You should read the following discussion of our operating and financial review and prospects in conjunction with our consolidated financial statements and the related notes included elsewhere in this Annual Report. This discussion contains forward-looking statements and involves numerous risks and uncertainties, including, but not limited to, those described in the “Risk Factors” section of this Annual Report. See “Cautionary Statement Regarding Forward-Looking Statements.” Our actual results could differ materially from those contained in any forward-looking statements. The information relating to a discussion of the year ended December 31, 2023 compared to the year ended December 31, 2024, as set forth under the heading “Management’s discussion and analysis of financial condition and results of operations” as described in our Form 20-F for the fiscal year ended December 31, 2024, is incorporated by reference. Overview We provide market access, infrastructure services and essential liquidity to clients across global commodity and financial markets. The Group provides comprehensive breadth and depth of coverage across four services: Clearing, Agency and Execution, Market Making and Hedging and Investment Solutions. It has a leading franchise in many major metals, energy and agricultural products, with access to more than 60 exchanges. Marex has over 3,400 active clients, including some of the largest commodity producers, consumers and traders, banks, hedge funds and asset managers. With more than 50 offices worldwide, the Group has over 3,000 employees across Europe, Asia and the Americas. Our business is organized into four interconnected and supporting services, which combine to provide our clients with access to the full value chain in our industry from clearing to execution. Clearing is at the heart of our business, providing the infrastructure that connects clients to global exchanges. We also offer clients access to deep liquidity pools both on an agency and principal basis across a range of different commodities and financial markets, including metals, agriculture, energy, equities and fixed income. If there is no on-exchange solution that meets a client’s needs, we can create bespoke, off-exchange hedging solutions. Our services are characterized by a deep understanding of products, markets and clients’ needs. Our five segments, which consist of our four reporting business segments (Clearing, Agency and Execution, Market Making and Hedging and Investment Solutions) and our Corporate reporting segment, are: •Clearing: Clearing is the interface between exchanges and clients. Clearing provides the connectivity that allows our clients access to exchanges and central clearing houses. As clearing members, Clearing acts as principal on behalf of our clients and generates revenue on a commission per trade basis. Clearing provides clearing services across markets including metals, agricultural products, energy and financial securities across different geographies. •Agency and Execution: Agency and Execution provides essential liquidity and execution services to our clients primarily in the energy and financial securities markets. Our energy division provides essential liquidity to clients by connecting buyers and sellers in the energy markets to facilitate price discovery. We have significant positions in many of the markets we operate in, including key gas and power markets in Europe; environmental, and crude markets in North America; and oil products globally. We achieve this through the breadth and depth of the services we offer to customers, including market intelligence for each product we transact in, based on the extensive knowledge and experience of our teams. Our Securities division provides essential liquidity and risk management solutions to clients across global financial markets. 79 Leveraging our international network, we connect buyers and sellers in equities, credit, financing, foreign exchange (FX), and rates, enabling efficient price discovery and tailored hedging strategies. Through our Prime Services business we deliver comprehensive solutions for institutional clients, including clearing, custody, capital introduction, portfolio financing, and outsourced trading. •Market Making: Market Making acts as principal to provide direct market pricing to professional and wholesale counterparties, primarily within the metals, agriculture, energy and financial securities markets. The Market Making segment primarily generates revenue through charging a spread between buying and selling prices, without taking significant proprietary risk. The Market Making operations are diversified across geographies and asset classes. •Hedging and Investment Solutions: Hedging and Investment Solutions offers bespoke hedging and investment solutions to our clients and generates revenue through a return built into the product pricing. Tailored hedging solutions allow producers and consumers of commodities to hedge their exposure to movements in market prices, as well as exchange rates, across a variety of different time horizons. •Corporate: Corporate manages the control and support functions of the Group and provides operational support to the business functions. In addition, Corporate manages the Group’s funding requirements. Interest expense is incurred through debt securities issuance, which is recharged to other segments through inter-segmental funding allocations to reflect their consumption of these resources. Recent Developments (a) Interim dividend The Group approved the payment of a dividend of $0.15 to be paid on March 31, 2026 to the shareholders on record at the close of business on March 16, 2026. (b) Acquisition of Valcourt SA On 22 October 2025, the Group announced that it had agreed terms to acquire Valcourt SA to enhance the Group's fixed income business. The acquisition will bring a substantial distribution offering which is consistent with the Group's strategy to add new clients and new capabilities to its platform to diversify earnings. The acquisition is subject to regulatory approval and is expected to complete early in the second quarter of 2026; accordingly, the related financial effect cannot currently be reliably estimated. (c) Acquisition of Webb Traders On February 05, 2026, the Group announced the acquisition of Webb Traders, a European equity derivatives market maker, to supplement its market making capabilities. The acquisition is expected to further enhance the Group’s established Equity Linked Structured Products platform and allow the Group to internalize hedging, enhance profit margins and provide better pricing for clients. Regulatory approvals are progressing, with completion expected in Q2 2026. 80 Key Factors Affecting Our Performance and the Comparability of Our Financial Results Volatility in Commodity Prices and General Economic Activity Levels We generate revenue primarily from commissions and the spreads we make facilitating and executing client orders as part of our Clearing, Agency and Execution, Market Making and Hedging and Investment Solutions businesses. We generate revenues in our Agency & Execution, Market Making and Hedging and Investment Solutions segments, where we act on a matched principal basis or as a market maker in commodities, securities and other financial instruments. These revenue sources depend substantially on client trading volumes, and commodity and other financial asset pricing levels, which are affected by a wide range of factors, many of which are beyond our control. These factors include volatility and pricing levels in commodities, currency, securities and inflation rates and general economic conditions and developments. High volatility and rising commodity or financial instrument prices generally increase trading activity, whereas low volatility and declining pricing levels generally reduce trading activity and our revenue. Reductions in economic activity and growth levels, particularly in emerging markets, also reduce trading activity. Geopolitical developments, including, but not limited to, the imposition of sanctions, tariffs or embargoes against a specific country or parties, civil unrest, terrorist activity, domestic military intervention or revolution and international armed conflicts, impact the production, availability and cost of certain commodities and other financial assets from time to time and can cause substantial volatility in related asset prices. For example, in recent years, the energy, grain, metals and securities markets have experienced significant volatility due to international armed conflicts and geographic tensions in various regions. Energy markets in particular have been affected by the extensive sanctions imposed by the United States, the European Union, the United Kingdom and others on certain countries and their government officials, private individuals and companies. Such conflicts and sanctions have disrupted traditional supply chains, with producing regions accounting for significant portions of global exports. Following the introduction of sanctions and trade restrictions, the price of oil, gas and coal have experienced substantial increases. Given that certain conflict regions are large producers of grain for global markets, the disruption of trade flows has also significantly impacted activity in the agricultural markets. International armed conflicts and geopolitical tensions have also disrupted financial markets. Such significant increases in volatility have resulted in increased client activity and higher revenue in our business segments. A reduction in the production or availability, or increase in the cost, of relevant commodities and other financial assets (or a market perception that changes with respect to these factors has or may become likely) generally results in increased volatility. In the short term, higher volatility generally leads to an increase in commodities and other financial assets trading volumes and revenues for our business. However, if geopolitical developments impact production or the availability of a relevant commodity for an extended period, trading volumes may be reduced. Lower volumes of associated economic activity could also adversely impact our financial performance. The impact of any significant increase in volatility or disruption in commodity and other financial markets is seen most notably in our Market Making business. There are generally fewer providers of liquidity during periods of volatility, which leads to wider bid-offer spreads and increased hedging activity. These conditions present us with an opportunity to increase our trading volumes and revenue in our Market Making business. In Clearing, increased client trading volumes generally translate to higher commission revenue. However, sustained periods of market stress or sharp market dislocation may adversely affect our businesses, particularly Clearing, by increasing intraday liquidity demands, margin requirements and default risk. 81 Interest Income As part of our Clearing and Hedging and Investment Solutions businesses, we maintain large cash and financial instrument (including Treasury Bills) balances on behalf of clients with exchanges, Clearing Houses, brokers and banks. We also maintain our own cash balances. We earn interest on these balances and do not pay interest on all client balances. Accordingly, we are generally able to retain a significant portion of the interest we earn on such balances. Because of the size of our cash and holdings of investable securities, movements in interest rates can have a significant impact on the results of our operations and our financial condition. Our net interest income is also influenced by the interest we pay on debt securities and other financing arrangements. Interest rates may change for a variety of reasons, including external factors outside of our control, such as government macroeconomic policies and responses to levels of inflation. If interest rates fall in future periods, our NII will likely decrease. Although we share interest income with certain clients, we generally retain a significant portion of the interest we earn. As a result, lower interest rates would negatively impact our NII. Expansion and Consolidation through Acquisitions and Investments in New Capabilities We have expanded our business substantially through acquisitions and investments in new capabilities. As a result, we have extended both our product coverage and geographic footprint and substantially increased the scale and scope of our business. Recent acquisitions, including businesses such as Hamilton Court Group, Aarna Capital Limited, Agrinvest Commodities and Winterflood Securities, have strengthened our presence in the Americas, Middle East, Europe and APAC. Acquisitions have also supported the scaling of Prime Services and the broadening of our platform beyond traditional exchange volume-linked activity. Acquisitions and investments in new capabilities may continue to extend our product breadth and client reach but we may also face operational challenges in integration which could adversely affect our financial results. Industry Competition and Employee Compensation The success of our business depends upon our ability to offer competitive products and services, which is underpinned by having a strong employee base, including front-office staff, who help to provide our competitive products and services to our growing client base. Climate Change We provide liquidity to and match counterparties across key energy markets, including crude oil, residual fuel oil, middle distillates, naphtha and gasoline, as part of our Agency and Execution and Market Making businesses. Changes in laws, regulations, policies, social attitudes, client preferences, market dynamics and technological developments and innovations relating to climate change and the transition to a lower carbon economy have decreased the demand, and therefore the size, of the markets for certain energy products where we have historically had significant market shares (such as fuel oil). However, such changes have also created opportunities for us to expand into and capture market share in new energy products (such as renewables). The development and creation of new energy products are less predictable (such as wind power), which may lead to increased levels of volatility. We have a significant presence in the global agricultural markets, with established teams in London, New York and Chicago that broker and trade agricultural products, including coffee, cotton, cocoa, dairy, forestry, grains and oil seeds, livestock and sugar. As a result, the physical impacts of climate change and climate change-driven severe weather events have had, and are expected to continue to have, a direct impact on trading volumes in certain products. For example, activity 82 levels in the cocoa, coffee, sugar and grain commodity markets have been impacted by severe weather exacerbated by climate change. Exchange Rates We report our financial results in U.S. dollars. However, a significant proportion of our costs are incurred, and a proportion of our trading activity is conducted, in currencies other than the U.S. dollar. The results of our operations and our financial condition may therefore be significantly affected by movements in the exchange rates between the U.S. dollar and other currencies, particularly GBP and Euro. As we have extensive operations in the United Kingdom, including significant back-office and other support staff and lease obligations for office space, any appreciation in GBP against the U.S. dollar would increase our reported expense levels. As our levels of commissions earned are tied to the volume and pricing levels of commodities traded, any appreciation in the Euro against the U.S. dollar would lead to an increase in the level of our reported commissions from trading activity in commodities priced in Euro. To minimize our exposure to exchange rate volatility, we use foreign exchange forward contracts to hedge our material future dated GBP commitments. These foreign exchange forward contracts are designated as cash flow hedges and have terms that do not exceed 24 months. Regulation We operate in highly regulated jurisdictions and industries. Applicable regulations influence the type of products we may offer clients, and, therefore, these regulations have a significant effect on our revenue and profitability. Our business is subject to direct and indirect regulation by a variety of regulators in multiple jurisdictions, including the FCA in the United Kingdom, the CFTC, NFA, SEC and FINRA in the United States and the AMF and the ACPR in France. See Item 4B. “Business Overview—Regulation.” We are required to meet capital adequacy tests in certain jurisdictions to ensure that we have sufficient capital to mitigate risks from market movements and client and counterparty default. In recent years, regulators have developed new regulations and other reforms designed to strengthen the financial system and improve the operation of global financial markets. These regulations have impacted the way we conduct our business. For example, under the IFPR, a prudential regime for U.K.-authorized investment firms, we are subject to consolidated prudential supervision by the FCA. To ensure regulatory compliance, we have invested, and expect to continue to invest, in our compliance and legal functions. We are also subject to routine and ad hoc internal and external regulatory inquiries and investigations. Additional regulation, inquiries or changes in rules promulgated by the authorities and regulators that oversee our business may also increase our compliance costs. Applicable regulations also influence the behavior of our clients. In recent years, regulators have generally tightened the capital, leverage and liquidity requirements of commercial and investment banks and taken steps to limit or separate their activities to reduce systemic and contagion risk. The volumes of transactions our clients conduct with commercial and investment banks may be affected by their reactions to any such regulatory changes. Regulatory developments relating to certain asset classes also continue to evolve across various jurisdictions, which can impact our ability to offer certain services. In particular, the regulatory approach to digital assets is an area that is under constant review by financial services regulators. Applicable regulations may affect our ability to offer certain digital asset products and services, the pace at which we expand those activities and the costs of doing so. 83 Components of Results of Operations The following describes certain line items in our consolidated income statement. Revenue Our revenue consists of: Net Commission Income Sales and brokerage commissions are generated by internal brokers and introducing broker dealers when the customers trade exchange traded derivatives, over- the-counter (“OTC”) traded derivatives, fixed income securities and equity securities. We are responsible for executing and clearing the customers’ purchases and sales. As such, we act as principal, and our commission and fee income is recognized on a gross basis. Commissions on exchange traded derivatives and OTC traded derivatives are recognized at a point in time on the trade date when a client order is cleared or executed (i.e. when the performance obligation is satisfied). Commissions on traded securities are sale-based commissions that are recognized at a point in time on the trade date. Sales based commissions are typically a fixed fee per security transaction and in certain instances, are based on a percentage of the transaction value. Commission charged to customers on clearing transactions recoup clearing fees and other fee expenses incurred. Clearing fees earned represent the recharge of transaction-based fees charged by the various exchanges and clearing organizations at which we or one of our clearing brokers are a member for the purpose of executing and/or clearing trades through them. Clearing fees incurred are generally passed through to clients’ accounts and are reported gross as we maintain control over the clearing and execution services provided, maintain relationships with the exchanges or clearing brokers and have ultimate discretion in whether the fees are passed through to the clients and the rates at which they are passed through. As clearing fees charged are transactional based, they are recognized at a point in time on the trade date along with the related commission income when the client order is cleared or executed. In connection with the execution and clearing of trades, we are required to pay fees to the executing brokers, exchanges, clearing organizations and banks. These fees are based on transaction volumes and recognized as commission and fee expense on the trade date. We also pay commissions to third-party introducing brokers (individuals or organizations) that maintain relationships with clients and introduce them to us. Introducing brokers accept orders from clients while we provide the accounts, transaction, margining and reporting services, including money and securities from clients. Introducing broker commissions are determined monthly and presented in commission and fee expense in the income statement and settled quarterly. Commission and fee expenses are generally passed through to clients’ accounts. No other costs related to the generation of commission income are included within commission and fee expense. Net Trading Income Net trading income includes realized and unrealized gains and losses derived from transactions in OTC derivatives, exchange traded derivatives, equity instruments, stock borrowing and stock lending, repurchase and reverse repurchase agreements, fixed income securities and foreign exchange. These transactions are the result of trading activity, being managed at fair value. As such the resulting net trading income includes the gains and losses on transactions executed 84 with clients and other counterparties, and where we enter into these transactions on its own account. Net trading income also includes fair value movements on the following financial liabilities designated at fair value through profit or loss: •Structured notes, are hybrid debt securities issued. Fair value movements, excluding those related to own credit risk and interest expense, are recorded in net trading income; •Repurchase agreements and stock loans, held as part of our trading book, are managed at fair value. The fair value movements, including the realised gain or loss on settlement, and the interest derived from the activity is recorded within net trading income. In certain transactions, the transaction price of the financial instrument differs from the fair value calculated using valuation models. This difference is called day 1 profit or loss and is recognized immediately in the income statement in net trading income only when: •the fair value determined using valuation models, is based only on observable inputs or •the fair value determined using valuation models is based on both observable and unobservable inputs, but the impact of the unobservable inputs in the fair value is insignificant. In all other cases, the financial instrument is initially recognized at the transaction price, and the recognition of day 1 profit or loss is deferred and amortized through the term of the deal or to the date when unobservable inputs /become observable (if sooner) unless specific factors relevant to the trade require a specific recognition pattern. Net Interest Income Interest income includes the interest earned on the cash and financial instruments balances held on behalf of our clients as well as on our own cash balances and the interest earned from investments in reverse repurchase agreements and U.S. Treasuries which are undertaken on our behalf instead of the facilitation of our market making and opportunistic trading activities. Interest income is calculated using the effective interest rate method. The effective interest rate is the rate that exactly discounts the estimated future cash payments or receipts over the expected life of the financial instrument to the gross carrying amount of the financial asset (before adjusting for expected credit losses) or the amortized cost of the financial liability. Interest expense includes interest paid to our clients on their balances and interest paid on debt securities issued and other drawn borrowings. Interest expense is calculated using the effective interest method. The interest expense component of our structured notes, designated at fair value through profit or loss, is also presented in interest expense. This approach aligns with the way that we manage the issued debt securities, as we consider the structured notes to be a source of liquidity and funding and therefore the interest flows are crucial to understanding our interest rate sensitivity. Net Physical Commodities Income We enter into contracts to purchase physical commodities for the purpose of selling in the near future (90 days on average) to generate a profit from the fluctuations in prices. In accordance with IFRS 9, these contracts are recognized and measured at fair value, with the resulting fair value gains and losses included in net physical commodities income. Contracts to purchase and sell physical commodities are provisionally priced at the date that an initial invoice is issued. Provisionally priced contracts are contracts where the price of the contract is subject to adjustments resulting from these contracts being priced against a future quoted price after settlement of the 85 underlying commodity. Provisionally priced payables and receivables are measured initially and subsequently at their fair value through profit or loss until settlement and are presented within trade payables in the trade and other payables and trade debtors in the trade and other receivables line item in the statement of financial position. Expenses Compensation and benefits Compensation and benefits are mainly comprised of wages and salaries including related employer national insurance contributions and similar taxes, share-based compensation expense (refer to Note 33 to our consolidated financial statements included elsewhere in this Annual Report for further detail), as well as short-term employee benefits and retirement benefits. For short-term employee benefits, a liability is recognized for the amount expected to be paid if we have a present legal or constructive obligation to pay this amount as a result of past service provided by the employee, and the obligation can be estimated reliably. For retirement benefits, we operate defined contribution schemes. Payments to such defined contribution retirement benefit schemes are recognized as an expense when employees have rendered services entitling them to contributions. We expect to incur compensation and benefits costs with respect to new awards granted to our employees. Depreciation and Amortization Depreciation of property, plant and equipment begins when such assets are available for use (i.e., when they are in the location and condition necessary to be capable of operating in the manner intended by management). Depreciation is calculated on a straight-line basis over an asset’s estimated useful life. Amortization of intangible assets relates to customer relationships, brands and software which all have a finite useful life. These intangible assets are amortized on a straight-line basis over the period we expect to benefit from using them. Software includes both hosted and internally developed software solutions. Other Expenses Other expenses mainly relate to expenses for professional fees, non-trading technology and support, trading systems and market data, occupancy and equipment rental, travel and business development, communications and bank fees. Impairment of Goodwill Goodwill has an indefinite useful economic life and is measured at cost less any accumulated impairment losses. It is tested for impairment annually and whenever there is an indicator of impairment. Where the carrying value exceeds the higher of the value in use or fair value less cost to sell, an impairment loss is recognized in the income statement. Provision for credit losses We recognize a loss allowance for expected credit losses (“ECLs”) on investments in debt instruments that are measured at amortized cost or at fair value through other comprehensive income. No impairment loss is recognized for investments in equity instruments. The amount of ECLs is updated at each reporting date to reflect changes in credit risk since initial recognition of the respective financial instrument. We always recognize lifetime ECLs for trade receivables. ECLs are a probability-weighted estimate of credit losses based on both quantitative and qualitative information and analysis, based on our historical experience and informed credit assessment and forward-looking expectation. 86 Bargain Purchase Gain on Acquisitions A bargain purchase results when a business is acquired for less than the fair market value of its net assets, such as if the acquisition date amounts of the identifiable assets, liabilities and contingent liabilities acquired exceed the sum of the fair value of consideration transferred. A bargain gain is recognized in the income statement. Other Income Other income relates mainly to a research and development tax expenditure credit and the fair value movements of an investment in a clearing exchange. The investment in the clearing exchange is measured at fair value through profit or loss since it is not held as a strategic investment. Share of Results in Associates and Joint Ventures Our investment in our associates is accounted for using the equity method. Under the equity method, the investment in an associate or a joint venture is initially recognized at cost. The carrying amount of the investment is adjusted to recognize changes in our share of net assets of the associate or joint venture since the acquisition date. The income statement reflects our share of the results of operations of the associate. Tax Tax expense represents the sum of the tax currently payable and deferred tax. A mix of geographical revenue and costs in any given period drives our effective tax rate. As our business decisions are not driven by a targeted tax rate, but rather by operating activities, this will introduce variability in our effective tax rate year over year, which impacts our net results. A.Operating Results For the years ended December 31, 2025 and 2024 The following table sets forth the results of operations for the years ended December 31, 2025 and 2024. 87 Year EndedDecember 31, 2025 2024 (m) $ $ Consolidated income statement Commission and fee income ............................................................................................... 1,823.0 1,618.1 Commission and fee expense ............................................................................................. (845.5) (762.0) Net commission income ................................................................................................... 977.5 856.1 Net trading income ............................................................................................................. 851.9 492.4 Interest income ...................................................................................................................... 912.8 765.2 Interest expense .................................................................................................................... (760.2) (538.1) Net interest income ............................................................................................................ 152.6 227.1 Net physical commodities income ................................................................................. 42.1 19.1 Revenue ............................................................................................................................ 2,024.1 1,594.7 Expenses Compensation and benefits ............................................................................................ (1,234.2) (971.1) Depreciation and amortisation ....................................................................................... (36.1) (29.5) Other expenses ................................................................................................................ (353.9) (306.3) Net recovery of credit losses .......................................................................................... 0.7 1.7 Bargain purchase gain on acquisitions .............................................................................. 3.6 — Other income ......................................................................................................................... 7.4 6.3 Profit before tax from continuing operations .............................................................. 411.6 295.8 Tax ...................................................................................................................................... (103.7) (77.8) Profit after tax from continuing operations ................................................................. 307.9 218.0 Loss after tax from discontinued operations .............................................................. (0.2) — Profit after tax ...................................................................................................................... 307.7 218.0 Revenue Revenue increased by $429.4m to $2,024.1m (2024: $1,594.7m), with growth across all operating segments and contributions from acquisitions completed during the year. Net Commission Income Net commission income increased by $121.4m to $977.5m (2024: $856.1m), driven mainly by Agency and Execution, which rose $103.8m to $700.9m (2024: $597.1m). In Agency and Execution, growth was led by Securities, with increases across Credit, Prime, FX, Rates and Equities. The biggest growth area was Equities driven by growth across our equity derivatives and cash equities desks. This growth was supported by new product launches and entry into new markets which drove higher client engagement. Energy commission revenue also increased, underpinned by strong market conditions in the first half of 2025. Commission income growth was supported by Clearing, which increased $12.4m to $275.4m (2024: $263.0m) reflecting increased client activity and volumes, with contracts cleared increasing 15% to 1,280m (2024: 1,116m), supported by strong client retention, onboarding of new larger institutional clients and continued expansion across regions. The remaining growth was driven by an increase in Market Making of $5.2m to $1.2m (2024: loss of $4.0m). 88 Net Trading Income Net trading income, rose by $359.5m to $851.9m (2024: $492.4m). Growth was led by Agency and Execution, which increased by $271.7m to $333.0m (2024: $61.3m) reflecting growth in Securities, in particular the strategic expansion of Prime Services, as well as FX as we grew our offering following the integration of Hamilton Court. This was supported by growth in Solutions, which increased by $62.5m to $272.8m (2024: $210.3m) reflecting higher client activity across both Financial Products and Hedging Solutions. The remaining growth was driven by an increase in Clearing of $20.0m to $25.2m (2024: $5.2m) and Market Making of $5.3m to $220.9m (2024: $215.6m). Net Interest Income Net interest income decreased by $74.5m to $152.6m (2024: $227.1m), driven by a nearly 100 bps reduction in average Fed Funds rates alongside higher funding costs. Higher funding costs reflected senior debt issuances in November 2024 ($600m) and May 2025 ($500m), alongside ongoing structured note issuance. These were partially offset by growth in average balances to $18.3bn (2024: $13.5bn). Net Physical Commodities Income Net physical commodities income increased by $23.0m to $42.1m (2024: $19.1m), primarily reflecting higher sales volumes of physical recycled metal driven by increased demand from clients, and supported by growth in revenue generated from physical crude and petrochemicals. Hedging activity undertaken to mitigate the related market risk partially offsets a portion of these gains and is included as a reduction within trading income. Expenses Compensation and benefits Compensation and benefits increased $263.1m to $1,234.2m (2024: $971.1m), reflecting higher performance-related compensation associated with stronger profitability and higher average FTEs. Average Group FTEs increased 452 to 2,786 (2024: 2,334), reflecting the integration of acquisitions and our continued investment in technology, risk, finance and compliance capabilities. Depreciation and amortization Depreciation and amortization increased $6.6m to $36.1m (2024: $29.5m), primarily reflecting the depreciation and amortization of assets acquired during the year, including right-of- use assets and property, plant and equipment, as well as continued investment in technology and infrastructure to support growth. Other expenses Other expenses increased $47.6m to $353.9m (2024: $306.3m). The increase was driven by the impact of acquisitions and continued investment in our technology infrastructure to accelerate business growth, alongside higher professional fees. Tax Tax expense increased by $25.9m to $103.7m (2024: $77.8m), broadly in line with the increase in profitability, with profit before tax rising to $411.6m (2024: $295.8m). As a result, the effective tax rate was 25% (2024: 26%). 89 Segment Revenue and Adjusted Profit Before Tax¹ Our Revenue and Adjusted Profit Before Tax¹ by operating segment is summarized below. Years Ended December 31, 2025 and 2024 Years EndedDecember 31, 2025 2024 (m) Revenue $ $ Clearing ........................................................................................................................... 528.2 466.3 Agency and Execution .................................................................................................. 1,049.2 695.2 Market Making ................................................................................................................ 235.5 207.8 Hedging and Investment Solutions ............................................................................. 196.8 161.5 Corporate ........................................................................................................................ 14.4 63.9 Total Revenue ...................................................................................................................... 2,024.1 1,594.7 Adjusted Profit Before Tax¹ .............................................................................................. Clearing ........................................................................................................................... 261.5 247.3 Agency and Execution .................................................................................................. 280.9 107.9 Market Making ................................................................................................................ 68.9 65.6 Hedging and Investment Solutions ............................................................................. 43.5 42.0 Corporate ........................................................................................................................ (236.7) (141.7) Total Adjusted Profit Before Tax¹ ................................................................................... 418.1 321.1 1. These are non-IFRS financial measures. See Section: ”Non-IFRS Measures and Key Performance Indicators” for additional information and for a reconciliation of each such IFRS measure to its most directly comparable IFRS measure. Clearing Clearing revenue increased by $61.9m to $528.2m (2024: $466.3m), supported by increases across all revenue line items: commission income, net interest income and net trading income. Clearing net interest income increased by $29.5m to $227.6m (2024: $198.1m) as average clearing client balances increased from $11.0bn in 2024 to $13.0bn in 2025, more than offsetting interest rate cuts during the year. Balance growth was broadly split between new client acquisitions and increased balances from existing clients. Clearing net commission income increased $12.4m to $275.4m (2024: $263.0m), reflecting increased client activity and volumes as contracts cleared increased to 1,280m (2024: 1,116m). The remaining growth was driven by an increase in Clearing net trading income of $20.0m to $25.2m (2024: $5.2m). Clearing Adjusted Profit Before Tax¹ increased by $14.2m to $261.5m (2024: $247.3m) driven by revenue growth in all financial statement line items and higher clearing client balances. Clearing Adjusted Profit Before Tax Margin¹ decreased by 350 bps to 49.5% (2024: 53.0%), reflecting a change in revenue mix and continued investment in technology, market access and regional expansion to support future growth. 90 Agency and Execution Agency and Execution revenue increased $354.0m to $1,049.2m (2024: $695.2m), reflecting strong growth in Securities and Energy. Securities revenue increased $303.1m to $710.3m (2024: $407.2m), driven by Prime, which contributed $174.6m growth, as well as growth across FX (+$51.8m) , Equities (+$47.0m), Rates (+$20.5m), Credit (+$9.9m) and other securities (-$0.7m). Energy revenue increased $45.0m to $331.3m (2024: $286.3m), reflecting broad based growth across the platform, underpinned by strong market conditions in H1 2025 that drove record volumes, before activity moderated in the second half of the year. Other Agency and Execution revenue increased by $5.9m to $7.6m (2024: $1.7m). Agency and Execution Adjusted Profit Before Tax¹ increased $173.0m to $280.9m (2024: $107.9m) and the Agency and Execution Adjusted Profit Before Tax Margin¹ increased by 1,130 bps to 26.8% (2024: 15.5%), reflecting growth in higher-margin activities, particularly Prime and Securities financing, alongside productivity gains. Market Making Market Making revenue increased $27.7m to $235.5m in 2025 (2024: $207.8m), driven by strong growth in Metals, Securities and Energy, which more than offset softer conditions in Agriculture highlighting the resilience of our multi-asset approach in Market Making amid a mixed market backdrop in 2025, driven by rising tariffs and heightened uncertainty. Market Making Adjusted Profit Before Tax¹ increased by $3.3m to $68.9m (2024: $65.6m) reflecting the growth in revenue. The Market Making Adjusted Profit Before Tax Margin¹ decreased by 230 bps to 29.3% (2024: 31.6%). Hedging and Investment Solutions Solutions revenue increased $35.3m to $196.8m (2024: $161.5m), reflecting higher client activity across both Financial Products and Hedging Solutions. Financial Products revenue increased $25.2m to $117.5m (2024: $92.3m), driven by strong performance in structured products (equities, fixed income and digital assets), while Hedging Solutions revenue increased $10.1m to $79.3m (2024: $69.2m), reflecting growth in client volumes and expansion of the hedging client base. Hedging and Investment Solutions Adjusted Profit Before Tax¹ increased $1.5m to $43.5m (2024: $42.0m), while the corresponding Adjusted Profit Before Tax Margin¹ decreased by 390 bps to 22.1% (2024: 26.0%), primarily reflecting the impact of higher technology platform costs and continued investment in people to support long term growth, scalability and product diversification. 1.These are non-IFRS financial measures. See Section: ”Non-IFRS Measures and Key Performance Indicators” for additional information and for a reconciliation of each such IFRS measure to its most directly comparable IFRS measure. Corporate Corporate manages the control and support functions of the Group and provides operational support to the business functions. In addition, Corporate manages the Group’s funding requirements. Interest expense is incurred through the issuance of senior debt and structured notes which is recharged to other segments through inter-segmental funding allocations to reflect their consumption of these resources. Revenue in 2025 reduced to $14.4m (2024: $63.9m) as the Group maintained surplus levels of liquidity during the year. 91 Our Corporate Adjusted Profit Before Tax1 was a loss of $236.7m for 2025 (2024: loss of $141.7m). Reflecting an increase in discretionary pay linked to the performance of the Group, the recently completed acquisitions and continued investment across our finance, risk, technology and compliance functions as we invest in our people and systems to support the Group's future growth. 1.These are non-IFRS financial measures. See Section: ”Non-IFRS Measures and Key Performance Indicators” for additional information and for a reconciliation of each such IFRS measure to its most directly comparable IFRS measure. Non-IFRS Measures and Key Performance Indicators In addition to our results determined in accordance with IFRS Accounting Standards (IFRS), we believe the following non-IFRS measures provide useful information both to management and investors in measuring our financial performance for the reasons outlined below. These measures may not be comparable to similarly titled measures presented by other companies, and they should not be construed as an alternative to other financial measures determined in accordance with IFRS. Adjusted Profit Before Tax We define Adjusted Profit Before Tax as profit after tax adjusted for (i) tax, (ii) goodwill impairment charges, (iii) acquisition costs, (iv) bargain purchase gains, (v) owner fees, (vi) amortization of acquired brands and customer lists, (vii) activities in relation to shareholders, (viii) employer tax on the vesting of Growth Shares, (ix) IPO preparation costs, (x) fair value of the cash settlement option on the Growth Shares and (xi) public offering of ordinary shares. Items (i) to (xi) are referred to as “Adjusting Items.” Adjusting Items are excluded because they are not reflective of our ongoing underlying trading performance. They typically relate to acquisition accounting, shareholder-related activities and other non-recurring items, which can vary significantly between periods and are not considered part of the Group’s core operations. Adjusted Profit Before Tax is an important measure used by our management to evaluate and understand our underlying operations and business trends, forecast future results and determine future capital investment allocations. Adjusted Profit Before Tax is the measure used by our executive board to assess the financial performance of our business in relation to our trading performance and hence it is our segments performance measure presented under IFRS Accounting Standards. Adjusted Profit Before Tax is also presented on a consolidated basis because our management believes it is important to consider our profitability on a basis consistent with that of our operating segments. When presented on a consolidated basis, Adjusted Profit Before Tax is a non-IFRS measure. The most directly comparable IFRS measure is profit after tax. We believe Adjusted Profit Before Tax is a useful measure as it allows management to monitor our ongoing core operations and provides useful information to investors and analysts regarding the net results of the business. The core operations represent the primary trading operations of the business. Adjusted Profit Before Tax Margin We define Adjusted Profit Before Tax Margin as Adjusted Profit Before Tax (as defined above) divided by revenue. We believe that Adjusted Profit Before Tax Margin is a useful measure as it allows management to assess the profitability of our business in relation to revenue. IFRS accounting standards do not define profit margin. Therefore the most directly comparable IFRS measure for profit margin is Profit After Tax divided by revenue. 92 Adjusted Profit After Tax Attributable to Common Equity We define Adjusted Profit After Tax Attributable to Common Equity as profit after tax adjusted for the items outlined in the Adjusted Profit Before Tax paragraph above. Additionally, Adjusted Profit After Tax Attributable to Common Equity is also adjusted for (i) tax and the tax effect of the Adjusting Items to calculate Adjusted Profit Before Tax, the tax effect of the other Adjusting Items was calculated at the Group’s effective tax rate for the respective period (2025: 25%; 2024: 26%; 2023: 28% and (ii) profit attributable to AT1 note holders, net of tax, which is the coupons on the AT1 issuance and accounted for as dividends adjusted for the tax benefit of the coupons and (iii) profit attributable to non-controlling interest. Common equity is a non-IFRS measure and we define Common Equity as being the equity belonging to the holders of the Group’s share capital. We believe Adjusted Profit After Tax Attributable to Common Equity is a useful measure as it allows management to assess the profitability of the equity belonging to the holders of the Group’s share capital. The most directly comparable IFRS measure is profit after tax. The most directly comparable IFRS measure to Common equity is total equity. Adjusted Return on Equity We define the Adjusted Return on Equity as the Adjusted Profit After Tax Attributable to Common Equity (as defined above) divided by the average Common Equity for the period. Common Equity is defined as being the equity belonging to the holders of the Group’s share capital. Average Common Equity is calculated as the average of Common Equity as at December 31, of the prior period, March 31, June 30, September 30, and December 31, of the current period. We believe Adjusted Return on Equity is a useful measure as it allows management to assess the return on the equity belonging to the holders of the Group’s share capital. The most directly comparable IFRS Accounting Standards measure for Adjusted Return on Equity is Return on Equity, which is calculated as profit after tax for the period divided by average equity. Average equity is calculated as the average of total equity as at December 31, of the prior year, March 31, June 30, September 30, and December 31, of the current year. Adjusted Basic Earnings per Share and Adjusted Diluted Earnings per Share Adjusted Basic Earnings per Share is defined as the Adjusted Profit After Tax Attributable to Common Equity for the period divided by the weighted average number of ordinary shares for the period. We believe Adjusted Basic Earnings per Share is a useful measure as it allows management to assess the profitability of our business per share. The most directly comparable IFRS Accounting Standards metric is Basic Earnings per Share. This metric has been designed to highlight the Adjusted Profit After Tax Attributable to Common Equity over the available share capital of the Group. Adjusted Diluted Earnings per Share is defined as the Adjusted Profit After Tax Attributable to Common Equity for the period divided by the diluted weighted average shares for the period. We believe Adjusted Diluted Earnings per Share is a useful measure as it allows management to assess the profitability of our business per share on a diluted basis. Dilution is calculated in the same way as it has been for Diluted Earnings per Share. The most directly comparable IFRS Accounting Standards metric is Diluted Earnings per Share. Adjusted Sharpe ratio We define the Adjusted Sharpe ratio as the ratio calculated as the average of monthly Adjusted Profit Before Tax (as defined above) divided by the standard deviation of monthly Adjusted Profit Before Tax. The Adjusted Sharpe ratio is used by management to measure our underlying 93 earnings stability and assess the scale of the increase in our Adjusted Profit Before Tax. The most directly comparable IFRS ratio is the Sharpe ratio, which is calculated as the average monthly profit after tax divided by the standard deviation of monthly profit after tax. Year Ended December 31, 2025 2024 2023 ($m, except percentage, earnings per share and ratio) Non-IFRS Measures Adjusted Profit Before Tax .............................................................. 418.1 321.1 230.0 Adjusted Profit Before Tax Margin ................................................ 20.7% 20.1% 18.5% Adjusted Profit After Tax Attributable to Common Equity .......... 303.9 231.0 162.6 Adjusted Return on Equity ............................................................. 29.9% 29.8% 26.0% Adjusted Basic Earnings per Share ($)1 ...................................... $4.26 $3.34 $2.46 Adjusted Diluted Earnings per Share ($)2 .................................... $3.99 $3.07 $2.31 Adjusted Sharpe ratio ..................................................................... 6.3 5.2 4.3 1.The weighted average numbers of shares used in the calculation for the years ended December 31, 2025, 2024 and 2023 were 71,352,867, 69,231,625 and 66,018,514 respectively. 2.The weighted average numbers of diluted shares used in the calculation for the years ended December 31, 2025, 2024 and 2023 were 76,126,884, 75,279,454 and 70,323,467 respectively. We believe that these non-IFRS measures provide useful information to both management and investors by excluding certain items that management believes are not indicative of our ongoing operations. Our management uses these non-IFRS measures to evaluate our business strategies and to facilitate operating performance comparisons from period to period. We believe that these non-IFRS measures provide useful information to investors because they improve the comparability of our financial results between periods and provide for greater transparency of key measures used to evaluate our performance. In addition, we believe Adjusted Profit Before Tax, Adjusted Profit Before Tax Margin, Adjusted Profit After Tax Attributable to Common Equity, Adjusted Return on Equity, Adjusted Basic Earnings per Share, Adjusted Diluted Earnings per Share and the Adjusted Sharpe ratio are measures commonly used by investors to evaluate companies in the financial services industry. However, they are not presentations made in accordance with IFRS, and the use of the terms Adjusted Profit Before Tax, Adjusted Profit Before Tax Margin, Adjusted Profit after Tax Attributable to Common Equity, Adjusted Return on Equity, Adjusted Basic Earnings per Share, Adjusted Diluted Earnings per Share and the Adjusted Sharpe ratio may vary from others in our industry. Adjusted Profit Before Tax, Adjusted Profit Before Tax Margin, Adjusted Profit after Tax Attributable to Common Equity, Adjusted Return on Equity, Adjusted Basic Earnings per Share, Adjusted Diluted Earnings per Share and the Adjusted Sharpe ratio (or similar measures) are frequently used by securities analysts, investors and other interested parties in their evaluation of companies comparable to us, many of which present related performance measures when reporting their results. Adjusted Profit Before Tax, Adjusted Profit Before Tax Margin, Adjusted Profit after Tax Attributable to Common Equity, Adjusted Return on Equity, Adjusted Basic Earnings per Share, Adjusted Diluted Earnings per Share and the Adjusted Sharpe ratio (or similar measures) are used by different companies for differing purposes and are often calculated in different ways that reflect the circumstances of those companies. In addition, certain judgments and estimates are inherent in our process to calculate such non-IFRS measures. You should exercise caution in comparing Adjusted Profit Before Tax, Adjusted Profit Before Tax Margin, Adjusted Profit after Tax Attributable to Common Equity, Adjusted Return on Equity, Adjusted Basic Earnings per Share, Adjusted Diluted Earnings per Share and the Adjusted Sharpe ratio as reported by us to Adjusted Profit Before Tax, 94 Adjusted Profit Before Tax Margin, Adjusted Profit after Tax Attributable to Common Equity, Adjusted Return on Equity, Adjusted Basic Earnings per Share, Adjusted Diluted Earnings per Share and the Adjusted Sharpe ratio as reported by other companies. Adjusted Profit Before Tax, Adjusted Profit Before Tax Margin, Adjusted Profit after Tax Attributable to Common Equity, Adjusted Return on Equity, Adjusted Basic Earnings per Share and Adjusted Diluted Earnings per Share have limitations as analytical tools, and you should not consider them in isolation or as substitutes for analysis of our results as reported under IFRS. Some of these limitations are: •they do not reflect costs incurred in relation to the acquisitions that we have undertaken; •they do not reflect impairment of goodwill; •they do not reflect certain non-recurring expenses, such as costs associated with the Group’s IPO; •other companies in our industry may calculate these measures differently than we do, limiting their usefulness as comparative measures; and •the adjustments made in calculating these non-IFRS measures are those that management considers to be not representative of our core operations and, therefore, are subjective in nature. The Adjusted Sharpe ratio has limitations as an analytical tool and should not be considered in isolation or as a substitute for analysis of our results or ratios measured or presented under. Some of these limitations are: •the Adjusted Sharpe ratio measures the resilience in actual earnings and therefore should not be considered as a predictive or determinative tool; •by definition, the standard deviation included in the calculation of the Adjusted Sharpe ratio is sensitive to outliers, making the measure less relevant to larger, single items, such as non-operating items; and •the Adjusted Sharpe ratio could be impacted by the timing of ongoing step changes. The timing of our recent large acquisitions has limited this impact and been supportive of higher readings. Accordingly, prospective investors should not place undue reliance on these non-IFRS financial measures. The following table reconciles: (1) Adjusted Profit Before Tax and Adjusted Profit after Tax Attributable to Common Equity from the most directly comparable IFRS Accounting Standards measure, which is profit after tax, (2) Adjusted Profit Before Tax Margin from the most directly comparable IFRS Accounting Standards measure, which is profit margin (which is profit after tax divided by revenue), (3) Adjusted Basic Earnings per Share from the most directly comparable IFRS measure, which is basic earnings per share, (4) Adjusted Diluted Earnings per Share from the most directly comparable IFRS measure, which is diluted earnings per share, and (5) Adjusted Return on Equity from the most directly comparable IFRS Accounting Standards measure, which is return on equity (which is calculated as profit after tax for the year divided by profit after tax), in each case, for the periods presented below. 95 Years Ended December 31, 2025 2024 2023 ($ millions, except percentage and per share data) Profit After Tax 307.7 218.0 141.3 Loss After Tax from Discontinued Operations 0.2 — — Profit After Tax from Continuing Operations 307.9 218.0 141.3 Tax 103.7 77.8 55.2 Goodwill impairment charge¹ — — 10.7 Bargain purchase gains2 (3.6) — (0.3) Amortisation of acquired brands and customer lists3 6.9 5.5 2.1 Activities relating to shareholders4 — 2.4 3.1 Employer tax on vesting of the growth shares5 — 2.2 — Owner fees6 0.4 2.4 6.0 IPO preparation costs7 — 8.6 10.1 Fair value of the cash settlement option on the growth shares8 — 2.3 — Public offering of ordinary shares9 1.3 1.9 — Acquisition costs10 1.5 — 1.8 Adjusted Profit Before Tax 418.1 321.1 230.0 Tax and the tax effect on the Adjusting Items11 (100.4) (76.8) (54.1) Profit attributable to AT1 note holders12 (13.3) (13.3) (13.3) Profit attributable to non-controlling interest13 (0.5) — — Adjusted Profit after Tax Attributable to Common Equity 303.9 231.0 162.6 Profit after Tax Margin from Continuing Operations (%) 15.2% 13.7% 11% Adjusted Profit Before Tax Margin14 20.7% 20.1% 18% Basic Earnings per Share15 $4.12 $2.96 $1.94 Diluted Earnings per Share16 $3.86 $2.72 $1.82 Adjusted Basic Earnings per Share15 $4.26 $3.34 $2.46 Adjusted Diluted Earnings per Share16 $3.99 $3.07 $2.31 Common Equity17 1,017.9 775.6 629.2 Adjusted Return on Equity (%) 29.9% 29.8% 26% 1.Goodwill impairment charges, presented in impairment of goodwill in the financial statements, in 2023 this relates to the impairment recognized for goodwill relating to the Volatility Performance Fund S.A. CGU ("VPF") largely due to declining projected revenue. 2.In 2025 a bargain purchase gain, presented in bargain purchase gain on acquisitions in the financial statements, was recognized from the acquisition of Darton Group Limited. 3.This represents the amortization charge for the period of acquired brands and customers lists, this is presented in depreciation and amortization in the financial statements. 4.Activities in relation to shareholders, presented in other expenses in the financial statements, primarily consist of dividend-like contributions made to participants within certain of our share-based payments schemes. 5.Employer tax on vesting of the growth shares, presented in other expenses in the financial statements, represents the Group's tax charge arising from the vesting of the growth shares. 6.Owner fees, presented in other expenses in the financial statements, relate to management services to parties associated with the former ultimate controlling party based on a percentage of the Group’s profitability. Owner fees are excluded from other expenses as they do not form part of the operation of the business and ceased to be incurred after the completion of our offering. 7.IPO preparation costs related to consulting, legal and audit fees, presented in the income statement within other expenses. 96 8.Fair value of the cash settlement option on the growth shares, presented in other expenses in the financial statements, represents the fair value liability of the growth shares at $2.3m. Subsequent to the initial public offering when the holders of the growth shares elected to settle the awards in ordinary shares, the liability was derecognized. 9.Costs relating to the public offerings of ordinary shares by certain selling shareholders, presented in other expenses in the financial statements. 10.Acquisition costs, presented in other expenses in the financial statements, are costs such as legal fees incurred in relation to the business acquisitions of Winterflood in 2025 and in prior years: ED&F Man Capital Markets business, the OTCex group and Cowen's Prime Services and Outsourced Trading business. 11.Adjusted Operating Tax represents the tax effect on the Group's non-operating adjusting items and the tax benefit of the coupons. The tax effect of the other Adjusting Items was calculated at the Group’s effective tax rate for the respective period (2025: 25%; 2024: 26%; 2023: 28%). 12.Profit attributable to Additional Tier 1 (AT1) note holders includes the coupons on the AT1 which are accounted for as dividends. 13.Profit attributable to non-controlling interest relates to the Group's acquisition of Hamilton Court. 14.Adjusted Profit Before Tax Margin is calculated by dividing Adjusted Profit Before Tax (as defined above) by revenue for the period. 15.The weighted average numbers of shares used in the calculation for the years ended 31 December 2025, 2024 and 2023 were 71,352,867, 69,231,625 and 66,018,514 respectively. Weighted average number of shares have been restated as applicable for the Group's reverse share split. 16.The weighted average numbers of diluted shares used in the calculation for the years ended 31 December 2025, 2024 and 2023 were 76,126,884, 75,279,454 and 70,323,467 respectively. Weighted average number of shares have been restated as applicable for the Group's reverse share split. 17.Common Equity is calculated as the average balance of total equity minus additional Tier 1 capital. For the years ended 31 December 2024 and 2023, Common Equity is calculated as the average balance of total equity minus additional Tier 1 capital, as at 31 December of the prior year, 31 March, 30 June, 30 September and 31 December of the current year The period end Common Equity balances were: 31 December 2025 $1,166.2m; 31 December 2024 $879.3m; 31 December 2023 $678.3m. 18.Balances are not presented above due to the Group's share reorganization which occurred prior to the Group's IPO in 2024. The Adjusted Sharpe ratio is computed as the average of monthly Adjusted Profit Before Tax divided by the standard deviation of monthly Adjusted Profit Before Tax. The following table reconciles the Adjusted Sharpe ratio from its most directly comparable IFRS ratio, the Sharpe ratio, which is calculated as the average monthly profit after tax divided by the standard deviation of monthly profit after tax, for the periods presented: Year Ended December 31, 2025 2024 2023 (millions, except ratios) Average monthly Profit After Tax ................................................... $25.6 $18.2 $11.8 Standard deviation on monthly profit after tax(a) ......................... $3.9 $3.9 $5.9 Sharpe ratio .................................................................................... 6.5 4.7 2.0 Average monthly Adjusted Profit Before Tax ............................... $34.9 $26.8 $19.2 Standard deviation on monthly Adjusted Profit Before Tax(a) .... $5.5 $5.2 $4.5 Adjusted Sharpe ratio .................................................................. 6.3 5.2 4.3 (a) In each period, standard deviation is calculated as the square root of the variance of monthly profit after tax relative to the mean. The variance is calculated as the sum of the squares of the difference between monthly profit after tax and the mean profit after tax, divided by the number of months, and the calculation of the ratio is the same for the Sharpe ratio (on a monthly profit after tax basis) and the Adjusted Sharpe ratio (on a monthly Adjusted Profit Before Tax basis). A reconciliation of Adjusted Profit Before Tax to profit after tax is included above. Key Performance Indicators Throughout this Annual Report, we also provide a number of key performance indicators used by our management and often used by competitors in our industry. We regularly monitor the following operating metrics in order to measure our current performance and project our future performance, which are defined as follows: •“FTE” means the number of our full-time equivalents as of the end of a given period, which includes permanent employees and contractors. •“Average FTE” means the monthly average number of our full-time equivalents over the period, including permanent employees and contractors. 97 •"Revenue per front-office FTE” means front-office revenue for a given period divided by the average front-office FTE for the same period. •“Adjusted Profit After Tax Attributable to Common Equity per FTE” means Adjusted Profit After Tax Attributable to Common Equity divided by the average FTE for the same period. •“Active clients” means clients that have generated more than $25,000 in revenue for us in a given year. Previously, active clients were calculated as clients that have generated more than $5,000 in revenue for us in a given year. We adjusted the definition beginning in 2025 as it better reflects the Group’s increased scale and have revised the figures presented for 2023 and 2024 to align with the new definition. •“Average Balances” means the average of the daily holdings in exchanges, banks and other investments over the period. Previously, average balances were calculated as the average month end amount of segregated and non-segregated client balances that generated interest income over a given period. •“Contracts cleared” means the total number of contracts cleared in a given period. •“Total Capital Ratio” means our total capital resources in a given period divided by the capital requirement for such period under the IFPR. Year Ended December 31, 2025 2024 2023 FTE .................................................................................................... 3,282 2,425 2,167 Average FTE .................................................................................... 2,786 2,334 1,914 Average front-office FTE ................................................................ 1,405 1,250 1,028 Revenue per front-office FTE ($m) .............................................. 1.4 1.3 1.2 Adjusted Profit After Tax Attributable to Common Equity per FTE ($’000) ...................................................................................... 109 99 84 Active clients1 .................................................................................. 3,465 2,910 2,605 Average balances ($bn) ................................................................. 18.3 13.5 12.9 Contracts cleared (m) ..................................................................... 1,280 1,116 856 Total Capital Ratio (%) .................................................................. 230 234 229 1.Active clients were previously calculated as clients that have generated more than $5,000 in revenue for us in a given year. Pursuant to that calculation, we previously reported 5,000 and 4,059 active clients for the years ended December 31, 2024 and 2023, respectively. Seasonality While we are not materially impacted by seasonality, traditionally financial markets around the world generally experience lower volumes at the end of the year due to a slowdown in the business activities around holiday seasons. B.Liquidity and Capital Resources Our primary sources of liquidity include cash from operations, proceeds from the Structured Notes Program and the Public Offer Program, drawdowns under our Credit Facilities and the EMTN Program, proceeds from the AT1 Securities and Tier 2 Notes and proceeds from the U.S. Senior Notes offerings Senior Notes Program. We consider liquidity in terms of the sufficiency of these 98 resources to fund our operating, investing and financing activities for a period of 12 months after the financial statement issuance date. We require, and will continue to require, significant cash resources to, among other things, post margin with exchanges for client trades, invest into higher yielding permissible investments, pay employee compensation and fund acquisitions while maintaining minimum regulatory liquidity and capital requirement under UK IFPR regulation. The capital requirement, known as the Own Funds Threshold Requirement (“OFTR”), is determined based on the K-factor approach and reflects an assessment of market, credit and operational risk for the company’s operations. The liquidity requirement, known as the Liquid Asset Threshold Requirement (“LATR”), is determined based on a maximum cumulative outflow stress testing approach that considers a combination of systemic and idiosyncratic factors.The liquidity and capital headroom and ratios are monitored by executive management and the Board based on approved limits and early warning indicators. For the year ended December 31, 2025, we were subject to OFTR of $402.6m (2024: $308.8m), and we had $927.1m (2024: $723.1m) in total regulatory capital available, which translates into a regulatory capital ratio of 230% (2024: 234%). Our total capital ratio is calculated by taking our total capital resources divided by the capital requirements under the IFPR during the relevant period. Growth in our OFTR was due to the organic growth of Group’s activities and acquisitions in 2025. Our liquidity headroom for the year ended December 31, 2025 was $1,045.8m (2024: $1,060.0m). We also hold excess capital to support our credit ratings and metrics. The risk-adjusted capital framework (“RACF”) is used to evaluate the capital adequacy of financial institutions. The RACF is used to derive a risk-adjusted capital ratio (“RAC ratio”) by comparing a company’s measure of capital, which is total adjusted capital including equity and hybrids, to the risks undertaken by a company as measured by risk-weighted assets (“RWAs”) including credit, market, operational and counterparty risk exposure. The RAC ratio reflects a company’s relative level of capitalization in the context of the economic and industry risks it is exposed to and measures the capital amount available for the company to absorb losses. To determine a company’s RWAs, the risk exposure amount is multiplied by the associated risk weight. The RACF is calibrated so that a RAC ratio of 8% means that a company should have sufficient capital to withstand a substantial stress scenario in developed markets. As of December 31, 2025 we calculated our RAC ratio for S&P Global Ratings to be 10.7% (2024: 12.0%), and our leverage ratio was 2.8 times (2024: 3.3 times). On October 15, 2024 we filed a Form F-1 Registration Statement to offer, on a continuous basis, up to $700.0m in aggregate principal amount, or the equivalent thereof in any other currency, of Senior Notes due nine months or more from date of issue. On October 30, 2024 we completed an offering of Senior Notes, with a fixed interest rate of 6.404% and maturity date in November 2029, under this Form F-1 Registration Statement and received net proceeds of $596.7m. In addition, on May 1, 2025 we filed a Form F-3 Registration Statement to offer senior debt securities, subordinated debt securities and contingent capital securities. On May 1, 2025 we completed an offering of Senior Notes, with a fixed interest rate of 5.829% and maturity date in May 2028, under this Form F-3 Registration Statement and received net proceeds of $498.3m. The Senior Notes under both issuances are rated BBB- by both S&P and Fitch and contain features such as an optional redemption clean-up call; offer to repurchase upon a change of control; and interest rate adjustment based on ratings events. The Senior Notes do not have any financial covenants. In January 2023, the company completed a public offering of senior unsecured Euro Medium Term Notes (EMTNs) of aggregate principal $300.0m. The notes have a fixed interest rate of 8.375%, mature in February 2028 and are rated BBB- by both S&P and Fitch. The EMTNs contain features such as early redemption calls related to refinancing (clean-up call, par call); early 99 redemption linked to tax law changes; and a negative pledge condition. The EMTNs do not have any financial covenants. The company has a committed unsecured Revolving Credit Facility (Marex Revolving Credit Facility) of $150.0m with a maturity date of June 2026. The Marex RCF has non-financial covenants consistent with typical covenants for this type of facility and the following financial covenants: •Total Leverage Ratio to be less than 3.00x •Interest Coverage Ratio to be greater than or equal to 3.00x •Tangible Net Worth to be greater than $250m The company, through its subsidiary MCMI, has a committed unsecured Revolving Credit Facility (MCMI Revolving Credit Facility) of $230.0m with a maturity date of April 2026. The MCMI RCF has non-financial covenants consistent with typical covenants for this type of facility and the following financial covenants: •Minimum Total Regulatory Capital at all times of $450m •Minimum Excess Net Capital at all times of $50m with the exception that on up to three instances per quarter, for a maximum of 5 consecutive business days per occurrence, Excess Net Capital is permitted to be below $50m but must remain above $40m at all times. •Maximum Total Leverage Ratio (defined as indebtedness outstanding (exclusive of subordinated facilities) divided by total regulatory capital) of 50%. Indebtedness excludes securities financing facilities and intercompany facilities that are subordinated or covered by an intercreditor agreement acceptable to the Administrative Agent. •Minimum Net Capital at all times of $350m •One Zero Loan Days per 30-day period In addition to the above many of the Group’s material operating subsidiaries are subject to regulatory restrictions and minimum capital requirements, please refer to Note 35 of the financial statements included within this Annual Report for further detail. Based on our forecasts, we believe that cash flows from our operations, available cash on hand and available borrowing capacity under our Credit Facilities and security issuance programs outlined above will be adequate to service debt, meet liquidity needs and fund necessary capital expenditures for at least the next 12 months. Our future capital requirements will depend on many factors, including any future acquisitions. We could be required, or could elect, to seek additional funding through public or private equity or debt financings. 100 Note(s): Some of the funding shown above is denominated in other currencies that have been converted to USD. 1.Regulatory capital represents tangible equity and other instruments that qualify as regulatory capital. 2.Minimum capital requirement determined by the Own Funds Threshold Requirement (“OFTR”) based on Marex’s latest Internal Capital Adequacy and Risk Assessment (“ICARA”) process. 3.Total Capital Ratio is calculate as the Group’s regulatory capital as a percentage of the capital requirement. 101 Cash Flows Years ended December 31, 2025 and 2024 The following table summarizes our key cash flows for the year ended December 31, 2025 and 2024: Years EndedDecember 31, 2025 2024 (m) $ $ Net cash from operating activities ........................................................................... 667.5 1,163.5 Net cash used in investing activities ....................................................................... (264.3) (35.3) Net cash used in financing activities ....................................................................... (123.9) (37.2) Net Cash From Operating Activities Net cash from operating activities was $667.5m for the year ended December 31, 2025 as compared to $1,163.5m for the year ended December 31, 2024. The decrease was due primarily to an increase in net stock borrowing and lending and trade and other payables, offset by an increase in equity instruments, debt securities and net repurchase and reverse repurchase agreements. Net Cash Used In Investing Activities Net cash used in investing activities was $264.3m for year ended December 31, 2025 as compared to $35.3m for the year ended December 31, 2024. The increase was due primarily to a higher acquisition activity during 2025 compared to 2024. Net Cash Used in Financing Activities Net cash used in financing activities was $123.9m for the year ended December 31, 2025 as compared to $37.2m for the year ended December 31, 2024. Financing activities during 2025 primarily related to $55.5m (2024: $77.1m) of dividends paid to shareholders and holders of AT1 securities and the purchase of own shares of $44.1m (2024:$19.8m). In the prior year the Group received $73.1m of proceeds from the issuance of shares from its IPO. Contractual Obligations and Commitments In the normal course of business, we enter into various contractual obligations that may require future cash payments. The table below sets forth our contractual obligations and commitments to make future payments by type and period as of December 31, 2025 and December 31, 2024. Contractual Obligations Total On demand Less than 3months 3 to 12months 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 — — — — 102 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 3months 3 to 12months 1 to 5 years More than 5 years (m) Repurchase agreements ............................. 2,305.8 — 2,305.8 — — — Short securities ............................................. 1,704.6 — 1,704.6 — — — Amounts due to exchanges, clearing houses and other counterparties ................ 1,407.5 1,218.8 188.0 0.7 — — Amounts due to Prime Brokers .................. 1,017.1 1,017.1 — — — — Amounts payable to clients ......................... 6,236.9 6,236.9 — — — — Other creditors .............................................. 116.0 9.6 96.8 7.3 2.3 — Stock lending ................................................. 4,952.1 4,804.5 147.6 — — — Settlement balances ..................................... 482.3 — 482.3 — — — Short-term borrowings ................................. 152.0 — 152.0 — — — Debt securities .............................................. 3,604.5 — 1,235.8 883.8 1,434.9 50.0 Lease liabilities .............................................. 104.3 — 3.7 10.3 52.9 37.4 Total non-derivative financial liabilities as of December 31, 2024 ........ 22,083.1 13,286.9 6,316.6 902.1 1,490.1 87.4 1. Amounts due to exchanges, clearing houses and other counterparties, amounts due to Prime Brokers, amounts payable to clients, settlement balances and other creditors are aggregated on the consolidated statement of financial position in trade and other payables and disaggregated in note 26.. C.Research and Development, Patents and Licenses, etc. During the ordinary course of business, the Group develops new financial products and service offerings and the Group does obtain tax credits from certain qualifying research and development costs in the UK. Overall research and development, patent and licenses do not form a core part of the Group’s operations. D.Trend Information Other than as disclosed elsewhere in this Annual Report, we are not aware of any trends, uncertainties, demands, commitments or events since December 31, 2025 that are reasonably likely to have a material adverse effect on our revenues, income, profitability, liquidity or capital resources, or that would cause the disclosed financial information to be not necessarily indicative of future operating results or financial conditions. E.Critical Accounting Estimates Critical accounting judgments and key sources of estimation uncertainty are discussed in Note 4 to our consolidated financial statements included elsewhere in this Annual Report. 103