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 December 31, 2025
☐	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

MAREX GROUP PLC

(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)

155 Bishopsgate

London EC2M 3TQ

United Kingdom

140 East 45th Street, 10th Floor

New York, New York 10017

(212) 618-2800

(Address of principal executive offices)

Rob Irvin

Chief Financial Officer

Telephone: (212) 618-2800

Email: investors@marex.com

155 Bishopsgate

London EC2M 3TQ

United Kingdom

+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
Ordinary shares, par value $ 0.001551	MRX	NASDAQ Global Select

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.

Yes ☒    No☐

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.

Yes ☒    No ☐

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).

Yes ☒    No ☐

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.

Large accelerated filer	☒	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 ☐ International Financial Reporting Standards as issued by the International 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 ☒

i

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

ii

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.

22

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.

23

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;

24

•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.

26

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

34

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,

35

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

39

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.

45

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

46

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

48

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.

49

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.

87

	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%).

89

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.

90

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.

91

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.

92

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,

94

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.

96

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.

105

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

106

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.

131

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".

132

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.

134

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.

135

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.

136

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.

138

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:

139

		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).

140

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

142

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;

155

•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

165

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

166

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.

168

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

170

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.

173

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:

174

	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.

175

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 exposu