.
Capital Markets
Through our Capital Markets division, we offer liquidity, execution and risk management solutions
to clients across global financial markets. Leveraging our international network, we connect buyers and
sellers in products including equities, credit, financing, foreign exchange and rates, enabling price
discovery and tailored hedging strategies. Through our Prime business, we also deliver comprehensive
trading solutions for clients, including clearing, custody, capital introduction, portfolio financing and
outsourced trading.
In financial securities markets, we mostly operate on a matched principal basis, whereby we enter
into simultaneous transactions with both a buyer and seller in such a manner that minimizes our market
risk exposure under each side of the transaction, generating revenue through either a spread between
buying and selling prices or commission. Certain product lines within our Capital Markets division, in
respect of which we act as principal to buy or sell financial securities for our own account to increase
market liquidity, contribute to our Market Making segment, as set out below.
Energy
Our Energy division provides essential liquidity to clients by matching buyers and sellers in the
OTC energy market to facilitate price discovery.
Our Energy team operates globally, with offices in London, New York, Houston, Dubai, Singapore,
Tokyo and Sydney, and provides high-touch, hybrid and electronic services in OTC and listed contracts in
oil, energy and environmental markets. We also provide market data, analytics and market commentary.
We offer Energy services across the energy complex, including gas, power, environmental and crude oil
markets.
Our Energy division generates revenue through commissions from arranging trades and through
the sale of OTC energy market data. Unlike our Clearing business, our Energy business does not require
the use of credit lines.
Market Making
We provide Market Making services across major commodities markets for metals, agricultural
products and energy. We also act in a market making capacity in respect of financial securities and
certain product lines within our Capital Markets division, including in equities and corporate bonds and
interest rate swaps products and through our Frontier FX desk. For the year ended December 31, 2025,
we traded a total of more than 62 asset classes and had an average of 165 front-office FTEs in our
Market Making business. Our significant scale and broad market connectivity enable us to provide
competitive prices on a principal basis in a wide variety of energy and commodity markets, which
differentiates our business from many of our peers. We believe that our Market Making activities are
principally concentrated on three key global exchanges: the LME, the CME and ICE.
We act as principal on Market Making transactions by buying and selling commodities and
securities on an exchange for our own account, which increases liquidity in the relevant market. We
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believe we incur limited market risk from taking positions during our Market Making activities, as we do
not take directional positions. The clients we serve in our Market Making business are categorized as
producers and refiners (such as Codelco, ZiJin, Cooxupe, Glencore, Gasum and ElectroRoute),
consumers (such as Wendy’s, Nestle, Nordon and Energie260), Banks (such as Goldman Sachs, BNP
Paribas and RWE), and trading firms and asset managers (such as BlackRock, Wellington Management,
Glencore and Shell Energy). We generally hold positions for a short period, typically on an intraday or
overnight basis, and conservatively manage risk limits as evidenced by our relatively low average VaR of
approximately $3.8m, $3.2m and $2.5m for the years ended December 31, 2025, 2024 and 2023,
respectively.
Other key tools in place for risk mitigation include sensitivity limits, concentration limits, stress
testing limits and additional non-limit control measures. Furthermore, the Market Making business is
positively levered to market volatility, which causes both trading volumes to increase and bid-ask spreads
we capture to widen. We believe our prudent risk management approach enables us to achieve greater
consistency in our profitability. For the year ended December 31, 2025, Market Making trading was
profitable 87% of days, 100% of weeks and 100% of months; for 2024, Market Making trading was
profitable 86% of days, 98% of weeks and 100% of months; and for 2023, Market Making trading was
profitable 88% of days, 100% of weeks and 100% of months.
Hedging and Investment Solutions
Through the Hedging Solutions division of our Hedging and Investment Solutions business, we
provide our clients with OTC traded hedging and customized OTC derivatives solutions. We generate
revenue from our Hedging and Investment Solutions business by building a return into the pricing of the
product. Our commodity hedging solutions allow producers and consumers of commodities to hedge their
exposure to movements in energy and commodity prices, as well as exchange rates, across a variety of
different time horizons.
Where a client’s requirements go beyond the solutions offered by exchange listed products, our
Hedging and Investment Solutions business creates a tailored derivatives solution through customized
OTC derivatives with the objective of matching the client’s needs. The division comprises two key sub-
divisions: (i) Hedging Solutions; and (ii) Financial Products.
We intend to further build out the distribution network for our Hedging and Investment Solutions
business in the United States, Brazil and APAC and explore opportunities in the environmentals market,
including carbon credits. We also plan to continue to invest in our derivatives engine and client portal to
further enhance our competitive advantage.
Hedging Solutions
The Hedging Solutions business provides our clients with tailored risk management solutions
across a spectrum of markets, including agriculture (including grains, soft commodities, forestry and
dairy), metals, energy (including biofuels), currency and interest rate markets. Clients include trading
houses, producers and consumers as well as banks and distributors.
Hedging Solutions organizes tailored hedging solutions into four primary categories:
•Participation: Participation products allow clients to participate one-to-one in the underlying
market, either in the underlying contract currency or in the local currency.
•Protection: Protection products allow clients to mitigate against adverse or unexpected
market moves that could otherwise damage the business.
•Price Improvement: Price improvement products enable clients to achieve a better sale price
compared to the market price, in exchange for less certainty in volume executed.
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•Range Extraction: Range extraction products extract value from range bound markets. These
can be tailored to give more appropriate risk profiles than listed alternatives.
The Hedging Solutions division offers some margin forgiveness to most clients for a pre-agreed
amount of their margin call. As a result, the Hedging Solutions division assumes a degree of credit risk for
its clients to the extent of such agreed amount. We also extend credit lines to select clients for variation
margin payments. Given the increased risk to our business, variation margin credit is subject to additional
limits, including the capping of credit offered in specific geographies. As part of our risk management
strategy, OTC exposures are hedged through a combination of exchange traded derivatives and OTC
trades with top-tier investment banks.
Financial Products
We launched Financial Products, our structured notes business, in 2018. The Financial Products
division had 967, 770 and 333 clients in the years ended December 31, 2025, 2024, and 2023,
respectively. These clients, include private banks, independent asset managers, pension funds and
corporates such as Bondpartners SA, Bank J. Safra Sarasin, Julius Baer and Union Bancaire Privée. The
structured notes business provides our clients with Structured Notes and represents a way to diversify our
sources of funding and to reduce the utilization of our Credit Facilities.
The structured notes business allows investors to build their own Structured Notes across
numerous asset classes, including commodities, equities, foreign exchange and fixed income products.
Our regulated subsidiary Marex Financial is the legal entity through which we conduct the structured
notes business and Marex Group plc and Marex Financial are both issuers under our Structured Notes
Program. Marex Financial is rated BBB by S&P, and Marex is rated BBB- (outlook stable) by S&P and
BBB- by Fitch.
We organize our investment solutions into four primary categories:
•Participation: Clients invest in a single security that provides access to the performance of a
selected underlying asset or assets, which can be actively managed by the client over time.
•Capital Protected: Low risk solutions that provide investors with their principal investment
back plus the growth of a chosen underlying asset at maturity.
•Yield Enhancement: In a low interest environment, clients receive a relatively large coupon if
the market remains flat or rallies but risk some capital if the market falls beyond a certain
level.
•Leverage: Investors receive full participation in the upside and downside of the chosen
underlying asset without providing the full cash value of the underlying asset.
We offer a diverse portfolio of Structured Notes, including auto-callable, fixed, stability and credit-
linked notes, with varied terms across numerous asset classes. Marex Group plc and Marex Financial act
as the “manufacturers” of the Structured Notes. The notes are distributed to investors through a network
of distributors. The Structured Notes are settled through the Clearstream clearing system to investors who
purchase and hold the structured notes through their custodian bank. Some of the Structured Notes
issued by Marex Financial are listed on the Vienna MTF, a multilateral trading facility operated by the
Vienna Stock Exchange.
In addition, we provide liquidity in the secondary market for our Structured Notes. As part of our
risk management strategy, the Structured Notes are hedged through a combination of exchange traded
derivatives and OTC trades with top-tier investment banks. Marex Financial also operates an alternative
structured notes program, the Tier 2 Program, which, due to the long-dated term of the structured notes
issued thereunder, enables the Tier 2 Notes to qualify as Tier 2 capital for the purposes of our regulatory
capital requirements.
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Information Technology
We have developed and continue to develop client-centric proprietary technology, which we
believe enables us to deliver innovative solutions to our clients and create a scalable operating
environment across our business and enables the efficient integration of our acquired businesses. We
deploy numerous computer and communications systems and networks to operate our broking business,
including front-end broking platforms available to clients and brokers to disseminate information, provide
analytics and collect and manage orders, alongside our back-office infrastructure.
Our operating platforms are supported by third-party platforms, including modern cloud-based
solution providers. These third-party providers help us to ensure that our technology is reliable, scalable
and provide a seamless client experience. Cloud services help us accelerate our product development by
ensuring that we can leverage existing technology and that we can bolt on additional services where
applicable. This enables us to focus our development efforts on the platforms that differentiate our
offerings and reduce our time-to-market.
Information security and resilience remain core to our approach. As cyber threats grow more
sophisticated, particularly with the rise of AI, we continue to strengthen our infrastructure. Our approach
combines preventative safeguards, continuous detection and tested recovery processes, ensuring the
firm can respond effectively to emerging risks while continuing to scale securely. By integrating security
into our platform design and operational workflows, we support business growth without compromising
client service, performance or reliability. Strong cyber resilience is therefore not only a protective
measure, but a core enabler of sustainable expansion.
Artificial intelligence continued to advance across Marex during the year, moving from targeted
initiatives to broader implementation across business lines. We deployed AI tools to enhance productivity,
support risk analysis and deliver improved insights. Building on this foundation, we plan to extend AI
capabilities further across the firm, scaling applications and exploring new opportunities that enhance
client service, strengthen decision-making and support sustainable growth.
At the core of our technology offering are Neon and Agile, our digital portals providing electronic
products and services across the trade lifecycle.
Neon
We launched Neon, our trading, risk and data platform, in 2020. Neon is Marex’s client portal, providing
access to our services across the full trade life cycle. Our goal is to integrate acquired platforms into
Neon, giving clients a single, consistent view of the entire Marex offering. This allows clients to automate
workflows, access analytics, and integrate directly with Marex systems, embedding them into our
platform. Neon can be accessed by multiple channels including via desktop and mobile. The number of
Neon users was approximately 24,000, 22,000, 16,000, 10,000, 8,000 and 2,000 for the years ended
December 31, 2025, 2024, 2023, 2022, 2021 and 2020, respectively. We calculate the number of users
based on the number of subscribers that accessed the platform during each respective year.
Neon’s applications are summarized below:
•Neon Insights: Research, commentary and insights across energy, metals, agricultural and
financial markets.
•Neon Energy: Fully customizable, real-time view of our highly liquid energy markets.
•Neon Metals: Access to our liquidity in base metals, from adjusting 3M positions to trading
spreads.
•Neon Crude: Real-time crude trading platform, allowing users to view and trade bids for the
Canadian crude market.
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•Neon Trader: Real-time exchange trading with access to multiple global futures and options
markets.
•Neon Risk: Comprehensive post trade risk management, allowing users to manage risk
effectively with real-time P&L at instrument, account, trading group or firm level.
Agile
Agile is our full-service commodity broking platform that allows clients to manage their OTC
hedging portfolio electronically. Our Agile platform aims to provide clients with full transparency and
control through the hedging life cycle. Through Agile, clients can explore new trade ideas in real time,
monitor and analyze their hedging portfolio and access up-to-date market data and pricing information.
Our Principal Markets
EMEA
We have offices in London, Paris, Versailles, Dublin, Milan, Frankfurt, Bruchköbel, Amsterdam,
Rotterdam, Lisbon, Madrid, Belfast, Geneva, the DIFC and Tel Aviv.
Americas
We have offices in New York, Chicago, Houston, Stamford, Miami, San Francisco, Des Moines, Clark,
Saint Louis Park, Red Bank, Richmond, Schaumburg, Calgary, Montreal and São Paulo. Our North
American energy business is based in our Houston office, our agricultural business is based in Chicago
and our New York office focuses on our financial products.
APAC
We have offices in Hong Kong, Singapore, Sydney, Melbourne, Brisbane and Auckland. In
addition to clients served by our Asia desks, our European and North American offices have a growing
base of clients located in Asia that are principally served by our London and New York desks.
Seasonality
See Item 5. Operating and Financial Review and Prospectus.
Regulation
As a global financial services platform, we have the following regulated financial services
companies.
Regulated Entities in the U.K.
The below is a list of all of our entities that are regulated in the United Kingdom (the “U.K.
Regulated Entities”):
•Marex Financial is regulated in the United Kingdom by the Financial Conduct Authority
(“FCA”), in Italy by the Commissione Nazionale per le Società e la Borsa (“Consob”), in Dubai
by the Securities & Comissions Authority (“SCA”) and in Australia by the Australian Securities
and Investment Commission (“ASIC”);
•Marex Spectron International Limited (“MSIL”) is regulated by the FCA and by the Alberta
Securities Commission in Canada;
•Marex Capital Markets Inc. (“MCMI”) (UK Branch) is regulated by the FCA;
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•Marex Prime Services Limited is regulated by the FCA;
•Marex FX Limited (formerly Hamilton Court Foreign Exchange Limited) is regulated by the
FCA; and
•HPC Investment Services Limited is regulated by the FCA.
Regulated Entities in the U.S.
The below is a list of all of our entities that are regulated in the United States (the “U.S. Regulated
Entities”):
•MCMI is regulated as an FCM by the CFTC, and is a member of and regulated by the NFA.
MCMI is also regulated by the CME (its designated SRO), and as a broker-dealer by the SEC
and FINRA;
•MSIL is regulated as an introducing broker (“IB”) by the CFTC and is a member of and
regulated by the NFA;
•Marex MENA Limited (“MML”) is regulated as an IB by the CFTC and is a member of and
regulated by the NFA;
•Marex Derivative Products Inc. ("MDPI") is a CFTC regulated swap dealer;
•Marex Securities Products Inc ("MSPI") is SEC regulated swap dealer;
•X-Change Financial Access LLC is a CFTC and SEC regulated broker, is a member of and
regulated by the NFA and the Chicago Board Options Exchange (“CBOE”) (in respect of the
CBOE, as its designated SRO);
•Marex Puerto Rico LLC (“MPR LLC”), is regulated as an IB by the CFTC and is a member of
and regulated by the NFA.
Regulated Entities in the E.U.
The below is a list of all our entities that are regulated in the European Union (the “E.U.
Regulated Entities”):
•Marex SA is regulated by the Autorité des marchés financiers (“AMF”) and the Autorité de
Contrôle Prudentiel et de Résolution (“ACPR”) in France. Marex SA has regulated branches
in:
•Portugal (regulated by the Portuguese Securities Market Commission “CMVM”);
•Italy (regulated by the Consob); and
•Sweden (regulated by the Financial Supervisory Authority “FI”).
•MSEL is regulated by the Central Bank of Ireland (“CBI”) and has regulated branches in
Germany (regulated by the German Federal Financial Supervisory Authority “BaFin”) and
Spain, (regulated by the Spanish National Securities Market Commission “CNMV”);
•Marex France SAS (“Marex AIFM”) is an Alternative Investment Fund Manager (“AIFM”)
regulated by the AMF in France;
•Arfinco SA is regulated by the ACPR in France;
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•Hamilton Court Foreign Exchange Payments S.r.l. is regulated as a foreign exchange broker
with the Banca d'Italia (“BDI”);
•Hamilton Court Foreign Exchange Securities Trading Company SIM S.p.A.is regulated as a
foreign exchange broker with the BDI and has a branch in Spain that is regulated by the
CNMV.
Regulated Entities in other jurisdictions
The below is a list of all our entities that are regulated in jurisdictions other than the United
Kingdom, the United States or the European Union:
•Marex Spectron Asia Pte. Ltd. (“MSAPL”) is regulated by the Monetary Authority of Singapore
(“MAS”) in Singapore and the NFA in the United States;
•Marex Hong Kong Limited (“MHKL”) is a regulated broker with the Securities & Futures
Commission of Hong Kong (“SFC”) in Hong Kong;
•Marex Financial Services Hong Kong Limited (“MFS HK”) is a regulated broker with the SFC
•MML is a regulated broker with the Dubai Financial Services Authority (“DFSA”) in the Dubai
International Financial Centre (“DIFC”);
•Marex Australia Pty Ltd (“MAPL”) is a regulated broker with ASIC in Australia;
•Marex Capital (AD) Limited is a regulated broker with the Financial Services Regulatory
Authority in Abu Dhabi; and
•Ceres Assessoria de Investimentos Ltda. is regulated by the Securities and Exchange
Commission of Brazil (“CVM”) as an agricultural brokerage.
Each regulated company generally provides services to clients based both within and outside of
its home jurisdiction in accordance with the applicable legal and regulatory requirements. In certain
jurisdictions, this involves relying on applicable exemptions. In addition to the regulatory regimes in each
company’s home jurisdiction, our companies may be subject to overseas law and regulation when they
provide services on a cross-border basis. We are also subject to anti-money laundering, counter-terrorism
financing and sanctions laws and regulations in the jurisdictions in which we operate.
Several areas of regulation have either seen recent change or are areas where future change is
anticipated. Where these changes may pose a material risk to the future operation of our business, they
have been disclosed in “Risk Factors—Risks Relating to Regulation.”
United Kingdom
The statutory framework for the regulation of financial services in the United Kingdom is set out in
the Financial Services and Markets Act 2000 (“FSMA”). FSMA requires firms that provide financial
services in the United Kingdom to be authorized and regulated by the relevant regulatory authority.
Financial services firms are subject to supervision by one or both of two U.K. regulators—the FCA and the
Prudential Regulation Authority (“PRA”). The PRA is responsible for regulating banks and building
societies (as deposit takers), insurers and credit unions and large investment firms (e.g., investment
banks) for prudential purposes. The FCA regulates all other investment firms for prudential purposes, and
regulates all financial services firms for conduct purposes.
Entities Subject to the FCA’s Supervision
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In the United Kingdom, we have five regulated entities: Marex Financial, MSIL, MCMI, Marex
Prime Services Limited and HPC Investment Services Limited. The U.K. Regulated Entities are regulated
and authorized by the FCA as their sole U.K. regulator for both prudential and conduct matters. HPC
Investment Services Limited is regulated and authorized by the FCA as the operator of an OTF, which is
the platform through which our U.K.-based clients can trade certain products and asset classes. The FCA
is also the prudential supervisor of our business on a consolidated basis. None of our entities are
authorized or regulated by the PRA.
To be authorized by the FCA, firms are subject to an extensive approval process. This includes
assessing their compliance with various regulatory requirements, including certain “threshold conditions”.
Threshold conditions are the minimum conditions which must be satisfied (both at the time of
authorization and on an ongoing basis) for a firm to gain and continue to have permission to carry on the
relevant regulated activities under FSMA. The threshold conditions for FCA regulated firms relate to
matters including:
•the firm’s legal form and location of offices;
•whether the firm is capable of being effectively supervised by the FCA;
•whether the firm has adequate resources (both financial and non-financial) to carry on its
business; and
•whether, considering all the circumstances (including whether the firm’s affairs are conducted
soundly and prudently), the firm is a fit and proper person to conduct the relevant regulated
activities.
The FCA’s Principles for Businesses sets out high-level principles that apply to all authorized
firms. This includes requirements for firms to treat clients fairly, maintain adequate financial resources and
risk management systems, observe proper standards of market conduct, manage conflicts of interest
fairly, communicate with clients in a way that is clear, fair and not misleading, and deal with their
regulators in an open and cooperative way.
The FCA also has certain powers in relation to the approval of the “controllers” of U.K. FCA
authorized firms, including the U.K. Regulated Entities. Any person proposing to acquire or increase
“control” at or above prescribed thresholds in an FCA authorized firm must obtain approval from the FCA
prior to the change in control.
FCA Supervision and Enforcement
The FCA has a wide range of supervisory powers, including extensive powers to intervene in the
affairs of an FCA authorized firm. The FCA also has various disciplinary and enforcement powers, which
include powers to (i) limit or withdraw a firm’s permissions; (ii) suspend individuals from undertaking
regulated activities; (iii) impose restitution orders; and (iv) fine, censure, or impose other sanctions on
firms or individuals.
The FCA can formally investigate a firm, require the production of information or documents, or
require a firm to provide a “skilled persons” report under section 166 of FSMA to facilitate its supervision
of a firm. For example, in 2022 the FCA required us to provide a “skilled persons” report on the product
governance controls and processes that we had implemented in respect of our Hedging and Investment
Solutions business. After reviewing this report, the FCA determined that it did not need any further
information on this subject.
The U.K. Regulated Entities are subject to the Senior Managers and Certification Regime
(“SMCR”), which relates primarily to the accountability and responsibility of managers and other relevant
staff. Under the SMCR, firms must have clear and effective governance structures. Different conduct rules
apply to the U.K. Regulated Entities’ staff depending on the seniority of the function performed.
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The FCA may take direct enforcement action under the SMCR against individuals undertaking senior
management functions for authorized firms. Under the SMCR, the FCA may revoke an individual’s
approval to perform certain roles within a firm. Breaches by authorized firms of certain rules can also give
certain private persons (who suffer loss from the breach) a right of action against the firm for damages.
The FCA can also take action against a broader population of individuals under the SMCR including so-
called certification functions as well as conduct rules staff for both financial and non-financial misconduct.
Misconduct both inside and outside the workplace can be relevant to FCA action. In December 2025, the
FCA published its final policy statement (PS25/23) on tackling non-financial misconduct in financial
services. The FCA has amended its Code of Conduct (COCON) sourcebook to explain how non-financial
misconduct can be a breach of the conduct rules and has published guidance on how non-financial
misconduct forms part of the Fit and Proper test (FIT) sourcebook. With effect from 1 September 2026,
serious misconduct such as bullying, harassment and violence will be a matter of regulatory concern at all
SMCR firms (including non-bank firms), aligning the conduct rules between banks and non-banks.
Serious instances of non-financial misconduct could lead to disciplinary action by the FCA including the
issuance of prohibition orders against individuals rendering them permanently unable to work in the
financial services industry in the United Kingdom.
U.K. Financial Services Legislation
FSMA is the central piece of legislation for the regulation of financial services companies in the
United Kingdom. Among other things, it imposes certain requirements on FCA authorized firms and gives
the FCA a broad range of powers.
Following Brexit, certain “on-shored” E.U. financial services legislation has been assimilated in U.K. law.
The FCA has published relevant guidance which indicates which pieces of E.U.-derived regulations will
continue to apply in the United Kingdom, in modified form where required (“On-shored E.U. Regulation”).
The FCA, alongside HM Treasury and the PRA, continue to work on the so-called “Edinburgh Reforms”
which, in part, focus on reviewing On-shored E.U. Regulation and determining what should remain in
place under U.K. law and what should instead be revisited and potentially reformed (or deleted with no
replacement or some combination of the foregoing). In January 2025, the FCA published its response to
the Government's growth mission, outlining initiatives to reduce regulatory burdens, streamline its
Handbook, and simplify the Senior Managers and Certification Regime. In addition, the Government has
published a Financial Services Growth and Competitiveness Strategy focusing on priority growth
opportunities including fintech, sustainable finance, asset management and wholesale services,
insurance and reinsurance and capital markets.This means the U.K. regulatory landscape will be subject
to considerable flux in the coming years, which may result in an increased (or decreased) regulatory and
compliance burden on the U.K. Regulated Entities as well as increasing divergence between the
approach adopted by the U.K. Regulated Entities and group companies regulated in the European Union
(and elsewhere). Monitoring for and implementing these changes could represent a regulatory risk for us
as well as necessitating increased legal and compliance spend.
In addition to FSMA, the U.K. Regulated Entities are subject to a wide range of regulatory rules,
including, but not limited to, the rules prescribed in the FCA Handbook and the On-shored E.U.
Regulation. Many of the rules that apply to the U.K. Regulated Entities are derived from this “on-shored”
legislation, including, but not limited to, the U.K. versions of:
•the regime referred to collectively as MiFID II and MiFIR;
•the EMIR;
•the Capital Requirements Regulation (Regulation (EU) No 575/2013 on prudential
requirements for credit institutions and investment firms) (“CRR”) and the fourth Capital
Requirements Directive (Directive 2013/36/EU on access to the activity of credit institutions
and the prudential supervision of credit institutions and investment firms) (“CRD IV”);
•the Market Abuse Regulation (Regulation (EU) No 596/2014 on market abuse) (“MAR”);
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•the Alternative Investment Fund Managers Directive (Directive 2011/61/EU) (“AIFMD”);
•the Regulation on wholesale energy market integrity and transparency (Regulation (EU) No
1227/2011 on wholesale energy market integrity and transparency);
•the Benchmarks Regulation (Regulation (EU) 2016/1011 on indices used as benchmarks in
financial instruments and financial contracts or to measure the performance of investment
funds) (“BMR”);
•the Bank Recovery and Resolution Directive (Directive 2014/59/EU establishing a framework
for the recovery and resolution of credit institutions and investment firms) (“BRRD”);
•the Securities Financing Transactions Regulation (Regulation (EU) 2015/2365 on
transparency of securities financing transactions and of reuse); and
•the Central Securities Depositories Regulation (Regulation (EU) No 909/2014 on central
securities depositories).
Where E.U. regulations are “on-shored” in the United Kingdom, they typically have a similar
application as the E.U. equivalent, but with various important divergences, which will likely increase over
time.
United Kingdom Wholesale Markets Review and FSMA 2023
In 2021, the U.K. government established a review to improve the regulation of secondary
markets in the United Kingdom (the “Wholesale Markets Review”). The Wholesale Markets Review
proposed a range of changes to how trading in securities is regulated in the United Kingdom. The FCA
has implemented changes where legislation is not required, and other changes have been implemented
by the Financial Services and Markets Act 2023 (“FSMA 2023”), which was published in July 2023.
In particular, FSMA 2023 gives the United Kingdom Treasury the power to designate a person who
provides critical services to regulated firms as “critical.” This regime took effect on 1 January 2025 and
allows the FCA together with the PRA and Bank of England to directly oversee critical services provided
to regulated firms by designated critical third parties (that would otherwise be unregulated by the FCA)
and make associated rules in relation to such provision.The regulators have published final rules
(PS24/16 and PRA PS16/24) establishing operational risk and resilience requirements, incident reporting
obligations and an oversight framework for critical third parties. However, the statutory obligations will only
apply to a critical third party once HM Treasury has made a designation order in respect of that third party.
As at the date of this Annual Report, HM Treasury has not yet designated any critical third parties,
although certain service providers to our United Kingdom entities may be designated in the future.
Risk Management, Compliance and Governance
The U.K. Regulated Entities must have robust risk management, compliance and governance processes
so that they can be operated in accordance with the U.K. regulatory framework and with sound risk
management processes. This includes the requirement to operate in accordance with U.K. operational
resilience and outsourcing rules. Under the FCA and PRA's operational resilience requirements, firms
were required to demonstrate by March 31, 2025 that they are able to remain within their stated impact
tolerances for important business services when subject to severe but plausible stress scenarios. For
OTC derivatives transactions, such rules include a requirement in certain cases to centrally clear or apply
“risk mitigation techniques.”
Conduct of Business
The U.K. regulatory framework imposes various requirements relating to the conduct of business
of an authorized firm. These requirements relate to, among others, product governance, the treatment of
client money and assets, information provision, disclosure and reporting to clients, handling of client
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complaints, best execution, management of conflicts of interest, disclosure to clients of information
relating to charges and the general obligation to deal with clients fairly.
The applicable conduct rules may differ depending on the type of client. While Marex Financial is
authorized by the FCA to provide certain investment services to retail clients, we currently do not have
any retail clients and in practice, we only provide services to professional clients and eligible
counterparties.
The FCA has introduced the “Consumer Duty” designed to ensure that firms deliver good outcomes for
retail clients. The duty applies primarily to firms providing services to retail clients, but it also has an
impact when a wholesale firm is in a distribution chain and, as a result, affects outcomes for retail
investors. This is in addition to existing product governance rules which require manufacturers and
distributors of financial instruments to consider their suitability for the relevant target market and
distribution strategy. In February 2025, the FCA removed the requirement for firms to have a Consumer
Duty Board champion, and has launched a review of FCA Handbook requirements under the Consumer
Duty with a view to simplifying requirements where they overlap with the Consumer Duty.
U.K. regulation also governs the provision of information by authorized and unauthorized firms,
including the requirement that financial promotions are compliant with certain disclosure obligations and
are fair, clear and not misleading (or can otherwise be made to specified categories of recipients in line
with specific exemptions).
Market Conduct and Abuse
Market conduct rules impose certain obligations on the U.K. Regulated Entities, including duties
of transparency to regulators, markets and issuers. This includes trade reporting and monitoring
obligations, both in relation to financial instruments and wholesale energy products to ensure that the U.K.
Regulated Entities help to maintain the proper functioning and integrity of the wider U.K. financial
markets.
Following Brexit, a U.K. version of MAR (“U.K. MAR”) operates in parallel to the original E.U.
version (“E.U. MAR”). Both E.U. MAR and U.K. MAR contain prohibitions on insider dealing, unlawful
disclosure of inside information and market manipulation, and provisions to prevent and detect these
abuses.
U.K. MAR requires the U.K. Regulated Entities to monitor and identify potential market abuse and
report any suspicions of market abuse to the FCA. Under U.K. MAR, the FCA may (i) impose an unlimited
fine on any person that engages in market abuse, or that has encouraged or required another person to
do so; (ii) publish a statement of public censure; (iii) apply to the court for an injunction or restitution order;
or (iv) impose other administrative sanctions, such as carrying out on-site inspections and cancelling or
suspending trading in financial instruments. The Financial Services and Markets Act 2023 confers new
rule-making powers on the FCA, including the power to make changes to the regulatory framework on
market abuse in the United Kingdom.
The Criminal Justice Act 1993 also contains rules covering criminal penalties for insider dealing.
The Financial Services Act 2012 contains criminal offenses for making false or misleading statements or
creating a false or misleading impression in relation to relevant investments, including benchmarks.
These offenses sit alongside the civil market abuse offenses in U.K. MAR, and the FCA is empowered to
prosecute both civil and criminal market abuse offenses.
Prudential Capital and Liquidity Requirements
Under the IFPR, we are subject to consolidated prudential supervision by the FCA. Generally,
U.K. Regulated Entities are subject to the IFPR when their activities fall within the scope of MiFID II. The
U.K. Regulated Entities that fall within the scope of the IFPR must satisfy certain prudential capital and
liquidity requirements, including the own funds requirements and the basic liquid assets requirement.
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Capital, liquidity and prudential governance requirements vary according to, among others, the scale and
nature of our business, an internal assessment of our requirements and additional requirements imposed
by the FCA.
Resolution Powers
In the United Kingdom, an investment firm may be subject to resolution or investment bank
special administration depending on its systemic importance and regulatory classification. Resolution
rules are included in the Banking Act 2009 and give authorities a wide range of powers to deal with
financial institutions which, in general, are failing or are likely to fail. These powers include pre-insolvency
stabilization powers such as “bail in” (writing down the claims of the firm’s unsecured creditors, including
holders of capital instruments, and converting those claims into equity), as well as the power to force the
partial or full sale of an entity subject to resolution. Special administration powers apply at the point an
entity becomes insolvent and allows special administrators to take control of the entity and apply certain
measures such as transferring client money and assets.
Our business does not fall within the scope of special administration rules. However, as our
systemic importance may change, it is possible that we become subject to resolution rules. Decisions
taken in the context of resolution or special administration may materially adversely affect investors in our
ordinary shares.
Outside resolution, there are requirements for firms which hold client money. These requirements
are principally intended to ensure that client money is protected in the event of the firm’s insolvency.
Marex Financial is also subject to specific client money rules relating to regulated clearing arrangements.
Remuneration
We must comply with the “basic” and “standard” remuneration requirements contained in the Senior
Management Arrangements, Systems and Controls sourcebook (“SYSC”) 19G of the FCA Handbook. The
U.K. Regulated Entities are also required to comply with the “extended” remuneration requirements
contained in SYSC 19G. SYSC 19G includes general requirements in relation to remuneration policy,
governance and disclosure and specific requirements regarding the remuneration arrangements of
individuals whose professional activities have a material impact on the firms’ risk profiles. Our
remuneration committee ensures that our remuneration policies and practices are consistent with the
requirements of SYSC 19G. In October 2025, the PRA and FCA published final rules (PRA PS21/25 and
FCA PS25/15) on reform of the remuneration rules for banks.
Financial Services Compensation Scheme / Financial Ombudsman Scheme
The U.K. Regulated Entities are within the scope of the U.K. Financial Services Compensation
Scheme (“FSCS”). In certain circumstances, the FSCS would provide compensation if those entities were
unable to satisfy the claims of their clients (for example, in the event of an entity’s insolvency). The U.K.
Regulated Entities are required to pay an annual levy towards the FSCS, which is variable.
The Financial Ombudsman Scheme (“FOS”) is an independent complaints resolution body which
seeks to resolve disputes between consumers and financial services providers. While the U.K. Regulated
Entities are technically subject to the jurisdiction of the FOS, the FOS only considers complaints
presented by an “eligible complainant”. Because “eligible complainants” are broadly non-professional
persons, we do not expect any of our clients to be “eligible complainants” for the purposes of the FOS.
Benchmarks
Administering regulated benchmarks is a regulated activity under the U.K. Benchmarks
Regulations (“U.K. BMR”). While we contribute to regulated benchmarks, we do not currently administer
any that are subject to the U.K. BMR.
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United States
MCMI, MML, MSIL, XFA and MPR LLC are subject to significant regulation in the United States,
including requirements imposed by the CFTC, FINRA, the SEC, and the NFA. Certain U.S. Regulated
Entities are also subject to the requirements set forth by exchanges to which they hold a membership.
See Item 4B. “Business Overview—Our Principal Services—Clearing.” These regulatory bodies and
exchanges protect clients by imposing requirements on the U.S. Regulated Entities, including those
relating to capital adequacy, licensing of personnel, conduct of business, protection of client assets,
record-keeping, trade-reporting and other matters.
The CFTC is responsible for enforcing the CEA. The CFTC has broad enforcement authority over
commodity futures and options contracts traded on regulated exchanges as well as other commodities
trading in interstate commerce. The CEA also vests the CFTC with enforcement authority with respect to
fraud and manipulation involving cash market trading of commodities. MCMI, MML, MSIL, XFA and MPR
LLC must comply with the requirements set out by the CEA, including, by way of example, minimum
financial and reporting requirements, the establishment of risk management programs, use of segregated
accounts for client funds, maintenance of record-keeping measures and in particular, the requirement that
trade execution and communications systems be able to handle anticipated present and future peak
trading volumes.
MCMI is regulated by the CFTC and NFA as a futures commission merchant and MML, MSIL,
XFA and MPR LLC are each regulated by the NFA as an IB. The foregoing U.S. Regulated Entities are
also subject to the rules and requirements of the exchanges to which they are members, as applicable.
The NFA has the power to search for and implement what it believes are best practices for the industry,
create rules that its members must follow and impose fines or revoke the membership of its members.
The SEC is responsible for enforcing U.S. federal securities laws, including the Securities Act and
the Exchange Act. The SEC has broad enforcement authority over public companies, investment firms
and broker-dealers involved in issuing and transacting in securities on regulated exchanges and OTC
markets. FINRA, a self-regulatory organization that operates under the oversight of the SEC, regulates
member firms and is authorized to enforce disciplinary actions against member firms and registered
representatives who violate federal securities laws or FINRA’s rules. MCMI and XFA are regulated by the
SEC, and MCMI is a FINRA member firm.
The U.S. securities industry is subject to extensive regulation under federal and state securities
laws. These laws and regulations include obligations relating to custody and management of client
assets, marketing activities, self-dealing and full disclosure of material conflicts of interest. They generally
grant the SEC and other supervisory bodies administrative powers to address non-compliance. The U.S.
Regulated Entities must comply with a range of requirements imposed by the SEC, state securities
commissions, the Municipal Securities Rulemaking Board (“MSRB”) and FINRA.
FINRA regulates trading in securities, including securities futures and options. All firms dealing in
securities that are not regulated by another SRO, such as by the MSRB, are required to be member firms
of FINRA. As part of its regulatory authority, FINRA periodically conducts regulatory exams of its regulated
institutions. FINRA licenses individuals and admits firms to the industry, writes rules to govern their
behavior, examines them for regulatory compliance, and disciplines registered representatives and
member firms that fail to comply with federal securities laws and FINRA’s rules and regulations.
Net Capital Requirements
MSIL and the U.S. Regulated Entities are subject to net capital requirements as CFTC and NFA
regulated entities. As an SEC registered broker-dealer and an NFA registered IB (and, in the case of
MCMI, a Futures Commission Merchant under the CFTC’s and NFA’s rules), each of MCMI and XFA is
subject to minimum capital requirements under Section 4(f)(b) of the CEA, Part 1.17 of the rules and
regulations of the CFTC and the SEC Uniform Net Capital Rule 15c3-1 under the Exchange Act. These
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rules specify the minimum amount of capital that must be available to support clients’ open trading
positions. Net capital and the related net capital requirement may be subject to daily fluctuations.
Failure to maintain the required net capital may subject each of the U.S. Regulated Entities to
suspension or revocation of registration by the SEC, and suspension or expulsion by FINRA and other
regulatory bodies. They may also experience limitations on their activities, including suspension or
revocation of their registration by the CFTC, suspension or expulsion by the NFA and various exchanges
of which they are members, monetary fines, prohibition on conducting business and ultimately liquidation.
France
The framework for the regulation of financial services in France is set out in (i) the French
Monetary and Financial Code (Code Monétaire et Financier) as well as other French codes and
legislation, (ii) the AMF General Regulation (Règlement Général), supplemented by certain instructions,
positions and recommendations, (iii) the E.U. regulatory framework, as may be directly applicable in
France and (iv) case law and disciplinary sanctions from French courts, the ACPR and the AMF.
Firms that provide financial services in France must be authorized and regulated by the relevant
regulatory authority, the AMF and/or the ACPR. Financial services firms are subject to supervision by one
or both the AMF and the ACPR.
Entities Subject To the AMF and ACPR’s Supervision
In France, we have three regulated entities: Marex SA and Arfinco SA, which each have
permission to carry on a range of investment services and activities, and Marex AIFM. Marex SA is
regulated and authorized by both the ACPR as an investment firm and the AMF as the operator of an
OTF. Arfinco SA is regulated and authorized by the ACPR as an investment firm. Marex AIFM is regulated
and authorized by the AMF as an AIFM. The ACPR also supervises, on a consolidated basis, Marex SA’s
parent company, Marex European Holdings Limited, which qualifies as an E.U. parent financial holding
company (compagnie holding d’investissement mère dans l’Union).
To authorize a person to carry on regulated activities in France, the ACPR must determine that
the applicant meets numerous regulatory requirements. The requirements are the minimum conditions
which must be satisfied (both at the time of authorization and on an ongoing basis) for a firm to gain and
continue to hold permission to carry on the relevant regulated activities in France. These conditions relate
to matters including:
•the firm’s legal form and location of offices;
•whether the firm is capable of being effectively supervised by the ACPR;
•whether the firm has adequate resources (both financial and non-financial) to carry on its
business;
•whether, considering all the circumstances (including whether the firm’s affairs are conducted
soundly and prudently), the firm is a fit and proper person to conduct the relevant regulated
activities;
•whether members of the firm’s governing body meet certain knowledge, experience, fitness
and propriety requirements, both individually and collectively, and also satisfy certain
availability requirements; and
•whether managers of the firm’s key functions meet certain propriety, knowledge, experience
and fitness requirements.
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The authorization for operating a French OTF is granted by the AMF after consulting the ACPR.
Before granting a license to the operator of a trading venue, the AMF reviews the operator’s compliance
with the regulatory framework, approves the operating rules and grants a professional card to the persons
in charge of certain control functions. The operator of the trading venue is also required to comply with the
AMF’s reporting obligations.
AMF and ACPR Supervision and Enforcement
The AMF and ACPR have a wide range of supervisory powers, including extensive powers to
intervene in the affairs of a regulated firm. The AMF and ACPR also have various disciplinary and
enforcement powers, which include powers to (i) limit or withdraw a firm’s permissions; (ii) suspend
individuals from undertaking regulated activities; and (iii) fine, censure, or impose other sanctions on firms
or individuals. The ACPR can formally investigate a firm, require firms to produce information or
documents, or require a firm to comply with additional reporting duties.
The most material regulatory requirements which apply to Marex SA, Arfinco SA and Marex AIFM
are listed below.
Risk Management, Compliance and Governance
Marex SA, Arfinco SA and Marex AIFM are required to have robust risk management, compliance
and governance processes so that they can be operated in accordance with the French regulatory
framework and with sound risk management processes.
Certain operations by Marex SA, Arfinco SA and Marex AIFM must be subject to, at a minimum,
ex-post notification to the ACPR or the AMF. In certain cases, such as changes to the firm’s capital
structure, prior approval by the ACPR or the AMF is required.
Prudential Capital and Liquidity Requirements
Marex SA is subject to prudential regulation in France. Accordingly, Marex SA is subject to
prudential supervision by the ACPR both individually, and on a consolidated basis with its parent
company, Marex European Holdings Limited. Generally, as with the U.K. Regulated Entities, Marex SA,
Arfinco SA and Marex AIFM are subject to prudential capital and liquidity requirements when their
activities fall within the scope of MiFID II.
Resolution Powers
In France, an investment firm may be subject to resolution depending on its systemic importance
and regulatory classification. Resolution rules are set forth in the French Monetary and Financial Code
and give the ACPR and its Resolution Committee a wide range of powers to deal with financial institutions
which, in general, are failing or are likely to fail. These powers include pre-insolvency stabilization powers
such as “bail in,” as well as the power to force the partial or full sale of an entity subject to resolution.
Remuneration
The AMF has incorporated the ESMA Guidelines on certain aspects of the MiFID II remuneration
requirements (ESMA-35-43-3565 issued on April 3, 2023). The ESMA Guidelines aim to provide a
common, uniform and consistent application of the MiFID II remuneration requirements and clarify the
application of the governance requirements in the area of remuneration under MiFID II.
European Union
MSEL (and MSEL’s branches in Germany and Spain), the Italian branch of Marex Financial
(pursuant to the terms of Marex Financial’s Italian license to provide services in Italy on a cross-border
basis) and the Portuguese and Italian branches of Marex SA are authorized and regulated by the CBI, the
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FCA and the AMF/ACPR, respectively, making them subject to the regulation and rules of Ireland, the
United Kingdom and France, respectively. MSEL and Marex SA also passport their services into other
EEA states (as further described below), which brings them within the scope of the regulations and rules
of those jurisdictions. The relevant E.U. regulatory requirements are listed below.
MiFID II
MiFID II governs the provision of investment services in financial instruments. It applies, among
others, to investment firms, wealth managers, broker-dealers and product manufacturers which are
authorized to carry out certain investment services and activities. It also covers trading venues, market
operators, portfolio managers as well as third-country firms providing investment services in the European
Union. MiFID II sets out requirements relating to client classification, management of conflicts of interest,
best execution, governance, client order handling, suitability and appropriateness, outsourcing and
transaction disclosures and reporting.
MSEL, Marex SA, Arfinco SA, Marex AIFM and Marex Financial are investment firms.
Authorization under MiFID II in one member state enables a firm to carry on certain investment activities
in other EEA states through passporting and without the requirement to obtain separate authorizations
there. MSEL, Marex SA, Arfinco SA and Marex AIFM currently rely on passporting rights when
undertaking cross-border activity in the European Union.
Market Abuse Regulation
E.U. MAR contains prohibitions on insider dealing, unlawful disclosure of inside information and
market manipulation, and provisions to prevent and detect these abuses. MAR requires the E.U.
Regulated Entities to monitor and identify potential market abuse and report any suspicions of market
abuse to the relevant competent authority.
Under E.U. MAR, competent authorities may (i) impose an unlimited fine on any person that
engages in market abuse, or that has encouraged or required another person to do so; (ii) publish a
statement of public censure; (iii) apply to the court for an injunction or restitution order; or (iv) impose
other administrative sanctions, such as carrying out on-site inspections and cancelling or suspending
trading in financial instruments.
The Market Abuse Directive on criminal sanctions for market abuse (Directive 2014/57/EU)
(“MAD II”) complements MAR and sets out minimum requirements for criminal penalties for market abuse.
MAD II has been transposed into national law in all E.U. countries except for Denmark.
The E.U. Listing Act package was published in the Official Journal on 14 November 2024 and
amongst other things makes amendments to E.U. MAR, representing the first substantive divergence
between E.U. MAR and U.K. MAR in a variety of areas including: (i) the buy-back safe harbour; (ii) minor
amendments to the definition of inside information; (iii) the format of certain insider lists for issuers
admitted to trading on SME growth markets; (iv) market soundings; (v) PDMR transactions; and (vi) the
public disclosure of inside information. Changes summarized in (i) to (v) were effective 4 December
2024, with changes summarized in (vi) effective 5 June 2026. Such divergence requires both us and
persons trading in our securities that are in-scope of E.U. and/or U.K. MAR to be mindful of the applicable
regime and will likely increase legal and compliance costs for monitoring and implementing for two market
abuse regimes, where formerly there was a single harmonized approach across the EU and UK.
CRD IV/CRR and IFD/IFR
The CRD IV and the Investment Firms Directive (Directive (EU) 2019/2034) and Regulation ((EU)
2019/2033) (“IFD” and “IFR”) set out the E.U. framework for the prudential regulation of investment firms.
Certain MiFID investment firms of systemic importance, particularly those with permissions relating to
underwriting or dealing as principal, are subject to the provisions of CRD IV relating to prudential and
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capital standards. The prudential consolidation provisions of IFR (principally Article 7) apply to MSEL and
Marex European Holdings Limited, parent company of Marex SA, in its capacity as an E.U. parent
financial holding company (compagnie holding d’investissement mère dans l’Union).
BRRD/SRMR
The BRRD regime, as copied in the Single Resolution Mechanism Regulation (“SRMR”) that
applies to jurisdictions within the E.U. Banking Union, gives regulators a wide range of powers to deal
with financial institutions which, in general, are failing or are likely to fail. These powers include pre-
insolvency stabilization powers such as “bail in,” as well as the power to force the partial or full sale of an
entity subject to resolution. Where appropriate and permitted under the regime, regulators may also have
powers in relation to other entities in the same group as the relevant financial institution.
AIFMD
Unless an exemption applies, AIFMD applies to all AIFMs that (i) are E.U. based, (ii) are non-E.U.
based and have E.U. domiciled AIFs, or (iii) have non-E.U. AIFs that market their units/shares within the
European Union to European investors. AIFMD prescribes various rules on the authorization, capital
requirements and conduct of business of fund managers and the marketing of funds.
Marex AIFM is authorized under AIFMD to manage Marex Fund S.A. SICAV-RAIF and to perform
certain other investment services permitted under AIFMD.
Changes to AIFMD in the EU have been adopted and came into force in April 2024; however, EU
Member States have two years after publication to transpose the rules into national law. This means the
changes will apply from 16 April 2026. The Level 2 delegated acts and technical standards supporting
AIFMD II are being finalised, with key provisions taking effect between April 2026 and October 2027,
including ESMA's revised Annex IV regulatory reporting technical standards and implementing technical
standards which are not required to be finalised until April 2027, meaning certain enhanced reporting
obligations will be phased in after the initial transposition date. These changes could increase the
compliance burdens on our AIFM and AIFs.
In December 2025, the European Commission published a Market Integration and Supervision
Package as part of its Savings and Investments Union initiative, proposing further amendments to AIFMD.
Key proposals include the introduction of a depositary passport (permitting AIFMs to appoint a depositary
located anywhere in the EU), streamlined cross-border marketing rules, and enhanced supervisory
convergence powers for ESMA over large asset management groups. If adopted, these proposals would
require transposition within 18 months of entry into force and could introduce additional compliance
requirements for our AIFM and AIFs following shortly after the implementation of AIFMD II.
Changes to the UK’s version of the AIFMD regime are underway. In April 2025, HM Treasury
published a consultation paper and the UK’s Financial Conduct Authority published a call for input on
reforms to the UK AIFMD regime, both of which closed in June 2025. This is as a result of the so-called
Edinburgh Reforms, where AIFMD in its current format in the UK will be repealed at a future, to be
determined date, and replaced with an updated UK regime. The amendments to the UK AIFMD regime
are not yet final but the FCA has previously expressed a preference to make it “more proportionate”. The
FCA intends to consult on detailed rules in the first half of 2026, with final rules expected later in 2026.
Despite not yet having full visibility on the substance or scale of any amendment to the UK AIFMD regime,
it is likely that it will result in material divergence between the UK and EU regimes, which may increase
the compliance burden on, and associated costs to, our AIFM and AIFs, particularly where they market
into the UK.
Asia
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In Singapore, MSAPL engages in broking and is regulated and licensed by the MAS to carry on
certain regulated financial business, including (i) as a local IB in respect of Marex Financial’s OTC
derivatives products, (ii) to arrange trades locally in respect of Marex Financial’s structured notes, and (iii)
as a clearing broker (with clearing membership on the Singapore Exchange). MSAPL is subject to
Singapore law and regulation when conducting its business, including the Securities and Futures Act and
Regulations, and the Financial Advisors Act and Regulations.
SEAPL engages in energy OTC broking. It operates in Singapore in reliance on an exemption
from the requirement to obtain a license from the MAS. Although SEAPL is not required to obtain a
license from the MAS, it remains subject to certain aspects of Singapore law and regulation while
conducting its business.
In Hong Kong, MHKL and MFS HK conduct regulated financial business and are regulated by the
SFC as IBs. MHKL and MFS HK are subject to Hong Kong law and regulation when conducting this
business, including the Securities and Futures Ordinance.
DIFC
In the DIFC, MML conducts regulated financial business and is regulated by the DFSA as an
authorized firm. MML must adhere to various obligations, including:
•obtaining the appropriate license from the DFSA to operate in the DIFC;
•meeting specific requirements, including maintaining adequate capital;
•observing the conduct of business rules, which cover disclosure requirements and prevention
of market abuse;
•upholding robust anti-money laundering and counter-terrorist financing measures and
effective sanctions processes;
•ensuring effective risk management and ongoing compliance with the DFSA regulations;
•submitting regular financial reports and other necessary disclosures to the DFSA; and
•following good corporate governance practices. Non-compliance can result in penalties and/
or the revocation of the authorized firm’s license.
•MML and Marex SA Dubai must also comply with applicable laws in the DIFC, including UAE
federal criminal law.
Australia
In Australia, MAPL and MF conduct regulated financial business and are regulated by ASIC as an
Australian Financial Services (“AFS”) Licensee and Foreign Company (Overseas) AFS Licensee
respectively. MAPL and MF are subject to Australian law and regulation when conducting their
businesses, including a statutory obligation to provide efficient, honest and fair financial services. MAPL’s
obligations as an Australian Financial Services Licensee include:
•the competence, knowledge and skills of MAPL’s responsible managers;
•the training and competence of MAPL’s financial advisers and authorized representatives;
•ensuring MAPL’s financial advisers and authorized representatives comply with the financial
services laws;
•compliance, managing conflicts of interest and risk management;
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•the adequacy of financial, technological and human resources; and
•base level financial and audit requirements.
Anti-money Laundering
Our U.K. and European entities are subject to statutory and regulatory requirements concerning
relationships with clients and the review and monitoring of their transactions. Regulated firms in both the
United Kingdom and in the European Union must have robust governance, effective risk procedures and
adequate internal control mechanisms to manage the exposure to financial crime risk. The measures
require the U.K. and E.U. entities to verify client identity and understand the nature and purpose of the
proposed relationship on the basis of documents, data or information obtained from a reliable and
independent source; and review and monitor their client’s transactions and activities to identify anything
suspicious.
Our U.K. and E.U. entities take a risk-based approach and senior management are responsible
for addressing these risks. There is a requirement to regularly identify and assess the exposure to
financial crime risk and report to the governing body on the same. This enables the targeting of financial
crime resources on the areas of greatest risk. Procedures in the United Kingdom and European Union are
based on guidance and requirements issued both at a national and supranational level.
The FCA and the financial supervisory authorities in the European Union require our entities to
have systems and controls in place to enable them to identify, assess, monitor and manage financial
crime risk. Accordingly, we have implemented appropriate systems and controls which are proportionate
to the nature, scale and complexity of our activities. We provide relevant training to our employees in
relation to financial crime. As required, our Money Laundering Reporting Officer, supported by regional
compliance functions with financial crime responsibilities, provides regular reports to the Audit and
Compliance Committee on the operation and effectiveness of these systems and controls, including
details of our regular assessments of the adequacy of these systems and controls to ensure their
compliance with the local regulatory requirements.
We are subject to similar anti-money laundering obligations to those described above in relation
to the United States, United Kingdom and European Union for our subsidiaries that are regulated outside
of those jurisdictions. Where such obligations exist, we put in place appropriate systems, controls and
training to ensure we operate in line with requirements.
Data Privacy
Because we handle, collect, store, receive, transmit and otherwise process certain Personal
Information of our clients and employees, we are subject to federal, state, local and international laws
related to the processing, privacy and protection of such data, including the GLBA and the CCPA in the
United States, and in Europe, the E.U. GDPR and the U.K. GDPR. Any significant changes to applicable
Privacy Requirements or regarding the manner in which we seek to comply with applicable Privacy
Requirements, could require us to make modifications to our products, services, policies, procedures,
notices and business practices, including potentially material changes. Such changes could potentially
have an adverse impact on our business. Please see Item 3D. “Risk Factors— Any actual or perceived
failure to comply with laws, regulations, and other requirements relating to data privacy, security, the
processing of Personal Information and cross-border data transfer restrictions could adversely affect our
business, including through increased costs, legal claims, fines or reputational damage” for further details.
Intellectual Property
Our key trademarks include MAREX and NEON. We seek to register our key trademarks in the
countries where we operate or intend to operate.
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We also hold a portfolio of domain name registrations including www.marex.com,
www.marexspectron.com and www.marexsolutions.com. Our websites are supported and managed by a
third-party service provider and hosted on our server.
We have proprietary rights in certain data analytics and technology systems. These include our
Neon trading and risk platform and AGILE, the commodity solutions platforms used by Marex Solutions
and Marex Financial. We also license technology and software from third parties to manage and operate
aspects of our business and use open-source software where we believe it is appropriate. Although we
believe these licenses are sufficient for the operation of our business, these licenses are typically limited
to specific uses and for limited time periods.
We sometimes engage third parties to develop processes, techniques, technology or other
intellectual property on our behalf. As a matter of general practice, our contracts with such third parties
provide for the assignment of the intellectual property in such developments to Marex or the grant of a
license to use such intellectual property in our business. Our employees and direct contractors who are
involved in the development of our intellectual property and technology are generally contractually
required both to transfer the intellectual property in such developments to us and to maintain the
confidentiality of our non-public proprietary information.
Sustainability
Sustainability is an important part of both our business strategy and our approach to risk
management.
In recent years, we have developed environmental offerings to support our clients as they
transition to a low carbon economy. We connect interested clients to environmental markets through
extensive coverage of clean energy, biofuels, recycled metals and carbon management, including
compliance and voluntary markets. We believe that the markets for these products will continue to grow
given the focus of many governments and businesses, including many of our clients, in adopting
decarbonization goals and increasing the focus on acting sustainably.
Since 2020, we have embarked on our sustainability journey. In 2025, we remain focused on our
approach to sustainability, which is underpinned by our strategy. We seek to foster work environments
where talent can thrive, as well as supporting the global green transition and reducing our own carbon
footprint.
Our strategy is presented across environmental and social initiatives, underpinned by strong
governance, policies and procedures to manage risks and opportunities. Our plans are supported by
underlying measures used to monitor progress across our environmental strategy.
Social
We have a strong culture and deeply value respect, integrity and development. Our aim is to
ensure we build a team of talented individuals and empower our team to drive our ambition for change
across the business. We track our progress in this area by measuring employee engagement using the
Peakon methodology. From 2019 to 2025, these employee engagement scores have remained stable,
even through transformational acquisitions. The UK mean gender pay gap increased to 23% in 2025,
compared to 2024’s 21%. Marex also offers a comprehensive suite of well-being services that incorporate
support for physical and mental health, including 24/7 access to counselling and emotional support.
In 2025, we launched our Women’s Affinity Network and nearly doubled our graduate intake from
2024, expanding opportunities for talent from a broad range of backgrounds. Alongside these initiatives,
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we continue to nurture our human capital by supporting the wellbeing, and growth of our people, and by
investing in the skills and development that enable long-term, sustainable success.
We actively promote awareness of our sector with the future workforce and seek to improve
perceptions of the industry by engaging with local schools. In 2025, Marex volunteers in London
supported a total of 163 students, belonging to 5 schools in the UK and representing, various
backgrounds through career coaching and a range of bespoke events, including school talks through a
charitable partnership with Future Frontiers.
Employees also contribute to charities that are meaningful to them and Marex matches these
donations through its charity matching policy. In the year ending December 31, 2025, Marex donated
$335,000 to charities.
Environmental
We have two focus areas in managing our environmental impact: playing a leading role in
environmental markets to help clients meet their sustainability goals and reducing our own environmental
footprint. We seek to be a part of the transition to a low carbon economy by using our experienced
position across the broader energy, commodities and financial markets to connect clients to voluntary and
regulated environmental markets across the globe. We do so by introducing new environmental products
and extending our geographic coverage, helping clients navigate the opportunities and risks of the
transition from both a local and global perspective. By working in both traditional and green industries and
facilitating and innovating in these markets, we believe we are well placed to work beyond market silos to
make a difference to the sustainability of energy, commodity and financial markets and support the green
transition.
In 2025, our environmental business continued to grow with revenues of $80.0m, an increase of
21% compared to 2024. This is 4% of our revenue and represents a clear opportunity for growth in the
coming years. We saw organic growth in the fast-growing renewable fuels, renewable energy and
recycled metals markets whilst we positioned ourselves for growth as carbon markets increasingly move
towards regulated mechanisms. We also continued to invest in our environmental capabilities. Marex’s
efforts to better serve clients that are interested in sustainability-linked products are demonstrated through
targeted investments that complement our existing services and product segments. In 2025, we invested
in Ruminant Biotech’s methane reduction technology. We also continued to grow our biofuels offering by
adding a new team focused on physical biodiesel.
In the U.S., our newly-established transferable tax credits team launched a proprietary
technology platform, hosted in Marex's client platform, Neon, allowing clean energy developers to list
their projects, and corporate buyers to find tax credits that suit their procurement needs.
We are focused on helping our clients and global economies achieve their decarbonization objectives. For
instance, we are involved in developing Power Purchase Agreements, Renewable Energy Certificates
and European Carbon Allowances. As a technology-enabled business, we aim to find ways to integrate
technology to help accelerate the lower carbon transition.
As well as providing connectivity to clients in the carbon markets, we are active in carbon offset
origination through our partnerships with strong organizations.
This year, we invested in Ruminant Biotech to diversify our future carbon credit offering and
support clients as they seek to achieve their sustainability goals.
We also continue to support The Global Mangrove Trust's conservation and restoration project in
North Sumatra, Indonesia. In 2025, the project increased the number of mangrove seedlings planted by
over 130,000 and expanded its social programmes. The restoration component of the project is
undergoing Gold Standard's registration process. Following the widespread floods in Indonesia, Marex
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has continued to support both immediate humanitarian needs and longer-term efforts to strengthen
community and environmental resilience.
Additionally, after announcing our investment in Key Carbon's cookstove initiative in 2024, we
have seen the project achieve the start of physical distribution in 2025.
We recognize the importance of an industry-wide shift, including by contributing to the dialogue
with trade organizations. Marex is a founding sponsor of the Oxford Program on the Sustainable Future of
Capital Intensive Industries, which is a multi-year research program at the Smith School of Enterprise and
the Environment at the University of Oxford. The program focuses on the ways that capital-intensive
industries, such as mining, oil and gas, infrastructure and construction, can better support current global
environmental challenges, including the role of commodity derivatives markets and technology in
advancing social objectives.
As we support our clients in the green transition, we recognise our responsibility to address our
own environmental footprint. Marex remains focused on improving energy efficiency across the Group
and aims to become net-zero by 2050 or earlier. As part of the transition plan, our future objective is to
drive down GHG emissions, where feasible, and offset residual emissions using carbon offsets. In the
near term, we aim to offset our Scope 1 and 2 emissions with credible and verifiable carbon credits. In
2025, 1806 tCo2e was offset. These are purchased from the 001–OxC – The Global Mangrove Trust
restoration and conservation project in North Sumatra. Marex has helped establish this project and is
working in partnership with the Global Mangrove Trust, OxCarbon and Kumi Analytics to develop a
credible, verifiable carbon sequestration methodology using remote, satellite-based verification (the
“OxCarbon Standard”). We have been using carbon credits from this project to offset Marex’s Scope 1
and 2 emissions since 2022 and will continue to do so. The Global Mangrove Trust project provides
Marex, our clients and the wider market with an inventory of high-quality carbon offsets, verified and
issued under the OxCarbon Standard.
In 2024, we enhanced our data collection and internal reporting to measure our Scope 1 and 2
intensity ratio per full time equivalent (“FTE”) on a total and UK basis. In 2025, we maintain the same
intensity ratio focus but also added visibility on our Scope 3 emissions. Assessments for reductions
across the material categories (suppliers, business travel and employee commute) are underway with
initial strategies already in motion.
Our Scope 1 emissions increased in 2025, mainly due to the acquisition of Agrinvest, where one
of the offices utilises LPG. This contributed a disproportionate amount to our 2025 values compared to the
previous year. In 2026, we will be reviewing options to address the increase due to this particular office.
Our location-based Scope 2 GHG emissions decreased in 2025. The change is due to enhanced
electricity-reduction measures in our London Bishopsgate head office, a reduction in the UK Co2
electricity factor, and subletting some of our empty spaces. The global absolute electricity consumption
(kWh) increased in 2025. However, given Marex's rapid expansion, this measure is more representative
on a per employee basis, where we saw a decrease.
Last year, we increased the completeness of our Scope 2 location-based GHG emissions, which
were used to calculate our intensity ratios to 90%. In our UK head office, we used 100% renewable
energy sources.
During 2025, the Group took steps to further develop our Scope 3 strategy and onboarded data in
specific categories. We now report internally across 7 categories. Our focus for 2026 will build on the
work conducted in 2025, both to continue to onboard data and to continue identifying which of the 15
categories of Scope 3 emissions under the Greenhouse Gas Protocol are either significant, material or
relevant to our business. We then aim to strengthen our net zero strategy against this baseline.
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We remain focused on reaching net zero by 2050 or sooner, and we have invested in
sustainability data management tools, team resources and training to allow us to create a realistic
transition plan in the years ahead.
C.Organizational Structure
The legal name of our company is Marex Group plc (the ‘Company’) which is incorporated in
England and Wales under the UK Companies Act. The Company is the parent company of a number of
subsidiaries held directly and indirectly which operate and are incorporated around the world. All of the
Company’s subsidiaries are, directly or indirectly, owned by the Company. See the Subsidiaries of the
Company included as Exhibit 8.1 to this Annual Report for a list of significant subsidiaries.
D.Property, Plant and Equipment
We lease our principal properties, which are used as office space. Our offices in London, United Kingdom
consist of approximately 75,000 square feet of space leased through 2035. We also lease some
additional shorter term swing space in the building.
Our material leases globally are listed in the table below. This includes all locations where we occupy
20,000 sq ft or more in aggregate:
Property Name | Sq Ft | City | Occupancy Type | Lease end Date |
155 Bishopsgate, London EC2M 3TQ, level 2 | 15,188 | London | Leased | August 11, 2028 |
155 Bishopsgate, London EC2M 3TQ, level 3 | 20,857 | London | Leased | October 30, 2035 |
155 Bishopsgate, London EC2M 3TQ, level 4 | 16,813 | London | Leased | October 30, 2035 |
155 Bishopsgate, London EC2M 3TQ, level 5 | 37,355 | London | Leased | October 30, 2035 |
Riverbank House, 2 Swan Lane, London, EC4R 3AD | 34,521 | London | Leased | November 15, 2035 |
42 Rue Washington and 29 Rue de Berri, Floors 1 & 5, 1st & 4th Basement | 21,701 | Paris | Leased | January 10, 2033 |
222 W. Adams St, Suite 450, Chicago, Illinois 60606 | 21,580 | Chicago | Leased | December 31, 2029 |
140 E 45th St 10th & 11th Floor, 2 Grand Central Tower, New York 10017 | 25,058 | New York | Leased | July 31, 2030 |
EMEA
Our principal EMEA region offices are located in London and Paris as shown in the table above.
Americas
Our principal Americas offices are located in New-York and Chicago as shown in the table above. Our
presence in Brazil consists of an aggregate of approximately 20,000 square feet of leased office space.
APAC
Our principal APAC offices are located in Hong Kong, Singapore and Sydney and consist of an aggregate
of approximately 27,000 square feet of leased office space.
Other Locations
We also maintain a portfolio of additional leased spaces across the EMEA, Americas and APAC regions,
reflecting a global footprint that evolves throughout the year.
These facilities accommodate our principal executive offices. We proactively re-evaluate our office needs
and we believe that our facilities are adequate to meet our needs for the immediate future, and that,
should it be needed, suitable additional space will be available to accommodate any expansion of our
operations.
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For a breakdown of total revenues by category of activity and geographic market for each of the last three
financial years, see Note 5 to our consolidated financial statements included elsewhere in this Annual
Report.
Item 4A.Unresolved Staff Comments
None.
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Item 5.Operating and Financial Review and Prospects
You should read the following discussion of our operating and financial review and
prospects in conjunction with our consolidated financial statements and the related notes included
elsewhere in this Annual Report.
This discussion contains forward-looking statements and involves numerous risks and
uncertainties, including, but not limited to, those described in the “Risk Factors” section of this
Annual Report. See “Cautionary Statement Regarding Forward-Looking Statements.” Our actual
results could differ materially from those contained in any forward-looking statements.
The information relating to a discussion of the year ended December 31, 2023 compared to
the year ended December 31, 2024, as set forth under the heading “Management’s discussion and
analysis of financial condition and results of operations” as described in our Form 20-F for the fiscal
year ended December 31, 2024, is incorporated by reference.
Overview
We provide market access, infrastructure services and essential liquidity to clients across
global commodity 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 more than 60 exchanges. Marex has over 3,400 active clients, including
some of the largest commodity producers, consumers and traders, banks, hedge funds and asset
managers. With more than 50 offices worldwide, the Group has over 3,000 employees across
Europe, Asia and the Americas.
Our business is organized into four interconnected and supporting services, which combine
to provide our clients with access to the full value chain in our industry from clearing to execution.
Clearing is at the heart of our business, providing the infrastructure that connects clients to global
exchanges. We also offer clients access to deep liquidity pools both on an agency and principal
basis across a range of different commodities and financial markets, including metals, agriculture,
energy, equities and fixed income. If there is no on-exchange solution that meets a client’s needs,
we can create bespoke, off-exchange hedging solutions. Our services are characterized by a deep
understanding of products, markets and clients’ needs. Our five segments, which consist of our four
reporting business segments (Clearing, Agency and Execution, Market Making and Hedging and
Investment Solutions) and our Corporate reporting segment, are:
•Clearing: Clearing is the interface between exchanges and clients. Clearing provides
the connectivity that allows our clients access to exchanges and central clearing
houses. As clearing members, Clearing acts as principal on behalf of our clients and
generates revenue on a commission per trade basis. Clearing provides clearing
services across markets including metals, agricultural products, energy and financial
securities across different geographies.
•Agency and Execution: Agency and Execution provides essential liquidity and
execution services to our clients primarily in the energy and financial securities
markets. Our energy division provides essential liquidity to clients by connecting buyers
and sellers in the energy markets to facilitate price discovery. We have significant
positions in many of the markets we operate in, including key gas and power markets in
Europe; environmental, and crude markets in North America; and oil products globally.
We achieve this through the breadth and depth of the services we offer to customers,
including market intelligence for each product we transact in, based on the extensive
knowledge and experience of our teams. Our Securities division provides essential
liquidity and risk management solutions to clients across global financial markets.
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Leveraging our international network, we connect buyers and sellers in equities, credit,
financing, foreign exchange (FX), and rates, enabling efficient price discovery and
tailored hedging strategies. Through our Prime Services business we deliver
comprehensive solutions for institutional clients, including clearing, custody, capital
introduction, portfolio financing, and outsourced trading.
•Market Making: Market Making acts as principal to provide direct market pricing to
professional and wholesale counterparties, primarily within the metals, agriculture,
energy and financial securities markets. The Market Making segment primarily
generates revenue through charging a spread between buying and selling prices,
without taking significant proprietary risk. The Market Making operations are diversified
across geographies and asset classes.
•Hedging and Investment Solutions: Hedging and Investment Solutions offers bespoke
hedging and investment solutions to our clients and generates revenue through a
return built into the product pricing. Tailored hedging solutions allow producers and
consumers of commodities to hedge their exposure to movements in market prices, as
well as exchange rates, across a variety of different time horizons.
•Corporate: Corporate manages the control and support functions of the Group and
provides operational support to the business functions. In addition, Corporate manages
the Group’s funding requirements. Interest expense is incurred through debt securities
issuance, which is recharged to other segments through inter-segmental funding
allocations to reflect their consumption of these resources.
Recent Developments
(a) Interim dividend
The Group approved the payment of a dividend of $0.15 to be paid on March 31, 2026 to
the shareholders on record at the close of business on March 16, 2026.
(b) Acquisition of Valcourt SA
On 22 October 2025, the Group announced that it had agreed terms to acquire Valcourt SA
to enhance the Group's fixed income business. The acquisition will bring a substantial distribution
offering which is consistent with the Group's strategy to add new clients and new capabilities to its
platform to diversify earnings. The acquisition is subject to regulatory approval and is expected to
complete early in the second quarter of 2026; accordingly, the related financial effect cannot
currently be reliably estimated.
(c) Acquisition of Webb Traders
On February 05, 2026, the Group announced the acquisition of Webb Traders, a European
equity derivatives market maker, to supplement its market making capabilities. The acquisition is
expected to further enhance the Group’s established Equity Linked Structured Products platform
and allow the Group to internalize hedging, enhance profit margins and provide better pricing for
clients. Regulatory approvals are progressing, with completion expected in Q2 2026.
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Key Factors Affecting Our Performance and the Comparability of Our Financial Results
Volatility in Commodity Prices and General Economic Activity Levels
We generate revenue primarily from commissions and the spreads we make facilitating and
executing client orders as part of our Clearing, Agency and Execution, Market Making and Hedging
and Investment Solutions businesses. We generate revenues in our Agency & Execution, Market
Making and Hedging and Investment Solutions segments, where we act on a matched principal
basis or as a market maker in commodities, securities and other financial instruments. These
revenue sources depend substantially on client trading volumes, and commodity and other financial
asset pricing levels, which are affected by a wide range of factors, many of which are beyond our
control. These factors include volatility and pricing levels in commodities, currency, securities and
inflation rates and general economic conditions and developments.
High volatility and rising commodity or financial instrument prices generally increase trading
activity, whereas low volatility and declining pricing levels generally reduce trading activity and our
revenue. Reductions in economic activity and growth levels, particularly in emerging markets, also
reduce trading activity.
Geopolitical developments, including, but not limited to, the imposition of sanctions, tariffs
or embargoes against a specific country or parties, civil unrest, terrorist activity, domestic military
intervention or revolution and international armed conflicts, impact the production, availability and
cost of certain commodities and other financial assets from time to time and can cause substantial
volatility in related asset prices. For example, in recent years, the energy, grain, metals and
securities markets have experienced significant volatility due to international armed conflicts and
geographic tensions in various regions. Energy markets in particular have been affected by the
extensive sanctions imposed by the United States, the European Union, the United Kingdom and
others on certain countries and their government officials, private individuals and companies. Such
conflicts and sanctions have disrupted traditional supply chains, with producing regions accounting
for significant portions of global exports. Following the introduction of sanctions and trade
restrictions, the price of oil, gas and coal have experienced substantial increases. Given that certain
conflict regions are large producers of grain for global markets, the disruption of trade flows has
also significantly impacted activity in the agricultural markets. International armed conflicts and
geopolitical tensions have also disrupted financial markets. Such significant increases in volatility
have resulted in increased client activity and higher revenue in our business segments.
A reduction in the production or availability, or increase in the cost, of relevant commodities
and other financial assets (or a market perception that changes with respect to these factors has or
may become likely) generally results in increased volatility. In the short term, higher volatility
generally leads to an increase in commodities and other financial assets trading volumes and
revenues for our business. However, if geopolitical developments impact production or the
availability of a relevant commodity for an extended period, trading volumes may be reduced.
Lower volumes of associated economic activity could also adversely impact our financial
performance. The impact of any significant increase in volatility or disruption in commodity and
other financial markets is seen most notably in our Market Making business.
There are generally fewer providers of liquidity during periods of volatility, which leads to
wider bid-offer spreads and increased hedging activity. These conditions present us with an
opportunity to increase our trading volumes and revenue in our Market Making business. In
Clearing, increased client trading volumes generally translate to higher commission revenue.
However, sustained periods of market stress or sharp market dislocation may adversely affect our
businesses, particularly Clearing, by increasing intraday liquidity demands, margin requirements
and default risk.
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Interest Income
As part of our Clearing and Hedging and Investment Solutions businesses, we maintain
large cash and financial instrument (including Treasury Bills) balances on behalf of clients with
exchanges, Clearing Houses, brokers and banks. We also maintain our own cash balances. We
earn interest on these balances and do not pay interest on all client balances. Accordingly, we are
generally able to retain a significant portion of the interest we earn on such balances. Because of
the size of our cash and holdings of investable securities, movements in interest rates can have a
significant impact on the results of our operations and our financial condition. Our net interest
income is also influenced by the interest we pay on debt securities and other financing
arrangements.
Interest rates may change for a variety of reasons, including external factors outside of our
control, such as government macroeconomic policies and responses to levels of inflation. If interest
rates fall in future periods, our NII will likely decrease. Although we share interest income with
certain clients, we generally retain a significant portion of the interest we earn. As a result, lower
interest rates would negatively impact our NII.
Expansion and Consolidation through Acquisitions and Investments in New Capabilities
We have expanded our business substantially through acquisitions and investments in new
capabilities. As a result, we have extended both our product coverage and geographic footprint and
substantially increased the scale and scope of our business.
Recent acquisitions, including businesses such as Hamilton Court Group, Aarna Capital
Limited, Agrinvest Commodities and Winterflood Securities, have strengthened our presence in the
Americas, Middle East, Europe and APAC. Acquisitions have also supported the scaling of Prime
Services and the broadening of our platform beyond traditional exchange volume-linked activity.
Acquisitions and investments in new capabilities may continue to extend our product breadth and
client reach but we may also face operational challenges in integration which could adversely affect
our financial results.
Industry Competition and Employee Compensation
The success of our business depends upon our ability to offer competitive products and
services, which is underpinned by having a strong employee base, including front-office staff, who
help to provide our competitive products and services to our growing client base.
Climate Change
We provide liquidity to and match counterparties across key energy markets, including
crude oil, residual fuel oil, middle distillates, naphtha and gasoline, as part of our Agency and
Execution and Market Making businesses. Changes in laws, regulations, policies, social attitudes,
client preferences, market dynamics and technological developments and innovations relating to
climate change and the transition to a lower carbon economy have decreased the demand, and
therefore the size, of the markets for certain energy products where we have historically had
significant market shares (such as fuel oil). However, such changes have also created opportunities
for us to expand into and capture market share in new energy products (such as renewables). The
development and creation of new energy products are less predictable (such as wind power), which
may lead to increased levels of volatility.
We have a significant presence in the global agricultural markets, with established teams in
London, New York and Chicago that broker and trade agricultural products, including coffee, cotton,
cocoa, dairy, forestry, grains and oil seeds, livestock and sugar. As a result, the physical impacts of
climate change and climate change-driven severe weather events have had, and are expected to
continue to have, a direct impact on trading volumes in certain products. For example, activity
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levels in the cocoa, coffee, sugar and grain commodity markets have been impacted by severe
weather exacerbated by climate change.
Exchange Rates
We report our financial results in U.S. dollars. However, a significant proportion of our costs
are incurred, and a proportion of our trading activity is conducted, in currencies other than the U.S.
dollar. The results of our operations and our financial condition may therefore be significantly
affected by movements in the exchange rates between the U.S. dollar and other currencies,
particularly GBP and Euro.
As we have extensive operations in the United Kingdom, including significant back-office
and other support staff and lease obligations for office space, any appreciation in GBP against the
U.S. dollar would increase our reported expense levels. As our levels of commissions earned are
tied to the volume and pricing levels of commodities traded, any appreciation in the Euro against
the U.S. dollar would lead to an increase in the level of our reported commissions from trading
activity in commodities priced in Euro.
To minimize our exposure to exchange rate volatility, we use foreign exchange forward
contracts to hedge our material future dated GBP commitments. These foreign exchange forward
contracts are designated as cash flow hedges and have terms that do not exceed 24 months.
Regulation
We operate in highly regulated jurisdictions and industries. Applicable regulations influence
the type of products we may offer clients, and, therefore, these regulations have a significant effect
on our revenue and profitability. Our business is subject to direct and indirect regulation by a variety
of regulators in multiple jurisdictions, including the FCA in the United Kingdom, the CFTC, NFA,
SEC and FINRA in the United States and the AMF and the ACPR in France. See Item 4B.
“Business Overview—Regulation.” We are required to meet capital adequacy tests in certain
jurisdictions to ensure that we have sufficient capital to mitigate risks from market movements and
client and counterparty default.
In recent years, regulators have developed new regulations and other reforms designed to
strengthen the financial system and improve the operation of global financial markets. These
regulations have impacted the way we conduct our business. For example, under the IFPR, a
prudential regime for U.K.-authorized investment firms, we are subject to consolidated prudential
supervision by the FCA.
To ensure regulatory compliance, we have invested, and expect to continue to invest, in our
compliance and legal functions. We are also subject to routine and ad hoc internal and external
regulatory inquiries and investigations. Additional regulation, inquiries or changes in rules
promulgated by the authorities and regulators that oversee our business may also increase our
compliance costs.
Applicable regulations also influence the behavior of our clients. In recent years, regulators
have generally tightened the capital, leverage and liquidity requirements of commercial and
investment banks and taken steps to limit or separate their activities to reduce systemic and
contagion risk. The volumes of transactions our clients conduct with commercial and investment
banks may be affected by their reactions to any such regulatory changes. Regulatory developments
relating to certain asset classes also continue to evolve across various jurisdictions, which can
impact our ability to offer certain services. In particular, the regulatory approach to digital assets is
an area that is under constant review by financial services regulators. Applicable regulations may
affect our ability to offer certain digital asset products and services, the pace at which we expand
those activities and the costs of doing so.
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Components of Results of Operations
The following describes certain line items in our consolidated income statement.
Revenue
Our revenue consists of:
Net Commission Income
Sales and brokerage commissions are generated by internal brokers and introducing
broker dealers when the customers trade exchange traded derivatives, over- the-counter (“OTC”)
traded derivatives, fixed income securities and equity securities.
We are responsible for executing and clearing the customers’ purchases and sales. As
such, we act as principal, and our commission and fee income is recognized on a gross basis.
Commissions on exchange traded derivatives and OTC traded derivatives are recognized
at a point in time on the trade date when a client order is cleared or executed (i.e. when the
performance obligation is satisfied). Commissions on traded securities are sale-based commissions
that are recognized at a point in time on the trade date. Sales based commissions are typically a
fixed fee per security transaction and in certain instances, are based on a percentage of the
transaction value.
Commission charged to customers on clearing transactions recoup clearing fees and other
fee expenses incurred. Clearing fees earned represent the recharge of transaction-based fees
charged by the various exchanges and clearing organizations at which we or one of our clearing
brokers are a member for the purpose of executing and/or clearing trades through them. Clearing
fees incurred are generally passed through to clients’ accounts and are reported gross as we
maintain control over the clearing and execution services provided, maintain relationships with the
exchanges or clearing brokers and have ultimate discretion in whether the fees are passed through
to the clients and the rates at which they are passed through. As clearing fees charged are
transactional based, they are recognized at a point in time on the trade date along with the related
commission income when the client order is cleared or executed.
In connection with the execution and clearing of trades, we are required to pay fees to the
executing brokers, exchanges, clearing organizations and banks. These fees are based on
transaction volumes and recognized as commission and fee expense on the trade date. We also
pay commissions to third-party introducing brokers (individuals or organizations) that maintain
relationships with clients and introduce them to us. Introducing brokers accept orders from clients
while we provide the accounts, transaction, margining and reporting services, including money and
securities from clients. Introducing broker commissions are determined monthly and presented in
commission and fee expense in the income statement and settled quarterly. Commission and fee
expenses are generally passed through to clients’ accounts. No other costs related to the
generation of commission income are included within commission and fee expense.
Net Trading Income
Net trading income includes realized and unrealized gains and losses derived from
transactions in OTC derivatives, exchange traded derivatives, equity instruments, stock borrowing
and stock lending, repurchase and reverse repurchase agreements, fixed income securities and
foreign exchange. These transactions are the result of trading activity, being managed at fair value.
As such the resulting net trading income includes the gains and losses on transactions executed
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with clients and other counterparties, and where we enter into these transactions on its own
account.
Net trading income also includes fair value movements on the following financial liabilities
designated at fair value through profit or loss:
•Structured notes, are hybrid debt securities issued. Fair value movements, excluding those
related to own credit risk and interest expense, are recorded in net trading income;
•Repurchase agreements and stock loans, held as part of our trading book, are managed at
fair value. The fair value movements, including the realised gain or loss on settlement, and
the interest derived from the activity is recorded within net trading income.
In certain transactions, the transaction price of the financial instrument differs from the fair
value calculated using valuation models. This difference is called day 1 profit or loss and is
recognized immediately in the income statement in net trading income only when:
•the fair value determined using valuation models, is based only on observable inputs or
•the fair value determined using valuation models is based on both observable and
unobservable inputs, but the impact of the unobservable inputs in the fair value is
insignificant.
In all other cases, the financial instrument is initially recognized at the transaction price, and
the recognition of day 1 profit or loss is deferred and amortized through the term of the deal or to
the date when unobservable inputs /become observable (if sooner) unless specific factors relevant
to the trade require a specific recognition pattern.
Net Interest Income
Interest income includes the interest earned on the cash and financial instruments balances
held on behalf of our clients as well as on our own cash balances and the interest earned from
investments in reverse repurchase agreements and U.S. Treasuries which are undertaken on our
behalf instead of the facilitation of our market making and opportunistic trading activities. Interest
income is calculated using the effective interest rate method. The effective interest rate is the rate
that exactly discounts the estimated future cash payments or receipts over the expected life of the
financial instrument to the gross carrying amount of the financial asset (before adjusting for
expected credit losses) or the amortized cost of the financial liability.
Interest expense includes interest paid to our clients on their balances and interest paid on
debt securities issued and other drawn borrowings. Interest expense is calculated using the
effective interest method. The interest expense component of our structured notes, designated at
fair value through profit or loss, is also presented in interest expense. This approach aligns with the
way that we manage the issued debt securities, as we consider the structured notes to be a source
of liquidity and funding and therefore the interest flows are crucial to understanding our interest rate
sensitivity.
Net Physical Commodities Income
We enter into contracts to purchase physical commodities for the purpose of selling in the
near future (90 days on average) to generate a profit from the fluctuations in prices. In accordance
with IFRS 9, these contracts are recognized and measured at fair value, with the resulting fair value
gains and losses included in net physical commodities income. Contracts to purchase and sell
physical commodities are provisionally priced at the date that an initial invoice is issued.
Provisionally priced contracts are contracts where the price of the contract is subject to adjustments
resulting from these contracts being priced against a future quoted price after settlement of the
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underlying commodity. Provisionally priced payables and receivables are measured initially and
subsequently at their fair value through profit or loss until settlement and are presented within trade
payables in the trade and other payables and trade debtors in the trade and other receivables line
item in the statement of financial position.
Expenses
Compensation and benefits
Compensation and benefits are mainly comprised of wages and salaries including related employer
national insurance contributions and similar taxes, share-based compensation expense (refer to
Note 33 to our consolidated financial statements included elsewhere in this Annual Report for
further detail), as well as short-term employee benefits and retirement benefits. For short-term
employee benefits, a liability is recognized for the amount expected to be paid if we have a present
legal or constructive obligation to pay this amount as a result of past service provided by the
employee, and the obligation can be estimated reliably. For retirement benefits, we operate defined
contribution schemes. Payments to such defined contribution retirement benefit schemes are
recognized as an expense when employees have rendered services entitling them to contributions.
We expect to incur compensation and benefits costs with respect to new awards granted to our
employees.
Depreciation and Amortization
Depreciation of property, plant and equipment begins when such assets are available for
use (i.e., when they are in the location and condition necessary to be capable of operating in the
manner intended by management). Depreciation is calculated on a straight-line basis over an
asset’s estimated useful life.
Amortization of intangible assets relates to customer relationships, brands and software
which all have a finite useful life. These intangible assets are amortized on a straight-line basis over
the period we expect to benefit from using them. Software includes both hosted and internally
developed software solutions.
Other Expenses
Other expenses mainly relate to expenses for professional fees, non-trading technology
and support, trading systems and market data, occupancy and equipment rental, travel and
business development, communications and bank fees.
Impairment of Goodwill
Goodwill has an indefinite useful economic life and is measured at cost less any
accumulated impairment losses. It is tested for impairment annually and whenever there is an
indicator of impairment. Where the carrying value exceeds the higher of the value in use or fair
value less cost to sell, an impairment loss is recognized in the income statement.
Provision for credit losses
We recognize a loss allowance for expected credit losses (“ECLs”) on investments in debt
instruments that are measured at amortized cost or at fair value through other comprehensive
income. No impairment loss is recognized for investments in equity instruments. The amount of
ECLs is updated at each reporting date to reflect changes in credit risk since initial recognition of
the respective financial instrument. We always recognize lifetime ECLs for trade receivables. ECLs
are a probability-weighted estimate of credit losses based on both quantitative and qualitative
information and analysis, based on our historical experience and informed credit assessment and
forward-looking expectation.
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Bargain Purchase Gain on Acquisitions
A bargain purchase results when a business is acquired for less than the fair market value
of its net assets, such as if the acquisition date amounts of the identifiable assets, liabilities and
contingent liabilities acquired exceed the sum of the fair value of consideration transferred. A
bargain gain is recognized in the income statement.
Other Income
Other income relates mainly to a research and development tax expenditure credit and the
fair value movements of an investment in a clearing exchange. The investment in the clearing
exchange is measured at fair value through profit or loss since it is not held as a strategic
investment.
Share of Results in Associates and Joint Ventures
Our investment in our associates is accounted for using the equity method. Under the
equity method, the investment in an associate or a joint venture is initially recognized at cost. The
carrying amount of the investment is adjusted to recognize changes in our share of net assets of
the associate or joint venture since the acquisition date. The income statement reflects our share of
the results of operations of the associate.
Tax
Tax expense represents the sum of the tax currently payable and deferred tax. A mix of
geographical revenue and costs in any given period drives our effective tax rate. As our business
decisions are not driven by a targeted tax rate, but rather by operating activities, this will introduce
variability in our effective tax rate year over year, which impacts our net results.
A.Operating Results
For the years ended December 31, 2025 and 2024
The following table sets forth the results of operations for the years ended December 31,
2025 and 2024.
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Year Ended December 31, | ||
2025 | 2024 | |
(m) | ||
$ | $ | |
Consolidated income statement | ||
Commission and fee income ............................................................................................... | 1,823.0 | 1,618.1 |
Commission and fee expense ............................................................................................. | (845.5) | (762.0) |
Net commission income ................................................................................................... | 977.5 | 856.1 |
Net trading income ............................................................................................................. | 851.9 | 492.4 |
Interest income ...................................................................................................................... | 912.8 | 765.2 |
Interest expense .................................................................................................................... | (760.2) | (538.1) |
Net interest income ............................................................................................................ | 152.6 | 227.1 |
Net physical commodities income ................................................................................. | 42.1 | 19.1 |
Revenue ............................................................................................................................ | 2,024.1 | 1,594.7 |
Expenses | ||
Compensation and benefits ............................................................................................ | (1,234.2) | (971.1) |
Depreciation and amortisation ....................................................................................... | (36.1) | (29.5) |
Other expenses ................................................................................................................ | (353.9) | (306.3) |
Net recovery of credit losses .......................................................................................... | 0.7 | 1.7 |
Bargain purchase gain on acquisitions .............................................................................. | 3.6 | — |
Other income ......................................................................................................................... | 7.4 | 6.3 |
Profit before tax from continuing operations .............................................................. | 411.6 | 295.8 |
Tax ...................................................................................................................................... | (103.7) | (77.8) |
Profit after tax from continuing operations ................................................................. | 307.9 | 218.0 |
Loss after tax from discontinued operations .............................................................. | (0.2) | — |
Profit after tax ...................................................................................................................... | 307.7 | 218.0 |
Revenue
Revenue increased by $429.4m to $2,024.1m (2024: $1,594.7m), with growth across all
operating segments and contributions from acquisitions completed during the year.
Net Commission Income
Net commission income increased by $121.4m to $977.5m (2024: $856.1m), driven mainly
by Agency and Execution, which rose $103.8m to $700.9m (2024: $597.1m). In Agency and
Execution, growth was led by Securities, with increases across Credit, Prime, FX, Rates and
Equities. The biggest growth area was Equities driven by growth across our equity derivatives and
cash equities desks. This growth was supported by new product launches and entry into new
markets which drove higher client engagement. Energy commission revenue also increased,
underpinned by strong market conditions in the first half of 2025. Commission income growth was
supported by Clearing, which increased $12.4m to $275.4m (2024: $263.0m) reflecting increased
client activity and volumes, with contracts cleared increasing 15% to 1,280m (2024: 1,116m),
supported by strong client retention, onboarding of new larger institutional clients and continued
expansion across regions. The remaining growth was driven by an increase in Market Making of
$5.2m to $1.2m (2024: loss of $4.0m).
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Net Trading Income
Net trading income, rose by $359.5m to $851.9m (2024: $492.4m). Growth was led by
Agency and Execution, which increased by $271.7m to $333.0m (2024: $61.3m) reflecting growth
in Securities, in particular the strategic expansion of Prime Services, as well as FX as we grew our
offering following the integration of Hamilton Court. This was supported by growth in Solutions,
which increased by $62.5m to $272.8m (2024: $210.3m) reflecting higher client activity across both
Financial Products and Hedging Solutions. The remaining growth was driven by an increase in
Clearing of $20.0m to $25.2m (2024: $5.2m) and Market Making of $5.3m to $220.9m (2024:
$215.6m).
Net Interest Income
Net interest income decreased by $74.5m to $152.6m (2024: $227.1m), driven by a nearly
100 bps reduction in average Fed Funds rates alongside higher funding costs. Higher funding costs
reflected senior debt issuances in November 2024 ($600m) and May 2025 ($500m), alongside
ongoing structured note issuance. These were partially offset by growth in average balances to
$18.3bn (2024: $13.5bn).
Net Physical Commodities Income
Net physical commodities income increased by $23.0m to $42.1m (2024: $19.1m),
primarily reflecting higher sales volumes of physical recycled metal driven by increased demand
from clients, and supported by growth in revenue generated from physical crude and
petrochemicals. Hedging activity undertaken to mitigate the related market risk partially offsets a
portion of these gains and is included as a reduction within trading income.
Expenses
Compensation and benefits
Compensation and benefits increased $263.1m to $1,234.2m (2024: $971.1m), reflecting
higher performance-related compensation associated with stronger profitability and higher average
FTEs. Average Group FTEs increased 452 to 2,786 (2024: 2,334), reflecting the integration of
acquisitions and our continued investment in technology, risk, finance and compliance capabilities.
Depreciation and amortization
Depreciation and amortization increased $6.6m to $36.1m (2024: $29.5m), primarily
reflecting the depreciation and amortization of assets acquired during the year, including right-of-
use assets and property, plant and equipment, as well as continued investment in technology and
infrastructure to support growth.
Other expenses
Other expenses increased $47.6m to $353.9m (2024: $306.3m). The increase was driven
by the impact of acquisitions and continued investment in our technology infrastructure to
accelerate business growth, alongside higher professional fees.
Tax
Tax expense increased by $25.9m to $103.7m (2024: $77.8m), broadly in line with the
increase in profitability, with profit before tax rising to $411.6m (2024: $295.8m). As a result, the
effective tax rate was 25% (2024: 26%).
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Segment Revenue and Adjusted Profit Before Tax¹
Our Revenue and Adjusted Profit Before Tax¹ by operating segment is summarized below.
Years Ended December 31, 2025 and 2024
Years Ended December 31, | ||
2025 | 2024 | |
(m) | ||
Revenue | $ | $ |
Clearing ........................................................................................................................... | 528.2 | 466.3 |
Agency and Execution .................................................................................................. | 1,049.2 | 695.2 |
Market Making ................................................................................................................ | 235.5 | 207.8 |
Hedging and Investment Solutions ............................................................................. | 196.8 | 161.5 |
Corporate ........................................................................................................................ | 14.4 | 63.9 |
Total Revenue ...................................................................................................................... | 2,024.1 | 1,594.7 |
Adjusted Profit Before Tax¹ .............................................................................................. | ||
Clearing ........................................................................................................................... | 261.5 | 247.3 |
Agency and Execution .................................................................................................. | 280.9 | 107.9 |
Market Making ................................................................................................................ | 68.9 | 65.6 |
Hedging and Investment Solutions ............................................................................. | 43.5 | 42.0 |
Corporate ........................................................................................................................ | (236.7) | (141.7) |
Total Adjusted Profit Before Tax¹ ................................................................................... | 418.1 | 321.1 |
1. These are non-IFRS financial measures. See Section: ”Non-IFRS Measures and Key Performance Indicators” for
additional information and for a reconciliation of each such IFRS measure to its most directly comparable IFRS
measure.
Clearing
Clearing revenue increased by $61.9m to $528.2m (2024: $466.3m), supported by
increases across all revenue line items: commission income, net interest income and net trading
income. Clearing net interest income increased by $29.5m to $227.6m (2024: $198.1m) as average
clearing client balances increased from $11.0bn in 2024 to $13.0bn in 2025, more than offsetting
interest rate cuts during the year. Balance growth was broadly split between new client acquisitions
and increased balances from existing clients. Clearing net commission income increased $12.4m to
$275.4m (2024: $263.0m), reflecting increased client activity and volumes as contracts cleared
increased to 1,280m (2024: 1,116m). The remaining growth was driven by an increase in Clearing
net trading income of $20.0m to $25.2m (2024: $5.2m).
Clearing Adjusted Profit Before Tax¹ increased by $14.2m to $261.5m (2024: $247.3m)
driven by revenue growth in all financial statement line items and higher clearing client balances.
Clearing Adjusted Profit Before Tax Margin¹ decreased by 350 bps to 49.5% (2024: 53.0%),
reflecting a change in revenue mix and continued investment in technology, market access and
regional expansion to support future growth.
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Agency and Execution
Agency and Execution revenue increased $354.0m to $1,049.2m (2024: $695.2m),
reflecting strong growth in Securities and Energy.
Securities revenue increased $303.1m to $710.3m (2024: $407.2m), driven by Prime,
which contributed $174.6m growth, as well as growth across FX (+$51.8m) , Equities (+$47.0m),
Rates (+$20.5m), Credit (+$9.9m) and other securities (-$0.7m).
Energy revenue increased $45.0m to $331.3m (2024: $286.3m), reflecting broad based
growth across the platform, underpinned by strong market conditions in H1 2025 that drove record
volumes, before activity moderated in the second half of the year.
Other Agency and Execution revenue increased by $5.9m to $7.6m (2024: $1.7m).
Agency and Execution Adjusted Profit Before Tax¹ increased $173.0m to $280.9m (2024:
$107.9m) and the Agency and Execution Adjusted Profit Before Tax Margin¹ increased by 1,130 bps
to 26.8% (2024: 15.5%), reflecting growth in higher-margin activities, particularly Prime and
Securities financing, alongside productivity gains.
Market Making
Market Making revenue increased $27.7m to $235.5m in 2025 (2024: $207.8m), driven by
strong growth in Metals, Securities and Energy, which more than offset softer conditions in
Agriculture highlighting the resilience of our multi-asset approach in Market Making amid a mixed
market backdrop in 2025, driven by rising tariffs and heightened uncertainty.
Market Making Adjusted Profit Before Tax¹ increased by $3.3m to $68.9m (2024: $65.6m)
reflecting the growth in revenue. The Market Making Adjusted Profit Before Tax Margin¹ decreased
by 230 bps to 29.3% (2024: 31.6%).
Hedging and Investment Solutions
Solutions revenue increased $35.3m to $196.8m (2024: $161.5m), reflecting higher client
activity across both Financial Products and Hedging Solutions. Financial Products revenue
increased $25.2m to $117.5m (2024: $92.3m), driven by strong performance in structured products
(equities, fixed income and digital assets), while Hedging Solutions revenue increased $10.1m to
$79.3m (2024: $69.2m), reflecting growth in client volumes and expansion of the hedging client
base.
Hedging and Investment Solutions Adjusted Profit Before Tax¹ increased $1.5m to $43.5m
(2024: $42.0m), while the corresponding Adjusted Profit Before Tax Margin¹ decreased by 390 bps
to 22.1% (2024: 26.0%), primarily reflecting the impact of higher technology platform costs and
continued investment in people to support long term growth, scalability and product diversification.
1.These are non-IFRS financial measures. See Section: ”Non-IFRS Measures and Key Performance Indicators” for
additional information and for a reconciliation of each such IFRS measure to its most directly comparable IFRS measure.
Corporate
Corporate manages the control and support functions of the Group and provides
operational support to the business functions. In addition, Corporate manages the Group’s funding
requirements. Interest expense is incurred through the issuance of senior debt and structured notes
which is recharged to other segments through inter-segmental funding allocations to reflect their
consumption of these resources. Revenue in 2025 reduced to $14.4m (2024: $63.9m) as the Group
maintained surplus levels of liquidity during the year.
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Our Corporate Adjusted Profit Before Tax1 was a loss of $236.7m for 2025 (2024: loss of
$141.7m). Reflecting an increase in discretionary pay linked to the performance of the Group, the
recently completed acquisitions and continued investment across our finance, risk, technology and
compliance functions as we invest in our people and systems to support the Group's future growth.
1.These are non-IFRS financial measures. See Section: ”Non-IFRS Measures and Key Performance Indicators” for
additional information and for a reconciliation of each such IFRS measure to its most directly comparable IFRS measure.
Non-IFRS Measures and Key Performance Indicators
In addition to our results determined in accordance with IFRS Accounting Standards
(IFRS), we believe the following non-IFRS measures provide useful information both to
management and investors in measuring our financial performance for the reasons outlined below.
These measures may not be comparable to similarly titled measures presented by other
companies, and they should not be construed as an alternative to other financial measures
determined in accordance with IFRS.
Adjusted Profit Before Tax
We define Adjusted Profit Before Tax as profit after tax adjusted for (i) tax, (ii) goodwill
impairment charges, (iii) acquisition costs, (iv) bargain purchase gains, (v) owner fees, (vi)
amortization of acquired brands and customer lists, (vii) activities in relation to shareholders, (viii)
employer tax on the vesting of Growth Shares, (ix) IPO preparation costs, (x) fair value of the cash
settlement option on the Growth Shares and (xi) public offering of ordinary shares. Items (i) to (xi)
are referred to as “Adjusting Items.” Adjusting Items are excluded because they are not reflective of
our ongoing underlying trading performance. They typically relate to acquisition accounting,
shareholder-related activities and other non-recurring items, which can vary significantly between
periods and are not considered part of the Group’s core operations.
Adjusted Profit Before Tax is an important measure used by our management to evaluate
and understand our underlying operations and business trends, forecast future results and
determine future capital investment allocations. Adjusted Profit Before Tax is the measure used by
our executive board to assess the financial performance of our business in relation to our trading
performance and hence it is our segments performance measure presented under IFRS Accounting
Standards. Adjusted Profit Before Tax is also presented on a consolidated basis because our
management believes it is important to consider our profitability on a basis consistent with that of
our operating segments. When presented on a consolidated basis, Adjusted Profit Before Tax is a
non-IFRS measure. The most directly comparable IFRS measure is profit after tax.
We believe Adjusted Profit Before Tax is a useful measure as it allows management to
monitor our ongoing core operations and provides useful information to investors and analysts
regarding the net results of the business. The core operations represent the primary trading
operations of the business.
Adjusted Profit Before Tax Margin
We define Adjusted Profit Before Tax Margin as Adjusted Profit Before Tax (as defined
above) divided by revenue. We believe that Adjusted Profit Before Tax Margin is a useful measure
as it allows management to assess the profitability of our business in relation to revenue.
IFRS accounting standards do not define profit margin. Therefore the most directly
comparable IFRS measure for profit margin is Profit After Tax divided by revenue.
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Adjusted Profit After Tax Attributable to Common Equity
We define Adjusted Profit After Tax Attributable to Common Equity as profit after tax
adjusted for the items outlined in the Adjusted Profit Before Tax paragraph above. Additionally,
Adjusted Profit After Tax Attributable to Common Equity is also adjusted for (i) tax and the tax effect
of the Adjusting Items to calculate Adjusted Profit Before Tax, the tax effect of the other Adjusting
Items was calculated at the Group’s effective tax rate for the respective period (2025: 25%; 2024:
26%; 2023: 28% and (ii) profit attributable to AT1 note holders, net of tax, which is the coupons on
the AT1 issuance and accounted for as dividends adjusted for the tax benefit of the coupons and
(iii) profit attributable to non-controlling interest. Common equity is a non-IFRS measure and we
define Common Equity as being the equity belonging to the holders of the Group’s share capital.
We believe Adjusted Profit After Tax Attributable to Common Equity is a useful measure as it allows
management to assess the profitability of the equity belonging to the holders of the Group’s share
capital. The most directly comparable IFRS measure is profit after tax. The most directly
comparable IFRS measure to Common equity is total equity.
Adjusted Return on Equity
We define the Adjusted Return on Equity as the Adjusted Profit After Tax Attributable to
Common Equity (as defined above) divided by the average Common Equity for the period.
Common Equity is defined as being the equity belonging to the holders of the Group’s
share capital. Average Common Equity is calculated as the average of Common Equity as at
December 31, of the prior period, March 31, June 30, September 30, and December 31, of the
current period.
We believe Adjusted Return on Equity is a useful measure as it allows management to
assess the return on the equity belonging to the holders of the Group’s share capital.
The most directly comparable IFRS Accounting Standards measure for Adjusted Return on
Equity is Return on Equity, which is calculated as profit after tax for the period divided by average
equity. Average equity is calculated as the average of total equity as at December 31, of the prior
year, March 31, June 30, September 30, and December 31, of the current year.
Adjusted Basic Earnings per Share and Adjusted Diluted Earnings per Share
Adjusted Basic Earnings per Share is defined as the Adjusted Profit After Tax Attributable to
Common Equity for the period divided by the weighted average number of ordinary shares for the
period. We believe Adjusted Basic Earnings per Share is a useful measure as it allows
management to assess the profitability of our business per share. The most directly comparable
IFRS Accounting Standards metric is Basic Earnings per Share. This metric has been designed to
highlight the Adjusted Profit After Tax Attributable to Common Equity over the available share
capital of the Group.
Adjusted Diluted Earnings per Share is defined as the Adjusted Profit After Tax Attributable
to Common Equity for the period divided by the diluted weighted average shares for the period. We
believe Adjusted Diluted Earnings per Share is a useful measure as it allows management to
assess the profitability of our business per share on a diluted basis. Dilution is calculated in the
same way as it has been for Diluted Earnings per Share. The most directly comparable IFRS
Accounting Standards metric is Diluted Earnings per Share.
Adjusted Sharpe ratio
We define the Adjusted Sharpe ratio as the ratio calculated as the average of monthly
Adjusted Profit Before Tax (as defined above) divided by the standard deviation of monthly Adjusted
Profit Before Tax. The Adjusted Sharpe ratio is used by management to measure our underlying
93
earnings stability and assess the scale of the increase in our Adjusted Profit Before Tax. The most
directly comparable IFRS ratio is the Sharpe ratio, which is calculated as the average monthly profit
after tax divided by the standard deviation of monthly profit after tax.
Year Ended December 31, | |||
2025 | 2024 | 2023 | |
($m, except percentage, earnings per share and ratio) | |||
Non-IFRS Measures | |||
Adjusted Profit Before Tax .............................................................. | 418.1 | 321.1 | 230.0 |
Adjusted Profit Before Tax Margin ................................................ | 20.7% | 20.1% | 18.5% |
Adjusted Profit After Tax Attributable to Common Equity .......... | 303.9 | 231.0 | 162.6 |
Adjusted Return on Equity ............................................................. | 29.9% | 29.8% | 26.0% |
Adjusted Basic Earnings per Share ($)1 ...................................... | $4.26 | $3.34 | $2.46 |
Adjusted Diluted Earnings per Share ($)2 .................................... | $3.99 | $3.07 | $2.31 |
Adjusted Sharpe ratio ..................................................................... | 6.3 | 5.2 | 4.3 |
1.The weighted average numbers of shares used in the calculation for the years ended December 31, 2025, 2024 and 2023 were 71,352,867, 69,231,625 and
66,018,514 respectively.
2.The weighted average numbers of diluted shares used in the calculation for the years ended December 31, 2025, 2024 and 2023 were 76,126,884, 75,279,454
and 70,323,467 respectively.
We believe that these non-IFRS measures provide useful information to both management
and investors by excluding certain items that management believes are not indicative of our
ongoing operations. Our management uses these non-IFRS measures to evaluate our business
strategies and to facilitate operating performance comparisons from period to period. We believe
that these non-IFRS measures provide useful information to investors because they improve the
comparability of our financial results between periods and provide for greater transparency of key
measures used to evaluate our performance. In addition, we believe Adjusted Profit Before Tax,
Adjusted Profit Before Tax Margin, Adjusted Profit After Tax Attributable to Common Equity,
Adjusted Return on Equity, Adjusted Basic Earnings per Share, Adjusted Diluted Earnings per
Share and the Adjusted Sharpe ratio are measures commonly used by investors to evaluate
companies in the financial services industry. However, they are not presentations made in
accordance with IFRS, and the use of the terms Adjusted Profit Before Tax, Adjusted Profit Before
Tax Margin, Adjusted Profit after Tax Attributable to Common Equity, Adjusted Return on Equity,
Adjusted Basic Earnings per Share, Adjusted Diluted Earnings per Share and the Adjusted Sharpe
ratio may vary from others in our industry. Adjusted Profit Before Tax, Adjusted Profit Before Tax
Margin, Adjusted Profit after Tax Attributable to Common Equity, Adjusted Return on Equity,
Adjusted Basic Earnings per Share, Adjusted Diluted Earnings per Share and the Adjusted Sharpe
ratio (or similar measures) are frequently used by securities analysts, investors and other interested
parties in their evaluation of companies comparable to us, many of which present related
performance measures when reporting their results.
Adjusted Profit Before Tax, Adjusted Profit Before Tax Margin, Adjusted Profit after Tax
Attributable to Common Equity, Adjusted Return on Equity, Adjusted Basic Earnings per Share,
Adjusted Diluted Earnings per Share and the Adjusted Sharpe ratio (or similar measures) are used
by different companies for differing purposes and are often calculated in different ways that reflect
the circumstances of those companies. In addition, certain judgments and estimates are inherent in
our process to calculate such non-IFRS measures. You should exercise caution in comparing
Adjusted Profit Before Tax, Adjusted Profit Before Tax Margin, Adjusted Profit after Tax Attributable
to Common Equity, Adjusted Return on Equity, Adjusted Basic Earnings per Share, Adjusted Diluted
Earnings per Share and the Adjusted Sharpe ratio as reported by us to Adjusted Profit Before Tax,
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Adjusted Profit Before Tax Margin, Adjusted Profit after Tax Attributable to Common Equity, Adjusted
Return on Equity, Adjusted Basic Earnings per Share, Adjusted Diluted Earnings per Share and the
Adjusted Sharpe ratio as reported by other companies.
Adjusted Profit Before Tax, Adjusted Profit Before Tax Margin, Adjusted Profit after Tax
Attributable to Common Equity, Adjusted Return on Equity, Adjusted Basic Earnings per Share and
Adjusted Diluted Earnings per Share have limitations as analytical tools, and you should not
consider them in isolation or as substitutes for analysis of our results as reported under IFRS.
Some of these limitations are:
•they do not reflect costs incurred in relation to the acquisitions that we have undertaken;
•they do not reflect impairment of goodwill;
•they do not reflect certain non-recurring expenses, such as costs associated with the
Group’s IPO;
•other companies in our industry may calculate these measures differently than we do,
limiting their usefulness as comparative measures; and
•the adjustments made in calculating these non-IFRS measures are those that management
considers to be not representative of our core operations and, therefore, are subjective in
nature.
The Adjusted Sharpe ratio has limitations as an analytical tool and should not be
considered in isolation or as a substitute for analysis of our results or ratios measured or presented
under. Some of these limitations are:
•the Adjusted Sharpe ratio measures the resilience in actual earnings and therefore should
not be considered as a predictive or determinative tool;
•by definition, the standard deviation included in the calculation of the Adjusted Sharpe ratio
is sensitive to outliers, making the measure less relevant to larger, single items, such as
non-operating items; and
•the Adjusted Sharpe ratio could be impacted by the timing of ongoing step changes. The
timing of our recent large acquisitions has limited this impact and been supportive of higher
readings.
Accordingly, prospective investors should not place undue reliance on these non-IFRS
financial measures.
The following table reconciles: (1) Adjusted Profit Before Tax and Adjusted Profit after Tax
Attributable to Common Equity from the most directly comparable IFRS Accounting Standards
measure, which is profit after tax, (2) Adjusted Profit Before Tax Margin from the most directly
comparable IFRS Accounting Standards measure, which is profit margin (which is profit after tax
divided by revenue), (3) Adjusted Basic Earnings per Share from the most directly comparable
IFRS measure, which is basic earnings per share, (4) Adjusted Diluted Earnings per Share from the
most directly comparable IFRS measure, which is diluted earnings per share, and (5) Adjusted
Return on Equity from the most directly comparable IFRS Accounting Standards measure, which is
return on equity (which is calculated as profit after tax for the year divided by profit after tax), in
each case, for the periods presented below.
95
Years Ended December 31, | |||
2025 | 2024 | 2023 | |
($ millions, except percentage and per share data) | |||
Profit After Tax | 307.7 | 218.0 | 141.3 |
Loss After Tax from Discontinued Operations | 0.2 | — | — |
Profit After Tax from Continuing Operations | 307.9 | 218.0 | 141.3 |
Tax | 103.7 | 77.8 | 55.2 |
Goodwill impairment charge¹ | — | — | 10.7 |
Bargain purchase gains2 | (3.6) | — | (0.3) |
Amortisation of acquired brands and customer lists3 | 6.9 | 5.5 | 2.1 |
Activities relating to shareholders4 | — | 2.4 | 3.1 |
Employer tax on vesting of the growth shares5 | — | 2.2 | — |
Owner fees6 | 0.4 | 2.4 | 6.0 |
IPO preparation costs7 | — | 8.6 | 10.1 |
Fair value of the cash settlement option on the growth shares8 | — | 2.3 | — |
Public offering of ordinary shares9 | 1.3 | 1.9 | — |
Acquisition costs10 | 1.5 | — | 1.8 |
Adjusted Profit Before Tax | 418.1 | 321.1 | 230.0 |
Tax and the tax effect on the Adjusting Items11 | (100.4) | (76.8) | (54.1) |
Profit attributable to AT1 note holders12 | (13.3) | (13.3) | (13.3) |
Profit attributable to non-controlling interest13 | (0.5) | — | — |
Adjusted Profit after Tax Attributable to Common Equity | 303.9 | 231.0 | 162.6 |
Profit after Tax Margin from Continuing Operations (%) | 15.2% | 13.7% | 11% |
Adjusted Profit Before Tax Margin14 | 20.7% | 20.1% | 18% |
Basic Earnings per Share15 | $4.12 | $2.96 | $1.94 |
Diluted Earnings per Share16 | $3.86 | $2.72 | $1.82 |
Adjusted Basic Earnings per Share15 | $4.26 | $3.34 | $2.46 |
Adjusted Diluted Earnings per Share16 | $3.99 | $3.07 | $2.31 |
Common Equity17 | 1,017.9 | 775.6 | 629.2 |
Adjusted Return on Equity (%) | 29.9% | 29.8% | 26% |
1.Goodwill impairment charges, presented in impairment of goodwill in the financial statements, in 2023 this relates to the impairment recognized for goodwill
relating to the Volatility Performance Fund S.A. CGU ("VPF") largely due to declining projected revenue.
2.In 2025 a bargain purchase gain, presented in bargain purchase gain on acquisitions in the financial statements, was recognized from the acquisition of Darton
Group Limited.
3.This represents the amortization charge for the period of acquired brands and customers lists, this is presented in depreciation and amortization in the financial
statements.
4.Activities in relation to shareholders, presented in other expenses in the financial statements, primarily consist of dividend-like contributions made to participants
within certain of our share-based payments schemes.
5.Employer tax on vesting of the growth shares, presented in other expenses in the financial statements, represents the Group's tax charge arising from the vesting
of the growth shares.
6.Owner fees, presented in other expenses in the financial statements, relate to management services to parties associated with the former ultimate controlling party
based on a percentage of the Group’s profitability. Owner fees are excluded from other expenses as they do not form part of the operation of the business and
ceased to be incurred after the completion of our offering.
7.IPO preparation costs related to consulting, legal and audit fees, presented in the income statement within other expenses.
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8.Fair value of the cash settlement option on the growth shares, presented in other expenses in the financial statements, represents the fair value liability of the
growth shares at $2.3m. Subsequent to the initial public offering when the holders of the growth shares elected to settle the awards in ordinary shares, the liability
was derecognized.
9.Costs relating to the public offerings of ordinary shares by certain selling shareholders, presented in other expenses in the financial statements.
10.Acquisition costs, presented in other expenses in the financial statements, are costs such as legal fees incurred in relation to the business acquisitions of
Winterflood in 2025 and in prior years: ED&F Man Capital Markets business, the OTCex group and Cowen's Prime Services and Outsourced Trading business.
11.Adjusted Operating Tax represents the tax effect on the Group's non-operating adjusting items and the tax benefit of the coupons. The tax effect of the other
Adjusting Items was calculated at the Group’s effective tax rate for the respective period (2025: 25%; 2024: 26%; 2023: 28%).
12.Profit attributable to Additional Tier 1 (AT1) note holders includes the coupons on the AT1 which are accounted for as dividends.
13.Profit attributable to non-controlling interest relates to the Group's acquisition of Hamilton Court.
14.Adjusted Profit Before Tax Margin is calculated by dividing Adjusted Profit Before Tax (as defined above) by revenue for the period.
15.The weighted average numbers of shares used in the calculation for the years ended 31 December 2025, 2024 and 2023 were 71,352,867, 69,231,625 and
66,018,514 respectively. Weighted average number of shares have been restated as applicable for the Group's reverse share split.
16.The weighted average numbers of diluted shares used in the calculation for the years ended 31 December 2025, 2024 and 2023 were 76,126,884, 75,279,454
and 70,323,467 respectively. Weighted average number of shares have been restated as applicable for the Group's reverse share split.
17.Common Equity is calculated as the average balance of total equity minus additional Tier 1 capital. For the years ended 31 December 2024 and 2023, Common
Equity is calculated as the average balance of total equity minus additional Tier 1 capital, as at 31 December of the prior year, 31 March, 30 June, 30 September
and 31 December of the current year The period end Common Equity balances were: 31 December 2025 $1,166.2m; 31 December 2024 $879.3m; 31 December
2023 $678.3m.
18.Balances are not presented above due to the Group's share reorganization which occurred prior to the Group's IPO in 2024.
The Adjusted Sharpe ratio is computed as the average of monthly Adjusted Profit Before
Tax divided by the standard deviation of monthly Adjusted Profit Before Tax. The following table
reconciles the Adjusted Sharpe ratio from its most directly comparable IFRS ratio, the Sharpe ratio,
which is calculated as the average monthly profit after tax divided by the standard deviation of
monthly profit after tax, for the periods presented:
Year Ended December 31, | |||
2025 | 2024 | 2023 | |
(millions, except ratios) | |||
Average monthly Profit After Tax ................................................... | $25.6 | $18.2 | $11.8 |
Standard deviation on monthly profit after tax(a) ......................... | $3.9 | $3.9 | $5.9 |
Sharpe ratio .................................................................................... | 6.5 | 4.7 | 2.0 |
Average monthly Adjusted Profit Before Tax ............................... | $34.9 | $26.8 | $19.2 |
Standard deviation on monthly Adjusted Profit Before Tax(a) .... | $5.5 | $5.2 | $4.5 |
Adjusted Sharpe ratio .................................................................. | 6.3 | 5.2 | 4.3 |
(a) In each period, standard deviation is calculated as the square root of the variance of monthly profit after tax relative to
the mean. The variance is calculated as the sum of the squares of the difference between monthly profit after tax and
the mean profit after tax, divided by the number of months, and the calculation of the ratio is the same for the Sharpe
ratio (on a monthly profit after tax basis) and the Adjusted Sharpe ratio (on a monthly Adjusted Profit Before Tax basis).
A reconciliation of Adjusted Profit Before Tax to profit after tax is included above.
Key Performance Indicators
Throughout this Annual Report, we also provide a number of key performance indicators
used by our management and often used by competitors in our industry. We regularly monitor the
following operating metrics in order to measure our current performance and project our future
performance, which are defined as follows:
•“FTE” means the number of our full-time equivalents as of the end of a given period,
which includes permanent employees and contractors.
•“Average FTE” means the monthly average number of our full-time equivalents over the
period, including permanent employees and contractors.
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•"Revenue per front-office FTE” means front-office revenue for a given period divided by
the average front-office FTE for the same period.
•“Adjusted Profit After Tax Attributable to Common Equity per FTE” means Adjusted
Profit After Tax Attributable to Common Equity divided by the average FTE for the same
period.
•“Active clients” means clients that have generated more than $25,000 in revenue for us
in a given year. Previously, active clients were calculated as clients that have generated
more than $5,000 in revenue for us in a given year. We adjusted the definition
beginning in 2025 as it better reflects the Group’s increased scale and have revised the
figures presented for 2023 and 2024 to align with the new definition.
•“Average Balances” means the average of the daily holdings in exchanges, banks and
other investments over the period. Previously, average balances were calculated as the
average month end amount of segregated and non-segregated client balances that
generated interest income over a given period.
•“Contracts cleared” means the total number of contracts cleared in a given period.
•“Total Capital Ratio” means our total capital resources in a given period divided by the
capital requirement for such period under the IFPR.
Year Ended December 31, | |||
2025 | 2024 | 2023 | |
FTE .................................................................................................... | 3,282 | 2,425 | 2,167 |
Average FTE .................................................................................... | 2,786 | 2,334 | 1,914 |
Average front-office FTE ................................................................ | 1,405 | 1,250 | 1,028 |
Revenue per front-office FTE ($m) .............................................. | 1.4 | 1.3 | 1.2 |
Adjusted Profit After Tax Attributable to Common Equity per FTE ($’000) ...................................................................................... | 109 | 99 | 84 |
Active clients1 .................................................................................. | 3,465 | 2,910 | 2,605 |
Average balances ($bn) ................................................................. | 18.3 | 13.5 | 12.9 |
Contracts cleared (m) ..................................................................... | 1,280 | 1,116 | 856 |
Total Capital Ratio (%) .................................................................. | 230 | 234 | 229 |
1.Active clients were previously calculated as clients that have generated more than $5,000 in revenue for us in a given year. Pursuant to that calculation, we
previously reported 5,000 and 4,059 active clients for the years ended December 31, 2024 and 2023, respectively.
Seasonality
While we are not materially impacted by seasonality, traditionally financial markets around
the world generally experience lower volumes at the end of the year due to a slowdown in the
business activities around holiday seasons.
B.Liquidity and Capital Resources
Our primary sources of liquidity include cash from operations, proceeds from the Structured
Notes Program and the Public Offer Program, drawdowns under our Credit Facilities and the EMTN
Program, proceeds from the AT1 Securities and Tier 2 Notes and proceeds from the U.S. Senior
Notes offerings Senior Notes Program. We consider liquidity in terms of the sufficiency of these
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resources to fund our operating, investing and financing activities for a period of 12 months after the
financial statement issuance date.
We require, and will continue to require, significant cash resources to, among other things,
post margin with exchanges for client trades, invest into higher yielding permissible investments,
pay employee compensation and fund acquisitions while maintaining minimum regulatory liquidity
and capital requirement under UK IFPR regulation.
The capital requirement, known as the Own Funds Threshold Requirement (“OFTR”), is
determined based on the K-factor approach and reflects an assessment of market, credit and
operational risk for the company’s operations. The liquidity requirement, known as the Liquid Asset
Threshold Requirement (“LATR”), is determined based on a maximum cumulative outflow stress
testing approach that considers a combination of systemic and idiosyncratic factors.The liquidity
and capital headroom and ratios are monitored by executive management and the Board based on
approved limits and early warning indicators.
For the year ended December 31, 2025, we were subject to OFTR of $402.6m (2024: $308.8m),
and we had $927.1m (2024: $723.1m) in total regulatory capital available, which translates into a
regulatory capital ratio of 230% (2024: 234%). Our total capital ratio is calculated by taking our total
capital resources divided by the capital requirements under the IFPR during the relevant period.
Growth in our OFTR was due to the organic growth of Group’s activities and acquisitions in 2025.
Our liquidity headroom for the year ended December 31, 2025 was $1,045.8m (2024: $1,060.0m).
We also hold excess capital to support our credit ratings and metrics.
The risk-adjusted capital framework (“RACF”) is used to evaluate the capital adequacy of
financial institutions. The RACF is used to derive a risk-adjusted capital ratio (“RAC ratio”) by
comparing a company’s measure of capital, which is total adjusted capital including equity and
hybrids, to the risks undertaken by a company as measured by risk-weighted assets (“RWAs”)
including credit, market, operational and counterparty risk exposure. The RAC ratio reflects a
company’s relative level of capitalization in the context of the economic and industry risks it is
exposed to and measures the capital amount available for the company to absorb losses. To
determine a company’s RWAs, the risk exposure amount is multiplied by the associated risk weight.
The RACF is calibrated so that a RAC ratio of 8% means that a company should have sufficient
capital to withstand a substantial stress scenario in developed markets. As of December 31, 2025
we calculated our RAC ratio for S&P Global Ratings to be 10.7% (2024: 12.0%), and our leverage
ratio was 2.8 times (2024: 3.3 times).
On October 15, 2024 we filed a Form F-1 Registration Statement to offer, on a continuous
basis, up to $700.0m in aggregate principal amount, or the equivalent thereof in any other currency,
of Senior Notes due nine months or more from date of issue. On October 30, 2024 we completed
an offering of Senior Notes, with a fixed interest rate of 6.404% and maturity date in November
2029, under this Form F-1 Registration Statement and received net proceeds of $596.7m. In
addition, on May 1, 2025 we filed a Form F-3 Registration Statement to offer senior debt securities,
subordinated debt securities and contingent capital securities. On May 1, 2025 we completed an
offering of Senior Notes, with a fixed interest rate of 5.829% and maturity date in May 2028, under
this Form F-3 Registration Statement and received net proceeds of $498.3m. The Senior Notes
under both issuances are rated BBB- by both S&P and Fitch and contain features such as an
optional redemption clean-up call; offer to repurchase upon a change of control; and interest rate
adjustment based on ratings events. The Senior Notes do not have any financial covenants.
In January 2023, the company completed a public offering of senior unsecured Euro
Medium Term Notes (EMTNs) of aggregate principal $300.0m. The notes have a fixed interest rate
of 8.375%, mature in February 2028 and are rated BBB- by both S&P and Fitch. The EMTNs
contain features such as early redemption calls related to refinancing (clean-up call, par call); early
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redemption linked to tax law changes; and a negative pledge condition. The EMTNs do not have
any financial covenants.
The company has a committed unsecured Revolving Credit Facility (Marex Revolving
Credit Facility) of $150.0m with a maturity date of June 2026. The Marex RCF has non-financial
covenants consistent with typical covenants for this type of facility and the following financial
covenants:
•Total Leverage Ratio to be less than 3.00x
•Interest Coverage Ratio to be greater than or equal to 3.00x
•Tangible Net Worth to be greater than $250m
The company, through its subsidiary MCMI, has a committed unsecured Revolving Credit
Facility (MCMI Revolving Credit Facility) of $230.0m with a maturity date of April 2026. The MCMI
RCF has non-financial covenants consistent with typical covenants for this type of facility and the
following financial covenants:
•Minimum Total Regulatory Capital at all times of $450m
•Minimum Excess Net Capital at all times of $50m with the exception that on up to three
instances per quarter, for a maximum of 5 consecutive business days per occurrence,
Excess Net Capital is permitted to be below $50m but must remain above $40m at all times.
•Maximum Total Leverage Ratio (defined as indebtedness outstanding (exclusive of
subordinated facilities) divided by total regulatory capital) of 50%. Indebtedness excludes
securities financing facilities and intercompany facilities that are subordinated or covered by
an intercreditor agreement acceptable to the Administrative Agent.
•Minimum Net Capital at all times of $350m
•One Zero Loan Days per 30-day period
In addition to the above many of the Group’s material operating subsidiaries are subject to
regulatory restrictions and minimum capital requirements, please refer to Note 35 of the financial
statements included within this Annual Report for further detail.
Based on our forecasts, we believe that cash flows from our operations, available cash on
hand and available borrowing capacity under our Credit Facilities and security issuance programs
outlined above will be adequate to service debt, meet liquidity needs and fund necessary capital
expenditures for at least the next 12 months. Our future capital requirements will depend on many
factors, including any future acquisitions. We could be required, or could elect, to seek additional
funding through public or private equity or debt financings.
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Note(s): Some of the funding shown above is denominated in other currencies that have been converted to USD.
1.Regulatory capital represents tangible equity and other instruments that qualify as regulatory capital.
2.Minimum capital requirement determined by the Own Funds Threshold Requirement (“OFTR”) based on Marex’s latest Internal Capital Adequacy and Risk
Assessment (“ICARA”) process.
3.Total Capital Ratio is calculate as the Group’s regulatory capital as a percentage of the capital requirement.
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Cash Flows
Years ended December 31, 2025 and 2024
The following table summarizes our key cash flows for the year ended December 31, 2025
and 2024:
Years Ended December 31, | ||
2025 | 2024 | |
(m) | ||
$ | $ | |
Net cash from operating activities ........................................................................... | 667.5 | 1,163.5 |
Net cash used in investing activities ....................................................................... | (264.3) | (35.3) |
Net cash used in financing activities ....................................................................... | (123.9) | (37.2) |
Net Cash From Operating Activities
Net cash from operating activities was $667.5m for the year ended December 31, 2025 as
compared to $1,163.5m for the year ended December 31, 2024. The decrease was due primarily to
an increase in net stock borrowing and lending and trade and other payables, offset by an increase
in equity instruments, debt securities and net repurchase and reverse repurchase agreements.
Net Cash Used In Investing Activities
Net cash used in investing activities was $264.3m for year ended December 31, 2025 as
compared to $35.3m for the year ended December 31, 2024. The increase was due primarily to a
higher acquisition activity during 2025 compared to 2024.
Net Cash Used in Financing Activities
Net cash used in financing activities was $123.9m for the year ended December 31, 2025
as compared to $37.2m for the year ended December 31, 2024. Financing activities during 2025
primarily related to $55.5m (2024: $77.1m) of dividends paid to shareholders and holders of AT1
securities and the purchase of own shares of $44.1m (2024:$19.8m). In the prior year the Group
received $73.1m of proceeds from the issuance of shares from its IPO.
Contractual Obligations and Commitments
In the normal course of business, we enter into various contractual obligations that may
require future cash payments. The table below sets forth our contractual obligations and
commitments to make future payments by type and period as of December 31, 2025 and December
31, 2024.
Contractual Obligations | Total | On demand | Less than 3 months | 3 to 12 months | 1 to 5 years | More than 5 years |
(m) | ||||||
Repurchase agreements ............................. | 4,148.9 | — | 4,148.9 | — | — | — |
Short securities ............................................. | 2,215.7 | — | 2,215.7 | — | — | — |
Amounts due to exchanges, clearing houses and other counterparties ................ | 378.3 | 378.3 | — | — | — | — |
Amounts due to Prime Brokers .................. | 733.6 | 733.6 | — | — | — | — |
Amounts payable to clients ......................... | 8,951.7 | 8,951.7 | — | — | — | — |
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Other creditors .............................................. | 129.9 | 6.6 | 113.2 | 10.1 | — | — |
Stock lending ................................................. | 5,496.7 | 5,496.7 | — | — | — | — |
Settlement balances ..................................... | 2,096.4 | — | 2,096.4 | — | — | — |
Short-term borrowings ................................. | 200.0 | 200.0 | — | — | — | — |
Debt securities .............................................. | 5,721.6 | — | 2,148.2 | 1,246.1 | 2,256.8 | 70.5 |
Lease liabilities .............................................. | 127.6 | — | 3.1 | 10.0 | 75.0 | 39.5 |
Bank overdrafts ............................................. | 67.2 | 67.2 | — | — | — | — |
Total non-derivative financial liabilities as of December 31, 2025 ........ | 30,267.6 | 15,834.1 | 10,725.5 | 1,266.2 | 2,331.8 | 110.0 |
Total | On demand | Less than 3 months | 3 to 12 months | 1 to 5 years | More than 5 years | |
(m) | ||||||
Repurchase agreements ............................. | 2,305.8 | — | 2,305.8 | — | — | — |
Short securities ............................................. | 1,704.6 | — | 1,704.6 | — | — | — |
Amounts due to exchanges, clearing houses and other counterparties ................ | 1,407.5 | 1,218.8 | 188.0 | 0.7 | — | — |
Amounts due to Prime Brokers .................. | 1,017.1 | 1,017.1 | — | — | — | — |
Amounts payable to clients ......................... | 6,236.9 | 6,236.9 | — | — | — | — |
Other creditors .............................................. | 116.0 | 9.6 | 96.8 | 7.3 | 2.3 | — |
Stock lending ................................................. | 4,952.1 | 4,804.5 | 147.6 | — | — | — |
Settlement balances ..................................... | 482.3 | — | 482.3 | — | — | — |
Short-term borrowings ................................. | 152.0 | — | 152.0 | — | — | — |
Debt securities .............................................. | 3,604.5 | — | 1,235.8 | 883.8 | 1,434.9 | 50.0 |
Lease liabilities .............................................. | 104.3 | — | 3.7 | 10.3 | 52.9 | 37.4 |
Total non-derivative financial liabilities as of December 31, 2024 ........ | 22,083.1 | 13,286.9 | 6,316.6 | 902.1 | 1,490.1 | 87.4 |
1. Amounts due to exchanges, clearing houses and other counterparties, amounts due to Prime Brokers, amounts payable to clients, settlement balances and other
creditors are aggregated on the consolidated statement of financial position in trade
and other payables and disaggregated in note 26..
C.Research and Development, Patents and Licenses, etc.
During the ordinary course of business, the Group develops new financial products and
service offerings and the Group does obtain tax credits from certain qualifying research and
development costs in the UK. Overall research and development, patent and licenses do not form a
core part of the Group’s operations.
D.Trend Information
Other than as disclosed elsewhere in this Annual Report, we are not aware of any trends,
uncertainties, demands, commitments or events since December 31, 2025 that are reasonably
likely to have a material adverse effect on our revenues, income, profitability, liquidity or capital
resources, or that would cause the disclosed financial information to be not necessarily indicative of
future operating results or financial conditions.
E.Critical Accounting Estimates
Critical accounting judgments and key sources of estimation uncertainty are discussed in Note 4 to
our consolidated financial statements included elsewhere in this Annual Report.
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Item 6.Directors, Senior Management And Employees
A.Directors and Senior Management
Executive Officers and Directors
The following table presents information about our current executive officers and directors as of
March 3, 2026.
Name | Age | Position |
Executive Officers | ||
Ian Lowitt ....................................................... | 62 | Chief Executive Officer and Director |
Rob Irvin ........................................................ | 48 | Chief Financial Officer and Director |
Paolo Tonucci ............................................... | 57 | Chief Strategist and CEO of Capital Markets |
Simon van den Born .................................... | 58 | President |
Thomas Texier .............................................. | 52 | Group Head of Clearing |
Nilesh Jethwa ............................................... | 47 | Chief Executive Officer of Marex Solutions |
Board of Directors | ||
Robert Pickering ........................................... | 66 | Chair |
Konstantin Graf von Schweinitz ................. | 64 | Director |
Sarah Ing ....................................................... | 59 | Director |
Linda Myers .................................................. | 61 | Director |
John W. Pietrowicz ...................................... | 61 | Director |
Executive Officers
The following is a brief summary of the business experience of our executive officers.
Ian Lowitt has served as our Chief Executive Officer since January 2016 and on our Board since
November 2012. Mr. Lowitt joined us in November 2012 as Chief Financial Officer. From 2008 to 2012,
Mr. Lowitt was at Barclays Bank where, after the acquisition of Lehman Brothers, he managed the
integration of the businesses and support functions and served as the Chief Operating Officer of Barclays
Wealth America. From 1994 to 2008, Mr. Lowitt worked at Lehman Brothers in a variety of roles, including
Head of Corporate Development and Strategy, Global Treasurer and Head of Tax, Chief Administrative
Officer (Europe), Co-Chief Administrative Officer and later as Chief Financial Officer. Mr. Lowitt holds a
Master of Science in Economics and a Master of Arts in Philosophy, Politics and Economics from the
University of Oxford, which he attended as a Rhodes Scholar, and a Bachelor of Science and a Master of
Science in Electrical Engineering from the University of Witwatersrand in Johannesburg.
Rob Irvin joined us as Chief Financial Officer in March 2023 and has served on our Board since
May 2023. From 2011 to 2022, Mr. Irvin worked at HSBC, where he held Chief Financial Officer roles for
both the Private Bank and Investment Banking divisions. Mr. Irvin is a Chartered Accountant, having
started his career at Deloitte. Mr. Irvin holds a Bachelor of Arts with Honours in Economics and Social
History from the University of York.
Paolo Tonucci has served as our Chief Strategist and CEO of Capital Markets since May 2023.
Mr. Tonucci joined us in May 2018 as Chief Operating Officer and served as Chief Financial Officer
between October 2020 and April 2023. From January 2014 to April 2018, Mr. Tonucci served as Group
Treasurer at the Commonwealth Bank of Australia based in Sydney, where he was responsible for
funding, capital, asset and balance sheet management and investment of group liquidity. From
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September 2008 to December 2013, Mr. Tonucci served as the Head of Balance Sheet Management and
later as the Head of Funding and Liquidity and Head of Africa Treasury at Barclays. From December 1996
to September 2008, Mr. Tonucci worked at Lehman Brothers in London and New York in various roles
including Global Head of Asset and Liability Management, Global Head of Financial Planning,
International Treasurer and later as Global Treasurer, where he sat on the board of several management
committees. Mr. Tonucci is a Chartered Accountant and holds a Master of Arts in Economics from the
University of Cambridge.
Simon van den Born has served as our President since June 2019. Mr. van den Born joined us
in 2010 as Managing Director and Global Head of Metals and served on our Board from January 2016 to
February 2021. From 2004 to 2010, Mr. van den Born worked at Valhalla Capital Management as a
Portfolio Manager, and from 1994 to 2002, he worked at Goldman Sachs in the Commodity Index and
Metals teams.
Thomas Texier has served as our Group Head of Clearing since July 2020. From April 2015 to
July 2020, Mr. Texier served as Managing Director and later as Chief Operating Officer of R.J. O’Brien’s
London business, where he was responsible for the global IT organization and served on their Executive
Committee. From July 2002 to March 2015, he held several roles at Kyte Group London, prior to which he
served as Operations Manager at FCT Europe Limited between August 2001 and June 2002 and as
Deputy General Manager at Société Générale in Japan between November 1997 and July 2001. Mr.
Texier holds a Master of Management from the Kedge Business School in France.
Nilesh Jethwa is Chief Executive Officer of our Marex Solutions business, which he set up in
2017. From April 2008 to December 2016, Mr. Jethwa worked at Leonteq, which he helped launch and
ultimately went public on the Swiss Stock Exchange, where he ran their Markets Division, managing
trading, sales, structuring, quantitative analytics and treasury. From July 2000 to March 2008, he worked
at Lehman Brothers as an Executive Director and the Head of Single Stock Exotics, trading for Europe
and the Middle East. Mr. Jethwa is also a Trustee of Noah’s Ark Children’s Hospice. Mr. Jethwa holds a
Master of Arts in Mathematics from the University of Cambridge.
Board of Directors
The following is a brief summary of the business experience of our board of directors. See above
for a summary of the business experience of Ian Lowitt and Rob Irvin.
Robert Pickering has served on our Board since September 2021, becoming Senior
Independent Director in March 2022 and then Chair of the board in October 2023. Mr. Pickering
previously served on the Board of directors of Itau BBA, the investment banking arm of Itau Unibanco.
From 1985 to 2008, Mr. Pickering held a variety of positions at Cazenove, where he built its financial
advisory practice and grew its wealth management division, becoming its first Chief Executive. He also
negotiated and led Cazenove’s successful joint venture with JPMorgan in 2004. Since leaving Cazenove,
Mr. Pickering has focused on a portfolio career, acting as an advisor to private individuals and boards,
mainly in financial services. Mr. Pickering’s extensive experience on various boards has included a variety
of corporate transactions including IPOs, mergers, fundraisings and private equity. Mr. Pickering holds
a Master of Arts in Law from the University of Oxford.
Konstantin Graf von Schweinitz has served on our Board since September 2021 and as Chair
of the Risk Committee since August 2022. Prior to these roles, from 1988 to 2007, Mr. Graf von
Schweinitz held a variety of executive positions at Kleinwort Benson and then Dresdner Group, including
Head of Risk Management for investment banking. Mr. Graf von Schweinitz also serves as an
independent chair of Union Bancaire Privée (UK) Limited and as a non-executive director at Egerton
Capital. He holds Bachelor of Arts and Master of Arts degrees in History and Economics from the
University of Oxford.
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Sarah Ing has served on our Board since July 2021, serving as Senior Independent Director
since October 2023 and as Chair of the Audit and Compliance Committee since March 2022. Ms. Ing
worked in audit and corporate finance, following which she was an equity research analyst covering the
general financials sector from 2008 to 2017. Ms. Ing founded and ran a hedge fund investment
management business between 2004 and 2008. She currently serves as an independent non-executive
director and committee chair at CMC Markets plc, XPS Pensions Group plc and City of London
Investment Group plc. Ms. Ing is a chartered accountant and holds a Bachelor of Science with Honours
from Durham University.
Linda Myers has served on our Board since January 2024 and was appointed Chair of our
Remuneration Committee in March 2024. Until 2022, Ms. Myers was a senior partner at Kirkland & Ellis
LLP. During her tenure at Kirkland & Ellis, she served on the firm’s global management committee from
2010 to 2020, chaired the committee responsible for firm policies, served on two committees responsible
for compensation and established a number of diversity-focused task forces and initiatives. Ms. Myers
currently serves as Chair of the Board of Directors of the National Philanthropic Trust. She also serves on
the boards of directors of Gibraltar Industries and LCI Industries, chairing the Nomination & Governance
Committee of each. In addition, she is a director of Eurowag Solutions, where she chairs the
Remuneration Committee and serves on the Audit & Risk Committee and the Nomination & Governance
Committee. She holds a Bachelor of Arts in International Relations and Economics from the University of
Wisconsin-Madison and a Juris Doctorate from the Georgetown University Law Center.
John Pietrowicz joined our Board in April 2024. Mr. Pietrowicz served as Chief Financial Officer
of the CME Group from 2014, until his retirement in April 2023. Mr. Pietrowicz began his career at the
CME Group in 2003, where he served on the management team from 2010. From 2012 to 2023,
Mr. Pietrowicz also served as a director of S&P Dow Jones Indices LLC, and from 2020 to 2023, he
served on the board of the World Federation of Exchanges. From 2018 to 2022, Mr. Pietrowicz served on
the Financial Accounting Standards Advisory Committee, and from 2012 to 2016, he served on the board
of Bolsa Mexicana de Valores. Before joining the CME Group, Mr. Pietrowicz served as Chief Financial
Officer for The Merchants’ Exchange, an electronic commodities exchange based in Chicago. Mr.
Pietrowicz has also served as an independent director of Federal Home Loan Bank of Chicago since
January 2025. Mr. Pietrowicz holds a Bachelor of Business Administration in Accounting from the
University of Notre Dame and a Master of Business Administration in Finance from Loyola University
Chicago. He is also a Certified Public Accountant.
There are no family relationships among any of our executive officers or directors.
Other than as disclosed in Item 7. “Major Shareholders and Related Party Transactions – Related
Party Transactions” below, there are no arrangements or understandings with major shareholders,
customers, suppliers or others, pursuant to which any person referred to above was selected as a director
or member of senior management.
B.Compensation
We set out below the amount of compensation paid and benefits in kind provided by us or our
subsidiaries to our executive officers and members of our Board for services in all capacities to us or our
subsidiaries for the year ended December 31, 2025, as well as the amount we contributed to retirement
benefit plans for our executive officers and members of our Board.
Executive Officer and Director Compensation
The total aggregate amount of remuneration paid and benefits in kind provided to our executive
officers and directors for services in all capacities for the year ended December 31, 2025 was $48.7m. Of
that aggregate amount, $16.8m related to remuneration paid to members of our Board. These aggregate
amounts include remuneration paid, bonuses paid for the year, amounts received under the incentive
plans described below under “—Equity Incentive Plans,” contributions to pensions and other retirement
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benefits, excess retirement benefits, compensation for loss of office and consideration paid to third parties
for directors’ services. For the year ended December 31, 2025, the highest paid director received
remuneration of $17.3m. Two Non-Executive Directors of the Company stepped down in April/May 2025
and received no cash payments after leaving. In each case, they received shares at vesting in November
2025 on a pro-rata basis for the period they each provided services in the period between grant in
November 2024 and the dates they stepped down in April/May 2025.
We do not set aside or accrue any amounts to provide pension, retirement or similar benefits to
members of our Board or executive officers, although we may make defined contribution pension
contributions on behalf of, or paid pension allowances to, our executive officers, which are included in the
aggregate total above. We do not currently maintain any profit sharing plan for the benefit of our executive
officers or directors.
During the year ended December 31, 2025, pursuant to our equity incentive plans described under
“—Equity Incentive Plans,” we granted awards to our executive officers and directors in the aggregate
amount of $19.7m, of which $4.8m was awarded to the highest paid director. During the year ended
December 31, 2025, five executive officers and directors had vestings under the 2021 DBP, six executive
officers and directors had vestings under the 2022 DBP and six executive officers and directors had
vestings under the 2023 DBP, five executive officers and directors had vestings under the Retention LTIP
and seven non executive officers had vestings under the Non-Employee Sub-Plan to the Global Omnibus
Plan. As described below, our executive officers and other employees receive discretionary bonuses,
which may be included in a deferred bonus plan or other incentive plan as relevant to such employee.
See “—Equity Incentive Plans” included in this section.
Executive Officer and Director Agreements
We have entered into written employment agreements with each of our executive officers. These
agreements provide for notice periods of 12 months for termination of the agreement by us or by the
relevant executive officer, during which time the executive officer will continue to receive base salary and
benefits. These agreements also contain customary provisions regarding non-competition, confidentiality
of information and assignment of inventions. However, the enforceability of the non-competition provisions
may be limited under applicable law. We also entered into customary agreements with our non-executive
directors in connection with our IPO.
Equity Incentive Plans
Options and other equity incentive awards are outstanding under the equity incentive
arrangements summarized below. The summaries below are qualified in their entirety by reference to the
actual text of the plans or arrangements, which are filed as exhibits to this Annual Report.
The number of awards and other interests held by directors and executive officers pursuant to the
below arrangements is included in Item 7. “Major Shareholders and Related Party Transactions” below.
Warrants
In 2024, we granted a warrant to Ian Lowitt, our CEO, entitling him to acquire 142,709 ordinary
shares on or shortly following the twelve-month anniversary of the completion date of our IPO (the “IL
Warrant”). Accordingly, these shares vested in May 2025.
Retention LTIPs, Annual LTIP, 2021 DBP, 2022 DBP,2023 DBP and 2024 DBP
Provisions Common to the Retention LTIPs, LTIP, 2021 DBP, 2022 DBP, 2023 DBP and 2024 DBP
LTIPs, LTIP, 2021 DBP, 2022 DBP, 2023 DBP and 2024 DBP
Form of awards: Awards take the form of a conditional right to receive ordinary shares which are
automatically transferred to the participant following vesting.
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Non-transferable and non-pensionable: Awards are non-transferable, save to personal
representatives following death, and do not form part of pensionable earnings.
Source of Shares: Shares may be newly issued, delivered from the Employee Benefit Trust, transferred
from treasury or market purchased for the purposes of the Retention LTIPs (as defined below), Annual
LTIP, 2021 DBP, 2022 DBP, 2023 DBP and 2024 DBP
Variation of capital: The number of shares subject to awards may be adjusted, in such manner as
our Board or the remuneration committee may determine, following any variation of share capital of the
Company or a demerger of a substantial part of our business, a special dividend or a similar event
affecting the value of shares to a material extent.
Dividend equivalents: Participants may receive an additional payment (or ordinary shares of
equivalent value) equal to the dividends which would have been paid during the vesting period. Cash
dividend equivalents will be paid following the expiry of any applicable retention period.
Corporate actions: In the event of a change of control, scheme of arrangement or voluntary
winding up of the Company (not being an internal corporate reorganization), unless otherwise required by
the remuneration requirements of SYSC 19G applicable to our business, awards granted under the
Retention LTIP, 2021 DBP,2022 DBP, 2023 DBP and 2024 DBP will vest early subject, in the case of
awards granted under the Retention LTIPs to:
•the extent that the performance conditions have been satisfied at that time; and
•unless the remuneration committee decides it is inappropriate to do so, such reduction in the
size of award as the remuneration committee determines appropriate having regard to time
elapsed in the normal vesting period and such other factors as it considers appropriate.
If a demerger, special dividend or other similar event is proposed which, in the opinion of the
remuneration committee, would affect the market price of ordinary shares to a material extent, then the
remuneration committee may decide that awards will vest on the basis set out above.
However, LTIP awards will not vest early in the event of a change of control, scheme of
arrangement or voluntary winding up of the Company. For all LTIP awards, and those Retention LTIPs,
2021 DBP, 2022 DBP, 2023 DBP and 2024 DBP awards which do not vest early but instead remain
outstanding on such an event, the remuneration committee has a discretion to make such adjustments to
the award, including converting it into a cash-based award, as the remuneration committee may
determine, to reflect the event.
In the event of an internal corporate reorganization awards will be replaced by equivalent new
awards over shares in a new holding company unless the remuneration committee decides that awards
should vest on the basis set out above.
Alterations: The Board may amend the rules of the Retention LTIPs, Annual LTIPs, 2021 DBP,
2022 DBP, 2023 DBP and 2024 DBP as it considers appropriate save that an amendment to the detriment
of participants requires their individual or the consent of 75% as a class.
Malus and clawback: The remuneration committee may apply malus or clawback where at any
time before or within five years following grant it determines that our financial results were misstated or
that an error was made in any calculation or in assessing performance, which resulted in the number of
shares in respect of which the award was granted or vested being more than it should have been. The
remuneration committee may also apply clawback before or within five years following grant where it
determines that, at any time prior to the later of the vesting of an award or the expiry of any retention
period:
•the participant committed misconduct that justified, or could have justified, dismissal;
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•the participant’s action or omission has contributed to reputational damage to any member of
our group;
•there has been corporate failure of any member of our group;
•there has been a failure of risk management; or
•the participant has breached any codes of conduct operated by any member of our group; or
has failed to meet the required standards of fitness and conduct imposed by any regulatory
body.
A clawback may be satisfied in a number of ways, including by reducing the amount of any future
bonus, by reducing the vesting of any subsisting or future awards, by reducing the number of shares
under any vested but unexercised option and/or by either one or both of a requirement to make a cash
payment or transfer of shares to us. The circumstances or period over which malus and clawback may be
applied shall be adjusted by the remuneration committee to the extent required to comply with any
regulatory requirements applicable to our business and/or individual participants. For awards granted
under the Retention LTIP, 2021 DBP and 2022 DBP, such clawback provisions will not apply following the
occurrence of a takeover or similar corporate event.
Furthermore, to the extent applicable, awards granted under the Retention LTIP, 2021 DBP and
2022 DBP are subject to the terms of any other clawback policy adopted by us, including to comply with
applicable SEC and Nasdaq listing requirements.
Retention Long-term Incentive Plan (“Retention LTIP”)
One-off awards were granted to 25 senior employees under the Retention LTIP. Shares vested on
March 10, 2025 following the Remuneration Committee review of actual results against relevant
performance conditions.
Retention LTIP awards were not impacted as a result of completion of our IPO, other than being
adjusted to incorporate certain required amendments and remain outstanding over ordinary shares. All
outstanding shares in the Retention LTIP award vested on the publication of our audited annual financial
results for the year ended December 31, 2024, subject to achievement of applicable performance
conditions.
If the remuneration committee so determines, an award may be satisfied in whole or in part by a
cash payment as an alternative to the issue or transfer of ordinary shares.
Where a participant ceases to hold office or employment with our group (or gives or receives
notice) other than for a “Good Leaver” reason (as defined below) under the Retention LTIP on or after the
second and before the third anniversary of grant, their Retention LTIP award will immediately lapse as to
33%. The remaining portion of the award will remain outstanding and capable of vesting on its normal
vesting date subject to the application of the performance conditions, provided that the award shall
immediately lapse if the remuneration committee determines that the participant has been (or will be)
employed or otherwise engaged to provide services to any competitor or restricted business or in
circumstances where malus or clawback may be applied to that participant (“Bad Leaver” circumstances).
If a participant ceases to hold office or employment because of: death, injury, disability, sale of
their employing company or business unit, or other circumstances as determined at the discretion of the
remuneration committee (“Good Leaver” reasons), their award will remain outstanding and capable of
vesting on its normal vesting date (subject to pro-ration or such earlier date as the remuneration
committee may determine in its discretion), provided that their award shall immediately lapse if Bad
Leaver circumstances apply before the normal vesting date. The extent to which an award will vest in a
Good Leaver situation will depend on:
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•the extent to which the performance conditions have, in the opinion of the remuneration
committee, been satisfied over the performance period; and
•unless the remuneration committee decides it is inappropriate to do so, such reduction in the
size of award as the remuneration committee determines appropriate having regard to time
served in the normal vesting period, and such other factors as it considers appropriate.
2021 Deferred Bonus Plan (“2021 DBP”)
The 2021 DBP was operated in connection with annual bonuses paid to employees for the
financial year ended December 31, 2021 and provided for the remuneration committee to require deferral
of a portion of employees’ 2021 annual bonuses into the form of ordinary shares (such portion being
determined by the remuneration committee). As of December 31, 2025 there were no outstanding
awards. The final tranche vested on March 10, 2025.
They vested following publication of our audited annual financial results for the year ended
December 31, 2024 (subject to certain vesting conditions set out in the 2021 DBP). The remuneration
committee may reduce vesting levels where it considers it appropriate to do so to reflect such factors as it
considers to be relevant.
Where a participant ceases to hold office or employment with our group (or gives notice) other
than for a “Good Leaver” reason (as defined below) under the 2021 DBP prior to vesting, any unvested
portion of the 2021 DBP award will immediately lapse in full.
If a participant ceases to hold office or employment because of: death, injury, disability, sale of
their employing company or business unit, redundancy, mutual agreement or other circumstances as
determined at the discretion of the remuneration committee (“Good Leaver” reasons), their award will
remain outstanding and capable of vesting on its normal vesting date or such earlier date as the
remuneration committee may determine.
2022 Deferred Bonus Plan (“2022 DBP”)
The 2022 DBP was first operated in connection with annual bonuses paid to employees for the
financial year ended December 31, 2022 and provides for the deferral of at least 50% of “Material Risk
Takers” 2022 annual bonuses into an award over ordinary shares and for the remuneration committee to
require deferral of a portion of other employees’ 2022 annual bonuses into the form of ordinary shares
(such portion being determined by the remuneration committee). As of December 31, 2025, 2022 DBP
awards were outstanding over an aggregate amount of 344,286 ordinary shares.
The outstanding 2022 DBP awards are expected to vest in one final annual tranche on the third
anniversary of the date of grant (or, if later in the relevant year, publication of audited annual financial
results for the prior year) (in each case, subject to certain vesting conditions set out in the 2022 DBP).
2022 DBP awards are subject to materially the same terms as the 2021 DBP (as described in the
2021 DBP section above), other than the following terms, which were primarily implemented to comply
with regulatory requirements applicable to our business pursuant to SYSC 19G:
•the level and duration of deferral of annual bonuses into 2022 DBP awards is applied for
participants that are designated as “Material Risk Takers” in line with the remuneration
requirements of SYSC 19G, as applicable to our business, in particular vesting may not be
accelerated for Material Risk Takers on cessation of employment or in connection with a
corporate event;
•awards may be subject to a retention period, during which the transfer of shares received on
vesting is restricted. A mandatory six-month retention period is applied for “Material Risk
Takers;”
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•in addition to the clawback provisions set out above, clawback may be applied where there is
a material downturn in financial performance or where the participant is found to have
contributed to circumstances giving rise to significant losses to our business; and
•a participant will also be treated as a “Good Leaver” if they become a “Career Retiree” as
determined by the remuneration committee.
Long-term Incentive Plan (“LTIP”) – September 2023 and June 2024
Awards were granted in September 2023 to four senior executives under the LTIP and are
outstanding over in aggregate 217,509 ordinary shares
Awards were granted in June 2024 to five senior executives under the LTIP and are outstanding
over in aggregate 240,613 ordinary shares.
LTIP awards remain capable of vesting on their normal vesting date, being the later of: the third
anniversary of grant; publication of our earnings results for the year ended December 31 of the year prior
to the normal vesting; and assessment of the performance conditions applicable to LTIP awards.
The LTIPs were granted on materially the same terms as the Retention LTIP (as described in the
“–Retention LTIP” and “–Provisions Common to the Retention LTIP, LTIP, 2021 DBP,2022 DBP, 2023 DBP
and 2024 DBP” sections above), other than the following terms:
•as all LTIP participants are designated as “Material Risk Takers,” the terms of the LTIP are
intended to comply with the remuneration requirements of SYSC 19G, as applicable to our
business, in particular vesting may not be accelerated on cessation of employment or in
connection with a corporate event;
•LTIP awards are subject to an individual limit of 300% of gross annual basic salary on the
grant date (or 400% if the remuneration committee determines that exceptional
circumstances apply);
•LTIP awards are subject to a two year retention period, during which the transfer of shares
received on vesting is restricted. The retention period may be reduced by up to 18 months at
the discretion of the remuneration committee;
•in addition to the clawback provisions set out above, clawback may be applied where there is
a material downturn in financial performance or where the participant is found to have
contributed to circumstances giving rise to significant losses to our business; and
•a participant will also be treated as a “Good Leaver” if they depart due to redundancy, mutual
agreement with us or if they become a “Career Retiree” as determined by the remuneration
committee.
Employee Benefit Trust (“EBT”)
We have established the EBT, which currently holds unencumbered ordinary shares that may be
used to satisfy the incentive arrangements referred to in this Equity Incentive Plans section. The EBT is
constituted by a trust deed between us and an offshore independent professional trustee. The power to
appoint and remove the trustee rests with us. As of December 31, 2025, 1,199,156 ordinary shares were
held by our EBT.
Global Omnibus Plan
The Global Omnibus Plan provides for the grant of equity and cash-based incentive awards to our
eligible employees and non-employee directors. Non-employees (including, non-employee directors and
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consultants) are eligible to be granted awards under a Non-Employee Sub-Plan to the Global Omnibus
Plan (the “Non-Employee Sub-Plan”).
The material terms of the Global Omnibus Plan are summarized below. This summary is not a
complete description of all provisions of the Global Omnibus Plan and is qualified in its entirety by
reference to the Global Omnibus Plan, which is filed as an exhibit to this Annual Report.
Eligibility and Administration
Employees and employee directors of the Company and its subsidiaries are eligible to receive
awards under the Global Omnibus Plan. The Global Omnibus Plan is administered by our remuneration
committee except with respect to awards to non-employee directors under the Non-Employee Sub-Plan
(discussed below), which are administered by the Board, each of which in turn may delegate its duties
and responsibilities (the board, remuneration committee and any authorized delegates are referred to
collectively as the “Plan Administrator”). The Plan Administrator has the authority to make all
determinations and interpretations under, prescribe all forms for use with and adopt rules for the
administration of, the Global Omnibus Plan, subject to its express terms and conditions. The Plan
Administrator also sets the terms and conditions of all awards under the Global Omnibus Plan, including
any vesting and vesting acceleration conditions.
Share Reserve and Evergreen
The aggregate number of shares reserved for issuance under the Global Omnibus Plan was set
up at IPO as the sum of (i) 7,081,808 shares which was 10% of the shares outstanding at IPO; and (ii)
142,709 shares in respect of an award to Ian Lowitt, our CEO. The annual share reserve increase, on the
first day of each calendar year beginning in 2025 and ending in and including 2034, is equal to the lesser
of (A) 5% of the outstanding shares on the last day of the immediately preceding calendar year and (B)
such smaller number of shares as determined by our Board (the “Share Reserve”). For the avoidance of
doubt, the Board has the right to determine that no increase should be made to the Share Reserve. The
evergreen provision providing for an automatic increase in the amount of the Share Reserve (unless
otherwise determined by the Board) is intended to provide us with the continuing ability to grant equity
awards to eligible employees and employee directors for the ten-year term of the Global Omnibus Plan
and ensure that sufficient shares are within the Share Reserve to meet such awards.
The Share Reserve was increased on 1 January 2025 by 5% of the total shares available in the
evergreen provision (being 7,224,517 shares as at 31 December 2024). The aggregate number of shares
reserved for issuance under the Share Reserve as at 1 January 2025 was 7,585,743.
In 2025, the firm issued 715,627 new shares to satisfy equity awards granted to employees,
employee directors and directors, which vested in the year. This reduced the share reserve by an equal
amount. As a result, the aggregate number of shares reserved for issuance under the Share Reserve as
at 31 December 2025 was 6,870,116.
Awards
The Global Omnibus Plan provides for the grant of share options, including incentive share
options (“ISOs”), conditional awards, restricted shares, share appreciation rights (“SARs”) or any other
share- or cash-based awards. No determination has been made as to the types or amounts of awards
that will be granted to specific individuals pursuant to the Global Omnibus Plan. The Global Omnibus Plan
contains the ability to impose post-termination exercise restrictions applicable to participants. All awards
under the Global Omnibus Plan will be set forth in award agreements, which will detail all terms and
conditions of the awards, including any applicable vesting and payment terms and any post-termination
exercise limitations in addition to those set out in the Global Omnibus Plan. Awards other than cash
awards generally will be settled in our ordinary shares, but the Plan Administrator may provide for cash
settlement of any award. A brief description of each award type follows.
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Share Options: Share options provide for the purchase of our ordinary shares in the future at an
exercise price set on the grant date. Vesting conditions determined by the Plan Administrator may apply
to share options and may include continued service, performance and/or other conditions. For U.S. tax
resident participants, ISOs may provide tax deferral beyond exercise and favorable capital gains tax
treatment if certain requirements of the Code are satisfied. The exercise price of an ISO may not be less
than 100% of the fair market value of the underlying share on the date of grant (or 110% in the case of
ISOs granted to certain significant shareholders), except with respect to certain substitute options granted
in connection with a corporate transaction.
SARs: SARs entitle their holder, upon exercise, to receive from us an amount equal to the
appreciation of the shares subject to the award between the grant date and the exercise date. The
exercise price of a SAR may not be less than 100% of the fair market value of the underlying share on the
date of grant (except with respect to certain substitute SARs granted in connection with a corporate
transaction). Vesting conditions, which may be determined by the Plan Administrator, may apply to SARs
and may include continued service, performance and/or other conditions.
Restricted Shares: Restricted shares are non-transferable ordinary shares that remain forfeitable
unless and until specified conditions are met. Participants may or may not be required to acquire their
restricted shares for a set purchase price. Conditions applicable to restricted shares may be based on
continuing service, the attainment of performance goals and/or such other conditions as the Plan
Administrator may determine. Holders of restricted shares generally have all of the rights of a shareholder
upon the issuance of restricted shares. Notwithstanding the foregoing, unless otherwise determined by
the remuneration committee, the holder of a restricted share will be required to waive their right to all
dividends on their restricted shares until vesting. Holders of restricted shares will also be required to enter
into certain tax elections (such as Section 431 or 83(b) elections) if required by the remuneration
committee.
Conditional Awards: Conditional awards are contractual promises to deliver ordinary shares in the
future, which may also remain forfeitable unless and until specified conditions are met. Delivery of the
ordinary shares underlying conditional awards may be deferred under the terms of the award. Conditions
applicable to conditional awards may be based on continuing service, the attainment of performance
goals and/or such other conditions as the Plan Administrator may determine. Conditional award holders
have no rights of a shareholder with respect to ordinary shares subject to conditional awards unless and
until such ordinary shares are delivered in settlement. In the sole discretion of the Plan Administrator,
conditional awards may also be settled for an amount of cash on the maturity date of the conditional
award, or a combination of cash and ordinary shares.
Other Share-or Cash-Based Awards: Other share-or cash-based awards are awards of cash, fully
vested ordinary shares and other awards denominated in, linked to, or derived from our ordinary shares
or value metrics related to our ordinary shares. Other share-or cash-based awards may be granted to
participants and may also be available as a payment form in the settlement of other awards, as
standalone payments and as payment in lieu of base salary, bonus, fees or other cash compensation
otherwise payable to any individual who is eligible to receive awards. Conditions applicable to other share
or cash-based awards may be based on continuing service, the attainment of performance goals and/or
such other conditions as the Plan Administrator may determine.
Dividend Equivalents: Dividend equivalents represent the right to receive a benefit determined by
reference to the value of dividends paid on ordinary shares and may be granted alone or in tandem with
awards, including share options and SARs. Dividend equivalents may be settled in cash, ordinary shares
or additional awards, delivered at such time as may be determined by the remuneration committee. The
remuneration committee shall decide the basis on which the value of such dividends shall be calculated,
which may assume the reinvestment of dividends.
Vesting
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Vesting conditions determined by the Plan Administrator may apply to each award and may
include continued service, performance and/or other conditions. Vesting conditions will be set out in
individual award agreements.
IFPR
As the IFPR Rules apply to our business, awards made to “material risk takers” will comply with
these requirements. The relevant award agreements will contain vesting conditions, and the Global
Omnibus Plan will include a post-vesting holding period that can be imposed for “material risk takers,” in
each case, that comply with the IFPR Rules.
Corporate Events and Adjustments of Awards
The Plan Administrator has broad discretion to take action under the Global Omnibus Plan, as
well as make adjustments to the terms and conditions of existing and future awards, to prevent the
dilution or enlargement of intended benefits and facilitate necessary or desirable changes in the event of
certain transactions and events affecting our ordinary shares, such as changes of control,
reorganizations, variations in share capital, demergers, special dividends and other corporate
transactions. In the event of a “change in control” of the Company, which is not an internal reorganization
or merger and unless otherwise restricted by tax, legal or regulatory considerations or the Plan
Administrator, all unvested awards are expected to become vested. In addition, in the event of
transactions where the Plan Administrator determines that such transactions are internal reconstructions
or reorganizations, the Plan Administrator may treat all awards as surrendered in consideration for the
grant of new substantially equivalent awards. The Plan Administrator may also make amendments to the
Share Reserve and/or outstanding awards in the event of a variation of share capital, demerger, special
dividend or other similar events or transactions. Individual award agreements may provide for additional
accelerated vesting and payment provisions.
Other Key Terms
Sub-Plans: The Plan Administrator may modify award terms, establish sub-plans and/or adjust
other terms and conditions of awards, subject to the Share Reserve described above (such Share
Reserve shall only be amended by the Board), in order to facilitate grants of awards subject to the laws of
countries outside of the United Kingdom. All awards will be subject to the provisions of the Global
Omnibus Plan and/or any clawback policy implemented by us.
Transferability: With limited exceptions, awards under the Global Omnibus Plan are generally
non-transferable and exercisable only by the participant.
Tax: Each participant will be responsible for all taxes, social security contributions and other
liabilities arising in respect of their award. To the extent a participant has not otherwise discharged any
taxes that may arise in respect of their award, the participant will be required to indemnify and hold us
harmless against any such tax. We may demand such amounts under the indemnity, withhold such
amounts from payments to the participant (including, from salary, bonus or any other payments of any
kind otherwise due to the participant) or make such other arrangements as are determined appropriate
with respect to the collection of any such amount (including, selling or withholding ordinary shares).
Plan Amendment and Termination
The Board may amend or terminate the Global Omnibus Plan at any time; however, shareholder
approval will be required for any amendment to the extent necessary to comply with applicable laws. No
awards may be granted pursuant to the Global Omnibus Plan after the tenth anniversary of the earlier of
(i) the date on which our Board adopts the Global Omnibus Plan; and (ii) the date on which our
shareholders approve the Global Omnibus Plan.
Non-Employee Sub-Plan to the Global Omnibus Plan
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Together with the Global Omnibus Plan, we have adopted the Non-Employee Sub-Plan, pursuant
to the authority of our Board under the Global Omnibus Plan, which became effective shortly prior to the
completion of our IPO.
The Non-Employee Sub-Plan is to be read as a continuation of the Global Omnibus Plan. In the
event of any conflict between the provisions of the Non-Employee Sub-Plan and the Global Omnibus
Plan, the provisions set out in the Non-Employee Sub-Plan prevail. A portion of the fees payable to the
non-employee directors, delivered in the form of conditional awards are granted pursuant to the Non-
Employee Sub-Plan of the Global Omnibus Plan.
UK Sharesave Sub-Plan
Together with the Global Omnibus Plan and the Non-Employee Sub-Plan, we have adopted the
UK Sharesave Sub-Plan to the Global Omnibus Plan (the “UK Sharesave Sub-Plan”), pursuant to the
authority of our Board under the Global Omnibus Plan, which became effective shortly prior to the
completion of our IPO.
The UK Sharesave Sub-Plan is an all-employee savings related share option plan, which has
been designed to meet the requirements of Schedule 3 of ITEPA, so that if the Board decides to operate
the UK Sharesave Sub-Plan, ordinary shares can be acquired by U.K. employees in a tax-efficient
manner.
Under the plan, qualifying employees are able to acquire options over ordinary shares on a tax-
favored basis and at a discount of up to 20% of their market value at the date of grant. To exercise these
options, participants will be required to save out of contributions from their salary under a three- or five-
year HMRC-approved savings contract. Savings contributions are subject to a statutory limit, which is
currently £500 per month. The Board has discretion to determine whether, and if so, when the UK
Sharesave Sub-Plan will operate.
As of December 31, 2025, no offerings have been made under the UK Sharesave Sub-Plan.
Eligibility; Invitations
If the Board resolves to operate the UK Sharesave Sub-Plan, invitations must be sent to all
eligible employees of a participating company and those participating company directors who are required
to work a minimum of 25 hours per week. Employees will be eligible, provided they have been employed
for any qualifying period determined by the Board, which cannot exceed five years. The Board also has
discretion to include any other employee or non-employee director of a participating company. Invitations
to apply for options may be issued by the Board at any time.
Option Price
The option price will be determined by the Board and must not be less than 80% of the market
value of an ordinary share on the invitation date as determined in accordance with Part VIII of the U.K.’s
Taxation of Chargeable Gains Act 1992 and as agreed in advance with HMRC, or, if greater (and ordinary
shares are to be subscribed), the nominal value of an ordinary share.
Savings Contract
To participate in the UK Sharesave Sub-Plan, a qualifying employee will need to enter into an
HMRC-approved savings contract of three or five years agreeing to make contributions of a fixed amount
between £5 and £500 per month (or any other maximum amount as directed by the Board under the
terms of the UK Sharesave Sub-Plan, subject to any limit permitted by the relevant legislation from time to
time) (the “Savings Contract”). Upon expiry of the Savings Contract, the employee may be entitled to
receive a tax-free bonus in addition to repayment of the savings contributions. The employee may elect to
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apply the proceeds of the Savings Contract to exercise the option and acquire ordinary shares.
Alternatively, the employee may choose to withdraw the proceeds of the Savings Contract.
Grant of Options
Employees who enter into Savings Contracts will be granted options to acquire ordinary shares at
the option price using the amount saved, including any bonus or interest. Options will need to be granted
within 30 days (or 42 days if the applications are scaled down) of the first day by reference to which the
option price was set. Options are not transferable (other than on the death of a participant), assignable or
chargeable and will lapse immediately in the event of any breach of the transfer prohibition.
Exercise of Options
Options must normally be exercised in whole or in part within six months after the completion of
the related Savings Contract, provided the participant remains a director or employee of a participating
company. Following the date of exercise, ordinary shares will need to be allotted and transferred to the
participant within 30 days.
Options may be exercised early in the event of a participant ceasing employment with us or our
subsidiaries because of death, retirement, injury, disability, redundancy, a relevant transfer under the UK’s
Transfer of Undertaking (Protection of Employment) Regulations 2006 or the individual’s employing
company or employing part of a business being sold out of our group. On death, options may be
exercised by the participant’s personal representatives. A participant’s options will normally lapse if
leaving us or our subsidiaries for any other reason.
Options may also be exercised early in the event of a voluntary winding-up of the Company. On
cessation of employment for other reasons or if a participant ceases to pay contributions under the related
savings contract, options will normally lapse.
Change of Control
Options may be exercised early if:
•any person obtains control of the Company as a result of a general offer to acquire ordinary
shares;
•a person (or a group of persons acting in concert) becomes bound or entitled to acquire
ordinary shares by serving a notice under sections 979-982 or 983-985 of the Companies Act;
or
•a scheme of arrangement in connection with the acquisition of ordinary shares is sanctioned
pursuant to section 899 of the Companies Act.
Options may be exercised within six months of the event. In the event of a reorganization or
merger, where the shareholders of the acquiring company are substantially the same as the Company
shareholders immediately before the change of control, no options will be exercisable but will be
exchanged for equivalent rights.
Rights Attaching to Shares and Transferability
Shares allotted or transferred under the UK Sharesave Plan will rank alongside shares of the
same class then in issue. Options are not transferable (except on death) and are not pensionable
benefits.
Variation of Capital
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In the event of a variation in the equity share capital of the Company including a capitalization or
rights issue, sub-division, consolidation or reduction, the Board may adjust the number of ordinary shares
subject to the option and the option price, provided that the total option price and total market value of the
ordinary shares under option must remain substantially the same. The Board shall give notice to the
option holders as soon as reasonably practicable after making such adjustments.
Alterations
The UK Sharesave Plan may at any time be altered by the Board in any respect. However,
shareholder approval will be required for any amendment to the extent necessary to comply with
applicable laws (except for minor amendments to benefit the administration of the UK Sharesave Plan, to
take account of a change in legislation or to obtain or maintain favorable tax, exchange control or
regulatory treatment for option holders or for a participating company).
New Awards
Pursuant to the Global Omnibus Plan (i) conditional share awards in respect of 1,025,433
ordinary shares in connection with the deferral of a portion of the annual bonuses to be paid to employees
for the financial year ended December 31, 2024, of which awards in respect of an aggregate of 471,667
shares were granted to our executive officers, (ii) conditional share awards in respect of 129,989 ordinary
shares were granted to our executive officers in connection with annual incentive awards for 2024 (“2024
LTI Awards”) (which were adopted on substantially the same terms as the LTIP described above), in each
case based on the closing share price on the date prior to each grant.
Non-Employee Sub-Plan
In May 2025 we also granted, pursuant to the Non-Employee Sub-Plan of our Global Omnibus
Plan, a conditional share awards in respect of 13,935 ordinary shares in connection with the annual fixed
award over ordinary shares of the Non-Executive Directors for 2025 (“2025 NED Awards”). The 2025 NED
awards will vest on the first anniversary of their grant date, and are subject to Non-Employee Sub-Plan
terms of the Global Omnibus Plan, but are not subject to performance conditions or to any post vesting
sale restrictions.
Employee Share Purchase Plan
In connection with our IPO, we adopted the Marex Group plc Employee Share Purchase Plan
(the “ESPP”). The ESPP is designed to allow our eligible employees to purchase ordinary shares, at
periodic intervals, with their accumulated payroll deductions. The ESPP consists of two components: a
Section 423 component, which is intended to qualify under Section 423 of the Code, and a non-Section
423 component, which need not qualify under Section 423 of the Code. The material terms of the ESPP
are summarized below. This summary is not a complete description of all provisions of the ESPP and is
qualified in its entirety by reference to the ESPP, which is filed as an exhibit to this Annual Report.
Shares Available; Administration
The aggregate number of ordinary shares reserved for issuance under the ESPP equals to the
sum of (i) 708,180 ordinary shares and (ii) an annual increase on the first day of each calendar year
beginning in 2025 and ending in and including 2034 equal to the lesser of (A) 1% of the outstanding
shares on the last day of the immediately preceding calendar year and (B) such smaller number of shares
as determined by our Board; provided that in no event will more than 7,081,800 ordinary shares be
available for issuance under the Section 423 component of the ESPP. Our Board or the remuneration
committee has the authority to interpret the terms of the ESPP and determine eligibility of participants.
The remuneration committee is currently the administrator of the ESPP. In 2025, the ESPP share reserve
increased automatically by 1% of the outstanding shares on the last day of 2024. As at 31 December
2025, the number of shares reserved for issuance under the ESPP was 1,411,090.
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Eligibility
The plan administrator may designate certain of our subsidiaries as participating “designated
subsidiaries” in the ESPP and may change these designations from time to time. We expect that our
employees, other than employees who, immediately after the grant of a right to purchase ordinary shares
under the ESPP, would own (directly or through attribution) shares possessing 5% or more of the total
combined voting power or value of all classes of our shares and other securities, will be eligible to
participate in the ESPP. However, consistent with Section 423 of the Code as applicable, the plan
administrator may provide that other groups of employees, including, without limitation, those customarily
employed by us for twenty hours per week or less or five months or less in any calendar year, will not be
eligible to participate in the ESPP.
Grant of Rights
The Section 423 component of the ESPP is intended to qualify under Section 423 of the Code,
and shares will be offered under the ESPP during offering periods. The length of the offering periods
under the ESPP will be determined by the plan administrator and may be up to 27 months long.
Employee payroll deductions will be used to purchase shares on each purchase date during an offering
period. The purchase dates for each offering period will be the final trading day in each purchase period.
Offering periods under the ESPP will commence when determined by the plan administrator. The plan
administrator may, in its discretion, modify the terms of future offering periods. No offering periods have
commenced under the ESPP at the time of this Annual Report.
The ESPP permits participants to purchase shares through payroll deductions of up to a
percentage of their eligible compensation, which includes a participant’s gross base compensation for
services to us. The plan administrator will establish a maximum number of shares that may be purchased
by a participant during any offering period, which, in the absence of a contrary designation, will be equal
to 20,000 shares. In addition, under the Section 423 component, no employee is permitted to accrue the
right to purchase shares under the ESPP at a rate in excess of $25,000 worth of shares during any
calendar year during which such a purchase right is outstanding (based on the fair market value per share
of our ordinary shares as of the first trading day of the offering period).
On the first trading day of each offering period, each participant will automatically be granted an
option to purchase shares. The option will expire at the end of the applicable offering period and will be
exercised on each purchase date during such offering period to the extent of the payroll deductions
accumulated during the offering period. The purchase price will be the lower of 85% of the fair market
value of a share on the first day of an offering period in which a participant is enrolled or 85% of the fair
market value of a share on the purchase date, which will occur on the last day of each purchase period.
Participants may voluntarily end their participation in the ESPP prior to the end of the applicable offering
period, and will be paid their accrued payroll deductions that have not yet been used to purchase shares.
Unless a participant has previously canceled their participation in the ESPP before the purchase
date, the participant will be deemed to have exercised their option in full as of each purchase date. Upon
exercise, the participant will purchase the number of whole shares that their accumulated payroll
deductions will buy at the option purchase price, subject to the participation limitations listed above.
Participation will end automatically upon a participant’s termination of employment.
A participant is not permitted to transfer rights granted under the ESPP other than by will, the laws
of descent and distribution or as otherwise provided under the ESPP.
Certain Transactions
In the event of certain transactions or events affecting our shares, such as any share dividend or
other distribution, reorganization, merger, consolidation or other corporate transaction, the plan
administrator will make equitable adjustments to the ESPP and outstanding rights. In addition, in the
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event of the foregoing transactions or events or certain significant transactions, the plan administrator
may provide for (i) either the replacement of outstanding rights with other rights or property or termination
of outstanding rights in exchange for cash, (ii) the assumption or substitution of outstanding rights by the
successor or survivor corporation or parent or subsidiary thereof, if any, (iii) the adjustment in the number
and type of shares subject to outstanding rights, (iv) the use of participants’ accumulated payroll
deductions to purchase shares on a new purchase date prior to the next scheduled purchase date and
termination of any rights under ongoing offering periods or (v) the termination of all outstanding rights.
Plan Amendment
The plan administrator may amend, suspend or terminate the ESPP at any time. However,
shareholder approval will be obtained for any amendment to the ESPP that increases the aggregate
number or changes the type of shares that may be sold pursuant to rights under the ESPP, changes the
corporations or classes of corporations whose employees may participate in the ESPP or as may
otherwise be required pursuant to Section 423 of the Code or other applicable law.
Insurance and Indemnification
Our Articles of Association provide that, subject to certain limitations, we may indemnify our
directors and executive officers to the maximum extent allowed under applicable law against any losses
or liabilities that they may sustain or incur in or about the execution of their duties including liability
incurred in defending any proceedings whether civil or criminal in which judgment is given in their favor or
in which they are acquitted.
Insofar as indemnification of liabilities arising under the Securities Act may be permitted to
executive officers and directors or persons controlling us pursuant to the foregoing provisions, we have
been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed
in the Securities Act and is therefore unenforceable.
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This report has been prepared in accordance with the provisions of the UK Companies Act
2006 and Schedule 8 of The Large and Medium-sized Companies and Groups (Accounts and Reports)
Regulations 2008 (as amended from time to time).
Annual Statement by the Chair of the Remuneration Committee
Dear shareholder,
On behalf of the Remuneration Committee (the "Committee"), I am pleased to present the
Remuneration Report for the year ended 31 December 2025.
This Remuneration Report is the Company’s second report since its listing on the Nasdaq stock
exchange on 25 April 2024.
Our Directors' Remuneration Policy for Executive and Non-Executive Directors was presented at
the 2025 Annual General Meeting with 92.41% of our shareholders voting in favour. The full Directors'
Remuneration Policy can be found in the 2024 Annual Report (on pages 111 to 119) and a summary can
be found on pages 123 to 127 of this Annual Report.
Introduction:
2025 has seen the continuation of the rapid evolution of the Company through organic and
inorganic growth. Following the listing on Nasdaq in April 2024, there have been challenges to face and
some strong headwinds in terms of geopolitical unrest which have been managed effectively by our
strong executive team and the wider workforce. During 2025, the Executive Directors focused on
delivering against financial as well as strategic performance measures. When considering the bonus
outcomes for the Executive Directors and the Group as a whole, the Committee has taken into account
the financial performance of the Group and the broader shareholder experience during the year. Share
price performance saw significant movement throughout 2025 with the share price at the end of the year
approximately 17.96% up on January’s opening.
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Together with the management of the various equity plans, the Committee has prioritized
assessing the Group’s Remuneration Policy and developing a formal delegation of authority to the CEO in
relation to day-to-day remuneration decisions, with appropriate reporting and accountability. The
Committee retains responsibility for all compensation decisions for Material Risk Takers. We will continue
to assess all incentive arrangements and will consider any future management requests to provide
incentives to drive and reward excellent performance for the Company and its shareholders. It is
important for the newly acquired employees to have a financial stake in the Company so that their reward
is clearly aligned to delivering excellent results for our shareholders.
The Committee has supported the management request to widen the participation in the
Company’s Deferred Bonus plan to include all Managing Directors where contractually able. This
modification means we will have over 100 participants in the 2025 Deferred Bonus plan, up 78% on the
number of participants in 2024. I fully support management’s aspiration to increase the number of
employee shareholders to continue to align the interests of employees to shareholders.
At the 4 December 2025 meeting of the Committee, we assessed the expected share usage
required for 2026, 2027 and 2028 in light of the increasing share plan participation. As a means of
facilitating the Committee's ability to support incentive arrangements, the Committee made the decision to
apply the full 5% Evergreen increase allowable under the Global Omnibus Plan, raising the Reserve
available for issuance to 10.5m shares from January 2026. The Committee believes that this decision will
provide needed flexibility in the Company's approach to future share award settlement, including the
continued usage of the employee benefit trust.
Executive Director remuneration - Outcome for 2025
The annual bonus for 2025 for our two Executive Directors was assessed against two financial
measures: Adjusted Profit Before Tax ("PBT") and Earnings Per Share (37.5% weighting for each in
bonus calculation) and Executive Director performance against certain important strategic objectives
(25% weighting in bonus calculation).
For 2025, the target PBT was set by reference to the budget forecast reviewed and approved by
the Board in December 2024. As more fully described on page 95 Marex achieved Adjusted PBT of
$418.1m, exceeding the maximum performance anticipated at the start of the year by $38.6m and
Adjusted Diluted EPS of $3.99, exceeding the maximum performance anticipated at the start of the year
by $0.24. This performance accomplishment results in full vesting of this component of the annual bonus.
The Committee also reviewed each Executive Director’s performance against a range of strategic
objectives, which had a weighting of 25% of the maximum bonus available. The bonus outcomes for the
attainment of these key strategic achievements was 22% of the maximum 25% for each of the Executive
Directors. Further detail on these objectives is provided on page 140.
The overall bonus outcomes for the Executive Directors for 2025 was 97% of the maximum
bonus potential for the CEO and 97% of the maximum bonus potential for the CFO. This result is
consistent with the exceptional performance in revenue and profitability, the positive share price
performance over the year as well as the continued focus on delivering the strategic plan and enhancing
value for our shareholders.
In light of the Group's overall strong performance across 2025 as well as the shareholder context
set out above, the Committee was comfortable that the formulaic outcome for the annual bonus was fair
and appropriate. As a result, no adjustments were made and no discretion was exercised in relation to the
outcome of the bonus.
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In addition to the annual bonus, the Committee also rewarded the Executive Directors with a
Long Term Incentive Plan award (the "LTIP") under the Global Omnibus Plan. As more fully described at
page 143, the LTIP will vest in three years based on the assessment of performance against targets and
is subject to a post vesting two year sale restriction on net shares. 60% of annual variable compensation
is awarded to the Executive Directors in equity, clearly aligning the interests of the Executive Directors
with those of our shareholders.
The Committee also approved the vesting of the Legacy RLTIP and the Legacy Conditional Share
Award for the CEO including dividend equivalents. These awards relate to legacy remuneration
arrangements established prior to the company’s listing. As such, the vesting levels and associated costs
reflect commitments made under a previous structure rather than the current executive pay policy.
Oversight for Employee Remuneration
In accordance with the Company's overarching Remuneration Policy, the Committee has
oversight for reward for the wider employee group. The Committee continues to oversee the assessment
of the Material Risk Takers ('MRTs') in accordance with requirements under the Investment Firms
Prudential Regime ('IFPR'), reviews the annual bonus and salary pool and its allocation across Control
and Support employees and approves the bonuses awarded to and all salary changes for all MRTs. The
Committee has an unwavering commitment to ensuring all employees and their managers are held
accountable against conduct and behavior standards that reflect the Company's core values: be
collaborative, act with integrity, be adaptable and entrepreneurial, be respectful and nurture talent.
2025 Executive Director policy
The Committee is satisfied that the policy presented to shareholders in the 2024 Annual Report
remains appropriate for 2026 and therefore no changes are being proposed at this time.
The base salary level for the CEO will remain unchanged. Having consulted with our
remuneration advisors, the Committee felt it is appropriate to make a modest increase to the CFO’s base
salary of 5.7% to ensure we continue to provide a competitive fixed salary for this role commensurate with
his performance since appointment.
Other Matters:
In April and May 2025 respectively, two of our Non-Executive Directors, Henry Richards and
Roger Nagioff, resigned from their roles at the Company. Henry and Roger have received all contractual
payments in accordance with their service agreements. Further details are set out on page 144.
What to Expect in 2026
As we look across 2026, the Committee will continue to be focused on ensuring that all
employees are rewarded fairly for their contribution to the future success of Marex. This priority is
especially important as we continue to grow through acquisitions. These initiatives include rolling out an
HMRC tax-advantaged Sharesave Scheme in the UK and a qualifying Employee Share Purchase Plan in
the U.S. (the launch being delayed while the acquisitions completed). Our goal is to provide access for
employees in our main operational locations to invest in our Company and share in the success of Marex.
The Committee will be working with the Executive Directors on other initiatives to foster a collegiate and
supportive environment for all our employees. The successful launch of the Women’s Affinity Network
(“WAN”) in the UK in 2025 will be followed by the expansion of WAN in other major locations. As Marex
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continues to evolve and bring new businesses in to our Group we will also continue to assist the
Company to drive initiatives to attract and retain the best talent, as well as support employees in
developing their careers and contributing to the success of our Company.
Conclusion
We hope you will support our Directors’ Remuneration Report for 2025 at our Annual General
Meeting. We continue to strongly believe that the Directors' Remuneration Policy closely aligns the
interests of our Directors with our Shareholders and will continue to deliver appropriate reward for
exceptional results. We do monitor shareholder views on executive remuneration and would welcome any
feedback on remuneration at Marex.
On behalf of the Committee, we are grateful for your support for this Directors' Remuneration
Report for 2025 and wish you all the best for 2026.
Linda Myers
Chair of the Remuneration Committee
March 25, 2026
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Directors' Remuneration Policy
The current Remuneration Policy applies with effect from 28 May 2025, being the date on which
shareholders were asked to approve the policy at the 2025 AGM. The full 2025 Remuneration Policy is
set out in the 2024 Annual Report (pages 111-122) which is available on the Company's website at
www.marex.com and in the 20-F Marex Group PLC FY24.
Executive Directors
Executive Directors' Remuneration Policy table
The Company currently has two Executive Directors. The following table sets out the policy in
respect of the components of remuneration which Executive Directors currently receive. Any newly
appointed Executive Director would also be eligible to receive these components of remuneration.
Element, purpose and link to strategy | Operation | Maximum opportunity | Performance measures |
Base salary Element of fixed pay that reflects the individual’s role, position, experience and contribution to the Group | Base salaries are paid in cash and typically reviewed annually, with any changes normally taking effect from January 1. Out-of-cycle reviews may be conducted if considered appropriate by the Committee. Base salaries are typically set with reference to comparator groups consisting of peers in the global financial services sector and wider industry. The Committee has the flexibility to set the salary of a new hire at a discount to the market and to realign it in subsequent years as the individual gains experience in the role. In exceptional circumstances, the Committee may agree to pay above market levels to secure or retain an individual who is considered by the Committee to possess significant and relevant experience that is critical to the delivery of the business strategy. | There is no prescribed maximum, annual increases will normally be made with reference to wider business performance, economic indicators, and increases made to the wider workforce. Higher increases may be made, for example, where there have been significant changes in the responsibility in a role, to recognise experience, where there are large variances to the market, in the case of a new Executive Director appointed on a salary below the market rate, or where there is a significant change in the relationship of the Company relative to a peer group. | Not applicable. |
Pension To provide a market competitive level of retirement provision | Mandatory retirement provision required by law (or similar) in the jurisdiction in which the Executive Director is resident will be provided. Pension provision is provided in the form of a defined contribution (DC) pension. | Any mandatory retirement provision required by law (or similar) in the jurisdiction in which the Executive Director is resident will be provided. Currently Executive Directors are entitled to an employer pension contribution of 6% of base salary up to a base of £123,600. Any changes to pension provision or opportunity to elect for a cash allowance instead of a pension contribution will be aligned to the pension provision available to all other qualifying employees. | Not applicable. |
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Element, purpose and link to strategy | Operation | Maximum opportunity | Performance measures |
Benefits To provide a market competitive level of benefits | Benefits that are currently provided include private medical, life insurance and income protection. The Committee can provide additional benefits it deems reasonable. | There is no defined maximum. Benefits are set at what are in the Committee’s opinion reasonable taking into account wider Company policy, market practice and individual circumstances. The Committee regularly reviews benefit costs to ensure they are appropriate and affordable. | Not applicable. |
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Element, purpose and link to strategy | Operation | Maximum opportunity | Performance measures |
Annual bonus To motivate employees and incentivize delivery of annual performance targets | Annual bonuses may be paid partly in cash and partly in deferred equity pursuant to the Company's Deferred Bonus Programme (DBP) under the Global Omnibus Plan. The Committee will have regard to relevant regulatory requirements when determining the form and length of any deferral arrangements. Performance targets are normally set at the beginning of the performance period and are assessed at the end of the financial period. The Committee has discretion to adjust the formulaic outcome upwards or downwards to ensure outcomes reflect overarching Company performance and/or management contribution. Any adjustment made using this discretion will be explained. Malus and clawback apply. Refer to the notes to the policy table. Awards are still outstanding under legacy deferred bonus plans. Refer to the notes to the policy table. | The maximum annual bonus that may be awarded will be 600% of salary. The maximum opportunity for each year will be advised to the CEO and CFO at the beginning of the performance year. | Performance measures may include both business and individual performance and may include a combination of financial and non-financial measures. The majority of the bonus will be linked to financial performance. Detail on performance measures and the associated rationale for their selection will be disclosed in the relevant annual report. The Committee has discretion to amend performance measures and targets after they have been set if events occur that the Committee considers mean that the original performance measures and/or targets are no longer a fair test of performance |
Equity incentives to motivate and incentivize delivery of sustained, long-term performance and to align participants’ interests to that of shareholders | Allows for grants of equity incentive awards under the Global Omnibus Plan. Executive Directors are eligible to participate in equity incentive programmes that are implemented under the Global Omnibus Plan from time to time Equity awards are typically made in the form of performance shares under the Long-term Incentive Plan (LTIP) linked to Group performance over a three-year performance period. Both the Executive Directors participate in an annual LTIP and the CFO has been awarded a one-off retention long term incentive plan award (RLTIP) granted in connection with the IPO. The Committee may deem it appropriate to deliver LTIP awards in other forms or using alternative vehicles under the Global Omnibus Plan. These vehicles may include, but are not limited to, share options, restricted shares, restricted stock units, performance shares, performance share units, phantom stock, and/or any other equity-based or cash-based LTI instruments as may be considered appropriate from time to time. When determining award values and the form of vehicle used, the Committee will consider the certainty of value associated with the relevant delivery vehicle and have due regard for the overall limits in the policy Under the LTIP and RLTIP, the Committee has discretion to allow participants to receive dividend equivalents in relation to the period between grant and vesting in respect of awards that vest. The Committee has discretion to adjust the formulaic outcome upwards or downwards to ensure outcomes reflect overarching Company performance and/or management contribution. Any adjustment made using this discretion will be explained. Malus and clawback apply. Refer to the notes to the policy table. The CEO has an outstanding award under a legacy annual long term incentive. Refer to the notes to the policy table. | The maximum annual long- term incentive award that may be awarded for each year is up to 200% of Base Salary with the actual level of awarded determined each year. Typically, under the LTIP, 50% of the maximum award typically vests for achieving threshold performance, increasing on a graduated scale to 100% of the maximum opportunity vesting for achieving maximum performance. For exceptional performance, the number of shares receivable will increase by 15% (i.e. up to 230% of salary if a 200% of base salary grant is made and if the pre-set exceptional performance target for the three year performance period has been met. | The Committee selects performance measures that support the Company’s long- term strategic priorities, provide a direct link with shareholder value and ensure a clear line of sight for participants between performance and reward. Detail on performance measures and the associated rationale for their selection will be disclosed in the relevant annual report. The Committee has discretion to amend performance measures and targets after they have been set if events occur that the Committee considers mean that the original performance measures and/or targets are no longer a fair test of performance. |
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Notes to the Executive Director Policy Table
Malus and Clawback
Annual bonus and DBP awards
The Committee may reduce bonus payments if it determines that the outturn does not accurately
reflect the broader financial situation of the Company. Malus and clawback will apply for five years from
payment / the grant of a DBP award, for:
•financial misstatement or calculation error;
•misconduct, misbehavior or material error;
•failure of risk management;
•material downturn in financial performance, contribution to circumstances giving rise to significant
losses, failures of fitness and propriety; and
•reputational damage, corporate failure.
Bonuses and DBP awards may be subject to clawback beyond the fifth anniversary of the grant
date to the extent required by the Securities and Exchange Commission (SEC) and Nasdaq rules in the
event of certain financial misstatements.
Equity incentives including LTIP awards
Malus and clawback provisions may vary depending on the terms of individual awards but the
Global Omnibus Plan allows for malus or clawback to be applied in the following circumstances for five
years from the grant of an equity incentive award:
•financial misstatement or calculation error;
•misconduct, misbehavior or material error;
•contribution to circumstances that give rise to significant losses to the Company;
•breach of codes of conduct or failure to meet standards of fitness and conduct;
•significant impact on the reputation of the Company;
•and serious financial downturn, corporate failure or a failure of risk management.
Equity incentive awards may be subject to clawback beyond the fifth anniversary of the grant date to the
extent required by the SEC and Nasdaq rules in the event of certain financial misstatements.
Legacy Deferred Bonus Plan
Executive Directors are also set to receive further vestings under the 'legacy' deferred bonus plan
that was operated in 2023. Deferred share awards vest over three years on the first, second and third
anniversary of the date of grant. No further awards will be granted under the legacy deferred bonus plan.
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The third and final tranche of the 2021 deferred annual bonus plan vested on March 6, 2025. The
second tranche of the 2022 deferred annual bonus is due to vest on May 4, 2025. No further awards will
be granted under the legacy deferred bonus plans.
Legacy Annual Long Term Incentive Plan
In addition to the awards granted under the Global Omnibus Plan, the CEO continues to hold a
share award that was granted prior to the IPO under the Company's previous annual long term incentive
plan (Legacy Annual LTIP). The Legacy Annual LTIP has been superseded by the Global Omnibus Plan
but the award will still vest in accordance with its terms. No further awards will be granted under the
Legacy Annual LTIP.
The CEO's Legacy Annual LTIP award will vest on the later of September 6, 2026, the date on
which the performance condition is assessed and the date on which the audited accounts of the Company
for 2025 are released.
Performance measures for the CEO's Legacy Annual LTIP award consist of the achievement of
an average ROE hurdle of 12% and an adjusted profit before tax target.
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Other matters
In addition to the above, the Company is entitled to honour any contractual entitlement to
remuneration or benefits, and any cash or equity incentive awards, which is or are held by: (i) any current
or former Executive Director on the Effective Date of this policy; or (ii) an employee or officer of the Group
on the date they are promoted to the role of Executive Director, including the vesting of the legacy equity
incentive awards referred to above. Appropriate disclosure will be made of any remuneration paid (or
similar) to an Executive Director pursuant to any such arrangements.
The Company may reimburse all reasonable expenses incurred by an Executive Director in
connection with their role. This may include expenses in attending Board or Board-committee meetings,
or the Company may alternatively provide a travel allowance for such purpose. This may also include
items which, for tax purposes, are treated as a taxable benefit, and in which case the Company may also
pay any such tax on behalf of the Executive Director.
External Non-Executive appointments
Prior to accepting any position on the board of directors of any organisation, whether for-profit or
not-for-profit, current directors should notify the Chair of the Board and the Company Secretary. The Chair
of the Board and the Company Secretary shall review the proposed board membership to ensure
compliance with applicable laws and policies, including the Company’s conflict of interest policies. Absent
the prior approval of the Board, members of the Board are not permitted to serve on the board of directors
or similar governing body of other financial services organisations. Any fees received are retained by the
Executive Director.
Difference between Executive pay and pay of other employees
The key difference between the remuneration policy for Executive Directors and the remuneration
policy for other employees is the long-term performance aspect applicable to Executive Director
remuneration. A greater proportion of Executive Director's remuneration is deferred and delivered in the
form of Company shares. Executive Director remuneration also includes various retention periods (the
period depending on the type of award) and post-employment shareholding requirements that do not
apply to the majority of other employees.
Committee Discretion
The Committee operates under the powers it has been delegated by the Board. The Committee
operates Marex's incentive plans in accordance with the relevant plan rules and applicable legislation
where relevant. The plan rules provide the Committee with a number of discretions to ensure effective
operation of the plans. These discretions are consistent with standard market practice and include (but
are not limited to) the following:
•determining participation in incentive plans and the timing and quantum of grants of awards and/or
payments; the choice of (and adjustment of) performance measures and targets and determining
the extent of vesting based on the assessment of performance; determining whether and to what
extent dividend equivalents should apply to awards; and determining whether (and if so, to what
extent) malus and clawback shall be applied to any award;
•overriding formulaic annual bonus outcomes and LTIP/RLTIP vesting outcomes;
•making appropriate adjustments required in certain circumstances, for instance for changes in
capital structure (or any similar corporate event);
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•determining the application of retention periods;
•determining “good leaver” status for incentive plan purposes and applying the appropriate
treatment; and
undertaking the annual review of weighting of performance measures and setting targets for the annual
bonus plan and LTIP awards from year to year.
Service contracts
The Executive Directors are employed on permanent contracts, terminable by either party on one
year's notice. The Company may require the Executive Director to be on garden leave during all or any
part of the period of notice (whether given by the Executive Director or the Company).
The Executive Directors' service contracts are available for inspection at the Company’s
registered office during normal hours of business, and will also be available at the Company’s AGM until
the close of the meeting.
Internal promotions
In the event that an employee of the Group is promoted to the role of Executive Director, the
Company will be permitted to honour the terms of the employee's existing employment agreement.
External Recruitment
The Company's policy is that any new agreement with a newly appointed Executive Director
would generally comply with the following principles:
Notice period | The notice period would be 12 months in the case of notice being given by both the Company and the Executive Director. An Executive Director may be placed on garden leave during the notice period. |
Payment in lieu of notice ("PILON") | The contract may include provision for the contract to be terminated summarily by paying a PILON comprising basic salary and pension for the remainder of the notice period. PILON will not apply on termination for misconduct. The Company will have discretion to pay on a phased basis, subject to mitigation. |
Retirement benefits | The service contract may include entitlement to retirements benefits, subject to the provisions and limits set out in this Remuneration Policy. The entitlement to retirement benefits may continue during any notice period. |
Benefits | The service contract may include entitlement to other benefits, subject to the provisions and limits set out in this Remuneration Policy. The entitlement to other benefits may continue during any notice period. |
Cash and Equity incentive plans | The Executive Director will be eligible to be considered (at the Committee's discretion) to participate in the Company's annual bonus arrangements and long term incentive arrangements (whether cash or equity based). Participation in such arrangements will be subject to the provisions and limits set out in this Remuneration Policy. |
New service contracts will also take account of any local law requirements.
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Approach to recruitment remuneration
In recruiting an Executive Director, including on promotion of an employee or officer from within
the Group to the role of Executive Director, the Committee will offer the recruit a remuneration package
that it believes is appropriate, taking into account the skills and experience of the individual and the need
to recruit, retain and motivate individuals of the appropriate calibre.
The remuneration package offered may include the components of remuneration described
above in the Executive Directors' Remuneration Policy table.
For external hires, the Committee may determine that it would be appropriate to buy-out any
existing incentive awards held by the individual that are forfeited as a result of the individual leaving their
former employer. The Committee may also determine that it would be appropriate to grant recruitment-
related awards. In the case of any buy-out of an equity based award, or the grant of any recruitment-
related award, the award would normally be granted as an equity based award (but may instead be
granted as a cash award), subject to such vesting and/or performance conditions as the Committee
determines to be appropriate, either under a one-off arrangement or under the terms of the Global
Omnibus Plan. In determining the terms of such awards, the Committee will take into account the value,
vesting schedule and conditions attached to the forfeited awards (in the case of buy-out awards), but also
other factors that it determines to be relevant, including the need to suitably incentivise and retain the
individual during the initial years of their office.
The maximum level of variable remuneration that may be granted to any new Executive Director
will be set in line with the Directors' Remuneration Policy table. For the avoidance of doubt, the value of
any buy-out or recruitment-related award shall not be included within this maximum.
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Loss of office payments
Contractual entitlements
A departing Executive Directors' rights in respect of salary, retirement benefits and contractual
benefits will be determined in accordance with their service contract (see above).
Incentive plans
The terms of a departing Executive Directors' participation in any annual bonus or long term
incentive plans will be governed by the terms of such arrangements and the terms of the Global Omnibus
Plan. The treatment of incentive awards in these scenarios is also subject to the Company's obligations
under the MIFIDPRU Remuneration Code, as set out in the Company's IFPR Remuneration Policy.
Annual Bonus – The service contracts do not oblige the Company to pay an annual bonus to
Executive Directors and bonuses are awarded at the Committee’s discretion. Payment of any bonus is
conditional upon the Executive Director being in employment and not under notice at the payment date,
except in certain "Good Leaver" circumstances. Where the director is deemed to be a "Good Leaver",
they may still remain eligible to receive a pro-rata annual bonus for the year of their departure, at the
Committee's discretion. Good Leaver reasons are: (i) death; (ii) injury or disability; (iii) sale of the
employing business or company; (iv) redundancy; (v) mutual agreement; (vi) becoming a "Career
Retiree"; and (vii) any other reason as may be determined by the Committee.
Deferred Bonus Programme – Under the DBP, any unvested tranches of an award will lapse if a
participant leaves, other than as a "Good Leaver".
Awards will remain capable of vesting on their normal vesting dates if the participant departs due
to a Good Leaver reason, being: (i) death; (ii) ill-health, injury or disability; (iii) sale of the employing
business or company; (iv) redundancy; (v) mutual agreement; (vi) becoming a "Career Retiree"; and (vii)
any other reason as may be determined by the Committee.
Annual LTIP – Under the Annual LTIP, unvested awards will lapse to the following extent if a
participant ceases employment:
•in full on the participant ceasing employment prior to the first anniversary of grant;
•as to 67% on the participant ceasing employment after the first anniversary of grant but before the
second anniversary of grant; and
•as to 33% on the participant ceasing employment after the second anniversary of grant but before
the third anniversary of grant.
However, unvested awards will remain capable of vesting on their normal vesting date if a
participant leaves for a "Good Leaver" reason, being (i) death; (ii) ill-health, injury or disability; (iii) sale of
the employing business or company; (iv) redundancy; (v) mutual agreement; (vi) becoming a "Career
Retiree"; and (vii) any other reason as may be determined by the Committee.
The vesting of any award will remain subject to the achievement of the applicable performance
conditions. The extent to which an award vests shall be reduced to reflect the time elapsed from the grant
date to the date of cessation or date of notice, unless the Committee determines otherwise.
Any remaining portion of an award may still lapse if the Executive Director were to subsequently
become a "Bad Leaver".
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Retention LTIP – Under the RLTIP, unvested awards will lapse in full if a participant leaves.
However, unvested awards will remain capable of vesting on their normal vesting date if a participant
leaves for a "Good Leaver" reason, being (i) death; (ii) ill-health, injury or disability; (iii) sale of the
employing business or company; and (iv) any other reason as may be determined by the Committee.
The vesting of any award will remain subject to the achievement of the applicable performance
conditions. The extent to which an award vests shall be reduced to reflect the time elapsed from the grant
date to the date of cessation or date of notice, unless the Committee determines otherwise.
Any remaining portion of an award may still lapse if the Executive Director were to subsequently
become a "Bad Leaver".
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Legacy Annual LTIP – Under the Legacy Annual LTIP, the CEO's award will lapse to the following
extent if he ceases employment:
•as to 67% on ceasing employment after September 6, 2024 but before September 6, 2025; and
•as to 33% on ceasing employment on or after September 6, 2025 but before September 6, 2026
(being the third anniversary of grant).
However, the CEO's unvested award will remain capable of vesting on its normal vesting date if
the CEO leaves for a "Good Leaver" reason, being (i) death; (ii) ill-health, injury or disability; (iii) sale of
the employing business or company; (iv) redundancy; (v) mutual agreement; (vi) the participant becoming
a "Career Retiree" and (vii) any other reason as may be determined by the Committee.
The vesting of the CEO's award will remain subject to the achievement of the applicable
performance conditions. The extent to which his award vests shall be reduced to reflect the time elapsed
from the grant date to the date of cessation or date of notice, unless the Committee determines otherwise.
Any remaining portion of an award may still lapse if the CEO were to subsequently become a
"Bad Leaver".
Legacy Deferred Bonus Plans – Under the Legacy Deferred Bonus Plan, any unvested tranches
of an award will lapse if a participant leaves, other than as a "Good Leaver".
Awards will remain capable of vesting on their normal vesting dates if a participant leaves due to
a Good Leaver reason, being: (i) death; (ii) ill-health, injury or disability; (iii) sale of the employing
business or company; (iv) redundancy; (v) mutual agreement; (vi) becoming a "Career Retiree"; and (vii)
any other reason as may be determined by the Committee.
Other
The Company may enter into new contractual arrangements with a departing Executive Director
in connection with their cessation of office or employment, including (but not limited to) in respect of
settlement of claims, confidentiality, restrictive covenants and/or consultancy arrangements, where the
Committee determines it necessary or appropriate to do so. The Company may pay reasonable legal fees
on behalf of an Executive Director in connection with their cessation of office and employment. The
Company may agree to provide other ancillary or non-material benefits, payments or similar to a
departing Executive Director.
Corporate actions
The treatment of incentive awards in the event of a corporate action affecting the Company will be
determined in accordance with the terms of such awards and the terms of the Global Omnibus Plan. The
treatment of incentive awards in these scenarios is also subject to the Company's obligations
under the MIFIDPRU Remuneration Code, as set out in the Company's IFPR Remuneration Policy.
Awards granted under the DBP, LTIP, Retention LTIP and Legacy Annual LTIP, and awards
granted in 2023 under the Legacy Deferred Bonus Plan will not vest early on a corporate action but will
remain capable of vesting on the normal vesting date (subject to any discretionary adjustment by the
Committee to reflect the corporate action). For the LTIP, Retention LTIP and Legacy Annual LTIP, the
extent to which awards vest will continue to be subject to the applicable performance conditions.
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Non-Executive Directors
Non-Executive Directors' Remuneration table
Element | Operation | Maximum Opportunity | Performanc e Measures |
Fees To attract and retain high-calibre Non- Executive Directors | Fees will typically consist of a basic fee for Non-Executive Director responsibilities plus incremental fees for additional roles/responsibilities such as membership and chairmanship of Board committees and the Senior Independent Non-Executive Director role. The Non-Executive Directors receive a portion of their fees in cash and a portion in the form of an award of additional shares (see Equity Awards section). The Non-Executive Directors do not receive any pension from the Company, nor do they participate in any performance-related incentive plans. | There is no prescribed maximum. The fee levels are reviewed on an annual basis and may be increased by the Group taking into account factors such as wider economic conditions, the time commitment of the role, and market levels in comparable companies. | Not applicable. |
Benefits To reimburse Directors for reasonable expenses incurred | Non-Executive Directors may receive travel, accommodation and other business-related expenses incurred in carrying out their duties. Non-Executive Directors are entitled to receive officers' liability insurance. Other reasonable benefits may be provided to Non-Executive Directors at the discretion of the Committee. | No formal maximum | Not applicable |
Equity Awards To attract and retain high-calibre Non- Executive Directors. For public companies listed in the United States, equity-based remuneration is a standard component of Non-Executive Director remuneration | As part of their fees, Non-Executive Directors are eligible to receive an annual fixed award over ordinary shares in the Company pursuant to the Non-employee Sub-Plan of the Global Omnibus Plan. Any shares awarded will not be subject to performance conditions. Awards vest on a daily basis over a 12 month period and are not subject to any post vesting sale restrictions. | No formal maximum | Not applicable |
Notes to the Non-Executive Director policy table
In addition to the above, the Company is entitled to honour any contractual entitlement to
remuneration or benefits, and any cash or equity incentive awards, which are held by any current or
former Non-Executive Director on the Effective Date of this policy. Appropriate disclosure will be made of
any remuneration paid (or similar) to a Non-Executive Director pursuant to any such arrangements.
The Company may reimburse all reasonable expenses incurred by a Non-Executive Director in
connection with their role. This will include expenses in attending Board or Board-committee meetings, or
the Company may alternatively provide a travel allowance for such purpose. This may also include items
which, for tax purposes, are treated as a taxable benefit, and in which case the Company may also pay
any such tax on behalf of the Non-Executive Director.
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Terms of appointment and terms on termination of office
Current Non-Executive Directors
Details of the letters of appointment currently in place for the Non-Executive Directors are as
follows:
Date of letter of appointment | Unexpired term at AGM | |
Robert Pickering | 6/5/2024 | 2 years |
Linda Myers | 6/5/2024 | 2 years |
Sarah Ing | 6/5/2024 | 2 years |
Konstantin Graf von Schweinitz | 6/5/2024 | 2 years |
John Pietrowicz | 6/5/2024 | 2 years |
Each of the letters of appointment provide for a three month notice period (from either the
Company or the individual). Non-Executive Directors will be entitled to any outstanding fees (including a
pro-rata portion of their equity award) and reimbursed expenses owed to them prior to the date of
termination. The letters do not otherwise include any provision for benefits upon a termination of service.
All Non-Executive Director letters of appointment are available for inspection at the Company’s
registered office during normal hours of business, and will also be available at the Company’s AGM until
the close of the meeting.
New Non-Executive Directors
The Company's policy is that any letter of appointment for any newly elected Non-Executive
Director will include an entitlement to fees, notice and an equity award in line with the policy above.
Approach to recruitment remuneration
When recruiting Non-Executive Directors, the remuneration arrangements offered will be in line
with those set out in the policy above.
Application of this policy for Executive Directors in the year ending December 31, 2026
Total remuneration for each Executive Director for a minimum, target, maximum and maximum
plus 50% share price growth over the vesting period for the LTIP is presented in the charts below.
The ‘Minimum’ scenario shows fixed remuneration only, i.e. salary, pension and benefits. The
'Target' scenario shows fixed remuneration plus on target payout under the annual bonus and LTIP. The
'Maximum' scenario shows fixed remuneration plus maximum payout under annual bonus and LTIP
(including full vesting of the stretch element of the annual LTIP). For simplicity, the charts exclude
dividend accrual, and exclude the effect of any share price movement except in the 'Maximum +50%'
scenario. For the 'Maximum plus 50%' scenario, all elements are the same as for the maximum scenario,
but assuming 50% share price growth across the vesting period for LTIP awards.
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CEO
g Fixed Remuneration | ||
g Annual Bonus | ||
g LTIP | ||
19%
14%
16%
10%
73%
69%
70%
100%
CFO
g Fixed Remuneration | ||
g Annual Bonus | ||
g LTIP | ||
39%
29%
20%
50%
43%
48%
100%
20 %
13%
12%
100%
32%
21%
18%
For purposes of the above charts, benefits figures are illustrative based on 2026 figures.
Specific statements
Statement of consideration of employment conditions elsewhere in the Group
Policy on Directors’ Remuneration compared with employees generally
The Committee is consulted and has general oversight of pay policies below Board level,
including but not limited to the determination of the size and affordability of the annual discretionary bonus
pool and the setting of the salary pool each year. These policies are taken into account when setting the
Directors’ Remuneration Policy. As a general rule, the same principles are applied to Directors’ fixed
remuneration, pension contributions in the relevant location and benefits as are applied to employees
throughout the Group. The Company seeks to pay all employees a competitive level of fixed remuneration
based on their experience and the requirements of the role. Pension and benefits are provided to all
employees reflecting local practices in all jurisdictions where we operate.
The Company operates multiple bonus arrangements for different categories of employee,
consisting of: a discretionary bonus pool scheme; a formulaic bonus pool/discretionary allocation scheme;
and formulaic allocation cash bonus schemes. Brokers’ and other revenue linked bonus schemes are
described below and may operate on a quarterly, bi-annual or annual basis; all other bonuses are
generally discretionary annual bonuses. In addition to such periodic schemes, Marex may from time to
time operate ad hoc exceptional bonus schemes in connection with specific projects or exceptional
events. All employees including Material Risk Takers are eligible to participate in these bonus schemes, at
the discretion of the Committee.
The Company operates a mandatory bonus deferral plan for all employees identified as Material
Risk Takers. Other senior employees may also be identified as a participant in the annual Company
Deferral plan. Deferral is made in conditional shares subject to a three year vesting period and a six
137
month post vesting sales restriction. Deferred bonus awards are subject to malus and clawback in line
with the Executive Directors.
Throughout the annual discretionary bonus review cycle, the assessment of individual conduct,
behaviour and performance is a top priority with all employees participating in the annual performance
review process, including ratings being reviewed by the Management Committee during the annual
calibration process. The Chief Risk Officer together with the Heads of Compliance, Human Resources,
Risk and Internal Audit form the Conduct Review Panel through which they identify any employee where
their conduct or behaviour has fallen below acceptable levels and may lead to a bonus reduction
accordingly. Through these processes, they review year-end bonus outcomes to ensure these are
appropriate taking into account any risk events or breaches that have occurred during the year. Subject to
the discretion of the Executive Directors and the Committee for regulated staff, variable pay awards may
be risk-adjusted or held pending a formal investigation to ensure reward is clearly linked to performance,
behaviour and conduct.
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Remuneration Policies for Brokers and other Revenue Producers
Broker and other revenue producers variable pay is based on the principle that their remuneration
is directly linked to financial performance, generally at a desk/team level, and is calculated in accordance
with agreed terms set out in contracts of employment. These calculations take into account the fixed costs
of the Brokers; variable remuneration payments are therefore based on the profits that the Brokers
generate for the business together with an assessment of individual performance including conduct and
behaviours. Typically, Brokers receive a fixed salary/draw paid regularly throughout the year, with a
significant portion of variable remuneration dependent on their revenue performance and conduct.
Brokers also participate in benefit and pension arrangements applicable more broadly to other employees
in the location where they are employed.
Remuneration Policies for Control & Support Employees - including Material Risk Takers
Variable remuneration for Control & Support employees will be paid only if it is sustainable
according to the financial situation of the Company as a whole, and justified on the basis of the
performance of the Company, the business unit and the individual concerned. Decisions on actual bonus
awards are made independent of the performance of the business areas they support. Control and
Support employees do not report directly to revenue producers. All Heads of Control & Support functions
have been designated as MRTs. Their remuneration is reviewed by the relevant Remuneration Committee
as part of the annual review of MRT pay.
Statement of consideration of shareholder views
The Company is committed to shareholder dialogue and takes an active interest in voting
outcomes. The Committee consulted extensively with the major shareholders when introducing the Global
Omnibus Plan as part of the IPO process, and has continued to consult with our major shareholder in
relation to the incentive arrangements for Executive Directors as outlined in this Remuneration Policy. The
Committee will also consider shareholder feedback received in relation to the Directors’ Remuneration
Report following the AGM. This, plus any additional feedback received from time to time, will then be
considered as part of the Committee’s annual review of the Remuneration Policy and its implementation.
The Committee may make minor changes to this policy that do not have a material advantage to
directors without seeking shareholder approval.
Executive Directors
Single total figure of remuneration for each Executive Director
The amount earned by each of the Executive Directors for the year ended 31 December 2025 is
set out in the table below:
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Ian Lowitt | Rob Irvin | |||||
20251 | 20242 | 20251 | 20242 | |||
$'000 | $'000 | $'000 | $'000 | |||
Fixed Pay | Salary | 1,317 | 1,280 | 658 | 608 | |
Benefits | 25 | 19 | 2 | 2 | ||
Pension | - | - | 10 | 9 | ||
Total fixed remuneration (A) | 1,342 | 1,299 | 670 | 619 | ||
Variable Pay3 | Annual bonus - cash | 3,593 | 3,025 | 968 | 673 | |
Annual bonus - deferred shares | 4,072 | 2,618 | 629 | 338 | ||
LTIP | - | - | - | - | ||
Sub-total - ordinary course variable pay (B) | 7,665 | 5,643 | 1,597 | 1,011 | ||
Sub-total - single total figure, excluding legacy arrangements (A+B)3 | 9,007 | 6,942 | 2,267 | 1,630 | ||
RLTIP - Legacy Award granted in December 20214 | 8,261 | - | - | - | ||
Sub-total -legacy variable pay (C) | 8,261 | - | - | - | ||
Total Variable remuneration, including legacy arrangements (B+C) | 15,926 | 5,643 | 1,597 | 1,011 | ||
Single total figure, including legacy arrangements (A+B+C) | 17,268 | 6,942 | 2,267 | 1,630 | ||
1.Executive Directors are paid in GBP, table reflects 2025 GBP to USD @1.31696
2.Executive Directors are paid in GBP, table reflects 2024 GBP to USD @ 1.27955.
3.For the CEO,the single total figure excluding legacy arrangements is $9,007,000
4.The CEO received vesting of Legacy RLTIP during 2025, including dividend equivalents. The value reported above reflects 245,811 shares at the
share price on at close on 10 March 2025 of $31.77 plus the cash payment of $452,000 by way of dividend equivalents on these shares.This award
relates to a legacy remuneration arrangement established prior to the company’s listing with an original grant date of 21 December 2021. As such,
the vesting levels and associated costs reflect commitments made under a previous structure rather than the current executive pay policy, see
Statement of Directors' shareholding and interests below for details.
The CEO also received a distribution of 142,709 shares in relation to a legacy Nil Cost Warrant
during the year. The distributed shares had a per share value of $46.46 and were settled on 16 May 2025.
This is a historic award, granted pre-IPO, and was not a performance-based award. Further details are
set out on pages 143 and 147.
Details of amounts included in the single total figure for the year ended 31 December 2024
Benefits
The following benefits were available to the Executive Directors during the year ended 31
December 2025:
Private medical, life insurance, pension and income protection. The taxable value of all benefits
provided is included in the table above. The CFO participated in the Company pension plan. Company
contributions into the plan are included in the table above.
Annual Bonus in respect of 2025
In 2025, the CEO and CFO were eligible for a bonus up to 600% and 250% of salary respectively.
The annual bonus was assessed by taking into account various performance measures, weighted
as to 75% on financial performance and as to 25% on strategic performance (including risk).
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Assessment of performance against financial measure
Financial measure | Weighting | Threshold (25% of max) | Target (50% of max) | Maximum (100% of max) | 2025 outcome | % achieved | Bonus outcome after weighting (% of max) |
Adjusted Profit Before Tax | 37.5% | $310.5m | $345.0m | $379.5m | $418.1m | 100 | 100 |
Adjusted Earnings Per Share1 | 37.5% | $3.07 | $3.41 | $3.75 | $3.99 | 100 | 100 |
1.The Adjusted Earnings Per Share is defined as the Adjusted Operating Profit after Tax Attributable to Common Equity for the period divided by the weighted average number
of ordinary shares for the year.
Assessment of performance against strategic measures
Ian Lowitt
Target | Weighting1 (% of bonus) | Assessment |
Lead the execution of our growth plan for 2025 to 2027 and beyond, including overseeing the evaluation, execution and integration of acquisitions. Continue to promote and incentivise cross selling efforts across the firm to maximise value from clients. | 7% | Continued to drive the business forward, delivering growth across all relevant metrics. Successful acquisitions completed including Aarna, Hamilton Court, Darton, Agrinvest and Winterflood. Appointed a new lead for cross- selling initiative. Achieved a 40% revenue growth in multi- segment clients which is attributable to active cross-sell. |
Ensure Marex operates within the board’s approved risk appetite, complies with legal and regulatory obligations and maintains a strong control framework and operational resilience. Continue to ensure open, transparent and constructive relationships with all Marex’s regulators. | 6% | Oversees a strong control framework and operational resilience. Market risk well inside Board Risk Appetite and “loss days” consistent with history. Credit risk within Appetite; limited realised losses. Issued $500 million of notes in May which was 2.6 times oversubscribed. Maintained investment grade rating through positive interactions with the agencies. |
Build and oversee a strong organisational and people plan commensurate with a firm of Marex’s size and complexity. Grow executive bench and encourage firm- wide cooperation. | 6% | Focussed on developing senior executives to be effective in a larger organization and manage bigger businesses across complex markets. Made some significant senior hires during 2025 who have made immediate impact. |
Set tone from the top to promote a positive culture throughout the firm which encourages and rewards high standards of behaviour and cooperation. Promote positive employee engagement and diversify our employee base. Continue to develop an effective ESG strategy. | 6% | Increased graduate programme, launched the Women’s Affinity Network, and strengthened partnership with Future Frontiers (UK education charity). Steady progress in strengthening the organisation – with voluntary attrition down and an improved Net Promoter score achieved in the Engagement Survey. Maintained employee engagement through regular Town Halls. |
Total for Strategic Measures | 22/25 |
1.Expressed in percentage points summing to 25% in total, 25% being the proportion of the total bonus determined by reference to non-financial metrics.
Rob Irvin
141
Target | Weighting1 (% of bonus) | Assessment |
Move firm towards a controls-based audit for 2026 and ensure that the firm is “SOX” compliant by the end of 2025. | 7% | Successfully led resources across the firm to address historical control processes and drove the firm towards “SOX” compliance whilst embedding a new control structure across key areas of the firm. |
Increase engagement with existing and potential investors to facilitate leadership on all financial matters as well as support the CEO in communicating the firm’s strategic objectives. | 6% | Delivers the financial updates on Investor calls and town halls. Continues to develop direct interaction with investors. |
Ensure Marex operates within the board’s approved risk appetite, complies with legal and regulatory obligations and maintains a strong control framework and operational resilience. | 6% | Successfully recruited experienced resources to develop a bigger and more talented Finance team, with a strong financial reporting framework at the core of the finance operation. Successfully engages with Deloitte to manage the audit process. |
Set tone from the top to promote a positive culture throughout the firm which encourages and rewards high standards of behaviour and cooperation. Continue to develop an effective ESG strategy as Chair of the Sustainability Committee. | 6% | Chaired the sustainability committee and continues to actively lead the team to move towards our stated goals. The Finance team are positive around management support and the team culture fostered within Finance. |
Total for Strategic Measures | 22/25 |
1.Expressed in percentage points summing to 25% in total, 25% being the proportion of the total bonus determined by reference to non-financial metrics.
Up to 60% of the annual bonus was deferred into share awards granted under the DBP (which
will vest in three equal tranches over the 3-year vesting period) with the effect that bonuses were payable
as follows:
Ian Lowitt | Rob Irvin | |
Percentage of maximum annual bonus awarded | 97% | 97% |
Quantum of award – total | $7,664,707 | $1,596,814 |
Quantum of award – paid in cash | $3,592,667 | $967,966 |
Quantum of awards – deferred into share awards | $4,072,040 | $628,848 |
The level of deferral for annual bonuses was set such that, when taken together with the annual
LTIP awards granted to Executive Directors, in aggregate at least 60% of their variable remuneration was
delivered in the form of share awards.
Legacy Long Term Incentive awards
A one-off share-based long-term incentive award was granted to the CEO and other senior
employees under the legacy Marex Group 2021 Retention Long-Term Incentive Plan on 21 December
2021. No further awards will be granted under the Retention Long-Term Incentive Plan.
The CEO's award vested in full over 245,811 shares on March 24, 2025 based on the
achievement of the below performance conditions, including the achievement of an ROE underpin (of at
least 12% per annum averaged across the performance period) and an adjusted profit after tax measure.
The targets are shown in the table below:
Financial measure | Weighting | Threshold (20% of max) | Straight Line Apportionment | Maximum (100% of max) |
Growth in Adjusted Operating Profit After Tax | 100% | average of 5% pa over the Performance Period | more than 5% and less than 12% over the Performance Period | average of 12% pa over the Performance Period |
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The three year performance period ran from 1 January 2022 to 31 December 2024. The ROE
average over the three year period was 20%. Adjusted Profit After Tax over the same three year period
grew by 54%. $5.3m of the vesting value is attributable to share price appreciation
143
Legacy conditional share award
As disclosed on page 195 of the Company's IPO prospectus, the CEO was awarded a conditional
share award over 142,709 ordinary shares in connection with the IPO. That award vested on 25 April
2025, being the twelve-month anniversary of the IPO. Shares were delivered to the CEO shortly
thereafter.
Retirement benefits
No defined benefit or cash balance benefits were provided in the year.
Scheme interests awarded in the year ended 31 December 2025
The following equity awards were granted to Executive Directors during the year ended 31
December 2025. The equity awards were granted under the Global Omnibus Plan and in accordance with
the IFPR Remuneration Policy. The awards were granted on March 11, 2025 over in aggregate 186,819
shares with aggregate grant values of $5,935,266.
Date of grant | Type of award1 | Form of award | Number of shares subject to award2 | Shares receivable if minimum performance is achieved (%)3 | Face value of award at award date | End of period for which performance targets need to be achieved | Vesting schedule | |
Ian Lowitt | March 11, 2025 | Annual LTIP | Performance -based conditional award | 69,475 | 43% | $2,207,221 | 31 December 2027 | Awards will vest in a single tranche on the third anniversary of grant (or the date on which performance conditions are assessed, if later). |
March 11, 2025 | DBP | Service- based conditional award | 82,403 | N/A | $2,617,964 | N/A | Awards will vest in three equal tranches on the first, second and third anniversary of grant (or the date on which the audited accounts are published in each of those years if later). | |
Rob Irvin | March 11, 2025 | Annual LTIP | Performance -based conditional award | 24,316 | 43% | $772,519 | 31 December 2027 | Awards will vest in a single tranche on the third anniversary of grant (or the date on which performance conditions are assessed, if later). |
March 11, 2025 | DBP | Service- based conditional award | 10,625 | N/A | $337,562 | N/A | Awards vest in three equal tranches on the first, second and third anniversary of grant (or the date on which the audited accounts are published in each of those years if later). |
1.Performance Measures under the Annual LTIP are reported on page 151.
144
2.The number of shares under award for both Annual LTIP and DBP awards was calculated using a share price of $31.77, being the closing market price on the dealing day
prior to the grant date.
3.Annual LTIP - shares receivable if minimum performance levels are achieved under both Performance Measures is 50% of the Maximum Performance but 43% of the
shares available for delivering Exceptional Performance.
Non-Executive Directors
Single total figure of remuneration for each Non-Executive Director
The amount earned by each of the Non-Executive Directors for the year ended December 31,
2025 is set out in the table below:
Name | Base fees1 | Other fees2 | Equity awards3 | Total |
Robert Pickering | $395,088 | $3,667 | $120,036 | $518,791 |
Linda Myers | $111,942 | $49,760 | $120,036 | $281,738 |
Sarah Ing | $111,942 | $49,760 | $120,036 | $281,738 |
Konstantin Graf von Schweinitz | $111,942 | $36,591 | $120,036 | $268,569 |
Roger Nagioff4 | $41,189 | $1,869 | $- | $43,058 |
Henry Richards5 | $37,314 | $1,688 | $- | $39,002 |
John Pietrowicz | $111,942 | $16,836 | $120,036 | $248,814 |
The amount earned by each of the Non-Executive Directors for the year ended December 31,
2024 is set out in the table below:
Name | Base fees1 | Other fees2 | Equity awards6 | Total |
Robert Pickering | $357,208 | $- | $217,804 | $575,012 |
Linda Myers | $100,765 | $44,784 | $220,330 | $365,879 |
Sarah Ing | $100,765 | $47,450 | $219,067 | $367,282 |
Konstantin Graf von Schweinitz | $100,765 | $37,320 | $200,943 | $339,028 |
Roger Nagioff4 | $74,599 | $- | $110,088 | $184,687 |
Henry Richards5 | $74,599 | $- | $99,448 | $174,047 |
Madelyn Antoncic7 | $95,876 | $26,009 | $24,144 | $146,029 |
John Pietrowicz | $74,590 | $8,776 | $211,742 | $295,108 |
1.Base fee moved to £85,000 from 1 June 2024 for all members other than the Chair. Chair base fee moved to £300,000 from 1 June 2024.
2.Linda Myers receives £25,000 as Chair of the Remuneration Committee and £10,000 overseas fee allowance, Sarah Ing receives £10,000 as Senior Independent Director,
£25,000 as Chair of the Audit & Compliance Committee, Konstantin Graf von Schweinitz receives £25,000 as Chair of the Risk Committee, Madelyn Antoncic received
£15,000 overseas fee allowance and John Pietrowicz received £10,000 overseas allowance. The dividend equivalent cash received on vested shares is included in this
figure. These figures have been converted into USD using a rate of $1.31696/£1
3.For 2025, the value of shares is based on closing price on 30 May 2025 of $43.07. The actual value deliverable will be dependent on the value at vesting.
4.Roger Nagioff ceased to be a Non-Executive Director of the Company on 13 May 2025. The share award granted to Mr. Nagioff on 8 November 2024 under the Non-
Employee Sub-Plan to the Global Omnibus Plan vested in accordance with its terms, on a time pro-rated basis as to 3,218 shares on 14 November 2025, and the value
included in the table for M Nagioff has been calculated accordingly.
5.Henry Richards ceased to be a Non-Executive Director of the Company on 25 April 2025. The share award granted to Mr. Richards on 8 November 2024 under the Non-
Employee Sub-Plan to the Global Omnibus Plan vested in accordance with its terms, on a time pro-rated basis as to 2,907 shares on 14 November 2025, and the value
included in the table for Mr. Richards has been calculated accordingly.
6.2024 Equity Award values have been restated to reflect the actual closing Marex share price on the date shares were delivered.
7.Dr. Antoncic resigned on 18 December 2024. The amounts included in the table reflect her fees to this date. Her share award vested on a time pro-rated basis relative to the
normal 12 months vesting period as to 692 shares on 14 November 2025, and the value included in the table for Dr. Antoncic has been calculated accordingly. See page 145
for further details.
Details of amounts included in the single total figure for the year ended December 31, 2024
Benefits
Directors and Officers liability insurance is provided to Non-Executive Directors.
Equity awards
145
Non-Executive Directors are entitled to receive an annual award over Company shares worth
$120,036 under the Non-Employee Sub-Plan to the Global Omnibus Plan. There are no performance
conditions attached to the award. Awards vest over a 12 month period and there is no retention period.
Upon a corporate event, awards will not vest but will remain outstanding (subject to any amendments to
the award made by the Board to reflect the occurrence of the corporate event). Malus and clawback
provisions do not apply to the awards. For 2025, the number of shares subject to award was calculated by
reference to the Company's share price on the day prior to grant of $43.07. The values included in the
table represent the value of the Shares subject to the awards on the date awards were formally granted,
30 May 2025. The actual value deliverable will be dependent on the value at vesting.
Scheme interests awarded in the year ended December 31, 2025
The following equity awards were granted to Non-Executive Directors during the year ended
2025. The equity awards were granted under the Global Omnibus Plan. The awards were granted on
March 30, 2025 over in aggregate 13,935 shares with an aggregate grant value of $600,180.
Date of grant | Type of award | Form of award | Number of shares subject to award | Face value of award at award date | Vesting schedule | |
Robert Pickering | 5/30/2025 | Annual Grant | Nil-cost conditional share award | 2,787 | $120,036 | Awards vest in a single tranche on the first anniversary of the grant date. |
Linda Myers | 5/30/2025 | Annual Grant | Nil-cost conditional share award | 2,787 | $120,036 | Awards vest in a single tranche on the first anniversary of the grant date. |
Sarah Ing | 5/30/2025 | Annual Grant | Nil-cost conditional share award | 2,787 | $120,036 | Awards vest in a single tranche on the first anniversary of the grant date. |
Konstantin Graf von Schweinitz | 5/30/2025 | Annual Grant | Nil-cost conditional share award | 2,787 | $120,036 | Awards vest in a single tranche on the first anniversary of the grant date. |
John Pietrowicz | 5/30/2025 | Annual Grant | Nil-cost conditional share award | 2,787 | $120,036 | Awards vest in a single tranche on the first anniversary of the grant date. |
Other payments to Directors in the year ended December 31, 2025
Payments to past Directors
Dr. Antoncic ceased to be a Non-Executive Director of the Company on December 18, 2024. The
share award granted to Dr. Antoncic on 8 November 2024 under the Non-Employee Sub-Plan to the
Global Omnibus Plan vested in accordance with its terms, on a time pro-rated basis as to 692 shares on
November 14, 2025.
Roger Nagioff ceased to be a Non-Executive Director of the Company on May 13, 2025. The
share award granted to Mr. Nagioff on November 8, 2024 under the Non-Employee Sub-Plan to the
Global Omnibus Plan vested in accordance with its terms, on a time pro-rated basis as to 3,218 shares on
November 14, 2025.
146
Henry Richards ceased to be a Non-Executive Director of the Company on April 25, 2025. The
share award granted to Mr. Richards on November 8, 2024 under the Non-Employee Sub-Plan to the
Global Omnibus Plan vested in accordance with its terms, on a time pro-rated basis as to 2,907 shares on
November 14, 2025.
No other payments were made to any past director during the year.
Payments for loss of office
No payments were made in connection with a director's loss of office during the year.
147
Statement of Directors' shareholding and interests
The interests of the Directors, and their connected persons (if any), in the shares, options, and
listed securities of the Company as at December 31, 2025, are set out in the table below.
Interests in shares excluding outstanding scheme interests | Outstanding scheme interests | Total of all share interests and outstanding scheme interests | ||||
Unvested scheme interests (not subject to performance measures) | Unvested scheme interests (subject to performance measures) | Vested but unexercised scheme interests | Total shares subject to outstanding scheme interests | |||
Ian Lowitt | 2,615,016 | 203,920 | 246,890 | n/a | 450,810 | 3,065,826 |
Rob Irvin | 3,785 | 59,713 | 51,997 | n/a | 111,710 | 115,495 |
Robert Pickering | 26,909 | 2,787 | n/a | n/a | 2,787 | 29,696 |
Sarah Ing | 7,348 | 2,787 | n/a | n/a | 2,787 | 10,135 |
Konstantin Graf von Schweinitz | 21,308 | 2,787 | n/a | n/a | 2,787 | 24,095 |
Linda Myers | 19,472 | 2,787 | n/a | n/a | 2,787 | 22,259 |
Madelyn Antoncic | 0 | — | n/a | n/a | — | — |
John Pietrowicz | 19,472 | 2,787 | n/a | n/a | 2,787 | 22,259 |
Henry Richards | 0 | — | n/a | n/a | — | — |
Roger Nagioff | 0 | — | n/a | n/a | — | — |
Further details of the outstanding scheme interests are shown in the following table :
Description | Type | Vesting dates | At 1 January 2025 | Changes during the year | At 31 December 2025 | |||
Granted | Lapsed | Released | ||||||
Ian Lowitt | Legacy Retention LTIP | Conditional award | 3/31/2025 | 245,811 | - | - | 245,811 | - |
Ian Lowitt | Legacy 2022 Annual LTIP | Conditional award | 9/27/2026 | 77,843 | - | - | - | 77,843 |
Ian Lowitt | Legacy 2023 Annual LTIP | Conditional award | 6/5/2027 | 99,572 | - | - | - | 99,572 |
Ian Lowitt | 2024 Annual LTIP | Conditional award | 11/3/2028 | - | 69,475 | - | - | 69,475 |
Ian Lowitt | Legacy Conditional Award | Conditional award | 4/28/2025 | 142,709 | - | - | 142,709 | - |
Ian Lowitt | 2021 Legacy Deferred Bonus Plan | Conditional award | 31/3/2025 | 8,702 | - | - | 8,702 | - |
Ian Lowitt | 2022 Legacy Deferred Bonus Plan | Conditional award | 5/4/2025 5/4/2026 | 92,947 | - | - | 46,473 | 46,474 |
Ian Lowitt | 2023 DBP | Conditional award | 5/17/2025 5/17/2026 5/17/2027 | 112,564 | - | - | 37,521 | 75,043 |
Ian Lowitt | 2024 DBP | Conditional award | 3/11/2026 3/11/2027 3/11/2028 | - | 82,403 | - | - | 82,403 |
Rob Irvin | Legacy 2023 Annual LTIP | Conditional award | 6/5/2027 | 27,681 | - | - | - | 27,681 |
Rob Irvin | 2024 Retention LTIP | Conditional award | 6/6/2027 | 39,473 | - | - | - | 39,473 |
Rob Irvin | 2024 Annual LTIP | Conditional award | 11/3/2028 | 24,316 | - | - | - | 24,316 |
Rob Irvin | 2022 Legacy Deferred Bonus Plan | Conditional award | 5/4/2025 5/4/2026 | 9,346 | - | - | 4,673 | 4,673 |
Rob Irvin | 2023 DBP | Conditional award | 5/17/2025 5/17/2026 5/17/2027 | 7,412 | - | - | 2,470 | 4,942 |
Rob Irvin | 2024 DBP | Conditional award | 3/11/2026 3/11/2027 3/11/2028 | - | 10,625 | - | - | 10,625 |
Robert Pickering | 2024 NED Awards | Conditional award | 11/8/2025 | 6,315 | - | 6,315 | - | |
Robert Pickering | 2025 NED Awards | Conditional award | 30/5/2026 | - | 2,787 | - | - | 2,787 |
Sarah Ing | 2024 NED Awards | Conditional award | 11/8/2025 | 6,315 | - | 6,315 | - | |
Sarah Ing | 2025 NED Awards | Conditional award | 30/5/2026 | - | 2,787 | - | 2,787 | |
148
Konstantin Graf von Schweinitz | 2024 NED Awards | Conditional award | 11/8/2025 | 6,315 | - | - | 6,315 | - |
Konstantin Graf von Schweinitz | 2025 NED Awards | Conditional award | 30/5/2026 | - | 2,787 | - | - | 2,787 |
Linda Myers | 2024 NED Awards | Conditional award | 11/8/2025 | 6,315 | - | - | 6,315 | - |
Linda Myers | 2025 NED Awards | Conditional award | 30/5/2026 | — | 2,787 | - | - | 2,787 |
Madelyn Antoncic | 2024 NED Awards | Conditional award | 11/8/2025 | 6,315 | - | 5,623 | 692 | - |
John Pietrowicz | 2024 NED Awards | Conditional award | 11/8/2025 | 6,315 | - | - | 6,315 | - |
John Pietrowicz | 2025 NED Awards | Conditional award | 30/5/2026 | — | 2,787 | - | - | 2,787 |
Henry Richards | 2024 NED Awards | Conditional award | 11/8/2025 | 6,315 | - | 3,408 | 2,907 | - |
Roger Nagioff | 2024 NED Awards | Conditional award | 11/8/2025 | 6,315 | - | 3,097 | 3,218 | - |
Minimum shareholding guidelines
Executive Directors are expected to build up and maintain a minimum shareholding equivalent to
300% of base salary in respect of the Chief Executive Officer and 200% of base salary in respect of the
Chief Financial Officer. The normal expectation is that this is built up over a maximum five-year period
from appointment to the Board. Details of their current holdings are set out below. It is expected that Rob
Irvin will meet the guidelines within three years.
Director | Number of eligible shares as at 31 December 20251 | Value of shares held as at 31 December 20252 | Shareholding as % of base salary as at 31 December 2025 | Shareholding requirement (% of salary) |
Ian Lowitt | 2,651,042 | $101,693,971 | 7722% | 300% |
Rob Irvin | 11,358 | $435,692 | 66% | 200% |
1.Eligible shares includes all shares owned outright and all unvested deferred bonus shares not subject to performance conditions on a notional net of tax basis.
2.Value of shares based on share price of $38.36 as at 31 December 2025.
Comparison to company performance
Performance graph and table and comparison to CEO pay
The following shows details of the remuneration paid to the individual in the role of CEO for the
performance years 2024 to 2025, and below that, a graph showing the TSR performance of the Company
since listing.
2025 | 20241 | |
CEO single figure of remuneration | $17.268m | $6.942m |
Annual Bonus as a % of maximum opportunity (%) | 97% | 98% |
LTIP award as a % of maximum opportunity (%) | 100% | 100% |
1.CEO single figures reflect total sums paid as referred to on page 138 of the annual report
149
Total shareholder return
The comparator group selected was the FTSE 250 Financial Services excluding Investment Companies index. This comparator
group was selected as the TSR performance chart is a UK regulatory requirement and, had Marex been listed in the UK, it would be
a constituent of this index.
Percentage change in remuneration of Directors and employees
The table below sets out the percentage change in base salary/fees, taxable benefits and bonus for
each of the Directors over the past five financial years1.
Change in salary / NED fees | Change in benefits | Change in bonus | |||||||||||||
2024 to 2025 | 2023 to 2024 | 2022 to 2023 | 2021 to 2022 | 2020 to 2021 | 2024 to 2025 | 2023 to 2024 | 2022 to 2023 | 2021 to 2022 | 2020 to 2021 | 2024 to 2025 | 2023 to 2024 | 2022 to 2023 | 2021 to 2022 | 2020 to 2021 | |
Ian Lowitt11 | -% | -% | 33% | (63)% | -% | 26% | (20)% | 7% | (6)% | (5)% | 32% | 14% | 6% | 195% | 36% |
Rob Irvin2,11 | 5% | 19% | n/a | n/a | n/a | -% | -% | n/a | n/a | n/a | 54% | 41% | n/a | n/a | n/a |
Robert Pickering3 | 7% | 103% | 38% | -% | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a |
Linda Myers4 | 5% | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a |
Sarah Ing5 | 4% | 14% | 1% | -% | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a |
Konstantin Graf von Schweinitz6 | 2% | 8% | -% | -% | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a |
Roger Nagioff7 | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a |
Henry Richards8 | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a |
Madelyn Antoncic9 | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a |
John Pietrowicz10 | 46% | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a |
Notes:
1.As the Company has no employees other than the Executive Directors, no disclosure is required to be made under the relevant reporting regulations in relation to employee
remuneration.
2.Rob Irvin joined the Board in May 2023. Figures for 2023 have been annualised to aid comparison.
3.Robert Pickering joined the Board in September 2021. Figures for 2021 have been annualised to aid comparison.
4.Linda Myers joined the Board in January 2024.
5.Sarah Ing joined the Board in July 2021. Figures for 2021 have been annualised to aid comparison.
6.Konstantin Graf von Schweinitz joined the Board in September 2021. Figures for 2021 have been annualised to aid comparison.
7.Roger Nagioff resigned on 13 May 2025. Figures for 2025 have been annualised to aid comparison.
8.Henry Richards joined the Board in April 2024 and resigned on 25 April 2025.
9.Madelyn Antoncic joined the Board in January 2024 and resigned on 18 December 2024. Figures for 2024 have been annualised to aid comparison.
10.John Pietrowicz joined the Board in April 2024.
150
11.CEO and CFO are compensated in GBP - % year on year change has been adjusted to reflect change in F/X rates
Pay ratio information
The table below reflects the Chief Executive Officer's pay ratio when compared to employees at the
25th percentile, median and 75th percentile of the Group’s UK workforce pay for the financial years 2024
and 2025. The table also includes the salary and total pay and benefits figures for employees at each
percentile for 2024 and 2025.
Year | Method | 25th percentile pay ratio | Total pay and benefits (25th percentile) | Salary component of total pay and benefits (25th percentile) | Median pay ratio | Total pay and benefits (50th percentile | Salary component of total pay and benefits (50th percentile) | 75th percentile pay ratio | Total pay and benefits (75th percentile) | Salary component of total pay and benefits (75th percentile) |
2025 | A | 135:1 | $128,107 | $79,020 | 87:1 | $198,637 | $118,530 | 37:1 | $460,555 | $171,210 |
2024 | A | 67:1 | $102,683 | $76,773 | 35:1 | $200,864 | $108,761 | 14:1 | $381,880 | $159,943 |
The Committee chose to use Option A to calculate the ratio as the data was available and the
approach is considered to be the most accurate. For 2025, the UK employee data was taken as at 31
December 2025; employee means anyone employed under a contract of service. A full-time equivalent
total was created for part-time employees and the remuneration of employees hired during the year was
annualised. The resulting list was then ranked to identify the individuals at the 25th, 50th and 75th
percentiles.
The CEO pay ratios were then calculated based on these percentiles. It should be noted that the
CEO single total figure of remuneration includes one exceptional item: the value of the shares at vesting
under the RLTIP, including dividend equivalents. This non-recurring item has increased the CEO's single
figure value, leading to ratios that do not reflect a consistent basis for year-on-year comparison. With this
exceptional item removed, the median pay ratio reduces to 45:1. Overall, on this adjusted basis, the
Company believes that the median pay ratio for the relevant financial year is consistent with the pay,
reward and progression for the Company’s UK employees taken as a whole.
Relative importance of spend on pay
The table below shows the total pay for all of the Group's employees compared to other key
financial indicators for the financial years 2024 and 2025.
Current Year | 2024 | |
Employee remuneration (USD m) | 1,234.2 | 971.1 |
Distributions to shareholders (USD m) | 55.5 | 77.1 |
Statement of implementation of Remuneration Policy for the year ended 31 December 2026
Executive Directors
Base Salary
No change to the CEO Base Salary is being proposed. The Base Salary for the CFO has seen a
modest adjustment to reflect market benchmark and more broadly aligns the fixed pay for the CFO to
other Executive Committee members.
151
Executive Director | Base salary at 1st Jan 2025 ($) | Base salary at 1st Jan 2026 ($) | % change |
Ian Lowitt | $1,317,000 | $1,317,000 | —% |
Rob Irvin | $658,000 | $698,000 | 6% |
Benefits
No changes to benefits are expected. The Executive Directors will have access to the same
benefits as available to UK employees.
Annual bonus
The CEO and CFO will receive an annual bonus award of 600% and 250% of salary respectively,
unchanged from financial year 2025.
The following table shows the performance metrics and weightings for the annual bonus in 2026.
The weighting for Financial measures remains at 75% for 2026 as the Committee considers that using
Financial measures will more closely align reward to delivering shareholder value. The Committee
considers that the disclosure of detailed performance targets in advance for 2026 would be commercially
sensitive and they are not, therefore, disclosed here.
Element | Weighting | |
Financial Measures | 75% | |
Adjusted Operating PBT | 37.5% | |
EPS | 37.5% | |
Strategic Measures | 25% | |
Total | 100% |
Equity incentive plans
The CEO and CFO will receive a target LTIP award of 100% and 125% of salary respectively,
unchanged from financial year 2025.
The threshold to maximum ranges for 2026 Annual LTIP awards are set out in the table below.
Awards vest at 50% at threshold and 100% at maximum, with straight-line vesting between these points.
Vested awards are subject to a two-year holding period.
Financial measure | Weighting | Threshold (50% of max) | Straight Line Apportionment | Maximum (100% of max) |
Growth in Adjusted Operating Profit Before Tax | 50% | average of 5% pa over the Performance Period | more than 5% and less than 10% over the Performance Period | average of 10% pa over the Performance Period |
Growth in Adjusted EPS | 50% | average of 5% pa over the Performance Period | more than 5% and less than 8% over the Performance Period | average of 8% pa over the Performance Period |
A further stretch performance target (requiring 12.5% growth in Adjusted Operating Profit Before
Tax and 10% growth in Adjusted EPS) would give rise to an additional 15% of the maximum number of
shares vesting (i.e. 115% of the number of shares referred to above would vest). This is a cliff target, with
no additional vesting where performance falls between the maximum and stretch performance targets.
Retirement Benefits
No changes to retirement benefits are anticipated for 2026.
Non-Executive Directors
152
Fees
There are no changes to the current Base Fee level implemented on 1 June 2024.
Non-Executive Director | Base Fee1 at 1st June 2025 ($) | Base Fee at 1st Jan 2026 ($) | % change |
Robert Pickering | $383,865 | $383,865 | —% |
Linda Myers2 3 | $108,761 | $108,761 | —% |
Sarah Ing2 | $108,761 | $108,761 | —% |
Konstantin Graf von Schweinitz2 | $108,761 | $108,761 | —% |
John Pietrowicz3 | $108,761 | $108,761 | —% |
1.F/X rate used $1.27955
2.Chair of Committee Fee remains unchanged at $31,989
3.Overseas Allowance Fee remains unchanged at $12,795
Equity incentive plans
Annual equity awards will be granted to Non-Executive Directors. Awards to each Non-Executive
Director will have a grant value of $120,000, unchanged from financial year 2025. Awards will vest on the
first anniversary of the grant date, are not subject to performance conditions and no retention period
applies. The number of shares subject to awards shall be determined by reference to the share price at
the time of grant.
Benefits
There are no planned changes to the benefits provided to Non Executive Directors.
Consideration of matters relating to directors' remuneration
Remuneration Committee
The members of the Committee during the year, and their attendance at meetings of the
Committee, is set out below:
Member | Attendance1 |
Linda Myers | 4/4 |
Robert Pickering | 4/4 |
Sarah Ing | 4/4 |
Roger Nagioff | 0/1 |
Henry Richards | 1/1 |
1.Roger Nagioff and Henry Richards were appointed members of the Committee on 24 April 2024. Roger Nagioff and Henry Richards resigned as directors of the Company on
13 May 2025 and 25 April 2025. .
The Company Secretary acts as secretary to the Committee. No Non-Executive Directors are
involved in deciding their own remuneration.
The Committee is advised by Willis Towers Watson. Willis Towers Watson was appointed by the
Company in 2024. Willis Towers Watson provided advice keeping the Committee up to date on
developments in director remuneration. The total fees paid to Willis Towers Watson in respect of service
to the Committee during the year were $302,543. Willis Towers Watson is a signatory to the
Remuneration Consultants' Code of Conduct. The Committee has reviewed the operating processes in
place at Willis Towers Watson and is satisfied that the advice it receives is independent and objective.
Willis Towers Watson provided no other services to the Company.
Statement of voting at general meeting
153
At the AGM on 28 May 2025, shareholders considered and voted on the 2024 Directors'
Remuneration Report (other than the Directors' Remuneration Policy) and the Directors' Remuneration
Policy, as set out in the table below. Both resolutions were approved by shareholders at the 2025 AGM.
Approval of Directors' Remuneration Report and Policy
Directors' Remuneration Policy 2025 AGM | Directors' Remuneration Report 2025 AGM | |
Percentage for | 92.41% | 99.41% |
Votes for | 48,635,366 | 52,323,543 |
Percentage against | 7.58% | 0.58% |
Votes against | 3,992,555 | 307,288 |
Total votes cast excluding votes withheld | 52,627,921 | 52,630,831 |
Votes withheld1 | 7,950 | 5,040 |
Total votes cast including votes withheld | 52,635,871 | 52,635,871 |
1.Votes withheld: these are not included in the final proxy figures as they are not recognised as a vote in law.
154
C.Board Practices
Corporate Governance Practices
Our Board consists of seven members. Our Board has determined that Robert Pickering, Sarah
Ing, Konstantin Graf von Schweinitz, Linda Myers and John W. Pietrowicz do not have a relationship that
would interfere with the exercise of independent judgment in carrying out the responsibilities of a director
and that each of these directors is “independent” as that term is defined under the rules of Nasdaq. There
are no family relationships among any of our directors.
The Board has adopted Corporate Governance Guidelines to assist the Board in the exercise of
its responsibilities and to serve the interests of the Company and its shareholders. The Board is
responsible for determining the strategic objectives and policies required to deliver long-term sustainable
success of the Company. The Board is accountable for the effective and prudent management of the
Group and is responsible for ensuring that the Company complies with its Company’s Articles of
Association and applicable laws and regulations.
As each director is annually subject to election by shareholders in accordance with the Articles,
the Board does not believe it is in the best interests of the Company to establish term limits at this time.
Additionally, such term limits may cause the Company to lose the contribution of directors who have been
able to develop, over a period of time, increasing insight into the Company’s business and therefore can
provide an increasingly significant contribution to the Board.
Board of Director Service Contracts
Board Committees
The Board has established an audit and compliance committee, a remuneration committee, a
nomination and corporate governance committee, a risk committee and a mergers and acquisitions
committee.
Audit and Compliance Committee
The audit and compliance committee, which consists of Sarah Ing, Linda Myers, John Pietrowicz
and Konstantin Graf von Schweinitz, assists the Board in overseeing our accounting and financial
reporting processes and the audits of our financial statements. Sarah Ing serves as Chair of the
committee. The audit and compliance committee consists exclusively of members of our Board who are
financially literate, and Sarah Ing is considered an “audit committee financial expert” as defined by the
SEC. Our Board has determined that Sarah Ing, Linda Myers, John Pietrowicz and Konstantin Graf von
Schweinitz each satisfies the “independence” requirements set forth in Rule 10A-3 under the Exchange
Act. The audit and compliance committee is governed by a charter, or terms of reference, that complies
with Nasdaq listing rules.
The audit and compliance committee is responsible for, among other things:
•monitoring the integrity of our financial statements and related disclosures;
•reviewing and discussing with management and our external auditor the adequacy of the
Company’s internal financial controls;
•the appointment, compensation, retention and oversight of any accounting firm engaged for
the purpose of preparing or issuing an audit report or performing other audit services;
•evaluating our external auditor’s objectivity and independence;
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•pre-approving the audit services and non-audit services to be provided by our external auditor
before the auditor is engaged to render such services;
•establishing procedures for the receipt, retention and treatment of complaints received by the
Company regarding accounting, internal accounting controls or auditing matters, and for the
•confidential and anonymous submission by Company employees of concerns regarding
questionable accounting or auditing matters;
•approving or ratifying any related person transaction (as defined in our related person
transaction policy) in accordance with our related person transaction policy; and
•reviewing our Code of Conduct.
The audit and compliance committee meets as often as one or more members of the audit and
compliance committee deem necessary, but in any event meets at least once per quarter. The audit and
compliance committee meets at least once per year with our independent accountant, without our
management being present.
Remuneration Committee
The remuneration committee, which consists of Linda Myers, Robert Pickering and Sarah Ing
assists the Board in determining the remuneration policy and practices of the Company for executive
directors’ remuneration and to design and determine the remuneration for the Chair of the Board,
executive directors and senior management. Linda Myers serves as Chair of the committee. Under SEC
and Nasdaq listing rules, there are heightened independence standards for members of the remuneration
committee, including a prohibition against the receipt of any compensation from us other than standard
director fees. Our Board has determined that Linda Myers, Robert Pickering and Sarah Ing each satisfies
the heightened independence standards under SEC and Nasdaq listing rules.
The remuneration committee is responsible for, among other things:
•determining the policy for remuneration of our employees;
•determining the total individual remuneration package of our executive directors, the Chair of
the Board and material risk takers for each year;
•approving the strategic, risk and financial measures with respect to the compensation of our
Chief Executive Officer;
•overseeing the evaluation of our executive officers other than the Chief Executive Officer and,
after considering such evaluation, to review and set, or make recommendations to the Board
regarding the remuneration of such executive officers;
•reviewing, approving and recommending to the Board for approval as necessary, all aspects
of our incentive plans; and
•administering and overseeing our compliance with the compensation recovery policy.
Nomination and Corporate Governance Committee
The nomination and corporate governance committee, which consists of Robert Pickering, Sarah
Ing and Konstantin Graf von Schweinitz, assists our Board in identifying individuals qualified to become
members of our Board consistent with criteria established by our Board and in developing our corporate
governance principles. Robert Pickering serves as Chair of the committee.
The nomination and corporate governance committee is responsible for, among other things:
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•identifying and recommending director candidates to the Board for approval;
•reviewing our succession plans;
•reviewing and evaluating the structure and performance of our board;
•recommending nominees for selection to our Board’s committees;
•developing and implementing appropriate corporate governance arrangements; and
•overseeing sustainability and ESG matters.
Risk Committee
The risk committee, which consists of Konstantin Graf von Schweinitz and Sarah Ing, assists the
Board in overseeing and providing advice to the Board on our current risk exposure and future risk
strategies. Konstantin Graf von Schweinitz serves as Chair of the risk committee.
The risk committee’s responsibilities include:
•overseeing the day-to-day risk management, internal control systems and oversight
arrangements of senior management;
•assessing our current risk exposures, including credit/counterparty risk, market risk, liquidity
risk, combined risk, operational risk, information technology risks, including cybersecurity and
data privacy; and
•advising the Board on risk strategy.
Mergers and Acquisitions Committee
The mergers and acquisitions committee, which consists of John Pietrowicz and Linda Myers,
assists our board with reviewing potential mergers, acquisitions, disposals and similar transactions
providing focused oversight of transactional activity. John Pietrowicz serves as Chair of the mergers and
acquisitions committee.
The mergers and acquisitions committee’s responsibilities include:
•Reviewing the strategic alignment of all proposals and any associated significant business
issues and risks;
•Overseeing the conducting of appropriate due diligence;
•Considering regulatory, legal and any employee-related issues;
•Guide negotiations to achieve the most advantageous outcomes for the Group; and
•Recommending proposals to the Group Board for approval
D.Employees
As of December 31, 2025, we directly employed 3,109 people in the United Kingdom, Europe,
APAC, North American and other regions of which 1,506 were front office employees. In addition, we also
had a total of 173 contractors and consultants working with us as of December 31, 2025.
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The number of our full-time employees (excluding contractors and consultants) by geography and
role are summarized below as of December 31, 2025, 2024 and 2023.
Year Ended December 31, | |||
2025 | 2024 | 2023 | |
Employees by geography | |||
United Kingdom ............................................................................... | 1,631 | 1,095 | 956 |
Europe ............................................................................................... | 282 | 218 | 196 |
North America .................................................................................. | 756 | 709 | 688 |
APAC ................................................................................................. | 229 | 200 | 171 |
Other Regions(1) ............................................................................... | 211 | 118 | 63 |
Total ................................................................................................... | 3,109 | 2,340 | 2,074 |
Employees by role | |||
Front-office employees ................................................................... | 1,506 | 1,241 | 1,175 |
Control and support employees .................................................... | 1,603 | 1,099 | 899 |
Total ................................................................................................... | 3,109 | 2,340 | 2,074 |
(1) Other regions include South America and Middle East.
Our employees in our Paris office are represented by a Works Council. No other employees are
represented by labor unions, collective bargaining agreements or other similar agreements.
We have never experienced labor-related work stoppages or strikes and believe that our relations
with our employees are satisfactory.
E.Share Ownership
For information regarding the share ownership of directors and officers, see Item 7A. “Major
Shareholders.” For information as to our equity incentive plans, see Item 6B. “Compensation—Incentive
Programs.”
F.Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation
N/A.
Item 7.Major Shareholders and Related Party Transactions
A.Major Shareholders
The following table sets forth information relating to the beneficial ownership of our ordinary
shares as of March 3, 2026 by:
•each person, or group of affiliated persons, known by us to beneficially own 5% or more of our
outstanding ordinary shares;
•each of our executive officers and our Board of directors; and
•all of our executive officers and our Board as a group.
The number of ordinary shares beneficially owned by each entity, person, executive officer or
Board member is determined in accordance with the rules of the SEC, and the information is not
necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial
ownership includes any shares over which the individual has sole or shared voting power or investment
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power as well as any shares that the individual has the right to acquire within 60 days of March 3, 2026
through the exercise of any option, warrant or other right. Except as otherwise indicated, and subject to
applicable community property laws, the persons named in the table have sole voting and investment
power with respect to all ordinary shares held by that person.
Unless otherwise indicated below, the address for each beneficial owner listed is c/o Marex
Group plc, 155 Bishopsgate, London, EC2M 3TQ, United Kingdom.
For further information regarding material transactions between us and principal shareholders,
see Item 7.B. “Major Shareholders and Related Party Transactions—Related Party Transactions.”
Name of beneficial owner | Number | %(4) |
5% or Greater Shareholders | ||
Amphitryon Limited(1) ................................................................................................. | 7,160,826 | 9.98 |
MASP Investor Limited Partnership(2) ..................................................................... | 5,024,604 | 7.00 |
Directors and Executive Officers(3) | ||
Ian Lowitt ..................................................................................................................... | 2,642,483 | 3.68 |
Robert Irvin ................................................................................................................. | 7,326 | * |
Paolo Tonucci ............................................................................................................. | 1,125,908 | 1.57 |
Simon van den Born .................................................................................................. | 1,171,570 | 1.63 |
Thomas Texier ............................................................................................................ | 76,000 | * |
Nilesh Jethwa ............................................................................................................. | 99,747 | * |
Robert Pickering ........................................................................................................ | 26,909 | * |
Konstantin Graf von Schweinitz .............................................................................. | 21,308 | * |
Sarah Ing ..................................................................................................................... | 7,348 | * |
Linda Myers ................................................................................................................ | 19,472 | * |
John W. Pietrowicz .................................................................................................... | 19,472 | * |
All executive officers and directors as a group (11 persons) ..................... | 5,217,543 | 7.27 |
* less than 1%
(1)Based solely on the Schedule 13G that was filed by Amphitryon Limited on July 24, 2025. Amphitryon Limited is the record
holder of the ordinary shares reported herein. JRJ Investor 1 LP is the indirect sole shareholder of Amphitryon Limited. JRJ
Investor 1 LP is indirectly controlled by JRJ Group Limited, which is controlled by Sir Jeremy Isaacs and Mr. Roger Nagioff. As
such, they may be deemed to have or share beneficial ownership of the ordinary shares held directly by Amphitryon Limited.
The business address of Amphitryon Limited, JRJ Investor 1 LP, JRJ Group Limited, Sir Jeremy Isaacs and Mr. Roger Nagioff
is 44 Esplanade, St. Helier, JE4 9WG. All the reporting persons share voting power and dispositive power over the shares of
the Company.
(2)Based solely on the Schedule 13G that was filed by MASP Investor Limited Partnership (“MASP Investor LP”) on July 24, 2025.
The business address of MASP Investor LP, a limited partnership established under the laws of Jersey, is 44 Esplanade, St.
Helier, JE4 9WG, Jersey. MASP Investor LP acts through its general partner, Forty Two Point Two Acquisition Limited
(“FTPTAL”), a company organized under the laws of the British Virgin Islands, whose business address is Little Denmark
Building, PO Box 4584, Road Town, Tortola, British Virgin Islands. FTPTAL, in its capacity as general partner of MASP Investor
LP, is the record holder of the ordinary shares reported herein. FTPTAL is indirectly wholly-owned by BXR Group Holdings
Limited, a company organized under the laws of the British Virgin Islands, whose business address is Little Denmark Building,
PO Box 4584, Road Town, Tortola, British Virgin Islands, and is deemed to have beneficial ownership of the ordinary shares
held directly by FTPTAL, in its capacity as general partner of MASP Investor LP. All the reporting persons share voting power
and dispositive power over the shares of the Company.
(3) This includes certain ordinary share awards under a Deferred Bonus Plan (“DBP”) which will vest within 60 days of March 3,
2026, as follows: Ian Lowitt 27,467; Paolo Tonucci 34,234; Simon van den Born 50,361; Thomas Texier 23,963; Nilesh Jethwa
17,653.
(4) This excludes ordinary shares held by our Employee Benefit Trust that were unallocated as of March 3, 2026.
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The major shareholders listed above do not have voting rights with respect to their ordinary
shares that are different from the voting rights of other holders of our ordinary shares.
As a number of our shares are held in book-entry form, we are not aware of the identity of all our
shareholders. To our knowledge, as of March 3, 2026, we had two holders of record of our ordinary
shares in the United States, holding, in the aggregate 72,933,681 or 99.99%, of our outstanding ordinary
shares, which excludes 1,199,156 ordinary shares held by our EBT that were unallocated as of December
31, 2025.
Significant changes to the Company’s major shareholders during the year ended December 31,
2025 included (1) the disposal by Ocean Ring Jersey Co. Limited of its entire holding of ordinary shares in
the Company and (2) the reduction in the aggregate ownership of Amphitryon Limited, MASP Investor LP
and JRJ Investor 1 LP to 17%, following disposals of shares. To our knowledge, other than as provided in
the table above, our other filings with the SEC, public disclosure, including without limitation Schedule 13
filings, and this Annual Report, there has been no other significant change in the percentage ownership
held by any major shareholder since January 1, 2023.
We are not aware of any arrangement whereby we are directly or indirectly owned or controlled
by another corporation, by any foreign government or by any other natural or legal person severally or
jointly, nor are we aware of any arrangement that may, at a subsequent date, result in a change of control
of our company.
B.Related Party Transactions
The following is a description of material related party transactions as defined under Item 7.B of
Form 20-F, that we have entered into since January 1, 2023.
2020 Shareholders’ Agreement
On October 20, 2020, we entered into a Shareholders’ Agreement with Amphitryon Limited
(“Amphitryon”), Ocean Ring Jersey Co. Limited and Ocean Trade Lux Co S.Á.R.L. (the “2020
Shareholders’ Agreement”). Pursuant to the terms of the 2020 Shareholders’ Agreement, the Group paid
a management fee of 2.5% of EBITDA each year to a party associated with the ultimate parent company
for services provided. The 2020 Shareholders’ Agreement terminated in connection with our IPO on April
25, 2024.
For the six months ended June 30, 2024, the Group paid $2.4m under the 2020 Shareholders’
Agreement, recorded within other expenses. However, as the calculation is based on the audited full-year
EBITDA, an additional payment of $0.4m was made during the first quarter of 2025, representing the final
adjustments to the fees owed.
2024 Shareholder Agreement
Following the termination of the 2020 Shareholders' Agreement, a new Shareholder Agreement
came into effect between the Company, Amphitryon, JRJ Investor 1 Limited Partnership (“JRJ”) and
MASP Investor Limited Partnership (“MASP”) (the “2024 Shareholder Agreement”).
The 2024 Shareholder Agreement, amongst other matters, provided Amphitryon (acting on behalf
of and at the direction of JRJ) or JRJ with director nomination rights for so long as Amphitryon, JRJ and
MASP (the ‘Shareholders’) held in aggregate, at least 10% of the Company’s issued ordinary share
capital, in which case they were entitled to nominate one director, or at least 25% of the Company’s
issued ordinary share capital, in which case they were entitled to nominate two directors.
Following disposals of shares during the year ended 31 December 2025, the Shareholders’
ownership interest in the Company reduced to 17%, in aggregate. Consequently, one of the two directors
appointed under the Shareholder’s director nomination rights resigned from the Board. Although the
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Shareholders’ aggregate ownership continued to exceed 10% of the Company’s issued ordinary share
capital, the remaining director appointed pursuant to the nomination rights also resigned from the Board.
Subsequently, the Shareholders irrevocably waived their nomination rights under the 2024 Shareholder
Agreement.
The 2024 Shareholder Agreement does not include the payment of any management fees.
Registration Rights Agreement
In connection with our IPO, we entered into a Registration Rights Agreement with Amphitryon
Limited, JRJ Investor 1 LP, BXR Group Holdings Limited, Ocean Ring Jersey Co. Limited and Ocean
Trade Lux Co S.Á.R.L. (the “Registration Rights Agreement”), pursuant to which such shareholders were
granted certain demand registration rights, short-form registration rights and piggyback registration rights
in respect of any ordinary shares and related indemnification rights from us, subject to customary
restrictions and exceptions. All fees, costs and expenses of registrations, other than underwriting
discounts and commissions, were borne by us.
Company Lock-up Agreements
Our executive officers and certain other members of our management team entered into a lock-up
agreement with the Company in 2024 in connection with the IPO (the “Company Lock-up Agreement”).
Pursuant to the Company Lock-up Agreement, each such shareholder agreed not to sell certain shares
owned by them for a period of one year after the date of the final prospectus from our IPO, with the
exception of our Chief Executive Officer, who is subject to a two-year lock-up period. The Company Lock-
up Agreement may be waived with the consent of our Chief Executive Officer and our remuneration
committee.
Our executive officers and the same members of our management team entered into separate
lock-up agreements with the Company in connection with a first follow-on offering of shares by certain
selling shareholders in October 2024 and a second follow-on offering of shares by certain selling
shareholders in April 2025 (the “Follow-On Lock-Up Agreements”). Pursuant to the Follow-On Lock-Up
Agreements, each such shareholder (including our Chief Executive Officer) agreed not to sell certain
shares owned by them for a period of 60 days after the date of the relevant prospectus for each follow-on
offering.
Indemnification and Insurance
We have entered into deeds of indemnity with our executive officers and directors. Our amended
and restated articles of association permit us to indemnify our executive officers and directors to the
extent permitted by law. See Item 6. “Compensation Insurance and Indemnification.” for a description of
these deeds of indemnity. In addition to such indemnification, we provide our executive officers and
directors with directors’ and officers’ liability insurance.
Related Party Transaction Policy
Our Board has adopted a written related person transaction policy, which set forth the policies
and procedures for the review and approval or ratification of related person transactions.
C.Interests of Experts and Counsel
Not applicable.
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Item 8.Financial Information
A.Consolidated Statements and Other Financial Information
Consolidated Financial Statements
See Item 18 ‘Financial Statements’ for our consolidated financial statements and the report of our
independent registered public accounting firm.
Legal and Arbitration Proceedings
From time to time and in the ordinary course of business, we are subject to various legal and regulatory
proceedings, claims and actions, including contractual disputes, tort claims and employment matters. We
are also subject to extensive regulation and supervision in the U.K, the U.S. and the other jurisdictions in
which we do business, in connection with which we periodically engage with such regulatory agencies
and organisations in the context of examinations, requests for information and investigations. Such
engagement may, from time to time, result in regulatory complaints against us, the resolution of which can
include fines and other remediation.
In October 2025, two separate class actions were filed against the Company by Michaella G. Katz
and Ravishanker Narayanan in the United States District Court for the Southern District of New York (the
“Class Actions”). The Class Actions allege violations of federal securities laws by generally repeating
allegations against the Company that were contained in a short seller report published in August 2025.
The Company intends to vigorously defend its position in court, and contends the Class Actions are
unsubstantiated claims that repeat those included in the short seller report and are without merit. In the
coming months, the Company intends to move to dismiss the Class Actions in full and all other
proceedings in the cases are stayed pending resolution of that motion.
In September 2025, DK Trading & Supply LLC et al (“DKTS”) filed a claim in the 34th Judicial
District Court of Chambers County, Texas, against the Company and its wholly owned subsidiary,
Pinnacle Fuel LLC (“Pinnacle”), in connection with a delivery of allegedly contaminated crude oil. DKTS
are seeking $22.5m in damages in relation to a flash title transaction pursuant to which Pinnacle
purchased crude oil from a third-party supplier that Pinnacle simultaneously sold on to DKTS. DKTS is
also seeking a declaration that the Company is obligated for any and all liabilities of Pinnacle to DKTS
pursuant to a parental guarantee issued by the Company (the “DKTS Claim”). The Company intends to
defend its position and contends that, among other things, as a flash title transaction there was no
opportunity for Pinnacle to have contaminated the crude oil. On the Company’s application, the DKTS
Claim was moved to the U.S. District Court for the Southern District of Texas and, by agreement of the
parties, DKTS’ claims against the Company and Pinnacle have been consolidated into a single arbitration
claim to be heard by the American Arbitration Association. The Company and Pinnacle filed their joint
defense in January 2026.
In August 2025, Ocean Freight Trident Offshore Master Fund Limited (“Ocean Freight”) filed a
claim against our wholly owned subsidiary, Marex Financial (“MF”), in the English high court alleging that
MF had improperly closed out Ocean Freight’s open positions and caused Ocean Freight losses
(including consequential losses) of $28.9m and, further, that MF used confidential information pertaining
to Ocean Freight to put on and profit from opposite positions (the “Ocean Freight Claim”). MF filed its
defense in October 2025; the parties are currently preparing for a Case Management Conference in
March 2026 at which the timetable to trial will be established.
Although the outcome of the Class Actions, the DKTS Claim and the Ocean Freight Claim, and
any other proceedings, claims and actions received by the Company and its subsidiaries, cannot be
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predicted with certainty, we do not believe that the outcome of such would, in our management’s
judgment, have a material adverse effect on our financial condition or results of operation.
Dividend Policy
We paid dividends of $63.8m and $42.2m in the years ended December 31, 2024 and 2025,
respectively.
We expect to continue to pay dividends on a quarterly basis. The declaration and payment of any
future dividends will be at the discretion of our Board and will depend upon our results of operations, cash
requirements, financial condition, contractual restrictions, any future debt agreements or applicable laws
and other factors that our Board may deem relevant.
Under the laws of England and Wales, among other things, we may only pay dividends if we have
sufficient distributable reserves (on a non-consolidated basis), which are our accumulated realized profits
that have not been previously distributed or capitalized less our accumulated realized losses, so far as
such losses have not been previously written off in a reduction or reorganization of capital.
B.Significant Changes
None.
Item 9.The Offer and Listing
A.Offer and Listing Details
We are listed on Nasdaq and our ordinary shares began trading on April 25, 2024 under the ticker
symbol ‘MRX’. Prior to this, no public market existed for our ordinary shares.
B.Plan of Distribution
Not applicable.
C.Markets
Our ordinary shares are listed on Nasdaq and our ordinary shares began trading on April 25,
2024 under the ticker symbol ‘MRX’.
D.Selling Shareholders
Not applicable.
E.Dilution
Not applicable.
F.Expenses of the Issue
Not applicable.
Item 10.Additional Information
A.Share Capital
Not applicable.
B.Memorandum and Articles of Association
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A copy of our Articles of Association is attached as Exhibit 1.1 to this Annual Report. The
information called for by this Item is set forth in Exhibit 2.1 to this Annual Report and is incorporated by
reference into this Annual Report.
C.Material Contracts
Except as otherwise disclosed in this Annual Report (including the Exhibits), we are not currently,
nor have we been for the past two years, party to any material contract, other than contracts entered into
in the ordinary course of business.
D.Exchange Controls
There are no governmental laws, decrees, regulations or other legislation in the United Kingdom
that may affect the import or export of capital, including the availability of cash and cash equivalents for
use by us, or that may affect the remittance of dividends, interest, or other payments by us to non-
resident holders of our ordinary shares other than withholding tax requirements. There is no limitation
imposed by the laws of England and Wales or in the amended and restated articles of association on the
right of non-residents to hold or vote shares.
E.Taxation
Material U.K. Tax Considerations
The following summary contains a description of the material U.K. and U.S. federal income tax
consequences of the acquisition, ownership and disposition of ordinary shares, but it does not purport to
be a comprehensive description of all the tax considerations that may be relevant to a decision to
purchase ordinary shares. The summary is based upon the tax laws of England and Wales and
regulations thereunder and on the tax laws of the United States and regulations thereunder as of the date
hereof, which are subject to change.
The following is intended as a general guide to current U.K. tax law and HM Revenue & Customs,
or HMRC, published practice applying as at the date of this Annual Report (both of which are subject to
change at any time, possibly with retrospective effect) relating to the holding of ordinary shares. It does
not constitute legal or tax advice and does not purport to be a complete analysis of all U.K. tax
considerations relating to the holding of ordinary shares, or all of the circumstances in which holders of
ordinary shares may benefit from an exemption or relief from U.K. taxation. It is written on the basis that
the company does not (and will not) directly or indirectly derive 75% or more of its qualifying asset value
from U.K. land, and that the company is and remains solely resident in the United Kingdom for tax
purposes and will therefore be subject to the U.K. tax regime and not the U.S. tax regime save as set out
below under “U.S. Federal Income Taxation.”
Except to the extent that the position of non-U.K. resident persons is expressly referred to, this
guide relates only to persons who are resident for tax purposes solely in the United Kingdom and to
whom split year treatment does not apply and who do not have a permanent establishment, branch,
agency (or equivalent) or fixed base in any other jurisdiction with which the holding of the ordinary shares
is connected, (“U.K. Holders”), who are absolute beneficial owners of the ordinary shares (where the
ordinary shares are not held through an Individual Savings Account or a Self-Invested Personal Pension)
and who hold the ordinary shares as investments. The statements in this guide do not apply to any Holder
who either directly or indirectly holds or controls 10% or more of the company’s share capital (or class
thereof), voting power or profits.
This guide may not relate to certain classes of U.K. Holders, such as (but not limited to):
•persons who are connected with the company;
•financial institutions;
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•insurance companies;
•charities or tax-exempt organizations;
•collective investment schemes;
•pension schemes;
•market makers, intermediaries, brokers or dealers in securities;
•persons who have (or are deemed to have) acquired their ordinary shares by virtue of an
office or employment or who are or have been officers or employees of the company or any
of its affiliates; and
•individuals who are eligible for relief or under the U.K.’s foreign income and gains regime.
THESE PARAGRAPHS ARE A SUMMARY OF CERTAIN U.K. TAX CONSIDERATIONS AND
ARE INTENDED AS A GENERAL GUIDE ONLY. IT IS RECOMMENDED THAT ALL HOLDERS OF
ORDINARY SHARES OBTAIN ADVICE AS TO THE CONSEQUENCES OF THE ACQUISITION,
OWNERSHIP AND DISPOSAL OF THE ORDINARY SHARES IN THEIR OWN SPECIFIC
CIRCUMSTANCES FROM THEIR OWN TAX ADVISORS. IN PARTICULAR, NON-U.K. RESIDENT
PERSONS OR U.K. RESIDENT INDIVIDUALS ELIGIBLE FOR RELIEF UNDER THE U.K.’S FOREIGN
INCOME AND GAINS REGIME ARE ADVISED TO CONSIDER THE POTENTIAL IMPACT OF ANY
RELEVANT DOUBLE TAXATION AGREEMENTS.
Dividends
Withholding Tax
Dividends paid by the company will not be subject to any withholding or deduction for or on
account of U.K. tax.
Income Tax
An individual U.K. Holder may, depending on their particular circumstances, be subject to U.K. tax
on dividends received from the company. An individual holder of ordinary shares who is not resident for
tax purposes in the United Kingdom should not be chargeable to U.K. income tax on dividends received
from the company unless they carry on (whether solely or in partnership) a trade, profession or vocation
in the United Kingdom through a branch or agency to which the ordinary shares are attributable. There
are certain exceptions for trading in the United Kingdom through independent agents, such as some
brokers and investment managers.
All dividends received by an individual U.K. Holder from us or from other sources will form part of
that U.K. Holder’s total income for income tax purposes and will constitute the top slice of that income. A
nil rate of income tax will apply to the first £500 of taxable dividend income received by the individual U.K.
Holder in the 2025/26 tax year (the “Nil Rate Band”). Income within the Nil Rate Band will be taken into
account in determining whether income in excess of the Nil Rate Band falls within the basic rate, higher
rate or additional rate tax bands. Dividend income in excess of the Nil Rate Band will (subject to the
availability of any income tax personal allowance) be taxed at 8.75% to the extent that the excess amount
falls within the basic rate tax band (increasing to 10.75% in the 2026/27 tax year), 33.75% to the extent
that the excess amount falls within the higher rate tax band (increasing to 35.75% in the 2026/27 tax year)
and 39.35% to the extent that the excess amount falls within the additional rate tax band (no increase to
this rate for the 2026/27 tax year has been announced).
Corporation Tax
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A corporate holder of ordinary shares who is not resident for tax purposes in the United Kingdom
should not be chargeable to U.K. corporation tax on dividends received from the company unless it
carries on (whether solely or in partnership) a trade in the United Kingdom through a permanent
establishment to which the ordinary shares are attributable.
Corporate U.K. Holders should not be subject to U.K. corporation tax on any dividend received
from the company so long as the dividends qualify for an exemption from U.K. corporation tax, which
should generally be the case, although certain conditions must be met. If the conditions for the
exemptions mean that none are satisfied, or such U.K. Holder elects for an otherwise exempt dividend to
be taxable, U.K. corporation tax will be chargeable on the amount of any dividends (currently, the main
rate of corporation tax is 25%).
Chargeable Gains
A disposal or deemed disposal of ordinary shares by a U.K. Holder may, depending on the U.K.
Holder’s circumstances and subject to any available exemptions or reliefs (such as the annual exemption
for individuals), give rise to a chargeable gain or an allowable loss for the purposes of U.K. capital gains
tax and corporation tax on chargeable gains.
If an individual U.K. Holder who is subject to U.K. income tax at either the higher or the additional
rate is liable to U.K. capital gains tax on the disposal of ordinary shares, the current applicable rate is
24%. For an individual U.K. Holder who is subject to U.K. income tax at the basic rate and liable to U.K.
capital gains tax on such disposal, the current applicable rate is 18%, save to the extent that any capital
gains when aggregated with the U.K. Holder’s other taxable income and gains in the relevant tax year
exceed the unused basic rate tax band. In that case, the rate currently applicable to the excess would be
24%.
If a corporate U.K. Holder becomes liable to U.K. corporation tax on the disposal (or deemed
disposal) of ordinary shares, the main rate of U.K. corporation tax (currently 25%) would apply.
A holder of ordinary shares that is not resident for tax purposes in the United Kingdom should not
normally be liable to U.K. capital gains tax or corporation tax on chargeable gains on a disposal (or
deemed disposal) of ordinary shares unless the person is carrying on (whether solely or in partnership) a
trade, profession or vocation in the United Kingdom through a branch or agency (or, in the case of a
corporate holder of ordinary shares, a trade through a permanent establishment) to which the ordinary
shares are used in or for the purposes of such trade, profession or vocation (or, in the case of a corporate
holder of ordinary shares, used, held or acquired for the purposes of the permanent establishment).
However, an individual holder of ordinary shares who has ceased to be resident for tax purposes in the
United Kingdom for a period of less than five years and who disposes of ordinary shares during that
period may be liable on their return to the United Kingdom to U.K. tax on any capital gain realized (subject
to any available exemption or relief).
Stamp Duty and Stamp Duty Reserve Tax
The discussion below relates to the holders of our ordinary shares wherever resident, however it
should be noted that special rules may apply to certain persons such as market makers, brokers, dealers
or intermediaries.
Issue of Shares
There is generally no liability to stamp duty or SDRT payable on the issue of new ordinary shares
in the Company.
Transfers of Shares
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An unconditional agreement to transfer ordinary shares will normally give rise to a charge to
SDRT at the rate of 0.5% of the amount or value of the consideration payable for the transfer. The
purchaser of the shares is liable for the SDRT. Transfers of ordinary shares in certificated form are
generally also subject to stamp duty at the rate of 0.5% of the amount or value of the consideration given
for the transfer (rounded up to the next £5.00). Stamp duty is normally paid by the purchaser. There is an
exemption where the consideration for a transfer is £1,000 or less and that transfer does not form part of
a larger transaction or series of transactions where the combined consideration exceeds £1,000 and this
is certified on the instrument of transfer. The charge to SDRT will be canceled or, if already paid, repaid
(generally with interest and upon claim), where a transfer instrument has been duly stamped within six
years of the charge arising (either by paying the stamp duty or by claiming an appropriate relief) or if the
instrument is otherwise exempt from stamp duty.
Transfers Into (or Between) Depositary Receipt Issuers and Clearance Services
Subject to the following, an unconditional agreement to transfer ordinary shares to, or to a
nominee or agent for, a person whose business is or includes the issue of depositary receipts or the
provision of clearance services (a “depositary receipt issuer” and a “clearance service,” respectively) will
prima facie be subject to SDRT (or, where the transfer is effected by a written instrument, stamp duty) at a
higher rate of 1.5% of the amount or value of the consideration given for the transfer or, in certain
circumstances, the value of the shares (rounded up to the next multiple of £5 in the case of stamp duty)
unless (in respect of transfers to clearance services) the clearance service has made and maintained an
election under section 97A of the U.K. Finance Act 1986 (a “section 97A election”). No such charge to
stamp duty or SDRT should arise on the issuance of new ordinary shares to a depositary receipt issuer or
a clearance service.
The 1.5% U.K. stamp duty and SDRT charges should not, however, arise on a transfer of U.K.
shares to a depositary receipt issuer or to a clearance service to the extent that such transfer is an
“exempt capital-raising transfer” or an “exempt listing transfer”.
Transfers of shares from a depositary receipt issuer to a clearance service are generally outside
of the charge to U.K. stamp duty and SDRT (assuming that the clearance service has not entered into a
section 97A election) and, as such, a transfer of our ordinary shares from the depositary receipt issuer to
the nominee for DTC should not give rise to a liability to U.K. stamp duty or SDRT. It is understood that
HMRC regards the facilities of DTC as a clearance service for these purposes, and we are not aware of
any section 97A election having been made by DTC.
Any stamp duty or SDRT payable on a transfer of ordinary shares to a depositary receipt issuer or
a clearance service will in practice generally be paid by the participants in the clearance service or
depositary receipt system.
No stamp duty or SDRT should be required to be paid on a transfer of our ordinary shares
through the clearance service facilities of DTC, provided that no section 97A election has been made by
DTC and (in the case of stamp duty only) provided that no written instrument of transfer is entered into in
respect of the transfer.
Material U.S. Federal Income Tax Considerations
The following summary describes certain United States federal income tax considerations
generally applicable to United States Holders (as defined below) of the ordinary shares. This summary
deals only with the ordinary shares held as capital assets within the meaning of Section 1221 of the
Internal Revenue Code of 1986, as amended (the “Code”). This summary also does not address the tax
consequences that may be relevant to holders in special tax situations including, without limitation,
dealers in securities, traders that elect to use a mark-to-market method of accounting, holders that own
the ordinary shares as part of a “straddle,” “hedge,” “conversion transaction,” or other integrated
investment, banks or other financial institutions, individual retirement accounts and other tax-deferred
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accounts, insurance companies, tax-exempt organizations, United States expatriates, holders whose
functional currency is not the U.S. dollar, holders subject to alternative minimum taxes, holders that
acquired the ordinary shares in a compensatory transaction, holders subject to special tax accounting
rules as a result of any item of gross income with respect to the ordinary shares being taken into account
in an applicable financial statement, holders which are entities or arrangements treated as partnerships
for United States federal income tax purposes or holders that actually or constructively through attribution
own 10% or more of the total voting power or value of our outstanding equity.
This summary is based upon the Internal Revenue Code, applicable United States Treasury
regulations, administrative pronouncements and judicial decisions, in each case as in effect on the date
hereof, all of which are subject to change (possibly with retroactive effect). No ruling will be requested
from the Internal Revenue Service (the “IRS”), regarding the tax consequences described herein, and
there can be no assurance that the IRS will agree with the discussion set out below. This summary does
not address any United States federal tax consequences other than United States federal income tax
consequences (such as the estate and gift tax or the Medicare tax on net investment income).
As used herein, the term “United States Holder” means a beneficial owner of the ordinary shares
that is, for United States federal income tax purposes, (i) an individual who is a citizen or resident of the
United States, (ii) a corporation or other entity taxable as a corporation created or organized in or under
the laws of the United States or any state thereof or therein or the District of Columbia, (iii) an estate the
income of which is subject to United States federal income taxation regardless of its source, or (iv) a trust
(a) that is subject to the supervision of a court within the United States and the control of one or more
United States persons as described in Internal Revenue Code Section 7701(a)(30), or (b) that has a valid
election in effect under applicable United States Treasury regulations to be treated as a “United States
person.”
If an entity or arrangement treated as a partnership for United States federal income tax purposes
acquires the ordinary shares, the tax treatment of a partner in the partnership generally will depend upon
the status of the partner and the activities of the partnership. Partners of a partnership considering an
investment in the ordinary shares should consult their tax advisors regarding the United States federal
income tax consequences of acquiring, owning, and disposing of the ordinary shares.
THE SUMMARY OF UNITED STATES FEDERAL INCOME TAX CONSEQUENCES SET OUT
BELOW IS FOR GENERAL INFORMATION ONLY. ALL PROSPECTIVE INVESTORS SHOULD
CONSULT THEIR TAX ADVISORS AS TO THE PARTICULAR TAX CONSEQUENCES TO THEM OF
ACQUIRING, OWNING AND DISPOSING OF THE ORDINARY SHARES, INCLUDING THE
APPLICABILITY AND EFFECT OF FEDERAL, STATE, LOCAL AND NON-U.S. TAX LAWS AND
POSSIBLE CHANGES IN TAX LAW.
Dividends
If we make any distributions, subject to the discussion below under “—Passive foreign investment
company,” the amount of dividends paid to a United States Holder with respect to the ordinary shares
generally will be included in the United States Holder’s gross income as ordinary income from foreign
sources to the extent paid out of our current or accumulated earnings and profits (as determined for
United States federal income tax purposes). Distributions in excess of earnings and profits will be treated
as a non-taxable return of capital to the extent of the United States Holder’s tax basis in those ordinary
shares and thereafter as capital gain. However, we do not intend to calculate our earnings and profits
under United States federal income tax principles. Therefore, United States Holders should expect that a
distribution will generally be treated as a dividend even if that distribution would otherwise be treated as a
non-taxable return of capital or as capital gain under the rules described above. If distributions are paid in
foreign currency, the amount of such distribution will be equal to the U.S. dollar value of such currency,
translated at the spot rate of exchange on the date such distribution is received, regardless of whether the
payment is in fact converted into U.S. dollars at that time.
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Foreign withholding tax (if any) paid on dividends on the ordinary shares at the rate applicable to
a United States Holder (taking into account any applicable income tax treaty) will, subject to limitations
and conditions, be treated as foreign income tax eligible for credit against such holder’s United States
federal income tax liability or, at such holder’s election, eligible for deduction in computing such holder’s
United States federal taxable income. Dividends paid on the ordinary shares generally will constitute
“foreign source income” and “passive category income” for purposes of the foreign tax credit. However, if
we are a “United States-owned foreign corporation,” solely for foreign tax credit purposes, a portion of the
dividends allocable to our United States source earnings and profits may be re-characterized as United
States source income. A “United States-owned foreign corporation” is any foreign corporation in which
United States persons own, directly or indirectly, 50% or more (by vote or by value) of the stock. In
general, United States-owned foreign corporations with less than 10% of earnings and profits attributable
to sources within the United States are excepted from these rules. Although we do not believe we are
treated as a “United States-owned foreign corporation,” we may become one in the future. In such case, if
10% or more of our earnings and profits are attributable to sources within the United States, a portion of
the dividends paid on the ordinary shares allocable to our United States source earnings and profits will
be treated as United States source income, and, as such, the ability of a United States Holder to claim a
foreign tax credit for any foreign withholding taxes (if any) payable in respect of our dividends may be
limited.
United States Treasury regulations impose various limitations on a United States Holder’s ability
to claim foreign tax credit in respect of any foreign tax imposed on a distribution on the ordinary shares.
The rules governing the treatment of foreign taxes imposed on a United States Holder and foreign tax
credits are complex, and United States Holders should consult their tax advisors regarding the availability
of a foreign tax credit or deduction in light of their particular circumstances, including their eligibility for
benefits under an applicable income tax treaty and the impact of the applicable United States Treasury
regulations.
Dividends received by certain non-corporate United States Holders (including individuals) may be
“qualified dividend income,” which is taxed at the lower capital gain rate, provided that (i) either the
ordinary shares are readily tradable on an established securities market in the United States or we are
eligible for benefits under a comprehensive United States income tax treaty that includes an exchange of
information program and which the United States Treasury Department has determined is satisfactory for
these purposes (which would include the United States—United Kingdom income tax treaty), (ii) we are
neither a PFIC (as discussed below) nor treated as such with respect to the United States Holder for
either the taxable year in which the dividend is paid or the preceding taxable year, and (iii) the United
States Holder satisfies certain holding period and other requirements. In this regard, shares generally are
considered to be readily tradable on an established securities market in the United States if they are listed
on Nasdaq, as the ordinary shares are expected to be. United States Holders should consult their tax
advisors regarding the availability of the reduced tax rate on dividends paid with respect to the ordinary
shares. The dividends will not be eligible for the dividends received deduction available to corporations in
respect of dividends received from other United States corporations.
Disposition of Ordinary Shares
Subject to the discussion below under “—Passive foreign investment company,” a United States
Holder generally will recognize capital gain or loss for United States federal income tax purposes on the
sale or other taxable disposition of the ordinary shares equal to the difference, if any, between the amount
realized and the United States Holder’s tax basis in those ordinary shares. In general, capital gains
recognized by a non-corporate United States Holder, including an individual, are subject to a lower rate
under current law if such United States Holder held shares for more than one year. The deductibility of
capital losses is subject to limitations. Any such gain or loss generally will be treated as United States
source income or loss for purposes of the foreign tax credit (unless an applicable United States income
tax treaty provides otherwise). A United States Holder’s initial tax basis in the ordinary shares generally
will equal the cost of such shares.
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Passive Foreign Investment Company
We would be a PFIC for any taxable year if, after the application of certain look-through rules,
either: (i) 75% or more of our gross income for such year is “passive income” (as defined in the relevant
provisions of the Internal Revenue Code), or (ii) 50% or more of the value of our assets (generally
determined on the basis of a quarterly average) during such year is attributable to assets that produce or
are held for the production of passive income. For these purposes, cash and other assets readily
convertible into cash or that do or could generate passive income are categorized as passive assets, and
the value of goodwill and other unbooked intangible assets is generally taken into account. Passive
income generally includes, among other things, rents, dividends, interest, royalties, gains from the
disposition of passive assets and gains from certain commodities and securities transactions. Special
rules apply for a dealer as specifically defined under the PFIC rules. For purposes of this test, we will be
treated as owning a proportionate share of the assets and earning a proportionate share of the income of
any other corporation of which we own, directly or indirectly, at least 25% (by value) of the stock. Certain
adverse United States federal income tax consequences could apply to a United States Holder if we are
treated as a PFIC for any taxable year during which such United States Holder holds the ordinary shares.
Under the PFIC rules, if we were considered a PFIC at any time that a United States Holder holds the
ordinary shares, we would continue to be treated as a PFIC with respect to such holder’s investment
unless (i) we cease to be a PFIC, and (ii) the United States Holder has made a “deemed sale” election
under the PFIC rules.
The application of the PFIC rules (including the special rules for a dealer) to a corporation in the
type of business that we are engaged in is subject to uncertainty. If we are a PFIC for any taxable year
that a United States Holder holds the ordinary shares, unless the United States Holder makes certain
elections, any gain recognized by the United States Holder on a sale or other disposition of the ordinary
shares would be allocated pro-rata over the United States Holder’s holding period for the ordinary shares.
The amounts allocated to the taxable year of the sale or other disposition and to any year before we
became a PFIC would be taxed as ordinary income. The amount allocated to each other taxable year
would be subject to tax at the highest rate in effect for individuals or the highest rate in effect for
corporations, as appropriate, for that taxable year, and an interest charge would be imposed. Further, to
the extent that any distribution received by a United States Holder on the ordinary shares exceeds 125%
of the average of the annual distributions on the ordinary shares received during the preceding three
years or the United States Holder’s holding period, whichever is shorter, that distribution would be subject
to taxation in the same manner as gain on the sale or other disposition of the ordinary shares if we were a
PFIC, as described above. If we are treated as a PFIC with respect to a United States Holder for any
taxable year, the United States Holder will be deemed to own equity in any of the entities in which we hold
equity that also are PFICs.
In certain circumstances, in lieu of being subject to the excess distribution rules discussed above,
a United States Holder may make an election to include gain on the stock of a PFIC as ordinary income
under a mark-to-market method, provided that such stock is “regularly traded” on a “qualified
exchange” (which includes Nasdaq). If a United States Holder makes an effective mark-to-market
election, such United States Holder will include in each year as ordinary income the excess of the fair
market value of the ordinary shares at the end of the year over the adjusted tax basis in the ordinary
shares, and will be entitled to deduct as an ordinary loss each year the excess of the adjusted tax basis in
the ordinary shares over their fair market value at the end of the year, to the extent of the net amount
previously included in income as a result of the mark-to-market election. A United States Holder’s
adjusted tax basis in the ordinary shares will be increased by the amount of any income inclusion and
decreased by the amount of any deductions under the mark-to-market rules. Gain or loss on a sale or
exchange of the ordinary shares will be treated similarly. If a United States Holder makes a mark-to-
market election it will be effective for the taxable year for which the election is made and all subsequent
taxable years (provided that, for any subsequent taxable year in which we are not a PFIC, a United States
Holder will not include in income mark-to-market gain or loss) unless the ordinary shares are no longer
regularly traded on a qualified exchange or the IRS consents to the revocation of the election. Because a
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mark-to-market election generally cannot be made for equity interests in Lower-tier PFICs, United States
Holders generally will continue to be subject to the PFIC rules with respect to their indirect interest in any
Lower-tier PFICs. As a result, distributions from, and dispositions of, Lower-tier PFICs, as well as certain
other transactions, generally will be treated as distributions or dispositions subject to the special tax rules
above, even if a mark-to-market election is made. United States Holders are urged to consult their tax
advisors about the availability and advisability of the mark-to-market election in their particular
circumstances, as well as the impact of such election on interests in any Lower-tier PFICs. If we are a
PFIC, a timely election to treat us as a qualified electing fund treatment would result in an alternative
treatment. However, we do not intend to prepare or provide the information that would enable United
States Holders to make a qualified electing fund election.
For each taxable year we are considered a PFIC, a United States Holder will be subject to annual
information reporting requirements under the PFIC rules, including the filing of IRS Form 8621. A failure to
file forms as required may toll the running of the statute of limitations in respect of each of the United
States Holder’s taxable years for which such form is required to be filed.
Each United States Holder is urged to consult its own tax advisor concerning the U.S. federal
income tax consequences of holding the ordinary shares if we are a PFIC in any taxable year during its
holding period, including the desirability of making a mark-to-market election.
Information Reporting and Backup Withholding
Dividend payments and proceeds paid from the sale or other taxable disposition of the ordinary
shares may be subject to information reporting to the IRS. In addition, a United States Holder (other than
an exempt holder who establishes its exempt status if required) may be subject to backup withholding on
dividend payments and proceeds from the sale or other taxable disposition of the ordinary shares paid
within the United States or through certain U.S.-related financial intermediaries.
Backup withholding will not apply, however, to a United States Holder who furnishes a correct
taxpayer identification number, makes other required certification and otherwise complies with the
applicable requirements of the backup withholding rules. Backup withholding is not an additional tax.
Rather, any amount withheld under the backup withholding rules will be creditable or refundable against
the United States Holder’s United States federal income tax liability, provided the required information is
timely furnished to the IRS.
Foreign Financial Asset Reporting
Certain United States Holders are required to report their holdings of certain foreign financial
assets, including equity of foreign entities, if the aggregate value of all of these assets exceeds certain
threshold amounts. The ordinary shares are expected to constitute foreign financial assets subject to
these requirements unless the ordinary shares are held in an account at certain financial institutions.
United States Holders should consult their tax advisors regarding the application of these reporting
requirements.
F.Dividends and Paying Agents
Not applicable.
G.Statement by Experts
Not applicable.
H.Documents on Display
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We are required to make certain filings with the SEC. The SEC maintains an internet website that
contains reports, proxy statements and other information about issuers, like us, that file electronically with
the SEC. The address of that site is www.sec.gov.
We also make available on our website (www.marex.com), free of charge, our annual reports on
Form 20‑F and the text of our reports on Form 6‑K, including any amendments to these reports, as well
as certain other SEC filings, as soon as reasonably practicable after they are electronically filed with or
furnished to the SEC. The information contained on our website is not incorporated by reference into this
Annual Report.
I.Subsidiary Information
Not applicable.
J.Annual Report to Security Holders
If we are required to provide an annual report to security holders in response to the requirements
of Form 6-K, we will submit the annual report to security holders in electronic format in accordance with
the EDGAR Filer Manual.
Item 11.Quantitative and Qualitative Disclosures About Market Risk
Our activities expose us to several financial risks, including credit risk, market risk, and liquidity
risk. We manage these exposures through a suite of mitigating controls supported by our risk
management framework. This framework is designed to be both prudent and adaptive to changes in our
operating and market environment. Ultimate oversight of our risk management framework rests with our
Board of Directors.
The Board’s risk appetite is articulated and controlled through various mechanisms, including risk
appetite statements applicable to each of the different categories of risk, and a defined risk classification
model. Implementation of our risk appetite across the business is overseen by both our Risk Committee
and our Audit and Compliance Committee. Each Committee is responsible for establishing tolerance
levels for the categories of risk within its remit, enabling us to assess risk exposures in the context of our
strategic objectives. These tolerances are classified as (i) low, (ii) moderate, or (iii) acceptable, with the
majority designated as low.
Risk limits, supported by defined triggers, are set for each risk measure by the Risk Committee
and Audit and Compliance Committee pursuant to the authority delegated by our Board of Directors.
These limits establish the operating boundaries within which our executive management team is
authorized to conduct the business. Risk limits may be updated as necessary to reflect changes in our
corporate and strategic priorities, as well as emerging risks. Together, these limits form a key component
of our overall risk appetite framework.
A risk appetite dashboard is maintained by our risk management team and reported monthly to
Executive Management and quarterly to the Risk Committee and the Board. Any breach of a trigger or
risk limit is escalated promptly to determine and implement appropriate remediation.
Risk appetite measures are further supported by a suite of key risk indicators established by our
executive management team to facilitate more granular, day-to-day risk monitoring across the business.
Dedicated personnel within our Risk Department monitor and manage exposures arising from (a) our own
positions and (b) the positions of our clients, including related counterparty exposures, in each case within
the risk appetite set by our Board.
For additional information, see Note 35 to our consolidated financial statements included
elsewhere in this Annual Report.
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Credit risk
The maximum credit risk exposure relating to financial assets is represented by the gross
carrying value as at the balance sheet date. Credit risk in the Group principally arises from cash and cash
equivalents deposited with third party institutions, exposures from transactions and balances with
exchanges and clearing houses, and exposures resulting from transactions and balances relating to
clients and counterparties, some of which have been granted credit lines.
The Group only makes treasury deposits with banks and financial institutions that have received
approval from the Group’s Executive Risk & Credit Committee (or their authorized delegates). These
deposits are also subject to counterparty limits with respect to concentration and maturity.
The Group’s exposure to client and counterparty transactions and balances is managed through
the Group’s credit policies and, where appropriate, the use of initial and variation margin credit limits, in
conjunction with position limits for all clients and counterparties. These exposures are monitored both
intraday and overnight. The limits are set by the Group’s Executive Risk & Credit Committee (or their
authorized delegates) through a formalized process.
The Group has received collateral in respect of its derivative assets during the year ended
December 31, 2025 amounting to $277.0m (2024: $420.1m). Collateral was recognized in amounts
payable to clients.
Market risk
The Group’s activities expose it to financial risks primarily generated through financial (including
interest rate, equity and foreign exchange markets) and commodity market price exposures. The Group’s
Agency & Execution, Market Making and Hedging and Investment Solutions businesses generate market
risk as the Group acts as principal.
In Agency and Execution, while client transactions are typically matched, market risk may arise due
to differences in trade timing or duration.
In Market Making, Marex provides liquidity and acts as principal to transactions, with trading
portfolios exposed to market movements across the instruments in which Marex makes prices – primarily
within the metals, agriculture, energy, and financial securities markets.
Hedging and Investment Solutions activities involve market risk stemming from structured products,
hedging strategies, and investment-related positions designed to meet client risk management objectives.
The Market Risk function is responsible for identifying, measuring, monitoring, and limiting these
market risk exposures across all business segments. Through the application of risk limits, controls, and
governance frameworks, Market Risk seeks to constrain adverse changes in market prices and thereby
limit potential fluctuations in the value of Marex’s trading portfolios.
Market risk sensitivity
The Group manages market risk exposure using appropriate risk management techniques within
predefined and independently monitored parameters and limits. The Group uses a range of tools to
monitor and limit market risk exposures. These include Value-at-Risk ("VaR"), sensitivity limits and stress
testing. VaR is used for Agency & Execution and Market Making with the exception of Darton Group Ltd,
Tangent Trading, whilst stress testing is used for Hedging and Investment Solutions business.
Value at Risk
VaR is a technique that estimates the potential losses that could occur on risk positions as a result
of movements in market rates and prices over a specified time horizon and to a given level of confidence.
The VaR model used by the Group is based on the Historical Simulation technique.
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The Group validates VaR by comparing to alternative risk measures, for example, scenario analysis
and exchange initial margins as well as the back testing of calculated results against actual profit and
loss. The Group recognizes the limitations of VaR by augmenting its VaR limits with other position and
sensitivity limit structures. The Group also applies a wide range of stress testing, both on individual
portfolios and on the Group’s consolidated positions.
Market risk management in the Agency & Execution segment
VaR, risk sensitivity limits and stress testing are used to assess market risk associated with the
Agency & Execution segment. The Agency & Execution segment includes the following eleven desks:
December 31, 2025 | December 31, 2024 | ||
Business | VaR | VaR | Additional risk metrics monitored |
European Emerging Bonds | less than $0.5m | Stress, GMV, DV01, CS01, Aged Inventory | |
Equities Market Making | less than $0.5m | less than $0.5m | Gross long/short and single name equity delta, FX delta |
FX Frontier | less than $0.5m | less than $0.5m | FX delta by currency, tenor and book |
FX OTC | less than $0.5m | less than $0.5m | FX delta by currency, tenor and book |
Interest Rate Swaps | less than $0.5m | less than $0.5m | PV01 by currency and tenor |
U.S. Emerging Corporate Bond | less than $0.5m | less than $0.5m | Stress, GMV, DV01, CS01, Aged Inventory |
U.S. Equity Securities Lending | less than $0.5m | less than $0.5m | Stress, GMV, DV01 |
U.S. Fixed Income Corporate Bond | less than $0.5m | less than $0.5m | Stress, GMV, DV01, CS01, Aged Inventory |
U.S. Fixed Income Financing Services | less than $0.5m | less than $0.5m | Stress, GMV, DV01 |
Marex Fund (Formerly Volatility Performance Fund) | less than $0.5m | less than $0.5m | Equity delta and vega, tenor, FX delta |
Winterflood- Equities Market Making | less than $0.5m | Gross long/short and single name equity delta, FX delta, DV01 |
Market risk management in the Market Making segment
VaR, is used to assess market risk associated with the Market Making segment which include the
following four desks:
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December 31, 2025 | December 31, 2024 | ||
Business | VaR | VaR | Additional risk metrics monitored |
Agricultural | less than $1.0m | less than $3.0m | Outright Delta, Delta spreads, Vega |
Metals | less than $2.0m | less than $2.0m | Outright Delta, Delta spreads, Vega |
CSC Commodities | less than $0.5m | less than $0.5m | Outright Delta, Delta spreads, Vega |
Energy Market Making | less than $1.5m | less than $1.0m | Outright Delta, Delta spreads, Vega, Stress |
Market risk management in the Hedging and Investment Solutions segment
Stress testing is used to assess market risk associated with the Hedging and Investment Solutions
segment. The market risk profile of the business is managed via risk sensitivities according to the
prevailing risk factors of issued products and hedges. This is monitored and controlled daily on a net risk
profile for each desk and supported by additional stress concentration and scenario-based analyses.
Sensitivity analysis measures the impact of individual market factor movements on specific instruments or
portfolios, including the key risks per asset class as follows:
•Commodity risk
•Equity risk
•Foreign exchange risk
•Interest rate risk
•Credit spread risk
•Digital asset risk
Risk sensitivity limits together with scenario stresses are used to manage the market risk for the
Hedging and Investment Solutions segment given the inherent complexity of its products. The products
traded within this segment gives rise to a number of different market risk exposures, commonly known as
the “greeks”, e.g. delta, gamma, vega. Within each asset class, and in aggregate across the segment, the
market risks are captured, measured, monitored and limited within the risk limits agreed with the Market
Risk function.
The net equity market risk exposure to customized OTC derivatives, which includes structured
notes issuance, within Hedging and Investment Solutions, including hedges, using the delta measure for
the year ending December 31, 2025 was less than $17.0m (2024: less than $8.5m). A notional delta
exposure of $17.0m implies that a 1% movement in the underlying equity markets would be expected to
result in an approximate income statement impact of $0.17m. Risks on other asset classes are small.
Sensitivity measures are used to monitor the market risk positions within each risk type, and
granular risk limits are set for each desk with consideration for market liquidity, customer demand and
capital constraints among other factors.
Risk sensitivity calculations are made using a dedicated Risk Engine, whose models have been
validated. They are calculated by altering a risk factor and repricing all products to observe the profit and
loss impact of the change. The Group issues products and enters into OTC derivatives trades on
cryptocurrencies, primarily Bitcoin, Ethereum, Solana, Ripple and their corresponding exchange-traded
funds.
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Foreign currency risk
The Group’s policy is to minimize volatility as a result of foreign currency exposure. We monitor
net exposure in foreign currencies on a daily basis and buy or sell currency to minimize the exposure. We
also enter into hedges for material future dated non-USD commitments through the use of derivative
instruments, which may be designated as cash flow hedge relationships in accordance with the Group's
accounting policy.
The associated gains and losses on derivatives that are used to hedge GBP commitments are
recognized in other comprehensive income and will be recycled when the anticipated commitments take
place and included in the initial cost of the hedged commitments.
As at December 31, 2025, the aggregate amount of gains/(losses) under foreign exchange
forward contracts deferred in the cash flow hedge reserve relating to the exposure on these anticipated
future commitments is a gain of $1.2m (2024: $1.8m loss). It is anticipated that these commitments will
become due monthly over the course of the maturity analysis note above, at which time the amount
deferred in equity will be recycled to profit and loss.
As at December 31, 2025 no ineffectiveness (2024: $nil) has been recognised in profit and loss
arising from the hedging of these future dated GBP commitments.
For additional information, see Note 23 to our consolidated financial statements included
elsewhere in this Annual Report.
Interest rate risk
The Group is exposed to interest rate risk on cash, investments, derivatives, client balances and
bank borrowings. The main interest rate risk is derived from interest-bearing deposits in which the Group
invests surplus funds and bank borrowings, although the Group’s exposure to interest rate fluctuations is
limited through the offset that exists between the bulk of its interest-bearing assets and interest-bearing
liabilities. Since the return paid on client liabilities is generally reset to prevailing market interest rates on
an overnight basis, the Group is only exposed for the time it takes to reset its investments which are held
at rates fixed for a maturity which does not exceed three months, with the exception of US Treasuries,
which have a maturity of up to two years.
The Group’s risk management strategy is to reduce the volatility in the Group’s interest receipts
owing to changes in the short term reference rate for the Group’s short term deposits. As such,
management monitors the reference rates to ensure that any adverse changes in the reference rate does
not adversely affect the Group’s earnings. During 2024, to hedge against future perceived interest rate
headwinds, the Group entered into a series of interest rate swaps in USD and EUR to ensure a smoother
profile of interest rate returns. Further hedges were added during 2025. The Group has designated
certain interest rate swaps as hedging instruments and the associated gains and losses on the interest
rate swaps hedging future interest cash flows are recognized in other comprehensive income.
As at December 31, 2025, the aggregate amount of gains/(losses) under interest rate contracts
deferred in the cash flow hedge reserve relating to the exposure on these anticipated future commitments
is a gain of $11.3m (2024: $24.6m loss). As at December 31, 2025 no ineffectiveness has been
recognised in profit and loss arising from the hedging of these future dated commitments (2024: $nil).
The Group’s exposures to interest rate risk arise from financial assets and liabilities measured at
fair value, issued debt securities, investments, client balances and derivatives. Changes in interest rates
also have an impact on the Group’s net interest income. The overarching risk objective is to match the
risk profile of interest-bearing assets and liabilities, while maintaining risk limits and monitoring processes
for residual exposures. Interest rate risk arising from financial assets and financial liabilities measured at
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fair value within our trading portfolio is managed as part of the market risk management framework. The
Group’s approach to issued debt securities, including medium-term note programs, is to convert fixed rate
coupons to floating rates of interest to match predominantly floating interest rate earning assets. This is
typically achieved using interest rate derivatives, which are designated as fair value hedge relationships in
accordance with the Group’s accounting policy. For further detail on the Group's hedging arrangements,
please refer to Note 23. The interest rate risk of investments is managed by approved risk limits, which
consider credit quality and duration.
The Group’s objective is to reduce the volatility of net interest income arising from client-driven
balances (e.g. cash deposits to meet margin requirements), which can be remunerated on a fixed or
floating (spread) basis. Interest rate exposure arises from fixed rate client interest terms, where the
corresponding assets yield a floating rate of interest at an exchange, bank account and investments. The
Group has entered into a rolling portfolio of interest rate swaps, for a portion of relevant client balances,
which are designated as fair value hedges in accordance with the Group accounting policy.
The interest rate movements are monitored for potential impact to net interest income ('NII')
continuously. The Group is sensitive to movements in short term rates, as changes to the rate will require
a rebalancing of any fixed rate exposure. The Group considers that short term rates include rates that
reference periods between overnight and 3 months on the basis that these are the most common fixing
periods for interest rate products. The interest rate exposure is managed using a variety of instruments
and is exposed to material changes in the short term rates as these are likely to reflect fixing periods
during which floating rate exposure is effectively fixed until the next fixing date is reached. Analysis of
recent changes to short term rates suggest that movements are usually within a 100bps range; this is
based on a review of Fed Funds rate moves between January 2023 and December 2025 and as such,
the Group has considered a movement of 100bps to be a material scenario over a 3-month period.
The Group has modelled the interest rate sensitivity to include the impact of rate movements on
the income earned on average investment balances offset with expenses paid on interest bearing
liabilities and debt funding. This reflects the proportion of client assets which are interest bearing and the
average balances of our debt funding. The sensitivity analysis has been determined based on the
exposure at the reporting date and does not include effects that may arise from increased margin calls at
exchanges, changes in client behavior or related management actions.
It is estimated, that as at December 31, 2025, if the relevant short term interest rates had been
100bps higher, NII on interest-bearing financial assets and financial liabilities for the year ended
December 31, 2025 would increase by $34.0m (2024: $17.0m). If the short-term interest rates had been
100bps lower, NII for interest-bearing financial assets and financial liabilities for the year ended December
31, 2025 would decrease by $34.0m (2024: $17.0m). This impact relates solely to NII and does not
include the impact of compensation or taxes which would reduce the impact on profit after tax.
For additional information, see Note 23 to our consolidated financial statements included
elsewhere in this Annual Report.
Fair value hedge
As part of the Group's management of market risk exposures, the following fair value hedges
were in place as at December 31, 2025 and 2024:
–An interest rate swap and a cross currency swap agreement in place with a notional amount of €300m
whereby the Group receives SOFR + 6.1% and $327.3m in return for €300m and paying fixed
8.375%. The interest rate swap and cross currency swap are being used to hedge the exposure to
changes in the fair value of the fixed rate 8.375% senior debt issuance.
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–An interest rate swap with a notional amount of $600.0m whereby the Group receives the fixed rate of
6.404% and pays the floating rate of SOFR + 2.5751%. The risk being hedged is the exposure to
changes in the fair value of the fixed-rate senior bond issuance due to fluctuations in market interest
rates.
The Group entered into the following hedges during the year ended 31 December 2025:
•An interest rate swap entered into in May 2025 as part of the senior note issuance. The swap has
a notional amount of $500.0m whereby the Group receives the fixed rate of 5.829% and pays the
floating rate of the Secured Overnight Financing Rate ("SOFR") + 2.4187%. The risk being
hedged is the exposure to changes in the fair value of the fixed-rate senior bond issuance due to
fluctuations in market interest rates.
•Interest rate swap agreements entered into in 2025 with respect to certain U.S. treasury
instruments acquired during the period. The swaps have a cumulative notional amount of
$300.0m whereby the Group receives the floating rate of SOFR and pays the fixed rate under
each contract. The risk being hedged is the exposure to changes in the fair value of the entire
portion of the fixed-rate U.S. treasury instruments due to fluctuations in market interest rates.
There is an economic relationship between the hedged items and the hedging instruments as the
terms of the interest rate swap match the terms of the fixed rate loan (i.e. notional amount, maturity,
payment and reset dates). The Group has established a hedge ratio of 1:1 for the hedging relationships
as the underlying risk of the interest rate swap is identical to the hedged risk component. To test the
hedge effectiveness, the Group uses the hypothetical derivative method and hedge effectiveness is
assessed by comparing the changes in the fair value of the hedging instrument against the changes in the
fair value of the hypothetical derivative representing the hedged risk.
Hedge ineffectiveness can arise from:
•different interest rate curve applied to discount the hedged item and hedging instrument;
•differences in timing of cash flows of the hedged item and hedging instrument;
•the counterparties’ credit risk differently impacting the fair value movements of the hedging
instrument and hedged item.
For additional information, see Note 23 to our consolidated financial statements included
elsewhere in this Annual Report.
Concentration risk
To mitigate the concentration of credit risk exposure to a particular single customer, counterparty
or group of affiliated customers or counterparties, the Group monitors these exposures carefully and
ensures that these remain within pre-defined limits. Large exposure limits are determined in accordance
with appropriate regulatory rules.
Further concentration risk controls are in place to limit exposure to clients or counterparties within
single countries of origin and operation through specific country credit risk limits as set by the Board Risk
Committee.
The largest concentration of cash balances as at December 31, 2025 was 56% (2024: 44%) to a
UK-based, A+ rated global banking group (2024: UK-based, AA- rated global banking group).
The largest concentration of exposures to exchanges, clearing houses and other counterparties
as at December 31, 2025 was 30% to the CME (2024: 26%) and 8% to Eurex (2024: 3%).
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The largest concentration of exposures to treasury instruments is to the United States
Government as 100% (2024: 86%) of the instruments are issued by the U.S. Government or a U.S.
Government sponsored enterprise.During the year the Group elected to include only direct exposure to
Treasury instruments and Reverse Repurchase Agreements which have been pledged or repledged as
collateral are no longer included (refer to Note 18 for further detail).
Liquidity risk
The Group defines liquidity risk as the risk of not being able to meet current and future cash flow
and collateral needs without undue cost or adverse impact on the Group’s financial standing. Liquidity risk
is assessed and managed under the Internal Capital Adequacy and Risk Assessment (ICARA) process,
as required by the UK Investment Firm Prudential Regime (IFPR) under the supervision of the Financial
Conduct Authority. The Group also has an internal Liquidity Risk Framework, which supplements and
complements the ICARA process.
The Group’s main liquidity risk exposures arise from structured products issued under the
Financial Product Program, provision of derivative hedging solutions and provision of client clearing
services. Market risks arising from structured products are hedged in derivative form and Marex is
required to post margin to its hedging counterparties. Structured products in note format also give rise to
refinancing risk. Some structured notes (e.g. autocallable notes) have early redemption features which
are automatically triggered when predetermined conditions are met. This results in a dynamic maturity
profile for a portion of the outstanding structured notes issuance. Client derivative solutions and clearing
services also give rise to short-term liquidity risk exposure as Marex is obligated to post margin to clearing
houses and hedging counterparties, which may be before receiving margin from clients.
A fundamental pillar of the ICARA is the liquid asset threshold requirement, which is sized
according to a daily dynamic liquidity stress testing process. The liquidity stress test considers a
combination of market-driven and idiosyncratic scenarios covering the Group’s liquidity risk exposures.
The effect of structured note early redemption features is monitored as part of the Group’s funding metrics
and factored into the liquidity stress test. The Group has limits and early warning indicators for its liquidity
metrics, including the headroom of liquid assets above the liquidity requirement, which are monitored
daily. In the event of a deterioration in liquidity headroom, the Group has access to $380.0m (2024:
$275.0m committed revolving credit facilities, of which $150m is available to the Group as a whole (note
27(c)), as well as secured borrowing arrangements and a range of liquidity recovery options as set out in
the liquidity framework.
For additional information, see Note 35 to our consolidated financial statements included
elsewhere in this Annual Report.
Item 12.Description of Securities Other Than Equity Securities
Not applicable.
Item 13.Defaults, Dividend Arrearages and Delinquencies
None.
Item 14.Material Modifications to the Rights of Security Holders and Use of Proceeds
Material Modifications to Rights of Holders
None.
Use of Proceeds
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On April 24, 2024, the SEC declared effective our registration statement on Form F-1 (File No.
333-278231), as amended, filed in connection with our IPO (the “Registration Statement”). Pursuant to
the Registration Statement, we registered the offer and sale of 3,846,153 of our ordinary shares, nominal
value $0.001551 per ordinary share, and certain of our existing shareholders (the “Selling Shareholders”)
offered 11,538,462 of our ordinary shares. We did not receive any proceeds from the sale of ordinary
shares by the Selling Shareholders, as defined in the Registration Statement. Barclays Capital Inc.,
Goldman Sachs & Co. LLC, Jefferies LLC, Keefe, Bruyette & Woods, Inc., Citigroup Global Markets Inc.,
UBS Securities LLC, Piper Sandler & Co., HSBC Securities (USA) Inc., Drexel Hamilton, LLC and Loop
Capital Markets LLC acted as representatives of the underwriters for the offering.
The offering terminated after the sale of all securities registered pursuant to the Registration Statement.
As of December 31, 2024, net proceeds of $68.3m from our IPO had been used for working capital and
general corporate purposes, with headroom to fund future incremental growth. There has been no
material change in the expected use of the net proceeds from our IPO as described in our final
prospectus, dated April 24, 2024, filed with the pursuant to Rule 424(b) relating to our Registration
Statement. As of the date of the filing of this Annual Report, we have used all of the net proceeds from the
IPO.
Item 15.Controls and Procedures
A.Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)
under the Exchange Act) that are designed to ensure that information required to be disclosed in the
reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within
the time periods specified in the SEC’s rules and forms, and that such information is accumulated and
communicated to management, including our Chief Executive Officer and Chief Financial Officer, as
appropriate to allow for timely decisions regarding required disclosure. Any controls and procedures, no
matter how well designed and operated, can provide only reasonable assurance of achieving the desired
control objectives.
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer,
evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of
December 31, 2025. Based on such evaluation, our management, including our Chief Executive Officer
and Chief Financial Officer, concluded that, as of December 31, 2025, our disclosure controls and
procedures were not effective at the reasonable assurance level due to the existence of material
weaknesses in our internal control over financial reporting as described below.
B.Management’s Annual Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over
financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act).
Our management assessed the effectiveness of our internal control over financial reporting as of
December 31, 2025. In making this assessment, management used the framework and criteria
established in Internal Control-Integrated Framework (2013), issued by the Committee of Sponsoring
Organizations of the Treadway Commission (“COSO”).
As permitted by related SEC staff interpretive guidance for newly acquired businesses, we have
excluded Hamilton Court and Winterflood from the scope of management’s report on internal control over
financial reporting due to timing of these acquisitions. Hamilton Court and Winterflood were acquired in
July 2025 and December 2025, respectively, and collectively, they represent approximately 3.5% of total
assets as of December 31, 2025, and 3.6% and 3.3% of revenue and profit before tax, respectively, for
the year then ended.
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Based upon this assessment, our management, including our Chief Executive Officer and Chief
Financial Officer, concluded that, as a result of the material weaknesses described below, our internal
control over financial reporting was not effective as of December 31, 2025. Notwithstanding such material
weaknesses, management has concluded that our consolidated financial statements included in this
Annual Report fairly present, in all material respects, our financial condition, results of operations and
cash flows at and for the periods presented in accordance with IFRS.
Material Weaknesses in Internal Control
A material weakness is a deficiency, or combination of deficiencies, in internal control over
financial reporting, such that there is a reasonable possibility that a material misstatement of our annual
or interim financial statements will not be prevented or detected on a timely basis.
During fiscal year 2025, with oversight from the Audit and Compliance Committee, we made
significant progress towards remediation of the material weaknesses disclosed as of December 31, 2024,
which related to: (i) the lack of maintaining a sufficient complement of accounting and financial reporting
resources commensurate with our financial reporting requirements; (ii) the lack of designing and
maintaining an effective risk assessment process, which led to improperly designed controls; (iii) the lack
of maintaining appropriate control activities to support the review of account reconciliations and balance
sheet substantiation, the appropriate segregation of duties over manual journal entries and rights over
access administrative controls; and (iv) the failure to document, thoroughly communicate and monitor
control processes and relevant accounting policies and procedures. Our remediation measures included
the following:
•We hired additional individuals with the requisite internal control, accounting and financial
reporting knowledge and experience to assist with the enhancement and implementation of
internal control procedures.
•We designed and maintained a comprehensive risk assessment and identified controls to support
key risks related to financial reporting.
•We implemented appropriate controls for segregation of duties over the preparation and posting of
manual journal entries.
•We strengthened balance sheet substantiation controls over a number of account balances of
critical importance to our business and client activities, for example control activities to support the
review of cash and cash equivalents.
•We enhanced and implemented IT policies, procedures and controls related to user provisioning
and terminations, periodic access reviews and privileged access.
•We implemented continuous evaluation and monitoring procedures over business process and IT
controls.
These remediation efforts have improved our internal control over financial reporting and resulted
in the remediation of previously disclosed material weaknesses (i), (ii) and (iv) described above as of
December 31, 2025.
As of December 31, 2025, our management concluded that the following material weaknesses
existed, as we did not:
•Design and maintain effective controls over information technology (“IT”) general controls related
to user and privileged access to certain systems and data that support our financial reporting
processes. As a result, certain of our process-level IT dependent manual and automated controls
that rely upon the affected IT systems, or information coming from these systems, were also
deemed ineffective.
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•Design and maintain effective controls over balance sheet account substantiation, including
reconciliations.
Material Weaknesses Remediation Activities
We are committed to maintaining a strong internal control environment. During fiscal year 2026, with the
oversight of the Audit and Compliance Committee, our continued and planned remediation efforts will
include taking comprehensive action to address the material weaknesses described above. These actions
will include, among other things:
•Enhancing the design and consistent execution of IT General Controls around user access
including end user, system and privileged accounts for systems supporting financial reporting
through implementation of automated workflows and enhanced governance and monitoring
controls.
•Additional training and strengthening of governance, review and oversight of balance sheet
substantiation controls, reinforcing policies and ensuring that standard operating procedures are
followed to enable consistent execution.
•Targeted action plans to supplement and enhance the design of existing controls over balance
sheet account substantiation, including reconciliations, to meet required standards.
C.Attestation Report of the Registered Public Accounting Firm
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of Marex Group plc
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Marex Group plc (the “Company”)
and subsidiaries (the “Group”) as of December 31, 2025, based on criteria established in Internal Control
— Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO). In our opinion, because of the effect of the material weaknesses identified below on
the achievement of the objectives of the control criteria, the Group has not maintained effective internal
control over financial reporting as of December 31, 2025, based on criteria established in Internal Control
— Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting
Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year
ended December 31, 2025, of the Group and our report dated March 25, 2026, expressed an unqualified
opinion on those financial statements.
As described in Management’s Annual Report on Internal Control over Financial Reporting,
management excluded from its assessment the internal control over financial reporting at Hamilton Court
Group Limited (“Hamilton Court”), and Winterflood Securities (“Winterflood”), which were acquired on July
1, 2025 and December 1, 2025, respectively, and whose financial statements collectively constitute 3.5%
of total assets, 3.6% of revenue, and 3.3% of profit before tax of the consolidated financial statement
amounts as of and for the year ended December 31, 2025. Accordingly, our audit did not include the
internal control over financial reporting at Hamilton Court and Winterflood.
Basis for Opinion
The Group’s management is responsible for maintaining effective internal control over financial
reporting and for its assessment of the effectiveness of internal control over financial reporting, included in
the accompanying Management’s Annual Report on Internal Control over Financial Reporting.
Our responsibility is to express an opinion on the Group’s internal control over financial reporting
based on our audit. We are a public accounting firm registered with the PCAOB and are required to be
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independent with respect to the Group in accordance with the U.S. federal securities laws and the
applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether effective internal
control over financial reporting was maintained in all material respects. Our audit included obtaining an
understanding of internal control over financial reporting, assessing the risk that a material weakness
exists, testing and evaluating the design and operating effectiveness of internal control based on the
assessed risk, and performing such other procedures as we considered necessary in the circumstances.
We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles. A company’s internal
control over financial reporting includes those policies and procedures that (1) pertain to the maintenance
of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the
assets of the group; (2) provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted accounting principles,
and that receipts and expenditures of the company are being made only in accordance with
authorizations of management and directors of the company; and (3) provide reasonable assurance
regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the group’s
assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or
detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to
the risk that controls may become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.
Material Weaknesses
A material weakness is a deficiency, or a combination of deficiencies, in internal control over
financial reporting, such that there is a reasonable possibility that a material misstatement of the
company’s annual or interim financial statements will not be prevented or detected on a timely basis.
As of December 31, 2025 we concluded that the following material weaknesses exist as
management did not:
•Design and maintain effective information technology (“IT”) general controls related to user and
privileged access to certain systems and data that support the Company’s financial reporting
processes. As a result, certain of our process level IT dependent manual and automated controls
that rely upon the affected IT systems, or information coming from these systems, were also
deemed ineffective; and
•Design and maintain effective controls over balance sheet account substantiation, including
reconciliations.
These material weaknesses were considered in determining the nature, timing, and extent of audit
tests applied in our audit of the consolidated financial statements as of and for the year ended December
31, 2025, of the Group, and this report does not affect our report on such financial statements
/s/ Deloitte LLP
London, United Kingdom
March 25, 2026
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D.Changes in Internal Control Over Financial Reporting
Except for the changes relating to our implementation of the remediation plans discussed above,
there have been no other changes in our internal control over financial reporting that occurred during the
period covered by this Annual Report that have materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.
Item 16.[Reserved]
Item 16A.Audit Committee Financial Expert
Our Board has determined that Sarah Ing is considered an “audit committee financial expert” as
defined in Item 16A of Form 20-F under the Exchange Act. Our Board has also determined that Sarah Ing,
Linda Myers, John Pietrowicz and Konstantin Graf von Schweinitz each satisfies the “independence”
requirements set forth in Rule 10A-3 under the Exchange Act.
Item 16B.Code of Ethics
We have adopted a Code of Business Conduct and Ethics that applies to all our employees,
officers and directors. Our Code of Business Conduct and Ethics addresses, among other things, conflicts
of interest, confidential information, company assets, confidentiality, compliance with laws and regulations
and corporate opportunity requirements and the process for reporting violations of the Code of Business
Conduct and Ethics. Our Code of Business Conduct and Ethics is intended to meet the definition of “code
of ethics” under Item 16B of 20-F under the Exchange Act.
We will disclose on our website any amendment to, or waiver from, a provision of our Code of
Business Conduct and Ethics that applies to our directors or executive officers to the extent required
under the rules of the SEC or the Nasdaq. Our Code of Business Conduct and Ethics is available on our
website at https://www.marex.com. The information contained on or through our website, or any other
website referred to herein, is not incorporated by reference in this Annual Report.
We granted no waivers under our Code of Business Conduct and Ethics in 2025.
Item 16C.Principal Accountant Fees and Services
The following table sets forth, for each of the years indicated, the fees billed by Deloitte LLP, our
independent registered public accounting firm. :
2025 | 2024 | |
$m | $m | |
Audit Fees ............................................................................................................................... | 14.5 | 10.9 |
Audit Related Fees ................................................................................................................ | 1.1 | 2.1 |
All Other Fees ........................................................................................................................ | 0.0 | 0.0 |
Total ........................................................................................................................................ | 15.6 | 13.0 |
The registered business address of Deloitte LLP is 2 New Street Square, London, EC4A 3BZ, United
Kingdom.
Audit Fees
Audit fees for the years ended December 31, 2025 and 2024 were related to the audit of our consolidated
and subsidiary financial statements and other audit or interim review services provided in connection with
statutory and regulatory filings or engagements.
Audit Related Fees
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Audit related fees for the year ended December 31, 2025 relate to assurance and acquisition services
and for the year ended December 31, 2024 relate to services in connection with our IPO listing.
Pre-Approval Policies and Procedures
The advance approval of the Audit and Compliance Committee or members thereof, to whom approval
authority has been delegated, is required for all audit and non-audit services provided by our auditors.
All services provided by our auditors are approved in advance by either the Audit and Compliance
Committee or members thereof, to whom authority has been delegated, in accordance with the Audit and
Compliance Committee’s pre-approval policy.
Item 16D.Exemptions from the Listing Standards for Audit Committees
Not applicable.
Item 16E.Purchases of Equity Securities by the Issuer and Affiliated Purchasers
None.
Item 16F.Change in Registrant’s Certifying Accountant
None.
Item 16G.Corporate Governance
As a Foreign Private Issuer, as defined by the SEC, we are permitted to follow our home country’s
corporate governance practices rather than certain Nasdaq requirements applicable to domestic issuers.
We intend to rely on this foreign private issuer exemption with respect to the following
requirements:
•Nasdaq Rule 5620(c) regarding quorum requirements applicable to meetings of
shareholders. Such quorum requirements are not required under English law. In
accordance with generally accepted business practice, our amended and restated
articles of association and the Companies Act provide alternative quorum requirements
that are generally applicable to meetings of shareholders.
•Nasdaq Rule 5635(c) regarding shareholder approval requirements for the issuance of
securities in connection with a stock option or purchase plan that is established or
materially amended or other equity compensation arrangement is made or materially
amended.
•Nasdaq Rule 5635(d) regarding shareholder approval requirements for the issuance of
more than 20% of the outstanding ordinary shares of the issuer.
•Nasdaq Rule 5605(e), which requires that director nominees must either be selected, or
recommended for the board’s selection, either by independent directors constituting a
majority of the board’s independent directors in a vote in which only independent
directors participate, or a nomination committee comprised solely of independent
directors.
Except as stated above, we intend to comply with the rules generally applicable to U.S. domestic
companies listed on Nasdaq. We may in the future decide to use other foreign private issuer
exemptions with respect to some or all of the other Nasdaq listing requirements. Following our
home country governance practices, as opposed to the requirements that would otherwise apply
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to a company listed on Nasdaq, may provide less protection than is accorded to investors under
Nasdaq listing requirements applicable to domestic issuers..
Item 16H.Mine Safety Disclosure
Not applicable.
Item 16I.Disclosure Regarding Foreign Jurisdictions That Prevent Inspections
Not applicable.
Item 16J.Insider Trading Policies
We have adopted an Insider Trading policy governing the purchase, sale, and other dispositions
of our securities by directors, executive officers and employees. A copy of our insider trading policy is
attached as Exhibit 11.1 to this Annual Report.
Item 16K.Cybersecurity
Risk Management and Strategy
cybersecurity risks across its enterprise. Cybersecurity considerations are integrated into Marex’s
operational processes and its enterprise risk management framework. These considerations are aligned
with the methodologies, reporting structures, and governance processes that apply to other key risk
categories, including legal, compliance, strategic, operational, and financial risks.
As part of this integrated approach, Marex has implemented a layered cybersecurity risk
management program designed to identify, assess, and manage cybersecurity risks.
National Institute of Standards and Technology (NIST) Cybersecurity Framework, ISO/IEC 27001, and
relevant industry best practices. Reference to these frameworks does not represent a statement that
Marex complies with any specific technical standard or certification. Rather, these frameworks are used
as guides to support the identification, assessment, and management of cybersecurity risks relevant to
our business.
Key components of Marex’s cybersecurity risk management program include, but are not limited
to:
•Cybersecurity risk assessments intended to identify material risks arising from cybersecurity
threats to our critical systems and information;
•A dedicated security function with primary responsibility for (i) cybersecurity risk assessment
processes, (ii) the design and operation of security controls, and (iii) the coordination of responses
to cybersecurity incidents;
•Cybersecurity awareness and training programs for employees, including personnel involved in
incident response, as well as senior management;
•A range of technical and procedural measures designed to prevent, detect, escalate, investigate,
remediate, and recover from identified vulnerabilities and cybersecurity incidents in a timely
manner, including monitoring and detection tools, internal reporting mechanisms, and other
security controls;
•A formal cybersecurity incident response plan that sets out processes and procedures for
responding to cybersecurity incidents; and
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•The engagement, where appropriate, of third-party service providers and consultants to assess,
test, monitor, or otherwise support aspects of our cybersecurity processes and controls.
Recognizing that third-party
Marex maintains a third-party risk management program to evaluate the risks from key vendors are
commensurate with the vendor’s criticality and risk profile.
As previously disclosed, in January 2023, ION, a third-party service provider on which Marex
relies for certain back-office services, experienced a cybersecurity incident that temporarily disrupted
access to trade management and reporting systems. Based on information available to us, no personal
information was lost or exfiltrated as a result of this incident. Following the incident, ION implemented
additional security measures.
affected us, including our operations, business strategy, results of operations, or financial condition.
Nevertheless, Marex is subject to cybersecurity risks that, if realized, could be reasonably likely to
materially affect our operations, business strategy, results of operations, or financial condition. For
additional information regarding these risks, see “Risk Factors – If we or our third-party providers fail to
protect our IT systems or confidential information, this could, among other things, limit our ability to
conduct our operations and lead to legal liability, material financial penalties, or damage to our reputation,
which could materially affect our business, results of operations, and financial condition.”
187
Governance
responsibilities and has delegated primary oversight of cybersecurity to the Risk Committee (the
“Committee”), including oversight of Marex’s cybersecurity risk management program.
cybersecurity risks. Management also provides additional updates to the Committee, where it deems
appropriate, regarding cybersecurity incidents that it considers significant.
addition, the Board receives briefings from management on Marex’s cybersecurity risk management
program. As part of the Board’s continuing education, directors periodically receive presentations on
cybersecurity topics from the Head of Information Security, internal security personnel, or external
subject-matter experts.
for the overall cybersecurity risk management program and oversees both internal cybersecurity
personnel and external cybersecurity consultants engaged by Marex. Members of the management team
each have more than 20 years of relevant industry experience.
Management supervises efforts to prevent, detect, mitigate and remediate cybersecurity risks and
incidents through a variety of mechanisms, including regular briefings from internal security teams; threat
intelligence and other information obtained from governmental, public and private sources; input from
external advisors; and alerts and reports generated by security tools deployed within the IT environment.
Item 17.Financial Statements
We have provided financial statements pursuant to Item 18.
Item 18.Financial Statements
The audited consolidated financial statements as required under Item 18 are attached hereto
starting on page 201 of this Annual Report. The audit report of Deloitte LLP, an independent registered
public accounting firm, is included herein preceding the audited consolidated financial statements.
188
Item 19.Exhibits
The following are filed as exhibits hereto:
Incorporation by Reference | ||||||
Exhibit No. | Description | Form | File No. | Exhibit No. | Filing Date | Filed / Furnished |
1.1 | Amended and Restated Articles of Association of Marex Group plc | F-1 | 333-278231 | 3.1 | April 26, 2024 | |
2.1 | Description of Securities | * | ||||
2.2 | Shareholders’ Agreement by and among the Registrant and certain shareholders of the Registrant | 20-F | 001-42020 | 2.2 | March 21, 2025 | |
2.3 | Registration Rights Agreement by and among the Registrant and certain shareholders of the Registrant | 20-F | 001-42020 | 2.3 | March 21, 2025 | |
2.4 | Senior Indenture dated as of October 15, 2024 between Marex Group plc and Citibank, N.A., as trustee | F-1 | 333-282656 | 4.1 | October 22, 2024 | |
2.5 | Form of Master Global Note (included in 2.4 above) | F-1 | 333-282656 | 4.2 | October 22, 2024 | |
2.6 | First Supplemental Indenture dated as of November 4, 2024 to the Senior Indenture dated as of October 15, 2024 between Marex Group plc and Citibank, N.A., as trustee | 6-K | 001-42020 | 4.2 | November 4, 2024 | |
2.7 | Second Supplemental Indenture dated as of May 8, 2025 to the Senior Indenture dated as of October 15, 2024 between Marex Group plc and Citibank, N.A., as trustee | 6-K | 001-42020 | 4.2 | May 8, 2025 | |
2.8 | Subordinated Indenture dated as May 1, 2025 between Marex Group plc and Citibank N.A., as trustee | F-3 | 333-286884 | 4.4 | May 1, 2025 | |
2.9 | Contingent Capital Securities Indenture dated as May 1, 2025 between Marex Group plc and Citibank N.A., as trustee | F-3 | 333-286884 | 4.5 | May 1, 2025 | |
2.10 | Senior Indenture dated as of August 4, 2025 between Marex Group plc and The Bank of New York Mellon as trustee | F-3 | 333-289203 | 4.1 | August 4, 2025 | |
2.11 | Form of Master Global Security (included in 2.10 above) | F-3 | 333-289203 | 4.2 | August 4, 2025 | |
4.1† | Form of Deed Indemnity | F-1 | 333-278231 | 10.3 | April 15, 2024 | |
4.2† | Marex Group plc Retention Long Term Incentive Plan | F-1 | 333-278231 | 10.4 | April 15, 2024 | |
4.3† | Marex Group plc 2021 Deferred Bonus Plan | F-1 | 333-278231 | 10.5 | April 15, 2024 | |
4.4† | Marex Group plc 2022 Deferred Bonus Plan | F-1 | 333-278231 | 10.6 | April 15, 2024 | |
4.5† | Long-Term Incentive Plan | F-1 | 333-278231 | 10.7 | April 15, 2024 | |
4.6† | Marex Group plc Global Omnibus Plan | S-8 | 333-278953 | 99.5 | April 26, 2024 | |
189
4.7† | Marex Group Limited 2007 Employee Share Purchase Plan, as amended on April 10, 2024 | F-1 | 333-278231 | 10.10 | April 15, 2024 | |
4.8 | Form of Company Lock-up Agreement | F-1 | 333-278231 | 10.11 | April 15, 2024 | |
4.9† | Marex Group plc Employee Share Purchase Plan | S-8 | 333-278953 | 99.6 | April 26, 2024 | |
8.1 | List of Subsidiaries. | * | ||||
11.1 | Insider Trading Policy | 20-F | 001-42020 | 11.1 | March 21, 2025 | |
12.1 | Principal Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | * | ||||
12.2 | Principal Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | * | ||||
13.1 | Principal Executive Officer Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ** | ||||
13.2 | Principal Financial Officer Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ** | ||||
15.1 | Consent of Deloitte LLP, an independent registered public accounting firm. | * | ||||
97.1 | Policy for Recovery of Erroneously Awarded Compensation | * | ||||
101.INS | Inline XBRL Instance Document – the instance document appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | * | ||||
101.SCH | Inline XBRL Taxonomy Extension Schema Document. | * | ||||
101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | * | ||||
101.DEF | Inline XBRL Taxonomy Definition Linkbase Document. | * | ||||
101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. | * | ||||
101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | * | ||||
104 | Cover Page Interactive Data File (formatted as Inline XBRL and | * |
*Filed herewith.
**Furnished herewith.
†Indicates management contract or compensatory plan or arrangement.
Certain agreements filed as exhibits to this Annual Report contain representations and warranties
that the parties thereto made to each other. These representations and warranties have been made solely
for the benefit of the other parties to such agreements and may have been qualified by certain information
that has been disclosed to the other parties to such agreements and that may not be reflected in such
agreements. In addition, these representations and warranties may be intended as a way of allocating
190
risks among parties if the statements contained therein prove to be incorrect, rather than as actual
statements of fact. Accordingly, there can be no reliance on any such representations and warranties as
characterizations of the actual state of facts. Moreover, information concerning the subject matter of any
such representations and warranties may have changed since the date of such agreements.
191
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that
it has duly caused and authorized the undersigned to sign this Annual Report on its behalf.
MAREX GROUP PLC | ||
Date: March 25, 2026 | By: | /s/ Ian Lowitt |
Name: | Ian Lowitt | |
Title: | Chief Executive Officer | |
Date: March 25, 2026 | By: | /s/ Rob Irvin |
Name: | Rob Irvin | |
Title: | Chief Financial Officer | |
192
Exhibit 12.1
CERTIFICATION
I, Ian Lowitt, Chief Executive Officer, certify that:
1.I have reviewed this annual report on Form 20-F of Marex Group plc;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to the period covered by
this report;
3.Based on my knowledge, the financial statements, and other financial information included in this
report, fairly present in all material respects the financial condition, results of operations and cash
flows of the company as of, and for, the periods presented in this report;
4.The company’s other certifying officer(s) and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))
and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the company and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the company, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the period in
which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
generally accepted accounting principles;
(c)Evaluated the effectiveness of the company’s disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the disclosure
controls and procedures, as of the end of the period covered by this report based on
such evaluation; and
(d)Disclosed in this report any change in the company’s internal control over financial
reporting that occurred during the period covered by the annual report that has
materially affected, or is reasonably likely to materially affect, the company’s internal
control over financial reporting; and
5.The company’s other certifying officer(s) and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the company’s auditors and the Audit and
Compliance Committee of the company’s board of directors (or persons performing the equivalent
functions):
(a)All significant deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely to adversely affect
the company’s ability to record, process, summarize and report financial information;
and
(b)Any fraud, whether or not material, that involves management or other employees
who have a significant role in the company’s internal control over financial reporting.
193
Date: March 25, 2026 | By: | /s/ Ian Lowitt |
Chief Executive Officer | ||
(Principal Executive Officer) |
194
Exhibit 12.2
CERTIFICATION
I, Rob Irvin, Chief Financial Officer, certify that:
1.I have reviewed this annual report on Form 20-F of Marex Group plc;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to the period covered by
this report;
3.Based on my knowledge, the financial statements, and other financial information included in this
report, fairly present in all material respects the financial condition, results of operations and cash
flows of the company as of, and for, the periods presented in this report;
4.The company’s other certifying officer(s) and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))
and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the company and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls
and procedures to be designed under our supervision, to ensure that material information
relating to the company, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this report is being
prepared;
(b)Designed such internal control over financial reporting, or caused such internal control
over financial reporting to be designed under our supervision, to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting
principles;
(c)Evaluated the effectiveness of the company’s disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the disclosure controls
and procedures, as of the end of the period covered by this report based on such
evaluation;
(d)Disclosed in this report any change in the company’s internal control over financial
reporting that occurred during the period covered by the annual report that has materially
affected, or is reasonably likely to materially affect, the company’s internal control over
financial reporting; and
5.The company’s other certifying officer(s) and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the company’s auditors and the Audit and
Compliance Committee of the company’s board of directors (or persons performing the equivalent
functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal
control over financial reporting which are reasonably likely to adversely affect the
company’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who
have a significant role in the company’s internal control over financial reporting.
195
Date: March 25, 2026 | By: | /s/ Rob Irvin |
Chief Financial Officer | ||
(Principal Financial Officer) |
196
Exhibit 13.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report on Form 20-F of Marex Group plc (the “Company”) for the
year ended December 31, 2025 as filed with the Securities and Exchange Commission on the date hereof
(the “Report”), I, Ian Lowitt, the Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of
my knowledge:
1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended;
2.The information contained in the Report fairly presents, in all material respects, the financial
condition and results of operations of the Company.
Date: March 25, 2026 | By: | /s/ Ian Lowitt |
Chief Executive Officer | ||
(Principal Executive Officer) |
197
Exhibit 13.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report on Form 20-F of Marex Group plc (the “Company”) for the
year ended December 31, 2025 as filed with the Securities and Exchange Commission on the date hereof
(the “Report”), I, Rob Irvin, the Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of
my knowledge:
1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended; and
2.The information contained in the Report fairly presents, in all material respects, the financial
condition and results of operations of the Company.
Date: March 25, 2026 | By: | /s/ Rob Irvin |
President and Chief Financial Officer | ||
(Principal Financial Officer) |
198
Financial Statements
Financial Statements | |
Report of Independent Registered Public Accounting Firm - Deloitte LLP (PCAOB ID No. | 199 |
Consolidated Income Statement | 201 |
Consolidated Statement of Comprehensive Income | 202 |
Consolidated Statement of Financial Position | 203 |
Consolidated Statement of the Changes in Equity | 205 |
Consolidated Statement of Cash Flows | 208 |
Notes to the Consolidated Financial Statements | 210 |
Company Financial Statements | 310 |
Company Statement of Financial Position | 311 |
Company Statement of Cash Flows | 312 |
Notes to the Company Financial Statements | 313 |
199
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of Marex Group plc.
Opinion on the Financial Statements
We have audited the accompanying consolidated statements of financial position of Marex Group
plc (the “Company”) and subsidiaries (the “Group”) as at December 31, 2025 and 2024, the related
consolidated income statements, statements of comprehensive income, changes in equity, and cash
flows, for each of the three years in the period ended December 31, 2025, and the related notes
(collectively referred to as the “financial statements”). In our opinion, the financial statements present
fairly, in all material respects, the financial position of the Group as at December 31, 2025 and 2024, and
the results of its operations and its cash flows for each of the three years in the period ended December
31, 2025, in conformity with IFRS Accounting Standards as issued by the International Accounting
Standards Board (IASB).
We have also audited, in accordance with the standards of the Public Company Accounting
Oversight Board (United States) (PCAOB), the Group’s internal control over financial reporting as at
December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013)
issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated
March 25, 2026, expressed an adverse opinion on the Group’s internal control over financial reporting
because of material weaknesses.
Basis for Opinion
These financial statements are the responsibility of the Group’s management. Our responsibility is
to express an opinion on the Group’s financial statements based on our audits. We are a public
accounting firm registered with the Public Company Accounting Oversight Board (United States)
(PCAOB) and are required to be independent with respect to the Group in accordance with the U.S.
federal securities laws and the applicable rules and regulations of the Securities and Exchange
Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement, whether due to error or fraud. Our audits included performing
procedures to assess the risks of material misstatement of the financial statements, whether due to error
or fraud, and performing procedures that respond to those risks. Such procedures included examining, on
a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also
included evaluating the accounting principles used and significant estimates made by management, as
well as evaluating the overall presentation of the financial statements. We believe that our audits provide
a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current-period audit of the
financial statements that was communicated or required to be communicated to the audit committee and
that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our
especially challenging, subjective, or complex judgments. The communication of critical audit matters
does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by
communicating the critical audit matter below, providing a separate opinion on the critical audit matter or
on the accounts or disclosures to which it relates.
200
Goodwill – Goodwill impairment for certain Cash Generating Units (“CGU”) – Refer to notes 4 and
13 to the financial statements
Critical Audit Matter description
Goodwill is tested for impairment at least annually in accordance with IAS 36 Impairment of Assets.
Management performed its annual impairment test as at 1 October 2025 (“measurement date”). The
Group’s impairment test compares the carrying value of each CGU, which includes goodwill, to its
recoverable amount, which is determined as the higher of value in use (“VIU”) and fair value less costs of
disposal. In calculating the recoverable amount, management determined a VIU at the measurement
date, which required significant estimates and assumptions related to revenue growth rates and discount
rates. Changes in these assumptions could have a significant impact on the VIU for Agriculture, Agrinvest,
CSC Commodities UK Limited and Physical Metals CGUs, the amount of any goodwill impairment
charge, or both. The goodwill balance was $237.4 million as at December 31, 2025, of which $15.0
million, $12.6 million, $20.6 million and $7.5 million is allocated to the Agriculture, Agrinvest, CSC
Commodities UK Limited and Physical Metals CGUs respectively. The VIU of respective CGUs exceeded
the carrying value as of the measurement date and, therefore, no impairment was recognised.
We identified goodwill for the Agriculture, Agrinvest, CSC Commodities UK Limited and Physical
Metals CGUs as a critical audit matter because of the significant judgments made by management to
estimate the VIU of those CGUs and the sensitivity of the VIU to revenue growth rate and discount rate.
This required a high degree of auditor judgment and an increased auditor effort, including the need to
involve our fair value specialists, when performing audit procedures to evaluate the reasonableness of
management’s estimates and assumptions related to selection of the revenue growth rate and discount
rate assumptions.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the revenue and discount rate assumptions in the Agriculture,
Agrinvest, CSC Commodities UK Limited and Physical Metals CGUs included the following, among
others:
•We tested the effectiveness of controls over management’s goodwill impairment evaluation,
including those over the determination of the VIU for CGUs and management’s selection of
discount rates and forecasts of future revenue growth for each CGU.
•With the assistance of our fair value specialists, we evaluated the reasonableness of the discount
rate, including evaluating the valuation methodology, testing the source information underlying the
determination of the discount rate, testing the mathematical accuracy of the calculation, and
developing a range of independent estimates and comparing those to the discount rate selected
by management.
•We evaluated management’s ability to accurately forecast future revenue growth by comparing
actual results to management’s historical forecasts.
•We evaluated the reasonableness of management’s revenue growth rates by comparing to (1) the
historical operating results of the CGUs and the Company’s similar businesses, (2) internal
communications to management and the board of directors, and (3) external market and industry
information to assess consistency with prevailing economic conditions.
/s/ Deloitte LLP
March 25, 2026
We have served as the Group’s auditor since 2015.
201
Consolidated Income Statement
For the Years Ended 31 December
2025 | 2024 | 2023 | ||
Notes | $m | $m | $m | |
Commission and fee income | ||||
Commission and fee expense | ( | ( | ( | |
Net commission income | 5 | |||
Net trading income | 5 | |||
Interest income | 6 | |||
Interest expense | 6 | ( | ( | ( |
Net interest income | 6 | |||
Net physical commodities income | 5 | |||
Revenue | 5 | |||
Expenses | ||||
Compensation and benefits | 7 | ( | ( | ( |
Depreciation and amortisation | 15, 16, 37 | ( | ( | ( |
Other expenses | 8 | ( | ( | ( |
Total expenses | ( | ( | ( | |
Impairment of goodwill | 13 | ( | ||
Net recovery of/(provision) for credit losses | ( | |||
Bargain purchase gain on acquisitions | 12 | |||
Other income | ||||
Share of results in associates and joint ventures | ||||
Profit before tax from continuing operations | ||||
Tax | 10 | ( | ( | ( |
Profit after tax from continuing operations | ||||
Loss after tax from discontinued operations | 14 | ( | ||
Profit after tax | ||||
Attributable to: | ||||
Ordinary shareholders of the Group | ||||
Non-controlling interest | 12(c) | |||
Other equity holders1 | ||||
Earnings per share2 | ||||
Basic (dollars per share) | 9 | |||
Diluted (dollars per share) | 9 |
The notes on pages 210 to 313 form part of the financial statements.
202
Consolidated Statement of Comprehensive Income
For the Years Ended 31 December
2025 | 2024 | 2023 | ||
Notes | $m | $m | $m | |
Profit after tax | ||||
Other comprehensive income | ||||
Items that may be reclassified subsequently to profit and loss: | ||||
Cash flow hedges | ||||
Fair value gain/(loss) arising on hedging instruments during the year | ( | |||
Deferred tax (charge)/credit on hedging instruments | 10 | ( | ( | |
Currency translation adjustments | ( | |||
Items that will not be recycled to profit or loss: | ||||
Change in fair value of financial liabilities designated at FVTPL due to own credit risk | ( | ( | ||
Deferred tax credit on change in fair value of financial liabilities designated at FVTPL due to own credit risk | 10 | |||
Fair value (loss)/gain on investments in equity instruments designated at FVTOCI | 17 | ( | ||
Deferred tax credit/(charge) on revaluation of investments | 10 | ( | ( | |
Other comprehensive income/(loss), net of tax | ( | ( | ||
Total comprehensive income | ||||
Attributable to: | ||||
Ordinary shareholders of the Group | ||||
Non-controlling interest | ||||
Other equity holders1 |
The notes on pages 210 to 313 form part of these financial statements.
203
Consolidated Statement of Financial Position
31 December | 31 December | ||
2025 | 2024 | ||
Notes | $m | $m | |
Assets | |||
Non-current assets | |||
Goodwill | 13 | ||
Intangible assets | 15 | ||
Property, plant and equipment | 16 | ||
Right of use asset | 37 | ||
Investments | 17 | ||
Trade and other receivables | 25 | ||
Derivative instruments | 23 | ||
Deferred tax | 10 | ||
Treasury instruments (unpledged) | 18 | ||
Treasury instruments (pledged as collateral) | 18 | ||
Total non-current assets | |||
Current assets | |||
Corporate income tax receivable | |||
Trade and other receivables | 25 | ||
Inventory | 20 | ||
Equity instruments (unpledged) | 19 | ||
Equity instruments (pledged as collateral) | 19 | ||
Derivative instruments | 23 | ||
Stock borrowing | 34 | ||
Treasury instruments (unpledged) | 18 | ||
Treasury instruments (pledged) and assets held under agreements to sell (repledged) | 18 | ||
Fixed income securities (unpledged) | 21 | ||
Fixed income securities (pledged as collateral) | 21 | ||
Reverse repurchase agreements | 24 | ||
Cash and cash equivalents | |||
Assets classified as held for sale | 14 | ||
Total current assets | |||
Total assets |
The notes on pages 210 to 313 form part of these financial statements.
204
Consolidated Statement of Financial Position (continued)
31 December | 31 December | ||
2025 | 2024 | ||
Notes | $m | $m | |
Liabilities | |||
Current liabilities | |||
Repurchase agreements | 24 | ||
Trade and other payables | 26 | ||
Stock lending | 34 | ||
Short securities | 34 | ||
Short term borrowings | 27 | ||
Lease liability | 37 | ||
Derivative instruments | 23 | ||
Corporate tax | |||
Debt securities | 22 | ||
Provisions | |||
Liabilities related to assets classified as held for sale | 14 | ||
Total current liabilities | |||
Non-current liabilities | |||
Lease liability | 37 | ||
Derivative instruments | 23 | ||
Debt securities | 22 | ||
Deferred tax liability | 10 | ||
Total non-current liabilities | |||
Total liabilities | |||
Total net assets | |||
Equity | |||
Share capital | 29 | ||
Share premium | 29 | ||
Retained earnings | |||
Own shares | 30 | ( | ( |
Other reserves | ( | ||
Total equity attributable to the ordinary shareholders of the Group | |||
Non-controlling interest | ( | ||
Additional Tier 1 capital (AT1) | 31 | ||
Total equity |
The notes on pages 210 to 313 form part of these financial statements.
The financial statements on pages 201 to 313 were approved and authorized for issue by the Board of
Directors on March 25, 2026 and are signed on its behalf by:
I T Lowitt
Director
March 25, 2026
205
Consolidated Statement of the Changes in Equity
For the Years Ended 31 December
Share capital | Share premium | Retained earnings | Own Shares | Other reserves | Equity attributable to the ordinary shareholders of the Group | Non- controlling interest | Additional Tier 1 capital (AT1) | Total Equity | ||
Group | Notes | $m | $m | $m | $m | $m | $m | $m | $m | |
At 1 January 2023 | ( | ( | ||||||||
Profit after tax for the period | — | — | — | — | — | |||||
Gain on cash flow hedge | — | — | — | — | — | |||||
Deferred tax on cash flow hedge reserve | — | — | — | — | ( | ( | — | — | ( | |
Change in fair value of financial liabilities designated at FVTPL due to own credit risk | — | — | — | — | ( | ( | — | — | ( | |
Deferred tax on change in fair value of financial liabilities designated at FVTPL due to own credit risk | — | — | — | — | — | — | ||||
Deferred tax on revaluation of investments | — | — | — | — | ( | ( | — | — | ( | |
Currency translation adjustments | — | — | — | — | — | — | ||||
Total comprehensive income for the period | — | — | — | ( | — | |||||
AT1 dividends paid | 31 | — | — | — | — | — | — | — | ( | ( |
Ordinary dividends paid | 11 | — | — | ( | — | — | ( | — | — | ( |
Repurchase of own shares | — | — | — | ( | — | ( | — | — | ( | |
Share-based payments | — | — | — | — | — | — | ||||
Deferred tax on share-based payments | — | — | — | — | — | — | ||||
Share settlement (share-based payments) | — | — | ( | — | — | — | ||||
Other movements | — | — | ( | — | — | ( | — | — | ( | |
At 31 December 2023 and 1 January 2024 | ( | ( | ||||||||
Profit after tax for the period | — | — | — | — | — |
206
Fair value loss on hedging instruments | — | — | — | — | ( | ( | — | — | ( | |
Deferred tax on hedging instruments | — | — | — | — | — | — | ||||
Change in fair value of financial liabilities designated at FVTPL due to own credit risk | — | — | — | — | ( | ( | — | — | ( | |
Deferred tax on change in fair value of financial liabilities designated at FVTPL due to own credit risk | — | — | — | — | — | — | ||||
Gain on revaluation of investments | — | — | — | — | — | — | ||||
Deferred tax on revaluation of investments | — | — | — | — | ( | ( | — | — | ( | |
Currency translation adjustments | — | — | — | — | ( | ( | — | — | ( | |
Total comprehensive income for the period | — | — | — | ( | — | |||||
AT1 dividends paid | 31 | — | — | — | — | — | — | — | ( | ( |
Ordinary dividends paid | 11 | — | — | ( | — | — | ( | — | — | ( |
Share premium | — | — | — | — | — | — | ||||
Repurchase of own shares | — | — | — | ( | — | ( | — | — | ( | |
Fair value of the cash settlement option on the growth shares | — | — | — | — | — | — | ||||
Share-based payments | — | — | — | — | — | — | ||||
Deferred tax on share based payments | — | — | — | — | — | — | ||||
Current tax on share based payments | — | — | — | — | — | — | ||||
Share settlement of share-based awards | — | — | ( | — | — | — | ||||
Other movements | — | — | — | ( | — | — | ||||
At 31 December 2024 and 1 January 2025 | ( | ( | ||||||||
Profit after tax for the period | — | — | — | — | ||||||
Fair value gain on hedging instruments | — | — | — | — | — | — | ||||
Deferred tax on hedging instruments | — | — | — | — | ( | ( | — | — | ( |
207
Change in fair value of financial liabilities designated at FVTPL due to own credit risk | — | — | — | — | — | — | ||||
Deferred tax on change in fair value of financial liabilities designated at FVTPL due to own credit risk | — | — | — | — | — | — | ||||
Loss on revaluation of investments | — | — | — | — | ( | ( | — | — | ( | |
Deferred tax on revaluation of investments | — | — | — | — | — | — | ||||
Currency translation adjustments | — | — | — | — | — | — | ||||
Total comprehensive income for the period | — | — | — | |||||||
AT1 dividends paid | 31 | — | — | — | — | — | — | — | ( | ( |
Ordinary dividends paid | 11 | — | — | ( | — | — | ( | — | — | ( |
Share premium | — | — | ( | — | — | — | ||||
Share-based payments | — | — | — | — | — | — | ||||
Deferred tax on share based payments | — | — | — | — | ( | ( | — | — | ( | |
Current tax on share based payments | — | — | — | — | — | — | ||||
Acquisition of own shares | — | — | — | ( | — | ( | — | — | ( | |
Share settlement of share-based awards | — | — | ( | — | — | — | ||||
Transactions with minority interest holders | — | — | ( | — | — | ( | ( | — | ( | |
At 31 December 2025 | ( | ( |
The notes on pages 210 to 313 form part of these financial statements.
208
Consolidated Statement of Cash Flows
For the Years Ended 31 December
2025 | 2024 | 2023 | ||
Notes | $m | $m | $m | |
Reconciliation of profit before tax to net cash flows from operating activities | ||||
Profit before tax from continuing operations | ||||
Adjustments for non-cash items | ||||
Depreciation, amortization & impairment of property, plant & equipment, right-of-use asset and intangibles | 15, 16, 37 | |||
Bargain purchase gain on acquisitions | 12 | ( | ( | |
Impairment of goodwill | ||||
Net (recovery)/provision for credit losses | ( | ( | ||
Share-based compensation expense | 7 | |||
Share of results in associates and joint ventures | ( | |||
Other non-cash movements including exchange rate movements | 12, 13, 16, 37 | ( | ( | |
Changes in operating assets and liabilities | ||||
(Increase)/decrease in trade and other receivables | ( | ( | ||
Increase/(decrease) in trade and other payables | ( | |||
(Increase)/decrease in fixed income securities | 21 | ( | ( | |
(Increase) in treasury instruments | 18 | ( | ( | ( |
(Decrease)/Increase in net stock borrowing and lending | 34 | ( | ||
(Increase) in equity instruments | 19 | ( | ( | ( |
Increase/ (decrease) in net repurchase and reverse repurchase agreements | 24 | ( | ( | |
Net decrease/(increase) in derivative instruments | 23 | ( | ( | |
Net increase in debt securities1 | 22 | |||
Net increase/(repayment) of borrowings | 27 | ( | ||
(Increase)/decrease in inventory | 20 | ( | ( | |
Corporation tax paid | ( | ( | ( | |
Net cash inflow from operating activities |
During 2025, interest received was $908.9 m (2024: $768.3 m, 2023: $595.0 m), interest
paid was $751.1 m (2024: $521.9 m, 2023:$470.2 m) and dividends received were $nil
(2024:$nil , 2023: $nil ).
The notes on pages 210 to 313 form part of these financial statements.
209
Consolidated Statement of Cash Flows (continued)
For the Years Ended 31 December
2025 | 2024 | 2023 | ||
Notes | $m | $m | $m | |
Investing activities | ||||
Redemption of investment in associate | ||||
Acquisition of businesses, net of cash acquired | 12 | ( | ( | ( |
Payment of contingent consideration | ( | |||
Purchase of investments | 17 | ( | ( | |
Proceeds from sale of investments | 17 | |||
Purchase of intangible assets | 15 | ( | ( | ( |
Purchase of property, plant and equipment | 16 | ( | ( | ( |
Net cash used in investing activities | ( | ( | ( | |
Financing activities | ||||
Proceeds from issuance of ordinary shares | 29 | |||
Issuance costs of ordinary shares | 29 | ( | ||
Repayment of debt securities | 22 | ( | ||
Purchase of own shares | 30 | ( | ( | ( |
Dividends paid | 11, 31 | ( | ( | ( |
Lease incentive received | ||||
Payment of lease liabilities | 37 | ( | ( | ( |
Net cash used in financing activities | ( | ( | ( | |
Net increase in cash and cash equivalents including cash within assets held for sale | ||||
Less: Net increase in cash within assets held for sale | 14 | ( | ||
Net increase in cash and cash equivalents | ||||
Cash and cash equivalents | ||||
Cash and cash equivalents at 1 January | ||||
Increase in cash | ||||
Effect of foreign exchange rate changes | ( | |||
Cash and cash equivalents at 31 December 1 |
In accordance with IFRS 5.33(c), separate disclosure of net cash flows attributable to the
discontinued operation by operating, investing and financing category has not been presented, as the
subsidiary was newly acquired and classified as held for sale at acquisition.
The notes on pages 210 to 313 form part of these financial statements.
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Notes to Consolidated Financial Statements
Marex Group plc (the ‘Company’) is incorporated in England and Wales under the Companies Act.
The address of the registered office is 155 Bishopsgate, London, EC2M 3TQ, United Kingdom. The
principal activities of Marex Group plc and its subsidiaries (the 'Group') and the nature of the Group’s
operations are set out in note 5.
The consolidated financial statements of the Group have been prepared in accordance with
International Financial Reporting Standards (‘IFRS Accounting Standards’), as issued by the International
Accounting Standards Board ('IASB'), including interpretations issued by the IFRS Interpretations
Committee. There were no unendorsed standards effective for the year ended 31 December 2025
affecting these consolidated financial statements.
The consolidated financial statements of the Group are presented in US dollars (‘USD’ or ‘$’), which
is also the Company’s functional currency. All amounts have been rounded to the nearest tenth of a
million (‘m’), except where otherwise indicated.
The Group applied for the first time certain standards and amendments, which are effective for
annual periods beginning on or after 1 January 2025 (unless otherwise stated). The Group has not early
adopted any other standard, interpretation or amendment that has been issued but is not yet effective.
Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates
The amendments to IAS 21 sets out the requirements to help entities to assess exchangeability
between two currencies, and to determine the spot exchange rate, when exchangeability is lacking. An
entity is impacted by the amendments when it has a transaction or an operation in a foreign currency that
is not exchangeable into another currency at a measurement date for a specified purpose.
When a currency is not exchangeable into another currency, the spot exchange rate needs to be
estimated. The objective in estimating the spot exchange rate at a measurement date is to determine the
rate at which an orderly exchange transaction would take place at that date between market participants
under prevailing economic conditions.
The amendments had no impact on the Group’s consolidated financial statements.
(b) New and revised IFRS Accounting Standards in issue, but not yet effective
At the date of authorization of these financial statements, the Group has not applied the following
new and revised IFRS Accounting Standards.
Amendments to IFRS 7 Financial Instruments: Disclosures and IFRS 9 Financial Instruments:
Classification and Measurement
In May 2024, the IASB issued Amendments to IFRS 9 and IFRS 7, Amendments to the
Classification and Measurement of Financial Instruments ('the Amendments'). The Amendments include:
•A clarification that a financial liability is derecognized on the 'settlement date' and the introduction
of an accounting policy choice (if specific conditions are met) to derecognize financial liabilities
settled using an electronic payment system before the 'settlement date'.
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2 Adoption of New and Revised Standards continued
•Clarifications on what constitute ‘non-recourse features’ and what are the characteristics of
contractually linked instruments.
•The introduction of disclosures for financial instruments with contingent features and additional
disclosure requirements for equity instruments classified at fair value through other
comprehensive income ('OCI').
The Amendments are effective for annual periods beginning on or after 1 January 2026 with earlier
adoption permitted for classification of financial assets and related disclosures only. The Group does not
anticipate that the amendments will have a material impact on the Group's consolidated financial
statements.
IFRS 18 Presentation and Disclosure in Financial Statements
In April 2024, the IASB issued IFRS 18, which replaces IAS 1 Presentation of Financial Statements.
IFRS 18 introduces new requirements for presentation within the statement of profit or loss, including
specified totals and subtotals. Furthermore, entities are required to classify all income and expenses
within the statement of profit or loss into one of five categories: operating, investing, financing, income
taxes and discontinued operations, whereof the first three are new.
It also requires disclosure of newly defined management-defined performance measures, subtotals
of income and expenses, and includes new requirements for aggregation and disaggregation of financial
information based on the identified ‘roles’ of the primary financial statements and the notes.
In addition, narrow-scope amendments have been made to IAS 7 Statement of Cash Flows, which
include changing the starting point for determining cash flows from operations under the indirect method,
from ‘profit or loss’ to ‘operating profit or loss’ and removing the optionality around classification of cash
flows from dividends and interest. In addition, there are consequential amendments to several other
standards.
IFRS 18, and the amendments to the other standards, is effective for annual periods beginning on
or after 1 January 2027 and will apply retrospectively.
The application of IFRS 18 will have an impact on the Group’s consolidated financial statements in
future periods. The assessment to identify all impacts the new requirements will have on the consolidated
financial statements is ongoing.
IFRS 19 Subsidiaries without Public Accountability: Disclosures
In May 2024, the IASB issued IFRS 19, which allows eligible entities to elect to apply its reduced
disclosure requirements while still applying the recognition, measurement and presentation requirements
in other IFRS accounting standards. To be eligible, at the end of the reporting period, an entity must be a
subsidiary as defined in IFRS 10, cannot have public accountability and must have a parent (ultimate or
intermediate) that prepares consolidated financial statements, available for public use, which comply with
IFRS accounting standards.
IFRS 19 will become effective for annual periods beginning on or after 1 January 2027.
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The Group is required to disclose material accounting policy information. Accounting policy
information is material if it can reasonably be expected to influence decisions that the primary users of
financial statements make on the basis of those financial statements when considered together with other
information included in the financial statements. The Group considers an accounting policy as material if
the information relates to material transactions, other events or conditions or involves a high degree of
uncertainty and has a material impact on the financial statements.
The principal accounting policies adopted are set out below.
(a) Basis of accounting
Marex Group plc have been prepared on a historical cost basis, except for the revaluation of certain
(b) Basis of consolidation
controlled by the Company (its subsidiaries) made up to 31 December each year. Control is achieved
when the Company:
•has the power over the investee;
•is exposed, or has rights, to variable return from its involvement with the investee; and
•has the ability to use its power to affect its returns.
The Company reassesses whether or not it controls an investee if the facts and circumstances
indicate that there are changes to one or more of the three elements of control listed above.
Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and
ceases when the Company loses control of the subsidiary. Specifically, the results of subsidiaries
acquired or disposed of during the year are included in the consolidated income statement from the date
the Company gains control until the date when the Company ceases to control the subsidiary.
Where necessary, adjustments are made to the financial statements of subsidiaries to bring the
accounting policies used in line with the Group’s accounting policies. All intragroup assets and liabilities,
equity, income, expenses and cash flows relating to transactions between the members of the Group are
eliminated on consolidation.
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3 Material Accounting Policy Information continued
(c) Current versus non-current classification
non-current classification. An asset is current when it is:
•expected to be realized or intended to be sold or consumed in the normal operating cycle;
•held primarily for the purpose of trading; or
•expected to be realized within 12 months after the reporting period.
All other assets are classified as non-current.
A liability is current when:
•it is expected to be settled in the normal operating cycle;
•it is held primarily for the purpose of trading;
•it is due to be settled within 12 months after the reporting period; or
•the Group does not have the right at the end of the reporting period to defer settlement of the
liability for at least 12 months after the reporting period.
The terms of the liability that could, at the option of the counterparty, result in its settlement by the
issue of equity instruments do not affect its classification.
The Group classifies all other liabilities as non-current. Deferred tax assets and liabilities are
classified as non-current assets and liabilities.
(d) Going concern
financial statements, drawing on the Group's Internal Capital Adequacy and Risk Assessment (ICARA)
process as the principal framework for this evaluation. Through the ICARA, the Directors have identified
and assessed the material risks and potential harms to which the Group is exposed, including market risk
arising from proprietary positions and client-related exposures, credit and counterparty risk, operational
and business continuity risk, and liquidity risk arising from potential stress on funding lines and collateral
requirements.
These risks have been incorporated into a range of severe but plausible stress scenarios, including
adverse market movements leading to increased margin calls and potential counterparty default, a
sustained reduction in trading volumes and revenue, and a combined market and liquidity stress reflecting
correlated risk factors. The scenarios have been calibrated with reference to both historical stress events
and forward-looking indicators reflecting the current macroeconomic and geopolitical environment. The
results of these stress tests demonstrate that the Group maintains sufficient regulatory capital and
liquidity resources throughout the forecast period to meet its Investment Firm Prudential Regime (IFPR)
requirements, including its own funds threshold requirement and liquid assets threshold requirement. The
Group also retains adequate headroom within its credit facilities, with sufficient cash and undrawn
balances to meet contractual maturities and covenant obligations under stressed conditions.
On this basis, the Directors have concluded that no material uncertainty exists that may cast
significant doubt on the Group's ability to continue as a going concern for a period of at least 12 months
from the date these financial statements were approved and authorized for issuance. Accordingly, the
Directors continue to adopt the going concern basis of accounting in preparing these consolidated
financial statements.
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3 Material Accounting Policy Information continued
(e) Business combinations
transferred in a business combination is measured at fair value, which is calculated as the sum of the
acquisition-date fair values of assets transferred by the Group, liabilities incurred by the Group to the
former owners of the acquiree and the equity interest issued by the Group in exchange for control of the
acquiree. Acquisition-related costs are recognized in the income statement as incurred and presented
within other expenses.
At the acquisition date, the identifiable assets acquired, and the liabilities assumed are recognized
at their fair values at the acquisition date, except that, where relevant:
•deferred tax assets or liabilities and assets or liabilities related to employee benefit arrangements
are recognized and measured in accordance with IAS 12 Income Taxes and IAS 19 Employee
Benefits respectively;
•liabilities or equity instruments related to share-based payment arrangements of the acquiree or
share-based payment arrangements of the Group entered into to replace share-based
arrangements of the acquiree are measured in accordance with IFRS 2 at the acquisition date;
and
•assets (or disposal groups) that are classified as held for sale in accordance with IFRS 5 Non-
current Assets held for Sale and Discontinued Operations are measured in accordance with IFRS
5.
Goodwill arises on business combinations and represents the excess of the sum of the
consideration transferred, the amount of any non-controlling interests in the acquiree, and the fair value of
the acquirer’s previously held equity interest in the acquiree (if any) over the fair value of the Group’s
share of the identifiable assets, liabilities and contingent liabilities acquired. Where the fair value of the
Group’s share of the identifiable assets, liabilities and contingent liabilities of the acquired business is
greater than the cost of acquisition, the excess is recognized immediately in the income statement as a
bargain purchase gain.
When the consideration transferred by the Group in a business combination includes contingent
consideration, the contingent consideration is measured at its acquisition date fair value. Subsequent
accounting for changes in the fair value of the contingent consideration depends on its classification.
Contingent consideration that is classified as equity is not subsequently remeasured and its settlement is
accounted for within equity. Other contingent consideration is remeasured to fair value at subsequent
reporting dates with changes in fair value recognized in the income statement.
Goodwill has an indefinite useful economic life and is measured at cost less any accumulated
impairment losses. It is tested for impairment annually and whenever there is an indicator of impairment.
Where the carrying value exceeds the higher of the value in use or fair value less cost to sell, an
impairment loss is recognized in the income statement.
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3 Material Accounting Policy Information continued
(f) Revenue recognition
Net commission and fee income
Sales and brokerage commissions are generated by internal brokers and introducing broker
dealers when customers trade exchange traded derivatives, over-the-counter ('OTC') traded derivatives,
fixed income securities and equity securities.
The Group is responsible for executing and clearing its customers’ purchases and sales and as
such it acts as principal, as a result, commission and fee income is recognized on a gross basis.
Commissions charged to customers on exchange traded derivatives and over-the-counter traded
derivatives are recognized at a point in time on the trade date when a client order is cleared or executed
(i.e. when the performance obligation is satisfied). Commissions charged to customers on traded
securities are sales-based commissions that are recognized at a point in time on the trade date. Sales
based commissions are typically a fixed fee per security transaction and in certain instances, are based
on a percentage of the transaction value.
Commission charged to customers on clearing transactions recoup clearing fees and other fee
expenses incurred. Clearing fees earned represent the recharge of transaction-based fees charged by the
various exchanges and clearing organizations at which the Group or one of its clearing brokers is a
member for the purpose of executing and/or clearing trades through them. Clearing fees incurred are
generally passed through to clients’ accounts and are reported gross as the Group maintains control over
the clearing and execution services provided, maintains relationships with the exchanges or clearing
brokers, and has ultimate discretion in whether the fees incurred are passed through to the clients and the
rates at which they are passed through. As clearing fees charged are transaction based, they are
recognized at a point in time on the trade date along with the related commission income when the client
order is cleared or executed.
In connection with the execution and clearing of trades, the Group is required to pay fees to the
executing brokers, exchanges, clearing organizations and banks. These fees are based on transaction
volumes and recognized as commission and fee expense on the trade date. The Group also pays
commissions to third party introducing brokers (individuals or organizations) that maintain relationships
with clients and introduce them to the Group. Introducing brokers accept orders from clients whilst
the Group provides the accounts, transaction, margining and reporting services, including money and
securities from clients. Introducing brokers' commissions are determined monthly and presented in
commission and fee expense in the income statement and settled quarterly. Commission and fee
expenses are generally passed through to clients' accounts. No other costs related to the generation of
commission income are included within commission and fee expense.
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3 Material Accounting Policy Information continued
Net trading income
Net trading income includes realized and unrealized gains and losses derived from transactions in
OTC derivatives, exchange traded derivatives, equity instruments, stock borrowing and stock lending,
repurchase and reverse repurchase agreements, fixed income securities, and foreign exchange. These
transactions are the result of trading activity, being managed at fair value. As such the resulting net
trading income includes the gains and losses on transactions executed with clients and other
counterparties, and where the Group enters into these transactions on its own account.
Net trading income also includes fair value movements on the following financial liabilities
designated at fair value through profit or loss:
•Structured notes, are hybrid debt securities issued. Fair value movements, excluding those
related to own credit risk and interest expense, are recorded in net trading income;
•Repurchase agreements and stock loans, held as part of the Group's trading book, are managed
at fair value. The fair value movements, including the realized gain or loss on settlement, and the
interest derived from the activity is recorded within net trading income.
In certain transactions, the transaction price of the financial instrument differs from the fair value
calculated using valuation models. This difference is called day 1 profit or loss and is recognized
immediately in the income statement in net trading income only when:
•the fair value determined using valuation models is based only on observable inputs;
•the fair value determined using valuation models is based on both observable and unobservable
inputs but the impact of the unobservable inputs in the fair value is insignificant.
In all other cases, the financial instrument is initially recognized at the transaction price and the
recognition of day 1 profit or loss is deferred and amortized through the term of the deal or to the date
when unobservable inputs become observable (if sooner) unless specific factors relevant to the trade
require a specific recognition pattern.
Net interest income
Interest income includes the interest earned on the cash and financial instruments balances held
on behalf of the Group's clients as well as the Group's own cash balances and the interest earned from
investments in reverse repurchase agreements and US Treasuries which are undertaken on the Group’s
own behalf instead of the facilitation of the Group’s market making and opportunistic trading activities.
Interest income is calculated using the effective interest rate (‘EIR’) method. The effective interest rate is
the rate that exactly discounts the estimated future cash payments or receipts over the expected life of
the financial instrument to the gross carrying amount of the financial asset (before adjusting for expected
credit losses) or the amortized cost of the financial liability.
Interest expense includes interest paid to our clients on their balances and interest paid on debt
securities issued and other drawn borrowings. Interest expense is calculated using the effective interest
method. The interest expense component of the Group’s structured notes, designated at fair value
through profit or loss is also presented in interest expense. This approach aligns with the way that the
Group manages the issued debt securities, as it considers the structured notes to be a source of liquidity
and funding and therefore the interest flows are crucial to understanding the interest rate sensitivity of the
Group.
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3 Material Accounting Policy Information continued
Net physical commodities income
The Group enters into contracts to purchase physical commodities for the purpose of selling in the
near future (90 days on average) to generate a profit from the fluctuations in prices. In accordance with
IFRS 9, these contracts are recognized and measured at fair value, with the resulting fair value gains and
losses included in net physical commodities income. Contracts to purchase and sell physical commodities
are provisionally priced at the date that an initial invoice is issued. Provisionally priced contracts are
contracts where the price of the contract is subject to adjustments resulting from these contracts being
priced against a future quoted price after settlement of the underlying commodity. Provisionally priced
payables and receivables are measured initially and subsequently at their fair value through profit or loss
until settlement and are presented within trade payables in the trade and other payables and trade
debtors in the trade and other receivables line item in the statement of financial position.
(g) Tax
Current tax
The current tax payable is based on taxable profit for the year. Taxable profit differs from profit
before tax as reported in the income statement because it excludes items of income or expense that are
taxable or deductible in other years and it further excludes items that are never taxable or deductible. The
Group’s liability for current tax is calculated using tax rates that have been enacted or substantively
enacted by the balance sheet date.
A provision is recognized for those matters for which the tax determination is uncertain but it is
considered probable that there will be a future outflow of funds to a tax authority. The provisions are
measured at the best estimate of the amount expected to become payable. The assessment is based on
the judgment of tax professionals within the Company supported by previous experience in respect of
such activities and in certain cases based on specialist independent tax advice.
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3 Material Accounting Policy Information continued
Deferred tax
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying
amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the
computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax
liabilities are generally recognized for all taxable temporary differences and deferred tax assets are
recognized to the extent that it is probable that future taxable profits will be available against which
deductible temporary differences can be utilized. Such assets and liabilities are not recognized if the
temporary difference arises from the initial recognition of goodwill or from the initial recognition (other than
in a business combination) of other assets and liabilities in a transaction that affects neither the taxable
profit nor the accounting profit.
Deferred tax liabilities are recognized for taxable temporary differences arising on investments in
subsidiaries and associates, and interests in joint ventures, except where the Group is able to control the
reversal of the temporary difference and it is probable that the temporary difference will not reverse in the
foreseeable future. Deferred tax assets arising from deductible temporary differences associated with
such investments and interests are only recognized to the extent that it is probable that there will be
sufficient taxable profits against which to utilize the benefits of the temporary differences and they are
expected to reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to
the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of
the asset to be recovered.
Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability
is settled or the asset is realized based on tax laws and rates that have been enacted or substantively
enacted at the balance sheet date.
The measurement of deferred tax liabilities and assets reflects the tax consequences that would
follow from the manner in which the Group expects, at the end of the reporting period, to recover or settle
the carrying amount of its assets and liabilities.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off
current tax assets against current tax liabilities and when they relate to income taxes levied by the same
tax authority and the Group intends to settle its current tax assets and liabilities on a net basis or to
realize the asset and settle the liability simultaneously.
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3 Material Accounting Policy Information continued
Current tax and deferred tax for the year
Current and deferred tax are recognized in profit or loss, except when they relate to items that are
recognized in other comprehensive income or directly in equity, in which case, the current and deferred
tax are also recognized in other comprehensive income or directly in equity respectively, with the
exception of the coupon on AT1 securities in respect of which the coupon is charged to equity but the
related tax relief is taken to the income statement tax expense. Where current tax or deferred tax arises
from the initial accounting for a business combination, the tax effect is included in the accounting for the
business combination.
In determining whether uncertain tax positions exist, the Group assesses whether it is probable that
a tax authority will accept the uncertain tax treatment applied or proposed to be applied in its income tax
filings. The Group assesses for each uncertain tax treatment whether it should be considered
independently or whether some tax treatments should be considered together based on what the Group
believes provides a better prediction of the resolution of the uncertainty. The Group measures tax
uncertainties using its best estimate of likely outcomes for which it relies on estimates and assumptions
and may involve judgments about future events. Corporate activity as well as day to day operations may
give rise to tax uncertainties. The Group has determined, with the benefit of opinions from external tax
advisors and legal counsel, where appropriate, that it has provided for all tax liabilities that are probable to
arise from such activities. New information may become available that causes the Group to change its
judgment regarding the adequacy of existing tax liabilities. Such changes could result in incremental tax
liabilities which could have a material effect on cash flows, financial condition and results of operations.
Where the final tax outcome of these matters is different from the amounts that were originally estimated
such differences will impact the income tax and deferred tax provisions in the period in which such
determination is made.
(h) Impairment of non-financial assets
annually and whenever there is an indicator of impairment. Other non-financial assets are subject to
impairment tests whenever events or changes in circumstances indicate that their carrying amount may
not be recoverable.
The impairment test is carried out on the asset’s cash generating unit (i.e. the smallest group of
assets in which the asset belongs for which management measures separately identifiable cash flows).
Where the asset does not generate cash flows that are independent from other assets, the Group
estimates the recoverable amount of the cash generating unit to which the asset belongs. When a
reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to
individual cash generating units, or otherwise, they are allocated to the smallest group of cash generating
units for which a reasonable and consistent allocation can be identified.
The recoverable amount is the higher of fair value less costs of disposal and value in use. In
assessing value in use, the estimated future cash flows are discounted to their present value using a pre-
tax discount rate that reflects current market assessments of the time value of money and risks specific to
the asset for which the estimates of future cash flows have not been adjusted.
Where the carrying value of an asset exceeds its recoverable amount an impairment loss is
recognized in the income statement.
An impairment loss in respect of goodwill is not reversed. For non-financial assets other than
goodwill, an impairment loss is reversed only to the extent that the asset’s carrying amount does not
exceed the carrying amount that would have been determined, net of depreciation or amortization, if no
impairment loss had been recognized.
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(i) Financial instruments
Financial assets and financial liabilities are recognized in the Group’s statement of financial position
on a trade-date basis, being the date when the Group becomes a party to the contractual provisions of
the instrument.
The Group's financial instruments are initially measured at fair value. Transaction costs that are
directly attributable to the acquisition or issue of financial assets and financial liabilities (other than
financial assets and financial liabilities recognized at fair value through profit or loss) are added to or
deducted from the fair value of the financial instrument, as appropriate, on initial recognition. Transaction
costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through
profit or loss are recognized immediately in profit or loss.
Financial assets are classified based on the business model within which the asset is held and the
characteristics of the financial asset’s contractual cash flows. Financial assets are classified on initial
recognition based on the Group's assessment of the following criteria:
•the Group's business model for managing the asset; and
•whether the contractual cashflows represent solely payments of principal and interest (SPPI) on
the principal amount outstanding.
Following Group's assessment of this criteria, subsequent measurement is recognized at amortized
cost, fair value through other comprehensive income (FVOCI) or fair value through profit or loss (FVTPL).
Financial assets
All regular way purchases or sales of financial assets are recognized and derecognized on a trade
date basis. Regular way purchases or sales are purchases or sales of financial assets that require
delivery of assets within the timeframe established by regulation or convention in the marketplace.
All recognized financial assets are subsequently measured in their entirety at either amortized cost
or fair value, depending on the classification of the financial assets.
Financial assets measured at amortized cost
Financial assets are measured at amortized cost when the following conditions are satisfied:
•the financial asset is held within a business model whose objective is to hold financial assets in
order to collect contractual cash flows; and
•the contractual terms of the financial asset give rise on specified dates to cash flows that are SPPI
on the principal amount outstanding.
Additionally, financial assets are not measured at amortized cost if they have been classified as
designated at FVTPL.
Financial instruments measured at fair value through other comprehensive income (FVTOCI)
Financial assets that meet both of the following conditions and have not been designated as at
FVTPL are measured at FVTOCI:
•the financial asset is held within a business model whose objective is achieved by both collecting
contractual cash flows and selling the financial assets; and
•the contractual terms of the financial asset give rise on specified dates to cash flows that are
solely payments of principal and interest on the principal amount outstanding.
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Financial instruments measured at fair value through profit or loss (FVTPL)
Financial assets that do not meet the criteria to be measured at amortized cost or FVTOCI are
subsequently measured at FVTPL. These include the following categories:
•financial assets that are held for active trading or held as part of a portfolio that is managed
together with short-term profit or position taking (held for trading (HFT)). This classification
includes all derivative financial assets, except those that are designated as hedging instruments in
qualifying hedge relationships and are classified as FVTPL:
•financial assets in a business model whose objective is achieved by managing the financial assets
on a fair value basis in order to realize gains and losses as opposed to a business model in which
the objective is to collect contractual cash flows (FVTPL):
•financial assets that fail the SPPI test (FVTPL): and
•financial assets that have been designated to be measured at fair value through profit or loss to
eliminate or significantly reduce an accounting mismatch.
The Group may make the following irrevocable election and/or designation at initial recognition of a
financial asset:
•the Group may irrevocably elect to present subsequent changes in fair value of an equity
investment in other comprehensive income if certain criteria are met; and
•the Group may irrevocably designate a debt investment that meets the amortized cost or FVTOCI
criteria as measured at FVTPL if doing so eliminates or significantly reduces an accounting
mismatch.
The following accounting policies apply to the subsequent measurement of financial assets.
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Amortized cost and effective interest rate method
The effective interest rate method is a method of calculating the amortized cost of a debt
instrument and of allocating interest income over the relevant period.
For financial instruments other than purchased or originated credit-impaired financial assets, the
effective interest rate is the rate that exactly discounts estimated future cash receipts (including all fees
and points paid or received that form an integral part of the effective interest rate, transaction costs and
other premiums or discounts) excluding expected credit losses, through the expected life of the
debt instrument, or, where appropriate, a shorter period, to the gross carrying amount of the debt
instrument on initial recognition.
The amortized cost of a financial asset is the amount at which the financial asset is measured at
initial recognition minus the principal repayments, plus the cumulative amortization using the EIR method
of any difference between that initial amount and the maturity amount, adjusted for any loss allowance.
On the contrary, the gross carrying amount of a financial asset is the amortized cost of a financial asset
before adjusting for any loss allowance.
Interest income is recognized using the EIR method for debt instruments measured subsequently
at amortized cost and at FVTOCI. For financial instruments other than purchased or originated credit-
impaired financial assets, interest income is calculated by applying the EIR to the gross carrying amount
of a financial asset, except for financial assets that have subsequently become credit-impaired. For
financial assets that have subsequently become credit-impaired interest income is recognized by applying
the EIR to the amortized cost of the financial asset.
Investments in debt instruments classified as amortized cost
Debt instruments classified as amortized cost are subsequently measured using the EIR method
and are subject to impairment. Gains and losses are recognized in the income statement when the asset
is derecognized, modified or impaired. The Group’s financial assets held at amortized cost include US
treasury and agency bonds (classified as Treasury Instruments on the statement of financial position) and
trade receivables.
Investments in equity designated as at FVTOCI
On initial recognition, the Group made an irrevocable election (on an instrument-by-instrument
basis) to designate investments in equity instruments as at FVTOCI. Designation at FVTOCI is not
permitted if the equity investment is held for trading or if it is contingent consideration recognized by an
acquirer in a business combination to which IFRS 3 Business Combinations ("IFRS 3") applies.
A financial asset is held for trading if:
•it has been acquired principally for the purpose of selling it in the near term; or
•on initial recognition it is part of a portfolio of identified financial instruments that the Group
manages together and has evidence of a recent actual pattern of short-term profit taking; or
•it is a derivative (except for a derivative that is a financial guarantee contract or a designated and
effective hedging instrument).
Investments in equity instruments at FVTOCI are initially measured at fair value plus transaction
costs and are presented as investments in the statement of financial position. Subsequently, they are
measured at fair value with gains and losses arising from changes in fair value recognized in other
comprehensive income and accumulated in the revaluation reserve. The cumulative gain or loss will not
be reclassified to profit or loss on disposal of the equity investments; instead it will be transferred to
retained earnings. The Group has designated all investments in equity instruments that are not held for
trading as at FVTOCI on initial application of IFRS 9.
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Financial assets at FVTPL
Financial assets that do not meet the criteria for being measured at amortized cost or FVTOCI are
measured at FVTPL. Specifically:
•investments in equity instruments are classified as at FVTPL, unless the Group designates an
equity investment that is neither held for trading nor a contingent consideration arising from a
business combination as at FVTOCI on initial recognition; and,
•debt instruments that do not meet the amortized cost criteria are classified as FVTPL, such as the
fixed income securities and reverse repurchase agreements which the Group holds to settle the
trading and market making obligations of the Group.
For financial assets that are measured at FVTPL, either through the business model test or
designation, interest income is recorded as a part of the changes in the fair value of the asset, and
including other components is recorded within net trading income. Investments in equity instruments
remeasured at FVTPL include equity securities and derivative instruments which have equities as the
underlier.
Impairment of financial assets
The Group recognizes a loss allowance for expected credit losses ('ECL') on investments in debt
instruments that are measured at amortized cost or at FVTOCI. No impairment loss is recognized for
investments in equity instruments. The amount of ECL is updated at each reporting date to reflect
changes in credit risk since initial recognition of the respective financial instrument.
The Group always recognizes lifetime ECL for trade receivables. ECL are a probability‐weighted
estimate of credit losses based on both quantitative and qualitative information and analysis, based on
the Group’s historical experience and informed credit assessment and forward-looking expectation.
For all other financial instruments, the Group recognizes lifetime ECL when there has been a
significant increase in credit risk since initial recognition. If, on the other hand, the credit risk on the
financial instrument has not increased significantly since initial recognition, the Group measures the loss
allowance for that financial instrument at an amount equal to 12-month ECL. The assessment of whether
lifetime ECL should be recognized is based on significant increases in the likelihood or risk of a default
occurring since initial recognition instead of on evidence of a financial asset being credit-impaired at the
reporting date or an actual default occurring. Lifetime ECL represents the ECL that will result from all
possible default events over the expected life of a financial instrument. In contrast, 12-month ECL
represents the portion of lifetime ECL that is expected to result from default events on a financial
instrument that is possible within 12 months after the reporting date.
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Measurement and recognition of expected credit losses
At the reporting date, an allowance is required for the 12-month (Stage 1) ECL. If the credit risk has
significantly increased since initial recognition (Stage 2), or if the financial instrument is credit-impaired
(Stage 3), an allowance (or provision) is recognized for the lifetime ECL.
The measurement of ECL is a function of the probability of default, loss given default (i.e. the
magnitude of the loss if there is a default) and the exposure at default. The assessment of the probability
of default and loss given default is based on historical data adjusted by forward-looking information as
indicated above. As for the exposure at default, for financial assets, this is represented by the assets’
gross carrying amount at the reporting date, less any collateral held.
For financial assets, the ECL is estimated as the difference between all contractual cash flows that
are due to the Group in accordance with the contract and all the cash flows that the Group expects to
receive, discounted at the original effective interest rate.
The grouping is regularly reviewed by management to ensure the constituents of each group
continue to share similar credit risk characteristics.
Where lifetime ECL is measured on a collective basis to cater for cases where evidence of
significant increases in credit risk at the individual instrument level may not yet be available, the financial
instruments are grouped on the following basis:
•nature of financial instruments; and
•external credit ratings where available.
If the Group has measured the loss allowance for a financial instrument at an amount equal to
lifetime ECL in the previous reporting period, but determines at the current reporting date that the
conditions for lifetime ECL are no longer met, the Group measures the loss allowance at an amount equal
to 12-month ECL at the current reporting date.
The Group recognizes an impairment gain or loss in profit or loss for all financial instruments with a
corresponding adjustment to their carrying amount through a loss allowance account, except for
investments in debt instruments that are measured at FVTOCI, for which the loss allowance is recognized
in other comprehensive income and accumulated in the revaluation reserve, and does not reduce the
carrying amount in the statement of financial position.
Simplified approach
The Group adopts a simplified approach for trade receivables whereby allowances are always
equal to lifetime ECL. The ECL on trade receivables are estimated using a provision matrix by reference
to historical credit losses experience adjusted for current and expected future economic conditions. When
a trade receivable balance is more than 180 days past due, the Group further performs a qualitative
review of the debtor analyzing factors such as the debtor’s current financial position, past due days, cash
collection history and internal credit ratings to determine whether the Group has reasonable and
supportable information to apply a higher credit loss rate adjusted by forward-looking information.
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Significant increases in credit risk
In assessing whether the credit risk on a financial instrument has increased significantly since initial
recognition, the Group compares the risk of a default occurring on the financial instrument at the reporting
date with the risk of a default occurring on the financial instrument as at the date of initial recognition. In
making this assessment, the Group considers both quantitative and qualitative information that is
reasonable and supportable, including historical experience and forward-looking information that is
available without undue cost or effort.
In particular, the following information is taken into account when assessing whether credit risk has
increased significantly since initial recognition:
•an actual or expected significant deterioration in the financial instrument’s external (if available) or
internal credit rating; and
•significant deterioration in external market indicators of credit risk for a particular financial
instrument.
The Group assumes that the credit risk on a financial instrument has not increased significantly
since initial recognition if the financial instrument is determined to have low credit risk, based on all of the
following: (i) the financial instrument has a low risk of default in accordance with either internal or external
credit ratings; (ii) the borrower has a strong capacity to meet its contractual cash flow obligations in the
near term; and (iii) adverse changes in economic and business conditions in the long term may, but will
not necessarily, reduce the ability of the borrower to fulfil its contractual cash flow obligations. The Group
regularly monitors the effectiveness of the criteria used to identify whether there has been a significant
increase in credit risk and revises them as appropriate to ensure that each criterion is capable of
identifying a significant increase in credit risk before the amount becomes past due.
Definition of default
The Group considers the following as constituting an event of default for internal credit risk
management purposes as historical experience indicates that receivables and other assets that meet
either of the following criteria are generally not recoverable:
•when there is a breach of financial covenants by the counterparty; or
•information developed internally or obtained from external sources indicates that the debtor is
unlikely to pay its creditors, including the Group, in full (without taking into account any collateral
held by the Group) or partially.
Credit-impaired financial assets
A financial asset is credit-impaired when one or more events that have a detrimental impact on the
estimated future cash flows of that financial asset have occurred. Evidence that a financial asset is credit-
impaired includes observable data about the following events:
•significant financial difficulty of the issuer or the borrower;
•a breach of contract, such as default or past due event;
•it is becoming probable that the borrower will enter bankruptcy or other financial reorganization; or
•the disappearance of an active market for that financial asset because of financial difficulties.
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Write-off policy
The Group writes off a financial asset when there is information indicating that the counterparty is in
severe financial difficulty and there is no reasonable expectation of recovery, e.g. when the counterparty
has been placed under liquidation or has entered into bankruptcy proceedings. Financial assets written off
may still be subject to collection activities under the Group’s recovery procedures, taking into account
legal advice where appropriate. Any recoveries made are recognized in profit or loss.
Presentation of impairment
The Group recognizes an impairment gain or loss in profit or loss for all financial instruments with a
corresponding adjustment to their carrying amount through a loss allowance account, except for
investments in debt instruments that are measured at FVTOCI, for which the loss allowance is recognized
in other comprehensive income and accumulated in the revaluation reserve, and does not reduce the
carrying amount of the financial asset in the statement of financial position.
Provision for credit losses related to trade and other receivables, including settlement balances and
deposits paid for securities borrowed are presented on the face of the income statement.
Derecognition of financial assets
The Group derecognizes a financial asset only when the contractual rights to the cash flows from
the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of
ownership of the asset to another entity. If the Group neither transfers nor retains substantially all the risks
and rewards of ownership and continues to control the transferred asset, the Group recognizes its
retained interest in the asset and an associated liability for amounts it may have to pay. If the Group
retains substantially all the risks and rewards of ownership of a transferred financial asset, the Group
continues to recognize the financial asset and also recognizes a collateralized borrowing for the proceeds
received.
On derecognition of a financial asset measured at amortized cost, the difference between the
asset’s carrying amount and the sum of the consideration received and receivable is recognized in the
income statement. In addition, on derecognition of an investment in a debt instrument classified as at
FVTOCI, the cumulative gain or loss previously accumulated in the revaluation reserve is reclassified to
the income statement. In contrast, on derecognition of an investment in equity instrument which the
Group has elected on initial recognition to measure at FVTOCI, the cumulative gain or loss previously
accumulated in the revaluation reserve is not reclassified to the income statement but is transferred to
retained earnings.
Financial liabilities
All financial liabilities are measured subsequently at amortized cost using the effective interest rate
method or at FVTPL.
Financial liabilities that arise when a transfer of a financial asset does not qualify for derecognition
or when the continuing involvement approach applies and financial guarantee contracts issued by the
Group, are measured in accordance with the specific accounting policies set out below.
Financial liabilities at FVTPL
Financial liabilities are classified as at FVTPL when the financial liability is (i) contingent
consideration recognized by an acquirer in a business combination to which IFRS 3 applies, (ii) held for
trading or (iii) designated as at FVTPL.
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A financial liability is classified as held for trading if:
•it has been acquired principally for the purpose of repurchasing it in the near term; or
•on initial recognition it is part of a portfolio of identified financial instruments that the Group
manages together and has a recent actual pattern of short-term profit-taking; or
•it is a derivative, except for a derivative that is a financial guarantee contract or a designated and
effective hedging instrument.
A financial liability other than a financial liability held for trading or contingent consideration of an
acquirer in a business combination may be designated as at FVTPL upon initial recognition if:
•such designation eliminates or significantly reduces a measurement or recognition inconsistency
that would otherwise arise; or
•the financial liability forms part of a group of financial assets or financial liabilities or both, which is
managed and its performance is evaluated on a fair value basis, in accordance with the Group’s
documented risk management or investment strategy, and information about the grouping is
provided internally on that basis; or
•it forms part of a contract containing one or more embedded derivatives, and IFRS 9 permits the
entire combined contract to be designated at FVTPL.
Financial liabilities at FVTPL are measured at fair value, with any gains or losses arising on
changes in fair value recognized in the income statement to the extent that they are not part of a
designated hedging relationship. The interest expense on structured notes designated at FVTPL is
recognized in interest expense based on the implied variable market interest rate. The fair value
associated with the remaining underlying risk is recognized in net trading income.
In respect of financial liabilities that are designated as at FVTPL (i.e. structured notes issued,
repurchase agreements and stock lending), the amount of change in the fair value of the financial liability
that is attributable to changes in the credit risk of that liability is recognized in other comprehensive
income, unless the recognition of the effects of changes in the liability’s credit risk in other comprehensive
income would create or enlarge an accounting mismatch in the income statement. The remaining amount
of change in the fair value of the liability is recognized in the income statement. Changes in the fair value
attributable to a financial liability’s credit risk that are recognized in other comprehensive income are not
subsequently reclassified to the income statement. Instead, they are transferred to retained earnings
upon derecognition of the financial liability.
Financial liabilities measured at amortized cost
Financial liabilities that are not (i) contingent consideration of an acquirer in a business
combination, (ii) held-for-trading, or (iii) designated at FVTPL, are measured subsequently at amortized
cost using the effective interest rate method.
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Derecognition of financial liabilities
A financial liability is derecognized when the obligation under the liability is discharged, cancelled or
expired. The difference between the carrying amount of the financial liability derecognized and the
consideration paid and payable is recognized in the income statement.
When the Group exchanges with the existing lender one debt instrument into another one with
substantially different terms, such exchange is accounted for as an extinguishment of the original financial
liability and the recognition of a new financial liability. Similarly the Group accounts for substantial
modification of terms of an existing liability or part of it as an extinguishment of the original financial
liability and the recognition of a new liability. The terms are substantially different if the discounted present
value of the cash flows under the new terms, including any fees paid net of any fees received and
discounted using the original effective rate, is at least 10% different from the discounted present value of
the remaining cash flows of the original financial liability. If the modification is not substantial, the
difference between: (i) the carrying amount of the liability before the modification; and (ii) the present
value of the cash flows after modification should be recognized in the income statement as the
modification gain or loss.
Offsetting of financial assets and liabilities
Financial assets and liabilities are offset and the net amount is reported in the statement of financial
position if there is a currently enforceable legal right to offset the recognized amounts and there is an
intention and ability to settle on a net basis, or to realize the assets and liabilities simultaneously.
The financial assets and liabilities which met the requirements for offsetting have been presented in
note 34(c).
Derivative instruments
The Group uses derivative financial instruments, such as forward currency contracts, OTC precious
and base metal contracts, agriculture contracts, energy contracts and equities. Such derivative financial
instruments are initially recognized at fair value on the date on which a derivative contract is entered into
and are subsequently remeasured at fair value. Derivatives are carried as financial assets when the fair
value is positive and as financial liabilities when the fair value is negative.
This includes embedded derivatives in a hybrid contract, with a financial liability or non-financial
host, is separated from the host and accounted for as a separate derivative if: the economic
characteristics and risks are not closely related to the host; a separate instrument with the same terms as
the embedded derivative would meet the definition of a derivative; and the hybrid contract is not
measured at fair value through profit or loss. Embedded derivatives are measured at fair value with
changes in fair value recognized in profit or loss. Reassessment only occurs if there is either a change in
the terms of the contract that significantly modifies the cash flows that would otherwise be required or a
reclassification of a financial asset out of the fair value through profit or loss category.
The Group utilizes the services of a prime broker to enter into derivative contracts that are used to
economically hedge its structured notes issuance business. The agreement provides for net settlement of
daily margin calls and in addition, should there be a default event, this would also be settled on a net
basis. On this basis the Group has determined that the balance representing cash held at the prime
broker and various derivative instruments represent one unit of account and should be shown within
‘Derivative Assets’ in the statement of financial position.
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Issued debt and equity instruments
The Group applies IAS 32 Financial Instruments: Presentation to determine whether an instrument
is either a financial liability (debt) or equity. Issued financial instruments or their components are classified
as liabilities if the contractual arrangement results in the Group having an unconditional obligation to
either deliver cash or another financial asset, or a variable number of equity shares, to the holder of the
instrument. If this is not the case, the instrument is generally an equity instrument and the proceeds
included in equity, net of transaction costs. Dividends and other returns to equity holders are recognized
(other than for AT1 securities) when approved for payment by the Board of Directors and treated as a
deduction from equity. Distributions paid to holders of AT1 securities are shown as dividends and are
treated as a deduction from equity.
Debt securities are the Group's issued debt instruments which are comprised of hybrid financial
instruments and vanilla debt instrument. Structured notes issued are hybrid financial instruments and are
composed of debt components and embedded derivatives and are designated as FVTPL. Changes in fair
value are recognized within net trading income except for changes related to the Group’s own credit risk
which are recognized in other comprehensive income and interest related to the hybrid debt securities is
presented within interest expense. Vanilla debt instruments are presented within debt securities in line
with their maturity profile and have no other embedded or linked instruments. The Group presents the
hedged interest expense related to vanilla debt instruments through interest expense.
(j) Inventories
Inventories. The Group has physical holdings of commodities held for trading purposes. These are
measured at fair value less costs to sell and relate to the recycled metals trading division. The cost of
such inventories including the changes in their fair value is recognized within "Net physical commodities
income" in the consolidated income statement.
The Group holds cryptocurrencies, both for its own account in order to generate a return, and to
complement its cryptocurrency client offerings. The Group does not act as a custodian for crypto and,
other than in limited circumstances, does not allow clients to provide crypto as security for client activity.
The Group holds these cryptocurrencies in either a hot wallet at Fireblocks (kept online) or in cold storage
at a crypto custodian (kept offline). The Group classifies cryptocurrency holdings as inventories on the
statement of financial position measured at fair value less costs to sell.
The Group has holdings of carbon emission certificates held for trading purposes. These are held
at fair value less costs to sell. The cost of such inventories including the changes in their fair value is
(k) Physical commodity contracts
contracts meet the definition of a derivative financial instrument and therefore where outstanding at year
end are recorded at fair value on the statement of financial position with changes in fair value reflected
within net physical commodities income.
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(l) Derivative financial instruments and hedging activities
are subsequently remeasured to their fair value at the end of the report period. The accounting for
subsequent changes in fair value depends on whether the derivative is designated as a hedging
instrument and, if so, the nature of the item being hedged.
The Group designates certain derivatives as either:
•Fair value hedges: Hedges of the change in the fair value of recognized assets or liabilities or
unidentified firm commitments; or
•Cash flow hedges: Hedges of a particular risks associated with the cash flows of recognized
assets and liabilities and highly probable forecast transactions.
At the inception of the hedge relationship, the Group documents the economic relationship between
the hedging instrument and the hedged item, including the risk management objective and strategy for
undertaking the hedge. The Group also documents its assessment, both at hedge inception and on an
ongoing basis, of whether the derivatives that are used in hedging transactions have been "highly
effective" in offsetting changes in fair values or cash flows of hedged items.
Fair value hedges
Changes in the fair value of derivatives that are designated and qualify as fair value hedges are
recorded in the consolidated income statement, together with any changes in the fair value of the hedged
asset or liability that are attributable to the hedged risk. The gain or loss relating to the effective portion of
the hedge is recognized in the consolidated income statement within the same line item as the hedged
item.
Cash flow hedges
The effective portion of changes in the fair value of derivatives that are designated and qualify as
cash flow hedges is recognized in other comprehensive income (OCI) and accumulated in the cash flow
hedge reserve within equity. The gain or loss relating to the ineffective portion is recognized immediately
in the consolidated income statement.
Amounts accumulated in equity are reclassified to the consolidated income statement in the
periods when the hedged item affects profit or loss (for example, when the forecasted sale that is hedged
takes place). When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria
for hedge accounting, any accumulative gain or loss existing in equity at that time remains in equity and is
recognized when the forecasted transaction is ultimately recognized in the consolidated income
statement.
As at 31 December 2025 the Group did not have any net investment hedge relationships.
Derivatives that do not qualify for hedge accounting
Certain derivative instruments do not qualify for hedge accounting or the Group chooses not to
designate them as such. Changes in the fair value of any derivative instruments that does not qualify for
hedge accounting are recognized immediately in the consolidated income statement within net trading
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lending
As part of the Group's trading, financing and liquidity management activities, the Group purchases
debt securities under agreements to resell (a reverse repurchase agreement – ‘reverse repo’), sells debt
securities under agreements to repurchase (a repurchase agreement - ‘repo’), enters into stock borrowing
transactions, and stock lending transactions which are classified as follows:
Trading
•The Group's reverse repo and stock borrowing transactions which are used to meet counterparty
needs under matched book principal strategies and market making trading activities are considered to
form part of the Group's held for trading business model and are measured at fair value through profit or
loss. The Group’s repos and stock lending transactions which are used to finance securities and support
the facilitation of client activity are designated as financial liabilities at fair value through profit or loss to
reflect the fact that both assets and liabilities are managed and evaluated together on a fair value basis
and therefore better reflects the economic reality and eliminates an accounting mismatch.
•The Group records the income statement impact of these reverse repo, repo, stock borrowing
and stock lending activities (collectively referred to as the 'Securities Financing business') as net trading
income. Net trading income includes the realized transactional purchases and sales as well as any
residual interest income and expense arising from these structures.
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(m) Reverse repurchase agreements, repurchase agreements, stock borrowing and stock lending
continued
•The portion of the Group's reverse repo, repo, stock borrowing and stock lending transactions
which are entered into for own purposes such as investment of excess cash or raising funding (also
referred to as 'For Needs' funding) are measured at amortized cost. They are held in a business model to
collect contractual cash flows and meet contractual payment obligations and are therefore recognized at
amortized cost.
•The Group records the income statement impact of these reverse repo, repo, stock borrowing
and stock lending activities as net interest income.
Collateral
It is the Group’s policy to receive or pledge cash or securities (non-cash collateral) to collateralize
such agreements and transactions in accordance with contractual arrangements. The Group monitors the
fair value of its collateral daily, requiring counterparties to deposit additional collateral or return collateral
pledged.
Any non-cash collateral received is not included on the statement of financial position as the Group
does not acquire the risk and rewards of ownership, however they are recorded off-balance sheet as
collateral received. Cash consideration paid (or cash collateral provided) is accounted for as a loan asset
at amortized cost unless it is mandatorily classified as fair value through profit or loss. Whereas the
securities and stock are retained on the balance sheet as the Group retains substantially all the risk and
rewards of ownership and these securities and stock are disclosed as pledged collateral. Cash
consideration received (or cash collateral received) is accounted for as a financial liability at amortized
cost unless it is irrevocably designated at fair value through profit or loss at initial recognition.
The treatment of the non-cash collateral received or pledged remains consistent irrespective of the
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3 Material Accounting Policy Information continued
(n) Cash and cash equivalents
purposes, with original or acquired maturities of 90 days or less, including certificates of deposit, to be
cash and cash equivalents. Cash and cash equivalents not deposited with or pledged to broker-dealers,
clearing organizations, counterparties or segregated under federal or other regulations is recognized on
the statement of financial position.
Cash flow classification
Cash flows from debt securities issued and redeemed which support Group’s ordinary funding and
liquidity management activities that support the Group’s revenue-generating operations are classified as
cash flows from operating activities in the Group’s statement of cash flows. Cash flows from the issuance
and redemption of debt instruments that represent capital or structural funding of the Group, including
instruments issued to satisfy regulatory capital requirements or other debt instruments that form part of
the Group’s long-term capital structure, are classified as cash flows from financing activities in the Group’s
statement of cash flows. For more information on the components of the Group's debt securities refer to
Note 22.
Client money
Pursuant to the requirements of the Commodity Exchange Act and Commission Regulation 30.7 of
the U.S. Commodity Futures Trading Commission (‘CFTC’) in the U.S. the Markets in Financial
Instruments Implementing Directive 2006/73/EC underpinning the Client Asset (‘CASS’) rules in the
Financial Conduct Authority (‘FCA’) handbook in the U.K. and the Securities & Futures Act in Singapore,
funds deposited by clients relating to futures and options on futures contracts in regulated commodities
must be carried in separate accounts, which are designated as segregated or secured client accounts
(which are off-balance sheet and further disclosed under note 28 "Client Money"). Additionally, in
accordance with rule 15c3-3 of the Securities Exchange Act of 1934, the Group maintains separate
accounts for the exclusive benefit of securities clients and proprietary accounts of broker dealers. Rule
15c3-3 requires the Group to maintain special reserve bank accounts for the exclusive benefit of
securities clients and the proprietary accounts of broker dealers. The deposits in segregated client
accounts and the special reserve bank accounts are not commingled with Group funds. Under the FCA's
rules certain categories of clients may choose to opt-out of segregation.
Safeguarded funds
In accordance with Regulation 23 of the Payment Services Regulations 2017, the Group is required
to safeguard funds received from or on behalf of payment service users for the execution of payment
transactions. Safeguarded funds are held in segregated accounts at authorized credit institutions
regulated by the Prudential Regulations Authority and the FCA. These accounts are designated as
safeguarding accounts and are used exclusively for holding customer funds. The Group holds these funds
in a custodial capacity on behalf of payment service users and has no control over these funds. The funds
are held for the benefit of payment service users and are protected from claims by the Group's creditors.
Accordingly, safeguarded funds are not recognized on the Group's statement of financial position.
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3 Material Accounting Policy Information continued
(o) Share-based payments
Equity-settled share-based payments to employees and others providing similar services are
measured at the fair value of the equity instruments at the grant date. The fair value excludes the effect
of non-market-based vesting conditions. Details regarding the determination of the fair value of equity-
settled share-based transactions are set out in note 33. The fair value determined at the grant date of the
equity-settled share-based payments is expensed on a straight line basis over the vesting period, based
on the Group's estimate of the number of equity instruments that will eventually vest.
The expense is recognized in compensation and benefits, together with a corresponding increase
in equity. At each reporting date, the Group revises its estimate of the number of equity instruments
expected to vest as a result of the effect of non-market-based vesting conditions. The impact of the
revision on the original estimates, if any, is recognized in profit or loss such that the cumulative expense
reflects the revised estimate, with a corresponding adjustment to reserves.
For cash-settled share-based payments, a liability is recognized for the goods or services acquired,
measured initially at the fair value of the liability. At each reporting date until the liability is settled, and at
the date of settlement, the fair value of the liability is remeasured, with any changes in fair value
recognized in the income statement for the year.
(p) Trade and other receivables
fair value and subsequently measured at amortized cost in accordance with the Group’s financial
instruments policy set out in note 3(i). These balances mainly comprise Amounts due from exchanges,
clearing houses and other counterparties, Amounts receivable from clients, Settlement balances,
Amounts due from Prime Brokers, Trade Debtors and Default funds and deposits.
Interest income is recognized using the effective interest method. Impairment is assessed under
the expected credit loss model described in note 3(i), with the simplified approach applied to trade
receivables.
The Group also holds a small number of receivable balances that are measured at fair value
through profit or loss or that represent non-financial assets. Further information on these items is provided
in the related note to the financial statements (see note 25).
(q) Trade and other payables
fair value and subsequently measured at amortized cost in accordance with the Group’s financial
instruments policy in note 3(i). These balances mainly consist of Amounts due to exchanges, clearing
houses and other counterparties, Amounts payable to clients and Amounts due to Prime Brokers.
The Group also holds a small number of payable balances that are measured at fair value through
profit or loss or that represents non-financial liabilities, such as accruals and tax balances, which are
recognized and measured in accordance with the applicable accounting standards. Further information on
the composition of trade and other payables is provided in the related note to the financial statements
(see note 26).
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3 Material Accounting Policy Information continued
(r) Non-current assets held for sale and associated liabilities
current assets (or disposal groups) are classified as held for sale when their carrying amount is expected
to be recovered principally through a sale transaction rather than through continuing use.
In order to be classified as held for sale, the asset (or disposal group) must be available for
immediate sale in its present condition, subject only to terms that are usual and customary for such sales,
and the sale must be highly probable. When a non-current asset is acquired exclusively with a view to its
subsequent disposal, the asset (or disposal group) can be classified as held for sale at the acquisition
date only if the sale is anticipated to be complete within one year and it is highly probable that any
remaining classification criteria will be satisfied shortly after the acquisition.
Non-current assets (or disposal groups) classified as held for sale are measured at the lower of
their carrying amount and fair value less costs to sell. Newly acquired asset (or disposal group), as part of
a business combination, that meet the criteria to be classified as held for sale shall be measured at fair
value less cost to sell. Assets classified as held for sale and related liabilities are presented separately on
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In the application of the Group’s accounting policies, the Directors are required to make judgments,
estimates and assumptions that affect the reported carrying amounts of assets, liabilities, income and
expenses. The estimates and associated assumptions are based on historical experience and other
factors that are considered to be relevant and reasonable under the circumstances.
Estimates and assumptions are reviewed on an ongoing basis and revisions to accounting
estimates are recognized in the period an estimate is revised. No critical accounting judgments have been
applied in the preparation of these financial statements. Key sources of estimation uncertainty are as
follows:
Impairment of goodwill
Determining whether goodwill is impaired requires an estimation of the recoverable amount of the
cash generating unit to which the goodwill has been allocated, which is the higher of the value in use or
fair value less costs of disposal. The value in use calculation requires the Group to estimate both the
future cash flow from the cash generating unit and a suitable discount rate in order to calculate
the present value.
A number of factors, many of which the Group has limited ability to control, could cause actual
results to differ from the estimates and assumptions employed. These factors include:
•a prolonged global or regional economic downturn;
•a significant decrease in the demand for the Group’s services;
•a significant adverse change in legal factors or in the business climate;
•an adverse action or assessment by a regulator; and
•successful efforts by our competitors to gain market share in our markets.
Where the actual future revenues are less than expected, or changes in facts and circumstances
which result in a downward revision of future cash flows or an upward revision of the discount rate occur,
a material impairment loss or a further impairment loss may arise when a cash generating unit has
previously been impaired.
The key sources of estimation uncertainty in the assessment of goodwill impairment are the
assumptions around the discount rates, revenue and cost growth rates as well as terminal growth rates.
The value in use calculation uses the cash flows inferred from budgets or achieved during the period and
applies the assumptions above to create a discounted cash flow model. The cash flows do not include
restructuring activities that the Group is not yet committed to or significant future investments that will
enhance the performance of the assets of the cash generating unit being tested. The recoverable amount
is sensitive to the discount rate used as well as the growth rates both growth and terminal. These
estimates are most relevant to the testing of goodwill for impairment. The key assumptions used to
determine the recoverable amount for the different CGUs, including a sensitivity analysis, are disclosed
and further explained in note 13.
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Operating segment information is presented in a manner consistent with the internal reporting provided
to the Chief Operating Decision Maker (‘CODM’). The CODM, who is responsible for allocating resources and
assessing performance, has been identified as the Group’s Executive Committee. The CODM regularly
reviews the Group’s operating results in order to assess performance and to allocate resources. The
accounting policies of the operating segments are the same as the Group’s accounting policies.
Adjusted Profit Before Tax is the segmental performance measure management use to assess the
performance of the Group's segments. This measure excludes income and expenses that are not
considered directly related to the performance of the Group's segments.
For management purposes, the Group is organized into the following operating segments, based
on the services provided, as follows:
•Clearing – Clearing is the interface between exchanges and clients. Clearing provides the
connectivity that allows our clients access to exchanges and central clearing houses. As clearing
members, Clearing acts as principal on behalf of our clients and generates revenue on a
commission per trade basis. Clearing provides clearing services across markets including metals,
agricultural products, energy and financial securities across different geographies.
•Agency and Execution – Agency and Execution provides essential liquidity and execution services
to our clients primarily in the energy and financial securities markets. Our energy division provides
essential liquidity to clients by connecting buyers and sellers in the energy markets to facilitate
price discovery. We have significant positions in many of the markets we operate in, including key
gas and power markets in Europe; environmental, and crude markets in North America; and oil
products globally. We achieve this through the breadth and depth of the services we offer to
customers, including market intelligence for each product we transact in, based on the extensive
knowledge and experience of our teams. Our Securities division provides essential liquidity and
risk management solutions to clients across global financial markets. Leveraging our international
network, we connect buyers and sellers in equities, credit, financing, foreign exchange (FX), and
rates, enabling efficient price discovery and tailored hedging strategies. Through our Prime
Services business we deliver comprehensive solutions for institutional clients, including clearing,
custody, capital introduction, portfolio financing, and outsourced trading.
•Market Making – Market Making acts as principal to provide direct market pricing to professional
and wholesale counterparties, primarily within the metals, agriculture, energy and financial
securities markets. The Market Making segment primarily generates revenue through charging a
spread between buying and selling prices, without taking significant proprietary risk. The Market
Making operations are diversified across geographies and asset classes.
•Hedging and Investment Solutions – Hedging and Investment Solutions offers bespoke hedging
and investment solutions to our clients and generates revenue through a return built into the
product pricing. Tailored hedging solutions allow producers and consumers of commodities to
hedge their exposure to movements in market prices, as well as exchange rates, across a variety
of different time horizons.
•The Corporate segment – Corporate manages the control and support functions of the Group and
provides operational support to the business functions. In addition, Corporate manages the
Group’s funding requirements. Interest expense is incurred through debt securities issuance,
which is recharged to other segments through inter-segmental funding allocations to reflect their
consumption of these resources.
The below disaggregation shows the revenue by each of the 5 operating segments. The substantial
majority of the Group's performance obligations for revenues from contracts with clients are satisfied at a
point in time. Revenue recognized over time is not material.
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5 Segmental Analysis continued
Clearing2 | Agency and Execution3 | Market Making4 | Hedging and Investment Solutions5 | Corporate6 | Total | ||||||
$m | $m | $m | $m | $m | $m | ||||||
Commission and fee income | |||||||||||
Commission and fee expense | ( | ( | ( | ( | |||||||
Net commission income/(expense) | |||||||||||
Net trading income | |||||||||||
Interest income / (expense) | ( | ||||||||||
Inter-segmental funding allocations1 | ( | ( | ( | ( | |||||||
Net interest income/(expense) | ( | ( | |||||||||
Net physical commodities income | |||||||||||
Revenue | |||||||||||
Adjusted profit/(loss) before tax | ( | ||||||||||
Other segment information | |||||||||||
Depreciation and amortisation | ( | ( | ( | ( | ( | ( | |||||
Compensation and benefits | ( | ( | ( | ( | ( | ( |
1.The Inter-segmental funding allocation represents the interest costs borne by the Group, which is subsequently recharged to the business segments. The recharge is based
on the funding requirements of each business.
2.Clearing provides connectivity between clients, exchanges and clearing houses across four principal markets: metals, agriculture, energy and financial products.
3.Agency and Execution revenue for 2025 can be split as follows: energy $331.3 m (2024: $286.3 m; 2023: $219.8 m) and financial securities $710.3 m (2024: $407.2 m; 2023:
$319.8 m) and other revenue $7.6 m (2024: $1.7 m; 2023: $1.9 m).
4.Market Making revenue for 2025 can be split as follows: metals $137.6 m (2024: $105.9 m; 2023: $69.3 m), agriculture $11.6 m (2024: $33.8 m; 2023: $27.5 m), energy $33.9 m
(2024: $32.5 m; 2023: $31.6 m) and financial securities $52.4 m (2024: $35.6 m; 2023: $25.5 m).
5.Revenue within the Hedging and Investment Solutions segment can be split as follows: hedging solutions $79.3 m (2024: $69.2 m; 2023: $62.0 m) and financial products
$117.5 m (2024: $92.3 m; 2023: $66.1 m).
6.Corporate manages the Group’s funding requirements, interest expense is incurred through debt securities issuance, which is recharged to other segments through inter-
segmental funding allocations to reflect their consumption of these resources., Revenue for 2025 is $14.4 m (2024: $63.9 m; 2023: $47.5 m).
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5 Segmental Analysis continued
Segment information for the year ended 31 December 2024:
Clearing | Agency and Execution | Market Making | Hedging and Investment Solutions | Corporate | Total | ||||||
$m | $m | $m | $m | $m | $m | ||||||
Commission and fee income | |||||||||||
Commission and fee expense | ( | ( | ( | ( | |||||||
Net commission income/(expense) | — | ( | — | — | — | ||||||
Net trading income | |||||||||||
Interest income / (expense) | ( | ||||||||||
Inter-segmental funding allocations1 | ( | ( | ( | ( | |||||||
Net interest income/(expense) | ( | ( | |||||||||
Net physical commodities income | |||||||||||
Revenue | |||||||||||
Adjusted profit/(loss) before tax | ( | ||||||||||
Other segment information | |||||||||||
Depreciation and amortisation | ( | ( | ( | ( | ( | ( | |||||
Compensation and benefits | ( | ( | ( | ( | ( | ( |
1.The Inter-segmental funding allocation represents the interest costs borne by the Group, which is subsequently recharged to the business segments. The recharge is based
on the funding requirements of each business.
Segment information for the year ended 31 December 2023:
Clearing | Agency and Execution | Market Making | Hedging and Investment Solutions | Corporate | Total | ||||||
$m | $m | $m | $m | $m | $m | ||||||
Commission and fee income | |||||||||||
Commission and fee expense | ( | ( | ( | ( | |||||||
Net commission income/(expense) | ( | ||||||||||
Net trading income | ( | ||||||||||
Interest income / (expense) | ( | ( | |||||||||
Intersegmental funding allocations1 | ( | ( | ( | ( | |||||||
Net interest income / (expense) | ( | ( | |||||||||
Net physical commodities income | |||||||||||
Revenue | — | — | — | — | |||||||
Adjusted profit/(loss) before tax | ( | ||||||||||
Other segment information | |||||||||||
Depreciation and amortisation | ( | ( | ( | ( | ( | ( | |||||
Compensation and benefits | ( | ( | ( | ( | ( | ( |
1.The Inter-segmental funding allocation represents the interest costs borne by the Group, which is subsequently recharged to the business segments. The recharge is based
on the funding requirements of each business.
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5 Segmental Analysis continued
Contract assets
There were no assets that met the definition of a contract asset as at 31 December 2025
(2024: $nil).
Revenues within the scope of IFRS 15 of $887.8 m (2024: $772.1 m; 2023: $631.9 m) are included
within commission and fee income in the income statement. In addition, the net proceeds from a commitment
to simultaneously buy and sell financial instruments with counterparties on matched principal basis, which are
not in the scope of IFRS 15 are also recorded within commissions and fee income. Revenues that are not
within the scope of IFRS 15 are presented within net trading income, net interest income and net physical
commodities income in the income statement.
Adjusted Profit Before Tax
We define Adjusted Profit Before Tax as profit before tax adjusted for (1) goodwill impairment charge
(2) bargain purchase gain, (3) amortization of acquired brands and customer lists, (4) activities relating to
shareholders, (5) employer tax on the vesting of growth shares, (6) owner fees, (7) IPO preparation costs, (8)
fair value of the cash settlement option on the growth shares and (9) public offering of ordinary shares, (10)
acquisition costs. Items (1) to (10) are referred to as “Adjusting Items.” Adjusting Items are excluded because
they are not reflective of our ongoing underlying trading performance. They typically relate to acquisition
accounting, shareholder-related activities and other non-recurring, which can vary significantly between
periods and are not considered part of the Group’s core operations. Adjusted Profit Before Tax is the primary
measure used by our management to evaluate and understand our underlying operations and business
trends, forecast future results and determine future capital investment allocations. Adjusted Profit Before Tax
is the measure used by our executive board to assess the financial performance of our business in relation to
our trading performance. The most directly comparable IFRS Accounting Standards measure is profit after
tax. We believe Adjusted Profit Before Tax is a useful measure as it allows management to monitor our
ongoing core operations and provides useful information to investors and analysts regarding the net results of
the business. The core operations represent the primary trading operations of the business.
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5 Segmental Analysis continued
income statement:
2025 | 2024 | 2023 | |
$m | $m | $m | |
Total segments adjusted profit before tax | |||
Goodwill impairment charges1 | ( | ||
Bargain purchase gain2 | |||
Amortization of acquired brands and customer lists3 | ( | ( | ( |
Activities relating to shareholders4 | ( | ( | |
Employer tax on vesting of the growth shares5 | ( | ||
Owner fees6 | ( | ( | ( |
IPO preparation costs7 | ( | ( | |
Fair value of the cash settlement option on the growth shares8 | ( | ||
Public offering of ordinary shares9 | ( | ( | |
Acquisition costs10 | ( | ( | |
Profit before tax from continuing operations |
1.Goodwill impairment charges, presented in impairment of goodwill in the financial statements, in 2023 this relates to the impairment recognized for goodwill relating to the
Volatility Performance Fund S.A. CGU ("VPF") largely due to declining projected revenue.
2.In 2025 a bargain purchase gain, presented in bargain purchase gain on acquisitions in the financial statements, was recognized from the acquisition of Darton Group
Limited.
3.This represents the amortization charge for the period of acquired brands and customers lists, this is presented in depreciation and amortization in the financial statements.
4.Activities in relation to shareholders, presented in other expenses in the financial statements, primarily consist of dividend-like contributions made to participants within
certain of our share-based payments schemes.
5.Employer tax on vesting of the growth shares, presented in other expenses in the financial statements, represents the Group's tax charge arising from the vesting of the
growth shares.
6.Owner fees, presented in other expenses in the financial statements, relate to management services to parties associated with the former ultimate controlling party based on
a percentage of the Group’s profitability. Owner fees are excluded from other expenses as they do not form part of the operation of the business and ceased to be incurred
after the completion of our offering.
7.IPO preparation costs related to consulting, legal and audit fees, presented in the income statement within other expenses.
8.Fair value of the cash settlement option on the growth shares, presented in other expenses in the financial statements, represents the fair value liability of the growth shares
at $2.3 m. Subsequent to the initial public offering when the holders of the growth shares elected to settle the awards in ordinary shares, the liability was derecognized.
9.Costs relating to the public offerings of ordinary shares by certain selling shareholders, presented in other expenses in the financial statements.
10.Acquisition costs, presented in other expenses in the financial statements, are costs such as legal fees incurred in relation to the business acquisitions of Winterflood in
2025 and in prior years: ED&F Man Capital Markets business, the OTCex group and Cowen's Prime Services and Outsourced Trading business.
information, revenue is based on the geographic location of the legal entity where the customers' revenue
is recorded. Non-current assets are based on the geographic location of the legal entity where the assets
are recorded.
Revenue | Total Assets1 | |||||
2025 | 2024 | 2023 | 2025 | 2024 | ||
$m | $m | $m | $m | $m | ||
United Kingdom | ||||||
United States | ||||||
Rest of the world | ||||||
Total | ||||||
1.Non-current assets included in Group assets as at 31 December 2025 amounted to $474.8 m (2024: $337.7 m), being $375.8 m in the United Kingdom (2024: $259.6 m),
$34.7 m in the United States (2024: $61.7 m) and $64.3 m in the rest of the world (2024: $16.4 m). Tangible non-current assets included in non-current assets as at 31
December 2025 amounted to $139.4 m (2024: $106.5 m), being $69.4 m in the United Kingdom (2024: $49.4 m), $34.4 m in the United States (2024: $37.5 m) and $35.6 m in
the rest of the world (2024: $19.6 m).Tangible non-current assets includes property, plant and equipment, right-of-use assets and investments. During 2025, the Group
reassessed the geographical location of its tangible non-current assets to better reflect their geographical location. Consequently some of the Group's 2024 country
allocations have been revised for comparability.
The balances in rest of the world mainly consist of those from countries in Europe and the Asia
Pacific region, none of which are individually material for separate disclosure.
Non-current assets for this purpose consist of goodwill, intangible assets, property, plant and
equipment, right-of-use assets and investments.
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2025 | 2024 | 2023 | |||||||||
Amortized Cost | FVTPL | Total | Amortized Cost | FVTPL | Total | Amortised Cost | FVTPL | Total | |||
$m | $m | $m | $m | $m | $m | $m | $m | $m | |||
Interest Income | |||||||||||
Financial institutions1 | |||||||||||
Exchanges2 | |||||||||||
Securities3 | |||||||||||
Clients4 | |||||||||||
Interest expense | |||||||||||
Clients5 | ( | ( | ( | ( | ( | ( | ( | ( | |||
Borrowings and debt issued6 | ( | ( | ( | ( | ( | ( | ( | ( | ( | ||
Exchanges7 | ( | ( | ( | ( | ( | ( | |||||
Securities8 | ( | ( | ( | ( | ( | ( | |||||
Lease interest expense | ( | ( | ( | ( | ( | ( | |||||
( | ( | ( | ( | ( | ( | ( | ( | ( | |||
Net interest income | ( | ( | ( | ||||||||
1.Interest income from financial institutions includes interest earned from banks from cash and cash equivalents on client money and the Group's own cash and cash
equivalents.
2.Interest income from deposits placed at exchanges, clearing houses, and intermediary brokers placed at these counterparties to facilitate transactional activity. Interest
income is calculated using a deposit rate linked to the benchmark interest rates.
3.Securities interest income primarily arising from US Treasuries held as collateral for securities purchased under agreements to resell, and securities segregated under
Federal and other regulation and interest income from the Group's stock lending activities within the Group's held to collect business model.
4.Interest income from clients is the result of credit lines offered to clients.
5.Interest expense includes interest paid to clients on cash deposited with the Group by clients.
6.Interest expense from debt securities includes the interest component on structured notes and the coupons for Group issuance. Interest expense from Group Issuance was
$99.4 m (2024: $44.7 m; 2023: $33.4 m) and interest expense on structured notes was $223.7 m (2024: $170.4 m; 2023: $142.2 m). Structured notes are measured at fair value
through profit or loss.
7.Interest expense from balances placed at exchanges, clearing houses, and intermediary brokers placed at these counterparties to facilitate transactional activity. Interest
expense is calculated using an internal deposit rate linked to the benchmark interest rates.
8.Securities expense primarily relates to interest expenses on stock lending transactions initiated to fund customer positions and interest expense from the Group's stock
lending activities within the Group's held to collect business model.
2025 | 2024 | 2023 | |||
$m | $m | $m | |||
Wages and salaries | |||||
Share-based compensation expense | |||||
Employer’s national insurance contributions and similar taxes | |||||
Short-term monetary benefits | |||||
Defined contribution pension cost | |||||
Apprenticeship levy | |||||
Redundancy payments | |||||
Total staff costs |
As at 31 December 2025, there were contributions totalling $4.1 m (2024: $1.6 m, 2023:$1.6 m)
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2025 | 2024 | 2023 | |||
$m | $m | $m | |||
Professional fees | |||||
Non-trading technology and support | |||||
Trading systems and market data | |||||
Occupancy and equipment rental | |||||
Travel and business development | |||||
Communications | |||||
Bank fees | |||||
Owner fees | |||||
VAT (irrecoverable) | |||||
Other | |||||
Basic Earnings per Share (EPS) is calculated by dividing the profit attributable to the ordinary
shareholders of the Group for the year by the weighted average number of ordinary shares outstanding
during the year.
Diluted EPS is calculated by dividing the profit attributable to ordinary equity holders of the Group
(after adjusting for the impact of AT1 securities dividends and profit attributable to minority interest
holders) by the weighted average number of ordinary shares that would be issued on conversion of all the
dilutive potential ordinary shares into ordinary shares.
2025 | 2024 | 2023 | |
Profit before tax ($m)1 | |||
Tax ($m) | ( | ( | ( |
Profit after tax ($m) | |||
AT1 dividends paid ($m) | ( | ( | ( |
Non-controlling interest | ( | ||
Profit attributable to ordinary shareholders of the Group ($m) | |||
Weighted average number of ordinary shares during the year | |||
Basic earnings per share ($) | |||
Weighted average number of ordinary shares for basic EPS | |||
Effect of dilution from: | |||
Share schemes | |||
Weighted average number of ordinary shares adjusted for the effect of dilution | |||
Diluted earnings per share ($) |
1.The EPS is calculated on the total profit before tax for the year consisting of the profit before tax from continuing and discontinued operations. The effect of discontinued
operations on basic and diluted earnings per share was not material for the period (see note 14).
There have been no other transactions involving ordinary shares or potential ordinary shares
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(a) Tax expense
2025 | 2024 | 2023 | |||
$m | $m | $m | |||
Current tax | |||||
UK corporation tax on profit for the year | |||||
Foreign corporation tax on profit for the year | |||||
Total UK and Foreign corporation tax | |||||
Adjustment in respect of prior years: | |||||
UK corporation tax | ( | ||||
Foreign corporation tax | ( | ||||
Total adjustments in respect of prior years | |||||
Deferred tax | |||||
Origination and reversal of temporary differences | ( | ( | |||
Adjustment in respect of prior years – other | ( | ( | |||
( | ( | ( | |||
Tax expense for the year | |||||
Deferred tax charge relating to items recognized in OCI | |||||
Items that may be reclassified subsequently to profit and loss | ( | ||||
Items that will not be recycled to profit and loss | ( | ( | ( | ||
( | ( | ||||
Current tax expense relating to items recognized in Equity | ( | ( | |||
Deferred tax expense relating to items recognized in Equity | ( | ( |
(b) Reconciliation between tax expense and profit before tax
The Group’s reconciliation between the tax expense and profit before tax is based on its domestic
UK tax rate. The tax assessed for the year is higher (2024: higher; 2023: higher) than the standard rate of
corporation tax in the UK of 25% (2024: 25%; 2023: 23.5%). This is primarily driven by non-deductible
acquisition expenses incurred during the year, offset by profits arising in overseas jurisdictions with lower
statutory tax rates and deductions taken in respect of the Group's AT1 securities issuance. Under IAS12,
whilst the coupon on the AT1 is accounted for in equity, the related tax relief is recognized in the Income
Statement which generates a tax reconciling item.
The Group’s future tax expense will be sensitive to the geographic mix of profits earned, the tax
rates in force and changes to the tax rules in the jurisdictions in which the Group operates.
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10 Tax continued
2025 | 2024 | 2023 | |||
$m | $m | $m | |||
Profit before tax from continuing operations | |||||
Expected tax expense based on the standard rate of corporation tax in the UK of 25% (2024: 25%; 2023: 23.5%) | |||||
Explained by: | |||||
Effect of overseas tax rates | ( | ||||
Income not subject to tax | ( | ( | ( | ||
Expenses not deductible for tax purposes | |||||
Non-deductible goodwill adjustments | ( | ||||
Movements in deferred tax not recognized | ( | ||||
Deductible payments on AT1 securities | ( | ( | ( | ||
Tax rate change | ( | ( | |||
Prior year adjustments | ( | ||||
Tax expense for the year |
(c) Impact of Pillar II model rules on the group
In December 2021, the OECD released the Pillar Two model rules, also referred to as the ‘Global
Anti-Base Erosion’ or ‘GLOBE’ rules. Several jurisdictions in which the Group operates have adopted the
OECD rules including the UK and France who have both transposed the rules into their respective tax
legislation effective for years beginning on or after 31 December 2023. The Group is expected to meet the
criteria to be subject to these rules. The Group currently has trading operations in the following low tax
jurisdictions with an IAS 12 Effective Tax Rate ('ETR') below 15%: Ireland and the UAE. Ireland and the
UAE are both subject to tax at a headline rate of less than 15% and as such we will be required to make a
top-up payment in both jurisdictions to bring the effective tax rate up to 15%. The impact of these is set
out below:
2025 | 2024 | |
$m | $m | |
Ireland | ||
United Arab Emirates | ||
Total current tax expense related to Pillar II |
The Group has adopted the International Tax Reform – Pillar Two Model rules amendments to IAS
12, which were issued on 23 May 2023, and has applied the exception set out in paragraph 4A in respect
of recognizing and disclosing information about deferred tax assets and liabilities related to Pillar Two
income taxes.
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10 Tax continued
2025 | At 1 January | Credited/ (expensed) to the income statement | Recognized on acquisition | Credited to other comprehensive income & equity | At 31 December |
$m | $m | $m | $m | $m | |
Acquired Intangibles | ( | ( | ( | ||
Compensation | |||||
Depreciation in excess of capital allowances | ( | ( | ( | ( | |
Lease accounting | ( | ( | |||
Other short-term timing differences | ( | ( | |||
Revaluation of investments, cash flow hedges and liabilities designated at FVTPL | ( | ( | |||
Share-based payments | ( | ||||
( | ( |
2024 | At 1 January | Credited/ (expensed) to the income statement | Recognized on acquisition | Credited to other comprehensive income & equity | At 31 December |
$m | $m | $m | $m | $m | |
Acquired Intangibles | ( | ( | ( | ||
Compensation | |||||
Depreciation in excess of capital allowances | ( | ( | ( | ||
Lease accounting | |||||
Other short-term timing differences | ( | ||||
Revaluation of investments, cash flow hedges and liabilities designated at FVTPL | ( | ||||
Share-based payments | |||||
( |
2025 | 2024 | |
$m | $m | |
Deferred tax asset | ||
Deferred tax liability | ( | ( |
31 December |
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10 Tax continued
Business Combinations
The recognition of Marex’s deferred tax assets is dependent on the availability of sufficient taxable
profits when the timing differences reverse. The acquisitions of Aarna Capital Limited, Darton Group
Limited, Edgemere Terminals Limited, Agrinvest Commodities, Hamilton Court Group and Winterflood
Securities (2025) in addition to Pinnacle Fuel LLC, Dropet and ILS Brokers Limited (2024) have not
changed the probability of the availability of sufficient future taxable profits and therefore the probability of
realising any pre-acquisition deferred tax assets has not changed. As such, no additional disclosure is
made.
Offset
Deferred tax assets and liabilities are offset where the Group has a legally enforceable right to do
so. Deferred tax balances have been measured using the tax rates that are expected to apply when the
asset is realized or the liability is settled based upon the tax rates that have been enacted or substantially
enacted by the balance sheet date.
Unrecognized deferred tax assets
The Group has unrecognized deferred tax assets in respect of the following:
•Tax losses of $47.8 m (2024: $34.3 m) relate to losses with no expiry date. The increase in these
unrecognized losses compared to the prior period is primarily driven by tax losses incurred during
the year in Australia, New Zealand and France. These assets are not recognized on the basis of
insufficient evidence concerning profits being available against which deferred tax assets could be
utilised.
Dividends of $42.2 m were paid to ordinary shareholders during the year ended 31 December 2025
(2024: $63.8 m; 2023: $45.0 m) as follows:
•Fourth interim dividend for the year ended 31 December 2024 paid at $0.14 per share.
•First, second and third interim dividends for the year ended 31 December 2025 paid at $0.15
share
Refer to note 31 for dividends paid to holders of Additional Tier 1 securities.
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The Group undertook a number of business combinations during 2025. Total consideration was
$401.5 m and the amount paid in cash in 2025 amounted to $303.5 m. The following are the key
acquisitions:
Acquisitions in 2025: | Aarna Capital Limited1,2 | Darton Group Limited | Hamilton Court Group1 | Agrinvest Commodities | Winterflood Securities |
$m | $m | $m | $m | $m | |
Initial cash consideration | — | ||||
Withheld consideration | — | — | — | — | |
Settlement of pre-existing liability | — | — | — | ||
Total consideration | |||||
Fair value of identifiable net assets: | |||||
Intangible assets | — | ||||
Property, plant and equipment | — | ||||
Right of use asset | — | — | |||
Investments | — | — | — | ||
Corporate income tax receivable | — | — | — | — | |
Trade and other receivables | |||||
Inventory | — | — | — | — | |
Equity instruments (unpledged) | — | — | — | — | |
Derivative instruments - asset | — | — | — | ||
Stock borrowing | — | — | — | — | |
Fixed income securities (unpledged) | — | — | — | ||
Cash and cash equivalents | |||||
Trade and other payables | ( | ( | ( | ( | ( |
Stock lending | — | — | — | — | ( |
Short securities | — | — | — | — | ( |
Borrowings | — | ( | — | — | — |
Lease liability | ( | — | ( | — | ( |
Derivative instruments - liability | ( | — | ( | — | — |
Corporate tax | ( | ( | ( | — | — |
Provisions | — | — | — | — | ( |
Deferred tax liability | ( | — | ( | ( | ( |
Deferred Compensation | — | — | — | — | ( |
Non-controlling interest | — | — | ( | — | — |
Total fair value of identifiable assets and liabilities | |||||
Goodwill / (bargain purchase) | ( |
1.Hamilton Court Group and Aarna Capital Limited - The allocation between goodwill and intangible assets was updated to reflect measurement-period adjustments to the
purchase price allocation.
2.Trade and other receivables and trade and other payables include a pre-existing relationship with Marex Financial. This was not included as part of the consideration as
these represent on-going intercompany arrangements within the Group and are not
considered settlement of a pre-existing relationship.
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12 Business Combinations continued
(a) Acquisition of Aarna Capital Limited
On 27 March 2025, the Group acquired the fully issued share capital of the Aarna Group ("Aarna")
which collectively comprises of Aarna Capital Limited, ACL Holdings Limited and ACL Capital (IFSC)
Private Limited. Aarna provides clearing, execution and customized risk management solutions in the
Middle East expanding the Group's operations and growing its clearing business. The acquisition of Aarna
provides the Group with additional capabilities in a new location and access to approximately 180 local
clients, which include institutional investors, family offices and corporate clients.
The preliminary consideration for the acquisition consisted of the fixed premium of $48.5 m and the
net asset value of $10.4 m totalling $58.9 m.
Provisional accounting has been applied, therefore the fair values of certain identifiable assets and
liabilities are subject to finalization and may be revised within the measurement period as permitted by
IFRS 3.
Trade and other receivables
Trade and other receivables mainly consist of broker balances of $162.0 m. The fair value and
gross contractual amounts of other receivables approximates their book value.
Acquisition related costs
Costs directly related to the acquisition (included in other expenses) consist mainly of legal
expenses totalling $2.4 m.
Contribution to the Group's results
Aarna contributed $16.7 m revenue and profit before tax of $5.1 m to the Group’s results for the
period between the date of acquisition and the reporting date. If the acquisition of Aarna had been
completed on the first day of the financial year, Group revenue for the year would have increased by an
additional $4.6 m and Group profit before tax would have increased by $3.0 m.
Goodwill
The goodwill recognized on acquisition relates to the expected growth and revenue synergies with
the Group's existing product and service offerings and the valuation of Aarna's workforce which cannot be
separately recognized as an intangible asset.
Pre-existing relationship
Prior to the acquisition, the Group had a pre-existing relationship with Aarna owing to the brokerage
services offered by the Group. The broker balance at the point of acquisition amounted to $114.2 m and
was deemed to be settled at the point of acquisition.
(b) Acquisition of Darton Group Limited
On 25 March 2025, the Group acquired the fully issued share capital of Darton Group Limited,
("Darton"), a metals trader based in the United Kingdom. The interest was acquired from several
individual shareholders for a consideration of $1.3 ) resulting in a bargain purchase gain of $3.6 m based
on estimates from the provisional accounting of the transaction. The gain arose due to the entity
encountering a market dislocation between the physical price and the quoted derivatives price resulting in
liquidity constraints which provided the Group an opportunity to purchase the business.
Provisional accounting has been applied, therefore the fair values of certain identifiable assets and
liabilities are subject to finalization and may be revised within the measurement period as permitted by
IFRS 3.
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12 Business Combinations continued
Trade and other receivables
Trade and other receivables mainly consist of trade debtors of $6.8 m. The fair value and gross
contractual amounts of trade and other receivables approximates their book value.
Acquisition related costs
Costs directly related to the acquisition (included in other expenses) consist mainly of legal
expenses totalling $0.1 m.
Contribution to the Group's results
Darton contributed revenue of $5.7 m and a profit before tax of $4.5 m to the Group's results for the
period from the acquisition date of 25 March 2025 and the reporting date. Had the acquisition been
completed on 1 January 2025, and the Group's accounting policies applied, Group revenue for the year
would have been $7.4 m lower and Group would have incurred an additional loss before tax of $8.4 m.
These pro forma amounts are based on Darton's standalone results for the period prior to acquisition,
adjusted for differences in accounting policies, and are provided for illustrative purposes only. At the
acquisition date, the total consideration included the settlement of a pre-existing margin loan receivable of
$8.7 m that Marex Financial held with Darton.
(c) Acquisition of Hamilton Court Group
On 1 July 2025, the Group finalized the acquisition of the fully issued share capital of Hamilton
Court Group Limited ("Hamilton"). Hamilton offers a full suite of FX products, ranging from bespoke
complex FX options and derivative structures to more ‘vanilla’ products such as forwards, spots and
swaps. In addition to complementing the Group's existing FX operations, this acquisition enhances the
Group's FX offering by integrating new capabilities into the platform.
Provisional accounting has been applied, therefore the fair values of certain identifiable assets and
liabilities are subject to finalisation and may be revised within the measurement period as permitted by
IFRS 3.
The initial cash consideration includes $20.6 m plus the tangible net asset value, resulting in an
initial consideration payment of $64.4 m. Of the initial consideration, $1.9 m remains withheld on the
balance sheet in line with the Share Purchase Agreement and will be paid to the sellers upon finalization
of the net asset value.
Trade and other receivables
Trade and other receivables mainly consist of balances due from trading counterparties of $75.3 m.
The fair value and gross contractual amounts of trade and other receivables approximates their book
value.
Acquisition related costs
Costs directly related to the acquisition (included in other expenses) consist mainly of legal
expenses totalling $1.3 m.
Contribution to the Group's results
Hamilton contributed revenue of $38.5 m and a profit before tax of $8.7 m to the Group's results for
the period between the date of acquisition and the reporting date. If the acquisition had been completed
on the first day of the financial year, Group revenue for the period would have increased by an additional
$37.5 m and Group profit before tax would have increased by $11.5 m.
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12 Business Combinations continued
Goodwill
The goodwill recognized on acquisition relates to the expected growth and revenue synergies with
the Group's existing product and service offerings and the valuation of Hamilton's workforce which cannot
be separately recognized as an intangible asset.
Pre-existing relationship
Prior to the acquisition, the Group had two existing contractual relationships with Hamilton whereby
the Group acted as liquidity provider under an ISDA agreement, as well as a revolving credit facility
arrangement in place at date of acquisition. Both pre-existing relationships were deemed to be settled at
the point of acquisition and are included as part of the total consideration offered as part of the business
combination.
Non-controlling interest
Hamilton has five direct subsidiaries of which three are not fully owned at the date of acquisition,
resulting in non-controlling interest being recognized, as detailed within the at-acquisition table above.
Non-controlling interest is measured at their proportionate share of the value of the net identifiable assets
acquired.
Acquisition of additional interest
On 1 October 2025, the Group acquired a further interest in one of the subsidiaries, Birchstone
Markets Limited ("Birchstone"), reducing the value of non-controlling interests in this entity from 49.9 % to
consideration, the sellers will be paid deferred compensation totaling $3.9 m in two equal instalments on 1
October 2026 and 1 October 2027, provided that they remain in the employment of the Group on these
dates. The impact of the acquisition of the additional interest, as presented within the Statement of the
Changes in Equity, is as follows:
$m | |
Cash consideration paid to non-controlling shareholders | |
Carrying value of the additional interest | ( |
Difference recognized in retained earnings |
(d) Acquisition of Agrinvest Commodities
On 1 July 2025, the Group completed the acquisition of the fully issued share capital of Agrinvest
Commodities ("Agrinvest"), a Brazilian agricultural commodities business. This acquisition broadens the
Group's operations in the Americas and introduces new capabilities and clients. Agrinvest Commodities
connects buyers and sellers in physical agricultural markets, such as corn and soybeans, and provides
consulting support to help clients understand their hedging options and commercial strategies.
The preliminary consideration for this acquisition was a premium of $16.5 m plus the estimated
tangible net asset value, totalling a payment of $18.8 m.
Trade and other receivables
Trade and other receivables mainly consist of amounts due from exchanges, clearing houses and
other counterparties of $0.9 m. The fair value and gross contractual amounts of trade and other
receivables approximates their book value.
Acquisition related costs
Costs directly related to the acquisition (included in other expenses) consist mainly of legal
expenses totalling $0.5 m.
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12 Business Combinations continued
Contribution to the Group's results
Agrinvest contributed revenue of $6.2 m and a profit before tax of $1.1 m to the Group's results for
the period between the date of acquisition and the reporting date. If the acquisition had been completed
on the first day of the financial year, Group revenue for the period would have increased by an additional
$5.0 m and Group profit before tax would have increased by $1.7 m.
Goodwill
The goodwill recognized on acquisition relates to the expected growth and revenue synergies with
the Group's existing product and service offerings and the valuation of Agrinvest's workforce which cannot
be separately recognized as an intangible asset.
(e) Acquisition of Winterflood Securities
On 1 December 2025, the Group acquired the fully issued share capital of Winterflood Securities,
("Winterflood"), an equity market maker based in the United Kingdom. The acquisition is expected to
enhance Marex's existing UK cash equities business and is consistent with the Group's strategy to bring
in new clients and new capabilities onto its platform.
The preliminary consideration for the acquisition consisted of the fixed premium of $19.8 m, Loan
RCF $26.5 m and the net asset value of $117.0 m totalling this consideration to $163.3 m.
Trade and other receivables
Trade and other receivables mainly consist of amounts due from exchanges and other
counterparties of $1,079.0 m. The fair value and gross contractual amounts of trade and other receivables
approximates their book value.
Acquisition related costs
Costs directly related to the acquisition (included in other expenses) consist mainly of legal
expenses totalling $3.0 m.
Contribution to the Group's results
Winterflood contributed revenue of $7.0 m and a profit before tax of $0.5 m to the Group's results for
the period between the date of acquisition and the reporting date. If the acquisition had been completed
on the first day of the financial year, Group revenue for the period would have increased by an additional
$101.5 m and Group profit before tax would have increased by $2.6 m.
Goodwill
The goodwill recognized on acquisition relates to the expected growth and revenue synergies with
the Group's existing product and service offerings and the valuation of Winterflood's workforce which
cannot be separately recognized as an intangible asset.
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12 Business Combinations continued
(f) Other
•During the year, the Group also made an acquisition of Edgemere Terminals Limited, resulting in
the recognition of goodwill of $2.9 m and a contribution to net cash outflow of $2.6 m.
The Group undertook a number of business combinations during 2024. Total consideration was
$11.3 m and the amount paid in cash in 2024 amounted to $11.3 m. The following are the key acquisitions:
Acquisitions in 2024: | Pinnacle Fuel LLC | Dropet | ILS Brokers Limited |
$m | $m | $m | |
Cash consideration | |||
Total consideration | |||
Fair value of identifiable net assets: | |||
Intangible assets | |||
Property, plant and equipment | |||
Right of use asset | |||
Trade and other receivables | |||
Cash and cash equivalents | |||
Trade and other payables | ( | ( | |
Lease liability | ( | ||
Deferred tax liability | ( | ||
Total fair value of identifiable assets and liabilities | |||
Goodwill / (bargain purchase) |
(a) Acquisition of Pinnacle Fuel LLC
On 5 January 2024, the Group acquired all of the membership interests in Pinnacle Fuel LLC
('Pinnacle') from Empire Holdings Group LLC for the consideration noted below. Pinnacle is a physical oil
trading business and has been purchased in order to facilitate the back-to-back oil trading business.
Intangible assets
The customer list intangible assets relate to new customer relationships introduced to the Group.
The fair value was determined by using the excess earnings method.
Trade and other receivables
Trade and other receivables consist of trade receivables of $0.8 m. The fair value of trade
receivables approximates to their book value. Gross contractual amounts of trade receivables are $0.8 m.
Acquisition related costs
Acquisition related costs (included in other expenses) amounted to $0.2 m.
Contribution to the Group's results for the year ended 31 December 2024
Pinnacle contributed $2.3 m revenue and a profit before tax of $1.0 m to the Group’s results for the
period between the date of acquisition and the reporting date. Pinnacle did not generate any profit or loss
between the first day of the financial year and its acquisition date, thus there would be no impact on
revenue and profit before tax should the entity have been acquired on the first day of the year.
Goodwill
The goodwill recognized on acquisition related to the expected growth and revenue synergies with
the Group's existing product and service offerings and the valuation of Pinnacle's workforce which cannot
be separately recognized as an intangible asset.
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12 Business Combinations continued
(b) Acquisition of Dropet
On 1 October 2024, the Group acquired certain assets which qualified as a business combination,
from Dropet Intertrade SL and Dropet Brokers Limited for the consideration noted below. Dropet
comprises a physical biofuel broking business and a derivatives trading business. The acquisition gives
the Group additional capabilities in physical biofuel products.
Intangible asset
The intangible asset acquired as part of the transaction consists of the Dropet brand.
Contribution to the Group's results for the year ended 31 December 2024
The asset acquisition of Dropet contributed $0.8 m revenue and a profit before tax of $0.3 m to the
Group’s results for the period between the date of acquisition and 31 December 2024. It is impracticable
to determine the impact of the asset acquisition on the performance of the Group had it been acquired on
the first day of the financial year owing to the financial information for the acquired assets not being
maintained separately in the acquiree's records prior to the disposal date.
Goodwill
The goodwill recognized on acquisition related to expected growth and revenue synergies with the
Group's existing product and service offerings and the valuation of the workforce taken over which cannot
be separately recognized as an intangible asset.
(c) Acquisition of ILS Brokers Limited
On 1 December 2024, the Group, through Spectron Services Limited, a wholly owned subsidiary,
acquired all of the share capital in ILS Brokers Limited ('ILS') for the consideration noted below. ILS is a
multinational brokerage house based in Tel Aviv. The acquisition will create growth opportunity within
Capital Markets to enhance the FX offering to other currencies.
The net assets recognized in the financial statements for the year ended 31 December 2024 were based
on a provisional assessment in line with the legal mechanisms of the share purchase agreement (SPA).
As per the SPA, both the buyer and seller had 120 days post completion, being 31 March 2025, to agree
on the completion balance sheet. The finalization thereof has not resulted in any significant changes to
the preliminary net assets as disclosed below, which are now final.
The final consideration for the acquisition thus consisted of the fixed premium of $4.5 m and the net asset
value of $0.8 m totaling $5.3 m as presented above.
Trade and other receivables
Trade and other receivables consist of trade receivables of $0.8 m and other debtors of $0.3 m. The
fair value of trade receivables approximates to their book value. Gross contractual amounts of trade
receivables are $0.8 m.
Contribution to the Group's results for the year ended 31 December 2024
ILS contributed $0.3 m revenue and a loss before tax of $8 k to the Group’s results for the period
between the date of acquisition and the reporting date. If the acquisition of ILS had been completed on
the first day of the financial year, Group revenue for the year would have increased by $4.5 m and Group
profit before tax would have increased by $0.2 m.
Acquisition related costs
Costs directly related to the acquisition (included in other expenses) consist mainly of legal
expenses totalling $0.1 m.
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Goodwill
The goodwill recognized on acquisition related to the expected growth and revenue synergies with
the Group's existing product and service offerings and the valuation of ILS' workforce and brand which
cannot be separately recognized as an intangible asset.
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2025 | 2024 | |
$m | $m | |
Cost | ||
At 1 January | ||
Additions during the year | ||
Cost at 31 December | ||
Impairment losses at 1 January | ( | ( |
Foreign currency translation adjustment (CTA) | ||
Net book value at 31 December |
(a) Goodwill Allocation
During the year, the Group refined the way certain businesses are managed and monitored,
including how strategic decisions are made. This required adjustments to internal management reporting
and led to an updated view of the CGUs for IAS 36 impairment purposes, including for the purpose of
allocating goodwill. This ensured alignment with the way performance is being tracked internally.
Consequently as part of the reorganization, the goodwill was reallocated to the post reorganization CGUs
based on the relative fair values approach derived from revenue splits.
Previously, goodwill allocation was primarily based on the legal entity acquired at the time of
acquisition.
presented in the Group's 2024 Annual Report and Accounts, including business acquisitions prior to the
re-organization:
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13 Goodwill continued
Group Goodwill by CGU | |||
31 December 2025 | 31 December 2024 | ||
CGU (New Allocations) | $m | CGU (Allocations as at 31 December 2024) | $m |
Capital Markets | OTCex | ||
Volcap Trading Partners Limited | |||
Cowen's Prime Services and Outsourced Trading Business | |||
Agriculture | Agriculture | ||
Rosenthal Collins Group1 | |||
USA Clearing | |||
UK Clearing | ProTrader | ||
I.L.S. Brokers Limited | I.L.S. Brokers Limited | ||
X-Change Financial Access LLC | X-Change Financial Access LLC | ||
Energy | Energy | ||
Dropet | |||
Marex Spectron Europe Limited | |||
CSC Commodities UK Limited | CSC Commodities UK Limited | ||
Physical Metals | Recycled Metals | ||
Arfinco S.A. | Arfinco S.A. | ||
Goodwill arising from 2025 acquisitions2 | |||
CGU Allocation | |||
Aarna Capital Limited | |||
Physical Metals | |||
Hamilton Court | |||
Agrinvest | |||
Winterflood4 | |||
Foreign currency translation adjustment (CTA)3 | |||
Total goodwill as at 31 December | Total goodwill as at 31 December | ||
1.Goodwill allocated to the Rosenthal Collins Group CGU was allocated to the Agriculture and USA Clearing CGUs using the relative value method based on revenue, in
accordance with IAS 36. Of the total Rosenthal Collins Group goodwill of $10.5 m, $3.6 m was allocated to Agriculture and $6.9 m to USA Clearing.
2.Represents new acquisitions during the year. Refer to note 12 "Business Combinations".
3.The movement in goodwill includes foreign currency translation adjustments of $0.3 m arising on the translation of goodwill allocated to foreign operations.
4.This excludes the Winterflood Business Services ("WBS") goodwill.
The allocation of goodwill to each CGU represents the lowest level at which the goodwill is
monitored for internal management purposes.
(b) Goodwill impairment testing
The Group performs the annual impairment test as at 1 October each year. Between annual tests,
the Group reviews each CGU for impairment triggers that could adversely impact the valuation of the
CGU and, if necessary, undertakes additional impairment testing. In assessing whether an impairment is
required, the carrying value of the CGU is compared with the recoverable amount, which is determined by
calculating both the fair value less cost of disposal (‘FVLCD’) and the value in use (‘VIU’). The higher of
these two amounts is compared with the carrying value of the CGU. If either the VIU or the FVLCD
is higher than the carrying value, no impairment is necessary.
No impairment arose as a result of the annual impairment testing over goodwill during the year or
the prior year.
As at 31 December 2025, the review of the indicators of impairment did not require any impairment.
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13 Goodwill continued
(c) Key assumptions
•The fair value less cost of disposal is determined by applying a price earnings multiple to the post-
tax earnings of each CGU arising in the period and for the effect of any organizational changes to
the CGU. The price earnings multiples applied are derived from comparable peer companies.
•Comparable peers are those against whom our stakeholders evaluate our performance,
whilst the price earnings multiples are obtained from third party market data providers.
The provision of data from third party data sources, such as Bloomberg, would suggest
that this data and therefore any valuation conducted using this data would contain only
observable market data. However, management applies a level of judgment in the
application of this data and in determining the price earnings multiple.
•In assessing the VIU, a discounted cash flow model is used covering a 5 year projected period,
which drives the valuation of the CGUs. VIU was calculated using post-tax discount rates and
post-tax cash flows. An equivalent pre-tax discount rate was determined and has been presented
in the table below. Future projections are based on the most recent financial projections
considered by the Board of Directors as at the valuation date, or where lower, the annualized
actual results applicable at the date of the test which are used to project post-tax cash flows for
the next 5 years. After this period, a steady cash flow is used to derive a terminal value for the
CGU.
•The stable terminal growth rate for each CGU has been assessed on a standalone basis taking
into account market and company expectations for each unit which are summarized as follows:
•Energy and Agriculture have been forecast using a terminal growth rate of nil
owing to voice brokerage not expected to be a growth business in the long term.
•All other CGUs are expected to grow at 2
sustainable growth rate and inflation target across economies in which the Group
operates.
•During 2024, the stable terminal growth rate of all CGUs was expected to be 2
with the exception of Energy and Agriculture at nil
•Discount rates represent the current market assessment of the risks specific to each CGU, taking
into consideration the time value of money and individual risks of assets not already incorporated
in cash flow estimates. The discount rate calculation is based on the market assessment of the
weighted average cost of capital derived from observable inputs at the valuation date.
•Revenue is expected to grow by 3
forecasts, then to stabilize at between 0 2
management forecasts. In combination with this total direct costs are expected to grow by 4.0
over the first 2 years of the 5 -year projected period for all CGUs in line with the global headline
inflation forecast before also stabilizing at between 0 2
management's individual CGU forecasts.
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13 Goodwill continued
represent key assumptions for each CGU in 2025:
CGU | Pre-tax valuation discount rate | Breakeven discount rate | Valuation revenue growth rate | Breakeven revenue growth rate | Terminal value growth rate | Breakeven terminal value growth rate | Valuation cost growth rate | Breakeven cost growth rate |
Energy | ( | n.m1 | ||||||
CSC Commodities UK Limited | ( | ( | ||||||
Agriculture | ( | |||||||
Physical Metals | ( | ( | ||||||
UK Clearing | ( | n.m1 | ||||||
USA Clearing | ( | n.m1 | ||||||
Arfinco S.A | ||||||||
Capital Markets | ( | n.m1 | ||||||
I.L.S. Brokers Limited | ( | ( | ||||||
X-Change Financial Access LLC | ( | |||||||
Aarna Capital Limited | ( | ( | ||||||
Hamilton Court | ( | ( | ||||||
Agrinvest |
1.n.m.not meaningful.
The following inputs represent key assumptions for each CGU in 2024:
CGU | Pre-tax valuation discount rate | Breakeven discount rate | Valuation revenue growth rate | Breakeven revenue growth rate | Breakeven terminal value growth rate | Valuation cost growth rate | Breakeven cost growth rate | ||||||
Energy | ( | ( | |||||||||||
CSC Commodities UK Limited | ( | ( | |||||||||||
Agriculture | ( | n.m1 | |||||||||||
Volatility Performance Fund S.A. | |||||||||||||
Rosenthal Collins Group | ( | ( | |||||||||||
Volcap Trading Partners Limited | |||||||||||||
X-Change Financial Access LLC | ( | ||||||||||||
Recycled Metals | ( | n.m1 | |||||||||||
ProTrader | ( | n.m1 | |||||||||||
Marex Spectron Europe Limited | ( | n.m1 | |||||||||||
Arfinco S.A. | |||||||||||||
OTCex SA Group | ( | ( | |||||||||||
Cowen's Prime Services and Outsourced Trading Business |
1.n.m.not meaningful.
2.This table does not include Dropet and ILS because these businesses were acquired after the annual impairment test. The associated goodwill was reviewed for indicators
of impairment as at 31 December 2024.
The impact on future cash flows resulting from falling growth rates does not reflect any
management actions that would be taken.
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On 1 December 2025 the Group completed the acquisition of Winterflood Securities Limited
("Winterflood"), a UK equity market maker. At the same time, the Group entered into a conditional
agreement to dispose of Winterflood Business Services (“WBS”), a custody and outsourced dealing
services business to Epiris Fund III.
WBS contributed a loss before tax of $0.2 m to the Group's results for the period between the date
of acquisition and the reporting date.
Classification as held for sale
At the acquisition date, the disposal of WBS was highly probable, subject only to customary
regulatory and non-regulatory approvals, with completion expected in the second quarter of 2026.
Management was actively pursuing the sale and it was highly probable that the criteria for immediate sale
will be met within a short period following acquisition. Accordingly, WBS met the criteria to be classified as
a disposal group held for sale at the acquisition date in accordance with IFRS 5.
The assets and liabilities of WBS have therefore been presented separately in the consolidated
statement of financial position as assets held for sale and liabilities directly associated with assets held for
sale.
Cashflows of discontinued operations
As WBS was classified as held for sale at the acquisition date, a statement of cash flows for the
discontinued operation is not required and has therefore not been presented.
Presentation and disclosure exemptions
As WBS was classified as held for sale at the acquisition date, it constitutes a newly acquired
subsidiary held for sale. Accordingly, IFRS 5 does not require an analysis of the results of the
discontinued operation to be presented, and therefore no such analysis has been provided.
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14 Discontinued operations and assets held for sale
December 2025. There were no assets and related liabilities classified as held for sale as at 31 December
2024.
2025 | |
$m | |
Assets classified as held for sale | |
Current assets | |
Trade and other receivables | |
Cash and cash equivalents2 | |
Total current assets | |
Non current assets | |
Goodwill | |
Intangibles | |
Property, plant and equipment | |
Right of use asset | |
Investments | |
Total non current assets | |
Total assets classified as held for sale1 | |
Liabilities classified as held for sale | |
Trade and other payables | |
Lease Liability | |
Total liabilities classified as held for sale1 | |
Net assets classified as held for sale1 |
1.In addition to the assets and liabilities classified as held for sale, as disclosed above, as at 31 December 2025 WBS had intra-group settlement balances with Winterflood
Securities Limited of $10.4 m receivables and $37.2 m payables. As these balances are intra-group in nature, and are fully eliminated on consolidation, they are not
presented in the consolidated statement of financial position or in the disclosure above.
2.As required by the UK FCA’s Client Asset Sourcebook, balances maintained on behalf of clients with banks in segregated accounts totalling $212.9 m are not included in the
WBS statement of financial position and therefore are not included as Assets classified as held for sale.
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Customer Relationships1 | Brands | Software | Total | |
$m | $m | $m | $m | |
Cost | ||||
At 1 January 2024 | ||||
Additions on acquisitions | ||||
Additions | ||||
Disposals | ( | ( | ||
At 31 December 2024 | ||||
Additions on acquisitions2 | ||||
Additions | ||||
Disposals | ( | ( | ||
At 31 December 2025 | ||||
Impairment provisions and amortization | ||||
At 1 January 2024 | ||||
Charge for the year | ||||
Disposals | ||||
At 31 December 2024 | ||||
Charge for the year | ||||
Disposals | ( | ( | ||
At 31 December 2025 | ||||
Net book value | ||||
At 31 December 2025 | ||||
At 31 December 2024 |
1.Customer relationships, with a net book value of $72.4 m (2024: $41.8 m), mainly relate to the acquisitions of Aarna Capital $17.5 m (2024: $nil ), Volcap $3.1 m (2024: $3.7 m),
Agrinvest Commodities $5.3 m (2024: $nil ), Eagle Commodities $3.8 m (2024: $4.3 m), Cowen's Prime Service and Outsourced Trading Business $19.2 m (2024: $21.5 m) and
Hamilton Court $10.3 m (2024: $nil ). The remaining amortization periods are 9.25 years for Aarna Capital, 5.75 years for Volcap, 9 years for Agrinvest Commodities, 7.4
years for Eagle Commodities, 8 years for Cowen's Prime Service and Outsourced Trading Business and 7.0 years for Hamilton Court.
2. This excludes the Winterflood Business Services ("WBS") intangibles (see note 14).
Intangible assets are recognised when it is probable that future economic benefits attributable to
the asset will flow to the Group and the cost of the asset can be measured reliably. Intangible assets are
initially measured at cost and subsequently measured at cost less accumulated amortisation and any
accumulated impairment losses. All intangible assets have finite useful lives and are amortised on a
straight-line basis over their estimated useful lives.
The Group reviews all intangible assets for indicators of impairment as at 31 December each year.
Both internal and external sources of information are considered when assessing whether indications
exists that an asset may be impaired.
As at 31 December 2025, an impairment trigger was identified when assessing expected cash
flows relating to acquired customer relationships, which resulted in the carrying amount thereof being
tested for impairment. The results of the impairment test are detailed below.
The recoverable amount of the intangible was based on the asset's value in use which exceeded
its recognized carrying amount thus no impairment recognized.
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15 Intangible Assets continued
The value in use was calculated over the remaining useful life of the intangible. The useful life of
the intangible was determined at acquisition based on historical customer attrition rates. The revenue and
cost forecast horizon used in the value in use model is aligned to the useful life. The estimated useful life
of Prime Brokerage and Outsourced Trading customers was 10 and 7 years respectively. The
compensation costs are forecast to maintain a consistent payout ratio to 2025 of 60.32 %.
The discount rate used in the value in use model was provided by management's expert valuation
specialist for use in the IAS 36 value in use models and has been applied to the intangible asset given the
alignment of risk characteristics between the acquired client cash flows and the wider business in which
those clients are serviced.
Pre-tax valuation discount rate | Breakeven discount rate | Compensation payout ratio | Breakeven compensation payout ratio | |
Customer Relationships |
Leasehold improvements | Computer equipment | Furniture, fixtures and fittings | Total | |
$m | $m | $m | $m | |
Cost | ||||
At 1 January 2024 | ||||
Additions on acquisitions | ||||
Additions | ||||
Disposals | ( | ( | ( | ( |
At 1 January 2025 | ||||
Additions on acquisitions | ||||
Additions | ||||
Disposals | ( | ( | ( | ( |
Foreign currency translation adjustment | ||||
At 31 December 2025 | ||||
Depreciation | ||||
At 1 January 2024 | ||||
Charge for the year | ||||
At 1 January 2025 | ||||
Charge for the year | ||||
Disposals | ( | ( | ( | ( |
At 31 December 2025 | ||||
Net book value | ||||
At 31 December 2025 | ||||
At 31 December 2024 |
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16 Property, Plant and Equipment
Property, plant and equipment is measured at cost less accumulated depreciation and impairment.
Depreciation of property, plant and equipment begins when they are available for use (i.e. when they are
in the location and condition necessary for them to be capable of operating in the manner intended by
management). Depreciation is calculated on a straight-line basis over an asset’s estimated useful life. The
estimated useful economic lives of the Group’s property, plant and equipment are:
Leasehold improvements | over the remaining length of the lease or where appropriate |
Computer equipment and other hardware | |
Furniture, fixtures and fittings |
(a) Investments
2025 | 2024 | ||
$m | $m | ||
Cost | |||
At 1 January | |||
Additions | |||
Revaluation of investments held at FVTOCI | ( | ||
Change in value of investments held at FVTPL | |||
Disposals | ( | ||
At 31 December | |||
Listed investments | |||
Unlisted investments | |||
At 31 December |
Fair value through other comprehensive income (OCI)
Strategic investments are classified as fair value through OCI if they are considered to support the
Group's revenue generating capabilities rather than being held for trading. All other investments are
classified as fair value through profit or loss.
Investments classified as fair value through OCI mainly comprise the following:
–Shares and seats held in clearing houses which are deemed relevant to the Group’s trading activities
and are classified as FVTOCI financial assets and recorded at fair value, with changes in fair value
reported in equity within the revaluation reserve. The fair value for these investments is based on
valuations as disclosed in note 34.
–A 1.2 % stake in Key Carbon Limited ("Key Carbon") which sources and finances carbon credit
projects and provides ongoing governance, monitoring and operational support to ensure its projects
are held to the highest quality and integrity standards. The investment provides Marex with access to
a wider carbon client base as well as future streams of carbon credits which will grow the
environmentals business and support clients through the low carbon transition. As the Group has a
minority stake without significant influence and it is not held for trading, the equity investment in Key
Carbon is accounted for as an investment in equity designated at FVTOCI.
–During 2025 the Group purchased a minority stake in Ruminant Biotech (“RBT”), a New Zealand-
based business that has developed technology to reduce methane emissions from pasture-based
livestock. Marex’s investment in RBT aligns with its strategy to grow its environmental business and
allows it to access a new stream of carbon credits and potentially tap into a wider carbon client base.
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As the Group has a minority stake without significant influence and it is not held for trading, the equity
investment in RBT is accounted for as an investment in equity designated at FVTOCI.
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and assets held under agreements to sell (repledged)
(a) Treasury instruments (unpledged) current and non-current
2025 | 2024 | ||
$m | $m | ||
Treasury instruments (non-current) | |||
Treasury instruments (current) | |||
As at 31 December 2025, the Group held $221.6 m (2024: $609.7 m) of Treasury instruments
(unpledged) consisting of $138.5 m classified as current, as the bonds underlying the instruments will
mature prior to 31 December 2026, and $83.1 m classified as non-current, as the underlying bonds will
mature beyond 31 December 2026. The final maturity of the non-current Treasury instruments is 15 May
2028.
(b) Treasury instruments (pledged) non-current
2025 | 2024 | ||
$m | $m | ||
Treasury instruments (non-current) | |||
Treasury instruments (pledged as collateral) non-current comprise U.S. Treasury securities and
agency bonds. These instruments are pledged to exchanges and central clearing counterparties to
reduce cash margin requirements. Instruments classified as non-current are those for which the
underlying bonds mature beyond 31 December 2026 (final maturity date is by 10 October 2028).
Financial instruments pledged in this manner are subject to the specific terms and conditions set
out in the agreements with each counterparty. Typically, while a U.S. Treasury security is pledged to a
counterparty, the Group is restricted from selling or transferring that instrument and from granting any
third-party rights over it, including using it as collateral for further financing arrangements.
(c) Treasury instruments (pledged) and assets held under agreements to sell (repledged) current
2025 | 2024 | ||
$m | $m | ||
Reverse repurchase agreements | |||
Treasury instruments | |||
Treasury instruments (pledged) and assets held under agreements to sell (repledged) comprise
Treasuries and reverse repurchase agreements which have been pledged or repledged as collateral.
Reverse repurchase agreements reflect the cash leg of secured lending arrangements in which the
underlying Treasury securities borrowed have been pledged to exchanges and central clearing
counterparties. Treasury instruments (pledged as collateral) comprise U.S. Treasury securities and
agency bonds. These instruments are pledged to exchanges and central clearing counterparties in order
to reduce cash margin requirements.
These assets are presented together in this note because they arise from the same business
model: client cash is invested in instruments that can be pledged to an exchange and central clearing
counterparty. As the business model and the basis of measurement for these assets are consistent, and
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as the assets are similar in nature and function, their combined presentation is considered appropriate in
accordance with IAS 1.
Financial instruments pledged in this manner are subject to the specific terms and conditions set
out in the agreements with each counterparty. Typically, while a U.S. Treasury security is pledged to a
counterparty, the Group is restricted from selling or transferring that instrument and from granting any
third-party rights over it, including using it as collateral for further financing arrangements.
Treasury instruments (pledged) and assets held under agreements to sell (repledged) comprise
instruments with a maturity prior to 31 December 2026.
(d) Unpledged and pledged non-current/current analysis
2025 | 2024 | |
$m | $m | |
Treasury instruments (non-current) | ||
Treasury instruments (current) | ||
Treasury instruments (pledged) and assets held under agreements to sell (repledged) - (current) | ||
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Equity instruments are purchased primarily to facilitate the Group's product offerings within the
following Business Segments:
•Agency and Execution: The Group purchases equity instruments to facilitate the Group's
Securities Lending and Securities Based Swap product offerings and to facilitate counterparty
requirements.
•Hedging and Investment Solutions: The Group purchases equity instruments to hedge the
economic exposure arising from its Hedging and Investment Solutions product offering. This
includes the Group's issued debt and over-the-counter derivatives undertaken with the Group's
clients where equities are the underlying risk.
2025 | 2024 | |
$m | $m | |
Equity instruments (unpledged) | ||
Equity instruments (pledged as collateral) | ||
2025 | 2024 | ||
$m | $m | ||
Cryptocurrency - Trading | |||
Carbon emission certificates and credits - Trading | |||
Warranted metals - Trading | |||
Recyclable scrap metals | |||
Minor metals | |||
Precious metals | |||
Total inventories at fair value less cost to sell |
All inventories are held at fair value less cost to sell.
The Group economically hedges its exposure to cryptocurrencies and hence the Group's net
exposure to market risk has not been material to our operations for the periods presented. As at 31
December 2025, the Group’s overall net market risk exposure to cryptocurrencies was $0.5 m (2024:
$1.1 m). As at 31 December 2025, the Group had pledged $39.6 m of the cryptocurrency balance as
collateral (2024: $nil ). The fair values of cryptocurrencies held as assets are determined based on quoted
market prices and are classified as a level 1 valuation.
Carbon emission certificates and credits comprise EU allowance certificates (EUA) and Solar
renewable energy certificates (RECs) which are held to trade and the fair value is based on quoted
market prices and classified as a Level 1 valuation under the fair value hierarchy.
The Group's metals inventory comprises the following:
•Warranted metals are those where the Group holds title and warrant and which are lodged and
stored with an exchange. The majority of these warranted metals consists of precious metals. The
fair value is determined by using a suitable, observable proxy and is classified as a Level 2
valuation.
•Recyclable scrap metals are those which the Group has title over and which are in transit from the
supplier to the customer. The vast majority of recyclable scrap metals consists of non-ferrous
metals and comprises various grades of copper (including brass), aluminium and lead. The fair
value for recyclable scrap metals is determined based on quoted metal prices, which are
discounted for grade and location where appropriate, and is classified as a Level 2 valuation.
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•Minor metals are those where the Group has title over and are either stored in London Metal
Exchange and Minor Metals Trade Association approved warehouses or in transit between
warehouses and trading counterparties. The vast majority of the inventory consists of various
grades/alloys of cobalt, lithium and other battery metals. The fair value is determined based on
quoted metal prices which are adjusted for differing grades and is classified as a Level 2
valuation.
•Precious metals are those where the Group holds title and which are either warehoused or in
transit. The fair value is determined based on quoted exchange prices. The fair value is
determined based on quoted exchange prices, and is classified as a Level 1 valuation.
Cost | Fair value movement | Inventory | |
2025 | 2025 | 2025 | |
$m | $m | $m | |
Cryptocurrency - Trading | ( | ||
Carbon emission certificates and credits - Trading | |||
Warranted metals - Trading | |||
Recyclable scrap metals | |||
Minor metals | |||
Precious metals | |||
Cost | Fair value movement | Inventory | |||
2024 | 2024 | 2024 | |||
$m | $m | $m | |||
Cryptocurrencies | ( | ||||
Carbon emission certificates and credits | |||||
Recyclable scrap metals | ( | ||||
( |
Fixed income securities comprise corporate bonds held primarily by the Group's Agency and
Execution segment to realize value through the crystallization of the spread between buying and selling.
2025 | 2024 | |
$m | $m | |
Fixed income securities (unpledged) | ||
Fixed income securities (pledged) | ||
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2025 | 2024 | |
$m | $m | |
Financial Products Program | ||
Tier 2 Program | ||
EMTN Program | ||
Senior Note Program | ||
Hedging and Investment Solutions: Financial Products Programs
In 2018 and September 2021, we launched our Structured Notes Program and Public Offer
Program (together, the 'Financial Products Programs'), respectively, which are at the core of our Financial
Products business. The Financial Products business is part of our Hedging and Investment solutions
segment and provides our clients with a broad range of structured investment products (the 'Structured
Notes') and represents a way to diversify our sources of funding and to reduce the utilization of our
revolving credit facilities. The Financial Products business allows investors to build their own Structured
Notes across numerous asset classes, including commodities, equities, foreign exchange, digital assets
and fixed income products.
Under the Financial Products Program, the Company and Marex Financial (a subsidiary) may issue
warrants, certificates or notes, including auto callable, fixed, stability and capital linked notes with varied
terms. As at 31 December 2025, the fair value of the Group's debt securities issued under the Financial
Products Program was $4,226.1 m (2024: $2,667.4 m), with an average expected maturity of 15 months
(2024: 17 months) however some of those debt securities issued include early redemption clauses
exercised at the election of the investor if the underlying conditions are met. The average imputed interest
rate of the notes was 5.8 % (2024: 6.4 %). These notes are designated at fair value through profit and loss.
Tier 2 Program
Under the Tier 2 Program, Marex Financial may issue subordinated notes including fixed or floating
rate, zero coupon, share or index linked notes with varied terms that qualify as Tier 2 Capital.
The Tier 2 Program has been approved by the Vienna Stock Exchange and the Tier 2 Notes are
listed on the Vienna Multilateral Trading Facility. As at 31 December 2025, the Group had $0.9 m (2024:
$7.2 m) of debt securities issued under the Tier 2 Program with an average maturity of 21 months (2024:
points). In November 2025, $6.3 m of the Group's Tier 2 notes matured and were not replaced.
EMTN Program
In October 2022, the Company entered into a Euro Medium Term Note (‘EMTN’) Program under
which it may, from time to time, issue tranches of notes of varying terms (EMTN Notes). The maximum
aggregate principal amount of EMTN Notes outstanding at any time during the duration of the EMTN
Program is $750.0 m (or the equivalent in other currencies). The EMTN Notes constitute direct,
unconditional, unsubordinated and unsecured obligations of the Company. The EMTN Notes rank at least
pari passu with all other outstanding unsecured and unsubordinated obligations of the Company. The
EMTN Program also contains certain customary events of default and optional redemption, and the
Company has provided certain customary undertakings, such as restricting the creation of security over
the Company's and the Company's subsidiaries’ assets.
In February 2023, the Company issued senior fixed rate notes due 2 February 2028 in the amount
of €300 m for net proceeds of €298.5 m at an interest rate of 8.375 %. As at 31 December 2025, the Group
had $382.0 m (2024: $333.4 m) of debt securities issued under the EMTN Program with an average
maturity of 25 months (2024: 37 months) and an average interest rate of 8.375 % (2024: 8.375 %). These
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EMTN notes are designated in a fair value hedging relationship for interest rate risk. The EMTN Program
and the EMTN Notes are listed on the Vienna Multilateral Trading Facility of the Vienna Stock Exchange.
Senior Note Program
In October 2024, the Company filed a Form F-1 Registration Statement with the SEC to offer, on a
continuous basis, up to $700.0 m in aggregate principal amount (or the equivalent thereof if any other
currency) of senior notes due nine months or more from date of issue (the “F-1 Program”) and, in May
2025, the Company filed a Form F-3 Registration Statement with the SEC under which we can offer
senior debt securities, subordinated debt securities and contingent capital securities (the “F-3 Program”).
The senior notes issued under these programs represent direct, senior and unsecured obligations and
rank pari passu with other senior unsecured indebtedness. The Senior Notes program contains certain
customary events of default and optional redemption, and the Company has provided certain customary
undertakings, such as restricting the creation of security over the Company’s and the Company’s
subsidiaries’ assets. The Senior Notes are listed on the Vienna Multilateral Trading Facility of the Vienna
Stock Exchange.
In October 2024, the Company completed an offering under the Senior Notes Program of 5 -year
senior fixed rate notes due 4 November 2029 totaling $600.0 m for net proceeds of $596.7 m at an interest
rate of 6.404 %
During May 2025, the Company completed a further offering of 3 -year senior fixed rate notes due 8
May 2028 totaling $500.0 m for net proceeds of $498.3 m at an interest rate of 5.829 %.
As at 31 December 2025, the Group had $1,112.6 m (2024: $596.5 m) of debt securities issued
under the Senior Note Program with an average maturity of 37 months (2024: 58 months) and an average
interest rate of 6.1 % (2024: 6.4 %).
The notes issued under the Senior Note Program are designated in a fair value hedging
relationship for interest rate risk. Refer to note 23 for further detail.
In addition to the above debt programs, the Company issued Additional Tier 1 (AT1) securities
which are accounted for as equity instruments and disclosed in note 31.
Cashflow classification
Cash flows from operations includes the movement of debt securities except for debt securities
issued under the Tier 2 Program and are presented within the section labelled working capital. Debt
securities have been split into those that represent revenue producing activities and are part of the
ongoing operations of the Group which include Financial Products Program, EMTN Program and the
Senior Notes Programs. Tier 2 securities qualify as Tier 2 Capital and therefore are presented as cash
flows from financing activities given the nature of the instruments are capital in nature.
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The Group enters into derivative financial instruments to facilitate client trading activity and to
manage exposures arising from its own balance sheet. Derivatives are initially recognized and
subsequently measured at fair value and are classified as held for trading unless designated in qualifying
hedge accounting relationships in accordance with IFRS 9.
The Group applies hedge accounting where the hedging relationship meets the qualifying criteria,
including the existence of an economic relationship between the hedging instrument and the hedged item
and where hedge effectiveness can be reliably measured.
Financial assets | Financial liabilities | ||||
2025 | 2024 | 2025 | 2024 | ||
$m | $m | $m | $m | ||
Held for trading derivatives carried at fair value through profit and loss that are not designated in hedge accounting relationships: | |||||
Synthetic equity swap | |||||
Agriculture contracts | |||||
Energy contracts | |||||
Foreign currency contracts | |||||
Precious metal contracts | |||||
Credit contracts | |||||
Metals contracts | |||||
Equity contracts | |||||
Crypto contracts | |||||
Rates contracts | |||||
Held for trading derivatives that are designated in hedge accounting relationships: | |||||
Foreign currency contracts | |||||
Rates contracts | |||||
The Group applies hedge accounting to manage interest rate and foreign exchange risks. Further
details of how these risks arise and how they are managed by the Group can be found in Note 35.
Cash flow hedge
a) Foreign Currency Risk
The associated gains and losses on derivatives that are used to hedge GBP commitments are
recognized in other comprehensive income and will be recycled when the anticipated commitments take
place and included in the initial cost of the hedged commitments.
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23 Derivative Instruments continued
b) Interest Rate Risk
The Group is exposed to interest rate risk on cash, investments, derivatives, client balances and
bank borrowings. The main interest rate risk is derived from interest-bearing deposits in which the Group
invests surplus funds and bank borrowings, although the Group’s exposure to interest rate fluctuations is
limited through the offset that exists between the bulk of its interest-bearing assets and interest-bearing
liabilities. Since the return paid on client liabilities is generally reset to prevailing market interest rates on
an overnight basis, the Group is only exposed for the time it takes to reset its investments which are held
at rates fixed for a maturity which does not exceed three months , with the exception of US Treasuries,
which have a maturity of up to two years .
The Group’s risk management strategy is to reduce the volatility in the Group’s interest receipts
owing to changes in the short term reference rate for the Group’s short term deposits. As such,
management monitors the reference rates to ensure that any adverse changes in the reference rate does
not adversely affect the Group’s earnings. During 2024, to hedge against future perceived interest rate
headwinds, the Group entered into a series of interest rate swaps in USD and EUR to ensure a smoother
profile of interest rate returns. Further hedges were added during 2025. The Group has designated
certain interest rate swaps as hedging instruments and the associated gains and losses on the interest
rate swaps hedging future interest cash flows are recognized in other comprehensive income.
cash flow hedging relationships per notional value and by hedged risk:
2025 | |||||
Maturity analysis per notional | |||||
Less than 3 months | 3 to 12 months | 1 to 5 years | Over 5 years | Total | |
$m | $m | $m | $m | $m | |
Hedged Risk | |||||
Foreign currency | |||||
Interest rate | |||||
2024 | |||||
Maturity analysis per notional | |||||
Less than 3 months | 3 to 12 months | 1 to 5 years | Over 5 years | Total | |
$m | $m | $m | $m | $m | |
Hedged Risk | |||||
Foreign currency | |||||
Interest rate | |||||
As at 31 December 2025, the aggregate amount of gains/(losses) under foreign exchange forward
contracts and interest rate contracts deferred in the cash flow hedge reserve relating to the exposure on
these anticipated future commitments is a gain of $1.2 m and a gain of $11.3 m respectively (2024: $1.8 m
loss and $24.6 m loss; 2023:$2.9 m gain and $nil ). It is anticipated that these commitments will become
due monthly over the course of the maturity analysis note above, at which time the amount deferred in
equity will be recycled to profit and loss.
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23 Derivative Instruments continued
2025 and 2024 is as follows:
2025 | ||||||||
Hedging instrument | Hedged item | Ineffectiveness | ||||||
Carrying amount | Change in fair value used to calculate hedge ineffectivene ss | Gain/(loss) recognized in OCI | Ineffectiveness (loss) recognized in the income statement | Income statement presentation | ||||
Notional amount1 | Asset | Liability | Balance Sheet presentation | |||||
$m | $m | $m | $m | $m | $m | |||
Hedged Risk | ||||||||
Foreign currency | ( | Derivative instruments | ( | Other expenses | ||||
Interest rate | ( | ( | Net Interest Income | |||||
( | ( | |||||||
2024 | ||||||||
Hedging instrument | Hedged item | Ineffectiveness | ||||||
Carrying amount | Change in fair value used to calculate hedge ineffectivene ss | Gain/(loss) recognised in OCI | Ineffectiveness (loss) recognised in the income statement | Income statement presentation | ||||
Notional amount1 | Asset | Liability | Balance Sheet presentation | |||||
$m | $m | $m | $m | $m | $m | |||
Hedged Risk | ||||||||
Foreign currency | ( | Derivative instruments | ( | Other expenses | ||||
Interest rate | ( | ( | Net Interest Income | |||||
( | ( | |||||||
1.The notional contract amounts of derivatives designated in qualifying hedge accounting relationships indicate the nominal value of transactions outstanding at the balance
sheet date. They do not represent amounts at risk.
There is 1 (2024: 1 ) foreign currency risk cash flow hedge with an average forward contract of
average forward rate of 3.46 % (2024: 3.51 %) across the relationships.
As part of the Group's management of market risk exposures, the following fair value hedges were
in place as at 31 December 2025 and 2024:
•An interest rate swap and a cross currency swap agreement in place with a notional amount of
€300.0 6.1 327.3 300.0
paying fixed 8.375
the exposure to changes in the fair value of the fixed rate 8.375
•An interest rate swap with a notional amount of $600.0
rate of 6.404 2.5751
exposure to changes in the fair value of the fixed-rate senior bond issuance due to fluctuations in
market interest rates.
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23 Derivative Instruments continued
The Group entered into the following hedges during the year ended 31 December 2025:
•An interest rate swap entered into in May 2025 as part of the senior note issuance. The swap has
a notional amount of $500.0 m whereby the Group receives the fixed rate of 5.829 % and pays the
floating rate of the Secured Overnight Financing Rate ("SOFR") + 2.4187 %. The risk being
hedged is the exposure to changes in the fair value of the fixed-rate senior bond issuance due to
fluctuations in market interest rates.
•Interest rate swap agreements entered into in 2025 with respect to certain U.S. treasury
instruments acquired during the period. The swaps have a cumulative notional amount of
$300.0 m whereby the Group receives the floating rate of SOFR and pays the fixed rate under
each contract. The risk being hedged is the exposure to changes in the fair value of the entire
portion of the fixed-rate U.S. treasury instruments due to fluctuations in market interest rates.
There is an economic relationship between the hedged items and the hedging instruments as the
terms of the interest rate swap match the terms of the fixed rate loan (i.e. notional amount, maturity,
payment and reset dates). The Group has established a hedge ratio of 1 :1 for the hedging relationships
as the underlying risk of the interest rate swap is identical to the hedged risk component. To test the
hedge effectiveness, the Group uses the hypothetical derivative method and hedge effectiveness is
assessed by comparing the changes in the fair value of the hedging instrument against the changes in the
fair value of the hypothetical derivative representing the hedged risk.
Hedge ineffectiveness can arise from:
•different interest rate curve applied to discount the hedged item and hedging instrument;
•differences in timing of cash flows of the hedged item and hedging instrument;
•the counterparties’ credit risk differently impacting the fair value movements of the hedging
instrument and hedged item.
in fair value hedge relationships per notional value and by hedged risk:
2025 | |||||
Maturity analysis per notional | |||||
Less than 3 months | 3 to 12 months | 1 to 5 years | Over 5 years | Total | |
$m | $m | $m | $m | $m | |
Hedged Risk | |||||
Interest rate | |||||
2024 | |||||
Maturity analysis per notional | |||||
Less than 3 months | 3 to 12 months | 1 to 5 years | Over 5 years | Total | |
$m | $m | $m | $m | $m | |
Hedged Risk | |||||
Interest rate | |||||
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23 Derivative Instruments continued
The following table details the fair value hedge relationships by hedged risk as at 31 December
2025 and 2024 is as follows:
2025 | |||||
Hedging instrument | |||||
Carrying amount | Change in fair value used to calculate hedge ineffectiveness | ||||
Notional amount1 | Asset | Liability | Balance Sheet presentation | ||
$m | $m | $m | $m | ||
Hedged Risk | |||||
Interest rate | ( | Derivative instruments | ( | ||
( | ( | ||||
Hedged item | Ineffectiveness | |||||||
Carrying amount | Accumulated fair value hedge adjustments included in carrying amount | Change in fair value used to calculate hedge ineffectiveness | Ineffectiveness recognized in the income statement | Income statement presentation | ||||
Asset | Liability | Asset | Liability | Balance Sheet presentation | ||||
$m | $m | $m | $m | $m | $m | |||
Hedged Risk | ||||||||
Interest rate | ( | ( | Debt Securities | ( | Net Interest Income | |||
( | Treasury Instruments | ( | ||||||
( | ( | ( | ||||||
1.The notional contract amounts of derivatives designated in qualifying hedge accounting relationships indicate the nominal value of transactions outstanding at the balance
sheet date. They do not represent amounts at risk.
2024 | |||||
Hedging instrument | |||||
Carrying amount | Change in fair value used to calculate hedge ineffectiveness | ||||
Notional amount1 | Asset | Liability | Balance Sheet presentation | ||
$m | $m | $m | $m | ||
Hedged Risk | |||||
Interest rate | ( | Derivative instruments | ( | ||
( | ( | ||||
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23 Derivative Instruments continued
Hedged item | Ineffectiveness | |||||||
Carrying amount | Accumulated fair value hedge adjustments included in carrying amount | Change in fair value used to calculate hedge ineffectiveness | Ineffectiveness recognized in the income statement | Income statement presentation | ||||
Asset | Liability | Asset | Liability | Balance Sheet presentation | ||||
$m | $m | $m | $m | $m | $m | |||
Hedged Risk | ||||||||
Interest rate | ( | Debt Securities | Net Interest Income | |||||
( | — | |||||||
1.The notional contract amounts of derivatives designated in qualifying hedge accounting relationships indicate the nominal value of transactions outstanding at the balance
sheet date. They do not represent amounts at risk.
There are 6 (2024: 2 ) interest rate risk fair value hedges with an average forward rate of 3.52 %
(2024: 3.57 %) across the relationships.
The Group enters into reverse repurchase and repurchase agreements primarily to generate
income from the spread between the rate earned on reverse repurchase agreements and the rate paid on
repurchase agreements (“securities financing”). Repurchase agreements are also used to finance
securities and support the facilitation of client activity. These assets and liabilities are measured at fair
value through profit or loss.
2025 | 2024 | |
$m | $m | |
Reverse repurchase agreements | ||
Repurchase agreements | ( | ( |
( |
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2025 | 2024 | ||
$m | $m | ||
Amounts due from exchanges, clearing houses and other counterparties1 | |||
Amounts due from clients1 | |||
Trade debtors1 | |||
Amounts due from Prime Brokers1 | |||
Settlement balances1 | |||
Default funds and deposits | |||
Loans receivable | |||
Other tax and social security taxes | |||
Other debtors | |||
Prepayments | |||
1.During 2025 the Group made a voluntary change in presentation to separate Amounts due from Prime Brokers (previously included in Amounts due from clients) and
Settlement balances, (previously reflected within Trade debtors and Amounts due from exchanges, clearing houses and other counterparties). The Group considers this
disaggregation to provide more useful information.
Amounts due from exchanges, clearing houses and other counterparties
These balances primarily include cash deposits to meet margin requirements. The margin
requirements comprise both initial and daily variation margin to secure futures, options and OTC products
pertaining to the Group’s membership of the exchanges and the legal agreements with the clearing
houses and other counterparties. Where the deposit of cash constitutes settlement, the amounts
receivable from the exchanges, clearing houses and other counterparties constitute cash receivable.
There are exchanges where the deposit of cash does not constitute the settlement of the outstanding
position, and when this is the case and where applicable the balance against these exchanges, clearing
houses and other counterparties are reported net reflecting the initial margin and cash collateral being
offset against the unrealized transactions.
Amounts receivable from clients
Receivables from clients include the total net deficits related to client activity in exchange-traded
futures, options and OTC derivative trading accounts. Client deficits arise from realized and unrealized
trading losses as well as from margin transactions. Client deficit accounts are reported gross of client
accounts that contain net credit or positive balances, except where a right of offset exists, or where the
agreement with the client is operated under a title transfer collateral agreement (TTCA). Where clients
operate under TTCA agreements, this represents a single legal agreement, and in particular where these
clients are provided clearing services by the Group, each client is accounted for as a single unit of
account. Regardless of whether the amounts receivable from clients is a single unit of account or whether
they represent part of a gross position, the income from clients is mainly reported through commission
income with interest being earned on client deficits and interest being paid to clients on excess cash on
deposit included within interest income and expense. Where clients are accounted for as a single unit of
account, the net interest income or expense from the excess cash placed with the Group or owing to the
Group from any margin financing will be recorded net within interest income or interest expense.
Trade debtors
Trade debtors primarily consist of invoiced commissions, fees and other trade related receivables.
Trade debtors includes balances of $56.6 m (2024: $108.7 m) that qualify as financial assets
measured at fair value through profit or loss, such as the provisionally priced invoices on physical
commodity sales and the Group’s trade facilitation invoices which the Group has funded.
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25 Trade and Other Receivables continued
Settlement balances
Settlement balances primarily relate to short-term settlement balances arising from transactions
recognized on a trade date basis. These amounts settle within a few days through established clearing
mechanisms and represent intermediary cash flows rather than trading positions.
Amounts due from Prime Brokers
Amounts due from Prime Brokers include cash, realized and unrealized gains or losses on futures
and options and margin financing.
Loans Receivable
Loans receivable are measured at amortized cost in line with the Group's accounting policy
outlined in Note 3 (i). Loans receivable primarily consist of credit lines offered to the Group's clearing
clients and digital asset loans which form part of the Group's Hedging and Investment Solutions offering.
Default funds and deposits
These balances represent credit risk protection for the members of exchange, whereby a certain
amount of cash is placed on deposit representing the members’ activities and the volatility in the prices of
the exchange-traded commodities. These cash deposits are measured at amortized cost.
Other debtors
Other debtors mainly consist of interest receivable from banks on cash deposits which is accrued
based on payment expectations on average balances and using agreed upon rates. Additionally other
debtors include sign-on bonuses which are amortized over the contractual period.
(a) Segregated balances
Included in Amounts receivable from exchanges, clearing houses and other counterparties,
Amounts due from Prime Brokers and Amounts due from clients are segregated balances of $2,011.1 m
(2024: $1,833.7 m) and non-segregated balances of $5,699.8 m (2024: $4,128.9 m).
(b) Aging and ECL allowances
The Group recognized a lifetime ECL allowance for Trade debtors of $0.6 m as at 31 December
2025 (2024: $1.1 m) using a provision matrix under the simplified approach. In addition the Group
recorded within amounts due from exchanges, clearing houses and other counterparties, an ECL
allowance of $16.7 m as at 31 December 2025 (2024: $15.2 m), based on individual assessment, to reflect
the expected credit losses associated with certain counterparties.
The Directors consider that the carrying amounts of trade and other receivables are not materially
different to their fair value.
2025 | Current | Less than 30 days | 31 to 60 days | 61 to 90 days | 91 to 120 days | More than 120 days | Total |
Expected credit loss rate | |||||||
Trade debtors $m | |||||||
Trade debtors lifetime ECL $m |
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25 Trade and Other Receivables continued
2024 | Current | Less than 30 days | 31 to 60 days | 61 to 90 days | 91 to 120 days | More than 120 days | Total |
Expected credit loss rate | |||||||
Trade debtors $m | |||||||
Trade debtors lifetime ECL $m |
Below we present the ageing of the Group’s other receivables different from trade debtors,
excluding other tax and social security taxes and prepayments.
2025 ($m) | Current | Less than 30 days | 31 to 60 days | 61 to 90 days | 91 to 120 days | More than 120 days | Total |
Amounts due from exchanges, clearing houses and other counterparties | |||||||
Amounts due from Prime Brokers | |||||||
Settlement balances | |||||||
Amounts receivable from clients | |||||||
Default funds and deposits | |||||||
Loans receivable | |||||||
Other debtors | |||||||
Corresponding allowance for loan losses ECL |
2024 ($m) | Current | Less than 30 days | 31 to 60 days | 61 to 90 days | 91 to 120 days | More than 120 days | Total |
Amounts due from exchanges, clearing houses and other counterparties | |||||||
Amounts due from Prime Brokers | |||||||
Settlement balances | |||||||
Amounts receivable from clients | |||||||
Default funds and deposits | |||||||
Loans receivable | |||||||
Other debtors | |||||||
Corresponding allowance for loan losses ECL |
(c) Reconciliation of the movement in impairment allowance
2025 | 2024 | ||
$m | $m | ||
At 1 January | |||
Bad debts written off | ( | ( | |
Released to the income statement | ( | ( | |
Charged to the income statement | |||
Other balance sheet movements | |||
At 31 December |
The impairment allowance of $17.6 m (2024: $15.2 m) in the table above includes $0.3 m (2024:
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2025 | 2024 | |
$m | $m | |
Amounts due to exchanges, clearing houses and other counterparties1 | ||
Amounts due to Prime Brokers1 | ||
Amounts payable to clients1 | ||
Accruals | ||
Settlement balances1 | ||
Other tax and social security taxes | ||
Other creditors1 | ||
Bank overdrafts | ||
1.During 2025 the Group made a voluntary change in presentation to separate Amounts due to Prime Brokers and Settlement balances from within Amounts due to
exchanges, clearing houses and other counterparties and Amounts payable to clients. Trade payables, Deferred income and Other creditors were also combined into a
single category of Other creditors. The Group considers this revised view to provide more useful information.
Trade and other payables mainly comprise the following:
Amounts due to exchanges, clearing houses and other counterparties
These balances primarily include cash amounts payable to exchanges where the Group is required
to meet margin requirements, either initial or daily variation margin. These margin requirements are there
to secure futures, options and other OTC products, including forwards. These amounts represent financial
liabilities that are recorded at amortized cost.
Amounts due to Prime Brokers
Amounts payable to clients and Amounts due to Prime Brokers. Amounts due to Prime Brokers
include cash, realized and unrealized gains or losses on futures and options and margin financing.
Amounts payable to clients
The Group’s relationships with its clients are governed by the legal agreements that are signed
between the parties. The amounts due to other counterparties specifically addresses the cash received
from clients for Clearing and Prime Brokerage activity under these legal agreements. The legal
agreements underpin the various different components of a balance with the client; ranging from cash, to
realized and unrealized gains or losses on futures and options, to margin financing. As they are governed
by a single legal agreement, they will be accounted for as a single unit of account. As financial liabilities
that are not (i) contingent consideration of an acquirer in a business combination, (ii) held-for-trading, or
(iii) designated at FVTPL, the single unit of account is initially recorded at fair value but then remeasured
at amortized cost. The one exception being the amounts due to clients which relate to the settlement of
contracts at the London Metal Exchange (‘LME’), where the Group is subject to the settlement and
margining requirements of LME Clear.
Where clients are requesting to clear LME forward contracts, these contracts do not settle until the
prompt date and cannot be said to settle daily. Any outstanding LME forwards cleared by the Group will
be treated as an amount due to clients constituting a hybrid instrument which comprises of cash for initial
margin, cash collateral and the outstanding forward which will settle in the future.
As a hybrid instrument, the entire instrument will be categorized as a financial liability held at
FVTPL.
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26 Trade and Other Payables continued
Amounts payable to clients include the total of excess pertaining to client activity in exchange
traded futures, options and OTC derivative trading accounts. Client excesses arise from realized and
unrealized trading losses as well as any margin transactions. Client excess accounts are reported gross
of client accounts that contain net debit or negative balances, except where a right of offset exists, or
where the agreement with the client is operated under a title transfer collateral agreement (TTCA). Clients
which operate under TTCA agreements represent a single legal agreement, and in particular where these
clients are provided clearing services by the Group, each client is accounted for as a single unit of
account, within amounts receivable from clients measured at amortized cost, except as above when the
client activity relates to outstanding LME forwards.
Other creditors
Other creditors primarily relate to brokerage and physical commodity invoices. Included in other
creditors are financial liabilities measured at fair value through profit or loss of $25.5 m (2024: $7.4 m),
such as provisionally priced invoices on physical commodity contracts.
Settlement balances
Settlement balances primarily relate to short-term settlement balances arising from transactions
recognized on a trade date basis. These amounts settle within a few days through established clearing
mechanisms and represent intermediary cash flows rather than trading positions.
The Directors consider that the carrying amount of trade and other payables is not materially
different to their fair value.
(a) Segregated balances
Included in Amounts payable to clients and amounts due to exchanges, clearing houses and other
counterparties are segregated balances of $4,789.2 m (2024: $4,733.5 m) and non-segregated balances of
$5,274.4 m (2024: $4,038.8 m).
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(a) Loans
2025 | 2024 | |
$m | $m | |
Short-term borrowings | ||
Long-term borrowings | ||
Total borrowings |
2025 | 2024 | |
$m | $m | |
At 1 January | ||
Additions from Group Acquisitions1 | ||
Repayments | ( | |
Additional draws | ||
Total borrowings |
1.Additions from Group Acquisitions for the year ended 31 December 2025 amounted to $20.2 m relating to Darton Group Limited. This balance was fully repaid
during the year, and there is no outstanding amount as at 31 December 2025. For further details on this acquisition, refer to Note 12 "Business Combinations".
(b) Secured credit agreements
The Group, through its regulated subsidiary, Marex Capital Markets Inc. ('MCMI') has a $200.0 m
(2024: $200.0 m) uncommitted securities financing facility arranged by a leading financial institution.
Outstanding borrowing was $200.0 m as at 31 December 2025 (2024: $30.0 m).
In the ordinary course of its broker-dealer activities, MCMI has appointed The Bank of New York
Mellon to act as its clearing agent ('Clearing Agent') for the purpose of clearing and settling transactions in
securities maintained in the Federal Reserve/Treasury book entry system for receiving and delivering
Federal Reserve Board (FRB) Securities ('MCMI Clearing Agreement'). Under the terms of the MCMI
Clearing Agreement, the Clearing Agent may finance, on an overnight basis, failed deliveries of FRB
securities and/or the position in FRB Securities collateralized on FRB Securities, subject to certain
haircuts. There was no outstanding borrowing as at 31 December 2025 (2024: $nil ).
(c) Revolving credit facilities
On 30 June 2023, the Group refinanced its syndicated revolving credit facility (RCF) on improved
terms and conditions with HSBC Bank plc. The RCF is unsecured and committed up to $150.0 m (31
December 2024: $150.0 m) with a renewal date of 30 June 2026. As at 31 December 2025 the facility was
undrawn (2024: undrawn). The RCF contains certain financial and other covenants.
Interest on the amount utilized is calculated at a currency risk free rate plus a spread of 210 basis
points plus a utilization fee payable dependent on the percentage of utilization. The maximum utilization
fee payable is 50 basis points. Interest on the unutilized portion is charged at a fixed percentage rate of
The Group, through its regulated subsidiary, MCMI, has access to a $230.0 m 364 -day (2024:
$125.0 m) unsecured committed revolving credit facility arranged by a leading financial institution. Interest
on the amount utilized is calculated as the US prime rate less 25 basis points. There was no outstanding
borrowing under this facility as at 31 December 2025 (2024: $122.0 m). The credit facility agreement
contains certain financial and other covenants.
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As required by the UK FCA’s Client Assets Sourcebook (‘CASS’) rules and the CFTC’s client
money rules, the Group maintains certain balances on behalf of clients with banks, exchanges, clearing
houses and brokers in segregated accounts. Segregated assets governed by the UK FCA's CASS rules
and the related liabilities to clients, whose recourse is limited to segregated accounts, are not included in
the Group’s statement of financial position where the Group is not beneficially entitled thereto and does
not share any of the risks or rewards of the assets. Excess Group cash placed in US segregated
accounts to satisfy US regulations and securities held in US segregated accounts are recognized on the
Group’s statement of financial position.
2025 | 2024 | ||
$m | $m | ||
Segregated assets at banks (not recognized) | |||
Segregated assets at exchanges, clearing houses and other counterparties (not recognized) | |||
Segregated assets at exchanges, clearing houses and other counterparties (recognized) | |||
1.Under the UK FCA’s client money rules, certain monies are protected, segregating these monies from the Group’s own money. This applies to client money placed within
segregated bank accounts but also for client money placed at exchanges where the money is held in segregated bank accounts. The same cannot be said to apply under
As at 31 December 2025, $194.9 m (2024: $173.9 m) of excess Group cash placed in segregated
accounts to satisfy US regulations has been recorded within cash and cash equivalents and client
liabilities within trade and other payables in the statement of financial position.
the end of the period, which are further reconciled to their movements in subsequent sections of this note:
Group and Company | |||||||
Issued and fully paid | Issued and fully paid | ||||||
2025 | 2025 | 2024 | 2024 | ||||
Number | $'000 | Number | $'000 | ||||
Ordinary Shares of $ | |||||||
Deferred Shares of £ | |||||||
There is no unauthorized share capital for any class of share. There are no shares issued but not
fully paid.
During the year, the Group issued 715,627 ordinary shares to satisfy, in full or in part, vesting of the
2021 Retention Long Term Incentive Plan, three tranches of Deferred Bonus Plan Awards, and the 2024
Non-Executive Director Share Award.
the year:
Group and Company | |||||
Ordinary shares Number | Deferred shares Number | Total Number | |||
At 1 January 20251 | |||||
Issuance of shares | |||||
At 31 December 20251 | |||||
1.Period end shares, excluding shares held by the Employee Benefit Trust, was 71,738,314 (2024: 70,290,886 ).
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29 Share Capital continued
In the prior period, the Group completed a share capital reorganization prior to the Group's IPO.
The table below outlines the movements for the 2024 year. Refer to the 2024 Group Annual Report for
further detail on the share reorganization activities and steps.
Group and Company | |||||||||||
Ordinary shares of $ Number | Ordinary shares of $ Number | Non-voting Ordinary Shares of $ Number | Deferred Shares of £ Number | Growth Shares of $ Number | Total Number | ||||||
At 1 January 2024 | |||||||||||
Ordinary shares reorganization pre-IPO (1) | ( | ( | ( | ||||||||
Total: Post ordinary shares organization | |||||||||||
Reverse share split (2) | ( | ( | |||||||||
Deferred share cancellation (3) | ( | ( | |||||||||
Total: Post share capital organization | |||||||||||
Primary share issuance at IPO1 | |||||||||||
At 31 December 2024 | |||||||||||
1.As part of the initial public offering, 3,846,153 Ordinary Shares of US$0.001551 each in the share capital of the Company were then issued. The sale of shares raised
$68.3 m in cash, with issue costs of $4.8 m.
Class of share | Rights |
Ordinary Shares | Full voting rights and right to participate in ordinary dividends ranking pari passu with non- voting ordinary shares. In the event of a winding up, entitled to a return of capital ranking pari passu with non-voting ordinary shares and no right of redemption. |
Non-voting Ordinary Shares | As per ordinary shares, other than having no voting rights. |
Deferred Shares | No voting rights, no right to participate in dividends or distributions and no right to redemption. On a return of capital on a winding up or otherwise, the assets of the Company available for distribution to its members shall be applied in paying a sum equal to £ deferred shares pro rata according to the number of deferred shares held by them (rounded to the nearest £ event exceed £ |
Growth Shares | Following its initial public offering, the Company no longer has any growth shares. Growth shares were issued in several series as part of a share-based remuneration scheme. On a liquidity event such as an initial public offering or a sale, the growth shares entitled the holder thereof to a return should the proceeds exceed a specific level, as set for each series on issuance. The holders of growth shares had no voting rights, no rights to participate in dividends, no entitlements to participate in a winding up and could not impact the timing of a liquidity event. The growth shares were redeemable on a liquidity event in cash or by conversion into non-voting ordinary shares, as elected by the holders thereof. In the absence of such an election, the default settlement was conversion into non-voting ordinary shares. Prior to the initial public offering the holders of the growth shares elected to equity settle their awards. |
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As at 31 December 2025, the Group (through the Employee Benefit Trust) held 1,199,156 (2024:
a debit balance within total equity.
The movement in 2025 predominantly consists of the issuance of 715,627 ordinary shares as part
of the satisfaction of the vesting of the 2021 Retention Long Term Incentive Plan, 3 tranches of awards
issued under the Deferred Bonus Plan and the 2024 Non-Executive Director Share Award and the
acquisition of shares at a total cost of $44.1 m. The purchase cost is offset by the vesting of ordinary
shares at a cost of $33.4 m under the Group's share-based payment schemes. The Group's share awards
and settlements during the year are more fully described under note 33, "Share-based payments".
The Group has $97.6 m of AT1 securities (2024: $97.6 m) which are perpetual securities with no
fixed maturity and are structured to qualify as AT1 instruments under prevailing capital rules applicable. In
2025, there was no new issuance of AT1 securities (2024: no new issuance). There were no redemptions
in 2025 (2024: no redemptions).
Interest on the securities, at a fixed rate of 13.25 % per annum, is payable semi-annually in arrears
in equal instalments on 30 June and 30 December in each year, commencing on 30 December 2022. On
the first reset date on 30 December 2027, in the event that the securities are not redeemed, interest will
be reset to the five-year semi-annual US treasury securities yield plus a margin of 10.158 % per annum.
The interest payment is fully discretionary and non-cumulative, and conditional upon the Group being
solvent at the time of payment, having sufficient distributable reserves and not being required by the
regulatory authorities to cancel an interest payment.
Distributions of $13.3 m were made in 2025 (2024: $13.3 m) on the AT1 securities.
The securities are perpetual securities with no fixed redemption date. The Group may, in its sole
and full discretion, subject to regulatory approval, redeem all (but not some only) of the securities on any
day falling in the period commencing on (and including) 30 June 2027 and ending on (and including) the
first reset date or on any interest payment date thereafter at the prevailing principal amount together with
accrued but unpaid interest. In addition, the securities are redeemable at the option of the Group for
certain regulatory or tax reasons, subject to regulatory approval.
The securities, which do not carry voting rights, rank pari passu with holders of Tier 1 instruments
(excluding the Company’s Ordinary shares). They rank ahead of the holders of ordinary share capital of
the Company but junior to the claims of senior creditors of the Group.
All AT1 securities will be converted into ordinary shares, at a pre-determined price, should the
Group’s Investment Firms Prudential Regime CET1 Ratio fall to less than 64 %. As of December 2025, the
Reserves | Description |
Revaluation reserve | Cumulative unrealized gains on investments in exchanges that are held at FVTOCI and recognized in equity as well as changes in own credit risk. |
Cash flow hedge reserve | Cumulative unrealized gains and losses on hedging instruments deemed effective cash flow hedges. |
Currency translation reserve | On consolidation, the results of overseas operations are translated into USD at rates approximating to those prevailing when the transactions took place. All assets and liabilities of overseas operations, including goodwill arising on the acquisition of those operations, are translated at the rates ruling at the prevailing date. |
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The Group operates a Global Omnibus Plan, which provides for the grant of share options,
including incentive share options, conditional awards, restricted shares, share appreciation rights or any
other share- or cash-based awards to eligible employees and non-employees. New awards are all
granted within the terms of this plan.
The Group operated six equity-settled share-based remuneration schemes for Executive and Non-
Executive Directors and senior management as listed and described below. All are United Kingdom tax
authority unapproved schemes. The cost of the service is calculated by reference to the fair value of
shares at the grant date, the number of shares expected to vest under the schemes and the probability
that the performance and the service conditions will be met. The cost of the service is recognized in the
income statement over the period that the recipient provides service and there is a shared understanding
of the terms and conditions of the arrangement. The recipient to whom these awards were granted must
not depart from the Group, and such an action would require a forfeiture of some or all of the award
depending on the conditions under which the employee were to leave.
Deferred Bonus Plan
Members of the scheme are awarded a fixed number of ordinary shares vesting in three equal
tranches over the three years following the date of grant. As the awards are based on the employees’
annual performance, the fair value has been expensed from the beginning of the year for which the bonus
had been awarded. Prior to the IPO, the fair value of a share award at grant date was the final price
approved by the Remuneration Committee and determined based on a multiple of earnings as at grant
date with reference to comparable peer companies. Post IPO, the fair value of a share award is based on
the Group's quoted share price at the date of the grant.
Retention Long Term Incentive Plan
Members of the scheme are awarded a variable number of ordinary shares three years after the
grant date. The number of shares awarded is determined by reference to a hurdle return on equity of the
Group and to growth targets for the profit after tax of the Group over the three-year period. Prior to the
IPO, the fair value of a share award at grant date was the final price approved by the Remuneration
Committee and determined based on a multiple of earnings as at grant date with reference to comparable
peer companies. Post IPO, the fair value of a share award is based on the Group's quoted share price at
the date of the grant.
Annual Long Term Incentive Plan
Members of the scheme are awarded a variable number of ordinary shares three years after the
grant date. As the awards are based on the employees’ annual performance, the fair value has been
expensed from the beginning of the year for which the bonus had been awarded. The number of shares
awarded is determined by reference to financial underpins; the first is a hurdle return on equity of the
Group and the second underpin is growth targets for the adjusted profit before tax over the 3 -year period.
Prior to the IPO, the fair value of a share award at grant date was the final price approved by the
Remuneration Committee and determined based on a multiple of earnings as at grant date with reference
to comparable peer companies. Post IPO, the fair value of a share award is based on the Group's quoted
share price at the date of the grant.
All Employee Award
As part of the IPO, members of the scheme have been awarded a fixed number of ordinary shares
which vest three years after the grant date. The fair value of a share award is based on the Group's
quoted share price at grant date.
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33 Share-based payments
Non-Executive Directors' Award
Members of the scheme are awarded a fixed number of ordinary shares which vest one year after
the grant date. The fair value of a share award is based on the Group's quoted share price at grant date.
Warrant Award
A warrant granted at the Group’s initial public offering, vested and settled following the twelve-
month anniversary resulting in the settlement of 142,709 ordinary shares.
Previous share-based payment schemes
In addition to the equity-settled share-based remuneration schemes currently active and outlined
above, there were a number of share based remuneration schemes which had been granted historically.
The instruments issued under those plans included growth shares, nil cost options, growth share options
and warrants. The settlement event for these instruments was the liquidity event which occurred on 25
April 2024. All of those outstanding instruments were settled in exchange for a number of the Group’s
ordinary shares. Please refer to the 2024 Group Annual Report for further detail on the settlement process
and mechanism.
2025 | 2024 | |
$m | $m | |
Deferred Bonus Plan | ||
Retention Long Term Incentive Plan | ||
Annual Long Term Incentive Plan | ||
All Employee Plan | ||
Non-Executive Directors' Plan | ||
Warrants | ||
Total equity-settled share-based payments |
2025 | 2024 | |
Number | Number | |
Outstanding at the beginning of the year | ||
Reverse Share Split | ( | |
Granted during the year | ||
Vested during the year | ( | ( |
Forfeited during the year | ( | ( |
Outstanding at the end of the year | ||
Weighted average fair value of awards granted ($) |
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This note provides an overview of the Group’s financial instruments and their categorization under
IFRS. Further details about the different types of financial assets and financial liabilities are provided
throughout these consolidated financial statements. This note also contains information about the fair
value of the Group’s financial instruments and the effect of offsetting.
2025 | 2024 | ||||||||
FVTPL | FVTOCI | Amortized cost | Total | FVTPL | FVTOCI | Amortized cost | Total | ||
Financial assets | $m | $m | $m | $m | $m | $m | $m | $m | |
Investments | |||||||||
Treasury instruments | |||||||||
Treasury instruments (pledged) and assets held under agreements to sell (repledged)1 | |||||||||
Fixed income securities | |||||||||
Equity instruments | |||||||||
Derivative instruments2 | |||||||||
Stock borrowing | |||||||||
Reverse repurchase agreements | |||||||||
Amounts due from exchanges, clearing houses and other counterparties | |||||||||
Amounts due from Prime Brokers | |||||||||
Amounts receivable from clients | |||||||||
Settlement balances | |||||||||
Trade debtors | |||||||||
Default funds and deposits | |||||||||
Loans receivable | |||||||||
Other debtors3 | |||||||||
Cash and cash equivalents | |||||||||
1.The fair value of the Treasury Instruments and Treasury instruments (pledged) and assets held under agreements to sell (repledged), which are Level 1 instruments as they
are all quoted instruments, held at amortized cost at 31 December 2025 was $3,729.6 m (2024: $3,541.7 m). The fair values of other assets and liabilities at amortized cost
are consistent with the carrying amount.
2. The Group manages the fixed interest risk on its vanilla debt instrument through interest rate and cross currency swaps as hedging instruments. Refer to note 23.
3.$100.3 m (2024: $41.5 m) of the other debtors balance mainly relates to sign-on bonuses and forgivable employee loans and are not included in the table above as they are
not a financial asset.
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34 Financial Instruments continued
2025 | 2024 | ||||||||
FVTPL | FVTOCI | Amortized cost | Total | FVTPL | FVTOCI | Amortized cost | Total | ||
Financial liabilities | $m | $m | $m | $m | $m | $m | $m | $m | |
Repurchase agreements | |||||||||
Derivative instruments | |||||||||
Short securities | |||||||||
Amounts due to exchanges, clearing houses and other counterparties | |||||||||
Amounts due to Prime Brokers | |||||||||
Amounts payable to clients | |||||||||
Settlement balances | |||||||||
Other creditors | |||||||||
Stock lending | |||||||||
Short-term borrowings | |||||||||
Debt securities1 | |||||||||
Lease liability | |||||||||
Bank overdrafts | |||||||||
1.Debt securities includes EMTN and the Group's Senior Note Program measured at amortized cost for which we apply fair value hedge accounting.
The information set out below provides information about how the Group determines fair values of
various financial assets and financial liabilities.
Management assessed that the fair values of trade and other receivables, cash and short term
deposits, stock lending and trade and other payables approximate their carrying value amounts largely
due to the short-term maturities of these instruments.
The following methods and assumptions were used to estimate the Level 2 fair values:
•The fair values of the debt securities takes the price quotations at the reporting date and
compares them against internal quantitative models that require the use of multiple market inputs
including commodities prices, interest and foreign exchange rates to generate a continuous yield
or pricing curves and volatility factors, which are used to value the position.
•The fair value of non-listed investments relates to the Group’s holding of seats and membership of
the exchanges and is based upon the latest trading price.
•The Group enters into derivative financial instruments with various counterparties, principally
financial institutions with investment grade credit ratings. Interest rate swaps, foreign exchange
forward contracts and commodity forward contracts are valued using valuation techniques, which
employ the use of market observable inputs. The most frequently applied valuation techniques
include forward pricing and swap models using present value calculations. The models
incorporate various inputs including the credit quality of counterparties, foreign exchange spot and
forward rates curves of the underlying commodity. Some derivative contracts are fully cash
collateralized, thereby eliminating both counterparty risk and the Group’s own non-performance
risk.
Level 3 fair value measurements are those derived from valuation techniques that include inputs for
the asset or liability that are not based on observable market data. Some of the Group’s derivative
financial instruments are priced using quantitative models that require the use of multiple market inputs
including commodity prices, interest and foreign exchange rates to generate continuous yield or pricing
curves and volatility factors in addition to unobservable inputs, which are used to value the position and
therefore qualify as Level 3 financial assets.
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34 Financial Instruments continued
accordance with the fair value hierarchy as at 31 December.
2025 | 2024 | ||||||||
Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | ||
$m | $m | $m | $m | $m | $m | $m | $m | ||
Financial assets – FVTPL: | |||||||||
Investments | |||||||||
Equity instruments | |||||||||
Treasury instruments | |||||||||
Fixed income securities | |||||||||
Derivative instruments | |||||||||
Amounts receivable from clients | |||||||||
Trade debtors | |||||||||
Reverse repurchase agreements | |||||||||
Stock borrowing | |||||||||
Financial assets – FVTOCI: | — | ||||||||
Investments | |||||||||
Derivative instruments | |||||||||
Financial liabilities – FVTOCI: | — | ||||||||
Derivative instruments | ( | ( | ( | ( | |||||
Financial liabilities – FVTPL: | — | ||||||||
Derivative instruments | ( | ( | ( | ( | ( | ( | |||
Other payables | ( | ( | ( | ( | |||||
Amounts payable to clients | ( | ( | ( | ( | |||||
Short securities | ( | ( | ( | ( | ( | ( | ( | ||
Debt securities | ( | ( | ( | ( | ( | ( | |||
Stock lending | ( | ( | ( | ( | |||||
Repurchase agreements | ( | ( | ( | ( | |||||
( | ( | ( | ( | ( | |||||
In addition to the financial instruments presented above, the Group also holds inventory which is measured at fair value less costs to sell. Refer to note 20 'Inventory' for further
details.
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34 Financial Instruments continued
Asset and liability transfers between Level 2 and Level 3 are primarily due to either an increase or
decrease in observable market activity related to an input or a change in the significance of the
unobservable input, with assets and liabilities classified as Level 3 if an unobservable input is deemed
significant. There were no transfers between any other levels during the year (2024: no transfers).
Reconciliation of Level 3 fair value measurements of financial assets
2025 | 2024 | ||
$m | $m | ||
Balance at 1 January | |||
Purchases | |||
Settlements | ( | ( | |
Total gains or losses in the period recognized in the income statement: | |||
Market Making revenue | |||
Transfers out of Level 3 | ( | ( | |
Transfers into Level 3 | |||
Balance at 31 December |
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Reconciliation of Level 3 fair value measurements of financial liabilities
2025 | 2024 | ||
$m | $m | ||
Balance at 1 January | |||
Purchases | |||
Settlements | ( | ( | |
Total gains or losses in the period recognized in the income statement: | |||
Market Making revenue | ( | ||
Transfers out of Level 3 | ( | ( | |
Transfers into Level 3 | |||
Balance at 31 December |
The Group’s management believes, based on the valuation approach used for the calculation of fair
values and the related controls, that the Level 3 fair values are appropriate. The impact of reasonably
possible alternative assumptions from the unobservable input parameters shows no significant impact on
the Group’s profit, comprehensive income or shareholders’ equity. The Group deems the total amount of
Level 3 financial assets and liabilities to be immaterial and therefore any sensitivities calculated on these
balances are also deemed to be immaterial. The Group defers day 1 gains/losses when the initial fair
value of a financial instrument held at fair value through profit and loss relies on unobservable inputs. At
31 December 2025, the Group held a deferred day 1 gains/losses balance of $1.2 m (2024: $5.3 m).
As a member of the London Metal Exchange (‘LME’), the Group is subject to the settlement and
margining rules of LME Clear. The majority of LME products transacted by the Group are forward
contracts. LME forwards that are in-the-money do not settle in cash until the maturity (‘prompt’) date,
while the Group is required to post margin to cover loss-making contracts daily. In accordance with the
LME Clear rules, the Group is able to utilize forward profits to satisfy daily margin requirements which are
set-off against loss-making contracts. Consequently, trade payables and amounts due from exchanges,
clearing houses and other counterparties are presented on a net basis in the statement of financial
position. The balance of trade receivables includes offsetting of LME forwards against any cash collateral
held with the LME.
The Group nets certain repurchase and reverse repurchase agreements with the same
counterparty where the conditions of offsetting are met, including the existence of master netting
agreements between the relevant subsidiary and its counterparties.
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34 Financial Instruments continued
Gross amount | Amounts set-off | Net amount presented | Non-cash collateral rec’d/ (pledged) | Cash collateral rec’d/ (pledged) | Net amount | |
2025 | $m | $m | $m | $m | $m | $m |
Financial assets | ||||||
Amounts due from exchanges, clearing houses and other counterparties | ( | |||||
Reverse repurchase agreements | ( | |||||
Derivative instruments | ( | |||||
Treasury instruments (pledged) and assets held under agreements to sell (repledged) | ||||||
Loans receivable | ||||||
Stock borrowing | ||||||
Amounts due from Prime Brokers | ||||||
Amounts receivable from clients | ||||||
Financial liabilities | ||||||
Amounts due to exchanges, clearing houses and other counterparties | ( | |||||
Repurchase agreements | ( | ( | ||||
Derivative instruments | ( | ( | ||||
Stock lending | ( | |||||
Amounts due to Prime Brokers | ( | |||||
Amounts payable to clients | ( | ( | ||||
Gross amount | Amounts set-off | Net amount presented | Non-cash collateral rec’d/ (pledged) | Cash collateral rec’d/ (pledged) | Net amount | |
2024 | $m | $m | $m | $m | $m | $m |
Financial assets | ||||||
Amounts due from exchanges, clearing houses and other counterparties | ( | |||||
Reverse repurchase agreements | ( | |||||
Derivative Instruments | ( | |||||
Treasury instruments (pledged) and assets held under agreements to sell (repledged) | ||||||
Stock borrowing | ||||||
Amounts due from Prime Brokers | ||||||
Amounts receivable from clients | ||||||
Financial liabilities | ||||||
Amounts due to exchanges, clearing houses and other counterparties | ( | |||||
Repurchase agreements | ( | ( | ||||
Derivative Instruments | ( | ( | ||||
Stock lending | ( | |||||
Amounts due to Prime Brokers | ( | |||||
Amounts payable to clients | ( |
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Financial risk management objectives
The Group’s activities expose it to a number of financial risks including credit risk, market risk and
liquidity risk.
The Group manages these risks through various control mechanisms and its approach to risk
management is both prudent and evolving.
Overall responsibility for risk management rests with the Board. Dedicated resources within the
Risk Department control and manage the exposures of the Group’s own positions, the positions of its
clients and its exposures to its counterparties, within the risk appetite set by the Board.
For the purposes of the Group’s capital management, capital comprises issued share capital, AT1
capital, share premium and other equity reserves attributable to the equity holders of the Company, as
disclosed in notes 29, 31 and 32. The Group’s objectives when managing capital are to maintain a strong
capital base, support the regulatory and operating requirements of its businesses, preserve financial
flexibility and deliver returns to shareholders.
In managing its capital structure, the Group monitors compliance with financial covenants attached
to its interest-bearing borrowings. A breach of these covenants could result in the relevant borrowings
becoming repayable on demand. There were no breaches of the financial covenants attached to the
Group’s interest-bearing loans and borrowings during the current or prior year.
A number of the Group’s material operating subsidiaries are subject to regulatory capital
requirements and restrictions. As at 31 December 2025, each such subsidiary maintained capital in
excess of its applicable minimum regulatory requirement. The regulatory capital requirements are
intended to ensure that regulated entities maintain an adequate capital base relative to the nature and
scale of their activities. Regulatory capital management forms part of the Group’s risk governance
framework, and is supported by regular monitoring and review to ensure compliance with local regulatory
requirements and internal risk appetite limits set by the Board.
The Group’s regulated subsidiaries in the United States are subject to oversight by the CFTC and
the SEC, whose rules require the maintenance of minimum net capital. Advances to affiliates, repayments
of subordinated liabilities, dividend payments, and other equity withdrawals are subject to restrictions
under applicable capital rules. In particular, regulatory approval is required before such entities may repay
or distribute amounts equal to 10 % or more of excess net capital.
As at 31 December 2025, the entities had aggregated net capital of $1,187.3 m (2024: $742.6 m),
which included subordinated funding from the Group of $395.0 m (2024: $345.0 m), and excess net capital
of $566.8 m (2024: $224.1 m). Accordingly, up to $56.7 m (2024: $22.4 m), being 10 % of excess net capital,
could be repaid or distributed without prior regulatory approval, while the remaining $510.1 m (2024:
$201.7 m) would be subject to such approval.
There were no changes in the Group's objectives, policies or processes for managing capital during
the year.
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35 Financial Risk Management
The Group’s activities expose it to financial risks primarily generated through financial (including
interest rate, equity and foreign exchange markets) and commodity market price exposures. The Group’s
Agency & Execution, Market Making and Hedging and Investment Solutions businesses generate market
risk as the Group acts as principal.
In Agency and Execution, while client transactions are typically matched, market risk may arise due
to differences in trade timing or duration.
In Market Making, Marex provides liquidity and acts as principal to transactions, with trading
portfolios exposed to market movements across the instruments in which Marex makes prices – primarily
within the metals, agriculture, energy, and financial securities markets.
Hedging and Investment Solutions activities involve market risk stemming from structured products,
hedging strategies, and investment-related positions designed to meet client risk management objectives.
The Market Risk function is responsible for identifying, measuring, monitoring, and limiting these
market risk exposures across all business segments. Through the application of risk limits, controls, and
governance frameworks, Market Risk seeks to constrain adverse changes in market prices and thereby
limit potential fluctuations in the value of Marex’s trading portfolios.
Market risk sensitivity
The Group manages market risk exposure using appropriate risk management techniques within
predefined and independently monitored parameters and limits. The Group uses a range of tools to
monitor and limit market risk exposures. These include Value-at-Risk ("VaR"), sensitivity limits and stress
testing. VaR is used for Agency & Execution and Market Making with the exception of Darton Group Ltd,
Tangent Trading, whilst stress testing is used for Hedging and Investment Solutions business.
Value at Risk
VaR is a technique that estimates the potential losses that could occur on risk positions as a result
of movements in market rates and prices over a specified time horizon and to a given level of confidence.
The VaR model used by the Group is based on the Historical Simulation technique.
The Group validates VaR by comparing to alternative risk measures, for example, scenario analysis
and exchange initial margins as well as the back testing of calculated results against actual profit and
loss. The Group recognizes the limitations of VaR by augmenting its VaR limits with other position and
sensitivity limit structures. The Group also applies a wide range of stress testing, both on individual
portfolios and on the Group’s consolidated positions.
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35 Financial Risk Management continued
Market risk management in the Agency & Execution segment
VaR, risk sensitivity limits and stress testing is used to assess market risk associated with the
Agency & Execution segment. The Agency & Execution segment includes the following eleven desks:
December 31, 2025 | December 31, 2024 | |||
Business | VaR | VaR | Additional risk metrics monitored | |
European Emerging Bonds | less than $ | Stress, GMV, DV01, CS01, Aged Inventory | ||
Equities Market Making | less than $ | less than $ | Gross long/short and single name equity delta, FX delta | |
FX Frontier | less than $ | less than $ | FX delta by currency, tenor and book | |
FX OTC | less than $ | less than $ | FX delta by currency, tenor and book | |
Interest Rate Swaps | less than $ | less than $ | PV01 by currency and tenor | |
U.S. Emerging Corporate Bond | less than $ | less than $ | Stress, GMV, DV01, CS01, Aged Inventory | |
U.S. Equity Securities Lending | less than $ | less than $ | Stress, GMV, DV01 | |
U.S. Fixed Income Corporate Bond | less than $ | less than $ | Stress, GMV, DV01, CS01, Aged Inventory | |
U.S. Fixed Income Financing Services | less than $ | less than $ | Stress, GMV, DV01 | |
Marex Fund (Formerly Volatility Performance Fund) | less than $ | less than $ | Equity delta and vega, tenor, FX delta | |
Winterflood- Equities Market Making | less than $ | Gross long/short and single name equity delta, FX delta, DV01 |
Market risk management in the Market Making segment
VaR, is used to assess market risk associated with the Market Making segment which include the
following four desks:
December 31, 2025 | December 31, 2024 | |||
Business | VaR | VaR | Additional risk metrics monitored | |
Agricultural | less than $ | less than $ | Outright Delta, Delta spreads, Vega | |
Metals | less than $ | less than $ | Outright Delta, Delta spreads, Vega | |
CSC Commodities | less than $ | less than $ | Outright Delta, Delta spreads, Vega | |
Energy Market Making | less than $ | less than $ | Outright Delta, Delta spreads, Vega, Stress |
Market risk management in the Hedging and Investment Solutions segment
Stress testing is used to assess market risk associated with the Hedging and Investment Solutions
segment. The market risk profile of the business is managed via risk sensitivities according to the
prevailing risk factors of issued products and hedges. This is monitored and controlled daily on a net risk
profile for each desk and supported by additional stress concentration and scenario-based analyses.
Sensitivity analysis measures the impact of individual market factor movements on specific instruments or
portfolios, including the key risks per asset class as follows:
•Commodity risk
•Equity risk
•Foreign exchange risk
•Interest rate risk
•Credit spread risk
•Digital asset risk
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35 Financial Risk Management continued
Risk sensitivity limits together with scenario stresses are used to manage the market risk for the
Hedging and Investment Solutions segment given the inherent complexity of its products. The products
traded within this segment gives rise to a number of different market risk exposures, commonly known as
the “greeks”, e.g. delta, gamma, vega. Within each asset class, and in aggregate across the segment, the
market risks are captured, measured, monitored and limited within the risk limits agreed with the Market
Risk function.
The net equity market risk exposure to customized OTC derivatives, which includes structured
notes issuance, within Hedging and Investment Solutions, including hedges, using the notional delta
measure for the year ending 31 December 2025 was less than $17.0 m (2024: less than $8.5 m). A
notional delta exposure of $17.0 m implies that a 1 % movement in the underlying equity markets would be
expected to result in an approximate income statement impact of $0.17 m. Risks on other asset classes
are small.
Sensitivity measures are used to monitor the market risk positions within each risk type, and
granular risk limits are set for each desk with consideration for market liquidity, customer demand and
capital constraints among other factors.
Risk sensitivity calculations are made using a dedicated Risk Engine, whose models have been
internally validated. They are calculated by altering a risk factor and repricing all products to observe the
profit and loss impact of the change. The Group issues products and enters into OTC derivatives trades
on cryptocurrencies, primarily Bitcoin, Ethereum, Solana, Ripple and their corresponding exchange-
traded funds.
The Group’s exposures to interest rate risk arise from financial assets and liabilities measured at
fair value, issued debt securities, investments, client balances and derivatives. Changes in interest rates
also have an impact on the Group’s net interest income. The overarching risk objective is to match the
risk profile of interest-bearing assets and liabilities, while maintaining risk limits and monitoring processes
for residual exposures. Interest rate risk arising from financial assets and financial liabilities measured at
fair value within our trading portfolio is managed as part of the market risk management framework. The
Group’s approach to issued debt securities, including medium-term note programs, is to convert fixed rate
coupons to floating rates of interest to match predominantly floating interest rate earning assets. This is
typically achieved using interest rate derivatives, which are designated as fair value hedge relationships in
accordance with the Group’s accounting policy. For further detail on the Group's hedging arrangements,
please refer to Note 23. The interest rate risk of investments is managed by approved risk limits, which
consider credit quality and duration.
The Group’s objective is to reduce the volatility of net interest income arising from client-driven
balances (e.g. cash deposits to meet margin requirements), which can be remunerated on a fixed or
floating (spread) basis. Interest rate exposure arises from fixed rate client interest terms, where the
corresponding assets yield a floating rate of interest at an exchange, bank account and investments. The
Group has entered into a rolling portfolio of interest rate swaps, for a portion of relevant client balances,
which are designated as fair value hedges in accordance with the Group accounting policy.
The interest rate movements are monitored for potential impact to net interest income ('NII')
continuously. The Group is sensitive to movements in short term rates, as changes to the rate will require
a rebalancing of any fixed rate exposure. The Group considers that short term rates include rates that
reference periods between overnight and 3 months on the basis that these are the most common fixing
periods for interest rate products. The interest rate exposure is managed using a variety of instruments
and is exposed to material changes in the short term rates as these are likely to reflect fixing periods
during which floating rate exposure is effectively fixed until the next fixing date is reached. Analysis of
recent changes to short term rates suggest that movements are usually within a 100 bps range; this is
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based on a review of Fed Funds rate moves between January 2023 and December 2025 and as such,
the Group has considered a movement of 100 bps to be a material scenario over a 3 -month period.
35 Financial Risk Management continued
The Group has modelled the interest rate sensitivity to include the impact of rate movements on the
income earned on average investment balances offset with expenses paid on interest bearing liabilities
and debt funding. This reflects the proportion of client assets which are interest bearing and the average
balances of our debt funding. The sensitivity analysis has been determined based on the exposure at the
reporting date and does not include effects that may arise from increased margin calls at exchanges,
changes in client behavior or related management actions.
It is estimated, that as at 31 December 2025, if the relevant short term interest rates had been
31 December 2025 would increase by $34.0 m (2024: $17.0 m). If the short-term interest rates had been
December 2025 would decrease by $34.0 m (2024: $17.0 m). This impact relates solely to NII and does
not include the impact of compensation or taxes which would reduce the impact on profit after tax.
The Group’s policy is to minimize volatility as a result of foreign currency exposure. We monitor net
exposure in foreign currencies on a daily basis and buy or sell currency to minimize the exposure. We
also enter into hedges for material future dated non-USD commitments through the use of derivative
instruments, which may be designated as cash flow hedge relationships in accordance with the Group's
accounting policy.
The maximum credit risk exposure relating to financial assets is represented by the gross carrying
value as at the balance sheet date. Credit risk in the Group principally arises from cash and cash
equivalents deposited with third party institutions, exposures from transactions and balances with
exchanges and clearing houses, and exposures resulting from transactions and balances relating to
clients and counterparties, some of which have been granted credit lines.
The Group only makes treasury deposits with banks and financial institutions that have received
approval from the Group’s Executive Risk & Credit Committee (or their authorized delegates). These
deposits are also subject to counterparty limits with respect to concentration and maturity.
The Group’s exposure to client and counterparty transactions and balances is managed through
the Group’s credit policies and, where appropriate, the use of initial and variation margin credit limits, in
conjunction with position limits for all clients and counterparties. These exposures are monitored both
intraday and overnight. The limits are set by the Group’s Executive Risk & Credit Committee (or their
authorized delegates) through a formalized process.
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35 Financial Risk Management continued
Credit quality
exposures to credit risk grades reflecting the probability of default of the counterparty. These models
incorporate borrower-specific financial metrics, behavioral data, industry risk and macroeconomic factors.
Where available, external credit ratings from recognised rating agencies are considered as part of the
credit assessment process. External ratings are mapped to the Group’s internal rating scale and are used
to support model calibration, benchmarking and validation of internal ratings. Internal credit grades are
reviewed and updated where necessary to reflect changes in credit risk.
collateral held.
FVTPL | FVTOCI | Amortized Cost | Total Financial Assets | ||||||||
AA and above | AA- | A+ | A | A- | BBB+ | Lower and unrated | Total Amortized Cost | ||||
2025 | $m | $m | $m | $m | $m | $m | $m | $m | $m | $m | $m |
Investments | |||||||||||
Treasury instruments | |||||||||||
Treasury instruments (pledged) and assets held under agreements to sell (repledged) | |||||||||||
Fixed income securities | |||||||||||
Equity instruments | |||||||||||
Derivative instruments | |||||||||||
Stock borrowing | |||||||||||
Reverse repurchase agreements | |||||||||||
Amounts due from exchanges, clearing houses and other counterparties | |||||||||||
Amounts due from Prime Brokers | |||||||||||
Amounts receivable from clients | |||||||||||
Settlement balances | |||||||||||
Trade debtors | |||||||||||
Default funds and deposits | |||||||||||
Loans receivable | |||||||||||
Other debtors | |||||||||||
Cash and cash equivalents | |||||||||||
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FVTPL | FVTOCI | Amortized Cost | Total Financial Assets | ||||||||
AA and above | AA- | A+ | A | A- | BBB+ | Lower and unrated | Total Amortized Cost | ||||
2024 | 0 | $m | $m | $m | $m | $m | $m | $m | $m | $m | $m |
Investments | |||||||||||
Treasury instruments | |||||||||||
Treasury instruments (pledged) and assets held under agreements to sell (repledged) | |||||||||||
Fixed income securities | |||||||||||
Equity instruments | |||||||||||
Derivative instruments | |||||||||||
Stock borrowing | |||||||||||
Reverse repurchase agreements | |||||||||||
Amounts due from exchanges, clearing houses and other counterparties | |||||||||||
Amounts due from Prime Brokers | |||||||||||
Amounts receivable from clients | |||||||||||
Settlement balances | |||||||||||
Trade debtors | |||||||||||
Default funds and deposits | |||||||||||
Loans receivable | |||||||||||
Other debtors | |||||||||||
Cash and cash equivalents | |||||||||||
Concentration risk
group of affiliated customers or counterparties, the Group monitors these exposures carefully and
ensures that these remain within pre-defined limits. Large exposure limits are determined in accordance
with appropriate regulatory rules.
Further concentration risk controls are in place to limit exposure to clients or counterparties within
single countries of origin and operation through specific country credit risk limits as set by the Board Risk
Committee.
The largest concentration of cash balances as at 31 December 2025 was 56 % (2024: 44 %) to a
UK-based, A+ rated global banking group (2024: UK-based, AA- rated global banking group).
The largest concentration of exposures to exchanges, clearing houses and other counterparties as
at 31 December 2025 was 30 % to the CME (2024: 26 %) and 8 % to Eurex (2024: 3 % to Eurex).
The largest concentration of exposures to treasury instruments is to the United States Government
as 100 % (2024: 86 %) of the instruments are issued by the U.S. Government or a U.S. Government
sponsored enterprise. During the year the Group elected to include only direct exposure to Treasury
instruments and Reverse Repurchase Agreements which have been pledged or repledged as collateral
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Under IFRS 9, changes in fair value related to own credit risk for other financial liabilities
designated at fair value through profit and loss are recognized in other comprehensive income. The
changes in own credit risk recognized in other comprehensive income are subsequently transferred within
equity to retained earnings in the same period as the underlying position matures or terminates. The
Group determines its own credit spread regularly based on a model using observable market inputs.
Management estimates the own credit spread through using market observable credit spreads of publicly
traded debt of the Group and composite credit spreads across the industry. As at 31 December 2025, the
cumulative own credit loss was $26.6 m (2024: $26.5 m). The estimated own credit sensitivity to a 1 basis
point move in credit spread is $0.9 m (2024: $0.3 m). Hence an increase in own credit spread of 1 basis
point will lead to a charge of $0.9 m (2024:$0.3 m) recognized in other comprehensive income.
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35 Financial Risk Management continued
(f) Liquidity risk
and collateral needs without undue cost or adverse impact on the Group’s financial standing. Liquidity risk
is assessed and managed under the Internal Capital Adequacy and Risk Assessment (ICARA) process,
as required by the UK Investment Firm Prudential Regime (IFPR) under the supervision of the Financial
Conduct Authority. The Group also has an internal Liquidity Risk Framework, which supplements and
complements the ICARA process.
The Group’s main liquidity risk exposures arise from structured products issued under the Financial
Product Program, provision of derivative hedging solutions and provision of client clearing services.
Market risks arising from structured products are hedged in derivative form and Marex is required to post
margin to its hedging counterparties. Structured products in note format also give rise to refinancing risk.
Some structured notes (e.g. autocallable notes) have early redemption features which are automatically
triggered when predetermined conditions are met. This results in a dynamic maturity profile for a portion
of the outstanding structured notes issuance. Client derivative solutions and clearing services also give
rise to short-term liquidity risk exposure as Marex is obligated to post margin to clearing houses and
hedging counterparties, which may be before receiving margin from clients.
A fundamental pillar of the ICARA is the liquid asset threshold requirement, which is sized
according to a daily dynamic liquidity stress testing process. The liquidity stress test considers a
combination of market-driven and idiosyncratic scenarios covering the Group’s liquidity risk exposures.
The effect of structured note early redemption features is monitored as part of the Group’s funding metrics
and factored into the liquidity stress test. The Group has limits and early warning indicators for its liquidity
metrics, including the headroom of liquid assets above the liquidity requirement, which are monitored
daily. In the event of a deterioration in liquidity headroom, the Group has access to $380 m (2024: $275 m)
of committed revolving credit facilities, of which $150 m is available to the Group as a whole (note 27(c)),
as well as secured borrowing arrangements and a range of liquidity recovery options as set out in the
liquidity framework.
Liquidity risk exposures
credit agreements:
Secured borrowings and committed revolving credit facilities: | 2025 | 2024 | ||
$m | $m | |||
Amount used | 27 | |||
Amount unused | 27 | |||
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35 Financial Risk Management continued
The following table details the Group’s contractual maturity for non-derivative financial liabilities.
Debt securities are presented discounted based on the first call dates. Lease liabilities are undiscounted
and contractual.
On demand | Less than 3 months | 3 to 12 months | 1 to 5 years | More than 5 years | Total | |
2025 | $m | $m | $m | $m | $m | $m |
Repurchase agreements | ||||||
Short securities | ||||||
Amounts due to exchanges, clearing houses and other counterparties1 | ||||||
Amounts due to Prime Brokers1 | ||||||
Amounts payable to clients1 | ||||||
Other creditors1 | ||||||
Stock lending | ||||||
Settlement balances1 | ||||||
Short-term borrowings | ||||||
Debt securities | ||||||
Lease liabilities | ||||||
Bank overdrafts | ||||||
On demand | Less than 3 months | 3 to 12 months | 1 to 5 years | More than 5 years | Total | |
2024 | $m | $m | $m | $m | $m | $m |
Repurchase agreements | ||||||
Short securities | ||||||
Amounts due to exchanges, clearing houses and other counterparties1 | ||||||
Amounts due to Prime Brokers1 | ||||||
Amounts payable to clients1 | ||||||
Other creditors1 | ||||||
Stock lending | ||||||
Settlement balances1 | ||||||
Short-term borrowings | ||||||
Debt securities | ||||||
Lease liabilities | ||||||
1.Amounts due to exchanges, clearing houses and other counterparties, amounts due to Prime Brokers, amounts payable to clients, settlement balances and other creditors
are aggregated on the consolidated statement of financial position in trade
and other payables and disaggregated in note 26.
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35 Financial Risk Management continued
Shown below is the Group’s contractual maturity for non-derivative financial assets:
2025 | On demand $m | Less than 3 months $m | 3 to 12 months $m | 1 to 5 years $m | More than 5 years $m | Total $m | |||||
Treasury instruments | |||||||||||
Treasury instruments (pledged) and assets held under agreements to sell (repledged) | |||||||||||
Fixed income securities | |||||||||||
Equity instruments | |||||||||||
Stock borrowing | |||||||||||
Reverse repurchase agreements | |||||||||||
Amounts due from exchanges, clearing houses and other counterparties1 | |||||||||||
Amounts due from Prime Brokers1 | |||||||||||
Amounts receivable from clients1 | |||||||||||
Settlement balances1 | |||||||||||
Trade debtors1 | |||||||||||
Default funds and deposits1 | |||||||||||
Loans receivable1 | |||||||||||
Other debtors1 | |||||||||||
Cash and cash equivalents | |||||||||||
2024 | On demand $m | Less than 3 months $m | 3 to 12 months $m | 1 to 5 years $m | More than 5 years $m | Total $m | |||||
Treasury instruments | |||||||||||
Treasury instruments (pledged) and assets held under agreements to sell (repledged) | |||||||||||
Fixed income securities | |||||||||||
Equity instruments | |||||||||||
Stock borrowing | |||||||||||
Reverse repurchase agreements | |||||||||||
Amounts due from exchanges, clearing houses and other counterparties1 | |||||||||||
Amounts due from Prime Brokers1 | |||||||||||
Amounts receivable from clients1 | |||||||||||
Settlement balances1 | |||||||||||
Trade debtors1 | |||||||||||
Default funds and deposits1 | |||||||||||
Loans receivable1 | |||||||||||
Other debtors1 | |||||||||||
Cash and cash equivalents | |||||||||||
1.Both assets and liabilities are included to understand the Group’s liquidity risk management, as the liquidity is managed on a net asset and liability basis. Amounts due from
exchanges, clearing houses and other counterparties, amounts due from Prime Brokers, amounts receivable from clients, trade debtors, default funds and deposits, loans
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35 Financial Risk Management continued
derivative financial liabilities as at 31 December 2025:
2025 | On demand | Less than 3 months | 3 to 12 months | 1 to 5 years | 5 + years | Total | |||||
Derivative instruments | $m | $m | $m | $m | $m | $m | |||||
Assets | |||||||||||
Liabilities | ( | ( | ( | ( | ( | ||||||
( | ( |
The following table details the Group’s contractual maturity for derivative financial assets and
derivative financial liabilities as at 31 December 2024:
2024 | On demand | Less than 3 months | 3 to 12 months | 1 to 5 years | 5 + years | Total | |||||
Derivative instruments | $m | $m | $m | $m | $m | $m | |||||
Assets | |||||||||||
Liabilities | ( | ( | ( | ( | ( | ||||||
( |
Certain derivative assets and liabilities do not meet the offsetting criteria in IAS 32, but the entity
has the right of offset in the case of default, insolvency or bankruptcy. Consequently, the gross amount of
derivative assets of $2,340.3 m (2024: $1,163.5 m) and the gross amount of derivative liabilities of
$2,253.8 m (2024: $751.7 m) are presented separately in the Group's statement of financial position.
(a) Parent
The Group comprises Marex Group plc and its subsidiaries. Subsidiaries refers to the entities
controlled by the Company.
(b) Key management personnel
follows:
2025 | 2024 | 2023 | |||
$m | $m | $m | |||
Aggregate wages and salaries | |||||
Short-term monetary benefits | |||||
Defined contribution pension cost | |||||
Management Incentive plan | |||||
(c) Key management personnel transactions
In May 2025, the Employee Benefit Trust acquired the beneficial interest in 351,852 shares from
key management personnel to facilitate tax withholding payments relating to the vesting of shares under
the Company's Deferred Benefit Plans and Nil Cost Warrants.
In addition to compensation arrangements disclosed above, certain members of key management
personnel acquired ordinary shares in the Company during the year through open-market transactions at
prevailing market prices. These transactions were conducted on an arm’s-length basis and were not part
of any share-based payment or incentive arrangements. Management does not consider these
transactions to be material related party transactions for the purposes of IAS 24.
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36 Related Party Transactions continued
(d) Transactions with entities having significant influence over the Group
Balances and transactions between the Company and its subsidiaries which are related parties
have been eliminated on consolidation and are not disclosed in this note.
On 20 October 2020, the Company entered into a Shareholders’ Agreement with Amphitryon
Limited, Ocean Ring Jersey Co. Limited and Ocean Trade Lux Co S.Á.R.L. (the '2020 Shareholders’
Agreement'). Pursuant to the terms of the 2020 Shareholders’ Agreement, the Group paid a management
fee of 2.5 % of EBITDA each year to a party associated with the (then) ultimate parent company for
services provided. The 2020 Shareholders’ Agreement ended once the Group became listed and for the
year ending 31 December 2024, the Group paid $2.4 m under this agreement, recorded within other
expenses. However, as the calculation is based on audited full year EBITDA, an additional payment of
$0.4 m was made during Q1 2025 representing the final adjustments to the fees owed.
Following termination of the 2020 Shareholders’ Agreement, a new Shareholder Agreement came
into effect between the Company, Amphitryon Limited, JRJ Investor 1 Limited Partnership and MASP
Investor Limited Partnership (the '2024 Shareholder Agreement'). It did not include the payment of any
management fees, but amongst other matters afforded Amphitryon Limited the right to appoint up to two
nominee directors to the Board subject to certain ownership thresholds being met. Following disposals of
shares during the year, one nominee director was required to resign from the Board in April 2025, and
although meeting the shareholding threshold to retain one nominee director, the remaining nominee
director also resigned, in May 2025 Amphitryon Limited no longer has representation on the Board and
has since irrevocably waived its nomination rights under the 2024 Shareholder Agreement.
Amphitryon Limited and its holding or controlling entities are no longer considered related parties
as their ownership fell below 10 % in May 2025 and they no longer have Board representation.
With the exception of the above, there were no other transactions during the period or assets and
liabilities outstanding as at 31 December 2025 (2024: $nil) with other related parties.
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Right-of-use asset | |||
2025 | 2024 | ||
$m | $m | ||
As at 1 January | |||
Additions during the year | |||
Incentive of right-of-use asset | ( | ||
Adjustment to initial recognition of right of use asset | |||
Depreciation charged to income statement | ( | ( | |
Impairment of right of use asset | ( | ( | |
As at 31 December | |||
Lease liability | |||
2025 | 2024 | ||
$m | $m | ||
As at 1 January | |||
Additions during the year | |||
Interest expense charged to income statement | |||
Payment of lease liabilities | ( | ( | |
Foreign exchange revaluation | ( | ||
Lease incentive | |||
As at 31 December | |||
Lease liability | |||
2025 | 2024 | ||
$m | $m | ||
Current liability | |||
Non-current liability | |||
As at 31 December | |||
Right-of-use assets relate to leasehold buildings. Other operating lease expenses, including service
charges, utilities, property insurance and maintenance, amounted to $13.3 m (2024: $10.7 m). Operating
lease expenses for short-term leases amounted to $2.6 m (2024: $1.5 m).
In 2025, the Group added the 2nd floor to the lease at 155 Bishopsgate, London. The overall
liability for Bishopsgate, London is $42.4 m (2024: $36.6 m). In 2025 the Group did not recognize an
impairment on the leases (2024: $0.7 m). In the prior year, impairment losses were recognized over 190
South LaSalle, Chicago ($0.3 m), Clark Plaza, New Jersey ($0.1 m), Patterson Avenue, Virginia ($0.1 m),
and 150 Martingale, Chicago ($0.1 m).
The weighted average incremental borrowing rate applied to lease liabilities recognized in the
statement of financial position as at 31 December 2025 is 6.60 % (2024: 6.45 %).
The Group has the following leases that have the option of extension at the end of the lease term:
•Asia Square Towers, Singapore – three years ;
•ICBC Tower, Hong Kong – three years ;
•45th Street, New York – five years ;
•88 Philip Street, Sydney - three years
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37 Leases continued
The contractual maturities of lease liabilities as at 31 December are as follows:
Lease liability | |||
2025 | 2024 | ||
$m | $m | ||
1 year | |||
1 to 5 years | |||
More than 5 years | |||
Less: future interest expense | ( | ( | |
From time to time, the Group’s subsidiaries are engaged in litigation in relation to a variety of
matters. In addition, the Group is required to provide information to regulators and other government
agencies as part of informal and formal enquiries or market reviews.
The Group's reputation may also be damaged by any involvement or the involvement of any of its
employees or former employees in any regulatory investigation and by any allegations or findings, even
where the associated fine or penalty is not material.
As outlined above, in respect of legal matters or disputes for which a provision has not been made,
notwithstanding the uncertainties that are inherent in the outcome of such matters, there are no individual
matters which are considered to pose a significant risk of material adverse financial impact on the Group's
results or net assets.
(a) Interim dividend
The Group approved the payment of a dividend of $0.15 per share to be paid on 31 March 2026 to
the shareholders on record at the close of business on 16 March 2026.
(b) Acquisition of Valcourt SA
On 22 October 2025, the Group announced that it had agreed terms to acquire Valcourt SA to
enhance the Group's fixed income business. The acquisition will bring a substantial distribution offering
which is consistent with the Group's strategy to add new clients and new capabilities to its platform to
diversify earnings. The acquisition is subject to regulatory approval and is expected to complete early in
the second quarter of 2026; accordingly, the related financial effect cannot currently be reliably estimated.
(c) Acquisition of Webb Traders
On 6 February 2026, the Group announced that it had agreed terms to acquire Webb Traders to
enhance the Group's Market Making business. The acquisition is expected to further enhance Marex’s
established Equity Linked Structured Products platform allowing the Group to internalize hedging,
enhance profit margins and provide better pricing for clients. The acquisition is subject to regulatory
approval and is expected to complete early in the second quarter of 2026, with the related financial effect
dependent on completion of the approval process.
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Table of Contents
(a) Condensed Income Statements for the year ended 31 December
2025 | 2024 | 2023 | |||
$m | $m | $m | |||
Interest income | |||||
Interest expense | ( | ( | ( | ||
Net interest income | |||||
Dividend income | |||||
Expenses: | |||||
Impairment of investments in subsidiaries | ( | ( | ( | ||
Other income | |||||
Other expenses | ( | ( | ( | ||
Profit/(loss) before tax | ( | ||||
Tax | ( | ( | ( | ||
Profit/(loss) after tax | ( | ||||
Other comprehensive profit/(loss) | ( | ( | |||
Total comprehensive income/(loss) | ( |
311
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40 Condensed Financial Information of Parent Company
(continued)
(b) Condensed Statement of Financial Position as at 31 December
2025 | 2024 | ||||
$m | $m | ||||
Assets | |||||
Non-current assets | |||||
Investments | |||||
Investments in subsidiaries | |||||
Deferred tax | |||||
Subordinated loans due from group undertakings | |||||
Total non-current assets | |||||
Current assets | |||||
Trade and other receivables | |||||
Derivative instruments | |||||
Cash and cash equivalents | |||||
Total current assets | |||||
Total assets | |||||
Liabilities | |||||
Current liabilities | |||||
Trade and other payables | |||||
Derivative instruments | |||||
Corporation tax | |||||
Debt securities | |||||
Total current liabilities | |||||
Non-current liabilities | |||||
Debt securities | |||||
Total non-current liabilities | |||||
Total liabilities | |||||
Total net assets | |||||
Equity | |||||
Share capital | |||||
Share premium | |||||
Retained earnings | |||||
Own shares | ( | ( | |||
Other reserves | ( | ( | |||
Total equity attributable to the ordinary shareholders of the Company | |||||
Additional Tier 1 capital (AT1) | |||||
Total equity |
312
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40 Condensed Financial Information of Parent Company
(continued)
2025 | 2024 | 2023 | ||||
$m | $m | $m | ||||
Profit / (loss) before tax | ( | |||||
Adjustments for non-cash items: | ||||||
Impairment of investments in subsidiaries | ||||||
Bargain purchase gain on acquisitions | ( | |||||
Share-based compensation expense | ||||||
Other non-cash movements including exchange rate movements | ( | ( | ||||
Changes in operating assets and liabilities | ||||||
Increase in trade and other receivables | ( | ( | ( | |||
Increase /(decrease) in trade and other payables | ( | |||||
Net (increase) / decrease in derivative instruments | ( | ( | ||||
Increase in equity instruments | ( | ( | ( | |||
Increase in debt securities | ||||||
Corporation tax paid | ( | ( | ||||
Net cash (used in) / from operating activities | ( | ( | ||||
Investing activities | ||||||
(Increase)/decrease in subordinated loan receivable | ( | |||||
Net cash from / (used in) investing activities | ( | |||||
Financing activities | ||||||
Proceeds from issuance of ordinary shares | ||||||
Issuance costs of ordinary shares | ( | |||||
Purchase of own shares | ( | ( | ( | |||
Dividends paid | ( | ( | ( | |||
Net cash used in financing activities | ( | ( | ( | |||
Net (decrease) / increase in cash and cash equivalents | ( | |||||
Cash and cash equivalents | ||||||
Cash at banks and on hand and short-term deposits at 1 January | ||||||
(Decrease) / increase in cash | ( | |||||
Cash and cash equivalents at 31 December |
313
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40 Condensed Financial Information of Parent Company
(continued)
(d) Notes
In the Parent Company only financial statements, the Company’s investments in subsidiaries are
recorded at historic cost less accumulated impairment, in accordance with IAS 27, “Separate Financial
Statements”. in which the impairment test performed on the assessment of investments in subsidiaries is
performed in accordance with IAS 36, “Impairment of Assets”
The Parent Company received dividends from subsidiaries of $65.0 m during 2025 (2024: $34.5 m,
2023: $114.7 m).
FAQ
What does Marex Group plc (MRX) disclose in its latest Form 20-F?
Marex Group plc’s Form 20‑F outlines its business under IFRS, lists 72,937,470 ordinary shares outstanding, and details extensive risk factors. These cover commodity market dependence, regulatory exposure, cybersecurity, client defaults, acquisitions, and climate-related impacts on its global commodities-focused operations.
How many Marex Group plc ordinary shares are outstanding according to the filing?
The filing states that Marex Group plc has 72,937,470 ordinary shares outstanding at the period end. These ordinary shares have a par value of $0.001551 and are listed on the NASDAQ Global Select Market under the trading symbol MRX, subject to U.S. listing rules.
Which accounting standards does Marex Group plc (MRX) use in its Form 20-F?
Marex Group plc prepares its consolidated financial statements under IFRS Accounting Standards as issued by the IASB. The company reports in U.S. dollars and explicitly notes that it does not provide a reconciliation from IFRS to U.S. GAAP in this annual report.
What are the main market and macroeconomic risks highlighted by Marex Group plc?
Marex highlights risks from subdued commodity activity, lower volatility, and price declines that reduce commissions and spreads. It also cites geopolitical events, wars, sanctions, interest rate movements, exchange rate shifts, and climate-related weather disruptions as key threats to trading volumes and revenue.
How is Marex Group plc exposed to regulatory and compliance risk?
Marex is supervised by numerous regulators, including the FCA, SEC, CFTC, FINRA, AMF, ASIC, MAS and others worldwide. The company warns that past and potential non-compliance, evolving AML and sanctions rules, and cryptocurrency regulation could lead to fines, restrictions, higher costs, and reputational damage.
What cybersecurity and technology risks does Marex Group plc report?
Marex depends heavily on third‑party and internal IT systems to trade, clear, and store confidential data, and reports phishing, social engineering, and a major vendor cyber incident. It warns that system failures, ransomware, AI-related vulnerabilities, or data breaches could disrupt trading and trigger regulatory or legal exposure.
How is Marex Group plc involved with cryptocurrencies according to the Form 20-F?
Marex offers structured notes, OTC derivatives, exchange-traded derivatives, and certain ETFs linked to cryptocurrencies, and may accept crypto as collateral. It notes high price volatility, operational and settlement risks, and evolving global regulation that could restrict products or require new permissions and compliance investments.
Marex Group plc
NASDAQ:MRX
MRX Rankings
MRX Latest News
Mar 25, 2026
Marex Group plc files its Annual Report on Form 20-F
MRX Latest SEC Filings
Mar 31, 2026
[424B2] Marex Group plc Prospectus Supplement
Mar 30, 2026
[424B2] Marex Group plc Prospectus Supplement