A.[Reserved]
B.Capitalization and Indebtedness
Not applicable.
C.Reasons for the Offer and Use of Proceeds
Not applicable.
D.Risk Factors
You should carefully consider the risks described below before making an investment decision.
Our business, financial condition or results of operations could be materially and adversely affected by
any of these risks. The trading price and value of our ordinary shares could decline due to any of these
risks, and you may lose all or part of your investment. This Annual Report also contains forward-looking
statements that involve risks and uncertainties. Our actual results could differ materially from those
anticipated in these forward-looking statements as a result of certain factors, including the risks faced by
us as described below and elsewhere in this Annual Report.
Risks Relating to the Macroeconomic Environment
Our business is adversely affected by subdued commodity market activity or pricing
levels, with low volatility and declines in commodity pricing levels reducing our commissions,
spreads and revenue.
We generate revenue primarily from the commissions we earn and the spreads we make from
facilitating and executing client orders. These revenue sources depend substantially on client trading
volumes and pricing levels, which, in turn, depend on many factors, many of which are beyond our
control. These factors include:
•volatility and pricing levels in commodities, currency, securities and other markets;
•client confidence and risk appetite levels;
•general economic and geopolitical conditions and developments, including military conflicts and
actions;
•overall levels of global trade and the implementation of any barriers to trading, including, without
limitation, tariffs and disruption to trade routes;
•changes in demand for specific commodities, including, for example, reductions in demand for
coal, fuel oil and other energy commodities and increases in demand for renewable energy;
•climate and weather patterns, which impact supply markets and chains for certain commodities,
including, without limitation, agricultural commodities and metals;
7
•legislative and regulatory changes, including, but not limited to, trade policies and unexpected
sanctions, which may cause significant uncertainty, affect market structures and reduce client
activity, because of, or pending the outcome of, such changes;
•changes in market dynamics or structure due to rapid change in the method of broking in one or
more products in which our clients trade, including, for example, a transition from telephone or
voice trading to screen or electronic trading;
•actions of competitors, including pricing competition for overlapping products and markets and
their entry into additional products or markets; and
•changes in inflation, foreign exchange, interest rates and monetary and fiscal policies.
Low volatility and declines in pricing levels generally decrease client trading activity and reduce
our revenue. Reductions in economic activity and growth levels, particularly in emerging markets, also
reduce trading activity. Decreases in trading volumes or pricing levels may significantly reduce our
commissions and the spreads we make facilitating and executing client orders and adversely affect our
business, financial condition, results of operations and prospects.
Geopolitical events, terrorism and wars can cause significant market volatility, affect
global macroeconomic conditions and commodity prices and could lead to a substantial
slowdown in the global economy.
Our business and the markets in which we operate (in particular, commodities such as energy, grain and
metals) may experience significant volatility as the result of geopolitical events, terrorism and wars, such
as Russia’s large-scale invasion of Ukraine in February 2022 or the conflicts in the Middle East. Market
volatility can and has in the past materially impacted the price of commodities that our clients trade and
activity in the markets in which we are present.
The unprecedented economic and other sanctions against Russia implemented by the North
Atlantic Treaty Organization and individual countries in response to the invasion have restricted and may
further restrict or prevent us from entering into new transactions with affected entities and impact the
settlement of existing transactions. Many Western companies have also closed their Russian businesses
and/or announced their unwillingness to retain interests in Russian assets or to continue dealings with
Russian or related counterparties, even where such action is not mandated by current sanction regimes.
The scope and scale of such economic sanctions and voluntary actions remain subject to rapid and
unpredictable change, including because of the volatile conditions in Ukraine, and may severely affect
global macroeconomic conditions, European economies and the stability and willingness of our
counterparties to trade. Existing concerns about market volatility, disruptions to supply chains, high
inflation rates and the risk of regional or global recessions or “stagflation,” a recession or reduced rates of
economic growth coupled with high inflation rates, have been exacerbated by Russia’s invasion of
Ukraine.
It continues to be unclear how long the war between Russia and Ukraine may last or how severe
its impacts may become. If the conflict is prolonged, escalates or expands (including if additional
countries become involved), if additional economic sanctions or other measures are imposed or if
disruptions to supply chains worsen, regional and/or global macroeconomic conditions and financial
markets could be impacted more severely. Other geopolitical events could have a material adverse effect
on our business, financial condition, results of operations and prospects, as such events often may cause
market volatility and uncertainty. Longer periods of significant market volatility could adversely affect the
perceived stability of commodities and lead to declines in commodity pricing levels, which may
significantly reduce our commissions and may adversely affect our business, financial condition, results of
operations and prospects.
8
Our results of operations and financial condition are directly impacted by interest rate
levels, as we earn interest on the cash balances that we hold.
We maintain large cash and financial instrument balances on behalf of our clients with
exchanges, central clearing counterparties (“Clearing Houses”), brokers and banks. We also maintain our
own cash balances. We earn interest on these balances and do not pay interest on all client balances.
Accordingly, we are generally able to retain a significant portion of the interest we earn on such balances.
Short-term interest rates are particularly sensitive to factors beyond our control. A decline in interest rates
or a decline in our cash and financial instrument balances may adversely affect our business, financial
condition, results of operations and prospects.
Our results of operations and financial condition could be adversely affected by changes
in exchange rates between the U.S. dollar and other currencies, principally the Pound Sterling and
the Euro.
We report our financial results in U.S. dollars. However, a significant proportion of our costs are
incurred, and a portion of our trading activity is conducted, in currencies other than the U.S. dollar. As a
result, our results of operations and financial condition are significantly affected by movements in the
exchange rates between the U.S. dollar and other currencies, particularly the Pound Sterling and the
Euro. As our levels of commissions earned are tied to the volume and pricing levels of products traded,
any depreciation in the Euro against the U.S. dollar would lead to a decrease in the level of our reported
commissions from trading activity in products priced in Euro. Further, due to our extensive operations in
the United Kingdom (including having significant back office and other support staff and lease obligations
for office space), any depreciation in the Pound Sterling against the U.S. dollar would decrease the
expenses in our income statement and could adversely affect our business, financial condition, results of
operations and prospects.
Various factors beyond our control, including geopolitics, pandemics, terrorist attacks or
natural disasters, may adversely affect our business.
Our business has been affected in the past, and could be significantly affected in the future, by
major events such as pandemics, terrorist attacks, natural disasters or extreme weather conditions, fires,
power shortages, civil unrest or strikes. It is not possible to fully mitigate these risks and their related
impacts.
Severe weather and climate-change related phenomenon has previously impacted and may in the future
impact our business in agricultural markets such as, cocoa, coffee and grains, as they can significantly
change or reduce the production and size of those markets. For example, volatility in the coffee market in
late 2025, caused in part by adverse weather conditions including La Niña-driven rainfall deficits, resulted
in a number of late margin payments to us by clients and, in some cases, client defaults. Insurance cover
for any of the above risks may not be sufficient to cover the full extent of any loss or damage suffered.
There is also no guarantee that if a major event occurs, we will be able to secure adequate insurance
cover in the future.
Significant reductions in economic activity levels or declines in commodity pricing levels because
of these factors would reduce trading volumes and our revenue. Our inability to successfully manage
these risks could adversely affect our business, financial condition, results of operations and prospects.
9
Risks Relating to Our Business
Our clients and their related financial institutions have in the past and may in the future
default on their obligations to us due to insolvency, operational failure or for other reasons, which
has in the past and could in the future adversely affect our business, financial condition and
results of operations.
We extend margin financing to certain clients of our Clearing and Hedging and Investment
Solutions businesses and of the Capital Markets division of our Agency and Execution business.
Clients of any of these businesses have in the past and may in the future default on margin calls
or settlement payments. Where a client enters into an exchange-traded derivatives transaction that is
cleared by us, we will post margin with a clearing house to cover the clearing house’s margin
requirements in connection with the client’s open positions on the relevant exchange. We will then issue
margin calls to the client for the payment of the margin due to us, on which the client may then default. In
OTC derivatives transactions and other non-cleared transactions, we primarily act as principal to the
transaction and are therefore responsible for determining the amount of margin due to us. We have in the
past and may in the future experience losses if adequate margin cannot be collected from the relevant
client through the life of the trade or if the client fails to pay any cash settlement amount due to us on
termination or expiry of the transaction. In relation to certain types of transactions that involve leveraging
or for which the relevant market is more volatile (for example, leveraged exchange-traded funds (“ETF”)
transactions, which are offered through the Capital Markets division of our Agency and Execution
business), such losses could be greater due to the value of the financing that is typically provided.
We also enter into agreements with certain clients and their financial institutions under which the
relevant financial institution agrees to fund the client’s margin calls up to a pre-agreed limit. We may suffer
losses to the extent that the financial institution defaults on its obligation to pay such amounts. We are
also exposed to counterparty credit risk in respect of client cash deposits held with financial institutions,
which may default due to insolvency, operational failure or for other reasons.
In our Agency and Execution business within the Energy division and other service offerings
within our Capital Markets division, we arrange trades between two clients and issue an invoice for
commissions earned on the completed transaction. Although we are not a counterparty to such
transactions, we are exposed to the risk that these clients may fail to pay our commissions. We are also
exposed to intraday risks as the agent facilitating such transactions.
Our credit risk management procedures are designed to help mitigate our credit risk but cannot eliminate
the prospect of defaults, particularly those that may arise from events or circumstances that are difficult to
detect or foresee. Market volatility or a lack of liquidity in a particular market may result in some of our
clients facing liquidity issues due to increased margin calls, which may, in turn, lead to an increase in late
or failed margin payments to us by clients. In such circumstances we may choose to exercise our rights
to close out a client’s positions immediately. Alternatively, we may choose to move a client’s positions
onto our own books to trade out of the positions over a period of time in order to better manage the risk.
Although we would do so with the intention of mitigating our exposure to further financial loss, such action
may not always achieve a positive outcome for us, particularly if the relevant market is unstable.
These risks may also be exacerbated if our exposure is concentrated in a particular geography or
type of client. For example, where we have a substantial number of clients in a particular country, region
or industry, a sovereign debt or other crisis affecting such country or a natural disaster impacting such
region or industry or any negative effects in such region or industry may negatively impact such clients.
Given the increasing impacts of climate change, severe weather events, such as droughts, hurricanes
and fires, may also lead to defaults across various agricultural producers in affected regions. For
example, during market turmoil connected to unusual weather patterns experienced across the central
and southern American regions, and the subsequent impact on coffee production and onward supply
chains, a number of our clients in Brazil defaulted on margin call payments in late 2024. If we experience
10
a significant number of client defaults, particularly if we experience them contemporaneously, our
business, financial condition, results of operations and prospects may be adversely affected.
We are subject to a variety of regulatory, reputational and financial risks as a result of our
global operations. Non-compliance with applicable regulatory regimes could result in significant
financial and reputational damage.
The success of our business depends on the sufficiency of our risk management program,
including policies, training and other controls on anti-money laundering (“AML”), sanctions, counter-
terrorist financing, anti-bribery, anti-corruption, financial risk, fraud and data security. The design and
implementation of the policies, training, procedures and practices we use to identify, monitor, control and
reduce risk have not always been effective, and we cannot guarantee that they will always be effective in
the future. The risks we face in this respect include:
•Regulatory Compliance: We are subject to regulatory requirements imposed by the U.K. Financial
Conduct Authority (“FCA”), the French Financial Markets Authority (Autorité des Marchés
Financiers) (the “AMF”), the French Prudential Supervision and Resolution Authority (Autorité de
contrôle prudentiel et de resolution) (the “ACPR”), the U.S. Commodity Futures Trading
Commission (the “CFTC”), the U.S. Securities and Exchange Commission (“SEC”), the U.S.
Financial Industry Regulatory Authority (“FINRA”), the National Futures Association (the “NFA”),
the Dubai Securities and Commodities Authority (“SCA”), the Dubai Financial Services Authority
(“DFSA”), the Australian Securities & Investments Commission (“ASIC”), the Alberta Securities
Commission, the Hong Kong Securities and Futures Commission (“SFC”), the Monetary Authority
of Singapore (“MAS”), the Central Bank of Ireland, the Bank of Italy, Italian Companies and
Exchange Commission (Commissione Nazionale per le Società e la Borsa) (“Consob”), the
Portuguese Securities Market Commission (Comissão do Mercado de Valores Mobiliários)
(“CMVM”), the Spanish National Securities Market Commission (Comisión Nacional del Mercado
de Valores) (“CMNV”), the German Federal Financial Supervisory Authority (Bundesanstalt für
Finanzdienstleistungsaufsicht or “BaFin”), the SCA and the Financial Services Regulatory
Authority (“FSRA”) in Abu Dhabi, the Comissão de Valores Mobiliários (“CVM”) in Brazil and other
regulatory bodies in the jurisdictions in which we trade. We have in the past failed to comply with
regulatory requirements and been subject to regulatory inquiries or enforcement actions for
regulatory non-compliance, and we may so fail to comply and be subject to such inquiries and
actions in the future. Regulatory enforcement could result in materially adverse consequences
such as monetary penalties or partial or full censures on our ability to conduct regulated activities.
•Anti-Corruption Compliance: We are subject to anti-corruption laws and regulations, such as the
U.S. Foreign Corrupt Practices Act (“FCPA”) and the U.K. Bribery Act, in the jurisdictions in which
we operate. These anti-corruption laws generally prohibit corruptly offering, promising, giving or
authorizing others to give anything of value, either directly or indirectly, to a government official or
private party in order to influence official action or otherwise gain an unfair business advantage,
such as to obtain or retain business. Violation of these or similar laws and regulations could
subject us, and individual employees, to a regulatory enforcement action, as well as significant
civil and criminal penalties. Such violations could also result in severe restrictions on our activities
and damage to our reputation.
•Anti-Money Laundering Compliance: We are subject to applicable AML laws in the jurisdictions in
which we operate, including the Bank Secrecy Act and U.S.A PATRIOT Act in the United States
and the Proceeds of Crime Act, the Terrorism Act and the Money Laundering, Terrorist Financing
and Transfer of Funds (Information on the Payer) Regulations 2017 (as amended) in the United
Kingdom. The AML laws impose a variety of requirements, including implementing and
maintaining risk-based systems and controls that obtain “know-your-customer” documentation
upon onboarding clients and screen clients on an ongoing basis. A violation of these or similar
laws has in the past and could in the future subject us, and individual employees, to a regulatory
enforcement action, as well as significant civil and criminal penalties and reputational harm. The
E.U. has agreed and adopted a comprehensive package of measures to reform the primary AML
11
and CTF legislation across the E.U. 27 Member States (the package together is known as “MLD
6”). Whilst MLD 6 will increase harmonisation in respect of certain AML and CTF obligations
across the E.U., other aspects of compliance will remain subject to differences as between the
implementation in each Member State, such that together, MLD 6 will likely result in material
changes to the day to day AML and CTF operating procedures of various Marex entities, bringing
with it increased costs and regulatory enforcement risks associated with designing and
implementing compliance with an updated regulatory regime.
•Sanctions and Export Controls Compliance: We are subject to trade restrictions, including
economic sanctions and export controls, administered by the United States, including the Office of
Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), His Majesty’s Treasury,
the European Union and other relevant authorities, and such restrictions may prohibit or restrict
transactions in certain countries and with certain designated persons. Non-compliance with
sanctions restrictions, or failure of related systems and controls to identify and prevent
impermissible or unauthorized activity or transactions by persons subject to sanctions or other
trade restrictions, could result in civil or criminal liability, including censures and financial
penalties.
•Market Abuse and Manipulation: Third-party traders or our personnel may manipulate market
prices by creating fictitious orders or mislead the market. We may fail to detect any such actions
to manipulate prices or mislead the market.
•Fraudulent Transactions: We may suffer losses if our risk management policies, procedures and
practices fail to prevent unauthorized activity or acts intended to defraud, misappropriate property
or circumvent the law (for example, a third party impersonating a creditworthy client to trade on
credit or deceptive third-party transactions made in violation of relevant anti-money laundering or
sanctions standards).
•Incorrect Settlements: We may make or be subject to unauthorized transfers of funds. Our risk
management policies, procedures and practices may fail to prevent the use of incorrect or
fraudulent settlement instructions (for example, a phishing attack causing us to misdirect client
funds to a third party).
•Inadequate Risk and Position Limits: We may fail to correctly apply risk controls to a client’s or an
internal house account or open positions. If a client takes larger positions than are appropriate
and defaults, for example, we may suffer significant losses.
•Change Management Risk: We may fail to implement key change initiatives with minimal
disruption to business-as-usual activities. We may also fail to mitigate the risks to which we could
be exposed because of such changes (for example, delay in embedding processes and controls
in connection with expansions of our business).
•Personnel Error: Our employees or agents may commit errors or fail to carry out their assigned
roles properly (for example, “fat finger” incidents that lead to trades being executed incorrectly).
•Personnel Misconduct: Our employees or agents may engage in misconduct, including
embezzlement of client funds, hiding unauthorized trading activities from us, using company funds
towards client entertainment in an inappropriate or excessive manner or in breach of clients’ own
compliance requirements, improper or unauthorized activities on behalf of clients, improper use of
confidential information, the improper use of marketing materials or the inappropriate use of
authority or influence by current or former personnel. Our employees or agents may also engage
in non-financial misconduct, such as bullying, harassment or sexual misconduct.
•Exchange and Clearing House Fines: As a member of multiple exchanges and clearing houses,
we are subject to the rules and regulations of such exchange and clearing houses. We have in the
12
past been subject to immaterial fines from exchanges or clearing houses as a result of our or our
clients’ failure to comply with the exchange or clearing house rules, and we or our clients may fail
to comply with such rules in the future. Exchange and clearing house fines could result in financial
loss and reputational damage.
There is also a risk that our systems and infrastructure to support our risk management policies,
procedures and practices may be insufficient, disrupted or compromised.
Regulators have broad powers to investigate and enforce compliance with applicable rules and
regulations, and investigations themselves can be costly and disruptive to the business. Enforcement
powers include the ability of the FCA or other regulators to require us to appoint a skilled person and the
ability of the FCA or other regulators to appoint investigators, impose censures or financial penalties on
us, fine, suspend or prohibit our employees from performing regulated activities or limit or withdraw
authorizations that we require to operate portions of our business. Any such actions could also result in
significant damage to our reputation, material financial losses, potential litigation and private claims for
damages, or otherwise adversely affect our business, financial condition, results of operations and
prospects.
If we or our third-party providers fail to protect our IT systems or Confidential Information
this could, among other things, limit our ability to conduct our operations and lead to legal
liability, material financial penalties, or damage to our reputation, which could materially affect our
business, results of operations, and financial condition.
We depend on the capacity and reliability of the computer, communications, and other information
technology systems (collectively, “IT Systems”) that are critical to our operations, whether owned and
operated internally or by third parties. We rely upon third party providers for the majority of our IT
Systems. These IT Systems include broking platforms to transact business and middle-office and back-
office systems to record, monitor and settle transactions and allow for the storage and transmission of
Personal Information regarding our clients, employees, business partners and other third parties, as well
as proprietary and confidential business information or other critical data (collectively, “Confidential
Information”). As such, we may be an attractive target for data security attacks.
We face numerous and evolving cybersecurity risks that threaten the confidentiality, integrity and
availability of our IT Systems and Confidential Information, and the performance of these IT Systems
could deteriorate or fail. For example, our data center providers have also been subject to denial-of-
service (“DoS”) attacks, and we have been the target of phishing and social engineering attempts that
have sought to mimic domains or individuals to lure a transaction to fraudulent accounts.
There has been an increasing number of attempted cyberattacks in recent years, and the number
and complexity of these threats continue to increase over time. There is also a heightened threat of
cyberattacks on our third-party suppliers and service providers. For example, in January 2023, ION, the
third party on whom we rely as our back-office provider, was subject to a cyberattack, which suspended
access to trade management and reporting systems, but, to our knowledge, no Personal Information was
lost or exfiltrated. As a result, we had to adopt manual processes for several days, which resulted in a
significant increase in workload for our operations team and increased operational risk due to potential
human error in the processing or reporting of trades.
The techniques used to obtain unauthorized access to systems or sabotage systems or disable or
degrade services, change frequently and are often unrecognizable until launched against a target, and
therefore, our cybersecurity measures have not in the past and may not in the future detect or prevent all
attempts to compromise our systems, including denial-of-service attacks, viruses, malicious software,
ransomware, break-ins, phishing attacks, social engineering, deepfakes or other similar technology,
security breaches or other attacks. Such cyberattacks may misappropriate Confidential Information held
by or on behalf of us, jeopardize the security of Confidential Information stored in and transmitted by our
IT Systems or cause disruption to our operations, or otherwise cause our business to suffer financial
13
losses or damages. Further, there can be no assurances that we will be able to prevent or control any
losses due to deepfakes or other malicious uses of artificial intelligence, which may further develop in the
future. In addition, we may need to expend significant resources to protect against data security breaches
or mitigate the impact of any such breaches, including potential liability that may not be limited to the
amounts covered by our insurance, and any failure to prevent or mitigate security incidents could result in
significant liability and a material loss of revenue resulting from the adverse impact on our reputation and
brand, a diminished ability to retain or attract new clients and a disruption to our business.
Future incidents could also occur as a result of a loss of power, human error, a sudden spike in
transaction volumes, natural disasters, fire, sabotage, hardware or software malfunctions or defects,
computer viruses, intentional acts of vandalism, client error or misuse, lack of proper maintenance or
monitoring or other factors or events. Such incidents could cause many issues, including, but not limited
to:
•significant disruptions in service to our clients;
•slower response times;
•delays in trade execution;
•failed settlement of trades; and
•incomplete or inaccurate accounting, recording, processing or reporting of trades.
If the IT Systems upon which we rely fail, or if we experience security incidents impacting our
Confidential Information, we may experience significant financial losses, litigation (including class action
lawsuits) or arbitration claims filed by or on behalf of our clients, regulatory enforcement or other actions.
The above risks are exacerbated as a result of us being a financial services provider that holds client
funds and by the nature of our business, which involves recording, storing, manipulating and
disseminating significant amounts of data.
Security breaches could also expose us to liability under various laws and regulations across jurisdictions
and increase the risk of litigation and governmental or regulatory investigation. Due to concerns about
data security and integrity, a growing number of legislative and regulatory bodies have adopted breach
notification and other requirements in the event that information subject to such laws is accessed by
unauthorized persons and additional regulations regarding security of such data are possible. We may
need to notify governmental authorities and affected individuals with respect to such incidents; this is the
case in, for example, the United States. We are also subject to the SEC’s new cybersecurity reporting
obligations and laws in the European Union and United Kingdom which may require businesses to
provide notice to individuals whose Personal Information has been disclosed as a result of a data security
breach. Complying with such numerous and complex regulations in the event of a data security breach
would be expensive and difficult, and failure to comply with these regulations could subject us to
regulatory scrutiny and additional liability. We may also be contractually required to notify clients or other
counterparties of a security incident, including a data security breach. Regardless of our contractual
protections, any actual or perceived data security breach, or breach of our contractual obligations, could
harm our reputation and brand, expose us to potential liability or require us to expend significant
resources on data security and in responding to any such actual or perceived breach. Any such breach,
disruption or failure could also have a negative effect on our reputation and may adversely affect our
business, financial condition, results of operations and prospects.
Risks related to our use of artificial intelligence technologies
We currently use artificial intelligence (“AI”) tools in our operations to enhance employee productivity,
support internal risk analysis and generate market insights, and we expect our use of such technologies
to continue to evolve. While these tools may improve efficiency and decision-making, they also present
risks to our business. AI-generated outputs may be inaccurate, incomplete or otherwise unreliable, and, if
14
not appropriately validated, could adversely affect decision making and outcomes. To the extent we
further integrate AI technologies into our client-facing platforms in the future, we may face additional
exposure to client claims, regulatory scrutiny or reputational harm in the event that such technologies
produce flawed or misleading outputs. Our use of AI, including through third-party tools, may also involve
the processing of sensitive, proprietary, protected or confidential information, which may expose us to
risks under applicable data protection laws, intellectual property regimes or other digital regulatory
frameworks in the event of misuse or unauthorized or unlawful access or processing. We also depend on
third-party providers for certain AI tools, and any change in the availability, pricing or terms of such tools
could disrupt our operations.In addition, the regulatory and legal landscape governing AI is rapidly
evolving, and new or amended laws, regulations or guidance could increase our compliance costs, restrict
our use of such technologies or expose us to enforcement actions or liability.
Our ability to compete effectively may depend, in part, on our ability to adopt, develop and
implement AI technologies in a timely and effective manner. The AI landscape is rapidly evolving, and if
we fail to keep pace with technological developments, fail to allocate sufficient resources, or do not
effectively integrate AI into our business processes, we may be at a competitive disadvantage relative to
peers and new market entrants that more successfully leverage such technologies. Conversely, the
adoption of AI technologies may not deliver the anticipated benefits and could result in increased and/or
wasted costs or operational complexity. See “To remain competitive, we must continue to invest in
the development of our business to respond to changing trends and remain competitive with our
research, technology and data offerings. If we fail to do so successfully, we may be adversely
impacted”.
In addition, our use of AI technologies may increase our exposure to cybersecurity risks. AI
systems may introduce new vulnerabilities, including risks associated with adversarial attacks, model
manipulation, data poisoning, or unauthorized access to models and underlying data, particularly where
such systems are new or less tested. Threat actors may also use AI to develop more sophisticated
cyberattacks targeting our systems, employees or clients. See “If we or our third-party providers fail to
protect our IT systems or Confidential Information this could, among other things, limit our ability
to conduct our operations and lead to legal liability, material financial penalties, or damage to our
reputation, which could materially affect our business, results of operations, and financial
condition”.
Any failure to adequately manage these risks could result in system disruptions, loss or compromise of
data, regulatory scrutiny, litigation and reputational harm. Any of the above factors could adversely affect
our business, financial condition, results of operations and prospects.
We are subject to risks related to OTC derivatives transactions due to the inability to
adequately hedge our positions, limitations on our ability to modify contracts and the contractual
protections that may be available to us.
We offer bespoke, off-exchange hedging solutions in the form of customized OTC derivatives
hedging through the Hedging Solutions division of our Hedging and Investment Solutions business,
particularly in commodity products, to clients who cannot fulfil their specific hedging requirements with
exchange-traded derivatives. After entering into a customized contract for a client, we may be unable to
find a standardized contract that matches relevant parameters. As a result, we may be unable to fully
hedge our exposure under the customized contract. There may also be mismatches or delays in the
timing of cash flows due from or to counterparties in the OTC derivatives transactions or related hedging,
trading, collateral or other transactions. We may not have adequate cash available to fund our current
obligations, or our counterparty may fail to retain adequate cash to meet its obligations to us. In either
case, we may suffer losses.
Generally, OTC derivatives transactions may only be modified or terminated by mutual consent of
the parties to the transaction (other than in certain limited default and other specified situations, such as
market disruption events) and subject to agreement on individually negotiated terms. Accordingly, it may
15
not be possible to modify, terminate or offset obligations or exposure to the risks associated with a
transaction prior to its scheduled termination date.
Any of the above factors could adversely affect our business, financial condition, results of
operations and prospects.
We are subject to exposure to cryptocurrencies and potential losses and reputational
harm arising from our clients’ activities in, or our own involvement with, derivatives or other
financial products linked to cryptocurrencies. We may also be impacted by developing regulation
applicable to cryptocurrencies and related activities.
We offer structured notes and OTC derivatives linked to cryptocurrencies through our Hedging and
Investment Solutions business and, through the Capital Markets division of our Agency and Execution
business, we offer OTC derivatives that reference cryptocurrencies. Through our Clearing business, we
also offer exchange-traded derivatives linked to cryptocurrencies as well as the ability to trade shares in
Exchange Traded Funds (“ETFs”) linked to the performance of cryptocurrencies. In certain jurisdictions,
we accept cryptocurrencies as collateral in connection with OTC derivatives or with cash lending
arrangements to clients. In addition, we may also trade on our own account certain cryptocurrencies and
financial products that are linked to cryptocurrencies primarily to hedge our exposure to our obligations
under the offerings described above and, on a limited scale, in order to manage our own funding and
liquidity requirements. Any such activity may expose us to market, liquidity, operational and settlement
risks, including those arising from technological failures, cybersecurity incidents or the insolvency or
misconduct of third party service providers, which could result in financial loss and reputational damage.
The value of cryptocurrencies is based in part on market adoption and future expectations, which
may or may not be realized. As a result, the prices of cryptocurrencies are highly volatile. Such prices
have been in recent periods, and are likely to continue to be, subject to significant fluctuations. If the value
of the cryptocurrencies to which we and our clients are exposed declines, we could incur financial losses.
The regulatory approach to cryptocurrencies and related activities is an area that is under
constant review by financial services regulators in various jurisdictions. As such, we are subject to the
continued risk of legislative and regulatory change in this area, which may affect our ability to offer the
structured notes, derivatives and lending structures that we currently offer our clients. While we do not
believe these legislative or regulatory changes will have a material impact on our business, particularly
given the current nature and size of our cryptocurrency activities, changes in applicable rules might
restrict these aspects of our business or may require us to obtain new permissions to continue with our
activities, modify our business models, enhance our compliance frameworks or restrict certain activities
altogether.
We may not detect, deter or prevent misconduct, errors, failures or fraudulent activity by
our clients, employees, agents or other third parties and, subsequently, we are subject to risks
relating to potential securities law and regulatory liability.
We are exposed to potential losses due to fraud or misconduct, or breaches of the terms agreed
between us, by our clients, counterparties, employees, agents and third parties and, subsequently, to
substantial risks of liability under federal and state securities laws and other federal and state laws and
court decisions, as well as rules and regulations promulgated by, including but not limited to, the FCA, the
SEC, the CFTC, state securities regulators and foreign regulatory agencies. For example, clients or
people impersonating clients may engage in fraudulent activities, including the improper use of legitimate
client accounts or providing fraudulent documentation in connection with transactions. Such events have
occurred in the past and may occur in the future.
Certain of our businesses may be exposed to a higher risk of financial crime or fraud due to the
regulated environment in which we operate, the type of relationships we maintain with our clients, the
products and services offered and our significant reliance on technology as part of our trading platforms.
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There is a heightened risk of fraud when trading in physical commodities due to the nature of the
industry’s operations and its reliance on physical documentation in connection with the transport and
storage of such commodities. There have been several well-publicized incidents of commodity trading
frauds in recent years, including two instances in 2023 in which it was discovered that the cargoes
acquired did not contain the metal products they purported to hold. As we and, more importantly, our
clients are involved in this market, we are exposed to certain risks through our trading activities and could
suffer financial loss in the event that commodities acquired by us or our clients are discovered to be
different to those we and they believed were being purchased.
Our employees and agents may engage in unauthorized trading activity, attempt to defraud us or
violate our policies or legal or regulatory standards. There are also risks that our employees may
improperly use or disclose confidential information and material non-public information provided by our
clients that could subject us to regulatory and criminal investigations, disciplinary action, fines, or
sanctions, and we could suffer serious harm to our reputation, financial position, the trading price of our
securities, current client relationships and ability to attract future clients. These risks may increase as the
result of recent scrutiny of electronic trading and market structure from regulators, lawmakers and the
financial news media. The use of off-channel electronic messaging applications by our employees to
transmit confidential or sensitive data could subject us to investigations, regulatory fines and severely
impact our reputation. For example, regulators, such as the staff of the SEC’s Division of Enforcement
and Ofgem, the U.K. energy market regulator, have, as part of a widely publicized industry sweep,
conducted investigations of several financial institutions’ records preservation requirements relating to
business communications sent over off-channel electronic messaging platforms, some of which have
resulted in substantial monetary penalties. Any such activities may be difficult to prevent or detect, and
our internal policies and procedures may be inadequate or ineffective. As a result, we may suffer losses
that we may not be able to recover, as well as being subject to regulatory enforcement proceedings and
penalties, such as fines. There have also been several highly publicized cases involving fraud or other
misconduct by employees and agents of financial services firms in recent years, and various
investigations have been conducted by the FCA in the United Kingdom, the CFTC, the SEC and FINRA in
the United States and other regulators around the world. In addition, although we have established
policies and procedures designed to train, prevent and detect misconduct, errors and fraud, we may not
be able to completely detect, prevent or deter such conduct and may be at risk of suffering losses.
Our reputation may also be damaged by any involvement, or the involvement of any of our
employees, former employees or agents, in any regulatory investigation and by any allegations or findings
by relevant regulators or courts, even where the associated fine or penalty is not material.
Further, we outsource certain aspects of our business to third-party service providers in
accordance with applicable rules and regulations. If the capabilities of these service providers fail or if
other issues impact these third-party services, our business, financial condition, results of operations and
prospects could be adversely impacted, and we may become subject to regulatory fines or legal action as
a result of such events.
Any such misconduct, errors, failures or fraudulent activity or any impact thereof, may adversely
affect our business, financial condition, results of operations and prospects.
We are subject to risks related to the transactions that we enter into between buyers and
sellers of physical commodities.
In connection with certain parts of our business, we enter into a limited number of transactions as
principal to buy and sell physical products (including metals and petrochemical products). We are
exposed to potential losses where our buyer alleges that the physical commodities received by them do
not match the specifications that we have agreed with them and we are unable to recover the value of the
buyer’s claim from our seller. We may also experience financial loss and reputational damage in
connection with the nature of certain physical transactions that we enter into. For example, we are
currently engaged in arbitration proceedings with DK Trading & Supply LLC (“DKTS”) in relation to a
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delivery of allegedly contaminated crude oil. DKTS are seeking damages in relation to a flash title
transaction, pursuant to which our subsidiary, Pinnacle Fuel LLC (“Pinnacle”) purchased crude oil from a
supplier that it simultaneously sold on to DKTS. These types of dispute may divert management’s time
and could harm our reputation, business and financial condition.
In addition, the industry for certain physical products is subject to national and international
environmental and health and safety laws and regulations as well as product safety and product
stewardship regimes, including in relation to the handling, testing, storage and transport of such products.
We may incur significant costs due to violations of or liabilities under such laws, including liabilities related
to contamination at third-party facilities, where these involve fines, penalties, clean-up costs or third party
claims. These laws, regulations and requirements may also be subject to constant review by governments
and other competent authorities and often change. While we do not believe that any such changes would
have a material impact on our business, particularly given the limited nature and size of our activities, they
could result in us incurring additional costs in future because of the need to comply with any new
requirements or having to vary the terms of licenses held by us or obtain new licenses or otherwise
restrict our ability to perform this business.
Any of these factors, or the defence of our contractual rights, could adversely affect our business,
financial condition, results of operations and prospects.
We are subject to risks relating to litigation and may suffer losses and incur costs as a
result.
From time to time, we are and may become involved in legal proceedings, government and agency
investigations and employment or any other employee related disputes, tort, product liability or safety
claims and other litigation, including legal proceedings involving our clients and suppliers. We may take
legal action to enforce our contractual, intellectual property and other rights where we believe those rights
have been violated and that legal action is an appropriate remedy. We may also initiate claims against, be
subject to claims by or enter into disputes with our clients, particularly in the context of client defaults and
in connection with our brokerage activities. For example, our subsidiary Marex Financial (“MF”) is
currently engaged in legal proceedings with its client, Ocean Freight Trident Offshore Master Fund
Limited (“Ocean Freight”). Following Ocean Freight’s failure to meet its contractual obligations to pay
margin and to comply with a demand to reduce the size of its positions, MF exercised its rights under the
client agreement to close out Ocean Freight’s positions. Ocean Freight’s claim, issued in the English high
court in August 2025, alleges MF closed out its positions improperly and, in doing so, caused Ocean
Freight losses (including consequential losses) of USD 28.9m. We may incur significant costs in
defending any such claims or in making payments to resolve any such disputes.
If a client defaults, we may be unable to recover the funds owed to us by such client due to their
insolvency or for other reasons. Because we operate internationally, we may also be subject to client
disagreements on the application of contracts that are governed by English law or U.S. state law (as is
the standard position under our client agreements). Clients outside the United Kingdom or the United
States may claim that English or U.S. state law governed contracts are inapplicable in their respective
countries, and any subsequent application of local law may be less favorable to us in our claim against
the client. A third party may also initiate legal action against us or one of our acquired companies in
relation to such company’s activities prior to their acquisition by us, which we then must defend or settle.
For example, in 2023 our subsidiary, Marex Capital Markets Inc (“MCMI”), was involved in legal
proceedings initiated by BlockFi. et al (collectively “BlockFi”) regarding disputed assets formerly held by
MCMI’s client, Alameda Research LLC (“Alameda”), an affiliate of former cryptocurrency exchange FTX
Trading Ltd (“FTX”), and Emergent Fidelity Technologies LTD (“Emergent”), an affiliate of Alameda. As a
result of such proceedings, we incurred costs, faced reputational damage and our defence of such
proceedings required our management’s attention and time. While these proceedings did not have a
material impact on our business, any legal proceedings in the future could harm our reputation, business
and financial condition.
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We may also be subject to claims of economic or reputational significance, whether by a third
party or an employee (current or former) or agent. Such claims could involve, among other things:
•acts inconsistent with employment law or health and safety laws;
•contractual agreements;
•infringements of intellectual property rights; or
•personal injury, diversity or discrimination claims.
We are subject to the risk of litigation and claims that may be without merit. At present and from
time to time, we, as well as our past and present officers, directors and employees are and may be
named in legal actions, regulatory investigations and proceedings, arbitrations and administrative claims
and may be subject to claims alleging the violations of laws, rules and regulations, some of which may
ultimately result in the payment of fines, awards, judgments and settlements. We could incur significant
legal expenses in defending ourselves against and resolving lawsuits or claims even if we believe them to
be meritless.
We cannot predict with certainty the outcomes of these legal proceedings. The outcome of some
of these legal proceedings could require us to take, or refrain from taking, actions that could negatively
affect our business or could require us to pay substantial amounts of money adversely affecting our
financial condition and results of operations. There can also be no assurance that we are adequately
insured to protect against all claims and potential liabilities.
The defense of our contractual rights may be protracted, involve the expenditure of significant
financial and managerial resources and may ultimately not be successful, which could result in a negative
perception of us and cause the market price of our securities to decline, any of which may adversely
affect our business, financial condition, results of operations and prospects.
If we lose access to exchanges in the jurisdictions where we operate, our ability to
undertake some or all of our execution and clearing services would be affected.
We have membership to over 60 exchanges (including the LME, Chicago Mercantile Exchange
(“CME”), Dubai Gold & Commodities Exchange (“DGCX”), Singapore Exchange (“SGX”), European New
Exchange Technology (“Euronext”), Intercontinental Exchange (“ICE”) Futures and the Eurex Exchange)
and maintain an ongoing dialogue with regulatory personnel of each such exchange. Our memberships
with regulated exchanges allow us to generate revenue through commissions earned on executing and
clearing trades. In order to maintain these memberships, we are required to comply with the rules of the
relevant exchanges. We have in the past been, and may in the future be, subject to inquiries or actions by
exchanges for non-compliance with applicable rules. If we fail to comply with such rules or default on our
membership obligations (for example, by failing to pay required margin), we may be exposed to potential
action from such exchanges including warnings, monetary penalties, suspension or cancellation of
membership. If we lose some or all of our memberships, or if any of the relevant exchanges cease their
operations, we would lose access to these revenue streams.
If any exchange implements structural changes, such as adverse fee structures or higher margin
requirements, our business could be negatively impacted. If the exchanges relax membership
requirements, our clients may decide to become members, and the demand for our services may decline
as a result. We are, through our subsidiary, Marex Financial, a Category 1 member and Ring Dealer on
the LME, which historically has had only a small number of members. If the LME were to revoke Marex
Financial’s membership, adopt an adverse fee structure or extend membership opportunities to a wider
group, or if the LME were to cease operating, Marex Financial’s financial performance would be adversely
impacted, which would, in turn, adversely affect our business, financial condition, results of operations
and prospects.
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We require access to clearing and settlement services and other market infrastructure
arrangements, and without access to such arrangements, our ability to undertake some or all of
our activities would be adversely affected.
We use various Clearing Houses and settlement systems, such as T2 and Clearstream, across
our businesses. Loss of access to, or restrictions on our use of, these services due to non-compliance
with membership or participants’ requirements or other regulatory changes, credit or reputational issues
or for other reasons could impact our ability to carry out our activities. Exchanges, Clearing Houses or
other relevant counterparties have in the past and may in the future fail to perform their obligations or take
certain actions in response to, for example, market volatility, which has in the past and may in the future
result in us and our clients experiencing financial losses and margin calls.
As a member of various Clearing Houses, we must make default fund contributions to the
Clearing Houses. If another member defaults on their payment obligations to the Clearing Houses, we
may lose a percentage of the default fund contributions that we have been required to make as a member
of the Clearing Houses. We may suffer financial losses if clients default on their payment obligations to
the Clearing Houses or if exchanges, Clearing Houses or other relevant counterparties fail to perform
their obligations, which may adversely affect our business, financial condition, results of operations and
prospects.
Our success depends on the continued contributions of our key personnel, including our
brokers, and our ability to recruit, train, motivate and retain them.
Our success depends on the expertise and continued services of certain key personnel,
including:
•personnel involved in the management and development of our business;
•front-office staff directly generating revenue, such as brokers; and
•back-office staff involved in management of our control and support functions.
Our ability to recruit, train, motivate and retain qualified and highly effective personnel in all areas
of our business and ensure that our employment contract terms are appropriate and preserve flexibility is
an important driver of our future success. We must also retain and motivate employees as part of
acquisitions we undertake, as the retention of employees of acquired businesses may be crucial to our
ability to integrate such acquisitions into our business or to maintain the success of the businesses we
acquired.
We compete with other brokers and banks for front-office staff. This competition is intense and
may further intensify in the future. Our competitors have in the past and may try again in the future to
poach large numbers of brokers who have key counterparty relationships and relevant market knowledge
and play an important role in our acquisition and retention of business from clients. Salary and bonus
levels for front-office staff are generally based on activity levels generated by the individual broker’s team
and are sensitive to market compensation levels paid by competitors. Such competition, particularly for
brokers, may significantly increase our front-office staff costs. If we lose front-office staff to competitors,
we may experience losses of capability, client relationships and expertise.
When hiring front-office staff, we will generally agree salary and bonus levels based on an
employee’s representations of their activity levels, which may include certain performance-based targets.
If an employee is unable to achieve these performance-based targets, we may become subject to a
dispute over the payments of the compensation linked to such targets. This may result in front office staff
resigning, and we may experience losses in client relationships and employee knowledge, capability and
expertise. Further, as a result of any such disputes, we may also become involved in litigation with such
employees. For example, in 2024 we were involved in two disputes with former employees in the United
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States over compensation payments that the employees claimed were due to them in connection with
their employment, and in the course of defending our position incurred legal costs and a loss of
management time. In addition, where we hire teams of front-office staff from our competitors, there is a
risk that we may become involved in litigation with these competitors, which may incur legal costs and
require management time.
If we fail to attract and retain highly skilled brokers and other employees, lack the flexibility to
make appropriate employment-related decisions due to labor groups or otherwise, incur increased costs
associated with attracting and retaining personnel or fail to assess training needs adequately or deliver
appropriate training, we may be unable to compete effectively. Our failure to successfully manage these
risks could adversely affect our business, financial condition, results of operations and prospects.
The markets in which we operate are highly competitive, and competition could intensify.
If we are unable to continue to compete effectively, our business may be materially adversely
affected.
We have numerous current and potential competitors, both in the United Kingdom and
internationally, including other brokers and banks. Some of our current and potential competitors may
have larger client bases, more established name recognition and greater financial, marketing, technology
and personnel resources than we do. Some of our competitors and potential competitors may offer
services that are disruptive to current market structures and assumptions. Such factors may enable them
to, among other things:
•develop services similar to ours or new services that our clients prefer;
•provide access to trading in products or a range of products that we do not offer;
•provide better execution services and lower transaction costs;
•provide new services more quickly and efficiently;
•offer better, faster and more reliable technology;
•take greater advantage of new or existing acquisitions, alliances and other opportunities;
•more effectively market, promote and sell their services;
•migrate products more quickly or effectively to electronic platforms, which could move trading
activity from us;
•better leverage their relationships with their clients, including new classes of client; and/or
•offer better contractual terms to their clients, including lower commission rates.
Our competitors may develop new electronic trade execution or market information products that
gain wide acceptance in the market, the development of which, or shifts in market practice as a result of
which, could give relevant competitors a “first mover” advantage that may be difficult for us to overcome.
Any shift away from voice trading to electronic trading, for example, may expose us to substantial losses,
as we may be left with contractual obligations to maintain staff and brokers suited to and trained for voice
trading rather than electronic trading.
New or existing competitors could gain access to markets or services where we currently enjoy a
competitive advantage. These could include banks and other financial institutions with which we have
competed historically, should they choose to re-enter the commodity industry. Competitors may have a
greater ability to offer new services or existing services to more diverse clients. Such factors may erode
our market share or our current competitive advantages.
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Even if new or existing competitors do not significantly erode our market share or competitive
positioning, they may offer their services at lower prices. If we are required to reduce our commissions to
remain competitive, our profitability may be adversely affected. Competitors may offer their services at a
loss to attract new business, which could cause us to dramatically lower our commissions or risk losing
clients.
To remain competitive, we must continue to invest in the development of our business to
respond to changing trends and remain competitive with our research, technology and data
offerings. If we fail to do so successfully, we may be adversely impacted.
To remain competitive in the dynamic markets in which we operate, we must invest in the
development of our business to respond to changes in client demands. We may need to be responsive to
changing trends, particularly regarding energy products. We will also need to be competitive in the
development of our research, technology and data offerings. The artificial intelligence tools we rely on,
such as the Neon trading platform, can quickly become eclipsed by newer technological offerings such as
novel electronic trade execution or market information products.
Our business development activity may include:
•hiring brokers;
•opening offices in new countries;
•expanding existing offices and infrastructure;
•providing broking and other services in new product markets (such as renewables);
•serving different types of clients;
•developing and/or acquiring new technology; and
•undertaking activities through different business models.
Such activity may be achieved by investing in existing businesses and may result in changes to
our risk profile. Failure to expand the business effectively, to manage changes in our risk profile
appropriately or to realize the benefits of investments in some markets may adversely affect our business
or prevent us from achieving the anticipated benefits.
Further, any consolidation among our clients may also cause us to depend on a smaller number
of clients, which could result in additional pricing pressure and/or require us to implement changes in
order to service these clients. If our business depends on maintaining good relationships with a small
number of clients, any adverse change in those relationships could adversely affect our business,
financial condition, results of operations and prospects.
Climate change and a transition to a lower carbon economy may disrupt supply chains
and lead to decreases in consumer demand and the size of the market for certain of our energy
products.
Climate change could cause severe weather events, including significant rainfall, flooding,
increased frequency or intensity of wildfires, prolonged drought, rising sea levels and rising heat index,
any of which could disrupt our and our clients’ supply chains and otherwise adversely affect the
businesses of our clients and, in turn, their ability to meet their financial obligations to us. For example,
extreme weather caused by climate change has in the past and could impact the growing seasons, water
availability and crop productivity of the agriculture industry and, as a result, adversely affect the financial
condition and prospects of our agriculture clients.
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Laws, regulations, policies, social attitudes, client preferences, market responses and
technological developments and innovations relating to climate change and the transition to a lower
carbon economy could also adversely affect our business, financial condition, results of operations and
prospects. See Item 3D “Risk Factors – Sustainability and environmental, social and governance factors
are key and growing focus areas for politicians, policy makers, regulators, investors, activists and
consumers worldwide. If we fail to keep pace with the growing body of legislative and regulatory reform in
this area and regulator and client expectations, our business may be adversely affected.
If regulatory incentives alter fuel or power choices, there may be a decrease in the size of the
markets for certain energy products where we historically had significant market shares (such as fuel oil).
We may fail to capture market share as interest increases in new energy products or adequately price
future assumptions for these new commodities. Depending on the nature and speed of any such
changes, we may be unable to successfully compete in or transition away from oil and gas to renewable
commodity markets or from, for example, crude oil and residual fuel to middle distillates or higher
distillates, such as liquid natural gas. Failure to make such a transition may result in decreased revenue,
which could adversely affect our business, financial condition, results of operations and prospects.
We will need to replace, upgrade and expand our computer and communications systems
in response to technological or market developments, and the failure to do so could adversely
affect the performance and reliability of such systems and networks, and as a result, our ability to
conduct business.
Any failure to adequately maintain and develop our computer and communications systems and
networks could adversely affect the performance and reliability of such systems and networks, which in
turn could harm our business.
The markets in which we compete are characterized by rapidly changing technology, evolving
client demand and uses of our products and services and the emergence of new industry standards and
practices. Changes in any of these factors could render our existing technology and systems obsolete or
undermine the attractiveness of new products and services that we develop. Our future success will
depend in part on our ability to anticipate and adapt to technological advances, evolving client demands
and changing standards in a timely, cost-efficient and competitive manner and to upgrade and expand our
systems and client offerings accordingly.
Any further upgrades or expansions in technology and the use of such technology may require
significant expenditures. Updates to our systems may result in program errors, which could negatively
impact our business and our clients. We may fail to update and expand our systems adequately, and any
upgrade or expansion attempts may not be successful or accepted by the marketplace or our clients. If
we fail to update and expand our systems and technology adequately, or to adapt our systems and
technology to meet evolving client demands (particularly in more conservative markets such as the United
States) or emerging industry standards, we may be unable to compete effectively. Our failure to
successfully manage these risks could adversely affect our business, financial condition, results of
operations and prospects.
If we lose access to our premises or become unable to operate from our facilities, our
ability to conduct our business may be limited.
Our employees operate from premises that provide the necessary facilities and systems to enable
them to carry out their roles. Our disaster recovery sites, work-from-home policies and capabilities and
business continuity plans may not cover all activities within our business. If our business continuity plans
do not operate effectively, or if our work-from-home capabilities fail, our business may be adversely
affected. Any of the above factors could adversely affect our business, financial condition, results of
operations and prospects.
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Acquisitions may expose us to regulatory or legal proceedings, which could adversely
impact our reputation and result in financial losses.
When acquiring a business, we have in the past and may in the future enter into an agreement
with the seller to acquire either the entire share capital of the target company or all or certain assets of the
target company. If we identify a specific matter during the due diligence process that could expose us to
litigation or other material risks, we may structure the transaction so that instead of acquiring the target
company from the seller, we acquire substantially all the assets of such company but exclude specific
liabilities from the transaction. In such case, the company and the excluded liabilities would remain with
the seller.
Despite these arrangements, we may nevertheless become involved in legal proceedings after an
acquisition is completed. For example, a third party may initiate a claim against us, instead of the seller, in
connection with liabilities that were specifically excluded from the scope of the acquisition, which may
cause us to suffer reputational damage. If we are required to pay any fees, including legal fees, as a
result, we may need to seek compensation from the seller, which may be difficult to obtain.
In addition, we may become involved in regulatory proceedings in connection with pre-acquisition
events. For example, in 2023 and 2024, MCMI was subject to various requests from regulatory bodies
and governmental authorities in connection with the FTX bankruptcy and the accounts held with MCMI by
FTX’s affiliates, Alameda and Emergent.
Even where we are not directly involved in regulatory or legal proceedings, our reputation and/or
the reputation of our acquired companies may be adversely affected by pre-acquisition events. For
example, in June 2023, the FCA in the United Kingdom fined ED&F Man Capital Markets Limited (now
called MCML Limited), the U.K. subsidiary of ED&F Man Holdings Limited that we did not acquire, £17.2m
for failing to ensure that certain dividend arbitrage trading activities that its clients carried out between
February 2012 and March 2015 were legitimate. Liability for these activities remained with the ED&F
group, as we had identified these activities as a risk during our due diligence process and intentionally
structured our acquisition of ED&F Man Capital Markets in the United Kingdom as an asset sale to
exclude any such losses or liabilities. However, our association with ED&F Man Capital Markets Limited
and the press coverage of the fine caused us to contact certain press agencies to correct certain facts
from the way they were initially reported. We have also been incorrectly served with legal proceedings in
connection with the same activities.
Regulatory or legal proceedings arising from an acquisition could also divert our management
team and resources away from core business activities and the execution of our business strategy. Our
failure to successfully manage these risks could adversely affect our business, financial condition, results
of operations and prospects.
If we fail to identify and complete further acquisitions on favorable terms or at all, or fail to
effectively integrate our acquisitions, our future growth could be adversely affected.
Since 2019, we have made numerous acquisitions of varying sizes in the United Kingdom, United
States, Asia-Pacific region and Europe, including CSC Commodities UK Limited, the business and assets
of the Rosenthal Collins Group LLC, X-Change Financial Access LLC (“XFA”), the U.K. business of and
certain U.S. entities from ED&F Man Capital Markets, the brokerage business of and select entities from
the OTCex/HPC group, Cowen’s legacy prime services and outsourced trading business and the
Winterflood business. A significant portion of our historical growth has been achieved through strategic
acquisitions. We believe acquisitions will continue to form a central pillar of our growth strategy going
forward. Our ability to successfully identify and complete further acquisitions will depend on many factors,
including:
•the availability of suitable acquisition opportunities;
24
•obtaining any required financing on suitable terms;
•the level of competition from other companies, which may have greater financial resources;
•our ability to value potential acquisition opportunities accurately and negotiate acceptable terms
for those opportunities; and
•our ability to obtain approvals and licenses from the relevant governmental authorities and to
comply with applicable laws and regulations without incurring undue costs and delays.
Acquisitions may divert significant management time and attention from the ongoing development
and operation of our business. Any of these factors could adversely affect our ability to identify and
complete further acquisitions on favorable terms or at all. If we negotiate acquisitions that are not
ultimately consummated, such negotiations could divert management time from core business activities
and result in significant out-of-pocket costs.
Even if we are able to acquire other businesses, we may encounter challenges when integrating
acquisitions into our business, including challenges that we cannot anticipate or foresee at the time of
acquisition. If we fail to retain the existing clients of the acquired companies or to retain and assimilate
such companies’ key personnel, the expected revenue and cost synergies associated with such
acquisitions may not be realized in full or at all. The process of integrating any acquisitions may also take
longer than expected. If we encounter any unforeseen legal, regulatory, contractual, employment or other
issues or significant unexpected liabilities or contingencies, the integration process may be further
delayed.
Other challenges may arise during the integration process. We may fail to effectively integrate the
acquired business into our financial reporting, information technology and/or risk management
frameworks. As our business continues to grow, we will be required to further develop and enhance our
managerial, operational and other resources and to embed effective internal controls and governance
procedures at a rate that is commensurate to the growth of our business. If we fail to effectively manage
the integration process, we may be subject to additional regulatory scrutiny and the potential for
regulatory sanctions, increased compliance and other costs and damage to our reputation. After the
integration process is complete, we may fail to realize the expected benefits of our acquisitions. Since a
significant portion of our historical growth, including our recent growth, has been achieved through
acquisitions, any failure to successfully manage these risks may adversely affect our business, financial
condition, results of operations and prospects.
Our due diligence in connection with acquisitions may not effectively identify, or the seller
may omit to disclose, material matters that could expose us to legal proceedings or regulatory
action or result in reputational harm and/or financial loss.
When conducting due diligence and assessing an acquisition target prior to completion, our
management team and our legal and financial advisers rely on the resources available to them, including
information and data regarding an acquisition target that the seller will have provided directly. Our
management team and advisers may not be able to confirm the completeness, genuineness or accuracy
of such information and data. As a result, we depend on the integrity and accuracy of the seller and any
parties that act on the seller’s behalf. The due diligence process may also be expedited where we are
seeking to take advantage of short-lived acquisition opportunities. As a result, the available information at
the time of an acquisition decision may be limited, inaccurate and/or incomplete, and our management
team and advisers may not have sufficient time to fully evaluate such information even if it is available.
The due diligence process may not reveal or highlight all relevant facts that may be necessary or
helpful when we are evaluating an acquisition opportunity. For example, we may fail to identify or assess
the magnitude of certain liabilities, shortcomings or other circumstances when we are determining the
value of an acquisition target. We will also make subjective judgments about the results of operations,
25
financial condition and prospects of an acquisition target. If the due diligence process fails to correctly
identify material risks and liabilities, or if we consider such material risks to be commercially acceptable
relative to the opportunity and we do not receive adequate recourse for such risks, we may not be able to
recover our losses from the seller. We may also have to litigate to recover losses, which may be costly
and divert management attention, and we may suffer reputational damage as a result.
The value of an acquisition target may also be affected by fraud, misrepresentation or omission
by the seller, its advisers or other parties. Such fraud, misrepresentation or omission may artificially inflate
our valuation of the acquisition target, causing us to overpay, or increase the risk that the acquired
company is subject to unforeseen litigation or regulatory action after completion. Any of the above factors
could adversely affect our business, financial condition, results of operations and prospects.
Our risk management policies and procedures may leave us exposed to unidentified or
unanticipated risk, which could harm our business.
Our risk management policies and procedures may not be fully effective in mitigating our risk
exposure in all market environments or against all types of risk, including risks that are unidentified or
unanticipated. These policies and procedures rely on a combination of technology and human controls
and supervision that are subject to error and failure. Some of our methods for managing risk are
discretionary by nature, are based on internally developed controls and observed historical market
behavior and also rely on standard industry practices. These methods may not adequately prevent
losses, particularly as they relate to extreme market movements, which may be significantly greater than
historical fluctuations in the market. In addition, our policies and procedures may not adequately prevent
losses due to technical errors if our testing and quality control practices are not effective in preventing
software or hardware failures.
Changes to our risk policies and procedures accommodating increased risk tolerance will
increase the Firm’s exposure to greater losses. For example, the Firm has aligned the value-at-risk
methodology used by different business lines. However, coverage is not complete, and work is ongoing to
incorporate specific exotic products. We recognize this limitation by applying a wide range of stress
testing, both on individual portfolios and on our consolidated positions. We continue to develop our VaR
framework and risk sensitivities to help us ensure a more consistent method of risk management for all
desks. However, there can be no assurance that these measures will be effective in identifying or
mitigating all risks, and any failure to accurately measure or manage our risk exposure could have a
material adverse effect on our business, financial condition, and results of operations.
Even if our risk management policies and procedures are effective in mitigating known risks, new
unanticipated risks may arise, and we may not be protected against significant financial loss stemming
from these unanticipated risks. These new risks may emerge if, among other reasons, regulators adopt
new interpretations of existing laws, new laws are adopted or third parties initiate litigation against us
based on new, novel or unanticipated legal theories. Our policies and procedures may not prevent us
from experiencing a material adverse effect on our financial condition and results of operations and cash
flows.
Risks Relating to Our Financial Position
Changes in judgments, estimates and assumptions made by management in the
application of our accounting policies may result in significant changes to our reported financial
condition and results of operations.
Accounting policies and methods are fundamental to how we record and report our financial
condition and results of operations. In the application of our accounting policies, management must make
judgments, estimates and assumptions about the carrying amounts of assets and liabilities that are not
readily apparent from other sources.
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These judgments, estimates and assumptions are based on historical experience and other
factors that are considered relevant. Judgments, estimates and assumptions are reviewed on an ongoing
basis and revisions to accounting estimates are recognized in the accounting period in which an estimate
is revised. Actual results may differ from these estimates, and revisions to estimates can result in
significant changes to the carrying value of assets and liabilities. Because of the uncertainty surrounding
management’s judgments and related estimates, we may make changes in accounting judgments or
estimates that have a significant effect on the reported value of our assets and liabilities and our reported
results of operations and financial position.
We require financial liquidity to facilitate our day-to-day operations. Lack of sufficient
liquidity could adversely impact our operations and limit our future growth potential.
We require substantial financial liquidity to facilitate our operations. Our business involves the
establishment and carrying of substantial open positions for our clients on exchanges and in the OTC
derivatives markets. We must post and maintain margin or credit support for these positions. Significant
adverse price movements can occur that require us to post margin or other deposits on short notice,
whether or not we are able to collect additional margin or credit support from our clients.
We may depend on our debt financing arrangements to fund margin calls and other operating
activities. Any limitations on these sources of liquidity may limit our future growth potential. Our failure to
fund margin calls and other operating activities, or a general lack of sufficient liquidity, may prohibit us
from developing, enhancing and growing our business, taking advantage of future opportunities and
responding to competitive pressure, any of which may adversely affect our business, financial condition,
results of operations and prospects. We also rely on our structured notes program, under which we and
our subsidiary Marex Financial issue warrants, certificates or notes, including auto callable, fixed, stability
and credit-linked notes with varied terms (the “Structured Notes Program”), as an important source of
liquidity. As of December 31, 2025, we had $4,226.1m debt securities outstanding under the Structured
Notes Program, some which may be automatically redeemed if certain underlying conditions outside of
our control are met. If a large amount of investors are able to redeem these debt securities, this could
negatively impact our liquidity. If our Hedging and Investment Solutions business is unable to sell
structured notes to investors, either because of a credit downgrade or for any other reason, this may limit
our future growth, and we may need to raise additional funds externally, either in the form of debt or
equity.
Changes to our credit ratings may impact our access to liquidity and future growth
potential.
In addition to our Structured Notes Program, we have a Euro Medium Term Note Program
(“EMTN Program”), a public offer program, under which our subsidiary Marex Financial issues warrants,
certificates or notes, including auto-callable, fixed, stability and credit-linked notes with varied terms (the
“Public Offer Program”), a Tier 2 Capital structured notes program within which Marex Financial, as issuer
or co-issuer, can offer investors returns that are linked to the performance of a variety of asset classes
(the “Tier 2 Program”) and have issued a Fixed Rate Reset Perpetual Subordinated Contingent
Convertible Notes Program (“AT1 Securities”). We also have three SEC-registered programs under which
we can issue different types of senior U.S. debt securities. On October 28, 2024, our Form F-1
Registration Statement under which we can offer, on a continuous basis, up to $700.0m in aggregate
principal amount (or the equivalent thereof if any other currency) of senior notes due nine months or more
from date of issue (the “F-1 Statement”) became effective, to and, on May 01, 2025, we filed a Form F-3
Registration Statement with the SEC under which we can offer senior debt securities, subordinated debt
securities and contingent capital securities (the “F-3 Program) (the F-1 Statement and the F-3 Program
together the “Senior Notes Program” and the senior U.S. debt securities issued thereunder the “Senior
Notes”). On August 04, 2025, we filed a second Form F-3 Registration Statement with the SEC to offer
senior debt securities (“Solutions Securities” and the Solutions Securities Program the “Solutions
Securities Program”). A downgrade of our or Marex Financial’s credit rating could have a material adverse
effect on our ability to issue and sell the securities under the Structured Notes Program, EMTN Program,
27
Public Offer Program, the Tier 2 Program, the Senior Notes Program, the Solutions Securities Program or
to issue additional AT1 Securities, as, in either case, the securities would be less attractive to potential
investors. Our clients’ confidence in our business may also be affected by any credit rating downgrade.
If we experience a credit rating downgrade, we may be unable to renew the revolving credit
facility we have with HSBC Bank PLC, Barclays Bank plc, Bank of China Limited, London Branch and
Industrial and Commercial Bank of China Limited, London Branch (the “Marex Revolving Credit Facility”),
the revolving credit facility MCMI has with BMO Harris Bank N.A. (now BMO Bank N.A.) and a syndicate
of lenders (the “MCMI Revolving Credit Facility”) or the uncommitted securities financing facility with BMO
Harris Bank N.A. (now BMO Bank N.A.) (the “MCMI Credit Facility” and, together with the Marex
Revolving Credit Facility and the MCMI Revolving Credit Facility, the “Credit Facilities”) at the end of each
of the respective terms. In such event, it may not be possible to replace our Credit Facilities with another
instrument on commercially favorable terms or at all. If any of our Credit Facilities are unavailable, we
may need to raise additional funds externally, either in the form of debt or equity.
Failure to maintain sufficient liquidity because of a credit downgrade may limit our future growth
potential. Moreover, because we enter into certain OTC derivative transactions as principal and issue
structured notes to investors, a lower credit rating would make our Hedging and Investment Solutions
business less attractive to current and prospective clients. Our failure to successfully manage these risks
could adversely affect our business, financial condition, results of operations and prospects.
Investor claims, litigation or regulatory scrutiny may limit our ability to use the Structured
Notes Program, the Public Offer Program, the EMTN Program and the Senior Notes Program as
sources of liquidity or result in losses or reputational damage.
The Structured Notes Program, the Public Offer Program, the EMTN Program and the Senior
Notes Program are important sources of liquidity for our business. The value and quoted price of the
structured notes issued under the Structured Notes Program and the Public Offer Program and notes
issued under the EMTN Program, the Senior Notes Program and the Solutions Securities Program at any
time will reflect many factors and cannot be predicted. The following factors, among others, many of
which are beyond our control, may influence the market value of the notes:
•interest rates and yield rates in credit markets;
•the time remaining until the notes mature;
•our creditworthiness, whether actual or perceived, including any actual or anticipated upgrades or
downgrades in our credit ratings or changes in other credit measures; and
in the case of the structured notes:
•the volatility of the levels of the underlying assets;
•whether the notes are linked to a single underlying asset or a basket of underlying assets;
•the level, price, value or other measure of the underlying asset(s) to which the notes are linked;
and
•economic, financial, regulatory, geographic, judicial, political and other developments that affect
the level, value or price of the underlying asset(s), and any actual or anticipated changes in those
factors.
Changes in the above factors may adversely affect the value of the notes, including the price an
investor may receive for the notes in a secondary market transaction. A decrease in the price an investor
may receive for the notes may expose us to investor lawsuits and claims regarding potential mis-selling or
accusations of misrepresentations regarding the notes. Such claims, and the associated reputational
28
damage, may impact our ability to market, and investor demand for, these programs. Our failure to market
these programs, or a lack of investor demand for the notes issued under any of these programs, may
decrease our net liquidity reserves.
We use third-party distributors to distribute structured notes to investors. If the distributors breach
their contractual obligations to us to appropriately distribute the structured notes to the target market that
we have identified, or misrepresent the financial performance of the notes, we may be subject to mis-
selling claims from investors in the structured notes. A distributor may otherwise breach its contractual
obligations to us including, for example, by failing to fulfill investor orders that are communicated to us
and for which we have already entered into hedging transactions.
Any of the above factors may impair our development and use of the Structured Notes Program,
the Public Offer Program, the EMTN Program or the Senior Notes Program and adversely affect our
business, financial condition, results of operations and prospects.
A significant decrease in investor demand for the AT1 Securities could adversely impact
our ability to issue further AT1 Securities to satisfy our capital requirements.
In recent years, there has been uncertainty as to the regulatory treatment of contingent
convertible securities, like our AT1 Securities, in times of financial turmoil. For example, as part of the sale
of Credit Suisse Group AG (“Credit Suisse”) to UBS Group AG (“UBS”) announced in March 2023, the
Swiss Financial Market Supervisory Authority issued a decree ordering the write-down of outstanding
Credit Suisse Additional Tier 1 instruments (the “AT1 Instruments”), comprising an aggregate nominal
value of approximately CHF 16bn ($17.3bn). The write-down, which was implemented pursuant to the
contractual terms of the AT1 Instruments, was enforced notwithstanding the ability of the holders of Credit
Suisse ordinary shares to receive consideration in connection with the sale to UBS.
In times of financial stress, there is no guarantee that Common Equity will remain the first to
absorb losses in case of resolution or insolvency, including under governing laws other than Swiss law,
and that only after their full use would Additional Tier 1 instruments be converted into equity or written
down. If our AT1 Securities are converted into ordinary shares, the number of our ordinary shares issued
and outstanding would increase, and our existing shareholders would experience dilution. Further write-
downs of Additional Tier 1 instruments in response to unexpected circumstances could adversely impact
investor demand for Additional Tier 1 instruments going forward, including demand for our issuance of the
AT1 Securities. If investor demand for the AT1 Securities declines, we may need to rely on other
instruments to satisfy our capital requirements, and failure to meet our capital requirements could lead to
materially adverse regulatory enforcement proceedings or a downgrade in our credit ratings from S&P
and Fitch. Our failure to successfully manage these risks could adversely affect our business, financial
condition, results of operations and prospects.
The agreements governing our Credit Facilities and other debt contain financial covenants
that impose restrictions on our business.
The agreements governing our Credit Facilities, Structured Notes Program, Public Offer Program,
EMTN Program, Senior Notes Program, Solutions Securities Program and other debt impose significant
operating and financial restrictions and limit our ability and that of our restricted subsidiaries to incur and
guarantee additional indebtedness or make other distributions in respect of, or repurchase or redeem,
capital stock and prepay, redeem or repurchase certain debt, among other restrictions.
Our failure to comply with these restrictive covenants, as well as others contained in any future
debt instruments we may enter into from time to time, could result in an event of default, which, if not
cured or waived, could have a material adverse effect on our business, financial condition and results of
operations and require us to repay these borrowings before their maturity. Our inability to generate
sufficient cash flow to satisfy our debt obligations, to obtain additional debt or to refinance our obligations
29
on commercially reasonable terms would have a material adverse effect on our business, financial
condition and results of operations.
Our indebtedness may increase, including as a result of the offering of Senior Notes, which could
adversely affect our ability to raise additional capital to fund our operations, limit our ability to react to
changes in the economy or our industry, expose us to interest rate risk to the extent of our floating rate
notes and prevent us from meeting our debt obligations.
We regularly review opportunities to diversify and expand our capital structure, and on October
30, 2024, following the launch of our Senior Notes Program, we completed an offering and received net
proceeds of $596.7m. On May 01, 2025 we completed a further offering and received net proceeds of
$498.3m. As of December 31, 2025, we had $5,721.6m of outstanding debt securities, and any future
Senior Notes or other notes offered will increase our outstanding indebtedness. Any Senior Notes we may
offer may subject us to further restrictions, including covenants that could restrict our ability to obtain
additional financing in the future. The terms of such Senior Notes will be set out in an applicable
prospectus supplement to the Senior Notes Registration Statement. Our indebtedness, including any
increased indebtedness could have adverse consequences, including:
•exposing us to the risk of increased interest rates to the extent any of our borrowings are at
variable rates of interest;
•increasing our cost of borrowing;
•increasing our vulnerability to adverse economic, industry or competitive developments;
•requiring a substantial portion of cash flow from operations to be dedicated to the payments on
our indebtedness, reducing our ability to use cash flow to fund our operations, capital
expenditures and future business opportunities;
•making it more difficult for us to satisfy our obligations with respect to our indebtedness, including
restrictive covenants and borrowing conditions, which could result in an event of default under the
agreements governing such indebtedness;
•restricting us from making strategic acquisitions or causing us to make nonstrategic divestitures;
•limiting our ability to obtain additional financing for working capital, capital expenditures product
development, debt service requirements, acquisitions and general corporate or other purposes;
and
•limiting our flexibility in planning for, or reacting to, changes in our business or market conditions
and placing us at a competitive disadvantage compared to our competitors who are less highly
leveraged and who, therefore, may be able to take advantage of opportunities that our leverage
prevents us from exploiting.
Any such fluctuation in the financial and credit markets, or in the rating of us or our subsidiaries,
may impact our ability to access debt markets in the future or increase our cost of current or future debt,
which could adversely affect our business, financial condition or results of operations.
Risks Relating to Regulation
If we fail to comply with applicable law and regulation, we may be subject to enforcement
or other action, forced to cease providing certain services, either generally or to certain
categories of clients, or obliged to change the scope or nature of our operations.
We operate in a highly regulated environment. Our business includes multiple entities that are
regulated by financial services regulators in different jurisdictions, including but not limited to:
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•the FCA in the United Kingdom;
•the AMF and the ACPR in France;
•ASIC in Australia;
•the Alberta Securities Commission and the Ontario Securities Commission in Canada;
•the Central Bank of Ireland;
•the Bank of Italy and Consob in Italy;
•the CMVM in Portugal;
•the CNMV in Spain;
•the BaFin in Germany;
•the JFSC in Jersey;
•FINMA in Switzerland;
•the SCA and the DFSA in Dubai;
•the SCA and FSRA in Abu Dhabi;
•the SFC in Hong Kong;
•MAS in Singapore;
•the CFTC, the SEC, FINRA, and the NFA in the United States; and
•the CMV in Brazil.
Our failure to comply with applicable regulatory requirements, including with respect to financial
crime regulations (including those pertaining to sanctions, AML, anti-corruption, tax evasion and fraud),
regulatory capital requirements, conduct of business, governance, reporting obligations and oversight of
our internal control environment, could subject us to regulatory enforcement or other actions.
As we grow and diversify our business by expanding into new jurisdictions, services and
products, we will be required to operate within new regulatory frameworks. Such new frameworks can be
complex, and even where we have consulted local specialists, there is a risk that we may fail to
understand or fully implement certain regulatory requirements. In addition, in connection with the
acquisitions that we enter into, we may be required by regulators in applicable jurisdictions to take steps
to bring the target business in line with regulatory requirements. Where we fail to do so, we may be
exposed to regulatory inquiries, enforcement or other action as well as reputational damage.
Equally, the regulatory landscape is constantly evolving in the markets in which we operate
(including where we are not currently regulated), with rules and guidance changing frequently, typically
increasing our regulatory and compliance obligations and ongoing responsibilities to the markets and our
clients. Failure to keep up to date on these developments and implement them correctly and in a timely
way may expose us to regulatory inquiries, enforcement or other action as well as reputational damage.
Regulatory compliance requires a significant commitment of resources. Our ability to comply with
applicable law and regulation largely depends on our establishment and maintenance of compliance, risk,
control and reporting systems, as well as our ability to attract and retain qualified compliance, risk and
other control function personnel. These requirements may require us to make future changes to our
31
management and support, control and oversight structure that could significantly increase our costs. We
make numerous reports to regulators about relevant trading activities, both on our own behalf and on
behalf of certain of our clients. If we fail to make such reports, or make any errors or discrepancies in
such reporting, we could be subject to enforcement or other regulatory actions.
This could similarly expose us to litigation, regulatory inquiries, enforcement or other action, as
well as reputational damage. Regulators have broad powers to investigate and enforce compliance with
applicable rules and regulations, including the ability to require the appointment of a skilled person,
appoint investigators, impose censures or financial penalties on us, fine, suspend or prohibit our
employees from performing regulated activities or limit or withdraw authorizations that we require to
operate portions of our business.
We have failed in the past, and may fail in the future, to comply with certain regulatory
requirements and have been subject to fines and other orders by U.S. and other regulators and self-
regulatory organizations (“SROs”) (including, but not limited to, the CFTC, the CME and Nasdaq Global
Select Markets (“Nasdaq”)) in connection with certain of our activities. We have also, from time to time,
been subject to immaterial fines by U.S. and global regulators and SROs in connection with routine
exchange supervisory oversight. Our failure to address these or any future supervisory action,
investigations or enforcement actions could adversely affect our reputation, result in losses of clients and
employees, reduce our ability to compete effectively, result in financial losses or result in potential
litigation, regulatory actions or penalties (including the imposition of limits on, or withdrawals of, regulatory
authorizations). Our failure to successfully manage these risks could adversely affect our business,
financial condition, results of operations and prospects.
Companies in the financial services industry have been subject to an increasingly regulated
environment over recent years, and penalties and fines sought by regulatory authorities have increased
considerably. In addition, following recent news, congressional, regulatory and news media attention to
U.S. equities market structure and the regulatory and enforcement environment more generally, has
created uncertainty with respect to various types of transactions that historically had been entered into by
financial services firms and that were generally believed to be permissible and appropriate. The
relationships between broker-dealers and market making firms, short selling and “high frequency” and
other forms of low latency or electronic trading strategies continue to be the focus of extensive regulatory
scrutiny by federal, state and foreign regulators and SROs, and such scrutiny is likely to continue.
We and our businesses are subject to regulation by the CFTC, the NFA, the SEC, FINRA
and other regulatory and self-regulatory organizations. Complying with relevant regulations may
result in significant costs and expenses and adversely affect our business, financial condition and
results of operations.
Certain Marex entities are subject to significant governmental regulation in the United States and
are required to comply with requirements imposed by the CFTC, the NFA, the SEC, FINRA and other
regulatory and self-regulatory organizations. The Dodd-Frank Wall Street Reform and Consumer
Protection Act (the “Dodd-Frank Act”) amended the Commodity Exchange Act, as amended (“CEA”) to
provide for federal regulation of the OTC derivatives market and entities, such as us, that may participate
in those markets. The CFTC is responsible for enforcing the CEA and has broad enforcement authority
over commodity futures and options contracts traded on regulated exchanges as well as other
commodities trading in interstate commerce. Designated by the CFTC as a registered futures association,
the NFA is the industry-wide, SRO for the U.S. derivatives industry. The NFA has the authority to
implement what it believes are best practices for the industry, create rules that its members must follow
and impose fines or revoke the membership of its members. To that end, the Marex entities subject to
regulation by the CFTC, the NFA or other SROs must comply with the requirements set out by the CEA,
NFA or other applicable law including, as applicable, minimum financial and reporting requirements, the
establishment of risk management programs, use of segregated accounts for customer funds,
maintenance of record keeping measures and, in particular, the requirement that trade execution and
communications systems be able to handle anticipated present and future peak trading volumes. The
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SEC is responsible for enforcing U.S. federal securities laws, including the Securities Act of 1933, as
amended (the “Securities Act”) and the Exchange Act. The SEC has broad enforcement authority over
public companies, investment firms and broker-dealers involved in issuing and transacting in securities on
regulated exchanges and OTC markets. FINRA is an SRO authorized by the SEC to oversee and
regulate member firms and their registered representatives. As part of its regulatory authority, FINRA
periodically conducts regulatory exams of its member firms. FINRA licenses individuals and admits firms
to the industry, writes rules to govern their behavior subject to oversight and approval by the SEC,
examines them for regulatory compliance, and disciplines registered representatives and member firms
that fail to comply with federal securities laws and FINRA’s rules and regulations.
Regulators including but not limited to the CFTC, the NFA, the SEC, FINRA and other regulatory
and self-regulatory organizations continue to review and refine their rulemakings through additional
interpretive guidance, staff no-action relief and supplemental rulemakings. As a result, any new
regulations, or modifications to or interpretations of existing regulations, could significantly increase the
cost of derivatives and securities transactions, materially alter the terms of derivative contracts, reduce
the availability of derivatives to protect against risks encountered, reduce our ability to close out or
restructure our existing derivatives contracts, reduce our ability to facilitate securities transactions and
increase our exposure to counterparties. If we are limited in our use of derivatives in the future as a result
of amendments to regulations promulgated under the Dodd-Frank Act, our results of operations may
become more volatile and our cash flows may be less predictable, which could adversely affect the ability
to plan for and fund capital expenditures.
Our current regulatory authorizations could be withdrawn or limited, or we may be unable
to obtain the necessary authorizations to expand our business into new jurisdictions.
The loss of, or the imposition of material limitations or conditions on, any of our authorizations,
permissions or licenses to carry on regulated business could materially impact our operating model.
The loss of any FCA, CFTC, NFA, SEC, FINRA or other authorizations, permissions, licenses or
registrations would limit our operations in the United Kingdom, the United States and other relevant
jurisdictions. Because the United Kingdom and the United States contributed a significant proportion of
our operating profit for the years ended December 31, 2025, 2024,and 2023, limitations on our operations
in either of those jurisdictions would have a material adverse effect on our business. We also operate an
Organized Trading Facility (“OTF”) as defined in Directive 2014/65/EU on markets in financial instruments
(“MiFID II”) (including as implemented and on-shored (as relevant) in the United Kingdom and as
amended from time to time) in three entities: Marex Spectron Europe Limited in Ireland, Marex SA in
France and HPC Investment Services Limited in the United Kingdom. The loss of permission to operate
these OTFs could impact clients of our Agency and Execution business who require their trades to be
executed on an OTF. This could cause certain of our clients to move their business to a competing OTF
operator.
If we fail to comply with applicable law and regulation, we may lose our existing authorizations,
permissions, licenses or registrations, and we may be unable to obtain such new approvals in those
jurisdictions or elsewhere as needed to continue to provide our business. Other factors, such as a transfer
of oversight to a new regulator or a change in regulatory or government policy, could also affect these
matters. Our failure to maintain or obtain regulatory authorizations, permissions, licenses or registrations
in new jurisdictions could prevent us from maintaining or expanding our business. Any of these risks could
adversely affect our business, financial condition, results of operations and prospects.
Changes in law and regulation could have direct and indirect adverse impacts on our
business, activities, clients, market dynamics and structure.
We are subject to the continued risk of legislative and regulatory change, which may further affect
our business. We operate in highly regulated environments and are regulated by financial regulators in a
number of different jurisdictions, including but not limited to the FCA in the United Kingdom and the CFTC,
33
the NFA and the SEC in the United States. Financial regulators may propose or adopt new rules, or new
interpretations of existing rules, and certain market participants, SROs, government officials and
regulators have requested that governmental and regulatory authorities, including U.S. Congress, the
SEC and the CFTC, propose and adopt additional laws and rules. These include rules relating to payment
for order flow, which the FCA and the European Securities and Markets Authority have both highlighted as
raising issues relating to conflicts of interest, off-exchange trading, additional registration requirements,
restrictions on co-location, order-to-execution ratios, minimum quote life for orders, incremental
messaging fees to be imposed by exchanges for “excessive” order placements and/or cancellations,
further transaction taxes, tick sizes, changes to maker/taker rebates programs and other market structure
proposals.
The impact of regulatory change can be direct, for example, by impacting the way in which
trading in one or more products is undertaken (which might, for example, reduce our role as an
intermediary in those markets), or through the introduction of new requirements relating to how we
operate as an intermediary and that we are unable to respond to in a satisfactory way. Changes in rules
to enhance client protection or to regulate the operation of markets might restrict the scope of our
activities or increase our costs and expenses. In particular, changes in rules to enhance client protection
or to regulate the operation of markets might restrict the scope of our activities or may require us to obtain
new permissions to continue our activities.
The impact of regulatory change can also be indirect. For example, regulatory changes could
affect our clients and their willingness or ability to trade. Regulatory changes could increase our clients’
costs, which could, in turn, reduce our transaction volumes. These or similar changes might also create
new types of competition between us and other providers of similar services and products, or put us at a
disadvantage relative to our competitors operating in different regulatory environments.
We may incur significant costs to enable us to comply with new regulations, such as costs
associated with establishing the necessary systems and procedures and training personnel. Even if we
are successful in adapting our services, the initial and ongoing compliance costs may significantly
increase our costs and expenses.
We may also incur significant costs in connection with responding to regulators’ enquiries and
supervision or because of changes needed to reflect developing best practice or regulators’ expectations
relating to the financial markets, such as by enhancing our risk management controls. Continued
divergence between the U.K. and E.U. regulatory regimes as a result of Brexit could also further increase
our overall compliance burden. Even if we successfully adapt our services, the initial and ongoing
compliance costs may require additional investment in management and support resources and
significantly increase our cost base.
Our failure to adapt or deliver services that are compliant with new regulation could significantly
adversely affect our business and our competitive position, which would in turn reduce our revenue and
profitability. Future regulatory reform may require us to make more fundamental changes in our business
model, which could materially impact our business, financial condition and results of operations. Our
failure to successfully manage these risks could adversely affect our business, financial condition, results
of operations and prospects.
We may be required to comply with new regulation when we expand into new markets,
launch new businesses or expand existing businesses or when we acquire other companies and
businesses.
We may develop our activities, acquire new businesses or undertake other changes to our business that
necessitate seeking additional regulatory permissions and/or affect the composition of our client base or
the geographic markets in which we operate. For example, through our subsidiary Hamilton Court Foreign
Exchange Payments S.r.l., which we acquired in 2025, we hold a payments license issued by the Bank of
Italy that allows us to provide regulated payment services to our clients and, subject to obtaining relevant
34
licenses, are looking to expand our payments business in other jurisdictions. This could bring us within
the scope of new rules, regulations and registration requirements in various jurisdictions, including in
relation to AML and counter-terrorist financing, safeguarding of client funds, consumer protection and
operational resilience, which could increase our regulatory burden and require us to incur additional costs
to develop systems and procedures to ensure compliance. It could also increase the risk of infringement
of rules and regulations, which may have serious adverse impacts for our business.
Future acquisitions could also cause us to become subject to additional regulations in new or
existing markets. We may need to invest in additional resources to meet these requirements, such as
additional risk management and compliance resources. In certain cases, we may be unfamiliar with these
additional regulatory requirements, which could increase the cost of compliance and the risk of
infringement. Any of the above factors could adversely affect our business, financial condition, results of
operations and prospects.
The amount of capital that we are required to hold or the liquidity requirements applicable to our
business may increase in the future, which could limit our operational flexibility and our ability to pay
dividends. Our failure to maintain excesses over the minimum levels of capital and liquidity required could
also subject us to action by regulators or force us to change the scope of our operations.
Changes in our regulatory environment or our business, or the imposition of new or increased
regulatory requirements, could result in increased capital or liquidity requirements at the level of the
holding company of Marex or individual regulated subsidiaries, or both. For example, the provisions of the
Prudential sourcebook for MiFID Investment Firms (the “MIFIDPRU Sourcebook” in the FCA’s handbook
of rules and guidance (the “FCA Handbook”)) and provisions of any legislation, rules and/or guidance that
implement or complement the provisions of the MIFIDPRU Sourcebook (the “IFPR Rules”) apply to our
business, as do the provisions of the SEC’s Net Capital Rule 15c3-1 under the Exchange Act. The IFPR
Rules have caused us to incur implementation and additional compliance costs. We assess the impact of
the IFPR Rules on our business and operations on at least an annual basis as part of our Internal Capital
Adequacy and Risk Assessment. However, the full impact of the IFPR Rules on our business is not yet
certain and may require changes to our capital structure or operations.
Our regulatory capital and liquidity assessments are subject to regular supervisory review by the
FCA, CFTC, NFA, SEC, FINRA and other regulatory and self-regulatory bodies. The FCA generally
imposes a scalar and other add-ons, and these are subject to change and may increase in the future. Our
own assessment of these requirements is also subject to change from time to time and may increase in
the future. Increases in individual or consolidated capital or liquidity requirements may restrict the ability of
an entity to distribute its earnings within our group or require additional capital to be injected into our
business or an individual entity. This may restrict our ability to pay interest, principal and dividends, or
require us to raise additional capital or increase our indebtedness. As a result, these regulations may limit
our flexibility regarding our capital structure.
Changes to our capital requirements, or our ability to meet them, including changes in insolvency
law in any material jurisdiction, could limit or prevent us from treating client exposures on a net basis
under the IFPR Rules. This could require us to hold additional capital. Our failure to successfully manage
these risks could adversely affect our business, financial condition, results of operations and prospects.
Our financial position and results of operations could be adversely affected by changes in
taxation rates and regimes, failure to comply with tax requirements, and from challenges by tax
authorities.
We are subject to taxes in the various jurisdictions in which we operate, and as a result, we are
exposed to changes in taxation rules and regulations (possibly with retroactive effect), which could require
us to pay additional tax amounts, fines or penalties, surcharges and interest charges for past amounts
due, the amounts and timing of which are difficult to discern. Failure to comply with all local tax rules and
regulations may subject us to penalties and fines. Furthermore, changes to tax laws on income, sales,
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use, import/export, indirect or other tax laws, statutes, rules, regulations or ordinances on multinational
corporations continue to be considered by countries in the European Union, the United States and other
countries where we currently operate or plan to operate, such as the Anti-Tax Avoidance Directives, as
well as the Base Erosion and Profit Shifting reporting requirements, mandated and/or recommended by
the European Union, G8, G20 and Organization for Economic Cooperation and Development (“OECD”),
including the imposition of a minimum global effective tax rate for multinational businesses (“Pillar II”).
These contemplated tax initiatives, if finalized and adopted by countries, and the other tax issues
described above may materially and adversely impact our operating activities, effective tax rate, deferred
tax assets, operating income and cash flows.
Any changes in taxation rates and regimes, such as the implementation of a Global Minimum Tax
of 15% on the profits of affected multinationals in each jurisdiction in which they operate as part of the
OECD’s Pillar II rules, may require an increased proportion of our profit to be paid in taxation or may
cause our activities to become less profitable or unprofitable through the imposition of higher transaction
taxes or indirect taxes on us or our clients. If we are subject to challenge from tax authorities on these or
other matters, we may have to make significant tax payments in the future. Any of the above factors could
adversely affect our business, financial condition, results of operations and prospects.
We may incur significant tax risks and inherit significant tax liabilities in connection with
our acquisitions.
We may be exposed to significant tax risks in connection with our acquisitions, including risks
relating to restructuring measures that we may implement to achieve a tax-efficient structure. It may not
be possible to implement such measures prior to or immediately following the acquisition, and the tax
authorities may challenge such measures once they have been implemented. In addition, we may inherit
significant tax liabilities in connection with an acquisition, either because we consider such tax liabilities to
be commercially acceptable relative to the acquisition opportunity or because such tax liabilities were not
identified as part of the due diligence process.
Any recourse available under the related acquisition agreements may not fully protect us from
such risks. If these tax exposures materialize in the future, we may incur significant costs due to possible
reassessments, interest on late payments or fines and penalties, which could adversely affect our
business, financial condition, results of operations and prospects.
We may be exposed to transfer price risks in connection with our operating activities.
We take advantage of our international network and centralize our strategic functions. In
particular, we transfer and provide goods and services among our corporate group and have adopted an
OECD compliant corporate tax transfer pricing model for the billing of intercompany services. There is a
risk that tax authorities in individual countries will assess the relevant transfer prices differently from our
tax transfer pricing model and address retroactive tax claims against our subsidiaries. While we consider
that our transfer pricing model is fully compliant with all relevant legislation, there can be no assurance
that our transfer prices will be accepted by all the relevant authorities. In the event of a material dispute of
this nature, we will seek to resolve this through mutual agreement procedures. If they fail to be accepted,
this could have a material adverse effect on our business, financial condition and results of operations.
We are subject to significant regulatory reporting requirements relating to transactions
executed with us. Failure to comply with regulatory reporting rules could expose us to the risk of
enforcement action by regulators.
We are subject to various regulatory reporting requirements including best execution, trade and
transaction reporting requirements under MiFID II and trade reporting requirements under Regulation
(EU) No 648/2012 on OTC derivatives, central counterparties and trade repositories (“EMIR”) (in each
case, as implemented in the United Kingdom and as amended from time to time). These reporting
requirements require us to make public or report to regulators or trade repositories certain information
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relating to transactions carried on with us or that we have executed. Although we maintain policies and
procedures intended to ensure compliance with these requirements, compliance with regulatory reporting
requirements has been an area of focus by regulators, with the FCA taking enforcement action against a
number of companies in this area. Failure to comply with these rules exposes us to the risk of potential
enforcement action by regulators and could adversely affect our business, financial condition, results of
operations and prospects.
We are subject to significant regulatory requirements when we hold client money. Failure
to comply with the client money rules could expose us to the risk of litigation or enforcement
action by regulators.
Our subsidiaries Marex Financial and Marex Spectron Asia Pte. Ltd. hold client money in
connection with their respective clearing businesses, an area of general regulatory focus. In the United
Kingdom and the United States, this is a particular regulatory issue, and several other regulated firms
have been the subject of enforcement action, including substantial fines, for failure to comply with the
client money rules. We may be subject to similar enforcement action in the future if we fail to comply with
relevant client money requirements.
The nature and complexity of the rules relating to the handling of client money means that
compliance failings have occurred in the past and may occur in the future, inadvertently or in situations in
which clients do not suffer, or are not materially at risk of suffering, a loss. Any material failure to comply
with relevant rules exposes us to various risks, including potential action by regulators and clients,
financial loss and adverse impacts on our reputation and relationships with clients.
Marex Financial and Marex Spectron Asia Pte. Ltd. also hold client money in segregated client
accounts with banks and Clearing Houses in accordance with their jurisdictions’ respective client money
rules, which could expose us to the risk of failings by those entities and could cause us to experience a
material loss if we are responsible for losses to clients or Marex Financial or Marex Spectron Asia Pte.
Ltd. has not abided by its obligations. Any of the above factors could adversely affect our business,
financial condition, results of operations and prospects.
Sustainability and environmental, social and governance factors are key focus areas for
politicians, policy makers, regulators, government officials, investors, activists and consumers
worldwide. If we fail to keep pace with the growing and diverging body of legislative and
regulatory reform in this area and regulator and client expectations, our business may be
adversely affected.
There has been complex scrutiny and evolving expectations, including by governmental and non-
governmental organizations, consumer advocacy groups, third-party interest groups, investors,
consumers, employees and other stakeholders, on environmental, social and governance (“ESG”)
practices, commitments, performance and disclosures. New ESG-related laws and regulations on
disclosure requirements, governance and risk management, benchmarks and the prudential framework
have been introduced or enacted in jurisdictions where we operate. Adoption of proposed laws and
regulations, or significant expansion of enacted laws and regulations in the future, could introduce new
requirements or otherwise materially impact our business and operations.
For example, on March 6, 2024, the SEC finalized rules on climate-related disclosures, including
with regards to greenhouse gas (“GHG”) emissions and certain climate-related financial statement
metrics. We are continuing to assess the scope and impact of these rules given the subsequent legal
challenges against the rules and the SEC’s decision on March 27, 2025 to end its defense of the rules.
Further, in October 2023, the State of California adopted new climate-related laws, two of which are being
challenged in the federal courts, that will require certain covered entities to disclose their GHG emissions,
provide a climate-related financial risk report, as well as publish information about the offsets and/or
reduction claims annually on their website. Similar GHG emissions disclosure laws have been proposed
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and passed in other states. We continue to assess the scope and impact of the adopted and proposed
U.S. federal and state rules, as well as their subsequent legal and political challenges.
The European Union’s Corporate Sustainability Reporting Directive (“CSRD”), the International
Sustainability Standards Board (“ISSB”) and the sustainability and climate disclosure standards, the
California climate-related laws and the final SEC climate-related rules, to the extent the two California
laws and the SEC rules survive legal challenges, will each require or otherwise result in significant new
sustainability disclosures from various in-scope entities, which we expect will impact us directly and
indirectly and result in increased costs and potentially impact our business or reputation to the extent our
disclosures are deemed inadequate or false and misleading. In addition, in June 2023, the ISSB, an entity
founded by the IFRS Foundation, finalized its first two IFRS Sustainability Disclosure Standards covering
sustainability-related financial information and climate-related disclosures. Various countries have
indicated their intent to incorporate, account for or otherwise adopt these ISSB standards as law,
including the United Kingdom, Canada, Hong Kong, Singapore, Nigeria, Japan, New Zealand and
Australia. For example, the U.K. Department for Business and Trade is in the process of finalizing and
implementing UK Sustainability Reporting Standards (“U.K. SRS”) which are based on the first two IFRS
Sustainability Disclosure Standards and consequently, the FCA is in the process of replacing the current
Task Force on Climate-Related Disclosures-aligned disclosure regime for in-scope companies with a UK
listing with a U.K. SRS-aligned disclosure regime. The final U.K. SRS and FCA rules are expected in
2026. The U.K. Government intends at a later date to also introduce U.K. SRS-aligned disclosure
requirements for private companies. In January 2023, the CSRD took effect. This directive, as
implemented by E.U. Member State legislation, will result in various sustainability disclosures being
provided by various entities, including us and our clients, on a phased basis. On July 25, 2024, the
Corporate Sustainability Due Diligence Directive (“CSDDD”) entered into force. The CSDDD aims to
ensure that businesses address adverse impacts of their actions, including in their value chains inside
and outside Europe. However, on November 8, 2024, the European Commission indicated that the
CSRD, the CSDDD and a related E.U. Taxonomy Regulation will be consolidated into an “omnibus
simplification package”. On February 26, 2025, the European Commission published its first omnibus
package. This first omnibus package regarding sustainability contains a set of legislative proposals
designed to reduce administrative burdens by amending a range of existing E.U. sustainability
frameworks, including proposals to amend the CSRD, CSDDD and the E.U.Taxonomy. While certain of
these proposals have now entered into force (including the stop-the-clock Directive which postponed
CSRD reporting requirements for certain companies and the transposition deadline/initial application of
CSDDD), others are still going through the legislative process (including the most substantive set of
amendments to CSRD and CSDDD in the “Detailed Directive”) and others are at earlier stages of
discussions (including the revisions to European Sustainability Reporting Standards and the amendments
to the technical screening criteria for the Taxonomy Climate and Environmental Delegated Acts). Where
the amendments will be implemented via an EU Directive, they will also require Member State
transposition in order to be effective.
The stop-the-clock Directive entered into force on April, 17 2025 and was required to be transposed
by E.U. Member States by December, 31 2025. In respect of the Detailed Directive, the amended CSRD
requirements are intended to begin to apply on a phased basis, beginning to apply to certain firms for
reports covering the 2027 financial year, and CSDDD is now intended to instead begin to apply from July,
26 2029.
The omnibus amendments will reshape E.U. sustainability landscape, including by targeting only
the largest companies and alleviating smaller companies from compliance burdens. As a result the
potential impact of the CSRD, CSDDD and E.U. Taxonomy on us and our clients continues to evolve and
there remains significant uncertainty in this area.
The E.U. sustainability frameworks, the ISSB’s sustainability and climate disclosure standards,
the California climate-related laws and the final SEC climate-related rules, to the extent the two California
laws and the SEC rules survive legal challenges, will each require or otherwise result in significant new
sustainability disclosures from various in-scope entities, which we expect will impact us directly and
indirectly and result in increased costs and potentially impact our business or reputation to the extent our
disclosures are deemed inadequate or false and misleading.
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We may also be impacted by a series of other ongoing legislative initiatives at the E.U. and U.K.
level. In the U.K., we may be impacted by the intended implementation of the U.K. SRS , and the U.K.’s
Sustainability Disclosure Requirements (“UK SDR”). Moreover, the U.K. SDR regime contains investment
labels, disclosure and naming and marketing rules which apply to U.K. asset managers and requirements
for distributors of investment products to retail investors in the U.K. . The regime is accompanied by an
anti-greenwashing rule, which is applicable to all regulated firms. HM Treasury is considering extending
the regime to overseas funds and the FCA is considering potential future extensions to pension products
and insurance-based investment products. In addition, in August 2025, the FCA also announced that it
intends to streamline its sustainability reporting framework by simplifying disclosure requirements and
increasing international alignment. Meanwhile, in the E.U., the European Commission continues to
consider potential reforms to the Sustainable Finance Disclosure Regulation (“SFDR”) and on November,
20 2025 the European Commission published its proposals for the revision of SFDR, commencing the
legislative process with the European Parliament and European Council, aiming to simplify the existing
SFDR rules, reduce administrative burdens and address issues in relation to the existing regime. In
addition, the EU ESG Ratings Regulation (Regulation 2024/3005), which provides the EU regulatory
regime for ESG ratings providers, entered into force on January, 2 2025. In the UK, on December, 1 2025
the FCA published a consultation paper (CP25/34) on its proposed approach to the regulation of ESG
ratings. New ESG requirements could also materially affect the business and financial condition of our
clients and the way they conduct their business, which could indirectly affect us.
The regulatory landscape for sustainability and climate-related disclosures has evolved
significantly. While these developments have reduced the immediate scope and burden of certain
proposed requirements, the ultimate form, timing, and applicability of these regulatory frameworks remain
uncertain and subject to ongoing legislative, regulatory, and judicial processes.
A lack of harmonization globally and within jurisdictions in relation to ESG legal and regulatory
reform could lead to a risk of fragmentation in group-level priorities as a result of the different pace and
definition of sustainability transition across global jurisdictions. This may create conflicts across our global
business, which could risk inhibiting our future implementation of, and compliance with, rapidly developing
ESG standards and requirements. Failure to keep pace with the sustainability transition could impact our
competitiveness in the market and damage our reputation, resulting in a material impact on our business.
In addition, failure to comply with applicable legal and regulatory changes in relation to ESG matters may
attract increased regulatory scrutiny of our business and could result in penalties, fines and/or other
sanctions being levied against us as well as lawsuits or other proceedings.
Sustainability-related practices differ by region, industry and issue and are evolving accordingly.
Our sustainability-related practices or assessment of such practices may change over time. Similarly, new
sustainability requirements imposed by jurisdictions where we do business may result in additional
compliance costs, disclosure obligations or other implications or restrictions on our business and/or
operations.
Our business, in particular, the type of products we trade, and our client base could exacerbate
the effect of new ESG rules. Legislative and regulatory reform could also cause us to change our
business or operations, limit opportunities for further expansion, affect our competitive position, cause us
to incur significant compliance and risk management costs and lead to a decline in the demand for our
services. If our ESG-related data, processes and reporting are incomplete or inaccurate, it could lead to
private, regulatory or administrative challenges or proceedings, including with respect to our disclosure
controls and procedures, as well as adverse publicity, any of which could damage our reputation and
business.
Further, we purchase carbon offsets to help balance our carbon and energy footprints and have
incorporated carbon offsets into our renewable product offering. If the cost of carbon offsets were to
materially increase or if we were required to purchase a significant number of additional offsets, our cost
to obtain these offsets could increase materially, which could impact our ability to meet our environmental
sustainability objectives or our financial performance. Additionally, we could experience in the future
39
claims or complaints related to our purchase of such offsets or the verification of the carbon offset
programs from which we purchase, as they relate to our statements regarding carbon neutrality and net-
zero goals.
Additionally, organizations that provide information to investors and financial institutions on ESG
performance and related matters have developed ratings processes for evaluating companies on their
approach to ESG matters. Such ratings are used by some investors to inform their investment and voting
decisions. In addition, many investors have created their own proprietary ratings that inform their
investment and voting decisions. Unfavorable ratings or assessment of our ESG practices, including our
compliance with certain disclosure standards and frameworks, as well as omission of our stock into ESG-
oriented investment funds, may lead to negative investor sentiment toward us and the diversion of
investment to other companies, which could have a negative impact on our stock price and our access to
and cost of capital.
We have communicated, and may in the future communicate, certain additional ESG-or climate-related
initiatives and goals to our stakeholders. These initiatives and goals could be difficult and expensive to
quantify and implement. In addition, such initiatives and goals are subject to risks and uncertainties, many
of which may not be foreseeable or may be beyond our control. We may be criticized for the scope or
nature of such initiatives or goals, for any revisions to such initiatives or goals, for failing, or being
perceived to have failed, to achieve such initiatives or goals, or for establishing ESG-related initiatives
and goals at all. Even if we are effective at addressing such initiatives or goals, we may also attract
negative attention from stakeholders with diverging views on sustainability and ESG.
Further, the disclosure standards or frameworks we choose to align with, or are or will be required
to align with, may differ in certain aspects evolve over time, which may result in a lack of consistent or
meaningful comparative data from period to period and/or significant revisions to our goals or reported
progress in achieving such goals and aspirations.
Our competitors could have more robust ESG goals and commitments or be more successful at
implementing and/or disclosing their ESG matters, goals and commitments, which could cause us to lose
clients and adversely affect our reputation. Our competitors could also decide not to establish ESG goals
and commitments at a scope or scale that is comparable to our ESG goals and commitments or may not
be required to comply with as stringent ESG requirements as we are, which could cause our operating
costs to be relatively higher. Any of the above factors could adversely affect our business, financial
condition, results of operations and prospects.
If we become a regulated benchmark administrator, we would be exposed to additional
requirements and regulatory risk.
The E.U. Benchmarks Regulation and the on-shored U.K. Benchmarks Regulation impose
onerous requirements on administrators of in-scope benchmarks. We do not currently administer
benchmarks; however, changes to our business, particularly in relation to the Financial Products division
of our Hedging and Investment Solutions division, could cause us to become a benchmark administrator.
Any of the above factors could adversely affect our business, financial condition, results of operations and
prospects.
If we are required to become a benchmark administrator to carry on our business, we may need
to incur significant time and costs to comply with the additional requirements. If we inadvertently act as a
benchmark administrator without appropriate authorization, we would be exposed to the risk of regulatory
action. Our failure to successfully manage these risks could adversely affect our business, financial
condition, results of operations and prospects. Further, amendments to the E.U. Benchmarks Regulation
took effect from 1 January 2026, narrowing its scope of applicability, and in December 2025 His Majesty’s
Treasury published a consultation proposing to replace the UK Benchmarks Regulation with a new
specified authorized benchmarks regime. The impact of any such resulting changes to the E.U. and U.K.
regimes on our business remains unknown.
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Implementation of and/or changes to the Basel framework, which may affect regulatory
capital requirements and liquidity, may impact the treatment of our securities.
The Basel Committee on Banking Supervision (“BCBS”) has approved a series of significant
changes to the Basel framework for prudential regulation (such changes being referred to by the BCBS as
Basel III, and referred to, colloquially, as Basel III in respect of reforms finalized prior to December 7, 2017
and Basel IV in respect of reforms finalized on or following that date). The Basel III/IV reforms, which
include revisions to the credit risk framework in general, may result in increased regulatory capital and/or
other prudential requirements in respect of certain positions held. The BCBS continues to work on new
policy initiatives. National implementation of the Basel III/IV reforms may vary those reforms and/or their
timing. Investors in our securities are responsible for analyzing their own regulatory position and
prudential regulation treatment applicable to our securities and should consult their own advisers in this
respect.
Any actual or perceived failure to comply with laws, regulations and other requirements
relating to data privacy, security, the processing of Personal Information and cross-border data
transfer restrictions could adversely affect our business, including through increased costs, legal
claims, fines or reputational damage.
As part of our operations we receive, store, handle, transmit, use and otherwise process
information that relates to individuals and/or constitutes “personal data”, “personal information”,
“personally identifiable information”, or other such terms under applicable data privacy laws (“Personal
Information”). We also depend on a number of third party vendors in relation to the operation of our
business, a number of which process data, including Personal Information, on our behalf. We and our
vendors are subject to a variety of data processing, protection and privacy laws, rules, regulations,
industry standards and other requirements, including those that apply generally to the handling of
Personal Information, and those that are specific to certain industries, sectors, contexts, or locations and
which may include those as enacted, implemented and amended in the United States, the European
Union (and its member states), the United Kingdom and other applicable jurisdictions (regardless of
where we have establishments) (“Privacy Requirements”). These Privacy Requirements, and their
application and interpretation are constantly evolving and developing and may require us to incur
significant costs, implement new processes, or change our handling of Personal Information and business
operations. Our failure to maintain the confidentiality of information or comply with the Privacy
Requirements could impact our ability to trade effectively and could result in significant financial losses,
litigation by our clients or other counterparties and regulatory sanctions as well as adverse reputational
effects.
For example, we are subject to the E.U. General Data Protection Regulation (EU) 2016/679 (the
“E.U. GDPR”) and to the United Kingdom General Data Protection Regulation and U.K. Data Protection
Act 2018 (collectively, the “U.K. GDPR”) (the E.U. GDPR and U.K. GDPR collectively referred to as the
“GDPR”). The GDPR imposes comprehensive data privacy compliance obligations in relation to the
processing, protection and privacy of Personal Information, including a principle of accountability and the
obligation to demonstrate compliance such as through records of processing, policies, procedures,
training and audits as well as obligations in relation to international transfers of Personal Information and
allowing such individuals to exercise certain prescribed rights.
In relation to cross-border transfers of Personal Information, case law from the Court of Justice of the
European Union (“CJEU”) states that reliance on the standard contractual clauses (a standard form of
contract approved by the European Commission as an adequate Personal Information transfer
mechanism) alone may not necessarily be sufficient in all circumstances on its own and transfers must be
assessed on a case-by-case basis. We expect the existing legal complexity and uncertainty regarding
international Personal Information transfers to continue and international transfers to the United States
and to other jurisdictions to continue to be subject to enhanced scrutiny by regulators. As the regulatory
guidance and enforcement landscape in relation to international transfers of Personal Information
continue to develop, we could suffer additional costs, complaints and/or regulatory investigations,
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sanctions and/or fines, we may have to stop using certain tools and vendors and make other operational
changes, we may have to or elect to implement revised international Personal Information transfer
mechanisms for intragroup, client and vendor and/or such developments could otherwise affect the
manner in which we provide our services, and could adversely affect our business, operations and
financial condition.
Failure to comply with the GDPR could result in penalties for non-compliance. Since we are
subject to the supervision of relevant data protection authorities under both the E.U. GDPR and the U.K.
GDPR, we could be fined under each regime independently in respect of the same breach. Penalties for
breaches (in the worst case) are up to the greater of €20.0m / £17.5m (as applicable) or 4% of our global
annual turnover. In addition to fines, a breach of the GDPR may result in regulatory investigations,
reputational damage, orders to cease or change our data processing activities, enforcement notices,
assessment notices (for a compulsory audit) and/or civil claims (including class actions).
We are also subject to current and evolving E.U. and U.K. laws in relation to the use of cookies
and other tracking technologies and e-marketing practices. Recent European court and regulator
decisions are driving increased attention to cookies and other tracking technologies. If the trend of
increasing enforcement by regulators including in relation to the strict approach to opt-in consent for all
but essential use cases, as seen in recent guidance and decisions, continues, this could lead to additional
costs, require significant systems changes, limit the effectiveness of our marketing activities, divert the
attention of our technology personnel, adversely affect our margins, and subject us to additional liabilities.
In light of the complex and evolving nature of E.U., E.U. member state and U.K. laws in relation to cookies
and other tracking technologies as well as e-marketing, there can be no assurances that we will be
successful in our efforts to comply with such laws and violations of such laws could result in regulatory
investigations, fines, orders to cease or change our use of such technologies, as well as civil claims
including class actions, and reputational damage.
In the United States, there are numerous federal, state and local regulations on privacy, data
protection and cybersecurity that govern the processing of Personal Information. The scope of these laws
and regulations is expanding and evolving and may be subject to differing interpretations. For example,
we are considered a “financial institution” under the federal Gramm-Leach Bliley Act (the “GLBA”). The
GLBA regulates, among other things, the use of certain information about individuals (“non-public
personal information”) in the context of the provision of financial services, including by banks and other
financial institutions. The GLBA includes both a “Privacy Rule,” which imposes obligations on financial
institutions relating to the use or disclosure of non-public personal information, and a “Safeguards Rule,”
which imposes obligations on financial institutions and, indirectly, their service providers to implement and
maintain physical, administrative and technological measures to protect the security of non-public
personal information. Any failure to comply with the GLBA could result in substantial financial penalties.
In addition, many states have adopted new or modified privacy and security laws and regulations
that may apply to our business. For example, the California Consumer Privacy Act (“CCPA”) went into
effect in 2020 and imposes obligations on certain businesses that process Personal Information of
California residents. Among other things, the CCPA: requires disclosures to such residents about the data
collection, use and disclosure practices of covered businesses; provides such individuals expanded rights
to access, delete, and correct their Personal Information, and opt-out of certain sales or disclosures of
Personal Information; and provides such individuals with a private right of action and statutory damages
for certain data breaches. The enactment of the CCPA prompted a wave of similar legislative
developments in other states in the United States, creating a patchwork of overlapping, but not identical,
state laws. Many other states have enacted comprehensive state privacy laws, or are currently reviewing
or proposing the need for greater regulation related to the collection, sharing, use and other processing of
Personal Information, and there remains increased interest at the federal level as well.
We cannot predict how future Privacy Requirements, or future interpretations of current Privacy
Requirements, will affect our business or our clients, and the cost of compliance. Changes in these
Privacy Requirements across different jurisdictions could impact our ability to deploy our services in
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multiple locations. Any failure or perceived failure to comply with the Privacy Requirements could expose
us to legal proceedings, material monetary damages, and injunctive relief, fines and penalties and could
result in reputational damage, loss of clients, or higher operating costs, which may materially adversely
affect our business, financial condition, results of operations and prospects.
Our inability to maintain, protect and enforce our intellectual property rights could harm
our competitive position and our business.
Our success is dependent, in part, upon protecting our intellectual property rights, including those
in our brands and our proprietary know-how and technology. We rely on a combination of trademark,
trade secret, copyright and other intellectual property laws as well as contractual arrangements to
establish and protect our intellectual property rights. While it is our policy to protect and defend our rights
to our intellectual property, we cannot predict whether the measures that we have taken will be adequate
to prevent infringement, misappropriation, dilution or other violations of our intellectual property rights, or
that we will be able to successfully enforce our rights. Our failure to obtain or maintain adequate
protection of our intellectual property rights for any reason could result in an adverse effect on our
business, financial condition and results of operations.
We rely on our trademarks and trade names to distinguish our services from the services of our
competitors, and have registered or applied to register our key trademarks. We cannot be sure that our
existing trademarks will be maintained or new applications will be approved. In addition, effective
trademark protection may be unavailable or limited for some of our trademarks in some foreign countries
in which we operate. Third parties may also oppose our trademark applications, or otherwise challenge
our use of the trademarks. In the event that our trademarks are successfully challenged, we could be
forced to rebrand our services, which could result in loss of brand recognition, and could require us to
devote resources advertising and marketing new brands. Further, we cannot be sure that competitors will
not infringe our trademarks, or that we will have adequate resources to enforce our trademarks.
While software and other of our proprietary works may be protected under copyright law, we have
not registered any copyrights in these works, and instead, we primarily rely on protecting our software as
a trade secret and through contractual protections. In order to bring a copyright infringement lawsuit in the
United States, the copyright must first be registered. Accordingly, the remedies and damages available to
us for unauthorized use of our software may be limited to those available in connection with trade secret
misappropriation and breach of contract actions.
Although we attempt to protect certain of our proprietary technologies by entering into
confidentiality agreements with our employees, consultants, and others who have access to such
technologies and information, these agreements may be breached, and we cannot guarantee that we will
have sufficient remedies in the event of the agreements are breached. Furthermore, trade secret laws do
not prevent our competitors from independently developing technologies that are substantially equivalent
or superior to ours. Accordingly, despite our efforts to maintain these technologies as trade secrets, we
cannot guarantee that others will not independently develop technologies with the same or similar
functions to any proprietary technology we rely on to conduct our business and differentiate ourselves
from our competitors.
Policing unauthorized use of our know-how, technology and intellectual property is difficult, costly,
time-consuming and may not be effective. Third parties may knowingly or unknowingly infringe upon or
otherwise violate our proprietary rights. We may be required to spend significant resources to monitor and
enforce our intellectual property rights. Any litigation could be expensive to resolve, be time consuming
and divert management’s attention, and may not ultimately be resolved in our favor. Furthermore, if we
bring a claim to enforce our intellectual property rights against an alleged infringer, the alleged infringer
may bring counterclaims challenging the validity, enforceability or scope of our intellectual property rights,
and if any such counterclaims are successful, we could lose valuable intellectual property rights. Any of
these events could seriously harm our business.
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If third parties claim that we infringe upon or otherwise violate their intellectual property
rights, our operations could be adversely affected.
We may become subject to claims that we infringe, misappropriate or otherwise violate the
intellectual property rights of others. Even if we believe these claims are without merit, any claim of
infringement, misappropriation or other violation could cause us to incur substantial costs defending
against the claim, and could distract management and other personnel from other business. Any
successful claim of infringement, misappropriation, or other violation of intellectual property against us
could require us to pay substantial monetary damages or seek licenses of intellectual property from third
parties or could prevent us from using certain intellectual property, including trademarks, which could
result in us having to rebrand our services. Any licensing or royalty agreements, if required may not be
available on commercially reasonable terms or at all. Any of the foregoing could have a negative impact
on our business, financial condition and results of operations.
Risks Relating to Ownership of Our Ordinary Shares
The price of our ordinary shares may be volatile, and you may lose all or part of your
investment.
The market price of our ordinary shares could be highly volatile and may fluctuate substantially
due to many factors, including those described elsewhere in this Annual Report, as well as the following:
•actual or anticipated fluctuations in our revenue, financial condition and results of operations;
•variance in our financial performance from the expectations of securities analysts;
•announcements by us or our direct or indirect competitors of significant business developments,
acquisitions or expansion plans;
•changes or proposed changes in laws or regulations or differing interpretations or enforcement of
laws or regulations affecting our business;
•our involvement in litigation or regulatory actions;
•sales of our ordinary shares by us or our shareholders;
•commodity market activity or pricing levels;
•changes in key personnel;
•the trading volume of our ordinary shares;
•publication of research reports or news stories about us, our acquired companies, our competition
or our industry, or positive or negative recommendations or withdrawal of research coverage by
securities analysts; and
•general macroeconomic conditions and interest rate levels.
As a result, volatility in the market price of our ordinary shares (including periods of market
illiquidity) may prevent investors from being able to sell their ordinary shares at or above the IPO price or
at all. These broad market and industry factors may materially reduce the market price of our ordinary
shares, regardless of our operating performance. In addition, price volatility may be greater if the public
float and trading volume of our ordinary shares is low.
In addition, stock markets have at times experienced extreme price and volume fluctuations. In
the past, following periods of volatility in the market price of a company’s securities, securities class action
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litigation has often been instituted against that company. If we were involved in any similar litigation, we
could incur substantial costs and our management’s attention and resources could be diverted.
Short sellers of our shares may be manipulative and may drive down the market price of
our ordinary shares.
Short selling is the practice of selling securities that the seller does not own but has borrowed or
intends to borrow from a third party with the intention of buying identical securities at a later date to return
to the lender. A short seller hopes to profit from a decline in the value of the securities between the sale of
the borrowed securities and the purchase of the replacement shares, as the short seller expects to pay
less in that purchase than it received in the sale. It is therefore in the short seller’s interest for the price of
the stock to decline, and some short sellers publish, or arrange for the publication of, opinions or
characterizations regarding the relevant issuer, often involving misrepresentations of the issuer’s business
prospects and similar matters calculated to create negative market momentum, which may permit them to
obtain profits for themselves as a result of selling the stock short.
As a public entity, we have in the past and may in the future be the subject of concerted efforts by
short sellers to spread negative information in order to gain a market advantage. The publication of
misinformation may also result in lawsuits, the uncertainty and expense of which could adversely impact
our businesses, financial condition, and reputation. For example, in August 2025, we were the subject of a
short-seller report, which was followed in October 2025 by two separate class actions that were filed
against us in the United States District Court for the Southern District of New York repeating the
allegations made in the August 2025 short seller report. There are no assurances that we will not face
short sellers' efforts or similar tactics in the future, and the market price of our ordinary shares may
decline as a result of their actions.
We are, and may be in the future, subject to securities litigation, which could lead to
financial and reputational losses and divert management attention.
The price of our ordinary shares may be volatile and, in the past, companies that have
experienced volatility in the market price of their shares have been subject to securities class action
litigation. We have in the past and may in the future be the target of this type of litigation, which could
result in substantial costs, the diversion of management’s attention and resources and an adverse
determination, each of which could have a material adverse effect on our business, financial condition,
results of operations and prospects.
The market price of our ordinary shares could be negatively affected by future issuances
and sales of our ordinary shares.
Sales of a substantial number of our ordinary shares in the public market, or the perception in the
market that the holders of a large number of ordinary shares intend to sell, could reduce the market price
of our ordinary shares. The ordinary shares issuable pursuant to the equity awards we grant are freely
tradable without restriction under the Securities Act, except for those that are subject to the lock-up
arrangements as described in our final prospectus filed with the SEC on October 31, 2024 pursuant to
Rule 424(b)(4) and for any of our ordinary shares that may be held or acquired by our executive officers,
directors and other affiliates, as that term is defined in the Securities Act, which will be controlled under
the Securities Act.
In the future, we may also issue additional securities if we need to raise capital or make
acquisitions, which could constitute a material portion of our then-issued and outstanding ordinary shares.
Our ability to pay dividends in the future depends, among other things, on our financial
performance and capital requirements.
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There can be no guarantee that our performance will be repeated in the future, particularly given
the competitive nature of the industry in which we operate. If our sales, profit and cash flow significantly
underperform market expectations, then our capacity to pay a dividend will suffer. Any decision to declare
and pay dividends will be made at the discretion of our board of directors (our “Board”) and will depend
on, among other things, applicable law, regulation, restrictions on the payment of dividends in our
financing arrangements, our financial position, our distributable reserves, regulatory capital requirements,
working capital requirements, finance costs, general economic conditions and other factors that our Board
deems significant from time to time.
We are a foreign private issuer, and, as a result, we are subject to Exchange Act reporting
obligations that, to some extent, are more lenient and less frequent than those of a U.S. domestic
public company.
We report under the Exchange Act as a non-U.S. company with foreign private issuer status.
Because we qualify as a foreign private issuer, we are exempt from certain provisions of the Exchange
Act that are applicable to U.S. domestic public companies, including:
•the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations
in respect of a security registered under the Exchange Act;
•the sections of the Exchange Act that impose liability for insiders who profit from trades made in a
short period of time;
•the rules under the Exchange Act requiring the filing with the SEC of current reports on Form 8-K
upon the occurrence of specified significant events; and
•the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-
Q containing unaudited financial and other specified information.
In addition, foreign private issuers are not required to file their annual report on Form 20-F until
four months after the end of each fiscal year, while U.S. domestic issuers that are accelerated filers are
required to file their annual report on Form 10-K within 75 days after the end of each fiscal year, and U.S.
domestic issuers that are large accelerated filers are required to file their annual report on Form 10-K
within 60 days after the end of each fiscal year. Foreign private issuers are also exempt from Regulation
FD, which prohibits selective disclosures of material information. As a result, you may not have the same
protections afforded to shareholders of a company that is not a foreign private issuer.
As we are a foreign private issuer, we are permitted to, and we intend to, rely on
exemptions from certain Nasdaq corporate governance requirements, and therefore, our
shareholders may not have the same protections afforded to shareholders of companies that are
subject to all Nasdaq corporate governance requirements.
As a foreign private issuer, we have the option to follow certain home country corporate
governance practices rather than those of Nasdaq, provided that we disclose the requirements we are not
following and describe the home country practices we are following. We intend to rely on this foreign
private issuer exemption with respect to the following: (i) the quorum requirements applicable to the
meetings of shareholders, (ii) shareholder approval requirements for issuances of securities in connection
with stock option or purchase plans that are established or materially amended or other equity
compensation arrangement that is made or materially amended, (iii) the shareholder approval
requirements for the issuance of more than 20% of the outstanding ordinary shares of the issuer, (iv) the
requirement to have a remuneration committee composed entirely of independent directors who satisfy
the additional independence requirements specific to remuneration committee membership and (v) the
requirement that our director nominations be made, or recommended to the full board of directors, by our
independent directors or by a nominations committee that is composed entirely of independent directors.
We may in the future elect to follow home country practices with regard to other matters. As a result, our
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shareholders may not have the same protections afforded to shareholders of companies that are subject
to all Nasdaq corporate governance requirements.
We may lose our foreign private issuer status in the future, which could result in
significant additional costs and expenses.
As discussed above, we are a foreign private issuer, and therefore, we are not required to comply with all
of the periodic disclosure and current reporting requirements of the Exchange Act. The determination of
foreign private issuer status is made annually on the last business day of an issuer’s most recently
completed second fiscal quarter, and, accordingly, the next determination will be made with respect to us
on June 30, 2026. In the future, we would lose our foreign private issuer status if (i) more than 50% of our
outstanding voting securities are owned by U.S. residents and (ii) a majority of our directors or executive
officers are U.S. citizens or residents, or we fail to meet additional requirements necessary to avoid loss
of foreign private issuer status. Additionally, in June 2025, the SEC issued a concept release soliciting
public comments on potential changes to the definition of a foreign private issuer. If the SEC amends the
conditions to being a foreign private issuer and we cannot meet the new conditions, or if the SEC
substantially reduces the accommodations accorded to foreign private issuers, then even if we maintain
our status as a foreign private issuer, we may be subject to more stringent requirements. Either of those
outcomes could significantly increase our compliance costs and require substantial changes to our
practices, since we will not be able to rely on the exemptions available to foreign private issuers listed
above.
We have identified material weaknesses in our internal control over financial reporting and
may identify additional material weaknesses in the future or fail to maintain an effective system of
internal control over financial reporting, which may result in material misstatements of our
consolidated financial statements or cause us to fail to meet our periodic reporting obligations.
As a public company, we are required to comply with Section 404 (“Section 404”)of the Sarbanes
Oxley Act of 2002 (the “Sarbanes-Oxley Act”), which requires, among other things, that we establish and
evaluate procedures with respect to our disclosure controls and procedures and are required to report on
the effectiveness of our internal control over financial reporting.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over
financial reporting such that there is a reasonable possibility that a material misstatement of our annual or
interim financial statements will not be prevented or detected on a timely basis. As previously disclosed in
our Annual Report on Form 20-F for the year ended December 31, 2024 (the “2024 Annual Report on
Form 20-F”),in the course of preparing our financial statements for the fiscal years ended December 31,
2024, 2023 and 2022, we identified material weaknesses in our internal control over financial reporting
related to: (i) the lack of maintaining a sufficient complement of accounting and financial reporting
resources commensurate with our financial reporting requirements; (ii) the lack of designing and
maintaining an effective risk assessment process, which led to improperly designed controls; (iii) the lack
of maintaining appropriate control activities to support the review of account reconciliations and balance
sheet substantiation, the appropriate segregation of duties over manual journal entries and rights over
access administrative controls and (iv) the failure to document, thoroughly communicate and monitor
control processes and relevant accounting policies and procedures. While significant remediation work
was undertaken during 2025, as more fully described under Item 15. “Controls and Procedures” of this
Annual Report, as of December 31, 2025, our management concluded that the following material
weaknesses existed, as we did not: (i) design and maintain effective controls over information technology
(“IT”) general controls related to user and privileged access to certain systems and data that support our
financial reporting processes (as a result, certain of our process-level IT dependent manual and
automated controls that rely upon the affected IT systems, or information coming from these systems,
were also deemed ineffective); and (ii) design and maintain effective controls over balance sheet account
substantiation, including reconciliations.
To address the remaining material weaknesses identified above, our continued and planned
remediation efforts for 2026 will include taking comprehensive action to address the material weaknesses
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described above. These actions will include, among other things: (i) enhancing the design and consistent
execution of IT General Controls around user access including end user, system and privileged accounts
for systems supporting financial reporting through implementation of automated workflows and enhanced
governance and monitoring controls; (ii) additional training and strengthening of governance, review and
oversight of balance sheet substantiation controls, reinforcing policies and ensuring that standard
operating procedures are followed to enable consistent execution; and (iii) targeted action plans to
supplement and enhance the design of existing controls over balance sheet account substantiation,
including reconciliations, to meet required standards.
Our remediation is subject to ongoing review by our executive management team and oversight by
our Audit and Compliance Committee. We cannot assure you that these measures will improve or
remediate the material weaknesses described above. Although we have made progress towards
remediation, we have not yet designed all components of our remediation plan and these remediation
efforts will require validation and testing of the design and operating effectiveness of internal control over
financial reporting over a sustained period of financial reporting. As a result, the timing of when we will be
able to remediate the material weaknesses is uncertain, and we may not remediate these material
weaknesses during the year ending December 31, 2026 or any subsequent periods thereafter.
If we are unable to successfully remediate the existing material weakness in our internal control
over financial reporting, the accuracy and timing of our financial reporting and the price of our securities
may be adversely affected, and we may be unable to maintain compliance with the applicable stock
exchange listing requirements. Implementing any appropriate changes to our internal control over
financial reporting may divert the attention of our management and employees, entail substantial costs to
modify our existing processes and take significant time to complete. These changes may not, however, be
effective in maintaining the adequacy of our internal control over financial reporting, and any failure to
maintain that adequacy, or consequent inability to produce accurate financial statements on a timely
basis, could increase our operating costs and harm our business.
We are subject to Section 404, which requires that we include a report of management on our
internal control over financial reporting. In addition, our independent registered public accounting firm
must attest to and report on the effectiveness of our internal control over financial reporting. If we identify
any additional material weaknesses in our internal control over financial reporting in the future, or if we fail
to achieve and maintain an effective internal control environment, we could suffer material misstatements
in our financial statements and fail to meet our reporting obligations, which could result in the restatement
of our financial statements and cause investors to lose confidence in our reported financial information.
This could in turn limit our access to capital markets and harm our results of operations. Additionally,
ineffective internal control over financial reporting could expose us to increased risk of fraud or misuse of
corporate assets and subject us to potential delisting from Nasdaq, regulatory investigations and civil or
criminal sanctions. We may also be required to restate our financial statements from prior periods.
As an English public limited company, certain capital structure decisions will require
shareholder approval, which may limit our flexibility to manage our capital structure.
English law provides that, subject to certain exceptions (including the allotment, or the grant of
rights to subscribe for or convert any security into shares, in pursuance of an employees’ share scheme),
a board of directors of a public limited company may only allot shares (or grant rights to subscribe for or
convert any security into shares) with the prior authorization of shareholders, such authorization stating
the aggregate nominal amount of shares that it covers and being valid for a maximum period of five years,
each as specified in the articles of association or relevant ordinary shareholder resolution passed by
shareholders at a general meeting.
At our 2025 annual general meeting, our shareholders approved an ordinary resolution
authorizing our Board to allot equity securities up to an aggregate nominal value of $37,621.44,
representing one-third of our issued ordinary share capital as at March 31, 2025, provided that the
authority shall expire at the end of our next annual general meeting or, if earlier, on the date that is 15
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months from the date of the resolution, being August 28, 2026. This authorization will need to be
renewed, or a new authorization approved, by our shareholders prior to or upon its expiration.
English law also generally provides shareholders with preemptive rights when new shares are
issued for cash, except that such rights do not apply to the allotment of equity securities that would, apart
from any renunciation or assignment of the right to their allotment, be held under or allotted or transferred
pursuant to an employees’ share scheme. However, it is possible for the articles of association, or for
shareholders to pass a special resolution at a general meeting, being a resolution passed by at least 75%
of the votes cast, to disapply preemptive rights. Such a disapplication of preemptive rights may be for a
maximum period of up to five years from the date of adoption of the articles of association, if the
disapplication is contained in the articles of association, or from the date of the shareholder special
resolution, if the disapplication is by shareholder special resolution, but not longer than the duration of the
authority to allot shares to which the disapplication relates.
At our 2025 annual general meeting, our shareholders approved a special resolution to disapply
pre-emption rights for the allotment of equity securities or sale of treasury shares up to an aggregate
nominal value of $11,286.43, representing approximately 10% of the issued ordinary share capital of the
Company, as at March 31, 2025. Our shareholders approved this disapplication to be effective until the
end of our next annual general meeting or, if earlier, on the date that is 15 months from the date of such
resolutions, being August 28, 2026. This disapplication will need to be renewed, or a new disapplication of
preemptive rights approved, by our shareholders prior to or upon its expiration.
English law also generally prohibits a public company from repurchasing its own shares without
the prior approval of shareholders by ordinary resolution, being a resolution passed by a simple majority
of votes cast, and other formalities. Such approval may be for a maximum period of up to five years.
United States Holders of our ordinary shares may suffer adverse consequences if we are
treated as a passive foreign investment company.
We would be a passive foreign investment company (“PFIC”), for any taxable year if, after the
application of certain look-through rules, either: (i) 75% or more of our gross income for such year is
“passive income” (as defined in the relevant provisions of the Internal Revenue Code of 1986, as
amended) (the “Code”); or (ii) 50% or more of the value of our assets (generally determined on the basis
of a quarterly average) during such year is attributable to assets that produce or are held for the
production of passive income. For these purposes, cash and other assets that do or could generate
passive income are categorized as passive assets. Passive income generally includes, among other
things, rents, dividends, interest, royalties, gains from the disposition of passive assets and gains from
certain commodities and securities transactions. Special rules apply for dealers as specifically defined
under the PFIC rules.
Adverse U.S. federal income tax consequences, including increased tax liability on disposition
gains and certain “excess distributions” and additional reporting requirements, could apply to a United
States Holder (as defined in Item 10. “Taxation – Material U.S. Federal Income Tax Considerations”) if we
are treated as a PFIC for any taxable year during which such U.S. Holder holds our ordinary shares. U.S.
Holders should consult their tax advisors about the potential application of the PFIC rules to their
investment in our ordinary shares. See Item 10.“Taxation –Material U.S. Federal Income Tax
Considerations.”
It may be difficult to enforce a U.S. judgment against us or certain of our directors and
officers outside the United States, or to assert U.S. securities law claims outside of the United
States.
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The majority of our directors and executive officers are not residents of the United States, and the
majority of our assets and the assets of these persons are located outside the United States. As a result,
it may be difficult or impossible for investors to effect service of process upon us within the United States
or other jurisdictions, including judgments predicated upon the civil liability provisions of the federal
securities laws of the United States. See “Enforcement of Liabilities”. Additionally, it may be difficult to
assert U.S. securities law claims in actions originally instituted outside of the United States. Foreign
courts may refuse to hear a U.S. securities law claim because foreign courts may not be the most
appropriate forum in which to bring such a claim. Even if a foreign court agrees to hear a claim, it may
determine that the law of the jurisdiction in which the foreign court resides, and not U.S. law, is applicable
to the claim. Further, if U.S. law is found to be applicable, the content of applicable U.S. law must be
proved as a fact, which can be a time-consuming and costly process, and certain matters of procedure
would still be governed by the law of the jurisdiction in which the foreign court resides.
Our amended and restated articles of association contain exclusive jurisdiction
provisions, which may impact the ability of shareholders to bring actions against us in certain
jurisdictions or increase the cost of bringing such actions.
Our amended and restated articles of association (“Articles of Association”) provide that the
courts of England and Wales shall have the exclusive jurisdiction for resolving all actions or proceedings
brought by a shareholder in its capacity as a shareholder or on our behalf against us, our directors,
officers or other employees of the Company, other than shareholder complaints asserting a cause of
action arising under the Securities Act or the Exchange Act and that the U.S. District Court for the
Southern District of New York will be the exclusive jurisdiction for resolving any shareholder complaint
asserting a cause of action arising under the Securities Act or the Exchange Act. In addition, our Articles
of Association provide that any person or entity purchasing or otherwise acquiring any interest in our
shares is deemed to have notice of and consented to these provisions.
These choice of jurisdiction provisions may limit a shareholder’s ability to bring a claim in a forum
that it considers favorable for disputes with us or our directors, officers or other employees, which may
discourage such lawsuits. The enforceability of similar exclusive jurisdiction provisions (including
exclusive federal jurisdiction provisions for actions, suits or proceedings asserting a cause of action
arising under the Securities Act) in other companies’ organizational documents has been challenged in
legal proceedings, and there is uncertainty as to whether courts would enforce the exclusive jurisdiction
provisions in our Articles of Association. Additionally, our shareholders cannot waive compliance with the
federal securities laws and the rules and regulations thereunder. Further, Section 22 of the Securities Act
creates concurrent jurisdiction for federal and state courts over all claims brought to enforce any duty or
liability created by the Securities Act or the rules and regulations thereunder, which permits investors to
bring actions to enforce a duty or liability under the Securities Act in any state or federal court of
competent jurisdiction. If a court were to find either choice of forum provision contained in our Articles of
Association to be inapplicable or unenforceable in an action for any reason, we may incur additional costs
associated with resolving such action in other jurisdictions, which could adversely affect our results of
operations and financial condition. The courts of England and Wales and the U.S. District Court for the
Southern District of New York may also reach different judgments or results than would other courts,
including courts where a shareholder considering bringing a claim may be located or would otherwise
choose to bring the claim, and such judgments may be more or less favorable to us than our
shareholders.
The rights of our shareholders may differ from the rights typically offered to shareholders
of a U.S. corporation.
We are incorporated under the laws of England and Wales. The rights of holders of ordinary
shares are governed by English law, including the provisions of the U.K. Companies Act 2006 (the
“Companies Act”) and by our Articles of Association. These rights differ in certain respects from the rights
of shareholders in typical U.S. corporations. For example, the Delaware General Corporation Law relating
to shareholders’ rights and protections. The principal differences include the following:
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•Under English law, subject to certain exceptions and disapplications, each shareholder generally
has preemptive rights to subscribe on a proportionate basis to any issuance of ordinary shares or
rights to subscribe for, or to convert securities into, ordinary shares for cash.
•Under U.S. law, shareholders generally do not have preemptive rights unless specifically granted
in the certificate of incorporation or otherwise;
•Under English law, certain matters require the approval of not less than 75% of the shareholders
who vote (in person or by proxy (or, if a corporation, by duly authorized representative)) on the
relevant resolution (or on a poll of shareholders, by shareholders representing not less than 75%
of the ordinary shares voting (in person or by proxy (or, if a corporation, by duly authorized
representative))), including amendments to our Articles of Association. This may make it more
difficult for us to complete corporate actions deemed advisable by our Board. Under U.S. law,
generally only majority shareholder approval is required to amend the certificate of incorporation
or to approve other significant transactions;
•In the United Kingdom, takeovers may be structured as takeover offers or as schemes of
arrangement. Under English law, a bidder seeking to acquire us by means of a takeover offer
would need to make an offer for all of our outstanding ordinary shares. If acceptances are not
received for 90% or more of the ordinary shares to which the offer relates, under English law, the
bidder cannot complete a “squeeze out” to obtain 100% control of us. Accordingly, acceptances of
90% of our outstanding ordinary shares would likely be a condition in any takeover offer to acquire
us, not 50% as is more common in tender offers for corporations organized under U.S. law. By
contrast, a scheme of arrangement, the successful completion of which would result in a bidder
obtaining 100% control of us, requires the approval of a majority in number of the shareholders or
class of shareholders present and voting either in person or by proxy at the meeting and
representing 75% in value of the ordinary shares voting at the meeting for approval;
•Under English law and our Articles of Association, shareholders and other persons whom we
know or have reasonable cause to believe are, or have been, interested in our shares may be
required to disclose information regarding their interests in our shares upon our request, and the
failure to provide the required information could result in the loss or restriction of rights attaching
to the shares, including prohibitions on certain transfers of the shares, withholding of dividends
and loss of voting rights. Comparable provisions generally do not exist under U.S. law; and
•Under our Articles of Association, the quorum requirement for a shareholder meeting is a
minimum of two shareholders present in person or by proxy (or, if a corporation, by
representative). Under U.S. law, a majority of the shares eligible to vote must generally be present
(in person or by proxy) at a shareholders’ meeting in order to constitute a quorum. The minimum
number of shares required for a quorum can be reduced pursuant to a provision in a company’s
certificate of incorporation or bylaws, but typically not below one-third of the shares entitled to vote
at the meeting.
General Risk Factors
If we do not meet the expectations of securities analysts, if they do not publish research or
reports about our business, or if they issue unfavorable commentary or downgrade our ordinary
shares, the price of our ordinary shares could decline.
The trading market for our ordinary shares relies in part on the research and reports that
securities analysts publish about us and our business. The analysts’ estimates are based upon their own
opinions and are often different from our estimates or expectations. We do not have any control over
these analysts. If our revenue or our other results of operations are below the estimates or expectations
of public market analysts and investors, the price of our ordinary shares could decline. Moreover, the
price of our ordinary shares could decline if one or more securities analysts downgrade our ordinary
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shares or if those analysts issue other unfavorable commentary or cease publishing reports about us or
our business.
We incur significant costs as a result of operating as a public company, and our
management will be required to devote substantial time to new compliance initiatives and
corporate governance practices.
We are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, the
Dodd-Frank Act, the listing requirements of Nasdaq and other applicable securities laws and regulations.
The expenses incurred by public companies generally for reporting and corporate governance purposes
have been increasing. We expect these rules and regulations to continue to increase our legal and
financial compliance costs and to make some activities more difficult, time-consuming and costly. Being a
public company and being subject to such rules and regulations also makes it more expensive for us to
obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur
substantially higher costs to obtain coverage. These laws and regulations could also make it more difficult
for us to attract and retain qualified persons to serve on our Board, on our board committees or as our
executive officers. Furthermore, if we are unable to satisfy our obligations as a public company, we could
be subject to delisting of our ordinary shares, fines, sanctions and other regulatory action and potentially
civil litigation. These factors may therefore strain our resources, divert management’s attention and affect
our ability to attract and retain qualified board members.
Raising additional capital may cause dilution to our existing shareholders, restrict our
operations or cause us to relinquish valuable rights.
We may seek additional capital through a combination of public and private equity offerings, debt
financings and strategic partnerships and alliances. For example, we filed the Senior Notes Registration
Statement with the SEC to offer, on a continuous basis, up to $700.0m in aggregate principal amount, or
the equivalent thereof in any other currency, of Senior Notes and on October 30, 2024 we completed an
offering under this Registration Statement and received net proceeds of $596.7m. On May 1, 2025 we
completed a further offering and received net proceeds of $498.3m. To the extent that we raise additional
capital through the sale of equity, convertible debt securities or other equity-based derivative securities,
your ownership interest will be diluted, and the terms of the securities may include liquidation or other
preferences that may be senior to your rights as a holder of ordinary shares. Any indebtedness we incur,
including through the issuance of Senior Notes, would result in increased payment obligations and could
involve restrictive covenants, such as limitations on our ability to incur additional debt and other operating
restrictions that could adversely impact our ability to conduct our business. Any debt or additional equity
financing that we raise may contain terms that are not favorable to us and holders of our ordinary shares.
Furthermore, the issuance of additional securities, whether equity or debt, by us, or the possibility of such
issuance, may cause the market price of our ordinary shares to decline, and holders of our ordinary
shares may not agree with our financing plans or the terms of such financings.
We may from time to time distribute rights to our shareholders, including rights to acquire our
securities. However, we cannot make rights available to holders in the United States unless we register
the offer and sale of the rights and the securities to which the rights relate under the Securities Act or an
exemption from the registration requirements is available. We are under no obligation to file a registration
statement with respect to any such rights or securities, to endeavor to cause such a registration statement
to be declared effective or to establish an exemption from registration under the Securities Act.
Accordingly, you may be unable to participate in such a rights offerings and may experience dilution in
your holdings.