エドガーで原本を確認する
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR SECTION 12(g) OF THE SECURITIES
EXCHANGE ACT OF 1934
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OR | |
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the fiscal year ended | |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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|
OR | |
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
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|
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
||
☒ |
Non-accelerated filer |
☐ |
||
Accelerated filer |
☐ |
Emerging growth company |
U.S. GAAP |
☐ |
Accounting Standards Board
|
☒ |
Other |
☐ |
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 |
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 |
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 |
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 |
$2.31 |
Adjusted Sharpe ratio .....................................................................
|
6.3 |
5.2 |
4.3 |
Years Ended December 31, |
|||
2025 |
2024 |
2023 |
|
($ 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% |
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 |
$4.5 |
Adjusted Sharpe ratio ..................................................................
|
6.3 |
5.2 |
4.3 |
Year Ended December 31, |
|||
2025 |
2024 |
2023 |
|
FTE ....................................................................................................
|
3,282 |
2,425 |
2,167 |
Average FTE ....................................................................................
|
2,786 |
2,334 |
1,914 |
Average front-office FTE ................................................................
|
1,405 |
1,250 |
1,028 |
Revenue per front-office FTE ($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 |
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) |
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 |
— |
— |
— |
— |
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 |
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 |
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. |
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. |
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.
|
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.
|
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
|
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 |
g Fixed Remuneration
| ||
g Annual Bonus
| ||
g LTIP
| ||
g Fixed Remuneration
| ||
g Annual Bonus
| ||
g LTIP
| ||
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 |
||
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 |
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 |
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 |
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 |
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
|
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).
|
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 |
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 |
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.
|
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 |
— |
— |
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 |
|
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 |
- |
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% |
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% |
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 |
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 |
$159,943 |
Current Year |
2024 |
|
Employee remuneration (USD m) |
1,234.2 |
971.1 |
Distributions to shareholders (USD m) |
55.5 |
77.1 |
Executive Director |
Base salary at 1st Jan 2025 ($)
|
Base salary at 1st Jan 2026 ($)
|
% change |
Ian Lowitt |
$1,317,000 |
$1,317,000 |
—% |
Rob Irvin |
$658,000 |
$698,000 |
6% |
Element |
Weighting |
|
Financial Measures |
75% |
|
Adjusted Operating PBT |
37.5% |
|
EPS |
37.5% |
|
Strategic Measures |
25% |
|
Total |
100% |
Financial measure |
Weighting |
Threshold (50% of max) |
Straight Line Apportionment |
Maximum (100% of max) |
Growth in Adjusted
Operating Profit Before Tax
|
50% |
average of 5% pa over the
Performance Period
|
more than 5% and less than
10% over the Performance
Period
|
average of 10% pa over
the Performance Period
|
Growth in Adjusted EPS |
50% |
average of 5% pa over the
Performance Period
|
more than 5% and less than 8%
over the Performance Period
|
average of 8% pa over the
Performance Period
|
Non-Executive Director |
Base Fee1 at 1st June 2025 ($)
|
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 |
—% |
Member |
Attendance1
|
Linda Myers |
4/4 |
Robert Pickering |
4/4 |
Sarah Ing |
4/4 |
Roger Nagioff |
0/1 |
Henry Richards |
1/1 |
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 |
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 |
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 |
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
|
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
|
2025 |
2024 |
|
$m |
$m |
|
Audit Fees ...............................................................................................................................
|
14.5 |
10.9 |
Audit Related Fees ................................................................................................................
|
1.1 |
2.1 |
All Other Fees ........................................................................................................................
|
0.0 |
0.0 |
Total ........................................................................................................................................
|
15.6 |
13.0 |
Incorporation by Reference |
||||||
Exhibit
No.
|
Description |
Form |
File No. |
Exhibit
No.
|
Filing Date |
Filed /
Furnished
|
F-1 |
333-278231 |
3.1 |
April 26, 2024 |
|||
* |
||||||
20-F |
001-42020 |
2.2 |
March 21,
2025
|
|||
20-F |
001-42020 |
2.3 |
March 21,
2025
|
|||
F-1 |
333-282656 |
4.1 |
October 22,
2024
|
|||
F-1 |
333-282656 |
4.2 |
October 22,
2024
|
|||
6-K |
001-42020 |
4.2 |
November 4,
2024
|
|||
6-K |
001-42020 |
4.2 |
May 8, 2025 |
|||
F-3 |
333-286884 |
4.4 |
May 1, 2025 |
|||
F-3 |
333-286884 |
4.5 |
May 1, 2025 |
|||
F-3 |
333-289203 |
4.1 |
August 4,
2025
|
|||
F-3 |
333-289203 |
4.2 |
August 4,
2025
|
|||
F-1 |
333-278231 |
10.3 |
April 15, 2024 |
|||
F-1 |
333-278231 |
10.4 |
April 15, 2024 |
|||
F-1 |
333-278231 |
10.5 |
April 15, 2024 |
|||
F-1 |
333-278231 |
10.6 |
April 15, 2024 |
|||
F-1 |
333-278231 |
10.7 |
April 15, 2024 |
|||
S-8 |
333-278953 |
99.5 |
April 26, 2024 |
|||
F-1 |
333-278231 |
10.10 |
April 15, 2024 |
|||
F-1 |
333-278231 |
10.11 |
April 15, 2024 |
|||
S-8 |
333-278953 |
99.6 |
April 26, 2024 |
|||
* |
||||||
20-F |
001-42020 |
11.1 |
March 21,
2025
|
|||
* |
||||||
* |
||||||
** |
||||||
** |
||||||
* |
||||||
* |
||||||
101.INS |
Inline XBRL Instance Document – the
instance document appear in the
Interactive Data File because its XBRL
tags are embedded within the Inline
XBRL document.
|
* |
||||
101.SCH |
Inline XBRL Taxonomy Extension
Schema Document.
|
* |
||||
101.CAL |
Inline XBRL Taxonomy Extension
Calculation Linkbase Document.
|
* |
||||
101.DEF |
Inline XBRL Taxonomy Definition
Linkbase Document.
|
* |
||||
101.LAB |
Inline XBRL Taxonomy Extension
Label Linkbase Document.
|
* |
||||
101.PRE |
Inline XBRL Taxonomy Extension
Presentation Linkbase Document
|
* |
||||
104 |
Cover Page Interactive Data File
(formatted as Inline XBRL and
|
* |
MAREX GROUP PLC |
||
Date: March 25, 2026
|
By: |
/s/ Ian Lowitt |
Name: |
Ian Lowitt |
|
Title: |
Chief Executive Officer |
|
Date: March 25, 2026
|
By: |
/s/ Rob Irvin |
Name: |
Rob Irvin |
|
Title: |
Chief Financial Officer |
|
Date: March 25, 2026
|
By: |
/s/ Ian Lowitt |
Chief Executive Officer |
||
(Principal Executive Officer) |
Date: March 25, 2026
|
By: |
/s/ Rob Irvin |
Chief Financial Officer |
||
(Principal Financial Officer) |
Date: March 25, 2026
|
By: |
/s/ Ian Lowitt |
Chief Executive Officer |
||
(Principal Executive Officer) |
Date: March 25, 2026
|
By: |
/s/ Rob Irvin |
President and Chief Financial Officer |
||
(Principal Financial Officer) |
Financial Statements |
|
2025 |
2024 |
2023 |
||
Notes |
$m |
$m |
$m |
|
Commission and fee income |
||||
Commission and fee expense |
( |
( |
( |
|
Net commission income |
5 |
|||
Net trading income |
5 |
|||
Interest income |
6 |
|||
Interest expense |
6 |
( |
( |
( |
Net interest income |
6 |
|||
Net physical commodities income |
5 |
|||
Revenue |
5 |
|||
Expenses |
||||
Compensation and benefits |
7 |
( |
( |
( |
Depreciation and amortisation |
15, 16, 37
|
( |
( |
( |
Other expenses |
8 |
( |
( |
( |
Total expenses |
( |
( |
( |
|
Impairment of goodwill |
13 |
( |
||
Net recovery of/(provision) for credit losses |
( |
|||
Bargain purchase gain on acquisitions |
12 |
|||
Other income |
||||
Share of results in associates and joint ventures |
||||
Profit before tax from continuing operations |
||||
Tax |
10 |
( |
( |
( |
Profit after tax from continuing operations |
||||
Loss after tax from discontinued operations |
14 |
( |
||
Profit after tax |
||||
Attributable to: |
||||
Ordinary shareholders of the Group |
||||
Non-controlling interest |
12(c) |
|||
Other equity holders1
|
||||
Earnings per share2
|
||||
Basic (dollars per share) |
9 |
|||
Diluted (dollars per share) |
9 |
2025 |
2024 |
2023 |
||
Notes |
$m |
$m |
$m |
|
Profit after tax |
||||
Other comprehensive income |
||||
Items that may be reclassified subsequently to
profit and loss:
|
||||
Cash flow hedges |
||||
Fair value gain/(loss) arising on hedging instruments
during the year
|
( |
|||
Deferred tax (charge)/credit on hedging instruments |
10 |
( |
( |
|
Currency translation adjustments |
( |
|||
Items that will not be recycled to profit or loss: |
||||
Change in fair value of financial liabilities designated
at FVTPL due to own credit risk
|
( |
( |
||
Deferred tax credit on change in fair value of financial
liabilities designated at FVTPL due to own credit risk
|
10 |
|||
Fair value (loss)/gain on investments in equity
instruments designated at FVTOCI
|
17 |
( |
||
Deferred tax credit/(charge) on revaluation of
investments
|
10 |
( |
( |
|
Other comprehensive income/(loss), net of tax |
( |
( |
||
Total comprehensive income |
||||
Attributable to: |
||||
Ordinary shareholders of the Group |
||||
Non-controlling interest |
||||
Other equity holders1
|
31 December |
31 December |
||
2025 |
2024 |
||
Notes |
$m |
$m |
|
Assets |
|||
Non-current assets |
|||
Goodwill |
13 |
||
Intangible assets |
15 |
||
Property, plant and equipment |
16 |
||
Right of use asset |
37 |
||
Investments |
17 |
||
Trade and other receivables |
25 |
||
Derivative instruments |
23 |
||
Deferred tax |
10 |
||
Treasury instruments (unpledged) |
18 |
||
Treasury instruments (pledged as collateral) |
18 |
||
Total non-current assets |
|||
Current assets |
|||
Corporate income tax receivable |
|||
Trade and other receivables |
25 |
||
Inventory |
20 |
||
Equity instruments (unpledged) |
19 |
||
Equity instruments (pledged as collateral) |
19 |
||
Derivative instruments |
23 |
||
Stock borrowing |
34 |
||
Treasury instruments (unpledged) |
18 |
||
Treasury instruments (pledged) and assets held under
agreements to sell (repledged)
|
18 |
||
Fixed income securities (unpledged) |
21 |
||
Fixed income securities (pledged as collateral) |
21 |
||
Reverse repurchase agreements |
24 |
||
Cash and cash equivalents |
|||
Assets classified as held for sale |
14 |
||
Total current assets |
|||
Total assets |
31 December |
31 December |
||
2025 |
2024 |
||
Notes |
$m |
$m |
|
Liabilities |
|||
Current liabilities |
|||
Repurchase agreements |
24 |
||
Trade and other payables |
26 |
||
Stock lending |
34 |
||
Short securities |
34 |
||
Short term borrowings |
27 |
||
Lease liability |
37 |
||
Derivative instruments |
23 |
||
Corporate tax |
|||
Debt securities |
22 |
||
Provisions |
|||
Liabilities related to assets classified as held for sale |
14 |
||
Total current liabilities |
|||
Non-current liabilities |
|||
Lease liability |
37 |
||
Derivative instruments |
23 |
||
Debt securities |
22 |
||
Deferred tax liability |
10 |
||
Total non-current liabilities |
|||
Total liabilities |
|||
Total net assets |
|||
Equity |
|||
Share capital |
29 |
||
Share premium |
29 |
||
Retained earnings |
|||
Own shares |
30 |
( |
( |
Other reserves |
( |
||
Total equity attributable to the ordinary
shareholders of the Group
|
|||
Non-controlling interest |
( |
||
Additional Tier 1 capital (AT1) |
31 |
||
Total equity |
Share
capital
|
Share
premium
|
Retained
earnings
|
Own
Shares
|
Other
reserves
|
Equity
attributable
to the
ordinary
shareholders
of the Group
|
Non-
controlling
interest
|
Additional
Tier 1
capital
(AT1)
|
Total Equity |
||
Group |
Notes |
$m |
$m |
$m |
$m |
$m |
$m |
$m |
$m |
|
At 1 January 2023 |
( |
( |
||||||||
Profit after tax for the
period
|
— |
— |
— |
— |
— |
|||||
Gain on cash flow
hedge
|
— |
— |
— |
— |
— |
|||||
Deferred tax on cash
flow hedge reserve
|
— |
— |
— |
— |
( |
( |
— |
— |
( |
|
Change in fair value
of financial liabilities
designated at FVTPL
due to own credit risk
|
— |
— |
— |
— |
( |
( |
— |
— |
( |
|
Deferred tax on
change in fair value of
financial liabilities
designated at FVTPL
due to own credit risk
|
— |
— |
— |
— |
— |
— |
||||
Deferred tax on
revaluation of
investments
|
— |
— |
— |
— |
( |
( |
— |
— |
( |
|
Currency translation
adjustments
|
— |
— |
— |
— |
— |
— |
||||
Total comprehensive
income for the period
|
— |
— |
— |
( |
— |
|||||
AT1 dividends paid |
31 |
— |
— |
— |
— |
— |
— |
— |
( |
( |
Ordinary dividends
paid
|
11 |
— |
— |
( |
— |
— |
( |
— |
— |
( |
Repurchase of own
shares
|
— |
— |
— |
( |
— |
( |
— |
— |
( |
|
Share-based
payments
|
— |
— |
— |
— |
— |
— |
||||
Deferred tax on
share-based
payments
|
— |
— |
— |
— |
— |
— |
||||
Share settlement
(share-based
payments)
|
— |
— |
( |
— |
— |
— |
||||
Other movements |
— |
— |
( |
— |
— |
( |
— |
— |
( |
|
At 31 December 2023
and 1 January 2024
|
( |
( |
||||||||
Profit after tax for the
period
|
— |
— |
— |
— |
— |
Fair value loss on
hedging instruments
|
— |
— |
— |
— |
( |
( |
— |
— |
( |
|
Deferred tax on
hedging instruments
|
— |
— |
— |
— |
— |
— |
||||
Change in fair value of
financial liabilities
designated at FVTPL
due to own credit risk
|
— |
— |
— |
— |
( |
( |
— |
— |
( |
|
Deferred tax on
change in fair value of
financial liabilities
designated at FVTPL
due to own credit risk
|
— |
— |
— |
— |
— |
— |
||||
Gain on revaluation of
investments
|
— |
— |
— |
— |
— |
— |
||||
Deferred tax on
revaluation of
investments
|
— |
— |
— |
— |
( |
( |
— |
— |
( |
|
Currency translation
adjustments
|
— |
— |
— |
— |
( |
( |
— |
— |
( |
|
Total comprehensive
income for the period
|
— |
— |
— |
( |
— |
|||||
AT1 dividends paid |
31 |
— |
— |
— |
— |
— |
— |
— |
( |
( |
Ordinary dividends
paid
|
11 |
— |
— |
( |
— |
— |
( |
— |
— |
( |
Share premium |
— |
— |
— |
— |
— |
— |
||||
Repurchase of own
shares
|
— |
— |
— |
( |
— |
( |
— |
— |
( |
|
Fair value of the cash
settlement option on
the growth shares
|
— |
— |
— |
— |
— |
— |
||||
Share-based
payments
|
— |
— |
— |
— |
— |
— |
||||
Deferred tax on share
based payments
|
— |
— |
— |
— |
— |
— |
||||
Current tax on share
based payments
|
— |
— |
— |
— |
— |
— |
||||
Share settlement of
share-based awards
|
— |
— |
( |
— |
— |
— |
||||
Other movements |
— |
— |
— |
( |
— |
— |
||||
At 31 December 2024
and 1 January 2025
|
( |
( |
||||||||
Profit after tax for the
period
|
— |
— |
— |
— |
||||||
Fair value gain on
hedging instruments
|
— |
— |
— |
— |
— |
— |
||||
Deferred tax on
hedging instruments
|
— |
— |
— |
— |
( |
( |
— |
— |
( |
Change in fair value
of financial liabilities
designated at FVTPL
due to own credit risk
|
— |
— |
— |
— |
— |
— |
||||
Deferred tax on
change in fair value of
financial liabilities
designated at FVTPL
due to own credit risk
|
— |
— |
— |
— |
— |
— |
||||
Loss on revaluation of
investments
|
— |
— |
— |
— |
( |
( |
— |
— |
( |
|
Deferred tax on
revaluation of
investments
|
— |
— |
— |
— |
— |
— |
||||
Currency translation
adjustments
|
— |
— |
— |
— |
— |
— |
||||
Total comprehensive
income for the period
|
— |
— |
— |
|||||||
AT1 dividends paid |
31 |
— |
— |
— |
— |
— |
— |
— |
( |
( |
Ordinary dividends
paid
|
11 |
— |
— |
( |
— |
— |
( |
— |
— |
( |
Share premium |
— |
— |
( |
— |
— |
— |
||||
Share-based
payments
|
— |
— |
— |
— |
— |
— |
||||
Deferred tax on share
based payments
|
— |
— |
— |
— |
( |
( |
— |
— |
( |
|
Current tax on share
based payments
|
— |
— |
— |
— |
— |
— |
||||
Acquisition of own
shares
|
— |
— |
— |
( |
— |
( |
— |
— |
( |
|
Share settlement of
share-based awards
|
— |
— |
( |
— |
— |
— |
||||
Transactions with
minority interest
holders
|
— |
— |
( |
— |
— |
( |
( |
— |
( |
|
At 31 December
2025
|
( |
( |
2025 |
2024 |
2023 |
||
Notes |
$m |
$m |
$m |
|
Reconciliation of profit before tax to net cash
flows from operating activities
|
||||
Profit before tax from continuing operations |
||||
Adjustments for non-cash items |
||||
Depreciation, amortization & impairment of property,
plant & equipment, right-of-use asset and intangibles
|
15, 16, 37
|
|||
Bargain purchase gain on acquisitions |
12 |
( |
( |
|
Impairment of goodwill |
||||
Net (recovery)/provision for credit losses |
( |
( |
||
Share-based compensation expense |
7 |
|||
Share of results in associates and joint ventures |
( |
|||
Other non-cash movements including exchange rate
movements
|
12, 13,
16, 37
|
( |
( |
|
Changes in operating assets and liabilities |
||||
(Increase)/decrease in trade and other receivables |
( |
( |
||
Increase/(decrease) in trade and other payables |
( |
|||
(Increase)/decrease in fixed income securities |
21 |
( |
( |
|
(Increase) in treasury instruments |
18 |
( |
( |
( |
(Decrease)/Increase in net stock borrowing and
lending
|
34 |
( |
||
(Increase) in equity instruments |
19 |
( |
( |
( |
Increase/ (decrease) in net repurchase and reverse
repurchase agreements
|
24 |
( |
( |
|
Net decrease/(increase) in derivative instruments |
23 |
( |
( |
|
Net increase in debt securities1
|
22 |
|||
Net increase/(repayment) of borrowings |
27 |
( |
||
(Increase)/decrease in inventory |
20 |
( |
( |
|
Corporation tax paid |
( |
( |
( |
|
Net cash inflow from operating activities |
2025 |
2024 |
2023 |
||
Notes |
$m |
$m |
$m |
|
Investing activities |
||||
Redemption of investment in associate |
||||
Acquisition of businesses, net of cash acquired |
12 |
( |
( |
( |
Payment of contingent consideration |
( |
|||
Purchase of investments |
17 |
( |
( |
|
Proceeds from sale of investments |
17 |
|||
Purchase of intangible assets |
15 |
( |
( |
( |
Purchase of property, plant and equipment |
16 |
( |
( |
( |
Net cash used in investing activities |
( |
( |
( |
|
Financing activities |
||||
Proceeds from issuance of ordinary shares |
29 |
|||
Issuance costs of ordinary shares |
29 |
( |
||
Repayment of debt securities |
22 |
( |
||
Purchase of own shares |
30 |
( |
( |
( |
Dividends paid |
11, 31
|
( |
( |
( |
Lease incentive received |
||||
Payment of lease liabilities |
37 |
( |
( |
( |
Net cash used in financing activities |
( |
( |
( |
|
Net increase in cash and cash equivalents including
cash within assets held for sale
|
||||
Less: Net increase in cash within assets held for sale |
14 |
( |
||
Net increase in cash and cash equivalents |
||||
Cash and cash equivalents |
||||
Cash and cash equivalents at 1 January |
||||
Increase in cash |
||||
Effect of foreign exchange rate changes |
( |
|||
Cash and cash equivalents at 31 December 1
|
Clearing2
|
Agency and
Execution3
|
Market
Making4
|
Hedging and
Investment
Solutions5
|
Corporate6
|
Total |
||||||
$m |
$m |
$m |
$m |
$m |
$m |
||||||
Commission and fee income |
|||||||||||
Commission and fee expense |
( |
( |
( |
( |
|||||||
Net commission income/(expense) |
|||||||||||
Net trading income |
|||||||||||
Interest income / (expense) |
( |
||||||||||
Inter-segmental funding allocations1
|
( |
( |
( |
( |
|||||||
Net interest income/(expense) |
( |
( |
|||||||||
Net physical commodities income |
|||||||||||
Revenue |
|||||||||||
Adjusted profit/(loss) before tax |
( |
||||||||||
Other segment information |
|||||||||||
Depreciation and amortisation |
( |
( |
( |
( |
( |
( |
|||||
Compensation and benefits |
( |
( |
( |
( |
( |
( |
Clearing |
Agency and
Execution
|
Market
Making
|
Hedging and
Investment
Solutions
|
Corporate |
Total |
||||||
$m |
$m |
$m |
$m |
$m |
$m |
||||||
Commission and fee income |
|||||||||||
Commission and fee expense |
( |
( |
( |
( |
|||||||
Net commission income/(expense) |
— |
( |
— |
— |
— |
||||||
Net trading income |
|||||||||||
Interest income / (expense) |
( |
||||||||||
Inter-segmental funding allocations1
|
( |
( |
( |
( |
|||||||
Net interest income/(expense) |
( |
( |
|||||||||
Net physical commodities income |
|||||||||||
Revenue |
|||||||||||
Adjusted profit/(loss) before tax |
( |
||||||||||
Other segment information |
|||||||||||
Depreciation and amortisation |
( |
( |
( |
( |
( |
( |
|||||
Compensation and benefits |
( |
( |
( |
( |
( |
( |
Clearing |
Agency and
Execution
|
Market
Making
|
Hedging and
Investment
Solutions
|
Corporate |
Total |
||||||
$m |
$m |
$m |
$m |
$m |
$m |
||||||
Commission and fee income |
|||||||||||
Commission and fee expense |
( |
( |
( |
( |
|||||||
Net commission income/(expense) |
( |
||||||||||
Net trading income |
( |
||||||||||
Interest income / (expense) |
( |
( |
|||||||||
Intersegmental funding allocations1
|
( |
( |
( |
( |
|||||||
Net interest income / (expense) |
( |
( |
|||||||||
Net physical commodities income |
|||||||||||
Revenue |
— |
— |
— |
— |
|||||||
Adjusted profit/(loss) before tax |
( |
||||||||||
Other segment information |
|||||||||||
Depreciation and amortisation |
( |
( |
( |
( |
( |
( |
|||||
Compensation and benefits |
( |
( |
( |
( |
( |
( |
2025 |
2024 |
2023 |
|
$m |
$m |
$m |
|
Total segments adjusted profit before tax |
|||
Goodwill impairment charges1
|
( |
||
Bargain purchase gain2
|
|||
Amortization of acquired brands and customer lists3
|
( |
( |
( |
Activities relating to shareholders4
|
( |
( |
|
Employer tax on vesting of the growth shares5
|
( |
||
Owner fees6
|
( |
( |
( |
IPO preparation costs7
|
( |
( |
|
Fair value of the cash settlement option on the growth shares8
|
( |
||
Public offering of ordinary shares9
|
( |
( |
|
Acquisition costs10
|
( |
( |
|
Profit before tax from continuing operations |
Revenue |
Total Assets1
|
|||||
2025 |
2024 |
2023 |
2025 |
2024 |
||
$m |
$m |
$m |
$m |
$m |
||
United Kingdom |
||||||
United States |
||||||
Rest of the world |
||||||
Total |
||||||
2025 |
2024 |
2023 |
|||||||||
Amortized
Cost
|
FVTPL |
Total |
Amortized
Cost
|
FVTPL |
Total |
Amortised
Cost
|
FVTPL |
Total |
|||
$m |
$m |
$m |
$m |
$m |
$m |
$m |
$m |
$m |
|||
Interest Income |
|||||||||||
Financial institutions1
|
|||||||||||
Exchanges2
|
|||||||||||
Securities3
|
|||||||||||
Clients4
|
|||||||||||
Interest expense |
|||||||||||
Clients5
|
( |
( |
( |
( |
( |
( |
( |
( |
|||
Borrowings and debt issued6
|
( |
( |
( |
( |
( |
( |
( |
( |
( |
||
Exchanges7
|
( |
( |
( |
( |
( |
( |
|||||
Securities8
|
( |
( |
( |
( |
( |
( |
|||||
Lease interest expense |
( |
( |
( |
( |
( |
( |
|||||
( |
( |
( |
( |
( |
( |
( |
( |
( |
|||
Net interest income |
( |
( |
( |
||||||||
2025 |
2024 |
2023 |
|||
$m |
$m |
$m |
|||
Wages and salaries |
|||||
Share-based compensation expense |
|||||
Employer’s national insurance contributions and similar taxes |
|||||
Short-term monetary benefits |
|||||
Defined contribution pension cost |
|||||
Apprenticeship levy |
|||||
Redundancy payments |
|||||
Total staff costs |
2025 |
2024 |
2023 |
|||
$m |
$m |
$m |
|||
Professional fees |
|||||
Non-trading technology and support |
|||||
Trading systems and market data |
|||||
Occupancy and equipment rental |
|||||
Travel and business development |
|||||
Communications |
|||||
Bank fees |
|||||
Owner fees |
|||||
VAT (irrecoverable) |
|||||
Other |
|||||
2025 |
2024 |
2023 |
|
Profit before tax ($m)1
|
|||
Tax ($m) |
( |
( |
( |
Profit after tax ($m) |
|||
AT1 dividends paid ($m) |
( |
( |
( |
Non-controlling interest |
( |
||
Profit attributable to ordinary shareholders of the Group ($m) |
|||
Weighted average number of ordinary shares during the year |
|||
Basic earnings per share ($) |
|||
Weighted average number of ordinary shares for basic EPS |
|||
Effect of dilution from: |
|||
Share schemes |
|||
Weighted average number of ordinary shares adjusted for the effect
of dilution
|
|||
Diluted earnings per share ($) |
2025 |
2024 |
2023 |
|||
$m |
$m |
$m |
|||
Current tax |
|||||
UK corporation tax on profit for the year |
|||||
Foreign corporation tax on profit for the year |
|||||
Total UK and Foreign corporation tax |
|||||
Adjustment in respect of prior years: |
|||||
UK corporation tax |
( |
||||
Foreign corporation tax |
( |
||||
Total adjustments in respect of prior years |
|||||
Deferred tax |
|||||
Origination and reversal of temporary differences |
( |
( |
|||
Adjustment in respect of prior years – other |
( |
( |
|||
( |
( |
( |
|||
Tax expense for the year |
|||||
Deferred tax charge relating to items recognized in OCI |
|||||
Items that may be reclassified subsequently to profit and loss |
( |
||||
Items that will not be recycled to profit and loss |
( |
( |
( |
||
( |
( |
||||
Current tax expense relating to items recognized in Equity |
( |
( |
|||
Deferred tax expense relating to items recognized in Equity |
( |
( |
2025 |
2024 |
2023 |
|||
$m |
$m |
$m |
|||
Profit before tax from continuing operations |
|||||
Expected tax expense based on the standard rate of corporation tax in the UK of 25%
(2024: 25%; 2023: 23.5%)
|
|||||
Explained by: |
|||||
Effect of overseas tax rates |
( |
||||
Income not subject to tax |
( |
( |
( |
||
Expenses not deductible for tax purposes |
|||||
Non-deductible goodwill adjustments |
( |
||||
Movements in deferred tax not recognized |
( |
||||
Deductible payments on AT1 securities |
( |
( |
( |
||
Tax rate change |
( |
( |
|||
Prior year adjustments |
( |
||||
Tax expense for the year |
2025 |
2024 |
|
$m |
$m |
|
Ireland |
||
United Arab Emirates |
||
Total current tax expense related to Pillar II |
2025 |
At 1 January |
Credited/
(expensed) to
the income
statement
|
Recognized on
acquisition
|
Credited to other
comprehensive
income & equity
|
At
31 December
|
$m |
$m |
$m |
$m |
$m |
|
Acquired Intangibles |
( |
( |
( |
||
Compensation |
|||||
Depreciation in excess of capital allowances |
( |
( |
( |
( |
|
Lease accounting |
( |
( |
|||
Other short-term timing differences |
( |
( |
|||
Revaluation of investments, cash flow hedges
and liabilities designated at FVTPL
|
( |
( |
|||
Share-based payments |
( |
||||
( |
( |
2024 |
At 1 January |
Credited/
(expensed) to
the income
statement
|
Recognized on
acquisition
|
Credited to other
comprehensive
income & equity
|
At
31 December
|
$m |
$m |
$m |
$m |
$m |
|
Acquired Intangibles |
( |
( |
( |
||
Compensation |
|||||
Depreciation in excess of capital allowances |
( |
( |
( |
||
Lease accounting |
|||||
Other short-term timing differences |
( |
||||
Revaluation of investments, cash flow hedges
and liabilities designated at FVTPL
|
( |
||||
Share-based payments |
|||||
( |
2025 |
2024 |
|
$m |
$m |
|
Deferred tax asset |
||
Deferred tax liability |
( |
( |
31 December |
Acquisitions in 2025: |
Aarna Capital
Limited1,2
|
Darton Group
Limited
|
Hamilton Court
Group1
|
Agrinvest
Commodities
|
Winterflood
Securities
|
$m |
$m |
$m |
$m |
$m |
|
Initial cash consideration |
— |
||||
Withheld consideration |
— |
— |
— |
— |
|
Settlement of pre-existing liability |
— |
— |
— |
||
Total consideration |
|||||
Fair value of identifiable net assets: |
|||||
Intangible assets |
— |
||||
Property, plant and equipment |
— |
||||
Right of use asset |
— |
— |
|||
Investments |
— |
— |
— |
||
Corporate income tax receivable |
— |
— |
— |
— |
|
Trade and other receivables |
|||||
Inventory |
— |
— |
— |
— |
|
Equity instruments (unpledged) |
— |
— |
— |
— |
|
Derivative instruments - asset |
— |
— |
— |
||
Stock borrowing |
— |
— |
— |
— |
|
Fixed income securities (unpledged) |
— |
— |
— |
||
Cash and cash equivalents |
|||||
Trade and other payables |
( |
( |
( |
( |
( |
Stock lending |
— |
— |
— |
— |
( |
Short securities |
— |
— |
— |
— |
( |
Borrowings |
— |
( |
— |
— |
— |
Lease liability |
( |
— |
( |
— |
( |
Derivative instruments - liability |
( |
— |
( |
— |
— |
Corporate tax |
( |
( |
( |
— |
— |
Provisions |
— |
— |
— |
— |
( |
Deferred tax liability |
( |
— |
( |
( |
( |
Deferred Compensation |
— |
— |
— |
— |
( |
Non-controlling interest |
— |
— |
( |
— |
— |
Total fair value of identifiable assets
and liabilities
|
|||||
Goodwill / (bargain purchase) |
( |
$m |
|
Cash consideration paid to non-controlling shareholders |
|
Carrying value of the additional interest |
( |
Difference recognized in retained earnings |
Acquisitions in 2024: |
Pinnacle
Fuel LLC
|
Dropet |
ILS Brokers
Limited
|
$m |
$m |
$m |
|
Cash consideration |
|||
Total consideration |
|||
Fair value of identifiable net assets: |
|||
Intangible assets |
|||
Property, plant and equipment |
|||
Right of use asset |
|||
Trade and other receivables |
|||
Cash and cash equivalents |
|||
Trade and other payables |
( |
( |
|
Lease liability |
( |
||
Deferred tax liability |
( |
||
Total fair value of identifiable assets and liabilities |
|||
Goodwill / (bargain purchase) |
2025 |
2024 |
|
$m |
$m |
|
Cost |
||
At 1 January |
||
Additions during the year |
||
Cost at 31 December |
||
Impairment losses at 1 January |
( |
( |
Foreign currency translation adjustment (CTA) |
||
Net book value at 31 December |
Group Goodwill by CGU |
|||
31 December
2025
|
31 December
2024
|
||
CGU (New Allocations) |
$m |
CGU (Allocations as at 31 December 2024) |
$m |
Capital Markets |
OTCex |
||
Volcap Trading Partners Limited |
|||
Cowen's Prime Services and Outsourced Trading
Business
|
|||
Agriculture |
Agriculture |
||
Rosenthal Collins Group1
|
|||
USA Clearing |
|||
UK Clearing |
ProTrader |
||
I.L.S. Brokers Limited |
I.L.S. Brokers Limited |
||
X-Change Financial Access LLC |
X-Change Financial Access LLC |
||
Energy |
Energy |
||
Dropet |
|||
Marex Spectron Europe Limited |
|||
CSC Commodities UK Limited |
CSC Commodities UK Limited |
||
Physical Metals |
Recycled Metals |
||
Arfinco S.A. |
Arfinco S.A. |
||
Goodwill arising from 2025 acquisitions2
| |||
CGU Allocation |
|||
Aarna Capital Limited |
|||
Physical Metals |
|||
Hamilton Court |
|||
Agrinvest |
|||
Winterflood4
|
|||
Foreign currency translation adjustment
(CTA)3
|
|||
Total goodwill as at 31 December |
Total goodwill as at 31 December |
||
CGU |
Pre-tax
valuation
discount
rate
|
Breakeven
discount
rate
|
Valuation
revenue
growth
rate
|
Breakeven
revenue
growth
rate
|
Terminal
value
growth
rate
|
Breakeven
terminal
value
growth
rate
|
Valuation
cost
growth
rate
|
Breakeven
cost
growth
rate
|
Energy |
( |
n.m1
|
||||||
CSC Commodities UK Limited |
( |
( |
||||||
Agriculture |
( |
|||||||
Physical Metals |
( |
( |
||||||
UK Clearing |
( |
n.m1
|
||||||
USA Clearing |
( |
n.m1
|
||||||
Arfinco S.A |
||||||||
Capital Markets |
( |
n.m1
|
||||||
I.L.S. Brokers Limited |
( |
( |
||||||
X-Change Financial Access LLC |
( |
|||||||
Aarna Capital Limited |
( |
( |
||||||
Hamilton Court |
( |
( |
||||||
Agrinvest |
CGU |
Pre-tax
valuation
discount
rate
|
Breakeven
discount
rate
|
Valuation
revenue
growth
rate
|
Breakeven
revenue
growth
rate
|
Breakeven
terminal
value
growth
rate
|
Valuation
cost
growth
rate
|
Breakeven
cost
growth
rate
|
||||||
Energy |
( |
( |
|||||||||||
CSC Commodities UK Limited |
( |
( |
|||||||||||
Agriculture |
( |
n.m1
|
|||||||||||
Volatility Performance Fund S.A. |
|||||||||||||
Rosenthal Collins Group |
( |
( |
|||||||||||
Volcap Trading Partners Limited |
|||||||||||||
X-Change Financial Access LLC |
( |
||||||||||||
Recycled Metals |
( |
n.m1
|
|||||||||||
ProTrader |
( |
n.m1
|
|||||||||||
Marex Spectron Europe Limited |
( |
n.m1
|
|||||||||||
Arfinco S.A. |
|||||||||||||
OTCex SA Group |
( |
( |
|||||||||||
Cowen's Prime Services and Outsourced
Trading Business
|
2025 |
|
$m |
|
Assets classified as held for sale |
|
Current assets |
|
Trade and other receivables |
|
Cash and cash equivalents2
|
|
Total current assets |
|
Non current assets |
|
Goodwill |
|
Intangibles |
|
Property, plant and equipment |
|
Right of use asset |
|
Investments |
|
Total non current assets |
|
Total assets classified as held for sale1
|
|
Liabilities classified as held for sale |
|
Trade and other payables |
|
Lease Liability |
|
Total liabilities classified as held for sale1
|
|
Net assets classified as held for sale1
|
Customer
Relationships1
|
Brands |
Software |
Total |
|
$m |
$m |
$m |
$m |
|
Cost |
||||
At 1 January 2024 |
||||
Additions on acquisitions |
||||
Additions |
||||
Disposals |
( |
( |
||
At 31 December 2024 |
||||
Additions on acquisitions2
|
||||
Additions |
||||
Disposals |
( |
( |
||
At 31 December 2025 |
||||
Impairment provisions and amortization |
||||
At 1 January 2024 |
||||
Charge for the year |
||||
Disposals |
||||
At 31 December 2024 |
||||
Charge for the year |
||||
Disposals |
( |
( |
||
At 31 December 2025 |
||||
Net book value |
||||
At 31 December 2025 |
||||
At 31 December 2024 |
Pre-tax
valuation
discount rate
|
Breakeven
discount rate
|
Compensation
payout ratio
|
Breakeven
compensation
payout ratio
|
|
Customer Relationships |
Leasehold
improvements
|
Computer
equipment
|
Furniture,
fixtures and
fittings
|
Total |
|
$m |
$m |
$m |
$m |
|
Cost |
||||
At 1 January 2024 |
||||
Additions on acquisitions |
||||
Additions |
||||
Disposals |
( |
( |
( |
( |
At 1 January 2025 |
||||
Additions on acquisitions |
||||
Additions |
||||
Disposals |
( |
( |
( |
( |
Foreign currency translation adjustment |
||||
At 31 December 2025 |
||||
Depreciation |
||||
At 1 January 2024 |
||||
Charge for the year |
||||
At 1 January 2025 |
||||
Charge for the year |
||||
Disposals |
( |
( |
( |
( |
At 31 December 2025 |
||||
Net book value |
||||
At 31 December 2025 |
||||
At 31 December 2024 |
Leasehold improvements |
over the remaining length of the lease or
where appropriate
|
Computer equipment and other hardware |
|
Furniture, fixtures and fittings |
2025 |
2024 |
||
$m |
$m |
||
Cost |
|||
At 1 January |
|||
Additions |
|||
Revaluation of investments held at FVTOCI |
( |
||
Change in value of investments held at FVTPL |
|||
Disposals |
( |
||
At 31 December |
|||
Listed investments |
|||
Unlisted investments |
|||
At 31 December |
2025 |
2024 |
||
$m |
$m |
||
Treasury instruments (non-current) |
|||
Treasury instruments (current) |
|||
2025 |
2024 |
||
$m |
$m |
||
Treasury instruments (non-current) |
|||
2025 |
2024 |
||
$m |
$m |
||
Reverse repurchase agreements |
|||
Treasury instruments |
|||
2025 |
2024 |
|
$m |
$m |
|
Treasury instruments (non-current) |
||
Treasury instruments (current) |
||
Treasury instruments (pledged) and assets held under agreements to sell (repledged) - (current) |
||
2025 |
2024 |
|
$m |
$m |
|
Equity instruments (unpledged) |
||
Equity instruments (pledged as collateral) |
||
2025 |
2024 |
||
$m |
$m |
||
Cryptocurrency - Trading |
|||
Carbon emission certificates and credits - Trading |
|||
Warranted metals - Trading |
|||
Recyclable scrap metals |
|||
Minor metals |
|||
Precious metals |
|||
Total inventories at fair value less cost to sell |
Cost |
Fair value
movement
|
Inventory |
|
2025 |
2025 |
2025 |
|
$m |
$m |
$m |
|
Cryptocurrency - Trading |
( |
||
Carbon emission certificates and credits - Trading |
|||
Warranted metals - Trading |
|||
Recyclable scrap metals |
|||
Minor metals |
|||
Precious metals |
|||
Cost |
Fair value
movement
|
Inventory |
|||
2024 |
2024 |
2024 |
|||
$m |
$m |
$m |
|||
Cryptocurrencies |
( |
||||
Carbon emission certificates and credits |
|||||
Recyclable scrap metals |
( |
||||
( |
2025 |
2024 |
|
$m |
$m |
|
Fixed income securities (unpledged) |
||
Fixed income securities (pledged) |
||
2025 |
2024 |
|
$m |
$m |
|
Financial Products Program |
||
Tier 2 Program |
||
EMTN Program |
||
Senior Note Program |
||
Financial assets |
Financial liabilities |
||||
2025 |
2024 |
2025 |
2024 |
||
$m |
$m |
$m |
$m |
||
Held for trading derivatives carried at fair value through profit and loss
that are not designated in hedge accounting relationships:
|
|||||
Synthetic equity swap |
|||||
Agriculture contracts |
|||||
Energy contracts |
|||||
Foreign currency contracts |
|||||
Precious metal contracts |
|||||
Credit contracts |
|||||
Metals contracts |
|||||
Equity contracts |
|||||
Crypto contracts |
|||||
Rates contracts |
|||||
Held for trading derivatives that are designated in hedge accounting
relationships:
|
|||||
Foreign currency contracts |
|||||
Rates contracts |
|||||
2025 |
|||||
Maturity analysis per notional |
|||||
Less than 3
months
|
3 to 12
months
|
1 to 5 years |
Over 5 years |
Total |
|
$m |
$m |
$m |
$m |
$m |
|
Hedged Risk |
|||||
Foreign currency |
|||||
Interest rate |
|||||
2024 |
|||||
Maturity analysis per notional |
|||||
Less than 3
months
|
3 to 12
months
|
1 to 5 years |
Over 5 years |
Total |
|
$m |
$m |
$m |
$m |
$m |
|
Hedged Risk |
|||||
Foreign currency |
|||||
Interest rate |
|||||
2025 |
||||||||
Hedging instrument |
Hedged item |
Ineffectiveness |
||||||
Carrying amount |
Change in
fair
value used to
calculate
hedge
ineffectivene
ss
|
Gain/(loss)
recognized
in OCI
|
Ineffectiveness
(loss)
recognized
in the income
statement
|
Income
statement
presentation
|
||||
Notional
amount1
|
Asset |
Liability |
Balance Sheet
presentation
|
|||||
$m |
$m |
$m |
$m |
$m |
$m |
|||
Hedged
Risk
|
||||||||
Foreign
currency
|
( |
Derivative
instruments
|
( |
Other
expenses
|
||||
Interest
rate
|
( |
( |
Net Interest
Income
|
|||||
( |
( |
|||||||
2024 |
||||||||
Hedging instrument |
Hedged item |
Ineffectiveness |
||||||
Carrying amount |
Change in
fair
value used to
calculate
hedge
ineffectivene
ss
|
Gain/(loss)
recognised
in OCI
|
Ineffectiveness
(loss)
recognised
in the income
statement
|
Income
statement
presentation
|
||||
Notional
amount1
|
Asset |
Liability |
Balance Sheet
presentation
|
|||||
$m |
$m |
$m |
$m |
$m |
$m |
|||
Hedged Risk |
||||||||
Foreign
currency
|
( |
Derivative
instruments
|
( |
Other expenses |
||||
Interest rate |
( |
( |
Net Interest
Income
|
|||||
( |
( |
|||||||
2025 |
|||||
Maturity analysis per notional |
|||||
Less than 3
months
|
3 to 12
months
|
1 to 5 years |
Over 5 years |
Total |
|
$m |
$m |
$m |
$m |
$m |
|
Hedged Risk |
|||||
Interest rate |
|||||
2024 |
|||||
Maturity analysis per notional |
|||||
Less than 3
months
|
3 to 12
months
|
1 to 5 years |
Over 5 years |
Total |
|
$m |
$m |
$m |
$m |
$m |
|
Hedged Risk |
|||||
Interest rate |
|||||
2025 |
|||||
Hedging instrument |
|||||
Carrying amount |
Change in fair value
used to calculate
hedge
ineffectiveness
|
||||
Notional amount1
|
Asset |
Liability |
Balance Sheet presentation |
||
$m |
$m |
$m |
$m |
||
Hedged Risk |
|||||
Interest rate |
( |
Derivative instruments |
( |
||
( |
( |
||||
Hedged item |
Ineffectiveness |
|||||||
Carrying amount |
Accumulated fair
value hedge
adjustments
included in carrying
amount
|
Change in fair
value used to
calculate hedge
ineffectiveness
|
Ineffectiveness
recognized
in the income
statement
|
Income
statement
presentation
|
||||
Asset |
Liability |
Asset |
Liability |
Balance Sheet
presentation
|
||||
$m |
$m |
$m |
$m |
$m |
$m |
|||
Hedged
Risk
|
||||||||
Interest
rate
|
( |
( |
Debt
Securities
|
( |
Net Interest
Income
|
|||
( |
Treasury
Instruments
|
( |
||||||
( |
( |
( |
||||||
2024 |
|||||
Hedging instrument |
|||||
Carrying amount |
Change in fair
value used to
calculate hedge
ineffectiveness
|
||||
Notional
amount1
|
Asset |
Liability |
Balance Sheet presentation |
||
$m |
$m |
$m |
$m |
||
Hedged Risk |
|||||
Interest rate |
( |
Derivative instruments |
( |
||
( |
( |
||||
Hedged item |
Ineffectiveness |
|||||||
Carrying amount |
Accumulated fair
value hedge
adjustments
included in carrying
amount
|
Change in fair
value used to
calculate hedge
ineffectiveness
|
Ineffectiveness
recognized
in the income
statement
|
Income
statement
presentation
|
||||
Asset |
Liability |
Asset |
Liability |
Balance Sheet
presentation
|
||||
$m |
$m |
$m |
$m |
$m |
$m |
|||
Hedged
Risk
|
||||||||
Interest
rate
|
( |
Debt Securities |
Net Interest
Income
|
|||||
( |
— |
|||||||
2025 |
2024 |
|
$m |
$m |
|
Reverse repurchase agreements |
||
Repurchase agreements |
( |
( |
( |
2025 |
2024 |
||
$m |
$m |
||
Amounts due from exchanges, clearing houses and other counterparties1
|
|||
Amounts due from clients1
|
|||
Trade debtors1
|
|||
Amounts due from Prime Brokers1
|
|||
Settlement balances1
|
|||
Default funds and deposits |
|||
Loans receivable |
|||
Other tax and social security taxes |
|||
Other debtors |
|||
Prepayments |
|||
2025 |
Current |
Less than
30 days
|
31 to
60 days
|
61 to
90 days
|
91 to
120 days
|
More than
120 days
|
Total |
Expected credit loss rate |
|||||||
Trade debtors $m |
|||||||
Trade debtors lifetime ECL $m |
2024 |
Current |
Less than
30 days
|
31 to
60 days
|
61 to
90 days
|
91 to
120 days
|
More than
120 days
|
Total |
Expected credit loss rate |
|||||||
Trade debtors $m |
|||||||
Trade debtors lifetime ECL $m |
2025 ($m) |
Current |
Less than
30 days
|
31 to
60 days
|
61 to
90 days
|
91 to
120 days
|
More than
120 days
|
Total |
Amounts due from exchanges, clearing houses
and other counterparties
|
|||||||
Amounts due from Prime Brokers |
|||||||
Settlement balances |
|||||||
Amounts receivable from clients |
|||||||
Default funds and deposits |
|||||||
Loans receivable |
|||||||
Other debtors |
|||||||
Corresponding allowance for loan losses ECL |
2024 ($m) |
Current |
Less than
30 days
|
31 to
60 days
|
61 to
90 days
|
91 to
120 days
|
More than
120 days
|
Total |
Amounts due from exchanges, clearing houses
and other counterparties
|
|||||||
Amounts due from Prime Brokers |
|||||||
Settlement balances |
|||||||
Amounts receivable from clients |
|||||||
Default funds and deposits |
|||||||
Loans receivable |
|||||||
Other debtors |
|||||||
Corresponding allowance for loan losses ECL |
2025 |
2024 |
||
$m |
$m |
||
At 1 January |
|||
Bad debts written off |
( |
( |
|
Released to the income statement |
( |
( |
|
Charged to the income statement |
|||
Other balance sheet movements |
|||
At 31 December |
2025 |
2024 |
|
$m |
$m |
|
Amounts due to exchanges, clearing houses and other counterparties1
|
||
Amounts due to Prime Brokers1
|
||
Amounts payable to clients1
|
||
Accruals |
||
Settlement balances1
|
||
Other tax and social security taxes |
||
Other creditors1
|
||
Bank overdrafts |
||
2025 |
2024 |
|
$m |
$m |
|
Short-term borrowings |
||
Long-term borrowings |
||
Total borrowings |
2025 |
2024 |
|
$m |
$m |
|
At 1 January |
||
Additions from Group Acquisitions1
|
||
Repayments |
( |
|
Additional draws |
||
Total borrowings |
2025 |
2024 |
||
$m |
$m |
||
Segregated assets at banks (not recognized) |
|||
Segregated assets at exchanges, clearing houses and other counterparties (not recognized) |
|||
Segregated assets at exchanges, clearing houses and other counterparties (recognized) |
|||
Group and Company |
|||||||
Issued and fully paid |
Issued and fully paid |
||||||
2025 |
2025 |
2024 |
2024 |
||||
Number |
$'000 |
Number |
$'000 |
||||
Ordinary Shares of $ |
|||||||
Deferred Shares of £ |
|||||||
Group and Company |
|||||
Ordinary
shares
Number
|
Deferred
shares
Number
|
Total
Number
|
|||
At 1 January 20251
|
|||||
Issuance of shares |
|||||
At 31 December 20251
|
|||||
Group and Company |
|||||||||||
Ordinary
shares of
$
Number
|
Ordinary shares
of $
Number
|
Non-voting
Ordinary
Shares of
$
Number
|
Deferred Shares
of £
Number
|
Growth Shares
of $
Number
|
Total
Number
|
||||||
At 1 January 2024 |
|||||||||||
Ordinary shares reorganization
pre-IPO (1)
|
( |
( |
( |
||||||||
Total: Post ordinary shares
organization
|
|||||||||||
Reverse share split (2) |
( |
( |
|||||||||
Deferred share cancellation (3) |
( |
( |
|||||||||
Total: Post share capital
organization
|
|||||||||||
Primary share issuance at IPO1
|
|||||||||||
At 31 December 2024 |
|||||||||||
Class of share |
Rights |
Ordinary Shares |
Full voting rights and right to participate in ordinary dividends ranking pari passu with non-
voting ordinary shares. In the event of a winding up, entitled to a return of capital ranking pari
passu with non-voting ordinary shares and no right of redemption.
|
Non-voting Ordinary Shares |
As per ordinary shares, other than having no voting rights. |
Deferred Shares |
No voting rights, no right to participate in dividends or distributions and no right to redemption.
On a return of capital on a winding up or otherwise, the assets of the Company available for
distribution to its members shall be applied in paying a sum equal to £
deferred shares pro rata according to the number of deferred shares held by them (rounded
to the nearest £
event exceed £
|
Growth Shares |
Following its initial public offering, the Company no longer has any growth shares. Growth
shares were issued in several series as part of a share-based remuneration scheme. On a
liquidity event such as an initial public offering or a sale, the growth shares entitled the holder
thereof to a return should the proceeds exceed a specific level, as set for each series on
issuance. The holders of growth shares had no voting rights, no rights to participate in
dividends, no entitlements to participate in a winding up and could not impact the timing of a
liquidity event. The growth shares were redeemable on a liquidity event in cash or by
conversion into non-voting ordinary shares, as elected by the holders thereof. In the absence
of such an election, the default settlement was conversion into non-voting ordinary shares.
Prior to the initial public offering the holders of the growth shares elected to equity settle their
awards.
|
Reserves |
Description |
Revaluation reserve |
Cumulative unrealized gains on investments in exchanges that are held at FVTOCI and
recognized in equity as well as changes in own credit risk.
|
Cash flow hedge reserve |
Cumulative unrealized gains and losses on hedging instruments deemed effective cash flow
hedges.
|
Currency translation reserve |
On consolidation, the results of overseas operations are translated into USD at rates
approximating to those prevailing when the transactions took place. All assets and liabilities of
overseas operations, including goodwill arising on the acquisition of those operations, are
translated at the rates ruling at the prevailing date.
|
2025 |
2024 |
|
$m |
$m |
|
Deferred Bonus Plan |
||
Retention Long Term Incentive Plan |
||
Annual Long Term Incentive Plan |
||
All Employee Plan |
||
Non-Executive Directors' Plan |
||
Warrants |
||
Total equity-settled share-based payments |
2025 |
2024 |
|
Number |
Number |
|
Outstanding at the beginning of the year |
||
Reverse Share Split |
( |
|
Granted during the year |
||
Vested during the year |
( |
( |
Forfeited during the year |
( |
( |
Outstanding at the end of the year |
||
Weighted average fair value of awards granted ($) |
2025 |
2024 |
||||||||
FVTPL |
FVTOCI |
Amortized
cost
|
Total |
FVTPL |
FVTOCI |
Amortized
cost
|
Total |
||
Financial assets |
$m |
$m |
$m |
$m |
$m |
$m |
$m |
$m |
|
Investments |
|||||||||
Treasury instruments |
|||||||||
Treasury instruments (pledged)
and assets held under agreements
to sell (repledged)1
|
|||||||||
Fixed income securities |
|||||||||
Equity instruments |
|||||||||
Derivative instruments2
|
|||||||||
Stock borrowing |
|||||||||
Reverse repurchase agreements |
|||||||||
Amounts due from exchanges,
clearing houses and other
counterparties
|
|||||||||
Amounts due from Prime Brokers |
|||||||||
Amounts receivable from clients |
|||||||||
Settlement balances |
|||||||||
Trade debtors |
|||||||||
Default funds and deposits |
|||||||||
Loans receivable |
|||||||||
Other debtors3
|
|||||||||
Cash and cash equivalents |
|||||||||
2025 |
2024 |
||||||||
FVTPL |
FVTOCI |
Amortized
cost
|
Total |
FVTPL |
FVTOCI |
Amortized
cost
|
Total |
||
Financial liabilities |
$m |
$m |
$m |
$m |
$m |
$m |
$m |
$m |
|
Repurchase agreements |
|||||||||
Derivative instruments |
|||||||||
Short securities |
|||||||||
Amounts due to exchanges,
clearing houses and other
counterparties
|
|||||||||
Amounts due to Prime Brokers |
|||||||||
Amounts payable to clients |
|||||||||
Settlement balances |
|||||||||
Other creditors |
|||||||||
Stock lending |
|||||||||
Short-term borrowings |
|||||||||
Debt securities1
|
|||||||||
Lease liability |
|||||||||
Bank overdrafts |
|||||||||
2025 |
2024 |
||||||||
Level 1 |
Level 2 |
Level 3 |
Total |
Level 1 |
Level 2 |
Level 3 |
Total |
||
$m |
$m |
$m |
$m |
$m |
$m |
$m |
$m |
||
Financial assets – FVTPL: |
|||||||||
Investments |
|||||||||
Equity instruments |
|||||||||
Treasury instruments |
|||||||||
Fixed income securities |
|||||||||
Derivative instruments |
|||||||||
Amounts receivable from clients |
|||||||||
Trade debtors |
|||||||||
Reverse repurchase agreements |
|||||||||
Stock borrowing |
|||||||||
Financial assets – FVTOCI: |
— |
||||||||
Investments |
|||||||||
Derivative instruments |
|||||||||
Financial liabilities – FVTOCI: |
— |
||||||||
Derivative instruments |
( |
( |
( |
( |
|||||
Financial liabilities – FVTPL: |
— |
||||||||
Derivative instruments |
( |
( |
( |
( |
( |
( |
|||
Other payables |
( |
( |
( |
( |
|||||
Amounts payable to clients |
( |
( |
( |
( |
|||||
Short securities |
( |
( |
( |
( |
( |
( |
( |
||
Debt securities |
( |
( |
( |
( |
( |
( |
|||
Stock lending |
( |
( |
( |
( |
|||||
Repurchase agreements |
( |
( |
( |
( |
|||||
( |
( |
( |
( |
( |
|||||
2025 |
2024 |
||
$m |
$m |
||
Balance at 1 January |
|||
Purchases |
|||
Settlements |
( |
( |
|
Total gains or losses in the period recognized in the income statement: |
|||
Market Making revenue |
|||
Transfers out of Level 3 |
( |
( |
|
Transfers into Level 3 |
|||
Balance at 31 December |
2025 |
2024 |
||
$m |
$m |
||
Balance at 1 January |
|||
Purchases |
|||
Settlements |
( |
( |
|
Total gains or losses in the period recognized in the income statement: |
|||
Market Making revenue |
( |
||
Transfers out of Level 3 |
( |
( |
|
Transfers into Level 3 |
|||
Balance at 31 December |
Gross
amount
|
Amounts
set-off
|
Net
amount
presented
|
Non-cash
collateral
rec’d/
(pledged)
|
Cash
collateral
rec’d/
(pledged)
|
Net amount |
|
2025 |
$m |
$m |
$m |
$m |
$m |
$m |
Financial assets |
||||||
Amounts due from exchanges, clearing
houses and other counterparties
|
( |
|||||
Reverse repurchase agreements |
( |
|||||
Derivative instruments |
( |
|||||
Treasury instruments (pledged) and
assets held under agreements to sell
(repledged)
|
||||||
Loans receivable |
||||||
Stock borrowing |
||||||
Amounts due from Prime Brokers |
||||||
Amounts receivable from clients |
||||||
Financial liabilities |
||||||
Amounts due to exchanges, clearing
houses and other counterparties
|
( |
|||||
Repurchase agreements |
( |
( |
||||
Derivative instruments |
( |
( |
||||
Stock lending |
( |
|||||
Amounts due to Prime Brokers |
( |
|||||
Amounts payable to clients |
( |
( |
||||
Gross
amount
|
Amounts
set-off
|
Net
amount
presented
|
Non-cash
collateral
rec’d/
(pledged)
|
Cash
collateral
rec’d/
(pledged)
|
Net amount |
|
2024 |
$m |
$m |
$m |
$m |
$m |
$m |
Financial assets |
||||||
Amounts due from exchanges, clearing
houses and other counterparties
|
( |
|||||
Reverse repurchase agreements |
( |
|||||
Derivative Instruments |
( |
|||||
Treasury instruments (pledged) and
assets held under agreements to sell
(repledged)
|
||||||
Stock borrowing |
||||||
Amounts due from Prime Brokers |
||||||
Amounts receivable from clients |
||||||
Financial liabilities |
||||||
Amounts due to exchanges, clearing
houses and other counterparties
|
( |
|||||
Repurchase agreements |
( |
( |
||||
Derivative Instruments |
( |
( |
||||
Stock lending |
( |
|||||
Amounts due to Prime Brokers |
( |
|||||
Amounts payable to clients |
( |
December 31, 2025 |
December 31, 2024 |
|||
Business |
VaR |
VaR |
Additional risk metrics monitored |
|
European Emerging Bonds |
less than $ |
Stress, GMV, DV01, CS01, Aged Inventory |
||
Equities Market Making |
less than $ |
less than $ |
Gross long/short and single name equity delta,
FX delta
|
|
FX Frontier |
less than $ |
less than $ |
FX delta by currency, tenor and book |
|
FX OTC |
less than $ |
less than $ |
FX delta by currency, tenor and book |
|
Interest Rate Swaps |
less than $ |
less than $ |
PV01 by currency and tenor |
|
U.S. Emerging Corporate Bond |
less than $ |
less than $ |
Stress, GMV, DV01, CS01, Aged Inventory |
|
U.S. Equity Securities Lending |
less than $ |
less than $ |
Stress, GMV, DV01 |
|
U.S. Fixed Income Corporate Bond |
less than $ |
less than $ |
Stress, GMV, DV01, CS01, Aged Inventory |
|
U.S. Fixed Income Financing
Services
|
less than $ |
less than $ |
Stress, GMV, DV01 |
|
Marex Fund (Formerly Volatility
Performance Fund)
|
less than $ |
less than $ |
Equity delta and vega, tenor, FX delta |
|
Winterflood- Equities Market
Making
|
less than $ |
Gross long/short and single name equity delta,
FX delta, DV01
|
December 31, 2025 |
December 31, 2024 |
|||
Business |
VaR |
VaR |
Additional risk metrics monitored |
|
Agricultural |
less than $ |
less than $ |
Outright Delta, Delta spreads, Vega |
|
Metals |
less than $ |
less than $ |
Outright Delta, Delta spreads, Vega |
|
CSC Commodities |
less than $ |
less than $ |
Outright Delta, Delta spreads, Vega |
|
Energy Market Making |
less than $ |
less than $ |
Outright Delta, Delta spreads, Vega, Stress |
FVTPL |
FVTOCI |
Amortized Cost |
Total
Financial
Assets
|
||||||||
AA and
above
|
AA- |
A+ |
A |
A- |
BBB+ |
Lower
and
unrated
|
Total
Amortized
Cost
|
||||
2025 |
$m |
$m |
$m |
$m |
$m |
$m |
$m |
$m |
$m |
$m |
$m |
Investments |
|||||||||||
Treasury instruments |
|||||||||||
Treasury instruments (pledged)
and assets held under
agreements to sell (repledged)
|
|||||||||||
Fixed income securities |
|||||||||||
Equity instruments |
|||||||||||
Derivative instruments |
|||||||||||
Stock borrowing |
|||||||||||
Reverse repurchase
agreements
|
|||||||||||
Amounts due from exchanges,
clearing houses and other
counterparties
|
|||||||||||
Amounts due from Prime
Brokers
|
|||||||||||
Amounts receivable from clients |
|||||||||||
Settlement balances |
|||||||||||
Trade debtors |
|||||||||||
Default funds and deposits |
|||||||||||
Loans receivable |
|||||||||||
Other debtors |
|||||||||||
Cash and cash equivalents |
|||||||||||
FVTPL |
FVTOCI |
Amortized Cost |
Total
Financial
Assets
|
||||||||
AA and
above
|
AA- |
A+ |
A |
A- |
BBB+ |
Lower
and
unrated
|
Total
Amortized
Cost
|
||||
2024 |
0 |
$m |
$m |
$m |
$m |
$m |
$m |
$m |
$m |
$m |
$m |
Investments |
|||||||||||
Treasury instruments |
|||||||||||
Treasury instruments (pledged)
and assets held under
agreements to sell (repledged)
|
|||||||||||
Fixed income securities |
|||||||||||
Equity instruments |
|||||||||||
Derivative instruments |
|||||||||||
Stock borrowing |
|||||||||||
Reverse repurchase
agreements
|
|||||||||||
Amounts due from exchanges,
clearing houses and other
counterparties
|
|||||||||||
Amounts due from Prime
Brokers
|
|||||||||||
Amounts receivable from clients |
|||||||||||
Settlement balances |
|||||||||||
Trade debtors |
|||||||||||
Default funds and deposits |
|||||||||||
Loans receivable |
|||||||||||
Other debtors |
|||||||||||
Cash and cash equivalents |
|||||||||||
Secured borrowings and committed revolving credit facilities: |
2025 |
2024 |
||
$m |
$m |
|||
Amount used |
27 |
|||
Amount unused |
27 |
|||
On demand |
Less than 3
months
|
3 to 12
months
|
1 to 5
years
|
More than 5
years
|
Total |
|
2025 |
$m |
$m |
$m |
$m |
$m |
$m |
Repurchase agreements |
||||||
Short securities |
||||||
Amounts due to exchanges, clearing
houses and other counterparties1
|
||||||
Amounts due to Prime Brokers1
|
||||||
Amounts payable to clients1
|
||||||
Other creditors1
|
||||||
Stock lending |
||||||
Settlement balances1
|
||||||
Short-term borrowings |
||||||
Debt securities |
||||||
Lease liabilities |
||||||
Bank overdrafts |
||||||
On demand |
Less than 3
months
|
3 to 12
months
|
1 to 5
years
|
More than 5
years
|
Total |
|
2024 |
$m |
$m |
$m |
$m |
$m |
$m |
Repurchase agreements |
||||||
Short securities |
||||||
Amounts due to exchanges, clearing
houses and other counterparties1
|
||||||
Amounts due to Prime Brokers1
|
||||||
Amounts payable to clients1
|
||||||
Other creditors1
|
||||||
Stock lending |
||||||
Settlement balances1
|
||||||
Short-term borrowings |
||||||
Debt securities |
||||||
Lease liabilities |
||||||
2025 |
On demand
$m
|
Less than
3 months
$m
|
3 to 12
months
$m
|
1 to 5
years
$m
|
More than
5 years
$m
|
Total
$m
|
|||||
Treasury instruments |
|||||||||||
Treasury instruments (pledged) and
assets held under agreements to sell
(repledged)
|
|||||||||||
Fixed income securities |
|||||||||||
Equity instruments |
|||||||||||
Stock borrowing |
|||||||||||
Reverse repurchase agreements |
|||||||||||
Amounts due from exchanges, clearing
houses and other counterparties1
|
|||||||||||
Amounts due from Prime Brokers1
|
|||||||||||
Amounts receivable from clients1
|
|||||||||||
Settlement balances1
|
|||||||||||
Trade debtors1
|
|||||||||||
Default funds and deposits1
|
|||||||||||
Loans receivable1
|
|||||||||||
Other debtors1
|
|||||||||||
Cash and cash equivalents |
|||||||||||
2024 |
On demand
$m
|
Less than
3 months
$m
|
3 to 12
months
$m
|
1 to 5
years
$m
|
More than
5 years
$m
|
Total
$m
|
|||||
Treasury instruments |
|||||||||||
Treasury instruments (pledged) and
assets held under agreements to sell
(repledged)
|
|||||||||||
Fixed income securities |
|||||||||||
Equity instruments |
|||||||||||
Stock borrowing |
|||||||||||
Reverse repurchase agreements |
|||||||||||
Amounts due from exchanges,
clearing houses and other
counterparties1
|
|||||||||||
Amounts due from Prime Brokers1
|
|||||||||||
Amounts receivable from clients1
|
|||||||||||
Settlement balances1
|
|||||||||||
Trade debtors1
|
|||||||||||
Default funds and deposits1
|
|||||||||||
Loans receivable1
|
|||||||||||
Other debtors1
|
|||||||||||
Cash and cash equivalents |
|||||||||||
2025 |
On demand |
Less than
3 months
|
3 to 12
months
|
1 to 5
years
|
5 + years |
Total |
|||||
Derivative instruments |
$m |
$m |
$m |
$m |
$m |
$m |
|||||
Assets |
|||||||||||
Liabilities |
( |
( |
( |
( |
( |
||||||
( |
( |
2024 |
On demand |
Less than
3 months
|
3 to 12
months
|
1 to 5
years
|
5 + years |
Total |
|||||
Derivative instruments |
$m |
$m |
$m |
$m |
$m |
$m |
|||||
Assets |
|||||||||||
Liabilities |
( |
( |
( |
( |
( |
||||||
( |
2025 |
2024 |
2023 |
|||
$m |
$m |
$m |
|||
Aggregate wages and salaries |
|||||
Short-term monetary benefits |
|||||
Defined contribution pension cost |
|||||
Management Incentive plan |
|||||
Right-of-use asset |
|||
2025 |
2024 |
||
$m |
$m |
||
As at 1 January |
|||
Additions during the year |
|||
Incentive of right-of-use asset |
( |
||
Adjustment to initial recognition of right of use asset |
|||
Depreciation charged to income statement |
( |
( |
|
Impairment of right of use asset |
( |
( |
|
As at 31 December |
|||
Lease liability |
|||
2025 |
2024 |
||
$m |
$m |
||
As at 1 January |
|||
Additions during the year |
|||
Interest expense charged to income statement |
|||
Payment of lease liabilities |
( |
( |
|
Foreign exchange revaluation |
( |
||
Lease incentive |
|||
As at 31 December |
|||
Lease liability |
|||
2025 |
2024 |
||
$m |
$m |
||
Current liability |
|||
Non-current liability |
|||
As at 31 December |
|||
Lease liability |
|||
2025 |
2024 |
||
$m |
$m |
||
1 year |
|||
1 to 5 years |
|||
More than 5 years |
|||
Less: future interest expense |
( |
( |
|
2025 |
2024 |
2023 |
|||
$m |
$m |
$m |
|||
Interest income |
|||||
Interest expense |
( |
( |
( |
||
Net interest income |
|||||
Dividend income |
|||||
Expenses: |
|||||
Impairment of investments in subsidiaries |
( |
( |
( |
||
Other income |
|||||
Other expenses |
( |
( |
( |
||
Profit/(loss) before tax |
( |
||||
Tax |
( |
( |
( |
||
Profit/(loss) after tax |
( |
||||
Other comprehensive profit/(loss) |
( |
( |
|||
Total comprehensive income/(loss) |
( |
2025 |
2024 |
||||
$m |
$m |
||||
Assets |
|||||
Non-current assets |
|||||
Investments |
|||||
Investments in subsidiaries |
|||||
Deferred tax |
|||||
Subordinated loans due from group undertakings |
|||||
Total non-current assets |
|||||
Current assets |
|||||
Trade and other receivables |
|||||
Derivative instruments |
|||||
Cash and cash equivalents |
|||||
Total current assets |
|||||
Total assets |
|||||
Liabilities |
|||||
Current liabilities |
|||||
Trade and other payables |
|||||
Derivative instruments |
|||||
Corporation tax |
|||||
Debt securities |
|||||
Total current liabilities |
|||||
Non-current liabilities |
|||||
Debt securities |
|||||
Total non-current liabilities |
|||||
Total liabilities |
|||||
Total net assets |
|||||
Equity |
|||||
Share capital |
|||||
Share premium |
|||||
Retained earnings |
|||||
Own shares |
( |
( |
|||
Other reserves |
( |
( |
|||
Total equity attributable to the ordinary shareholders of the Company |
|||||
Additional Tier 1 capital (AT1) |
|||||
Total equity |
2025 |
2024 |
2023 |
||||
$m |
$m |
$m |
||||
Profit / (loss) before tax |
( |
|||||
Adjustments for non-cash items: |
||||||
Impairment of investments in subsidiaries |
||||||
Bargain purchase gain on acquisitions |
( |
|||||
Share-based compensation expense |
||||||
Other non-cash movements including exchange rate movements |
( |
( |
||||
Changes in operating assets and liabilities |
||||||
Increase in trade and other receivables |
( |
( |
( |
|||
Increase /(decrease) in trade and other payables |
( |
|||||
Net (increase) / decrease in derivative instruments |
( |
( |
||||
Increase in equity instruments |
( |
( |
( |
|||
Increase in debt securities |
||||||
Corporation tax paid |
( |
( |
||||
Net cash (used in) / from operating activities |
( |
( |
||||
Investing activities |
||||||
(Increase)/decrease in subordinated loan receivable |
( |
|||||
Net cash from / (used in) investing activities |
( |
|||||
Financing activities |
||||||
Proceeds from issuance of ordinary shares |
||||||
Issuance costs of ordinary shares |
( |
|||||
Purchase of own shares |
( |
( |
( |
|||
Dividends paid |
( |
( |
( |
|||
Net cash used in financing activities |
( |
( |
( |
|||
Net (decrease) / increase in cash and cash equivalents |
( |
|||||
Cash and cash equivalents |
||||||
Cash at banks and on hand and short-term deposits at 1 January |
||||||
(Decrease) / increase in cash |
( |
|||||
Cash and cash equivalents at 31 December |
