Rathbones FY2025 Preliminary Results

Rathbones Group PLC

27 February 2026

 

Preliminary results for the 12 months
ended 31 December 2025

Rathbones sets course for next stage of growth

Profit before tax up 53.5% to £152.9 million

Jonathan Sorrell, Group Chief Executive, said:

"It is a privilege to lead Rathbones as we begin a new chapter in our evolution, one defined by clarity and consistency of purpose, and the opportunity to unlock the full potential of the business we have built. Since joining, I have seen first-hand the distinctive strengths that set Rathbones apart: the quality of our people, the depth of our client relationships, and our commitment to long-term value creation.

Following the combination with Investec Wealth & Investment (IW&I), we have continued to build a stronger organisation. Our enhanced scale strengthens our ability to invest in ways that differentiate us: in our investment process, in our client proposition, in our people, and in our technology. We are creating a more capable organisation with a clear purpose: to help more people invest their money well, so they can live well. In pursuit of this purpose, our aspiration is to be 'the best wealth manager in the UK, by far' and we have aligned our strategy accordingly.  Our goals are for Rathbones to be the first choice for clients, the first choice for talent, the most effective operator and the most reputable brand.

We are competing from a position of real strength in an attractive and growing market. The opportunities ahead of us are significant, and we have the scale, expertise and ambition to capture them. With an energised leadership team and talented colleagues across the organisation, I am confident in our ability to deliver excellent outcomes for our clients and as a result for our shareholders."

	2025	2024
	£m (unless stated)	£m (unless stated)
Operating income	923.3	895.9
Underlying operating expenses1	(685.2)	(668.3)
Underlying profit before tax1	238.1	227.6
Underlying operating margin1	25.8%	25.4%
Profit before tax	152.9	99.6
Underlying earnings per share1	170.5p	161.6p
Earnings per share	107.9p	63.0p
Dividend per share2	99.0p	93.0p

1.  A reconciliation between the underlying measure and its closest IFRS equivalent is provided in the financial performance section.

2.  Total of the interim dividend paid and the final dividend proposed for the financial year.

Financial and operational highlights

Our 2025 results show continuing momentum driven by the delivery of synergies, as we successfully completed the integration of Investec Wealth & Investment (IW&I), and markets recovered from their first-half lows. Synergy delivery exceeded expectations, contributing £76 million on an annualised run-rate basis, significantly above our £60 million target and supporting growth in underlying profitability. Statutory profit before tax rose 53.5% to £152.9 million, benefitting not only from these synergies but also from a sharp reduction in integration costs, while underlying profit before tax rose 4.6% to £238.1 million.

The Group's financial headlines are set out below.

• Funds under management and administration (FUMA) reached £115.6 billion at 31 December 2025 (31 December 2024: £109.2 billion).

• Profit before tax increased by 53.5% to £152.9 million (31 December 2024: £99.6 million), driven by synergy delivery and higher average FUMA, and benefitting from a reduction in the level of integration costs, which reduced to £39.9 million for the year (2024: £75.5 million) as the integration progressed. 

• Underlying profit before tax increased 4.6% to £238.1 million (2024: £227.6 million).

• We have delivered cost and revenue synergies well ahead of our original £60 million target, with run-rate synergy realisation of £76 million at the end of 2025. We consider 2025 to mark the end of the period of synergy delivery related to the integration.

• We report further progress in our objective to grow our underlying operating margin, which increased to 25.8% for the year from 25.4% for 2024. The rate of progress was impacted by the fall in the markets at the end of the first quarter, which resulted in the margin for the first half of the year reducing to 24.0% from 25.1% for the first half of 2024. The stronger performance that followed resulted in the underlying margin for the second half of the year increasing to 27.5%, bringing the full year margin to 25.8%.

• We remain confident in achieving our 30% underlying operating margin target by the fourth quarter of 2026, assuming FUMA growth of 3% in 2026, stable inflation and interest rates in line with current market expectations. In achieving the target, we also continue to see opportunities for further efficiencies to be achieved as we optimise our operating platform and processes during 2026.

Capital, proposed share buyback and declaration of final dividend

In 2025, we introduced a new capital allocation framework and launched our first £50 million share buyback, reaffirming our commitment to disciplined capital returns alongside continued investment in the business. We announced the completion of the buyback on 16 February 2026. We are today announcing an extension to that programme of up to £20 million. This buyback extension is subject to regulatory approval, and is expected to commence thereafter.

In July, we announced an interim dividend of 31.0p. Given the strength of our balance sheet and our confidence in the long-term future of the business, the Board has recommended a final dividend of 68.0p per share for 2025 (2024: 63.0p). This brings the total dividend for the year to 99.0p (2024: 93.0p), representing a 6.5% increase compared to 2024. The dividend will be paid on 13 May 2026, subject to shareholder approval at our 2026 Annual General Meeting (AGM) on 7 May 2026.

Delivering our strategic priorities

Across Rathbones, we have launched a comprehensive programme of initiatives to support our strategic ambitions. Many actions are already underway and will continue into 2026 and beyond, reflecting our commitment to sustained progress and long-term value creation. Our vision to be 'the best wealth manager in the UK, by far' requires Rathbones to be:

1. The first choice for clients

We want every decision at Rathbones to begin with a single question: how does this help our client? This client‑centric perspective underpins a set of initiatives designed to elevate the experience we offer: combining investment excellence, comprehensive service and an effortless client journey. In a competitive market, we are focused on earning client trust and loyalty. Our initiatives focus on three areas:

•  A world-class investment capability across Wealth and Asset Management: built on discipline, judgement and truly active decision‑making. In Wealth, our investment framework focuses on the long‑term compounding of capital through investing in quality businesses at attractive
valuations, supported by thoughtful diversification, prudent risk management and dynamic positioning for changing market conditions. In Asset Management, small empowered teams make high‑conviction decisions backed by strong institutional oversight and robust risk systems.

•  Advice and solutions honed for the entire client lifecycle: Increasing financial‑planning penetration to deepen relationships, reduce outflows and support sustainable organic growth.

•  A proactive, personalised and effortless service experience: Continuing to build trusted, longstanding client relationships and investing in technology that complements, rather than replaces, personal relationships. Our hybrid model blends self‑service convenience with tailored advice to support satisfaction, retention and evolving preferences.

2. The first choice for talent

Our people remain the foundation of our success and we aim to be the destination of choice for people in our industry. To attract, develop, and retain exceptionally talented people, our approach centres on:

•  A great culture: We are strengthening the qualities that define us, including client commitment, long‑term stewardship, collaboration and care, while building a culture that emphasises clarity and simplification, pace and intent, and stronger advancement, recognition and reward.

•  Motivating incentives: We have introduced a unified remuneration scheme for investment managers and financial planners that is simple, transparent and aligned to client outcomes. The new Rathbones Growth Unit Scheme extends share‑based incentives to Enablement teams, strengthening shared ownership, assuming growth targets are met.

•  AI-powered tools and processes to make doing business easy: We are enhancing the client and employee experience by embedding AI into core processes, improving efficiency, insight and the quality of interactions across the business.

3. The most effective operator

To deliver sustainable, scalable growth, we are strengthening the effectiveness and resilience of our operations through:

•  Data-led commercial excellence: Using data more systematically to improve outcomes, retention and growth. Insights will help guide resource allocation, reshape teams, and increase introductions to financial planning, while helping reduce outflows through better visibility of assets at risk and targeted interventions.

•  Simplified operations: As we work toward streamlining our internal operations, we have expanded our relationship with Salesforce. During 2026, we will bring client lifecycle and relationship management together on a single platform using Salesforce and Xplan, replacing existing systems including InvestCloud. This unified approach will simplify workflows, reduce post‑integration inefficiencies, and free up time for investment managers and financial planners to focus on clients and growth.

•  Capital efficiency: We have strengthened our capital‑allocation framework with clearer prioritisation for use of capital. Our business is capital generative and we will ensure that our capital allocation decisions are rigorous.

4. The most reputable brand

Rathbones is a brand with heritage, trust, and substance:

•  A relevant and distinctive identity: We are committed to building a brand that is recognised for consistent, unconflicted delivery of client outcomes and superior service standards. Our modern visual identity and accessible, trusted content strengthens approachability and ensures our brand resonates and stands out.

•  Demonstrating leadership and purpose: Building on our ethical origins and responsible business heritage, we aim to build trust with stakeholders, becoming a recognised force for good through our financial education and social mobility activities, our responsible investment thought leadership and our engagement with policy makers, among others.

•  Efficient amplification to our core audiences: We are building visibility through an integrated media and digital ecosystem, improving discoverability, expanding PR and sponsorship activity, and reinforcing our reputation through strong social proof, including excellent Trustpilot ratings and a growing share of positive media coverage.

2025 results presentation and strategic update

A presentation to analysts and investors will take place this morning at 09:00 at our offices at 30 Gresham Street, London, EC2V 7QN. The financial results will be followed by a strategic update by Jonathan Sorrell, Group CEO. The event is expected to conclude at 11:15am. Participants who wish to join the presentation virtually can do so by either joining the video webcast (https://www.investis-live.com/rathbones-group-plc/6960dfa08464df0010fcc3a7/rtfger) or by dialling in using the conference call details below:

United Kingdom (Local): [phone] 
United Kingdom (Toll-Free): [phone]
Global dial in numbers
Participant access code: 089539

A Q&A session will follow the presentation. Participants will be able to ask their questions either via the webcast by typing them in or via the conference call line.

A recording of the presentation will be available later today on our website at: www.rathbones.com/en-gb/wealth-management/investor-relations/results-reports-and-presentations.

Issued on 27 February 2026

For further information contact:

Investors
Shelly Patel, Head of Investor Relations
Tel: [phone]
Email:  [e-mail]

Press
Tessa Curtis, Director of Corporate Communications & Affairs
Tel: [phone]
Email: [e-mail]

Rathbones Group Plc

Rathbones Group Plc (Rathbones), through its subsidiaries, is one of the UK's leading providers of investment and wealth management services for private clients, charities, trustees and professional partners. This includes discretionary investment management, fund management, tax planning, trust and company management, financial advice and banking services.

Rathbones manages £115.6 billion of client assets, of which £16.6 billion is managed by its asset management arm, Rathbones Asset Management Limited. A FTSE 250 company (LSE:RAT), Rathbones has over 3,300 employees, including over 700 investment managers and financial planners, in 21 offices across the UK and the Channel Islands, connecting its clients with high-quality, personalised wealth management services.

www.rathbones.com

 Chair's statement

A new chapter for Rathbones

Dear Shareholder

2025 was a pivotal year for Rathbones. Following the successful integration of Investec Wealth & Investment (IW&I), the largest transaction in our sector, we now stand as the UK's largest discretionary wealth manager. Over time, we intend to be 'the best'. This achievement provides a strong platform for the next phase of growth, underpinned by disciplined Governance and a clear strategic direction.

This year, the Board's primary areas of focus were succession planning at both Board and Executive Committee (ExCo) level, specifically the appointment of Jonathan Sorrell as our new Chief Executive Officer; and ensuring that we adopt the right strategy to deliver sustainable success for the business. In addition, the Board oversaw several important decisions, including the completion of the IW&I client migration, the launch of our first ever share buyback programme and the approval of the firm's refreshed purpose statement.

Clients

Our clients remain at the heart of our business. Through our proven track record in investment management and deep expertise in financial planning, we deliver solutions that help clients achieve their long-term financial goals. The continued implementation of the Consumer Duty, which introduces more rigorous requirements around transparency, value and outcomes, has strengthened our foundations and will embed new frameworks, tools and processes to support better client outcomes. While we are confident that we meet the Duty's requirements, we recognise that embedding is a constant process. The Board will maintain oversight to ensure continued delivery and improvements are achieved in 2026 and beyond.

Culture, purpose and stakeholder engagement

In 2025, the Board approved Rathbones' refreshed purpose: "To help more people invest their money well, so they can live well". This was the result of engagement with clients, colleagues, and stakeholders. The Board believes this purpose is both credible and actionable.

The Board monitors how our purpose is promoted as a responsible, inclusive culture that supports long-term success. Governance goes beyond compliance, fostering an environment aligned with our values where diverse perspectives are encouraged. This culture should drive growth and profitability.

We monitor culture through regular engagement with colleagues, workforce engagement initiatives and branch visits, ensuring our client‑focused and responsible culture continues to underpin long‑term success. Stakeholder views inform decisions through surveys, town halls, investor meetings, and regulator dialogue, helping shape strategy for long-term success.

Shareholder value

Rathbones remains focused on delivering long-term shareholder value. In 2025, we introduced a new capital allocation framework and launched our first £50 million share buyback. The programme was completed on 16 February 2026. On 27 February 2026, we announced an extension to that programme of up to £20 million, subject to regulatory approval. Alongside this, we reaffirmed our commitment to a progressive dividend policy, with an increased total dividend of 99p for the year (2024: 93p). This reflects a long-term track record of disciplined capital returns, including a 6.2% compound annual growth rate in our dividend over the past 20 years. The final dividend is scheduled to be paid on 13 May 2026, subject to shareholder approval at our Annual General Meeting (AGM) on 7 May 2026, to shareholders on the register as of 17 April 2026.

Board and Executive Committee succession

2025 also marked a significant leadership transition. Paul Stockton retired after 16 years at Rathbones, including six as Group Chief Executive. On behalf of the Board, I thank him for his contribution. Following a rigorous global search, we appointed Jonathan Sorrell, who brings deep experience and a fresh perspective as we enter our next phase of growth.

During the first half of 2026, the Board expects to announce a new Senior Independent Director, subject to regulatory approval. Sarah Gentleman, whose tenure has exceeded nine years, will step down in the fourth quarter of 2026, after the completion of the search for her replacement. I would like to thank Sarah for her years of distinguished and remarkable service.

As announced on 16 February 2026, Ruth Leas, Non-Executive Director, resigned from the Board following the successful integration of IW&I, having joined the Board following the completion of the combination in September 2023. I would like to thank Ruth for her time on the Board. The company wishes her well for the future.

We also strengthened the Executive Committee to support our strategic ambitions, with new appointments in Wealth, Risk, Operations, Technology, Research and People Leadership. These changes ensure we have the right skills and experience to deliver on our vision to be 'the best wealth manager in the UK, by far'.

Outlook

As we enter the next phase of Rathbones' journey, the Board remains focused on the delivery of our strategy, supported by strong governance as the business moves from integration to robust organic growth.

Our priority is to maintain oversight of culture, risk, and stakeholder interests while enabling management to execute with clarity and discipline. We are confident that Rathbones' scale, purpose and talented colleagues provide a strong foundation for long-term success.

At the end of what has been a very busy and pivotal year for Rathbones, I wish to thank all of our colleagues across the firm for all their hard work and commitment to the group's success.

Clive C R Bannister

Chair

 Group Chief Executive Officer's Review

Unlocking our full potential

2025 in review

It is a privilege to lead Rathbones as we begin a new chapter in our evolution, one defined by clarity and consistency of purpose, and the opportunity to unlock the full potential of the business we have built. Since joining, I have seen first-hand the distinctive strengths that set Rathbones apart: the quality of our people, the depth of our client relationships, and our commitment to long-term value creation. These strengths, together with our position as the UK's largest discretionary wealth manager, provide a strong foundation for the future.

I want to begin by expressing my sincere thanks to all colleagues across Rathbones for their exceptional hard work and professionalism through the integration of Investec Wealth & Investment (IW&I). The way our teams have come together while maintaining unwavering focus on clients has been truly outstanding. The integration has created a stronger organisation with a clear purpose: 'to help more people invest their money well, so they can live well.' In pursuit of this purpose, our vision is to be  'the best wealth manager in the UK, by far' and we have aligned our strategy accordingly.

I would also like to extend my thanks to Investec for their partnership throughout this process. As a major shareholder in Rathbones following the transaction, Investec has continued to be a constructive and supportive partner. Our collaboration has been grounded in a shared ambition to build a business with greater long-term competitive advantages for clients. I am excited by the opportunities we can capture together as key strategic partners.

Despite a challenging and uncertain economic backdrop in the UK, we remain focused on the factors within our control: enhancing client engagement, looking after our talent, simplifying our operations, creating a more commercially effective business, and strengthening our brand.

Structural trends such as demographic change, intergenerational wealth transfer, and low investment participation in the UK continue to create a substantial long-term opportunity.

Financial review

Rathbones delivered a resilient financial performance in 2025, reflecting both the inherent strength of our diversified business and the successful integration of IW&I. Despite a difficult first half for markets, FUMA increased 5.9% to £115.6 billion by year‑end. Synergy delivery exceeded expectations, contributing £76 million on an annualised run-rate basis, significantly above our £60 million target and supporting growth in underlying profitability. Statutory profit before tax rose 53.5% to £152.9 million, benefiting not only from these synergies but also from a sharp reduction in integration costs, while underlying profit before tax rose 4.6% to £238.1 million.

We maintained strong capital discipline throughout the year, commencing our first ever share buyback of £50 million. This provides a solid foundation as we move into 2026, enabling us to invest with confidence in our operating platform, our people and our client proposition. With the integration behind us and further efficiency gains already identified, we are well positioned to deliver strong long‑term value for clients and shareholders.

Building on our strengths

Rathbones is a business with momentum. Our trusted client relationships provide a resilient foundation and a source of future growth. They enable us to deepen engagement, support clients across more aspects of their financial lives, and benefit from strong advocacy through referrals, which continue to be our most significant source of new business. Our enhanced scale strengthens our ability to invest in areas that differentiate us and build competitive advantage, from our investment process and client proposition to our people and our technology.

As part of my review of our senior leadership team, I have made a number of new appointments to support the next phase of our growth. This builds on the earlier establishment of the CEO of Wealth role following the retirement of Rupert Baron, and the appointment of Camilla Stowell, who joined Rathbones in June 2025.

I want to extend my sincere thanks to Andy Brodie and Gaynor Gillespie, who are leaving Rathbones to pursue new opportunities, and to Sarah Owen-Jones and Tony Overy, who are retiring after long and successful careers as Chief Risk Officer and Head of Financial Planning. Each has made an enormous contribution to Rathbones, and I am deeply grateful for their leadership and commitment. I am also pleased to welcome Brad Novak into the newly created role of Chief Technology Officer, Cassandra Williams as Chief Risk Officer, Gillian van Maaren as Chief People Officer, Mike Turner as Chief Operating Officer and Robert Sears as Chief Investment Officer, subject to regulatory approval. Their experience and perspective will help guide us forward and we now have a refreshed and energised executive team with deep expertise and a shared ambition to lead the industry.

Most importantly, our people continue to demonstrate commitment and capability, taking ownership, improving processes, and driving meaningful progress across the organisation.

Our vision and strategic priorities

Our vision is clear: To be the best wealth manager in the UK, by far. Our goals are for Rathbones to be:

1. The first choice for clients

2. The first choice for talent

3. The most effective operator

4. The most reputable brand

Delivering our strategic priorities

Across Rathbones, we have launched a comprehensive programme of initiatives to support our strategic ambitions. Many of these actions are already underway and will continue into 2026 and beyond, reflecting our commitment to sustained progress and long-term value creation.

1. The first choice for clients

We want every decision at Rathbones to begin with a single question: how does this help our client? This principle has been guided by the time I have spent with clients over the past six months, giving me direct insight into what they value and where we can do better. I have also experienced Rathbones from the other side, as a client, an investor in RAM's funds, and a shareholder. This provides a personal perspective on both our strengths and the areas where we must continue to improve.

This client-centric perspective also shapes a series of targeted initiatives to elevate the client experience and deliver an exceptional proposition that combines investment excellence, comprehensive service, and an effortless journey. In a competitive market, we know clients have choices, and we are determined to earn their trust and loyalty.

Our initiatives focus on three areas:

-  A world-class investment capability across Wealth and Asset Management: built on discipline, judgement and truly active decision‑making. In Wealth, our investment framework focuses on long‑term compounding through investing in quality businesses at attractive valuations, supported by thoughtful diversification, prudent risk management and dynamic positioning for changing market conditions. In Asset Management, small empowered teams make high‑conviction decisions backed by strong institutional oversight and robust risk systems.

-  Advice and solutions honed for the entire client lifecycle: Financial planning represents a growth opportunity, with current penetration at 14% of FUM across the group. Increasing this will help reduce outflows, deepen relationships and strengthen continuity through life events and wealth transfer. By embedding planning more consistently we can deliver better outcomes for clients while supporting sustainable net organic growth.

-  A proactive, personalised and effortless service experience: We are continuing to build trusted, longstanding client relationships and investing in technology that complements, rather than replaces, our people‑first approach. Our evolving hybrid model offers clients convenient self‑service options alongside personalised advice, supporting satisfaction, retention, and responsiveness to evolving client preferences.

2. The first choice for talent

Our people are the foundation of our success. To attract, develop, and retain exceptionally talented people, we are focused on nurturing:

-  A great culture: Our culture, defined by client commitment, long-term stewardship, collaboration and care, remains a core strength. But to support the next phase of growth, we need to balance these qualities with greater accountability and sharper ways of working. This is why we are reinforcing a culture built on clarity and simplification, pace and intent, effective collaboration, and stronger advancement, recognition and reward. Equally important is creating an environment where colleagues are continually developed, ensuring our most talented people grow, progress and stay engaged.

-  A key enabler of this will be the Rathbones Institute, launching in 2027. The Institute will provide a unified and scalable approach to professional, technical and leadership development, helping colleagues build the skills and confidence needed to deliver excellent client outcomes. It will also provide the structured challenge and career pathways that high-performing colleagues expect. By investing in our people in this structured way, we are creating the foundations for a culture that empowers colleagues and accelerates performance.

-  Motivating incentives: At the start of 2026 we introduced a new remuneration scheme for investment managers and financial planners that is simple, transparent and formula driven. It aligns reward to the right behaviours and supports sustainable growth.

Alongside this, the new Rathbones Growth Unit Scheme extends incentives to colleagues in our Enablement functions, providing share‑based rewards over three years tied to improvements in net flows within our Wealth business and reinforcing shared ownership across the organisation.

Together, these changes create a clear, consistent and motivating framework that supports growth and aligns everyone behind our ambition.

-  AI-powered tools and processes to make doing business easy: We are focused on improving the client and employee experience by embedding AI into the fabric of how we operate. Our clients value human connection: trusted advice, judgement during volatility, and support through major life decisions. AI enhances this and is already embedded across some of the platforms colleagues use every day. Copilot is now enterprise-wide, helping teams draft, summarise and analyse more effectively. In the front office, AI is improving the efficiency of production of suitability notes and strengthening advice oversight. And in our data and client experience platforms, AI is giving us cleaner data and faster insight into what clients are thinking and feeling. The next phase will be about further implementation of AI into core workflows alongside other tools.

By modernising and simplifying our systems and processes, supported by AI powered tools, we are creating an environment where teams can focus on what matters most: serving clients and growing the business.

3. The most effective operator

To deliver sustainable, scalable growth, we are strengthening the effectiveness and resilience of our operations through:

-  Data-led commercial excellence: We are using data much more systematically to strengthen client outcomes, improve retention and drive sustainable growth. By analysing where the strongest opportunities lie, we are reshaping client‑facing teams to improve productivity and efficiency, providing more targeted support across the client lifecycle, and increasing introductions to financial planning. This sharper, insight‑led approach is helping us convert demand from both existing and new clients.

We are applying the same discipline to reducing outflows. Data now gives us a clearer view of assets at risk and the interventions most likely to make a difference. This includes expanding financial planning, increasing the frequency of high‑quality client touchpoints, and refining our At Retirement proposition to better meet client needs. This approach is already helping us strengthen long‑term relationships and enhance the quality and consistency of client engagement.

-  Simplified operations: As we work toward streamlining our internal operations, we have expanded our relationship with Salesforce. During 2026, we will bring client lifecycle and relationship management together on a single platform using Salesforce and Xplan, replacing existing systems, including InvestCloud. While previous systems delivered certain benefits, this unified approach will deliver greater impact, simplify workflows, reduce post‑integration inefficiencies, and free up time for investment managers and financial planners to focus on clients and growth.

We are also moving to a more integrated and efficient operating model. A key example is the consolidation of Greenbank into the broader Rathbones structure: its stewardship and sustainability expertise has been integrated into the Asset Management segment, while its research team has joined the central research function. At the same time, we are streamlining our governance to enable faster decision-making by significantly reducing both the number of committees and the number of colleagues required to participate in them. These changes will drive efficiency, while enhancing collaboration and effectiveness across the organisation.

-  Capital efficiency: Our strong balance sheet and capital surplus give us the flexibility to return excess capital to shareholders while continuing to invest for long‑term growth. In 2025 we launched our first £50 million share buyback, an important milestone in our evolving capital framework, which was completed on 16 February 2026. On 27 February 2026, we announced an extension to that programme of up to £20 million, subject to regulatory approval. We are ensuring capital is deployed where it will generate the highest returns while supporting a progressive dividend.

To underpin this, we have strengthened our capital allocation and decision‑making approach. Investments are assessed against clear return thresholds aligned to our strategy and evaluated on both NPV and ROI. We have streamlined governance to speed up decisions, increased monitoring to ensure delivery of expected benefits, and reinforced a readiness to pivot when needed. This more rigorous and transparent framework increases our conviction, reduces decision risk and ensures capital supports growth where Rathbones can create the most value.

4. The most reputable brand

Rathbones is a brand with heritage, trust, and substance.

-  A relevant and distinctive identity:  We are committed to building a brand that is recognised for consistent, unconflicted delivery of client outcomes and superior standards of service. Our modern visual identity and accessible, trusted content strengthens approachability and ensures our brand resonates and stands out.

-  Demonstrating leadership and purpose:  Building on our ethical origins and responsible business heritage, we aim to build trust with stakeholders, becoming a recognised force for good through our financial education and social mobility activities, our responsible investment thought leadership and our engagement with policy makers, among others.

-  Efficient amplification to our core audiences:  We are building visibility through an integrated media and digital ecosystem, improving discoverability, expanding PR and sponsorship activity, and reinforcing our reputation through strong social proof, including excellent Trustpilot ratings and a growing share of positive media coverage.

Measuring our progress
We have established a clear set of measures to track progress across clients, talent, operations and brand. These measures capture the quality of our investment performance, the depth of our client relationships, the strength of our culture and employee experience, and the effectiveness of our operating model. We also track the impact of our brand and reputation, together with core financial indicators that reflect sustainable growth. Taken together, this balanced and transparent suite of metrics reinforces accountability and ensures we stay focused on delivering the outcomes that matter most for clients, colleagues and shareholders.

Looking ahead

We are competing from a position of real strength in an attractive and growing market. The opportunities ahead of us are significant, and we have the scale, expertise and ambition to capture them. With an energised leadership team and talented colleagues across the organisation, I am confident in our ability to deliver excellent outcomes for our clients and for our shareholders.

I would like to again thank all colleagues across Rathbones for their hard work, dedication and resilience, particularly through the IW&I integration. Your commitment has been the driving force behind our progress, and it will continue to underpin the success we build together.

Jonathan Sorrell

Group Chief Executive Officer

 Group Chief Financial Officer's Review

Disciplined Execution Driving Improved Profitability

Our 2025 results show continuing momentum driven by the delivery of synergies, as we successfully completed the integration of Investec Wealth & Investment (IW&I), and markets recovering from their first-half lows. These factors, along with the return of £50 million of capital to shareholders through Rathbones' first share buyback, underpinned the growth in income, profit, earnings per share and return on capital employed that we have reported for the year.

We have delivered total synergies at 31 December 2025 of £76 million on an annualised run-rate basis, significantly exceeding our target of £60 million. This has been achieved well ahead of the timeframe we originally set out at completion of the transaction of September 2026. While we consider 2025 to mark the end of the period of synergy delivery related to the integration, cost discipline remains the highest of priorities. We continue to see opportunities for further efficiencies as we optimise our operating platform and processes during 2026.

Costs related to the integration, which are reported as non-underlying costs, remained within our overall cost guidance. Integration costs expensed during the year amounted to £39.9 million, having reduced from £75.5 million in 2024. We will incur further integration-related costs in 2026 which are covered in the guidance section below.

Funds Under Management & Administration (FUMA) grew by 5.9% during the year overall to reach £115.6 billion on 31 December 2025 (2024: £109.2 billion). The first half of the year saw significant market volatility, resulting in FUMA falling by 4.7% from where it started the year to £104.1 billion at the end of the first quarter, as markets reacted to the announcement by the US government of widespread tariffs. This coincided with our first quarterly billing of investment management fees and therefore had an adverse impact on the results for the first half.

Second half performance benefited from the subsequent market recovery and continued appreciation of asset values as the year progressed, along with our continued delivery of synergies.

We report further progress on our objective to grow our underlying operating margin, which increased to 25.8% for the year from 25.4% for 2024. The rate of progress was affected by the fall in the markets at the end of the first quarter, which resulted in the margin for the first half reducing to 24.0% from 25.1% for the first half of 2024. The stronger performance that followed resulted in the underlying margin for the second half increasing to 27.5%, bringing the full year margin to 25.8%.

In September 2025 we began the first buyback of shares that Rathbones has undertaken, as we implemented the capital allocation framework announced at the half year. The framework provides a disciplined approach to our management of shareholders' capital while ensuring we continue to maintain a robust balance sheet and capital position. We announced the completion of the programme to purchase £50 million of shares on 16 February 2026 and have announced an extension of the programme of up to £20 million, subject to regulatory approval.

Table 1. Group FUMA by segment

	Opening FUMA	Gross inflows	Gross outflows	Net flow	Transfers & migrated assets1	Market & investment performance	Closing FUMA	Annualised Net Growth
	£bn	£bn	£bn	£bn	£bn	£bn	£bn	(%)
Wealth Management	99.3	9.4	(10.2)	(0.8)	(0.3)	8.0	106.2	(0.8%)
Asset Management
Gross segment FUMA inclusive of intra-group	15.8	3.5	(4.2)	(0.7)	0.2	1.3	16.6	(4.4)%
Intra-group FUMA2	(5.9)	(1.7)	1.1	(0.6)	(0.2)	(0.5)	(7.2)	10.2%
Asset Management excluding intra-group	9.9	1.8	(3.1)	(1.3)	-	0.8	9.4	(13.1%)
Total Group	109.2	11.2	(13.3)	(2.1)	(0.3)	8.8	115.6	(1.9%)
1.  The migrated assets column does not net to zero due to a change in the classification of certain IW&I FUMA which does not meet the criteria for inclusion within reported FUMA for the Rathbones group. There is no impact on revenue resulting from this change 2.  Intragroup FUMA comprises assets managed by the Asset Management segment which relates to propositions of the Wealth Management segment.

Table 2. Group's overall performance
	2025	2024
	£m (unless stated)	£m (unless stated)
Operating income	923.3	895.9
Underlying operating expenses¹	(685.2)	(668.3)
Underlying profit before tax¹	238.1	227.6
Underlying operating margin¹	25.8%	25.4%
Profit before tax	152.9	99.6
Effective tax rate	26.6%	34.2%
Taxation	(40.6)	(34.1)
Profit after tax	112.3	65.5
Underlying earnings per share¹	170.5p	161.6p
Earnings per share	107.9p	63.0p
Dividend per share²	99.0p	93.0p
Return on capital employed (ROCE)	8.3%	4.8%
Underlying return on capital employed¹	13.1%	12.0%

1.  Reconciliation between the measure stated and its closest IFRS equivalent is set out in the Alternative performance measures section.

2.  Total of the interim dividend paid and the final dividend proposed for the financial year.

Review of performance
Profit before tax (PBT) increased on both an underlying and statutory basis. Underlying PBT grew by 4.6% to £238.1 million, driven by synergy delivery and income growth. Synergy delivery continued as the year progressed, resulting in a total benefit to underlying PBT for the year of £56.5 million, an increase of £31.1 million relative to the prior year. The benefit of synergies to underlying PBT in the second half of the year was £37.0 million, reflecting virtually all of the full benefit of the synergies delivered throughout the half year, as synergies relating to the decommissioning of the IW&I platform were realised early in the second half and maintained thereafter. Statutory PBT, which grew by 53.5% to £152.9 million (2024: £99.6 million), also benefited from a significant reduction in the level of integration related costs, which decreased to £39.9 million for the year (2024: £83.4 million).

Operating income increased by 3.1% to £923.3 million. Investment management and asset management fees are calculated on the value of FUMA and hence benefited from the overall increase in asset values during the year. While FUMA increased by 5.9% to £115.6 billion for the year overall, fee income for the first quarter was affected by the 4.7% fall in asset values at the end of that quarter. This adversely affected investment management fees in the Wealth Management segment in particular, with fees for the first quarter reflecting the lower value of portfolios on the dates the fees were calculated for the full quarter on 31 March and 4 April 2025. Fee income improved during the remainder of the year as markets recovered.

Transaction-based commission income increased by 3.9% relative to the prior year as the volume of transactions undertaken in managing clients' portfolios remained buoyant. Transaction volumes were elevated by the investment opportunities provided by the recovery and continued rise in the markets, along with increased activity ahead of the UK Budget in November.

Net interest income increased to £86.7 million for the year (2024: £63.9 million). This increase was driven predominantly by the migration of IW&I clients onto the Rathbones' banking model. Prior to migration, interest relating to client money deposits arising within IW&I was recognised within other income, as client money balances within IW&I did not represent on-balance sheet banking deposits. The increase in net interest income also reflects an increase in the synergy benefit of £6.0 million relating to the higher net interest margin that is generated under the Group's banking model relative to the client money model that IW&I operated under. The reductions in the UK base rate that arose during the year had a relatively modest impact on the net interest margin, as we were able to maintain the margin on deposits, which is the largest element of the Group's liquidity. In addition, the full effect of base rate reductions does not arise immediately as a result of the profile of our treasury investments.

Advice income grew by 6.8% to £58.2 million (2024: £54.5 million) as we continue to increase the provision of financial planning advice to clients.

The overall growth in income was supported by resilient income margins, which remained at or above prior year levels across the primary income streams of the Wealth Management segment. The income margin of the Asset Management segment reduced in line with the changing mix of funds, which continued to shift towards a higher proportion of multi-asset funds which carry a lower annual management charge than single strategy funds.

Underlying operating expenses increased by 2.5% to £685.2 million (2024: £668.3million), despite the benefit of further synergy delivery during the year. The increase in synergies reduced operating costs by £23.9 million relative to the prior year but this was offset by the cost headwinds we have referred to previously, which include the increase in NIC, the FSCS levy and irrecoverable VAT, along with the impact of inflation on both salary and non-staff costs. Further details regarding the cost base are set out in the segmental reporting section.

While fixed staff costs were affected by inflation and the non-recurring costs of executive changes, headcount reduced significantly during the course of the year as we completed the integration process. Headcount at 31 December 2025 was 3,251, a reduction of 294 heads relative to 31 December 2024.

The underlying operating profit margin is calculated as underlying profit before tax as a percentage of operating income. Progress towards our 30% margin target was relatively modest in 2025, in line with our previous guidance, albeit increasing to 25.8% for the year from 25.4% in 2024.

While the 2025 margin benefitted from synergies exceeding our target during the second half of the year, this was offset by the impact of the market fall at the end of the first quarter. However, the underlying margin for the second half of the year of 27.5% (2024: 25.8%) that we carry into 2026 shows the margin progress we have made during the year.

Non-underlying costs comprise acquisition and integration costs, and the amortisation of intangible fixed assets. Integration costs reduced significantly relative to their peak in 2024 as we moved through the integration process. Taking into account the costs incurred to date and those that will be incurred in future years relating to the IW&I integration, we continue to expect the total costs of the IW&I integration to be within our original guidance.

The environment has remained challenging for net flows, particularly in the Asset Management segment which continues to be affected by the tough environment affecting the UK asset management industry. As a consequence, the Asset Management segment reported net outflows of £0.7 billion excluding intragroup flows. The Wealth Management segment reported net outflows of £0.8 billion for the year. The focus on client migration and the subsequent need for investment management teams of the legacy IW&I business to become accustomed to new systems and processes remained a headwind throughout the year. External factors also remained relevant, with uncertainty in advance of the UK Budget in November affecting both investor sentiment and driving pre-emptive actions by some clients which increased outflows. However, net outflows for the Wealth Management segment in the fourth quarter were the lowest of the year at £64 million, being 7.7% of the total for the year. 

Capital discipline is a fundamental priority and we will continue to improve the efficiency of the Group's capital base in accordance with our capital allocation framework. We announced the completion of the buyback of £50 million of share capital on 16 February 2026. The Group remains highly cash and capital generative, with the rate of capital generation increasing as a result of synergy delivery and integration costs having largely been incurred. Following the recent completion of Rathbones' first share buyback, we have announced that the programme will be extended to include a further amount of up to £20 million of shares which will be repurchased subject to regulatory approval

Our progressive dividend policy remains a central part of our capital allocation framework. The final dividend of 68 pence per share that we have proposed today brings the total dividend for the year to 99 pence per share, representing an increase of 6.5% relative to the 2024 full year dividend of 93 pence per share.

The increase in statutory PBT this year of 53.5% that is driven by the increase in underlying profitability and the reduction in integration costs, means the 2025 dividend is fully covered.

Outlook and guidance

We have set out previously the path from the 2024 underlying operating margin of 25.4% to our target of 30% from the fourth quarter of 2026, being three years following the completion of the IW&I transaction. This was based on the full delivery of synergies increasing the margin to 28%, with the remaining uplift dependent on net organic growth. Our expectation that market-driven growth in FUMA would offset the impact on the margin of cost inflation also underpinned this path.

Whilst market appreciation has offset inflation and synergies have exceeded our original target, these benefits have been neutralised by net outflows during 2025 and the cost headwinds we communicated with our 2025 half year results relating to irrecoverable VAT and property costs. In addition, we continue to anticipate some further erosion of our net interest income margin prior to the fourth quarter of 2026 due to recent and anticipated reductions in the UK base rate.

Taking these factors together, we continue to expect synergy benefits to increase the underlying operating margin to 28% from the fourth quarter of 2026. In addition, although synergy delivery is now complete, we have identified further opportunities for cost efficiencies which we expect to achieve during 2026 through continuing improvements of our systems, processes and operating model. With the benefit of these further efficiencies, which are expected to be in place during the second half of 2026, we remain on track to achieve our 30% underlying operating margin target for the fourth quarter of 2026 assuming overall FUMA growth of 3% during 2026, stable inflation and interest rates being in line with current market expectations.

As set out in the Chief Executive's report, we are consolidating our client lifecycle and relationship management capabilities into a single platform using Salesforce and Xplan, which will replace InvestCloud. We expect this process to be complete by the end of the third quarter of 2026 and result in a short-term increase in our operating platform expenditure of £7.0 million in 2026 relative to 2025, reflecting a £9.0 million increase in the first half, partly offset by a £2.0 million reduction in the second half.  The costs to implement InvestCloud were largely expensed as incurred and there will be no amounts to write off as a result of the change.

Taking this investment into account along with the normal recognition of the annual FSCS levy, which is fully expensed during the first half, we expect the underlying operating margin to be notably lower for the first half of 2026 than for the second half, with the margin percentage being in the mid 20s. The margin is expected to show significant progress during the second half, reaching 30% during the final quarter, as the platform investment is completed and the benefits of further cost efficiencies are realised. We expect the overall margin for 2026 to be broadly consistent with the second half of 2025, with percentage being in the upper 20s.

All of the margin guidance above assumes 3% overall growth in FUMA during 2026 and stable inflation. The guidance takes into account all of the movements we expect in income and costs during 2026. The expected movements in income are:

-  Fee income being dependent upon the level of FUMA

-  Commission income being some 5% lower in 2026 as volumes normalise

-  Net interest income being broadly flat relative to 2025. This is the net effect of a reduction in the income margin as result of recent and future base rate reductions offset by a full year of both synergy benefits and the recognition of interest income relating to the IW&I business. IW&I's interest margin relating to client money balances was recognised within other costs prior to migration onto the Rathbones banking model and there will be a corresponding £8 million reduction in other income in 2026

-  Advice income is expected to maintain a similar rate of growth to 2025.

The expected movements in costs in 2026 are:

-  Increased expenditure relating to our strategic initiatives of £11 million, which includes £7 million of investment to consolidate the client lifecycle and relationship management capabilities explained previously

-  Increased synergy benefits of £16 million, as a result of there being a full year of the benefit of synergies realised in 2025

-  Technology & change spend will be £7 million higher as we increase our change capacity to accelerate continuous improvements

-  Staff costs will be £10 million higher, mostly reflecting inflation. The new remuneration scheme for client facing teams was implemented on 1 January 2026 within the existing level of cost, albeit with some rebalancing of fixed and variable remuneration to achieve consistency across the combined group

-  Non-staff costs will be subject to inflation

-  The benefit of the additional cost efficiencies that will increase over the course of the year

-  The normal recognition of the annual FSCS levy, which is fully expensed during the first half of the year

-  Integration costs, which are reported as non-underlying costs, are expected to be £17 million in 2026, predominantly relating to integration-related awards, the cost of which is recognised over the vesting period.

The effective tax rate for 2026 is expected to remain consistent with the level of 26.6% for 2025

As set out in the Chief Executive's report, the Rathbones Growth Unit incentive scheme has been introduced from 1 January 2026. The first awards under the scheme are due to be made in 2027 in respect of 2026 performance. Awards will be delivered entirely in shares vesting after three years. The scheme will not therefore have any impact on 2026 expenditure. As the scheme is dependent upon improved rates of growth, it is not expected to have a significant impact on the future underlying profit margin, as associated costs will be offset by the benefits generated.

The key milestones we have reached in 2025 - completing the IW&I integration and delivering the related synergies - provide a firm foundation as we move forward into 2026. The underlying operating margin of 27.5% that we carry into the new financial year provides further momentum as we continue to apply our disciplined approach to capital and focus our resources on the factors that will support our future growth.

Iain Hooley

Group Chief Financial Officer

Financial review

Segmental review

The Group operates through two segments: Wealth Management and Asset Management.

Following the migration of all IW&I FUMA into Rathbones Investment Management, we will present FUMA from 1 January 2026 on the simpler segmental basis as set out in table 1, which shows the FUMA of each segment, analysed by mandate or fund type. Table 2 shows the breakdown of FUMA and flows by service level on a consistent basis with presentation through 2025. A reconciliation of closing FUMA using the service level presentation to the segmental presentation is set out in table 3.

Table 1. Segmental FUMA by mandate or fund type
31 December 2025	Opening FUMA £bn	Gross inflow £bn	Gross outflow £bn	Net flow £bn	Transfers & migrated assets1 £bn	Market and investment performance £bn	Closing FUMA £bn	Annualised Net Growth %
Discretionary & Managed	88.3	8.1	(8.6)	(0.5)	(0.2)	7.1	94.7	(0.6)%
MPS & Select services	3.4	0.4	(0.3)	0.1	0.1	0.4	4.0	2.9%
Execution only	7.6	0.9	(1.3)	(0.4)	(0.2)	0.5	7.5	(5.3)%
Wealth Management	99.3	9.4	(10.2)	(0.8)	(0.3)	8.0	106.2	(0.8)%
Multi Asset funds	8.5	1.9	(1.8)	0.1	-	0.8	9.4	1.2%
Single Strategy funds	7.3	1.6	(2.4)	(0.8)	0.2	0.5	7.2	(11.0)%
Asset Management - gross segmental FUMA	15.8	3.5	(4.2)	(0.7)	0.2	1.3	16.6	(4.4)%
Intra-group FUMA2	(5.9)	(1.7)	1.1	(0.6)	(0.2)	(0.5)	(7.2)	10.2%
Asset Management excluding intra-group	9.9	1.8	(3.1)	(1.3)	-	0.8	9.4	(13.1)%
Total Group	109.2	11.2	(13.3)	(2.1)	(0.3)	8.8	115.6	(1.9)%
1.  The migrated assets column does not net to zero due to a change in the classification of certain IW&I FUMA which does not meet the criteria for inclusion within reported FUMA for the Rathbones group. There is no impact on revenue resulting from this change 2.  Intragroup FUMA comprises assets managed by the Asset Management segment which relates to propositions of the Wealth Management segment.

Table 2. Breakdown of FUMA and flows by service level
Year ended 31 December 2025	Opening FUMA £bn	Gross inflows £bn	Gross outflows £bn	Net flows £bn	Transfers & migrated assets1 £bn	Market & investment performance £bn	Closing FUMA £bn	Net growth (flows) %
Rathbones Investment Management	52.9	7.4	(7.3)	0.1	34.7	9.4	97.1	0.2%
Bespoke portfolios	47.8	6.7	(6.8)	(0.1)	33.7	8.7	90.1	(0.2)%
Managed via in-house funds	5.1	0.7	(0.5)	0.2	1.0	0.7	7.0	3.9%
Multi-asset funds	3.1	0.6	(0.8)	(0.2)	-	0.3	3.2	(6.5)%
Rathbones discretionary and managed	56.0	8.0	(8.1)	(0.1)	34.7	9.7	100.3	(0.2)%
Non-discretionary service	0.7	0.1	(0.1)	-	0.9	0.1	1.7	0.0%
IW&I	43.0	1.2	(1.8)	(0.6)	(40.2)	(2.2)	-	(1.4)%
Single-strategy funds	6.8	1.3	(2.3)	(1.0)	-	0.4	6.2	(14.7)%
Execution only and banking	2.7	0.6	(1.0)	(0.4)	4.3	0.8	7.4	(14.8)%
Total Group	109.2	11.2	(13.3)	(2.1)	(0.3)	8.8	115.6	(1.9)%
1.  The migrated assets column does not net to zero due to a change in the classification of certain IW&I FUMA which does not meet the criteria for inclusion within reported FUMA for the Rathbones group. There is no impact on revenue resulting from this change

Year ended 31 December 2024	Opening FUMA £bn	Gross inflows £bn	Gross outflows £bn	Net flows £bn	Transfers & migrated assets £bn	Market & investment performance £bn	Closing FUMA £bn	Net growth (flows) %
Rathbones Investment Management	48.8	5.3	(4.5)	0.8	1.2	2.1	52.9	1.7%
Bespoke portfolios	45.0	4.7	(4.1)	0.6	0.4	1.8	47.8	1.4%
Managed via in-house funds	3.8	0.6	(0.4)	0.2	0.8	0.3	5.1	5.1%
Multi-asset funds	2.5	1.0	(0.8)	0.2	0.1	0.3	3.1	7.7%
Rathbones discretionary and managed	51.3	6.3	(5.3)	1.0	1.3	2.4	56.0	2.0%
Non-discretionary service	0.7	-	-	-	-	-	0.7	(2.9)%
IW&I1	42.3	4.0	(5.0)	(1.0)	(0.3)	2.0	43.0	(2.5)%
Saunderson House	1.6	0.1	(0.5)	(0.4)	(1.2)	-	-	(26.8)%
Single-strategy funds	6.7	1.3	(1.9)	(0.6)	-	0.7	6.8	(8.1)%
Execution only and banking	2.7	0.4	(0.8)	(0.4)	0.2	0.2	2.7	(14.5)%
Total Group	105.3	12.1	(13.5)	(1.4)	-	5.3	109.2	(1.3)%

Table 3. Reconciliation of closing FUM
	Wealth Management FUMA	Asset Management FUMA (Gross)	Intra-group FUMA1	Asset Management FUMA (Net)1	Total Group FUMA
Year ended 31 December 2025	£bn	£bn	£bn	£bn	£bn
Rathbones Investment Management	97.1	-	-	-	97.1
Bespoke portfolios	90.1	-	-	-	90.1
Managed via in-house funds	7.0	-	-	-	7.0
Multi-Asset funds	-	9.4	(6.2)	3.2	3.2
Rathbones Discretionary & Managed	97.1	9.4	(6.2)	3.2	100.3
Non-discretionary service	1.7	-	-	-	1.7
Single-Strategy funds	-	7.2	(1.0)	6.2	6.2
Execution Only	7.4	-	-	-	7.4
Total	106.2	16.6	(7.2)	9.4	115.6
1.  FUMA of the Asset Management segment excludes £7.2bn of assets at 31 December 2025 which are managed by the segment but relate to propositions of the Wealth Management segment. This FUMA is reported within the Wealth Management segment.

Wealth Management

Wealth Management income is primarily driven by income margins earned from FUMA. Income margins are expressed as a basis point return, which depends on a mix of tiered annual fee rates and commissions charged for transactions undertaken on behalf of clients. Fee and commission income margins are calculated as annual income divided by the gross average FUMA of the segment.

Funds under management and administration

Year-on-year changes in the key performance indicators and other metrics for Wealth Management are shown in table 4. Total Wealth Management FUMA increased by 6.9% to £106.2 billion as at 31 December 2025. This has been driven by market movements which were positive for the year overall and more than offset the 0.8% negative net flows position reported for the segment for 2025.

While the overall net flows position was negative, this represented an improvement relative to the prior year net outflow position of 1.1%. Table 5 reconciles the movement in Wealth Management FUMA during the year.

Gross inflows remained strong in 2025 at 9.5% of opening FUMA. The Wealth Management segment continued to broadly maintain levels of new business despite the focus of IW&I investment teams on the final stages of the IW&I integration process and the migration of IW&I clients onto the Rathbones operating platform. This particularly affected the first half of the year, with gross inflows increasing during the second half of the year by £0.7 billion relative to the first half. Gross outflows improved by £0.5 billion (4.7%) relative to the prior year but remained elevated at 10.3% of opening FUMA, being higher during the second half of the year, particularly prior to the UK Autumn Budget. Despite the increase in gross outflows ahead of the UK Budget, net outflows for the final quarter of the year were the lowest quarter of the year at £64 million, representing 7.7% of the total net outflows for the year of £830 million.

We continue to see positive net inflows in respect of those clients who receive financial planning services in addition to investment management services. Net inflows linked to internal financial planning advisors were £0.3 billion during 2025. We continue to pursue our objective of increasing the proportion of our client base who utilise our financial planning service.

We continue to respond to changes in the external financial advisor market, which include continuing consolidation of IFA firms and increased appetite for different investment solutions. The launch of the Core MPS service during 2025 is an important step to ensuring the breadth of our investment solutions remain competitive in this channel.

Table 4. Wealth Management - Key performance indicators and other metrics
	2025	2024
FUMA at 31 December1	£106.2bn	£99.3bn
Rate of total net growth (net flows) in Wealth Management funds under management and administration2	(0.8%)	(1.1%)
Revenue margin3 (bps)	68.1	67.5
Number of Investment Management clients4	119,100	114,700
Number of investment managers5	631	630
1.  FUMA disclosed on a gross basis (inclusive of intra-group FUMA). 2.  See table 5 (percentages calculated on unrounded figures) 3.  Revenue margin based on fee and commission income, expressed in 'basis points' (bps). See table 8 4.  The increase in the period is driven by an alignment of the methodology for calculating this number following the migration of IW&I onto Rathbones core systems. 5.  The method of calculating the number of investment managers was revised in 2025 following changes in the organisation which resulted in an alignment of methodologies. The number of investment managers  in 2024 have been restated.

Table 5. Wealth Management - Funds under management and administration
Year ended 31 December	2025 £bn	2024 £bn
As at 1 January	99.3	96.1
Inflows	9.4	9.7
Outflows	(10.2)	(10.7)
IW&I Migrated assets	(0.3)	-
Market movement, investment performance and transfers	8.0	4.2
As at 31 December	106.2	99.3
Rate of total net growth	(0.8)%	(1.1)%

Turnover of Investment Managers has remained low during 2025. Outflows linked to Investment Managers who left IW&I prior to the announcement of the combination have continued to decline over the year and reached negligible levels by the end of the year.

The net amount shown of £0.3 billion relating to IW&I migrated assets shown in table 5 comprise FUMA of the IW&I business that does not qualify for disclosure within the Rathbones Group.

Financial performance

Underlying profit before tax for the Wealth Management segment increased by 2.3% in the year to £206.9 million. This represents an underlying operating margin of 24.7% (2024: 24.8%).

Net investment management fee income increased by £9.5 million (1.7%) in 2025. This reflects higher levels of FUMA during the year which has been driven by market growth and has offset the impact of net outflows of FUMA noted above.

Whilst headline FUMA has increased by 6.9% during the year overall, the average FUMA at the key quarterly billing dates is only 2.4% higher than the prior year. This reflects the fall in asset values at the end of the first quarter following the announcement of widespread tariffs by the US government. The resulting low point in the value of portfolios coincided with the first quarterly billing of investment management fees of the year on 31 March and 4 April 2025 which had a significant adverse impact on fee income prior to the market recovery which followed.

Transaction based commission increased by 3.9% to £95.4 million (2024: £91.8 million). Transaction activity remained buoyant during the year, elevated by investment opportunities following the fall in asset values at the end of the first quarter and subsequent recovery, along with heightened activity ahead of the UK Autumn Budget.

Net interest income increased by £22.5 million. Net interest income needs to be considered in conjunction with Other income, as prior to the IW&I migration, the income generated from IW&I client money deposits was reported within Other income. The net increase across these two income streams is £6.9 million. This overall increase is primarily driven by £6.0 million of synergy benefit resulting from the higher net interest margin that is generated under the Group's banking model relative to the client money model which IW&I operated under prior to the migration of IW&I clients onto the Rathbones platform. The reductions in the UK base rate that arose during the year had a relatively modest impact on the net interest margin, as we were able to maintain the margin on deposits, which is the largest element of the segment's liquidity. In addition, the full effect of base rate reductions does not fully arise immediately as a result of our treasury investments.

Fees from advisory services increased by 6.8% to £58.2 million as we continue to use our financial planning capability to increase the number of new and existing clients who receive financial planning services.

Table 6. Wealth Management - Financial performance
	2025	2024
	£m	£m
Net investment management fee income1	584.6	575.1
Net commission income	95.4	91.8
Net interest income	84.8	62.3
Fees from advisory services2	58.2	54.5
Other income	14.9	30.5
Operating income	837.9	814.2
Underlying operating expenses3	(631.0)	(612.0)
Underlying profit before tax	206.9	202.2
Underlying operating margin	24.7%	24.8%
1.  Net investment management fee income is stated after deducting fees and commission expenses paid to introducers 2.  Fees from advisory services includes income from trust, tax and financial planning services 3.  See table 9

Table 7. Wealth Management - Average funds under management and administration
	2025	2024
	£bn	£bn
-  Q1	94.5	95.9
-  Q2	99.4	98.7
-  Q3	103.1	99.2
-  Q4	106.2	99.6
Quarterly average2	100.8	98.4
1.  Current and prior year FUMA disclosed on a gross basis (Inclusive of intra-group FUMA). Previously this table was presented on the basis of net FUMA in the Annual Report & Accounts 2.  Quarterly average FUMA

Underlying operating expenses increased by 3.1% to £631.0 million despite the increased benefit of synergy delivery during the year. The increase in synergies reduced operating costs by £23.9 million relative to the prior year but this was offset by other factors with the key elements being:

-  Salary and general cost inflation

-  The rise in employer's NIC and FSCS levies

-  Higher variable staff costs linked to higher income levels

-  Non-recurring costs incurred in the year, which include those relating to executive changes. 

The integration of IW&I during 2025 has resulted in a movement in the individual operating expense line items shown in table 9. During 2024, prior to integration, IW&I was not making significant use of group shared services and was maintaining the cost of IW&I-specific enablement functions. Post integration in 2025 these functions all now form part of the shared service functions which explains the reduction in total staff costs and increase in other operating expenses (which includes the cost of shared services).

Table 8. Wealth Management - Revenue margin
	2025	2024
	bps	bps
Basis point return1 from:
-  fee income	58.6	58.5
-  commission	9.5	9.0
Basis point return on FUMA	68.1	67.5
1.  Fee or commission income, divided by the average gross funds under management and administration on the quarterly billing dates (see table 7)

Table 9. Wealth Management - Underlying operating expenses
	2025	2024
	£m	£m
Staff costs
-  fixed	219.1	233.9
-  variable	117.7	129.5
Total staff costs	336.8	363.4
Other operating expenses	294.2	248.6
Underlying operating expenses	631.0	612.0
Underlying cost/income ratio1	75.3%	75.2%
1.  Underlying operating expenses as a percentage of operating income (see table 6)

Asset Management

The financial performance of the Asset Management segment is principally driven by the value of funds under management (FUM). Year-on-year changes in the key performance indicators and other metrics for Asset Management are shown in table 10. The FUM stated represents the value of assets managed by the segment gross of intragroup assets, being those relating to services of the Wealth Management segment which utilise the funds managed by the Asset Management segment.

Table  10. Asset Management - Key performance indicators and other metrics
	2025	2024
FUM at 31 December1	£16.6bn	£15.8bn
Rate of net growth in Asset Management FUM1	(4.4%)	4.3%
Underlying profit before tax2	£31.2m	£25.4m
1.  See table 12 2.  See table 14

Table 11. Asset Management - Funds under management by product
	2025	2024
	£bn	£bn
Rathbone Multi-Asset Portfolios	7.6	6.9
Rathbone Global Opportunities Fund	3.8	4.1
Rathbone Ethical Bond Fund	1.9	2.0
Other funds	3.3	2.8
	16.6	15.8

Funds under management

Overall FUM in the Asset Management segment grew by 5.1% to a record level of £16.6 billion at the end of 2025. This was driven by rising investment markets but was partially offset by the continuing challenging environment for net flows.

The Asset Management segment reported net outflows of £0.7 billion (2024: net inflows £0.6 billion) for the year which equates to a negative rate of growth of 4.4% (2024: growth of 4.3%). Conditions remained tough across the broader asset management industry and the position on single strategy fund flows has been particularly challenging with a net outflow of £0.8 billion in 2025 (2024: net outflow of £0.6 billion). Growth in the multi-asset funds was significantly lower than 2024 but still reported a net inflow of £0.2 billion (2024: £1.2 billion). Total net flows for the segment include inflows relating to services of the Wealth Management segment which amounted to £0.6 billion (2024: £1.0 billion). After excluding these intragroup inflows, net outflows were £1.3 billion (2024: net outflows of £0.4 billion).

Gross inflows reduced by 20% to £3.5 billion, which illustrates the more difficult backdrop for growth that continued across the industry. The reduction in inflows was particularly pronounced in the multi-asset funds where flows were down £0.9 billion (31%) relative to 2024. Single strategy gross inflows were materially in line with 2024.

Gross outflows increased by 10.5% to £4.2 billion which was predominately driven by outflows from single strategy funds of £2.3 billion (2024: £1.9 billion). Multi-asset outflows were broadly in line with 2024.

During the year we continued to see the benefits of having a diverse range of fund offerings and the use of these funds as investment solutions to support the Wealth Management segment. The flows generated from the Wealth Management segment includes the Core MPS range which launched in 2025 and which we expect to be an area of growth for the Group. The business also launched the Asia excluding Japan fund and the Charity Growth & Income Fund (CAIF) during the year. Whilst these new funds report modest inflows in their early stages, they represent important enhancements to the breadth of our overall asset management offering.

Performance has been more challenging during 2025 and table 13 shows quartile performance for the main single strategy funds. The Ethical Bond fund continues to perform well and is in the top quartile over both one and three years. Both the Ethical Bond and Global Opportunities fund remain top quartile since launch. The aggregate performance across all funds in 2025 was 0.8% above benchmark and an annualised 1.3% above benchmark over the last three years.

Table 12. Asset Management - Funds under management
Year ended 31 December	2025 £bn	2024 £bn
As at 1 January	15.8	13.8
Net inflows	(0.7)	0.6
-  inflows1	3.5	4.4
-  outflows1	(4.2)	(3.8)
Market movement,  investment performance and transfers2	1.5	1.4
As at 31 December	16.6	15.8
Rate of net growth	(4.4)%	4.3%
1.  Valued at the date of transfer in or out 2.  Impact of market movements and relative performance

Table 13. Asset Management - Performance1, 2, 4
2025/(2024) Quartile ranking³ over	1 year	3 years	5 years
Rathbone Ethical Bond Fund	1 (1)	1 (2)	2 (2)
Rathbone Global Opportunities Fund	3 (2)	2 (3)	3 (1)
Rathbone Income Fund	2 (4)	3 (3)	2 (3)
Rathbone Strategic Bond Fund	3 (2)	2 (3)	3 (3)
Rathbone UK Opportunities Fund	4 (3)	3 (4)	4 (4)
1.  Quartile ranking data is sourced from FE Trustnet 2.  Excludes multi-asset funds (for which quartile rankings are prohibited by the Investment Association (IA)), High Quality Bond Fund, which has no relevant peer group against which to measure quartile performance, non-publicly marketed funds and segregated mandates 3.  Ranking of institutional share classes at 31 December 2025 and 2024 against other funds in the same IA sector, based on total return performance, net of fees (consistent with investment performance information reported in the funds' monthly factsheets) 4.  Funds included in the above table account for 39% of the total FUM of total FUM of the Asset Management segment.

Financial performance

Asset Management income is primarily derived from annual management charges, which are calculated on a daily basis on the value of FUM in each fund, net of rebates payable to intermediaries.

Net annual management charges increased by 3.9% to £82.5 million during 2025. This reflects the rise in average FUM over the year. However, there was a further 1.4bps reduction in the overall fee income yield to 51.8bps as the multi-asset funds, which are lower yielding than single strategy funds, continued to grow as a proportion of overall funds under management. The multi-asset funds now make up 56.6% of total FUM (2024: 53.8%).

Underlying operating expenses decreased by 3.7% to £54.2 million (2024: £56.3 million) during 2025. Total staff costs decreased by £3.7 million as the impact of higher fixed staff costs linked to salary inflation and headcount growth to support new fund launches was offset by a normalisation in the level of variable staff costs following the elevated charge in 2024 which related to the accounting for deferred share awards. Other operating expenses increased by 5.7% reflecting both inflation and costs associated with new fund launches.

Table 14. Asset Management - Financial performance
	2025	2024
	£m	£m
Net annual management charges	82.5	79.4
Interest and other income	2.9	2.3
Operating income	85.4	81.7
Underlying operating expenses1	(54.2)	(56.3)
Underlying profit before tax	31.2	25.4
Operating % margin2	36.5%	31.1%
1.  See table 15 2.  Underlying profit before tax divided by operating income

Table 15. Asset Management - Underlying operating expenses
	2025	2024
	£m	£m
Staff costs
-  Fixed	9.9	7.9
-  Variable	14.8	20.5
Total staff costs	24.7	28.4
Other operating expenses	29.5	27.9
Underlying operating expenses	54.2	56.3
Underlying cost/income ratio1	63.5%	68.9%
1.  Underlying operating expenses as a percentage of operating income (see table 14)

Financial position

Summary of financial positions

As a banking group, Rathbones is required to operate in accordance with the requirements relating to capital resources and banking exposures prescribed by the Capital Requirements Regulation, as applied in the UK by the Prudential Regulation Authority (PRA). The Group is required to ensure it maintains adequate capital resources to meet its combined Pillar 1 and Pillar 2 requirements.

Table 16. Group's financial position
	2025	2024
	£m (unless stated)	£m (unless stated)
Own funds1
-  Common Equity Tier 1 ratio2	18.0%	19.0%
-  Total own funds ratio3	19.4%	20.6%
-  Total retained earnings	578.5	279.8
-  Tier 2 subordinated loan notes4	39.9	39.9
-  Total risk exposure amount	2,778.3	2,521.9
-  Leverage ratio5	17.3%	21.1%
Other resources:
-  Total assets	5,217.2	4,290.1
-  Treasury assets6	3,633.0	2,737.4
-  Investment Management loan book	145.1	76.0
-  Intangible assets from acquired growth7	436.9	468.5
-  Tangible assets and software8	54.7	62.5
Liabilities:
-  Due to customers9	3,284.4	2,352.1
-  Net defined benefit pension asset	0.6	0.5
1.  Stated inclusive of the retained profit for the year ended 31 December 2025 which became verified profit on 25 February 2026, but prior to taking into account the proposed final dividend relating to 2025. 2.  Common Equity Tier 1 capital as a proportion of total risk exposure amount 3.  Total own funds (see table 17) as a proportion of total risk exposure amount 4.  Represents the carrying value of the Tier 2 loan notes 5.  Tier 1 capital as a percentage of total assets, excluding intangible assets, plus certain off-balance-sheet exposures 6.  Balances with central banks, loans and advances to banks and investment securities 7.  Net book value of acquired client relationships and goodwill (note 7) 8.  Net book value of property, plant and equipment and computer software 9.  Total amounts of cash in client portfolios held by Rathbones Investment Management as a bank

The Group's Pillar 3 disclosures are published annually on our website (rathbones.com/investor-relations/results-and-presentations) and provide further details about regulatory capital resources and requirements. The Group's key financial positions are set out in table 16.

The Group's CET1 and total capital ratios decreased year on year, reflecting both an increase in the Pillar 1 capital requirement (see table 18) and the return of surplus capital to shareholders up to 31 December 2025 relating to the share buyback. The increase in the requirement was driven by the migration of IW&I clients to Rathbones Investment Management Limited (RIM) from April 2025. Client deposits, which were previously held off balance sheet by IW&I under CASS requirements, became on‑balance sheet banking deposits and were subsequently invested in accordance with the RIM treasury mandate. This change resulted in a higher Pillar 1 credit risk charge.

The share premium reduction completed in July 2025 increased retained earnings but was neutral from a regulatory capital perspective. In addition, the Group launched a £50 million share buyback programme in September 2025, under which £36.2 million of shares had been repurchased in the market by year end. The resulting reduction in share capital was largely offset by lower CET1 regulatory deductions.  

The leverage ratio was 17.3% at 31 December 2025, reduced from 21.1% at 31 December 2024. The leverage ratio represents our Tier 1 capital (own funds) as a percentage of the Group's total assets (i.e. the 'exposure measure'), excluding central bank exposure and intangible assets. Whilst total assets and Tier 1 capital increased in the year due to the IW&I client migration, assets excluded from the exposure measure (central bank exposure and regulatory deductions) represented a lower proportion of the balance sheet. This resulted in a decrease to the leverage ratio.

At 31 December 2025, neither RIM nor the Group was subject to a minimum leverage ratio requirement.

Capital management

The Group continues to maintain a robust capital base, with a surplus of capital above the regulatory minimum of £197.5 million at 31 December 2025 (including retained profit for the year ended 31 December 2025 which became verified profit on 26 February 2026, but prior to reflecting the proposed final dividend relating to 2025 of £70.1 million).

The Group successfully completed its £50 million share buyback programme in February 2026. As we continue to apply our capital allocation framework, we have announced an extension of £20 million to the buyback programme, subject to regulatory approval. The Board will continue to review the Group's capital position to inform future capital allocation decisions, taking into account regulatory requirements and strategic priorities.

Capital resources

At 31 December 2025, the Group's regulatory own funds (including retained profit for the year ended 31 December 2025 which became verified profit on 26 February 2026) were £539.3 million (2024: £520.2 million). This figure is prior to taking into account the proposed final dividend relating to 2025. Own funds consisted of both Common Equity Tier 1 and Tier 2 capital (see table 17).

Table 17. Group's regulatory own funds1
	2025	2024
	£m	£m
Share capital and share premium2	12.3	323.3
Reserves	1,402.9	1,104.2
Less:
Own shares	(63.3)	(68.1)
Intangible assets3	(852.0)	(878.7)
Retirement benefit asset4	(0.6)	(0.5)
Common Equity Tier 1 own funds	499.3	480.2
Tier 2 own funds	40.0	40.0
Total own funds	539.3	520.2
1.  Stated inclusive of the retained profit for the year ended 31 December 2025 which became verified profit on 26 February 2026, but prior to taking into account the proposed final dividend relating to 2025. 2.  Following Court approval, on 11 June 2025, £317,824,953 of the company's share premium account was cancelled and converted to distributable retained earnings to allow for more efficient management of shareholdersʼ capital. The cancellation had no net impact on the company's total equity. 3.  Net book value of goodwill, client relationship intangible assets and software is deducted directly from own funds, less any related  deferred tax 4.  The retirement benefit asset is deducted directly from own funds

The Tier 2 eligible own funds equate to £40.0 million of ten-year subordinated loan notes, which were issued in October 2021 and have a carrying value of £39.9 million. The notes introduced a small amount of gearing into our balance sheet as a way of financing future growth in a cost-effective and capital-efficient manner. They are repayable in October 2031, with a call option for the issuer annually from 2026. Interest is payable at a fixed rate of 5.6% per annum until the first option call date, and at a rate of 4.9% over Compound Daily SONIA thereafter.

When taking the capital requirement into account, the resulting capital surplus at the end of 2025 of £197.5 million represents a decrease of £9.7 million relative to the surplus of £207.2 million as at
31 December 2024.

Capital requirement

The Group's own funds requirement (see table 18) is the combined total of both the Group's Pillar 1 and Pillar 2 requirement. The Pillar 2 requirement consists of both the Pillar 2A, set by the PRA, and the combined regulatory buffer requirement.

Table 18. Group's own funds requirements
	2025	2024
	£m	£m
Credit risk requirement	89.2	75.2
Market risk requirement	-	-
Operational risk requirement	133.1	126.6
Pillar 1 own funds requirement	222.3	201.8
Pillar 2A own funds requirement	0.6	0.6
Total Capital Requirement (TCR)	222.9	202.4
Combined buffer:
Capital Conservation Buffer (CCB)	69.5	63.0
Countercyclical Capital Buffer (CCyB)	49.5	47.6
Total Capital Requirement (TCR) and Combined buffer	341.8	313.0

Pillar 1 own funds requirement

Pillar 1 determines a total risk exposure amount (also known as 'risk-weighted assets') for the Group, taking into account expected losses in respect of the Group's exposure to credit, counterparty credit, market and operational risks. The combined exposure amount equates to the minimum requirement for the amount of capital the Group must hold.

The increase in credit risk to £89.2 million in 2025 was driven by the migration of IW&I clients to RIM from April 2025, whereby IW&I's client money balances previously held off balance sheet under CASS requirements were recognised as on‑balance sheet banking deposits and invested in line with the existing RIM treasury mandate.

At 31 December 2025, the Group's total risk exposure amount was £2,778.3 million (2024: £2,521.9 million). This increase was also migration driven.

Pillar 2A own funds requirement

The Pillar 2 requirement supplements the Pillar 1 minimum requirement with firm-specific Pillar 2A requirements and a framework of regulatory capital buffers.

The Pillar 2A own funds requirement is set by the PRA as part of its supervisory review process and the calculation of it remains confidential to the PRA. The requirement reflects those risks that are specific to the firm that are not fully captured under the Pillar 1 own funds requirement. The Group-specific risks that are reflected in the Pillar 2A requirement are set out overleaf:

Interest rate risk in the banking book

The Group operates on a non-trading book basis, whereby all assets held are with the intent of holding to maturity. Assets are not actively traded in secondary markets for speculative purposes. The resulting interest rate risk represents losses that could arise for a 2% parallel shift in the Bank of England base rate. The exposure would measure the time to reprice interest bearing assets and liabilities.

Concentration risk

Greater potential exposure as a result of the concentration of borrowers located in the UK relative to other overseas jurisdictions.

Combined buffer requirement

The Group is also required to maintain two regulatory capital buffers, both of which must be met with CET1 capital.

The capital conservation buffer (CCB) is a general buffer, designed to provide for losses in the event of a stress, and is set by the PRA. The CCB is set at 2.5% of the Group's total risk exposure amount as at 31 December 2025.

The countercyclical capital buffer (CCyB) reflects the credit conditions and overall health of the financial system in a particular jurisdiction. The firm specific CCyB reflects the weighted average of rates for relevant credit exposures. For relevant UK credit risk exposures, the percentage rate that applies is set by the Financial Policy Committee (FPC) of the Bank of England. For other jurisdictions where the Group has exposures, the percentage rate applicable to each jurisdiction is applied and set by their respective prudential policy makers.

The percentage buffer rate for UK exposures is currently 2.0%. The Group has relevant credit exposures in other jurisdictions where a different rate applies, resulting in a weighted rate of 1.78% as at 31 December 2025.

Capital and liquidity monitoring

As required under PRA rules, we perform an Internal Capital Adequacy Assessment Process (ICAAP) and Internal Liquidity Adequacy Assessment Process (ILAAP) annually for the consolidated Group. Both processes include performing a range of stress tests to determine the appropriate level of regulatory capital and liquidity that the Group should hold above the regulatory minimum.

In addition, we monitor a wide range of capital and liquidity ratio statistics on a daily and monthly basis. Surplus capital levels are forecast monthly, taking account of anticipated dividend and investment requirements, to ensure that appropriate buffers are maintained. Investment of proprietary funds is controlled by our Group treasury department.

We routinely horizon scan across the regulatory landscape to ensure we maintain our compliance with future changes in prudential requirements. Our preparations for the incoming Basel 3.1 regime and the accompanying Small Domestic Deposit Takers (SDDT) regime are progressing and are a key focus for the Group.

Total assets

Total assets at 31 December 2025 were £5.2 billion (2024: £4.3 billion), of which £3.3 billion (2024: £2.4 billion) represents the cash element of client portfolios that is held as a banking deposit.

RIM treasury assets

As a licensed deposit taker, Rathbones Investment Management Limited (RIM) holds the Group's surplus liquidity on its balance sheet together with clients' cash. Cash in client portfolios held on a banking basis of £3.3 billion (2024: £2.4 billion) represented 3.2% of total Investment Management funds under management and administration at 31 December 2025 which is consistent with the prior year (2024: 3.2%). Cash held in client money accounts was £6.5 million (2024: £27.6 million), this decrease is due a lower proportion of client settlements transactions outstanding in the market over the year end. These balances are held off balance sheet in accordance with the Client Money Rules of the FCA.

The value of treasury assets held with the Bank of England increased to £1.5 billion (2024: £1.2 billion), as did investment in marketable securities. The increases were driven by the migration of IW&I clients to RIM with funds invested in accordance with our treasury policy and risk appetite.

The Group's treasury department, reporting through the Group's Banking Committee to the Board, operates in accordance with procedures set out in a Board-approved treasury manual and monitors exposure to market, credit and liquidity risk. It invests in certain securities issued by a diversified range of highly-rated counterparties. These counterparties must be single 'A' rated or higher by Fitch at the time of investment and are subject to regular review by the Banking Committee.

IW&I client migration

On migration, IW&I client deposits held off-balance sheet under CASS rules transferred to RIM. These deposits have since been held by RIM, on-balance sheet on a banking basis and managed by the Group treasury department in line with existing Board-approved limits, as set out in the treasury manual.

Loans to clients

Loans are provided as a service to Wealth Management clients who have short- to medium-term cash requirements. Such loans are normally made on a fully secured basis against portfolios held in our nominee, with a requirement that the value of the loan is covered two times by the value of the secured portfolio. Loans are usually advanced under five year facilities. Alternatively, charges may be taken on property held by the client to meet security cover requirements, which applies in a small number of cases.

Our ability to provide such loans is a valuable additional service to clients who require short- to medium-term finance, typically for bridging finance when buying and selling their homes.

Loans advanced to clients increased to £146.8 million at end of 2025 (2024: £76.0 million), which was driven by the novation of £61.1 million of loans from Investec Bank to RIM for former IW&I clients.

Intangible assets

Intangible assets arise principally from business combinations and are categorised as goodwill and client relationships. Intangible assets reported on the balance sheet also include purchased and developed software.

At 31 December 2025, the total carrying value of goodwill and client relationship intangible assets was £941.8 million (2024: £973.4  million). During the year, client relationship intangible assets of £13.6 million were capitalised (2024: £11.6 million). A total of £3.8 million of client relationship intangible assets were disposed of in the year, relating to cessations of individual relationships.

Client relationship intangible assets are amortised over the estimated life of the client relationship, which is generally a period between 10 and 15 years. The total amortisation charge for client relationships in 2025, including the impact of any lost relationships, was £41.4 million (2024: £42.2 million).

Capital expenditure

Capital expenditure during 2025 amounted to £4.8 million (2024: £48.7 million).

Capital expenditure in 2025 has returned to normal levels following the elevated costs in 2024 driven by the enlarged Group's property strategy.

Defined benefit pension schemes

We operate two defined benefit pension schemes. With effect from 30 June 2017, we closed both schemes, ceasing all future benefit accrual and breaking the link to salary.

At 31 December 2025 the combined schemes' liabilities, measured on an accounting basis, had increased to £88.6 million, up 0.8% from £87.9 million at the end of 2024. This increase primarily reflects changes in financial and demographic assumptions.

On 9 April 2024 both schemes invested in a bulk annuity policy to match their liabilities as part of a 'buy-in' process. The Schemes' assets are now therefore almost entirely invested in bulk policies, with some residual funds in the Schemes' bank accounts or cash deposits. The reported position of the schemes as at 31 December 2025 was a surplus of £0.6 million (2024: surplus of £0.5 million).

Liquidity and cash flow

As a bank, the RIM and the Group are subject to the PRA's ILAAP regime, which requires a suitable liquid assets buffer to be held to ensure that short-term liquidity requirements can be met under certain stressed scenarios. Liquidity risks are actively managed on a daily basis and depend on operational and investment transaction activity.

Cash and balances at central banks amounted to £1.5 billion at 31 December 2025 (2024: £1.2 billion). We continue to hold a substantial portion of the Group's overall liquidity with central banks. The increase during the year is predominately driven by the migration of IW&I client balances .

Cash and cash equivalents, as defined by accounting standards, includes cash, money market funds and banking deposits, which had an original maturity of less than three months. Consequently, cash flows, as reported in the financial statements, include the impact of capital flows in treasury assets.

Net cash inflows from operating activities in the year largely reflect a £937.0 million increase in banking client deposits (2024: £90.2 million decrease) and a £154.6 million increase in interest received (2024: £147.6 million). Loans and advances to customers increased by  £72.3 million in the year (2024: decrease of £21.8 million) predominately due to the novation of loans from Investec Bank. These movements reflect the effect of the migration of IW&I clients and assets onto the Rathbones banking model.

Table 19. Extracts from the Consolidated Statement of Cashflows
	2025	2024
	£m	£m
Cash and cash equivalents at the end of the year	1,768.7	1,459.2
Net cash inflows from operating activities	1,066.2	293.6
Net change in cash and cash equivalents	309.5	156.3

Cash used in investing activities included a net outflow of £589.1 million from the purchase of certificates of deposit (2024: net inflow of £18.6 million), as we utilised the balances transferred as a result of the IW&I client migration to maintain our proportion of treasury assets held in marketable instruments. All investment decisions were made under the existing low risk appetite framework set by the RIM Banking Committee.

The other significant non-operating cash flows during the year were as follows:

-  outflows relating to the payment of dividends of £98.4 million (2024: £56.9 million)

-  outflows relating to payments to acquire intangible assets of £4.1 million (2024: £9.7 million), which includes payments in respect of awards made to recently recruited investment managers in relation to the delivery of new business growth, along with the development of client software applications

-  outflows of £4.8 million relating to capital expenditure on tangible property, plant and equipment (2024: £46.9 million).

Risk management and control

Our approach to risk management is fundamental to supporting the delivery of our strategic objectives. Our risk governance and risk processes are designed to enable the firm to manage risk effectively in accordance with our risk appetite and to support the long-term future of the firm.

Managing risk

The Board has overall responsibility for risk management across the Group, regularly assessing the most significant risks and emerging threats to the Group's strategy. The Board delegates oversight of risk management activities to the Group Risk and Audit Committees. Our risk governance and risk management framework supports the Chief Executive and executive committee members with their day-to-day responsibility for managing risk.

Risk culture

The risk culture embedded across the Group enhances the effectiveness of risk management and decision-making. The Board promotes a strong risk culture, reinforced by our executive and senior management team, which encourages appropriate behaviours and collaboration on managing risk across the Group.

Risk management is an integral part of everyone's day-to-day responsibilities and activities; it is linked to performance and development, as well as to the Group's remuneration and reward schemes. We aim to create an open and transparent working environment, encouraging employees to engage positively in risk management in support of the achievement of our strategic objectives.

Risk governance and three lines of defence We operate a three lines of defence model to support risk governance and risk management across the Group.
	Board Sets strategy and risk appetite across the Group, and is ultimately accountable for risk management.			Audit Committee Monitors and reviews the effectiveness of internal controls with oversight of the internal audit function in line with the Group's risk profile on behalf of the Board. It also oversees the appointment and relationship with the external auditor.			Group Risk Committee Oversees effectiveness of the risk management framework and activity across the Group. Advises the Board on risk appetite, risk assessment, risk profile and risk culture.			Executive Committee Executive Risk Committee Banking Committee Executive committees with responsibility for management of risk and internal control across the Group.

Business areas and lines of defence
	1		2		3
	First line of defence Senior management Business operations and control functions		Second line of defence Risk, compliance and financial crime functions		Third line of defence Internal audit
	Responsibility Managing risk in line with risk appetite by developing and maintaining an effective system of risk management and internal control.		Responsibility Managing the risk management framework and the independent monitoring, oversight and challenge of first line risk management activity.		Responsibility Providing independent assurance to senior management on the effectiveness of governance, risk management and internal control.

Risk management framework (RMF) overview

Our RMF provides the foundation for identifying, evaluating, managing and reporting risk and continually improving the effectiveness of risk management throughout the firm.

Risk appetite

The Board approves the firm's risk appetite statement and framework at least annually to ensure it remains consistent with our strategic objectives and prudential responsibilities.

Specific appetite statements and measures are set for each principle risk. The risk appetite framework supports strategic decision-making as well as providing a mechanism to monitor our risk exposures. Regular assessments are reported to the Executive Risk Committee, Group Risk Committee and the Board.

The Group's risk appetite is purposefully differentiated across business, financial and non‑financial risk categories, reflecting a willingness to accept proportionate levels of business and financial risk where this supports strategic growth objectives, while maintaining a very low to no appetite for conduct, regulatory and operational risks that could undermine client outcomes, resilience or the delivery of the Group's strategy. In light of current economic conditions and the evolving regulatory landscape within the sector, the Board maintains a low overall risk appetite in line with our strategy.

Following the integration of IW&I, an assessment of metric thresholds and time horizons was completed. No material changes to risk appetite measures are proposed until the new organisational design is fully embedded.

Risk categories			Risk appetite statement		Strategic alignment
	Business and strategic risk		Business and strategic risks will be identified and actively managed to protect the ability to deliver sustainable growth. Change initiatives will be orientated towards longer-term client, stakeholder and societal expectations.		Business resilience Supporting and delivering growth
	Financial risk		Financial risks will be actively managed to preserve the Group's overall resilience. Credit and market risk exposures will be managed to Board approved instruments and limits in order to protect company assets and maintain prudent levels of liquidity and regulatory own funds. The Group will also continually monitor and respond to risks arising from its pension scheme obligations.		Financial resilience Supporting and delivering growth
	Non-financial risk (conduct and operational)		Conduct and regulatory risks associated with our business are recognised; however, we have no appetite for intentionally inappropriate behaviour or action by any entity within the Group or employees that could have a detrimental impact on clients, key stakeholders and our reputation. Operational risks and losses can arise from inadequate or failed internal processes, people or systems, or from external events. We have an extremely low appetite for losses and no appetite for systemic or materially high risk events that could affect the operational resilience of important business services.		Regulatory and operational resilience Enriching the client and advisor proposition and experience Inspiring our people Operating more efficiently

Risk management process

Our risk management framework is a defined approach to identify, assess and respond to risks that could affect delivery of strategic objectives and annual business plans. The Board, executive and senior management are actively involved in this process.

Risks are identified within a three-tier hierarchy, with the highest level containing business and strategic, financial, conduct and operational risks. Risks are assessed on an inherent and residual basis across a three-year period according to several impact criteria, which include consideration of the internal control environment and other mitigants

To reflect the enlarged scale of the business following the integration of IW&I, the impact assessment thresholds were expanded to give a better perspective of materiality.

External emerging risks and threats

Emerging risks, including legislative and regulatory change, which have the potential to impact the Group and delivery of our strategic objectives, are monitored through our watch list.

During the year, the executive committee continued to recognise and respond to a number of emerging risks and threats to the financial services sector as a whole and to our business.

Our view for 2026 is that we can reasonably expect current market conditions and uncertainties to remain, given the wide range of global economic and political scenarios which could emerge.

	Near term
	Global political tensions Global geopolitical risk levels have risen sharply towards the end of 2025 and remain a threat to financial stability. Volatility in US foreign and economic policies has emerged as a primary source of global instability seen in tariff retaliations and military operations. War between Russia and Ukraine persists and instability continues in the Middle East. Uncertainty and market volatility is expected to continue in the near term.		UK and global economic challenges Rathbones view is that the global economy remains resilient. Indicators point to modest but improving growth in the US however it may slow early in 2026 as tariffs push inflation higher. The eurozone shows clear improvement, powered by pent-up demand, fiscal support, and deregulation. China's slowdown persists, with property market stress still evident. In the UK, headline inflation has peaked, and we expect it to fall further. The US faces underlying rates closer to 3%. Tariffs and wage pressures are contributing to this persistence but are likely to fade in the second half of the year. In contrast, eurozone inflation is back near the European Central Bank's 2% target, with few signs of renewed upward pressure.		Cyber threats The sophistication and velocity of cyber attacks will pose a high-level threat in 2026. Notable cyber attacks in 2025 highlighted supply chain vulnerabilities and caused operational disruption. Attackers are using automation and AI to accelerate attack cycles. AI-driven deepfakes and social engineering campaigns are reaching unprecedented realism. Rathbones is committed to ensuring we remain resilient to cyber threats. Artificial Intelligence Artificial Intelligence (AI) in the wealth sector presents significant opportunities, but it also introduces material risks. Key concerns include potential data privacy and security vulnerabilities particularly if deployed on client information. With increased adoption comes the need to enhance control and oversight of its use.
	Medium term
	Changing regulatory expectations The wealth management sector faces a dynamic regulatory environment with continuing emphasis on Consumer Duty, client outcomes, financial crime. Rathbones is committed to investing in strong governance frameworks, scaled compliance capabilities, and proactive adaptation to evolving regulatory good practice.		Climate change transition risk Climate related shocks are becoming a more important macro factor and will contribute to volatility in growth and inflation. Climate and environmental risk is a key focus as we move towards achieving net zero emissions by 2050 or sooner. Alongside reviewing our governance structures, we will continue to integrate data, develop metrics and increase disclosures in our client reporting.		New entrants to the market and digital innovation The wealth management sector is attracting an influx of new entrants. Fintech firms and digital-first platforms are leveraging advanced analytics and AI to deliver personalised, cost-efficient solutions, challenging traditional models and intensifying competition. This trend underscores the need for established firms to accelerate digital transformation to maintain market relevance and capture emerging growth opportunities.
	Longer term
	Generational wealth change The UK faces the largest intergenerational wealth transfer in its history. Over 45s and especially the post-war ʻbaby boomersʼ retain a significant portion of the UK wealth in the form of property and pensions. This wealth will begin to transfer to younger beneficiaries over the next 30 years. Generational differences could drive changes in behaviours and appetite towards investments as well as wealth management providers.		Social care financing Accessibility and inequality in the adult social care sector has been a topic of concern for some time and it continues to be a risk to assets under management, with clients drawing on their investments to pay for their care fees and health care.

Principal risks

Profile and mitigation of principal risks
We continually assess our risk profile against both internal and external risk drivers and invest  in our people, processes and technology to improve risk management.

The Group has seen significant change in 2025 which included the integration with IW&I, significant executive changes and confirmation of strategic priorities. The Group also continues to focus on regulatory priorities including Consumer Duty and Financial Crime. We remain committed to good client outcomes and service, the resilience of our business and wellbeing of our colleagues. We have continued to evolve our Risk Management Framework in this context and we believe our approach continues to be effective.

The Board has identified the principal risks and uncertainties that could affect the Group's ability to deliver its strategic objectives. These risks reflect our ongoing strategic initiatives and transformation programme. They require continuous enhancements to the Group's business model in response to environmental, societal, and regulatory expectations, the evolving cyber threat landscape, operational resilience, the critical importance of our people, and the broader economic and political environment.

Looking ahead to 2026 the Group has refined its risk taxonomy to enhance clarity and reflect emerging priorities.

Preparation for the UK Corporate Governance Code

Rathbones is committed to meeting the enhanced requirements of Provision 29 under the UK Corporate Governance Code. During 2025 we have continued to strengthen our framework for identifying and reporting on material controls, reflecting our focus on our robust risk management and internal control framework. We have implemented a formal control certification process, which has now completed two full reporting cycles. A further run is planned for during 2026 to the Board to support ongoing refinement ahead of mandatory disclosure. This work provides a strong foundation for the Board to make its declaration on the effectiveness of controls. We remain in good standing for full disclosure next year.

2025 overview

The Group's risk profile remains broadly stable. Following the successful integration of IW&I, the standalone risk of Integration will be discontinued in 2026. Advice risk is considered a distinct risk and has been included in this year's report.

In the second half of the year Regulatory Compliance and Legal risk has increased to high risk, reflecting the standards expected of the enlarged Group and the need to keep pace with emerging good practice.

Change and People risk returned to a medium level but remain significant. As in the prior year our other principal risks of  Information Security and Cyber, Third-party Supplier and Processing continue to be medium rated.

Please refer to the trend information in the table below for a more detailed explanation of each risk type.

	Risk and owner		Control environment		Risk profile and trend 2025
	Regulatory, compliance and legal The risk of failure by the Group or a subsidiary to fulfil its regulatory or legal requirements and comply with the introduction of new or updated regulations and laws Risk owner: Group Chief Executive Officer and Chief Risk Officer Risk appetite measures: -  Compliance monitoring review outcomes -  Regulatory review outcomes -  Complaints data		-  Board and executive oversight -  Management oversight and active involvement with our regulators and industry bodies -  Compliance monitoring programme to examine the control of key regulatory risks -  Separate financial crime function with specific responsibility -  Horizon scanning -  Staff accreditation to industry bodies -  Documented policies and procedures -  Employee training and development -  Panel of external legal advisers -  Training and competence framework -  Whistleblowing policy and process.		The projected risk profile was elevated to High in 2025 to recognise the firm's post-integration scale and the embedding regulatory expectations. We are committed to investing in strong governance frameworks, scaled Compliance capabilities and proactive adaptation to evolving regulatory good practice, and see this as a route to supporting good client outcomes.
	Information security and cyber The risk of inappropriate access to, manipulation, or disclosure of client or company-sensitive information Risk owner: Chief Operating Officer Risk appetite measures: -  Number of cyber incidents -  Number of data privacy events -  Cyber external threat landscape rating		-  Board and executive oversight -  Data governance committee -  Information security policy, data protection policy and associated procedures -  Identity and system access controls -  Penetration testing and multi-layer network security -  Training and employee awareness programmes -  Proactive security monitoring and preventative security controls -  Physical security -  Major Incident and crisis management framework -  Business continuity framework -  IT controls, including system and data backups -  Disaster recovery plans.		This risk remains closely aligned to both technology and third-party supplier risks, reflecting the evolving external threat landscape and the potential operational and strategic impacts for the organisation. We continue to invest in our control environment and resources to improve our security posture and ensure our infrastructure and employees are well positioned against cyber threats.
	Third-party supplier The risk of one or more third-party suppliers failing to provide or perform authorised and/or outsourced services to standards expected by the Group, impacting the ability to deliver core services. This includes intra-group outsourcing activity. Risk owner: Chief Operating Officer and Chief Executive Officer, Rathbones Asset Management Risk appetite measures: -  Supplier chain performance		-  Board and executive oversight -  Third-party supplier and outsourcing framework -  Senior  relationship managers -  Third-party supplier contracts and defined service level agreements/KPIs -  Third-party supplier due diligence and approval process -  Close liaison, contractual reviews and regular service review meetings -  Documented policy and procedures -  Whistleblowing policy and process -  Major Incident and crisis management framework.		Our framework for managing third‑party and outsourcing risk was further embedded in 2025, supported by policy updates and enhanced controls. We introduced a technology solution to support due diligence, contract oversight, and resilience mapping. We do however, recognise as the Group has grown post IW&I integration, there is a heightened risk exposure from external threats to third-party suppliers and resilience expectations for our important business services to clients.
	Change The risk that the change portfolio does not support delivery of the Group's strategy Risk owner: Chief Operating Officer Risk appetite measures: -  Priority programmes rated red -  Programme overspend		-  Board and executive oversight of material change programmes -  Differentiated governance approach to strategic change programmes and business projects -  Dedicated change delivery function and use of internal and, where required, external subject matter experts -  Documented change assurance processes and procedures -  Supplier management oversight -  Planning and budgeting, monitoring of variances and actions to address.		Change risk has moved to a medium rating but is still an area of focus due to the volume of strategic initiatives in transition and the embedding of an updated change methodology. Enhanced key risk metrics have been implemented with clearer tolerances introduced to improve visibility and responsiveness.  These steps aim to maintain robust oversight as change initiatives progress and enable delivery of a single integrated customer relationship management platform.
	People The risk of loss of key employees, lack of skilled resources or inappropriate behaviour or actions. This could lead to lack of capacity or capability threatening the delivery of business objectives, or to behaviour leading to complaints, litigation or regulatory action Risk owner: Chief People Officer Risk appetite measures: -  Regretted leavers -  Turnover ratio -  Employee behaviour		-  Board and executive oversight -  Succession and contingency planning -  Remuneration and reward schemes -  Contractual clauses with restrictive covenants -  Continual investment in employee training and development -  Employee engagement survey -  Talent assessment -  Culture monitoring and reporting -  Conduct risk framework and committee -  Training and competence framework -  Whistleblowing policy and process.		A residual risk remains following the integration of IW&I and the embedding of our new organisational designs. Management action to provide support to our colleagues will continue to be a priority over the next year.
	Investment performance The risk that investment performance fails to meet clients' objectives or expectations Risk owner: Chief Executive Officer Wealth Risk appetite measures: -  Actual performance versus performance benchmark -  Portfolio alignment -  Assessment of fund value rating		-  Board and executive oversight -  Investment policy and governance framework -  Performance versus benchmarking monitoring -  Defined investment strategy and due diligence processes -  Automated portfolio review -  Automated portfolio suitability monitoring -  Exception reporting -  Product and proposition oversight -  Client engagement.		Challenging market conditions are likely to continue in 2026. The position of client portfolios and investment performance are closely monitored.
	Processing risk The risk of loss due to ineffective processes and systems Risk owner: Chief Operating Officer Risk appetite measures: -  Loss amounts over preceding months -  Reportable issues and events		-  Board and executive oversight -  Established process controls and reconciliations -  Segregation of duties -  Policy framework -  Procedures committee -  KRI tracking and monitoring routines -  Control assurance routines -  Compliance Monitoring -  Major Incident and crisis management framework -  Business continuity framework -  IT controls, including system and data backups -  Disaster recovery plans.		As a natural consequence of people risk increasing due to the integration, the potential for process risk remains elevated. Established control routines continue to operate effectively.
	Sustainability The risk that the business model does not respond sufficiently to changing market conditions, including environmental and social factors, such that sustainable growth, market share or profitability are adversely affected Risk owner: Group Chief Executive Officer Risk appetite measures: -  Underlying dividend cover -  Net organic growth rate -  Net organic outflow rate -  Climate targets -  Diversity targets		-  Board, Executive and Responsible Business Committee oversight -  A documented strategy -  Monitoring of strategic risks -  Annual business targets, subject to regular review and challenge -  Regular reviews of pricing structure and client propositions -  Continued investment in the investment process, service standards and marketing -  Regular competitor benchmarking and analysis -  Trade body participation -  ESG factors integrated into the investment process -  Diversity and environmental targets included in risk appetite measures.		While outflows and external economic conditions continue to influence annualised growth and cost management, our sustainability position remains resilient. Clear priorities for 2026 and beyond, combined with disciplined execution, support our confidence in delivering long term value for investors. We are responding to evolving expectations of firms to manage climate and other ESG risks, which remain a key priority of our responsible business agenda. For 2026 the commercial and environment aspects of Sustainability have been separated and two new principal risks have been created for Business Model and ESG & Climate to provide greater granularity.
	Suitability The risk of an unsuitable client outcome either through service, investment mandate, investment decisions taken, investment recommendations made or portfolio or fund construction Risk owner: Chief Executive Officer Wealth Risk appetite measures: -  Timely portfolio reviews -  Timely client reviews -  Quality scores		-  Board, executive and management committee oversight -  Investment governance and structured committee oversight -  Management oversight and segregated quality assurance and performance teams -  Performance measurement information and attribution analysis -  'Know your client' (KYC) suitability processes -  Weekly investment management meetings -  Training and competence framework -  Client suitability reviews -  Investment manager reviews through supervisor sampling -  Compliance monitoring -  Defined investment mandates and tracking -  Exception reporting -  Complaints analysis.		Our approach to managing suitability reflects regulatory expectations under Consumer Duty. Regular review routines, supported by dedicated expertise and strengthened first and second-line controls, remain central to managing suitability risk. Ongoing investment in digital solutions and platform is expected to streamline suitability reviews, improve data quality, and enhance client experience.
	Advice The risk that clients receive inappropriate financial, trust or tax advice Risk owner: Chief Executive Officer Wealth Risk appetite measures: -  Quality Assurance scores		-  Board, executive and management committee oversight -  Investment governance and structured committee oversight -  Management oversight and segregated quality assurance and performance teams -  Advice standards -  Segregated advice oversight -  Training and competence framework -  Compliance monitoring -  Exception reporting -  Complaints analysis.		The integration of the Financial Planning operating model and processes is progressing well, strengthening consistency and control across the business. Transition activities, including data migration and enhanced record-keeping across systems have been completed.

Consolidated Statement of Comprehensive Income

For the year ended 31 December 2025

		2025	2024
	Note	£m	£m
Interest and similar income		159.8	147.8
Interest expense and similar charges		(73.1)	(83.9)
Net interest income		86.7	63.9
Fee and commission income		858.9	835.1
Fee and commission expense		(38.2)	(34.3)
Net fee and commission income		820.7	800.8
Other operating income		15.9	31.2
Operating income		923.3	895.9
Charges in relation to client relationships and goodwill		(45.3)	(44.6)
Acquisition-related and integration costs	4	(39.9)	(83.4)
Other operating expenses		(685.2)	(668.3)
Operating expenses		(770.4)	(796.3)
Profit before tax		152.9	99.6
Taxation	5	(40.6)	(34.1)
Profit after tax		112.3	65.5
Profit for the year attributable to equity holders of the company		112.3	65.5
Other comprehensive income
Items that will not be reclassified to profit or loss:
Net remeasurement of defined benefit asset or liability		0.1	(10.6)
Deferred tax relating to net remeasurement of defined benefit asset or liability		-	2.7
Other comprehensive income net of tax		0.1	(7.9)
Total comprehensive income for the year attributable to equity holders of the company		112.4	57.6
Dividends paid and proposed for the year per ordinary share	6	99.0p	93.0p
Dividends paid and proposed for the year		102.7	96.9
Earnings per share for the year attributable to equity holders of the company:	11
-              basic		107.9p	63.0p
-              diluted		104.7p	60.4p

The accompanying notes form an integral part of the consolidated financial statements.

Consolidated Statement of Changes in Equity

For the year ended 31 December 2025

		Share capital	Share premium	Merger reserve	Other reserve	Own shares	Retained earnings	Total equity
	Note	£m	£m	£m	£m	£m	£m	£m
At 1 January  2024		5.4	312.3	824.4	-	(55.6)	263.7	1,350.2
Profit for the year		-	-	-	-	-	65.5	65.5
Net remeasurement of defined benefit liability		-	-	-	-	-	(10.6)	(10.6)
Deferred tax relating to components of other comprehensive income		-	-	-	-	-	2.7	2.7
Other comprehensive income net of tax		-	-	-	-	-	(7.9)	(7.9)
Total comprehensive income for the period		-	-	-	-	-	57.6	57.6
Dividends paid	6	-	-	-	-	-	(56.9)	(56.9)
Issue of share capital		0.1	5.5	-	-	-	-	5.6
Share-based payments:
-  cost of share-based payment arrangements		-	-	-	-	-	29.1	29.1
-  cost of vested employee remuneration and share plans		-	-	-	-	-	(4.2)	(4.2)
-  cost of own shares vesting		-	-	-	-	9.5	(9.5)	-
-  cost of own shares acquired		-	-	-	-	(22.0)	-	(22.0)
-  tax on share-based payments		-	-	-	-	-	-	-
At 31 December 2024		5.5	317.8	824.4	-	(68.1)	279.8	1,359.4
Profit for the year		-	-	-	-	-	112.3	112.3
Net remeasurement of defined benefit asset		-	-	-	-	-	0.1	0.1
Deferred tax relating to components of other comprehensive income		-	-	-	-	-	-	-
Other comprehensive income net of tax		-	-	-	-	-	0.1	0.1
Total comprehensive income for the period		-	-	-	-	-	112.4	112.4
Dividends paid	6	-	-	-	-	-	(98.4)	(98.4)
Issue of share capital		-	6.9	-	-	-	-	6.9
Cancellation of Share Premium		-	(317.8)	-	-	-	317.8	-
Share buyback		(0.1)	-	-	0.1	-	(36.1)	(36.1)
Share-based payments:
-  cost of share-based payment arrangements		-	-	-	-	-	27.5	27.5
-  cost of vested employee remuneration and share plans		-	-	-	-	-	(2.0)	(2.0)
-  cost of own shares vesting		-	-	-	-	23.7	(23.7)	-
-  cost of own shares acquired		-	-	-	-	(18.9)	-	(18.9)
-  tax on share-based payments		-	-	-	-	-	2.5	2.5
Tax arising on consideration received		-	-	-	-	-	(1.3)	(1.3)
At 31 December 2025		5.4	6.9	824.4	0.1	(63.3)	578.5	1,352.0

The accompanying notes form an integral part of the consolidated financial statements.

Consolidated Statement of Financial Position

As at 31 December 2025

		2025	2024
	Note	£m	£m
Assets
Cash and balances with central banks		1,504.0	1,166.0
Settlement balances		89.5	128.3
Loans and advances to banks		264.7	293.2
Loans and advances to customers		168.5	96.1
Investment securities at amortised cost		1,864.3	1,278.2
Accrued income, prepayments and other assets		247.6	242.8
Current tax asset (UK)		9.4	6.8
Property, plant and equipment		49.5	53.2
Right-of-use assets		72.1	42.3
Intangible assets	7	947.0	982.7
Net defined benefit asset		0.6	0.5
Total assets		5,217.2	4,290.1
Liabilities
Deposits by banks		8.4	3.8
Settlement balances		98.8	133.6
Due to customers		3,284.4	2,352.1
Accruals and other liabilities		251.2	249.9
Current tax liabilities (overseas)		0.8	0.5
Net deferred tax liability		67.7	78.0
Subordinated loan notes		39.9	39.9
Provisions	8	39.1	28.1
Lease liabilities		74.9	44.8
Total liabilities		3,865.2	2,930.7
Equity
Share capital		5.4	5.5
Share premium		6.9	317.8
Merger reserve		824.4	824.4
Other reserves		0.1	-
Own shares		(63.3)	(68.1)
Retained earnings		578.5	279.8
Total equity		1,352.0	1,359.4
Total liabilities and equity		5,217.2	4,290.1

The financial statements were approved by the Board of Directors and authorised for issue on

26 February 2026 and were signed on its behalf by:

Jonathan Sorrell                                                              Iain Hooley

Group Chief Executive Officer                                   Group Chief Financial Officer

Company registered number: 01000403

The accompanying notes form an integral part of the consolidated financial statements.

Consolidated Statement of Cash Flows

For the year ended 31 December 2025

		2025	2024
	Note	£m	£m
Cash flows from operating activities
Profit before tax		152.9	99.6
Net interest income		(86.7)	(63.9)
Impairment losses on financial instruments		(0.1)	-
Net charge for provisions		9.2	14.9
Depreciation, amortisation and impairment		67.2	80.4
Loss on disposal of property, plant and equipment		-	0.1
(Gain)/loss on modification of leases		0.5	(13.5)
Foreign exchange movements		3.0	(1.0)
Defined benefit pension scheme credits	9	-	(0.4)
Defined benefit pension contributions paid	9	-	(3.7)
Share-based payment charges		27.5	29.1
Interest paid		(69.5)	(79.8)
Interest received		154.6	147.6
		258.6	209.4
Changes in operating assets and liabilities:
Net (increase)/decrease in loans and advances to customers		(72.3)	21.8
Net decrease in settlement balance debtors		38.8	37.4
Net decrease/(Increase) in accrued income, prepayments and other assets		0.6	(12.1)
Net increase in amounts due to customers and deposits by banks		937.0	90.2
Net decrease in settlement balance creditors		(34.8)	(38.5)
Net (decrease)/increase in accruals, provisions and other liabilities		(9.6)	27.2
Cash generated from operations		1,118.3	335.4
Tax paid		(52.1)	(41.8)
Net cash inflow from operating activities		1,066.2	293.6
Cash flows from investing activities
Purchase of property, plant, equipment and intangible assets		(8.8)	(56.6)
Purchase of investment securities		(2,689.2)	(2,028.0)
Proceeds from sale and redemption of investment securities		2,100.1	2,046.6
Net cash used in investing activities		(597.9)	(38.0)
Cash flows from financing activities
Issue of ordinary shares	13	6.9	5.6
Repurchase of ordinary shares	13	(18.9)	(22.0)
Share buyback	13	(36.1)	-
Dividends paid	6	(98.4)	(56.9)
Payment of lease liabilities		(7.0)	(20.9)
Interest paid		(5.3)	(5.1)
Net cash used in financing activities		(158.8)	(99.3)
Net increase in cash and cash equivalents		309.5	156.3
Cash and cash equivalents at the beginning of the year		1,459.2	1,302.9
Cash and cash equivalents at the end of the year	13	1,768.7	1,459.2

The accompanying notes form an integral part of the consolidated financial statements.

 Notes to the Consolidated Statements

1   Principal accounting policies

Rathbones Group Plc ('the company') is a public company limited by shares incorporated and domiciled in England and Wales under the Companies Act 2006.

1.1   Basis of preparation

The consolidated and company financial statements have been prepared in accordance with
UK-adopted International Accounting Standards.

The financial statements have been prepared on the historical cost basis, except for certain financial instruments that are measured at fair value (notes 1.9, 1.12, 1.16 and 1.18). The principal accounting policies adopted are set out in this note and, unless otherwise stated, have been applied consistently to all periods presented in the consolidated financial statements.

The financial information included within this Preliminary Announcement does not constitute the Company's statutory Financial Statements for the years ended 31 December 2025 or 31 December 2024 within the meaning of s435 of the Companies Act 2006, but is derived from those Financial Statements. Statutory Financial Statements for the year ended 31 December 2024 have been delivered to the Registrar of Companies and those for the year ended 31 December 2025 will be delivered to the Registrar of Companies in due course. The auditor has reported on those Financial Statements; their reports were unqualified, did not draw attention to any matters by way of emphasis and did not contain statements under s498(2) or (3) of the Companies Act 2006. While the financial information included in this Preliminary Announcement has been prepared in accordance with the recognition and measurement criteria of International Financial Reporting Standards ("IFRSs") adopted pursuant to IFRSs as issued by the United Kingdom, this announcement does not itself contain sufficient information to comply with IFRSs. The Company expects to publish full Financial Statements that comply with IFRSs imminently.

1.2   Basis of consolidation

The consolidated financial statements incorporate the financial statements of the company and entities controlled by the company (its subsidiaries), together 'the Group', made up to 31 December each year.

The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is obtained, and no longer consolidated from the date that control ceases; their results are included in the consolidated financial statements up to the date that control ceases. Inter-company transactions and balances between Group companies are eliminated on consolidation.

1.3   Developments in reporting standards and interpretations

Standards and interpretations affecting the reported results or the financial position

The following amendments to standards have been adopted in the current period, but have not had a significant impact on the amounts reported in these financial statements:

-  Lack of Exchangeability - Amendments to IAS 21

Future new standards and interpretations

The following standards are effective for annual periods beginning on or after 1 January 2026 and earlier application is permitted; however, the Group has not early-adopted the amended standards in preparing these consolidated financial statements.

The following standard is expected to have a material impact on the Group's financial statements. This standard has not yet been endorsed in the UK.

Standards available for early adoption	Effective date
IFRS 18 Presentation and Disclosure in Financial Statements	1 January 2027

The following standards are not expected to have a material impact on the Group's financial statements.

Standards available for early adoption	Effective date
Amendments to the Classification and Measurement of Financial Instruments - Amendments to IFRS 9 and IFRS 7	1 January 2026
Contracts Referencing Nature-dependent Electricity - Amendments to IFRS 9 and IFRS 7	1 January 2026
Annual Improvements to IFRS Accounting Standards - Amendments to IFRS 1, IFRS 7, IFRS 9, IFRS 10 and IAS 7	1 January 2026
IFRS 19 Subsidiaries without Public Accountability: Disclosures (not yet endorsed in the UK)	1 January 2027

1.4   Business combinations

Business combinations are accounted for using the acquisition method. The consideration for each acquisition is measured at the aggregate of the fair values (at the date of exchange) of assets transferred, liabilities assumed and equity instruments issued by the Group in exchange for control of the acquiree. Acquisition-related costs are recognised in profit or loss as incurred.

Where applicable, the consideration for the acquisition includes any asset or liability resulting from a contingent consideration arrangement, measured at its acquisition-date fair value. Subsequent changes in such fair values are adjusted against the cost of acquisition where they qualify as measurement period adjustments. All other subsequent changes in the fair value of contingent consideration classified as an asset or liability are accounted for in accordance with relevant asset/liability recognition and measurement guidance in IFRS. Changes in the fair value of contingent consideration classified as equity are not recognised.

1.5   Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the Company and the Group have adequate resources to continue in operational existence. In forming this view, the directors considered the Company's and the Group's prospects for a period of at least 12 months from the date of approval of the Annual Report.

In assessing the appropriateness of adopting the going concern basis, the directors considered a range of forward‑looking scenario analyses. These included the Group's 3 Year Plan, which forecasts the Group's profit and capital position, together with the 2025 Internal Liquidity Adequacy Assessment Process and 2025 Internal Capital Adequacy Assessment Process ('ICAAP'), which incorporate capital and liquidity stress testing and reverse stress testing, including the potential impacts of climate‑related risks on the Group. In evaluating these scenarios, the directors also assessed the management actions available to mitigate potential adverse impacts.

Under all stress test scenarios considered, the Group is expected to maintain sufficient capital for at least 12 months from the date of approval of the Annual Report, with capital ratios remaining comfortably in excess of minimum regulatory requirements.

Separately from the management of the Group's capital position, the Group adopts a conservative approach to funding and liquidity risk, focused on maintaining a simple and transparent balance sheet, a diversified funding base and a prudent level of high‑quality liquid assets. As a result, the weighted average maturity of the Group's funding exceeds that of its lending portfolio. These factors were considered by the directors as part of their assessment in concluding on the appropriateness of the going concern basis.

The directors also ensured that the assumptions applied in the going concern assessment were consistent with those used in other forward‑looking areas of the financial statements, including impairment testing.

Accordingly, the directors continue to adopt the going concern basis in preparing the Annual Report.

1.6   Foreign currencies

The functional and presentational currency of the company and its subsidiaries is sterling.

Transactions in currencies other than the relevant Group entity's functional currency are recorded at the rates of exchange prevailing on the dates of the transactions. At each balance sheet date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the balance sheet date. Gains and losses arising on retranslation are included in profit or loss for the year.

1.7   Income

Net interest income

Interest income or expense is recognised within net interest income using the effective interest method.

The effective interest method is the method of calculating the amortised cost of a financial asset or liability (or group of assets and liabilities) and of allocating the interest income or interest expense over the relevant period. The effective interest rate is the rate that exactly discounts the expected future cash payments or receipts through the expected life of the financial instrument, or when appropriate, a shorter period, to:

-  the gross carrying amount of the financial asset; or

-  the amortised cost of the financial liability.

The application of the method has the effect of recognising income (or expense) receivable (or payable) on the instrument evenly in proportion to the amount outstanding over the period to maturity or repayment. In calculating effective interest, the Group estimates cash flows considering all contractual terms of the financial instrument but excluding the impact of future credit losses.

The interest charged on the Group's lease liabilities and subordinated loan notes is included within cash used in financing activities in the Group statement of cash flows. Interest charged on client funds is included within cash generated from operations..

Net fee and commission income

Portfolio or investment management fees, commissions receivable or payable and fees from advisory services are recognised on a continuous basis over the period that the related service is provided.

Commission charges for executing transactions on behalf of clients are recognised when the transaction is dealt at the trade date.

The Group has made an assessment as to whether the work performed to earn such fees constitutes the transfer of services and, therefore, fulfils any performance obligation(s). Where this is the case, the fees are recognised when the relevant performance obligation has been satisfied; otherwise, the fees are recognised in the period in which the services are provided.

A breakdown of the timing of revenue recognition can be found in note 3.

Other income

In cases where cash held within client portfolios does not represent a banking deposit, the Group invests this cash in cash securities with approved financial institutions. The margin earned on these funds, being the difference between the rate of interest paid by the custodian bank and that paid to clients, represents the rate of return available to the Group through the pooling of client funds. This margin is included within other operating income in the financial statements.

1.8   Leases

At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Group uses the definition of a lease in IFRS 16.

The Group recognises a right-of-use asset and a lease liability at the inception date of the lease. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of dilapidation costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received.

The estimate for recognition of dilapidation assets, which reflect costs to dismantle and remove structural changes made to leased premises is 50%. The remaining 50% is charged to profit or loss over the useful life of the lease and recognised as a provision for restoration obligations.

The right-of-use assets and dilapidations assets are subsequently depreciated on a straight-line basis over the shorter of the expected life of the asset and the lease term, adjusted for any remeasurements of the lease liability. At the end of each reporting period, the assets are assessed for indicators of impairment in accordance with IAS 36.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group's incremental borrowing rate. The Group uses an incremental borrowing rate of 5.6%, derived from its subordinated loan notes, as the discount rate for all leases entered into prior to the acquisition of IW&I on 21 September 2023. For all leases entered into or modified after this date, an incremental borrowing rate is determined on a lease-by-lease basis, with reference to the lease term and rental payments specific to each lease.

Lease payments included in the measurement of the lease liability comprise the following:

-  fixed payments, including in-substance fixed payments;

-  variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;

-  amounts expected to be payable under a residual value guarantee; and

-  the exercise price under a purchase option that the Group is reasonably certain to exercise, lease payments in an optional renewal period if the Group is reasonably certain to exercise an extension option, and penalties for early termination of a lease unless the Group is reasonably certain not to terminate early.

The lease liability is subsequently measured by adjusting the carrying amount to reflect the interest charge, the lease payments made and any reassessment or lease modifications. The lease liability is remeasured if the Group changes its assessment of whether it will exercise a purchase, extension or termination option.

When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

Where the Group is an intermediate lessor in a sub-lease, it accounts for its interests in the head lease and the sub-lease separately. It assesses the lease classification of a sub-lease with reference to the right-of-use asset arising from the head lease, not with reference to the underlying asset.

Leases that qualify for the low-value asset exemption or short-term lease exemption do not fall within the scope of IFRS 16 and continue to be treated as off balance sheet.

1.9   Share based payments

The Group engages in equity-settled and cash-settled share-based payment transactions in respect of services received from its employees.

Equity-settled awards

For equity-settled share-based payments, the fair value of the award is measured by reference to the fair value of the shares or share options granted on the grant date. The cost of the employee services received in respect of the shares or share options granted is recognised in profit or loss over the vesting period, with a corresponding credit to equity.

The fair value of the awards or options granted is determined using a binomial pricing model, which takes into account the current share price, the risk-free interest rate, the expected volatility of the company's share price over the life of the option or award, any applicable exercise price and other relevant factors. Only those vesting conditions that include terms related to market conditions are taken into account in estimating fair value. Non-market vesting conditions are taken into account by adjusting the number of shares or share options included in the measurement of the cost of employee services so that, ultimately, the amount recognised in profit or loss reflects the number of vested shares or share options, with a corresponding adjustment to equity. Where vesting conditions are related to market conditions, the charges for the services received are recognised regardless of whether or not the market-related vesting condition is met, provided that any non-market vesting conditions are also met. Shares purchased and issued are recorded directly in equity.

Cash-settled awards

For cash-settled share-based payments, a liability is recognised for the services received, and the related employer's taxes, at the balance sheet date, measured at the fair value of the liability. At each subsequent balance sheet date and at the date on which the liability is settled, the fair value of the liability is remeasured with any changes in fair value recognised in profit or loss.

1.10   Taxation

The tax charge is calculated based on the estimated amount payable as at the balance sheet date. Any subsequent differences between these estimates and the actual amounts paid are recorded as adjustments in respect of prior years.

Current tax

Current tax is the expected tax payable or receivable on net taxable income for the year. Current tax is calculated using tax rates enacted or substantively enacted by the balance sheet date, together with any adjustment to tax payable or receivable in respect of previous years.

Deferred tax

Deferred tax is accounted for under the balance sheet liability method in respect of temporary differences using tax rates (and laws) that have been enacted or substantively enacted by the balance sheet date and are expected to apply when the liability is settled or when the asset is realised.

Deferred tax liabilities are recognised for all temporary differences and deferred tax assets are recognised to the extent that it is probable that sufficient taxable profits will be available against which deductible temporary differences and tax losses may be utilised, except where the temporary difference arises:

-  from the initial recognition of goodwill;

-  from the initial recognition of other assets and liabilities in a transaction, which affects neither the tax profit nor the accounting profit, other than in a business combination; or

-  in relation to investments in subsidiaries and associates, where the Group is able to control the reversal of the temporary difference and it is the Group's intention not to reverse the temporary difference in the foreseeable future.

Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis.

The Group has applied the temporary exemption, introduced in May 2023, from the accounting requirements for deferred taxes in IAS 12, so that the Group neither recognises nor discloses information about deferred tax assets and liabilities related to Pillar II income taxes.

Current and deferred tax are recognised:

-  in other comprehensive income if they relate to items recognised in other comprehensive income;

or

-  directly in retained earnings if they relate to items recognised directly in retained earnings.

1.11   Cash and cash equivalents

Cash comprises cash in hand and demand deposits.

Demand deposits include balances with central banks which are realisable on demand.

Cash equivalents includes loans and advances to banks with a maturity of less than three months from the date of acquisition.

For the purposes of the consolidated statement of cash flows, cash and cash equivalents consist of cash and cash equivalents as defined above, net of outstanding bank overdrafts, which are included in the Group's cash management.

1.12   Financial assets

Initial recognition and measurement

Financial assets, excluding trade debtors, are initially recognised when the Group becomes party to the contractual provisions of the asset. Trade debtors are recognised when cash is advanced to the borrowers.

Financial assets are initially recognised at fair value plus transaction costs that are directly attributable to their acquisition (except those assets classified at fair value through profit or loss). Trade debtors without a significant financing component are initially measured at the transaction price.

Financial assets are not reclassified subsequent to their initial recognition unless the Group changes its business model for managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model.

For settlement balances, trade date accounting is applied to all regular way purchases and sales of assets.

Classification and subsequent measurement

Financial assets are classified and measured in the following categories:

-  amortised cost

Financial assets are measured at amortised cost if their contractual terms give rise to cash flows that are solely payments of principal and interest on the principal amount outstanding and they are held within a business model whose objective is to hold assets to collect contractual cash flows.

Assets are measured at amortised cost using the effective interest rate method (note 1.7), less any impairment losses. Interest income, foreign exchange gains and losses and impairment are recognised in profit or loss. Any gain or loss on derecognition is recognised in profit or loss.

-  at fair value through other comprehensive income (FVOCI)

Debt instruments are measured at FVOCI if their contractual terms give rise to cash flows that are solely payments of principal and interest on the principal amount outstanding and they are held within a business model whose objective is both to hold assets to collect contractual cash flows and to sell the assets.

For debt instruments, interest income is calculated using the effective interest method. For equity instruments, dividends are recognised as income in profit or loss unless the dividend clearly represents a recovery of part of the cost of the investment. All other gains and losses on assets at FVOCI are recognised in OCI.

-  at fair value through profit or loss (FVTPL)

All equity instruments are measured at FVTPL unless the instrument is not held for trading, the Group irrevocably elects to measure the instrument at FVOCI. This election is made on an investment-by-investment basis.

All financial assets not classified as measured at amortised cost or FVOCI as described above are measured at FVTPL. On initial recognition, the Group may irrevocably designate a financial asset that otherwise meets the requirements to be measured at amortised cost or FVOCI at FVTPL if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise.

Net gains and losses, including any interest or dividend income, are recognised in profit or loss.

At 31 December 2025, the Group held no financial assets measured at fair value through other comprehensive income or at fair value through profit or loss.

Business model assessment

The Group assesses the objective of the business model in which a financial asset is held at a portfolio level. The information considered includes:

-  the objectives for the portfolio and how those tie in to the current and future strategy of the Group;

-  how the performance of the portfolio is evaluated and reported to the Group's management

-  the risks that affect the performance of the business model (and the financial assets held within that business model) and how those risks are managed;

-  how Group employees are compensated, e.g. whether compensation is based on the fair value of the assets managed or the contractual cash flows collected; and

-  the frequency, volume and timing of sales of financial assets in prior periods, the reasons for such sales and expectations about future sales activity.

Payments of principal and interest criterion

In assessing whether the contractual cash flows are solely payments of principal and interest, the Group considers:

-  the contractual terms of the instrument, checking consistency with basic lending criteria;

-  the impact of the time value of money;

-  features that would change the amount or timing of contractual cash flows; and

-  other factors, such as prepayment or extension features.

Derecognition

Financial assets are derecognised when the contractual rights to receive cash flows have expired or the Group has transferred substantially all the risks and rewards of ownership.

Impairment of financial assets

The Group recognises loss allowances for expected credit losses (ECLs) on financial assets measured at amortised cost and FVOCI and loan commitments held off balance sheet.

A financial asset will attract a loss allowance equal to either:

-  12-month ECLs (losses resulting from possible defaults within the next 12 months); or

-  lifetime ECLs (losses resulting from possible defaults over the remaining life of the financial asset).

The latter applies if there has been a significant deterioration in the credit quality of the asset; albeit lifetime ECLs will always be recognised for trade receivables, contract assets or lease receivables without a significant financing component.

The maximum period considered when estimating ECLs is the maximum contractual period over which the Group is exposed to credit risk.

The Group measures loss allowances at an amount equal to lifetime ECLs, except for treasury book and investment management loan book exposures for which credit risk has not increased significantly since initial recognition, which are measured at 12-month ECLs.

Loss allowances for trust and financial planning debtors are always measured at an amount equal to lifetime ECLs.

When assessing whether the credit risk of a financial asset has increased significantly between the reporting date and initial recognition, quantitative and qualitative indicators are used.

Measurement of ECLs

Treasury book and investment management loan book

The Group has developed a model for calculating ECLs on its treasury book and investment management loan book (which includes loan commitments held off balance sheet). The Group has developed three different economic scenarios: a base case, an upside and a downside.

The base case is assigned a 60% probability of occurring with the upside and downside each assigned a 20% probability of occurring.

The economic scenarios are based on the projections of GDP, inflation, unemployment rates, house price indices, financial markets and interest rates as set out in the banking system stress testing scenario published annually by the PRA.

Management adjust the projections for the economic variables in arriving at the upside and downside scenarios.

Under each resultant scenario, an ECL is forecast for each exposure in the treasury book and investment management loan book. The ECL is calculated based on management's estimate of the probability of default, the loss given default and the exposure at default of each exposure taking into account industry credit loss data, the Group's own credit loss experience, the expected repayment profiles of the exposures and the level of collateral held. Industry credit loss information is drawn from data on credit defaults for different categories of exposure published by the Council of Mortgage Lenders and Standard & Poor's.

The model adopts a staging allocation methodology, primarily based on changes in the internal and/or external credit rating of exposures to identify significant increases in credit risk since inception of the exposure.

The Group has not rebutted the presumption that if an exposure is more than 30 days past due, the associated credit risk has significantly increased.

ECLs are discounted back to the balance sheet date at the effective interest rate of the asset.

Trust and financial planning debtors

The Group's trust and financial planning debtors are generally short term and do not contain significant financing components. Therefore, the Group has applied a practical expedient by using a provision matrix to calculate lifetime ECLs based on actual credit loss experience over the past four years.

Credit-impaired financial assets

At each reporting date, the Group assesses whether financial assets carried at amortised cost and FVOCI are credit-impaired. A financial asset is 'credit-impaired' when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred.

Presentation of impairment

The carrying amount of financial assets measured at amortised cost is reduced by a loss allowance. The carrying value of assets measured at FVOCI, is not adjusted by loss allowance but instead the loss allowance is recorded in equity.

Impairment losses related to the Group's treasury book and investment management loan book are presented in 'interest expense and similar charges' and those related to all other financial assets (including trust and financial planning debtors) are presented under 'other operating expenses'. No losses are presented separately on the statement of the comprehensive income and there have been no reclassifications of amounts previously recognised under IAS 39.

 1.13   Property, plant and equipment

All property, plant and equipment is stated at historical cost, which includes directly attributable acquisition costs, less accumulated depreciation and impairment losses. Depreciation is charged so as to write off the cost of assets to their estimated residual value over their estimated useful lives, using the straight-line method, on the following bases:

-  leasehold improvements: 10 years or over the lease term

-  plant, equipment and computer hardware: over 3 to 10 years.

The assets' residual lives are reviewed, and adjusted if appropriate, at each balance sheet date. Gains and losses on disposals are determined by comparing proceeds with the carrying amount and these are included in profit or loss.

1.14   Intangible assets

Goodwill

Goodwill arises through business combinations and represents the excess of the cost of acquisition over the Group's interest in the fair value of the identifiable assets, liabilities and contingent liabilities of a business at the date of acquisition.

Goodwill is recognised as an asset and measured at cost less accumulated impairment losses. It is allocated to Groups of cash-generating units, which represent the lowest level at which goodwill is monitored for internal management purposes. Cash-generating units are identified as the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets, and are no larger than the Group's operating segments, as set out in note 3.

On disposal of a subsidiary, the attributed amount of goodwill that has not been subject to impairment is included in the determination of the profit or loss on disposal.

Client relationships

Client relationships acquired as part of a business combination are initially recognised at fair value (note 1.4). Determining whether a transaction that involves the purchase of client relationships is treated as a business combination or a separate purchase of intangible assets requires judgement. The factors that the Group takes into consideration in making this judgement are set out in note 2.1.

Individually purchased client relationships are initially recognised at cost. Where a transaction to acquire client relationship intangible assets includes an element of variable deferred consideration, an estimate is made of the value of consideration that will ultimately be paid. The client relationship intangible asset recognised on the balance sheet is adjusted for any subsequent change in the value of deferred consideration. Note 2.1 sets out the approach taken by the Group where judgement is required to determine whether payments made for the introduction of client relationships should be capitalised as intangible assets or charged to profit or loss.

Client relationship intangible assets are subsequently carried at the amount initially recognised less accumulated amortisation, which is calculated using the straight-line method over their estimated useful lives (normally 10 to 15 years, but not more than 15 years).

Computer software and software development costs

Costs incurred to acquire and bring to use computer software licences are capitalised and amortised through profit or loss over their expected useful lives (3 to 4 years).

Costs that are directly associated with the production of identifiable and unique software products controlled by the Group are recognised as intangible assets when the Group is expected to benefit from future use of the software and the costs are reliably measurable. Other costs of producing software are charged to profit or loss as incurred. Computer software development costs recognised as assets are amortised using the straight-line method over their useful lives (not exceeding 4 years).

Where services provided by a software-as-a-service arrangement do not result in the recognition of an intangible asset, non-distinct configuration and customisation costs are expensed when access to the software is provided. The cost is spread over the contractual term.

1.15   Impairment of goodwill and intangible assets

At each balance sheet date, the Group reviews the carrying amounts of its intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where the asset does not generate cash flows that are independent from other assets, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. The recoverable amount is the higher of fair value less costs to sell and value in use. See note 2.1 for further detail.

Goodwill is tested for impairment at least annually. For the purposes of impairment testing, goodwill is allocated to groups of cash-generating units. The carrying amount of each group of cash-generating units is compared to its value in use, calculated using a discounted cash flow method. If the recoverable amount of the group of cash-generating units is less than the carrying amount of the group of units, the impairment loss is allocated first to reduce the carrying amount of the goodwill allocated to that group of units and then to the other assets of the group of units pro rata on the basis of the carrying amount of each asset in the group of units.

Client relationship intangible assets are reviewed bi-annually for indicators of impairment. Intangible assets acquired through business combinations are tested for impairment by reviewing the key inputs supporting the initial valuation of the asset at acquisition against the Group's current forecasts of those inputs, including revenue margins and net client flows. Intangible assets acquired through newly recruited investment managers under contractual agreements are tested for impairment by reviewing lost client relationships in the period. In determining whether a client relationship is lost, the Group considers factors such as the level of funds withdrawn and the existence of other retained family relationships. When client relationships are lost, the full amount of unamortised cost is recognised immediately in profit or loss and the intangible asset is derecognised. See note 2.1 for further detail.

If the recoverable amount of any asset other than goodwill or client relationships is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount.

Any impairment loss is recognised immediately in profit or loss.

1.16   Financial liabilities

Initial recognition and measurement

Financial liabilities are initially recognised at fair value plus transaction costs that are directly attributable to their acquisition or issue.

Classification and subsequent measurement

Financial liabilities are classified as measured at amortised cost or at fair value through profit or loss.

The Group has not designated any liabilities as fair value through profit or loss and holds no liabilities as held for trading. Financial liabilities are measured at amortised cost using the effective interest method (note 1.7). Amortised cost is calculated by taking into account any issue costs and any discounts or premiums on settlement. Interest expense and foreign exchange gains and losses are recognised in profit or loss. Any gain or loss on derecognition is also recognised in profit or loss.

For settlement balances, trade date accounting is applied to all regular way purchases and sales of assets.

Derecognition

The Group derecognises financial liabilities when its contractual obligations are discharged, cancelled or expired, or when the financial liability is substantially modified..

1.17   Provisions and contingent liabilities

Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event and it is probable that an outflow of economic benefits, that can be reliably estimated, will occur. Provisions are measured at the present value of the expenditures expected to be required to settle the obligation, discounted using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the obligation.

Contingent liabilities are possible obligations that depend on the outcome of uncertain future events or those present obligations where the outflows of resources are uncertain or cannot be measured reliably. Contingent liabilities are not recognised in the financial statements but are disclosed unless the likelihood of crystallisation is judged to be remote.

1.18   Retirement benefit obligations on retirement benefit schemes

The Group's net liability/asset in respect of defined benefit pension plans is calculated separately for each plan by estimating the amount of future benefit that employees have earned in return for their service in the current and prior years; that benefit is discounted to determine its present value, and the fair value of any plan assets (at bid price), including the value of any bulk annuity policies, is deducted. Any asset resulting from this calculation is limited to the present value of available refunds and reductions in future contributions to the plan.

The cost of providing benefits under defined benefit plans is determined using the projected unit credit method, with actuarial valuations being carried out at each balance sheet date. Net remeasurements of the defined benefit liability/asset are recognised in full in the period in which they occur in other comprehensive income.

Past service costs or gains are recognised in profit or loss immediately in the period of a plan amendment. Interest income on defined benefit assets and interest expense on the defined benefit obligations are also recognised in profit or loss in the period.

The amount recognised in the balance sheet for death-in-service benefits represents the present value of the estimated obligation, reduced by the extent to which any future liabilities will be met by insurance policies.

The company determines the net interest on the net defined benefit liability/asset for the year by applying the discount rate used to measure the defined benefit obligation at the beginning of the year to the net defined benefit liability/asset.

Contributions to defined contribution retirement benefit schemes are charged to profit or loss as an expense as they fall due.

1.19   Segmental reporting

The Group determines and presents operating segments based on the information that is provided internally to the Group Executive Committee, which is the Group's chief operating decision-maker. Operating segments are organised around the services provided to clients.

Transactions between operating segments are reported within the income or expenses for those segments; intra-segment income and expenditure is eliminated at Group level. Indirect costs are allocated between segments in proportion to the principal cost driver for each category of indirect costs that is generated by each segment.

1.20   Fiduciary activities

The Group commonly acts as trustee and in other fiduciary capacities that result in the holding or placing of assets on behalf of individuals, trusts, retirement benefit plans and other institutions. Such assets and income arising thereon are excluded from these financial statements, as they are not assets of the Group. Largely as a result of cash and settlement processing, the Group holds money on behalf of some clients in accordance with the Client Money Rules of the Financial Conduct Authority, the Jersey Financial Services Commission, the Guernsey Financial Services Commission and the Solicitors' Accounts Rules issued by the Solicitors Regulation Authority, as applicable. Such monies and the corresponding amounts due to clients are not shown on the balance sheet as the Group is not beneficially entitled to them.

1.21   Merger reserve

The merger reserve is used where more than 90% of the share capital in a subsidiary is acquired, and the consideration includes the issue of new shares by the Company, thereby attracting merger relief under Section 612 of the Companies Act 2006.

1.22   Fair value measurement

The fair values of quoted financial instruments in active markets are based on current bid prices. Such instruments would be included in level 1 of the fair value hierarchy. If an active market for a financial asset does not exist, the Group establishes fair value by using valuation techniques. These include the use of recent arm's length transactions, discounted cash flow analysis, option pricing models and other valuation techniques commonly used by market participants. These instruments would be classified under level 3 in the fair value hierarchy.

The Group recognises transfers between levels of the fair value hierarchy at the end of the reporting period during which the change has occurred.

2   Critical accounting judgements and key sources of estimation uncertainty

The Group makes judgements and estimates that affect the application of the Group's accounting policies and reported amounts of assets, liabilities, income and expenses within the next financial year. Estimates and assumptions are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

The following key accounting policies involve critical judgements made in applying the accounting policies and involve material estimation uncertainty.

2.1   Client relationship intangibles (note 7)

Critical judgements

Client Relationship intangibles purchased through corporate transactions

When the Group purchases client relationships through transactions with other businesses, a judgement is made as to whether the transaction should be accounted for as a business combination or as a separate purchase of intangible assets. In making this judgement, the Group assesses the assets, liabilities, operations and processes that were the subject of the transaction against the definition of a business combination in IFRS 3. In particular, consideration is given to whether ownership of a corporate entity has been acquired, among other factors. During the year, no business combinations have occurred.

Payments to newly recruited investment managers

The Group assesses whether payments made to newly recruited investment managers under contractual agreements represent payments to acquire investment management contract or remuneration for ongoing services provided to the Group. If these payments are incremental costs of acquiring investment management contracts and are deemed to be recoverable (i.e. through future revenues earned from the FUMA that relate to the investment management contract), they are capitalised as client relationship intangible assets (note 7).

Otherwise, the payments are judged to be in relation to the provision of ongoing services and are expensed as remuneration costs in the period that they are transferred. Upfront payments made to investment managers upon joining are expensed as incurred, as they are not judged to be incremental costs for acquiring investment management contracts. At 31 December 2025, these intangible assets totalled £45.5 million (2024: £39.2 million).

Estimation uncertainty

Impairment review of client relationship intangible assets

At the end of each reporting period, the Group reviews the carrying amount of its client relationship intangible assets acquired through business combinations to determine whether there is any indication of impairment. At 31 December 2025, these intangible assets totalled £391.4 million (2024: £429.3 million). Significant judgment is required in determining whether certain events or circumstances constitute indicators of impairment, and in calculating the recoverable amount of the intangible assets when required.

If an indication of impairment exists, the recoverable amount of the asset is estimated, being the higher of fair value less costs to sell and value-in-use. Where value-in-use is used to calculate the recoverable amount, discounted cash flow forecasts associated with the acquired client relationships are produced, reflecting key assumptions for operating profit margin, net client flows and pre-tax discount rates. Future cash flows are based on the latest financial budgets approved by the Board, or historic data, where relevant. Discount rates are aligned with the Group cost of capital. Where fair value is estimated to calculate the recoverable amount of an asset, indicative trading multiples from recent market acquisitions of comparable businesses in the same industry are used. Changes in these inputs may impact the amount of any impairment loss recognised in operating expenses.

At 31 December 2025, no indicators of impairment relating to the Group's client relationship intangible assets were identified.

The largest individual client relationship intangible asset relates to the acquisition of IW&I in 2023, with a carrying amount of £292.7 million at 31 December 2025 and this asset was determined as the asset with the greatest potential for material impairment. During the year, this was assessed for indicators of impairment using a fair value less cost to sell model. Our estimate of the fair value less costs to sell, based on the comparable business FUM multiples, would have to fall by approximately 38% in order to trigger a possible impairment of the client relationship intangible asset.

2.2   Business combinations

2.2.1  Investec Wealth & Investment

Critical judgements

In 2023, the Group acquired the entire share capital of Investec Wealth & Investment Limited (IW&I). The Group accounted for the transaction as a business combination

Consideration receivable

The consideration receivable recognised in the prior year led to an adjustment to the value of IW&I goodwill by £5.1 million due to new information received during the IFRS 3 measurement period about facts and circumstances that existed at the date of acquisition. The consideration receivable was settled during the year and, consequently, this is no longer considered a critical judgement.

3   Segmental information

IFRS 8 requires operating segments to be identified on the basis of internal reports about components of the Group that are regularly reviewed by the chief operating decision-maker, which takes the form of the Group Executive Committee, in order to allocate resources to the segment and to assess its performance.

For management purposes, the Group is organised into two operating segments: Wealth Management and Asset Management. Centrally incurred shared services are allocated to these operating segments on the basis of the cost drivers that generate the expenditure; principally, these are the headcount of income generating teams within the segment, the value of funds under management and administration of the segment, the segment's total revenue, and the segment's share of total expenditure. The allocation of these costs is shown in a separate column in the table below, alongside the information presented for internal reporting. Wealth Management Segmental Assets relate to assets held within the Investment Management (which includes Financial Planning advice), Banking and Trust Business Segments. Asset Management Segmental Assets are assets held solely within the Asset Management Business Segment. Unallocated Segmental Assets relate to the Net Defined Benefit Asset held on the balance sheet.

The integration of IW&I during 2025 has resulted in a movement in the individual operating expense line items in the Wealth Management segment. During 2024, IW&I was not making significant use of group shared services and was maintaining the cost of IW&I-specific enablement functions. Post integration in 2025 these functions all now form part of the shared service functions which explains the reduction in total staff costs and the increase in the allocation of shares services relative to the prior year.

31 December 2025	Note	Wealth Management	Asset Management	Shared Services	Total
		£m	£m	£m	£m
Net investment management fee income		584.6	82.5	-	667.1
Net commission income		95.4	-	-	95.4
Net interest income		84.8	2.1	-	86.9
Fees from advisory services		58.2	-	-	58.2
Other income		14.9	0.8	-	15.7
Operating income		837.9	85.4	-	923.3
Staff costs − fixed		(219.1)	(9.9)	(75.7)	(304.7)
Staff costs − variable		(117.7)	(14.8)	(32.9)	(165.4)
Total staff costs		(336.8)	(24.7)	(108.6)	(470.1)
Other direct expenses		(74.5)	(17.7)	(122.9)	(215.1)
Allocation of shared services		(219.7)	(11.8)	231.5	-
Underlying operating expenses		(631.0)	(54.2)	-	(685.2)
Underlying profit before tax		206.9	31.2	-	238.1
Charges in relation to client relationships and goodwill	7	(26.5)	-	(18.8)	(45.3)
Acquisition-related and integration costs	4	(39.9)	-	-	(39.9)
Segment profit before tax		140.5	31.2	(18.8)	152.9
Profit before tax attributable to equity holders of the company					152.9
Taxation	5				(40.6)
Profit for the year attributable to equity holders of the company					112.3
		Wealth Management	Asset Management	Unallocated Assets	Total
		£m	£m	£m	£m
Segment total assets		5,108.3	108.3	0.6	5,217.2

31 December 2024	Note	Wealth Management	Asset Management	Shared Services	Total
		£m	£m	£m	£m
Net investment management fee income		575.1	79.4	-	654.5
Net commission income		91.8	-	-	91.8
Net interest income		62.3	1.6	-	63.9
Fees from advisory services		54.5	-	-	54.5
Other income		30.5	0.7	-	31.2
Operating income		814.2	81.7	-	895.9
Staff costs - fixed		(233.9)	(7.9)	(54.6)	(296.4)
Staff costs - variable		(129.5)	(20.5)	(18.2)	(168.2)
Total staff costs		(363.4)	(28.4)	(72.8)	(464.6)
Other direct expenses		(108.3)	(15.4)	(80.0)	(203.7)
Allocation of shared services		(140.3)	(12.5)	152.8	-
Underlying operating expenses		(612.0)	(56.3)	-	(668.3)
Underlying profit before tax		202.2	25.4	-	227.6
Charges in relation to client relationships and goodwill	7	(44.6)	-	-	(44.6)
Acquisition-related and integration costs	4	(83.4)	-	-	(83.4)
Segment profit before tax		74.2	25.4	-	99.6
Profit before tax attributable to equity holders of the company					99.6
Taxation	5				(34.1)
Profit for the year attributable to equity holders of the company					65.5
		Wealth Management	Asset Management	Unallocated Assets	Total
		£m	£m	£m	£m
Segment total assets		4,218.8	70.8	0.5	4,290.1

The following table reconciles underlying operating expenses to operating expenses:

		2025	2024
	Note	£m	£m
Underlying operating expenses		685.2	668.3
Charges in relation to client relationships and goodwill	7	45.3	44.6
Acquisition-related costs	4	39.9	83.4
Operating expenses		770.4	796.3

Geographic analysis
The following table presents operating income analysed by the geographical location of the Group entity providing the service:

	2025	2024
	£m	£m
United Kingdom	899.3	874.4
Channel Islands	24.0	21.5
Operating income	923.3	895.9

The following is an analysis of the carrying amount of non-current assets analysed by the geographical location of the assets:

	2025	2024
	£m	£m
United Kingdom	1,063.5	1,075.2
Channel Islands	5.2	3.0
Non-current assets	1,068.7	1,078.2

Timing of revenue recognition
The following table presents operating income analysed by the timing of revenue recognition of the operating segment providing the service:

	2025		2024
	Wealth Management	Asset Management	Wealth Management	Asset Management
	£m	£m	£m	£m
Products and services transferred at a point in time	98.1	-	96.9	-
Products and services transferred over time	739.8	85.4	717.3	81.7
	837.9	85.4	814.2	81.7

Major clients

The Group is not reliant on any one client or group of connected clients for generation of revenues.

4  Acquisition-related and integration costs

During 2025 £39.9 million of material acquisition-related and integration costs were incurred (2024: £83.4 million).

	2025	2024
	£m	£m
Acquisition of Investec Wealth & Investment	39.9	75.5
Acquisition of Saunderson House	-	7.9
Acquisition-related and Integration costs	39.9	83.4

During the year acquisition-related staff costs of £15.0 million (2024: £21.4 million) were incurred. These costs comprised equity-settled share-based payments of £8.0 million (2024: £12.8 million) and cash settled awards of £7.0 million (2024: £8.6 million). These costs were predominately driven by IW&I deferred incentive awards but also include accelerated costs of non-IW&I schemes.

Costs relating to the acquisition of Investec Wealth & Investment (IW&I)

The Group has incurred the following costs in relation to the acquisition of IW&I, summarised by the following classification within the income statement:

		2025	2024
	Note	£m	£m
Integration costs:
Integration related staff costs		28.2	48.3
Other Integration Costs		11.7	27.2
Integration costs		39.9	75.5

Integration-related staff costs of £28.2 million (2024: £48.3 million) predominately relate to deferred incentive awards of £14.6 million (2024: £20.4 million).

Other integration costs of £11.7 million (2024: £27.2 million) includes costs relating to the wind down of IW&I platforms and associated project management and governance costs.

Deferred Incentive awards

Deferred awards and contingent payments were granted to certain IW&I employees under the Rathbones Integration Incentive Scheme. These payments require the recipients of the awards to remain in employment with the Group for the duration of the respective deferral periods, and therefore these amounts have not been included in the accounting for the acquisition under IFRS 3 Business Combinations. The cost for these equity-settled awards is being charged to profit or loss in line with IFRS 2 and spread over each respective vesting period. Details of the share awards are as follows:

	Gross amount	Grant date	Grant date fair value	Final vesting date
	£m		£m
Rathbones Integration Incentive Scheme	39.4	6 October 2023	31.2	22 September 2027

The Rathbone Integration Incentive Scheme award of £39.4 million is payable in shares, and will vest in three equal tranches annually on the second, third and fourth anniversaries of the acquisition completion date, subject to conditions relating to the client migration process. Vesting of the final one-third of the shares on the fourth anniversary of the date of grant will be subject to satisfactory engagement in the client migration process. The gross amount of £39.4 million represents management's best estimate of the extent to which these conditions will be met. The fair value at the date of grant was determined with reference to the share price at the date of grant less the value of expected dividends receivable over the period up to vesting, as no dividends will be receivable during the vesting period. There are no market-related performance conditions attached to these awards.

A Business Enablement award of £6.9 million was also granted during the acquisition year which was payable in cash to different groups of employees in key business enablement functions. The final tranche of the award fully vested during the year on 31 March 2025. There is no longer a liability for this award at the balance sheet date as this has been settled during the year.

In the prior year, two additional awards were granted to certain employees of Rathbones Group Plc, conditional upon the delivery of the integration plan for Rathbones clients. One of the awards vested during the year, while the other is payable in cash in 2027. Both awards have been recognised in accordance with IAS 19.

The charge in the income statement for IW&I specific incentive awards is as follows:

		2025	2024
		£m	£m
Incentivisation awards		14.6	15.9

Costs relating to the acquisition of Saunderson House
No costs have been incurred by the Group during the year in relation to the acquisition of Saunderson House Group. The classification within the income statement of amounts incurred in the prior year is as follows:

		2025	2024
	Note	£m	£m
Acquisition costs:
Staff costs		-	3.3
Integration costs:
Other Integration Costs		-	4.6
Acquisition-related and Integration costs		-	7.9

Integration costs of £nil (2024: £4.6 million) have not been allocated to a specific operating segment (note 3).

Staff costs of £nil (2024: £3.3 million) relate to deferred remuneration.

5  Income tax expense

		2025	2024
	Note	£m	£m
Current tax:
-              charge for the year		51.7	41.1
-              adjustments in respect of prior years		(3.1)	(2.2)
Deferred tax:
-              credit for the year		(11.8)	(6.4)
-              adjustments in respect of prior years		3.8	1.6
Taxation		40.6	34.1

The tax charge in the statement of comprehensive income is higher (2024: higher) than the charge calculated by applying the standard rate of corporation tax in the UK of 25.0% (2024: 25.0%) to the accounting profit.

The differences are explained below:

		2025	2024
		£m	£m
Tax on profit from ordinary activities at the standard rate of 25% (2024: 25%)		38.3	24.9
Effects of:
-              disallowable expenses		3.2	7.1
-              share-based payments		(0.7)	2.9
-              effect of lower tax rates on overseas earnings		(0.9)	(0.8)
-              adjustments in respect of prior year		0.7	(0.6)
-              Tax impact on intra-group dividends		-	0.6
		40.6	34.1

On 11 July 2023, the government of the United Kingdom, where the parent company is incorporated, enacted the Pillar II income taxes legislation effective from 1 January 2024. Under the legislation, the parent company will be required to pay, in the United Kingdom, top-up tax on profits of its subsidiaries located in territories outside the United Kingdom that are taxed at an effective tax rate of less than 15%. We have undertaken a review of the regime and determined that the Group will not be in scope for Pillar II income tax reporting until the year ended 31 December 2026, we will continue to monitor the potential impact on the Group.

6  Dividends

	2025	2024
	£m	£m
Amounts recognised as distributions to equity holders in the year:
- final dividend for the year ended 31 December 2024 of 63.0p (2023: 24.0p) per share	65.8	25.2
- interim dividend for the year ended 31 December 2025 of 31.0p (2024: 30.0p) per share	32.6	31.7
Dividends paid in the year of 94.0p (2024: 54.0p) per share	98.4	56.9
Proposed final dividend for the year ended 31 December 2025 of 68.0p (2024: 63.0p) per share	70.1	65.2

An interim dividend of 31.0p per share was paid on 1 October 2025 to shareholders on the register at the close of business on 5 September 2025 (2024: 30.0p).

A final dividend declared of 68.0p per share (2024: 63.0p) is payable on 13 May 2026 to shareholders on the register at the close of business on 17 April 2026. The final dividend is subject to approval by shareholders at the Annual General Meeting on 7 May 2026 and has not been included as a liability in these financial statements.

7  Intangible assets

	2025	2024
	£m	£m
Goodwill	504.9	504.9
Other intangible assets	442.1	477.8
	947.0	982.7

Goodwill
Goodwill acquired in a business combination is allocated, at acquisition, to the cash-generating units (CGUs) that are expected to benefit from that business combination.

The carrying amount of goodwill has been allocated as follows:

		Wealth Management	Asset Management	Total
		£m	£m	£m
Cost
At 1 January  2024		507.8	1.9	509.7
Other movements		(2.9)	-	(2.9)
At 1 January 2025		504.9	1.9	506.8
Other movements		-	-	-
At 31 December 2025		504.9	1.9	506.8
Impairment
At 1 January  2024		-	1.9	1.9
Charge for the year		-	-	-
At 1 January 2025		-	1.9	1.9
Charge for the year		-	-	-
At 31 December 2025		-	1.9	1.9
Carrying amount at 31 December 2025		504.9	-	504.9
Carrying amount at 31 December 2024		504.9	-	504.9
Carrying amount at 1 January 2024		507.8	-	507.8

Impairment

The recoverable amounts of the CGUs to which goodwill is allocated are assessed using value-in-use calculations. The Group prepares cash flow forecasts derived from the most recent financial budgets approved by the Board, which cover the three year period from the end of the current financial year. This is extrapolated to five years based on recent historic annual revenue and cost growth for each CGU (see table below), adjusted for significant historic fluctuations in industry growth rates where relevant, as well as the Group's expectation of future growth.

A five-year extrapolation period is chosen as this aligns with the period covered by the Group's Internal Capital Adequacy Assessment Process (ICAAP) modelling. A terminal growth rate is applied to year five cash flows, which takes into account the net growth forecasts over the extrapolation period and the long-term economic growth rate. The Group estimates discount rates using pre-tax rates that reflect current market assessments of the time value of money and the risks specific to each CGU.

The pre-tax rate used to discount the forecast cash flows for each CGU is shown in the table below; these are based on a risk-adjusted weighted average cost of capital. The Group judges that these discount rates appropriately reflect the markets in which each CGU operates.

There was no impairment to the goodwill allocated to the Wealth Management CGU during the period. The Group has considered any reasonably foreseeable changes to the assumptions used in the value-in-use calculation and the level of risk associated with those cash flows. Based on this assessment, no such change would result in an impairment of goodwill.

	Wealth Management
At 31 December	2025	2024
Discount rate	15.9%	16.1%
Terminal growth rate	1.4%	1.5%

The terminal growth rate of 1.4% is aligned with current expectations of long-term UK economic growth. The increase in the average annual revenue growth rate since the prior year primarily reflects forecast growth in funds under management. The decrease in the average annual cost growth rate reflects ongoing realisation of synergies from the integration of IW&I into the Group's Wealth Management operating segment.

Other intangible assets

		Client relationships	Software development costs	Purchased software	Total
		£m	£m	£m	£m
Cost
At 1 January  2024		651.0	16.2	59.1	726.3
Internally developed in the year		-	1.0	-	1.0
Acquired through business combinations		(1.2)	-	-	(1.2)
Purchased in the year		11.6	-	0.8	12.4
Disposals		(2.4)	-	(5.5)	(7.9)
At 1 January 2025		659.0	17.2	54.4	730.6
Purchased in the year		13.6	-	0.3	13.9
Disposals		(3.8)	-	-	(3.8)
At 31 December 2025		668.8	17.2	54.7	740.7
Amortisation and impairment
At 1 January  2024		148.3	11.8	48.7	208.8
Amortisation charge		44.6	2.2	5.1	51.9
Disposals		(2.4)	-	(5.5)	(7.9)
At 1 January 2025		190.5	14.0	48.3	252.8
Amortisation charge		45.3	1.6	2.8	49.7
Disposals		(3.9)	-	-	(3.9)
At 31 December 2025		231.9	15.6	51.1	298.6
Carrying amount at 31 December 2025		436.9	1.6	3.6	442.1
Carrying amount at 31 December 2024		468.5	3.2	6.1	477.8
Carrying amount at 1 January 2024		502.7	4.4	10.4	517.5

Purchases of client relationships of £13.6 million (2024: £11.6 million) in the year relate to payments made to investment managers and third parties in respect of the costs to acquire investment management contracts.

8  Provisions

	Deferred, variable costs to acquire investment management contracts	Deferred consideration in business combinations	Legal & compensation	Property- related	Onerous Contract	Total
	£m	£m	£m	£m	£m	£m
At 1 January  2024	4.7	3.3	4.9	11.4	1.2	25.5
Charged to profit or loss	-	-	6.4	13.1	3.1	22.6
Unused amount credited to profit or loss	-	-	(2.6)	(4.9)	(0.2)	(7.7)
Net charge to profit or loss	-	-	3.8	8.2	2.9	14.9
Other movements	11.6	-	-	-	-	11.6
Utilised/paid during the year	(7.9)	(0.7)	(2.6)	(11.2)	(1.5)	(23.9)
At 1 January 2025	8.4	2.6	6.1	8.4	2.6	28.1
Charged to profit or loss	-	-	10.3	1.0	0.2	11.5
Unused amount credited to profit or loss	-	-	(1.6)	(0.5)	(0.2)	(2.3)
Net charge to profit or loss	-	-	8.7	0.5	-	9.2
Other movements	13.5	-	-	(1.8)	-	11.7
Utilised/paid during the year	(3.8)	(2.1)	(2.2)	(1.0)	(0.8)	(9.9)
At 31 December 2025	18.1	0.5	12.6	6.1	1.8	39.1
Payable within 1 year	0.9	0.5	12.6	0.6	1.8	16.4
Payable after 1 year	17.2	-	-	5.5	-	22.7
	18.1	0.5	12.6	6.1	1.8	39.1

Deferred, variable costs to acquire investment management contracts

Deferred consideration recognised represents an estimate of the amount ultimately payable on the investment management contracts . As the final amount payable is not determinable until the end of the contractual period with the relevant investment managers, the balance is classified as a provision rather than an accrual.

Other movements in provisions relate to deferred consideration associated with investment management contracts recognised during the year.

Legal & compensation

During the ordinary course of business the Group may, from time to time, determine that clients have suffered detriment as a result of past events or be subject to complaints or actual or potential legal proceedings (which may include lawsuits brought on behalf of clients or other third parties) both in the UK and overseas. Any such material matters are periodically reassessed, with the assistance of external professional advisers where appropriate, to determine the likelihood of the Group incurring a liability. In those instances where it is concluded that it is more likely than not that a payment will be made and the amount can be estimated reliably, a provision is established, representing the Group's best estimate of the amount required to settle the obligation at the relevant balance sheet date, taking into account any legal or professional advice that has been received and management's expectation of the most likely outcome. The timing of settlement of provisions for client compensation or litigation is dependent, in part, on the duration of negotiations with third parties and the time required to calculate the specific amounts due.

Property-related

Property-related provisions of £6.1 million relate to dilapidation obligations expected to arise in respect of leasehold premises held by the Group (2024: £8.4 million).

During the year, the Group entered into a reversionary lease for 30 Gresham Street, which led to a reassessment of the associated dilapidation provision. As a result, £1.8 million was released and recognised in the statement of comprehensive income.  

Onerous contract

The onerous contract provision of £1.8 million (2024: £2.6 million) relates to the estimated cost to exit contracts that are no longer required as a result of the combination of IW&I with Rathbones, where the term of the contract exceeds the period over which IW&I, or the wider Rathbones Group, is expected to derive benefit from that contract.

Amounts payable after one year

Property-related provisions of £5.5 million are expected to be settled within 13 years of the balance sheet date, which corresponds to the longest lease for which a dilapidations provision is being held. Remaining provisions payable after one year are expected to be settled within 11 years of the balance sheet date. 

9  Long-term employee benefits

Defined contribution pension scheme

The Group operates two defined contribution group personal pension scheme and contributes to various other personal pension arrangements for certain directors and employees. The total contributions made to these schemes during the year were £30.5 million (2024: £32.3 million). The Group also operates a defined contribution scheme for overseas employees, for which the total contributions were £0.2 million (2024: £0.1 million).

Defined benefit pension schemes

The Group operates two defined benefit pension schemes that operate within the UK legal and regulatory framework: the Rathbone 1987 Scheme and the Laurence Keen Retirement Benefit Scheme. The schemes' investments are managed on a discretionary basis, in accordance with the statements of investment principles agreed by the trustees. Scheme assets are held separately from those of the Group.

The trustees of the schemes are required to act in the best interest of the schemes' beneficiaries. The appointment of trustees is determined by the schemes' trust documentation and legislation. The Group has a policy that one third of all trustees should be nominated by members of the schemes.

The Laurence Keen Scheme was closed to new entrants and future accrual with effect from 30 September 1999. Past service benefits continue to be calculated by reference to final pensionable salaries. From 1 October 1999, all the active members of the Laurence Keen Scheme were included under the Rathbone 1987 Scheme for accrual of retirement benefits for further service. The Rathbone 1987 Scheme was closed to new entrants with effect from 31 March 2002 and to future accrual from 30 June 2017.

The schemes are valued by independent actuaries at least every three years using the projected unit credit method, which looks at the value of benefits accruing over the years following the valuation date based on projected salary to the date of termination of services, discounted to a present value using a rate that reflects the characteristics of the liability. The valuations are updated at each balance sheet date in between full valuations. The latest full actuarial valuations were carried out as at 31 December 2022.

In June 2023, the High Court handed down a judgement that casts doubt on the validity of previous pension scheme amendments made by schemes which were previously contracted out. This was in the Court Case of Virgin Media Limited vs NTL Pension Trustees II Limited, where it was determined that a Deed of Amendment was not valid because the accompanying written actuarial confirmation under Section 37 of the Pensions Act 1995 was not present. An appeal to the ruling in July 2024 upheld the original ruling. There remains a risk that the benefits of schemes affected by the ruling turn out to be incorrect. The Rathbone 1987 Scheme was never contracted out and so is not impacted by this ruling, however there could be a potential impact on the Lawrence Keen Scheme if any amendments are found to be invalid. Based on initial advice and subsequent legislative developments, it is considered unlikely that the ruling will have a material impact. The matter will continue to be kept under review.

The assumptions used by the actuaries, to estimate the schemes' liabilities, are the best estimates chosen from a range of possible actuarial assumptions. Due to the timescale covered by the liability, these assumptions may not necessarily be borne out in practice.

The principal actuarial assumptions used, which reflect the different membership profiles of the schemes, were:

	Laurence Keen Scheme		Rathbone 1987 Scheme
	2025	2024	2025	2024
	% (unless stated)	% (unless stated)	% (unless stated)	% (unless stated)
Rate of increase of salaries	n/a	n/a	n/a	n/a
Rate of increase of pensions in payment	3.6	3.7	2.9	3.0
Rate of increase of deferred pensions	3.0	3.2	3.0	3.2
Discount rate	5.6	5.4	5.6	5.4
Inflation*	3.0	3.2	3.0	3.2
Percentage of members transferring out of the schemes per annum	-	0	-	0
Average age of members at date of transferring out (years)	n/a	n/a	n/a	n/a

*Inflation assumptions are based on the Retail Prices Index

Over the year, the financial assumptions have been amended to reflect changes in market conditions. Specifically:

1. the discount rate has increased by 0.15% to reflect an increase in the yields available on AA-rated Corporate Bonds

2. the assumed rate of future inflation has decreased by 0.2% and reflects expectations of long-term inflation as implied by changes in the Bank of England inflation yield curve

3. the assumed rates of future increases to pensions in payment, where linked to inflation, have decreased by 0.1% for both the Rathbone 1987 Scheme and the Laurence Keen Scheme

Over the year the mortality assumptions have been updated. The standard mortality tables known as Series 4 tables (2024: Series 4) are used, with the 'Light' version of the tables used to reflect an expectation that members of the schemes will experience longer than average life expectancies. The CMI model used to project future improvements in mortality has been updated from the 2023 version to the 2024 version.

The proportion of members assumed to be married at retirement age is 80% (2024: 80%).

The assumed duration of the liabilities for the Laurence Keen Scheme is 12 years (2024: 12 years) and the assumed duration for the Rathbone 1987 Scheme is 15 years (2024: 15 years).

The normal retirement age for members of the Laurence Keen Scheme is 65 (60 for certain former directors). The normal retirement age for members of the Rathbone 1987 Scheme is 60 for service prior to 1 July 2009 and 65 thereafter, following the introduction of pension benefits based on Career-Average Revalued Earnings (CARE) from that date.

The assumed life expectancies on retirement were:

		2025		2024
		Males	Females	Males	Females
Retiring today:	aged 60	27.7	29.3	27.4	29.2
	aged 65	23.0	24.4	22.7	24.2
Retiring in 20 years:	aged 60	29.5	31.1	29.2	31.0
	aged 65	24.4	26.1	24.2	25.9

The amount included in the balance sheet arising from the Group's assets in respect of the schemes is as follows:

	2025			2024
	Laurence Keen Scheme £m	Rathbone 1987 Scheme £m	Total £m	Laurence Keen Scheme £m	Rathbone 1987 Scheme £m	Total £m
Present value of defined benefit obligations	(6.1)	(82.5)	(88.6)	(6.2)	(81.7)	(87.9)
Fair value of scheme assets	6.4	82.8	89.2	6.5	81.9	88.4
Net defined benefit asset	0.3	0.3	0.6	0.3	0.2	0.5

The amounts recognised in profit or loss, within operating expenses, are as follows:

	2025			2024
	Laurence Keen Scheme £m	Rathbone 1987 Scheme £m	Total £m	Laurence Keen Scheme £m	Rathbone 1987 Scheme £m	Total £m
Interest expense	-	-	-	-	(0.4)	(0.4)
	-	-	-	-	(0.4)	(0.4)

Remeasurements of the net defined benefit asset have been reported in other comprehensive income.

Movements in the present value of defined benefit obligations were as follows:

	2025			2024
	Laurence Keen Scheme £m	Rathbone 1987 Scheme £m	Total £m	Laurence Keen Scheme £m	Rathbone 1987 Scheme £m	Total £m
At 1 January	6.3	81.7	88.0	7.3	93.8	101.1
Interest cost	0.3	4.3	4.6	0.4	4.1	4.5
Actuarial experience gains/(losses)	-	0.8	0.8	-	(0.1)	(0.1)
Actuarial gains/(losses) arising from:
-              demographic assumptions	0.1	2.1	2.2	(0.1)	(0.4)	(0.5)
-              financial assumptions	(0.2)	(3.5)	(3.7)	(0.8)	(12.8)	(13.6)
Past service cost	-	-	-	-	-	-
Benefits paid	(0.4)	(2.9)	(3.3)	(0.6)	(2.9)	(3.5)
At 31 December	6.1	82.5	88.6	6.2	81.7	87.9

Movements in the fair value of scheme assets were as follows:

	2025			2024
	Laurence Keen Scheme £m	Rathbone 1987 Scheme £m	Total £m	Laurence Keen Scheme £m	Rathbone 1987 Scheme £m	Total £m
At 1 January	6.5	81.9	88.4	8.2	99.9	108.1
Remeasurement of net defined benefit asset/(liability)
-              interest income	0.3	4.4	4.7	0.4	4.4	4.8
-              return on scheme assets (excluding amounts included in interest income)	-	(0.6)	(0.6)	(1.5)	(23.2)	(24.7)
Contributions from the sponsoring companies	-	-	-	-	3.7	3.7
Benefits paid	(0.4)	(2.9)	(3.3)	(0.6)	(2.9)	(3.5)
At 31 December	6.4	82.8	89.2	6.5	81.9	88.4

On 9 April 2024 both Schemes invested in a bulk annuity policy to match their liabilities as part of a 'buy-in' process. The Schemes' assets are therefore almost entirely invested in bulk policies, with some residual funds in the Schemes' bank accounts or cash deposits. In accordance with IAS 19, the fair value of the bulk annuity policies has been calculated to be equal to the value of the liabilities the policies cover. The actual return on scheme assets was a rise in value of £0.3 million (2024: fall of £1.2 million) for the Laurence Keen Scheme and a rise in value of £3.8 million (2024 fall of £18.7 million) for the Rathbones 1987 scheme.

Following the purchase of the bulk annuities which match the Schemes' liabilities, the risks relating to interest rates, inflation and mortality have been transferred to the insurer. The residual risks to the Group arising from both schemes are in respect of the following:

-              counterparty default risk - risk of insurer default is considered low, with a number of protections in place against this.

-              risk that there are changes to the premium - final premium payable to the insurer is subject to confirmation following a period of data cleanse, no significant adjustments expected.

-              Regulatory risk - there is a risk that external events outside the control of the trustees and Company lead to unexpected liabilities, which are not covered by the bulk annuity policy.

-              Policy risk - whilst considerable effort was made to ensure that the bulk annuity policies cover all liabilities of the Schemes, there is the potential for some unintentional mismatches to arise where there has been a misinterpretation of the Schemes' rules or incorrect data provided to the insurer.

The analysis of the scheme assets, measured at bid prices, at the balance sheet date was as follows:

	2025	2024	2025	2024
Laurence Keen Scheme	Fair value £m	Fair value £m	Current allocation %	Current allocation %
Liability-driven investments	-	-	-	-
Cash	0.3	0.4	5.0	5.0
Annuities	6.1	6.1	95.0	95.0
At 31 December	6.4	6.5	100.0	100.0

	2025	2024	2025	2024
Rathbone 1987 Scheme	Fair value £m	Fair value £m	Current allocation %	Current allocation %
Liability-driven investments	-	-	-	-
Cash	0.3	0.2	-	-
Annuities	82.5	81.7	100.0	100.0
At 31 December	82.8	81.9	100.0	100.0

The key assumptions affecting the results of the valuation are the discount rate, future inflation, mortality. In order to demonstrate the sensitivity of the results to these assumptions, the actuary has recalculated the defined benefit obligations for each scheme by varying each of these assumptions in isolation whilst leaving the other assumptions unchanged. Changes to these assumptions of a different, but similar, magnitude would result in a broadly proportional change in these figures. Where the changes to these assumptions are more significant the impact will be more significant, but potentially not proportional. These events within the sensitivity analysis are unlikely to occur in isolation. For example, in order to demonstrate the sensitivity of the results to the discount rate, the actuary has recalculated the defined benefit obligations for each scheme using a discount rate that is 0.5% higher than that used for calculating the disclosed figures. A similar approach has been taken to demonstrate the sensitivity of the results to the other key assumptions. A summary of the sensitivities in respect of the total of the two schemes' defined benefit obligations is set out below.

	Combined impact on schemes' liabilities
	(Decrease)/increase £m	(Decrease)/increase %
0.5% increase in:
-              discount rate	(6.7)	(7.6)
0.5% increase in:
-              rate of inflation	4.0	4.5
1-year increase to:
-              longevity at 60	3.8	4.3

No contributions were made by the Group to the 1987 Scheme during the year (2024: £3.7 million).

There have been no contributions (2024: £nil) made by the Group to the Laurence Keen Scheme during the year.

Per IAS 19, companies are required to limit the value of any defined benefit asset to the lower of the surplus in the plan and the defined benefit asset ceiling, where the asset ceiling is the present value of economic benefits available in the form of refunds from the plan or reductions in future contributions to the plan. The company expects to access any surplus assets remaining in the plan once all members have left after gradual settlement of the liabilities. Therefore, the net asset is deemed to be recoverable and the effect of the asset ceiling is £nil.

10 Fair values

The Group recognises transfers between levels of the fair value hierarchy at the end of the reporting period during which the change has occurred. There have been no transfers between levels during the year (2024: none).

The fair values of the Group's other financial assets and liabilities are not materially different from their carrying values, with the exception of the following:

-  Investment debt securities measured at amortised cost comprise bank and building society certificates of deposit, which have fixed coupons, and treasury bills. The fair value of the debt securities at 31 December 2025 was £1,865.7 million (2024: £1,249.4 million) and the carrying value was £1,864.3 million (2024: £1,278.2 million). Fair value of debt securities is based on market bid prices, and hence would be categorised as level 1 within the fair value hierarchy.

-  Subordinated loan notes comprise Tier 2 loan notes. The fair value of the loan notes at 31 December 2025 was £31.7 million (2024: £34.2 million) and the carrying value was £39.9 million (2024: £39.9 million). Fair value of the loan notes is based on discounted future cash flows using current market rates for debts with similar remaining maturity, and hence would be categorised as level 2 in the fair value hierarchy.

Level 3 financial instruments

Fair value through profit or loss

At 31 December 2023, the Group held 517 shares in Euroclear Holdings SA, which were valued at £1.2 million by reference to the price secured from the sale of 1,292 of the Group's shares during 2023. In 2024, the Group sold its total remaining shares in Euroclear at the same price used to value its shareholding at 31 December 2023.

Changes in the fair values of financial instruments categorised as level 3 within the fair value hierarchy were as follows:

	2025	2024
At 1 January	-	1.2
Total unrealised gains/(losses) recognised in profit or loss	-	-
Total disposals	-	(1.2)
At 31 December	-	-

The gains or losses relating to the fair value through profit or loss equity securities is included within 'other operating income' in the consolidated statement of comprehensive income.

There were no other gains or losses arising from changes in the fair value of financial instruments categorised as level 3 within the fair value hierarchy.

11  Earnings per share

Earnings used to calculate earnings per share on the bases reported in these financial statements were:

		2025			2024
		Pre-tax	Taxation	Post-tax	Pre-tax	Taxation	Post-tax
	Note	£m	£m	£m	£m	£m	£m
Underlying profit attributable to shareholders of the Company		238.1	(60.7)	177.4	227.6	(59.9)	167.7
Charges in relation to client relationships and goodwill	7	(45.3)	10.1	(35.2)	(44.6)	10.2	(34.4)
Acquisition-related costs	4	(39.9)	10.0	(29.9)	(83.4)	15.6	(67.8)
Profit attributable to shareholders of the Company		152.9	(40.6)	112.3	99.6	(34.1)	65.5

Basic earnings per share has been calculated by dividing profit attributable to shareholders by the weighted average number of shares in issue throughout the year, excluding own shares, of 104,078,246 (2024: 103,729,536). This includes 17,481,868 convertible non-voting shares issued as consideration for the IW&I transaction.

Diluted earnings per share is the basic earnings per share, adjusted for the effect of contingently issuable shares and outstanding employee share options.

	2025	2024
Weighted average number of ordinary shares in issue during the year - basic	104,078,246	103,729,536
Dilutive effect of share options and awards	3,243,302	4,481,773
Weighted average number of diluted ordinary shares outstanding	107,321,548	108,211,309

	2025	2024
Earnings per share for the year attributable to equity holders of the company:
-              basic	107.9p	63.0p
-              diluted	104.7p	60.4p
Underlying earnings per share for the year attributable to equity holders of the company:
-              basic	170.5p	161.6p
-              diluted	165.3p	154.9p

Underlying earnings per share is calculated in the same way as earnings per share, but by reference to underlying profit attributable to shareholders.

12  Related party transactions

Transactions with key management personnel

The remuneration of the key management personnel of the Group, who are defined as the company's directors and other members of senior management who are responsible for planning, directing and controlling the activities of the Group, is set out below.

Gains on options exercised by directors during the year totalled £nil (2024: £nil). Further information about the remuneration of individual Directors is provided in the audited part of the Directors' remuneration report.

	2025	2024
	£m	£m
Short-term employee benefits	6.5	8.4
Other long-term benefits	-	(0.1)
Share-based payments	2.7	2.4
	9.2	10.7

Dividends totalling £0.3 million were paid in the year (2024: £0.2 million) in respect of ordinary shares held by key management personnel and their close family members.

At 31 December 2025, key management personnel and their close family members had gross outstanding deposits of £1.7 million (2024: £0.9 million) and gross outstanding banking loans of
£nil (2024:  £nil ). A number of the Group's key management personnel and their close family members make use of the services provided by companies within the Group. Charges for such services are made at various staff rates. All transactions were made on normal business terms.

Other related party transactions

The Group's transactions with the pension funds are described in note 9. At 31 December 2025, no amounts were outstanding with either the Laurence Keen Scheme or the Rathbone 1987 Scheme (2024: none).

On 21 September 2023, the Group completed its acquisition of 100% of the ordinary share capital of Investec Wealth & Investment Limited (IW&I) from Investec Bank plc. Full details of the acquisition are set out in note 4 of the 2023 annual report and accounts.

Total consideration transferred to Investec Bank plc of £751.9 million comprised a share issue of 27,056,463 ordinary shares and 17,481,868 convertible non-voting ordinary shares. Based on Rathbones' issued share capital at completion, the total shares transferred to Investec Bank plc amounted to an economic interest in Rathbones Group Plc of 41.25% but, in accordance with the terms of the acquisition, 29.9% of the total voting rights in Rathbones Group Plc.

As a result of the IW&I transaction, Rathbones Group Plc is an associate of Investec Bank plc. Investec Bank plc currently provide services to Rathbones Group Plc under a Transitional Services Agreement (TSA), entered into on acquisition of IW&I. In April 2024 an Outsourced Service Agreement (OSA) was established.

As at 31 December 2025 there was a gross payable balance with Investec Bank plc of £0.7 million (2024: £12.6 million) which relates to services provided under the TSA and OSA agreements. In addition, there was a gross receivable balance of £2.6 million (2024: £6.4 million), which relates to recovery of tax on the prior year consideration received of £5.1 million. IW&I also has a small number of legacy client-related arrangements with Investec Bank plc.

The total expense recognised with respect to Investec Bank plc in the period is as follows:

	2025	2024
	£m	£m
Expense incurred under TSA	5.2	10.7
Expense incurred under OSA	16.6	13.4
Expenses incurred on behalf of clients	1.1	0.5
	22.9	24.6

IW&I partially sublets certain regional office space to Investec Bank plc companies and in 2024 charges were made to Investec Bank plc for use of research, these recharges ceased in 2025. Total fees receivable under these arrangements at 31 December 2025 are as follows:

	2025	2024
	£m	£m
Research fees	-	0.2
Property fees	0.5	0.4
	0.5	0.6

One Group subsidiary, Rathbones Asset Management Limited, has authority to manage the investments within a number of unit trusts. During 2025, the Group managed 27 unit trusts, Sociétés d'Investissement à Capital Variable (SICAVs) and open-ended investment companies (OEICs) (together, 'collectives') (2024: 28 unit trusts and OEICs).

The Group charges each fund an annual management fee for these services, but does not earn any performance fees on the unit trusts. The management charges are calculated on the bases published in the individual fund prospectuses, which also state the terms and conditions of the management contract with the Group.

The following transactions and balances relate to the Group's interest in the unit trusts:

		2025	2024
Year ended 31 December		£m	£m
Total management fees		85.4	82.7
		2025	2024
As at 31 December		£m	£m
Management fees owed to the Group		7.5	7.2
		7.5	7.2

Total management fees are included within 'fee and commission income' in the consolidated statement of comprehensive income.

Management fees owed to the Group are included within 'accrued income'.

All amounts outstanding with related parties are unsecured and will be settled in cash. No guarantees have been given or received. No expected credit loss provisions have been made in respect of the amounts owed by related parties.

13  Consolidated statement of cash flows

For the purposes of the consolidated statement of cash flows, cash and cash equivalents comprise the following balances with less than three months until maturity from the date of acquisition:

		2025	2024
	Note	£m	£m
Cash and balances at central banks		1,504.0	1,166.0
Loans and advances to banks		264.7	293.2
At 31 December		1,768.7	1,459.2

Cash flows arising from the issue/(repurchase) of ordinary shares comprise:

		2025	2024
	Note	£m	£m
Share capital issued		-	0.1
Share premium on shares issued		6.9	5.5
Proceeds from issue of share capital		6.9	5.6
Share buy back		(36.1)	-
Shares repurchased and placed into own shares		(18.9)	(22.0)
Net issue/(repurchase) of ordinary shares		(48.1)	(16.4)

During the year, £18.9 million (2024: £22.0 million) of shares were repurchased and recognised within the Group's own shares. 

A reconciliation of the movements of financing liabilities and equity to cash flows arising from financing activities is as follows:

	Subordinated loan notes £m	Lease liabilities £m	Liabilities from financing activities £m	Share capital/ premium £m	Reserves £m	Retained earnings £m	Total equity £m	Total £m
At 1 January 2025	39.9	44.8	84.7	323.3	756.3	279.8	1,359.4	1,444.1
Changes from financing cash flows
Proceeds from issue of share capital	-	-	-	6.9	-	-	6.9	6.9
Payments for share repurchases	-	-	-	-	(18.9)	-	(18.9)	(18.9)
Share buy back	-	-	-	(0.1)	0.1	(36.1)	(36.1)	(36.1)
Dividends paid	-	-	-	-	-	(98.4)	(98.4)	(98.4)
Interest paid	(2.3)	(2.9)	(5.2)	-	-	-	-	(5.2)
Payment for lease liabilities	-	(7.0)	(7.0)	-	-	-	-	(7.0)
Payment on exit of property leases	-	-	-	-	-	-	-	-
Total financing cash flows	(2.3)	(9.9)	(12.2)	6.8	(18.8)	(134.5)	(146.5)	(158.7)
Cancellation of Share Premium	-	-	-	(317.8)	-	317.8	-	-
Total non-cash movements1	2.3	40.0	42.3	(317.8)	23.7	433.2	139.1	181.4
At 31 December 2025	39.9	74.9	114.8	12.3	761.2	578.5	1,352.0	1,466.8
1.  Non-cash movements during the year relate to interest expense, additions to lease liabilities, cost of own shares vesting in reserves,  and other movements in retained earnings per the SOCIE

	Subordinated loan notes £m	Lease liabilities £m	Liabilities from financing activities £m	Share capital/ premium £m	Reserves £m	Retained earnings £m	Total equity £m	Total £m
At 1 January  2024	39.9	74.9	114.8	317.7	768.8	263.7	1,350.2	1,465.0
			-
Changes from financing cash flows			-
Proceeds from issue of share capital	-	-	-	5.6	-	-	5.6	5.6
Payments for share repurchases	-	-	-	-	(22.0)	-	(22.0)	(22.0)
Dividends paid	-	-	-	-	-	(56.9)	(56.9)	(56.9)
Interest paid	(2.3)	(2.8)	(5.1)	-	-	-	-	(5.1)
Payment for lease liabilities	-	(9.7)	(9.7)	-	-	-	-	(9.7)
Payment on exit of property leases	-	(11.2)	(11.2)	-	-	-	-	(11.2)
Total financing cash flows	(2.3)	(23.7)	(26.0)	5.6	(22.0)	(56.9)	(73.3)	(99.3)
Total non-cash movements	2.3	(6.4)	(4.1)	-	9.5	73.0	82.5	78.4
At 31 December 2024	39.9	44.8	84.7	323.3	756.3	279.8	1,359.4	1,444.1

14  Events after the balance sheet date

Subsequent to the year end, the £50 million share buyback programme was completed on 16 February 2026, with an additional 644,534 ordinary shares purchased and cancelled. On 27 February 2026 the board announced an extension to the programme of up to £20 million, subject to regulatory approval. The buyback forms part of the Group's broader capital allocation strategy.

There have been no other material events occurring between the balance sheet date and the date of signing this report.

Alternative performance measures

Alternative Performance Measures (APMs) are a financial measure of historical or future financial performance, financial position, or cash flow, other than a financial measure under IFRS.

Reconciliation of underlying performance measures to closest equivalent IFRS measures
		2025	2024
	Note	£m (unless stated)	£m (unless stated)
Operating income		923.3	895.90
Underlying operating expenses		(685.2)	(668.30)
Underlying profit before tax1		238.1	227.60
Charges in relation to client relationships and goodwill	7	(45.3)	(44.60)
Acquisition-related and integration costs	4	(39.9)	(83.40)
Profit before tax		152.9	99.60
Taxation	5	(40.6)	(34.10)
Profit after tax		112.3	65.50
Underlying profit after tax2	11	177.4	167.70
Operating margin		16.6%	11.1%
Underlying operating margin3		25.8%	25.4%
Weighted average number of shares in issue	11	104.1m	103.7m
Earnings per share (p)	11	107.9p	63.0p
Underlying earnings per share (p)4	11	170.5p	161.6p
Monthly average total equity		1,358.8	1,363.5
Underlying monthly average total equity5		1,397.4	1,401.0
ROCE6		8.3%	4.8%
Underlying ROCE7		13.1%	12.0%
1.  Operating income less underlying operating expenses 2.  Underlying profit before tax adjusted for tax on underlying operating expenses 3.  Underlying profit before tax as a percentage of operating income 4.  Underlying profit after tax divided by the weighted average number of shares in issue 5.  Monthly average equity adjusted for underlying operating expenses 6.  Profit after tax as a percentage of monthly average total equity 7.  Underlying profit after tax as a percentage of monthly average total equity. The calculation has been amended relative to the prior year so that total equity is used in the calculation. This is to allow a more meaningful calculation of this metric. Of the increase of 110bps during 2025, 40bps of the total movement is due to the change in calculation methodology

In line with our business policy, we have classified charges in relation to client relationship intangibles and acquisition-related and integration costs as non-underlying costs, these are excluded from underlying profit.

Charges in relation to client relationships and goodwill (note 7)

As explained in notes 1.14 and 2.1, client relationship intangible assets are recognised when the Group acquires a business or investment management contracts as a result of the recruitment of experienced investment managers who have the capability to attract significant FUMA to the Group.

These intangible assets are amortised over the expected duration of the respective client relationships. Amortisation of £45.3 million has been charged to the income statement (2024: £44.6 million). This represents a significant non-cash profit and loss item which is excluded from underlying profit in order to present an alternative measure that represents largely cash-based results of the financial reporting period. Research analysts commonly exclude these amortisation costs when comparing the performance of firms in the wealth management industry.

Acquisition-related and integration costs (note 4)

Acquisition and integration-related costs are significant non-recurring costs that arise from strategic investments and corporate transactions to grow the business rather than from the business' operating activities, and are therefore excluded from underlying results.

These costs primarily comprise professional fees directly related to the execution of the relevant transaction, certain elements of deferred consideration payable to the vendors of acquired businesses that are conditional upon their continued employment with the Group, and the non‑recurring costs of integrating the acquired businesses with those of the existing Group.

During 2025, £39.9 million of integration costs (2024: £75.5 million, acquisition and integration related) have been incurred in relation to the IW&I integration. This comprised £28.2 million of integration related staff costs (2024: £48.3 million), and £11.7 million of other integration costs (2024: £27.2 million), which form part of the total expected costs to deliver the integration and achieve the related synergies. Acquisition-related legal and professional costs of £nil were incurred in the prior year relating to the execution of the transaction. No acquisition-related legal and professional costs were recognised as non-underlying costs in 2025.

Synergies achieved

Synergies recognised relating to the integration of IW&I are income or cost benefits to the Group which have arisen as a direct result of the integration. Synergies are tracked relative to a 2022 baseline with the reported amount being the annualised benefit to the income statement of synergies realised by the reporting date.

Deferred consideration

Deferred consideration costs are significant payments that form part of the total consideration payable under the terms of the acquisition agreement and are considered to be capital in nature, reflecting the cost to acquire the business and the transfer of its ownership. However, in accordance with IFRS 2, any deferred consideration that is payable to former shareholders of the acquired business who are required to remain in employment with the Group for a certain period must be treated as remuneration and expensed to the income statement over the period to which the employment condition applies.

In 2025, no deferred consideration payments payments were charged to the income statement in relation to the acquisition of Saunderson House (2024: £3.3 million).

Taxation

The corporation tax charge for 2025 was £40.6 million (2024: £34.1 million) (see note 10). The effective tax rate reduced to 26.6% in 2025 (2024: 34.2%), with the rate normalising as the impact of disallowable expenses incurred as a result of the IW&I acquisition no longer present.

The effective tax rate is expected to normally be around 2 percentage points above the statutory rate as a result of normal levels of disallowable costs.

Basic earnings per share

Basic earnings per share for the year ended 31 December 2025 were 107.9p (2024: 63.0p). On an underlying basis, basic earnings per share were 170.5p in 2025, compared to 161.6p in 2024 (see note 12). The increase in the year reflects the benefit to both underlying and statutory profit after tax of higher income growth and synergy delivery along with the share buyback over the second half of the year. Statutory profit also increased as a result of the reduction in integration costs incurred during the year.

Return on capital employed

The Board monitors the underlying return on capital employed (ROCE) as a key performance measure. For monitoring purposes, underlying ROCE is defined as underlying profit after tax expressed as a percentage of average total equity for the year.

Assessment of underlying return on capital is a key consideration for all investment decisions, particularly in relation to acquired growth.

In 2025, underlying ROCE was 13.1%¹ (2024: 12.0%) and statutory ROCE was 8.3% in 2025 (2024: 4.8%), both measures have improved due to higher income growth and synergy delivery along with the share buyback over the second half of the year. Statutory ROCE also benefitted from the reduction in integration costs incurred during the year.

1.  The calculation has been amended relative to the prior year so that total equity is used in the 2025 calculation. This is to allow a more meaningful calculation of this metric. Of the increase of 110bps during 2025, 40bps of the total movement is due to the change in calculation methodology.

INDEPENDENT AUDITOR'S REPORT TO THE SHAREHOLDERS OF RATHBONES GROUP PLC ON THE PRELIMINARY ANNOUNCEMENT OF RATHBONES GROUP PLC

As the independent auditor of Rathbones Group Plc we are required by UK Listing Rule LR 9.7A.1(2)R to agree to the publication of Rathbones Group Plc's preliminary announcement statement of annual results for the period ended 31 December 2025.

The preliminary statement of annual results for the period ended 31 December 2025 includes:

-  Disclosures required by the Listing Rules;

-  Chair's statement;

-  Group Chief Executive Officer's review;

-  Group Chief Financial Officer's review;

-  Financial performance;

-  Financial position;

-  Liquidity and cash flow;

-  Risk management and control;

-  Principal risks;

-  Consolidated statement of comprehensive income;

-  Consolidated statement of changes in equity;

-  Consolidated statement of financial position sheet;

-  Consolidated statement of cash flows; and

-  Notes 1 to 14 to the preliminary announcement.

We are not required to agree to the publication of presentations to analysts, trading statements, interim management statements.

The directors of Rathbones Group Plc are responsible for the preparation, presentation and publication of the preliminary statement of annual results in accordance with the UK Listing Rules.

We are responsible for agreeing to the publication of the preliminary statement of annual results, having regard to the Financial Reporting Council's Bulletin "The Auditor's Association with Preliminary Announcements made in accordance with UK Listing Rules".

Status of our audit of the financial statements

Our audit of the annual financial statements of Rathbones Group Plc is complete and we signed our auditor's report on 26 February 2026. Our auditor's report is not modified and contains no emphasis of matter paragraph.

Our audit report on the full financial statements sets out the following key audit matters which had the greatest effect on our overall audit strategy; the allocation of resources in our audit; and directing the efforts of the engagement team, together with how our audit responded to those key audit matters and the key observations arising from our work. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we did not provide a separate opinion on these matters.

Fee rates charged to generate investment management fee income

Key audit matter description

We have refined our key audit matter around investment management income to specifically focus on the fee rates applied in the income calculation due to the significant increase in the volume of new fee rate set-ups and fee rate amendments in the financial year due to the migration of legacy IW&I clients onto the Rathbones platform.   

As detailed in the summary of principal accounting policies in notes 1 and 3 (included within note 3 to this announcement), operating income comprises net investment management fee income of £667.1 million (2024: £654.5 million). Investment management ("IM") fees from the wealth management segment account for approximately 63.3% (2024: 64.2%) of total operating income standing at £584.6 million (2024: 575.1 million) as noted within the Strategic Report.         

The Group's history of acquisitions and long-standing client relationships has resulted in a large volume of fee   structures. The migration of legacy IW&I clients onto the Rathbones platform resulted in a significant increase in the volume of new fee rate set-ups and fee rate amendments in the financial year. This, combined with the manual processing of the fee rate changes, gave greater potential for error. As remuneration schemes for investment managers often link to fee generation, we also consider this to be a potential fraud risk area.    

Due to the time and resources utilised in the audit, we have determined fee rates charged to client accounts to generate investment management fee income in the wealth management segment   to be a key audit matter.

How the scope of our audit responded to the key audit matter

To address the identified key audit matter we have performed the following audit procedures:     

Tested the relevant IT controls supporting the investment management fee income recognised in the wealth management segment. We also tested the relevant manual controls for Rathbones Investment Management Limited ('RIM') and obtained an understanding of the relevant manual controls in Rathbones Investment Management International Limited ('RIMI') and Investec Wealth & Investment Limited ('IW&I').      

Agreed a sample of management fee rates through to client agreements and correspondence, with a focus on new and amended fee rates. Where manual fee rate amendments were made to system generated fees, we inspected evidence of appropriate authorisation and rationale from the investment manager.  

Recalculated a sample of fee charges to gain comfort over the system generated fees within IW&I.

Engaged with our data analytics specialists to perform a recalculation of the fees to gain comfort over the system generated fees within RIM and RIMI.      

Key observations

We concluded that the fee rates charged to generate investment management fee income are appropriate the year ended 31 December 2025.              

Classification and disclosure of acquisition and integration costs  

Key audit matter description

The Group recognised £39.9 million (2024: £83.4 million) of acquisition and integration costs.     

The classification of acquisition and integration costs relies on judgement, and increases the potential for management bias, especially considering that certain management remuneration schemes are linked to the integration's success and the realisation of synergies.

Furthermore, we note that throughout the annual report and within the Group's other public announcements, underlying profit and underlying earnings per share are key performance indicators for the Group and an area of increased focus by investors. They are adjusted for acquisition and integration costs, as disclosed in notes 3 and 8 (included within notes 3 and 4 to this announcement) as well as reported as key Alternative Performance Measures ("APMs") of the Group in the strategic report on page 3. Because this gives rise to an incentive to misclassify expense as acquisition and integration costs, we have identified this as a key audit matter with the potential for fraud.        

How the scope of our audit responded to the key audit matter

We have obtained an understanding of the relevant controls in place in relation to the classification of acquisition and integration costs.

We assessed the appropriateness of the Group's policy in recognising acquisition and integration related costs.   We also examined the year-on-year consistency of the policy.

We have assessed management's judgment for the recognition and classification of the expenses, and whether these were incurred as part of the acquisition and integration activities.

For a sample of expenses, we have assessed the nature of expenses and assessed management's rationale   for classification of these costs against management's policy.

We have assessed the appropriateness of disclosure   included within the financial statement to determine whether all required information has been included for acquisition and integration costs. 

Key observations

We have concluded that the classification and disclosure of acquisition and integration expenses is appropriate for the year ended 31 December 2025

Executive remuneration and executive share based payments 

Key audit matter description

As noted within the strategic report on page 80, Paul Stockon announced his retirement as CEO of the Rathbones Group in March 2025 and Jonathan Sorrell was subsequently appointed to the Board in August 2025. The change in CEO and further executive team changes in the final quarter of 2025 resulted in additional complexities regarding the accounting treatment of new and existing management incentive and share-based payment awards.

Specifically, there was additional complexity concerning grant dates, vesting periods, performance conditions which link to KPIs, and the introduction of share accelerations. These factors, coupled with the complexity and limited comparability of the unique disclosures with respect to each director's remuneration make this a potential fraud risk area.

Overall, the Group expensed £3.98 million in the current year relating to the granting of new awards and acceleration of existing awards impacted by the executive team changes within the Executive Share Performance Plan ("ESPP").

Given the one-off nature of these awards, sensitivity of the directors' remuneration to the users of the financial statements and relative quantum, we consider executive remuneration to be a key audit matter.

How the scope of our audit responded to the key audit matter

To address the identified key audit matter, we performed the following procedures: 

Obtained an understanding of relevant controls over the accounting for the acceleration of Paul Stockton's awards and Jonathan Sorrell's new remuneration package.

Conducted inquiries with Company Secretary and the Head of the Remuneration Committee to understand the nature of the remuneration arrangements and the policies applied.

With involvement of our share-based payment specialists, we assessed management's valuations for the grant date fair value and the accounting treatment relating to the senior leadership change on the ESPP scheme.

Assessed the key complexities and assumptions within the share-based payment calculations   including the probability of vesting conditions being met, specifically relating to the revised performance conditions and partial performance periods arising due to the acceleration.   

Tested the mechanical accuracy of the models supporting the calculations , including a recalculation of the spreading of the costs in line with contractual arrangements, and testing the completeness and accuracy of the underlying data by agreeing key details to service agreements and termination agreements. 

With involvement of our remuneration specialists, we assessed the directors' remuneration disclosure within the financial statements and audited element of the remuneration report on page 101 (included within this announcement).       

Key observations

We have concluded that executive remuneration and executive share based payments are appropriately recognised and disclosed for the year ended 31 December 2025.

Procedures performed to agree to the preliminary announcement of annual results

In order to agree to the publication of the preliminary announcement of annual results of Rathbones Group Plc we carried out the following procedures:

-  checked that the figures in the preliminary announcement covering the full year have been accurately extracted from the audited or draft financial statements and reflect the presentation to be adopted in the audited financial statements;

-  considered whether the information (including the management commentary) is consistent with other expected contents of the annual report;

-  considered whether the financial information in the preliminary announcement is misstated;

-  considered whether the preliminary announcement includes a statement by directors as required by section 435 of CA 2006 and whether the preliminary announcement includes the minimum information required by UKLA Listing Rule 9.7A.1;

-  where the preliminary announcement includes alternative performance measures ("APMs"), considered whether appropriate prominence is given to statutory financial information and whether:

•  the use, relevance and reliability of APMs has been explained;

•  the APMs used have been clearly defined, and have been given meaningful labels reflecting their content and basis of calculation;

•  the APMs have been reconciled to the most directly reconcilable line item, subtotal or total presented in the financial statements of the corresponding period; and

•  comparatives have been included, and where the basis of calculation has changed over time this is explained.

-  read the management commentary, any other narrative disclosures and any final interim period figures and considered whether they are fair, balanced and understandable.

Use of our report

Our liability for this report, and for our full audit report on the financial statements is to the company's members as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for our audit report or this report, or for the opinions we have formed.

Simon Cleveland, FCA (Senior statutory auditor)

For and on behalf of Deloitte LLP

Statutory Auditor

London, United Kingdom

26 February 2026

 

END