iso4217:EURiso4217:EURxbrli:shares549300GSUZI1V3BEXQ362025-12-31549300GSUZI1V3BEXQ362024-12-31549300GSUZI1V3BEXQ362025-01-012025-12-31549300GSUZI1V3BEXQ362024-01-012024-12-31549300GSUZI1V3BEXQ362024-12-31ifrs-full:IssuedCapitalMember549300GSUZI1V3BEXQ362024-12-31ifrs-full:SharePremiumMember549300GSUZI1V3BEXQ362024-12-31ifrs-full:TreasurySharesMember549300GSUZI1V3BEXQ362024-12-31ifrs-full:ReserveOfSharebasedPaymentsMember549300GSUZI1V3BEXQ362024-12-31flo:ReserveOfExchangeDifferencesOnTranslationAndHedgesOfNetInvestmentsInForeignOperationsMember549300GSUZI1V3BEXQ362024-12-31ifrs-full:ReserveOfGainsAndLossesOnFinancialAssetsMeasuredAtFairValueThroughOtherComprehensiveIncomeMember549300GSUZI1V3BEXQ362024-12-31ifrs-full:RetainedEarningsMember549300GSUZI1V3BEXQ362025-01-012025-12-31ifrs-full:IssuedCapitalMember549300GSUZI1V3BEXQ362025-01-012025-12-31ifrs-full:SharePremiumMember549300GSUZI1V3BEXQ362025-01-012025-12-31ifrs-full:TreasurySharesMember549300GSUZI1V3BEXQ362025-01-012025-12-31ifrs-full:ReserveOfSharebasedPaymentsMember549300GSUZI1V3BEXQ362025-01-012025-12-31flo:ReserveOfExchangeDifferencesOnTranslationAndHedgesOfNetInvestmentsInForeignOperationsMember549300GSUZI1V3BEXQ362025-01-012025-12-31ifrs-full:ReserveOfGainsAndLossesOnFinancialAssetsMeasuredAtFairValueThroughOtherComprehensiveIncomeMember549300GSUZI1V3BEXQ362025-01-012025-12-31ifrs-full:RetainedEarningsMember549300GSUZI1V3BEXQ362025-12-31ifrs-full:IssuedCapitalMember549300GSUZI1V3BEXQ362025-12-31ifrs-full:SharePremiumMember549300GSUZI1V3BEXQ362025-12-31ifrs-full:TreasurySharesMember549300GSUZI1V3BEXQ362025-12-31ifrs-full:ReserveOfSharebasedPaymentsMember549300GSUZI1V3BEXQ362025-12-31flo:ReserveOfExchangeDifferencesOnTranslationAndHedgesOfNetInvestmentsInForeignOperationsMember549300GSUZI1V3BEXQ362025-12-31ifrs-full:ReserveOfGainsAndLossesOnFinancialAssetsMeasuredAtFairValueThroughOtherComprehensiveIncomeMember549300GSUZI1V3BEXQ362025-12-31ifrs-full:RetainedEarningsMember549300GSUZI1V3BEXQ362023-12-31ifrs-full:IssuedCapitalMember549300GSUZI1V3BEXQ362023-12-31ifrs-full:SharePremiumMember549300GSUZI1V3BEXQ362023-12-31ifrs-full:TreasurySharesMember549300GSUZI1V3BEXQ362023-12-31ifrs-full:ReserveOfSharebasedPaymentsMember549300GSUZI1V3BEXQ362023-12-31flo:ReserveOfExchangeDifferencesOnTranslationAndHedgesOfNetInvestmentsInForeignOperationsMember549300GSUZI1V3BEXQ362023-12-31ifrs-full:ReserveOfGainsAndLossesOnFinancialAssetsMeasuredAtFairValueThroughOtherComprehensiveIncomeMember549300GSUZI1V3BEXQ362023-12-31ifrs-full:RetainedEarningsMember549300GSUZI1V3BEXQ362023-12-31549300GSUZI1V3BEXQ362024-01-012024-12-31ifrs-full:IssuedCapitalMember549300GSUZI1V3BEXQ362024-01-012024-12-31ifrs-full:SharePremiumMember549300GSUZI1V3BEXQ362024-01-012024-12-31ifrs-full:TreasurySharesMember549300GSUZI1V3BEXQ362024-01-012024-12-31ifrs-full:ReserveOfSharebasedPaymentsMember549300GSUZI1V3BEXQ362024-01-012024-12-31flo:ReserveOfExchangeDifferencesOnTranslationAndHedgesOfNetInvestmentsInForeignOperationsMember549300GSUZI1V3BEXQ362024-01-012024-12-31ifrs-full:ReserveOfGainsAndLossesOnFinancialAssetsMeasuredAtFairValueThroughOtherComprehensiveIncomeMember549300GSUZI1V3BEXQ362024-01-012024-12-31ifrs-full:RetainedEarningsMember
Annual Report_Heading.svg
   
FLOW TRADERS | ANNUAL REPORT 2025
1
Table of contents
Note: Flow Traders’ Board report, as referred to in section 2:391 of the Dutch Civil Code can be found in the chapters on:
2025 Financial overview, Financial performance, Leadership statement, Risk management, Corporate governance and Board report.
FLOW TRADERS | ANNUAL REPORT 2025
2
At a glance
Flow Traders is a leading liquidity
provider and market maker operating
within the global financial ecosystem.
2025 Financials
Global ETP value traded
Flow Traders total value traded
68,915 billion
6,702 billion
2024: €47,933 billion
2024: €6,248 billion
Flow Traders ETP value traded
Total income
1,940 billion
480.5 million
2024: €1,545 billion
2024: €479.3 million
EBITDA
Net profit
198.9 million
133.6 million
2024: €217.1 million
2024: €159.5 million
We deliver reliable liquidity across a wide range of
markets by combining targeted investment in
innovation, best-in-class trading infrastructure,
and continuously expanding trading and technological
capabilities. Founded in 2004, we initially focused on
Exchange Traded Products (ETPs) and have since
diversified into digital assets, fixed income, foreign
exchange and commodities. Our role is to enable
investors to transact efficiently and consistently,
thereby supporting resilient and orderly markets
worldwide.
With more than 20 years of experience and a team of
over 630 professionals across multiple global locations,
our people drive an entrepreneurial culture and are
committed to advancing our mission
FLOW TRADERS | ANNUAL REPORT 2025
3
Flow Traders JV2025 Leadership statement.jpg
Owain Lloyd (CTO), Hermien Smeets-Flier (CFRO), Thomas Spitz (CEO), Marc Jansen (CTrO)
Leadership
statement 2025
A decade as a public Company
In 2025, Flow Traders proudly marked 10 years as
a publicly listed Company. Over the past decade,
we have delivered resilient performance, deepened
trust with our stakeholders, and advanced
transparency and efficiency across global financial
markets. This milestone is a testament to our
disciplined execution, commitment and the talent
and dedication of our people.
Leadership transition and trading governance
During the year, we completed a successful
leadership transition, welcoming Thomas Spitz as
Chief Executive Officer. Thomas brings a strong
track record in scaling high‑performance trading
organizations and reinforces our strategic focus on
innovation, disciplined risk-taking and operational
excellence.
To further strengthen our trading oversight and
execution, we also appointed Co-Chief Trading
Officers. This structure enhances continuity, depth of
expertise, and governance across our global trading
activities, ensuring robust risk management, sharper
decision-making, and sustained performance across
asset classes and regions. 
Growing team and strengthening our culture
In 2025, our teams continued to grow across regions,
further strengthening the international,
entrepreneurial and innovative culture that defines
Flow Traders. We believe our culture is a key driver of
our success, and we remain committed to
  Leadership statement 2025
FLOW TRADERS | ANNUAL REPORT 2025
4
Flow Traders JV2025 Leadership statement_02.jpg
continuously evolving it. Our team has attended and
participated in numerous industry gatherings to
engage with new opportunities, expand our
outreach and build upon existing relationships. With
hard work, ownership and team spirit at our core,
we remain dedicated to continuous improvement.
2025 trading environment 
Throughout 2025, global trading conditions were
characterized by sustained market activity, driven by
the unprecedented tariff disruptions, geopolitical
tension and conflicts around the world.
In 2025, heightened volatility in traditional markets,
punctuated by President Trump’s Liberation Day
tariff announcement, drove elevated activity and
supported higher trading volumes, followed by a
quieter second half of the year. In the digital space,
we saw a significant rally and increased activity
during the first nine months, leading to the 10/10
(October 10) event, when the cryptocurrency market
experienced its most significant liquidation event in
history, which triggered rapid price swings across
major tokens.
We achieved a net trading income of €485.8 million
and a net profit of €133.6 million. In addition to our
solid financial performance, we advanced our core
strategic initiatives, additionally reinforcing our
position as a leading global liquidity provider.
We maintained our disciplined approach to cost
management and intensified our focus on
operational efficiency, supporting long-term,
sustainable growth.
We continued to execute on our Trading Capital
Expansion Plan and secured a $200 million private
credit facility and $75 million revolving credit facility
to accelerate our strategic growth agenda, replacing
the €25 million bank loan taken out in June 2024.
These credit facilities enhance our trading capital
and bolster our ability to deploy effectively across
regions and asset classes.
2025 progress: scaling liquidity, AI and digital
assets
During 2025, we advanced key initiatives to
strengthen our global ETP leadership and further
align digital and traditional finance investments in
intelligent system management for our trading
infrastructure. We are accelerating the deployment
of AI-supported analytics to drive trading
efficiencies.
At Flow Traders, we continue to invest in research
engineering and have launched a dedicated deep
learning program focused on building out our
quantitative capabilities to improve our short and
mid-term alpha generation. We have attracted
leading experts and experienced talent in
technology and AI, and expect to further reinforce
our leadership in trading, quant, and technology
through 2026.
  Leadership statement 2025
FLOW TRADERS | ANNUAL REPORT 2025
5
We expanded our presence in Asia, initiating
active trading in China, an attractive growth
market aligned with our core ETP strengths.
Momentum at the intersection of traditional finance
and digital assets remains strong. 2025 marked an
inflection point following the 2024 introduction of
cryptocurrency-related ETPs, with traditional market
participants, banks, asset managers and funds,
now developing new products and forming new
trading partnerships, creating additional
opportunities for Flow Traders.
Within the digital assets space in 2025, we
broadened coverage in crypto ETPs and major
tokens, while deepening partnerships that included
selective investments. We helped projects reach
the market by providing liquidity, market‑making
and tokenization services, and we strengthened
on‑chain capabilities with infrastructure and liquidity
support to institutional venues. Our OTC desk
expanded spot and options solutions for
counterparties seeking 24/7 execution. Underpinned
by our publicly listed and regulated framework,
robust risk management and connectivity to
institutional counterparties, we translated
continuous innovation into reliable and trusted
liquidity, reinforcing Flow Traders’ position as a
leading global liquidity provider in digital assets.
Looking ahead
At the time of publication of this Annual Report,
the world was confronted with geopolitical tensions
in the Middle East. At times like this we maintain a
robust risk management framework including
real-time exposure monitoring, counterparty,
and credit controls. The team closely monitors
developments to ensure operational continuity
across venues and assets and is able to confirm that
Flow Traders’ operations have not been significantly
impacted.
Looking ahead within the financial ecosystem,
we see significant opportunities at the convergence
of traditional finance (TradFi) and digital assets,
where 24/7 market access and institutional-grade
infrastructure and innovation are redefining how
markets operate. As these ecosystems integrate, we
expect broader participation, faster price discovery
and more efficient capital formation, advancing
inclusion and access for investors globally.
Active in digital assets since 2017, we have built a
resilient, global trading infrastructure and a trusted
partner network that operates around the clock.
Coupled with our market leadership in ETPs, this
positions Flow Traders to deliver continuous liquidity
across tokenized and traditional instruments,
support emerging products such as crypto alt
options, and enable 24/7 trading in tokenized real-
world assets. Our expanding capital base and
disciplined growth agenda underpin targeted
investments in technology, connectivity, and risk
management that accelerate this always-on market
model.
In 2026, we will further build out our cash equity and
tokenized market making activity, helping to
connect issuers, venues, and investors as markets
evolve.
We are committed to leading the convergence of
TradFi and digital assets through open collaboration,
interoperability and transparency, bridging venues,
products, and partners across both centralized and
decentralized markets. By setting high standards for
reliability and governance while innovating at speed,
we aim to help shape a more trusted, efficient and
continuously available financial ecosystem that
delivers durable value for counterparties and
stakeholders.
We would like to thank everyone who contributed
to 2025. Amid leadership change, hard work,
dedication, and innovation we are deeply grateful
to our employees, the Leadership Team, the
Non-Executive Directors, business partners,
counterparties and our shareholders for their trust
and support.
FLOW TRADERS | ANNUAL REPORT 2025
6
Financial performance overview 2025 (in thousands of euro)
2024
2025
Financial overview
For the year ended 31 December
Net trading income
485,800
467,794
Other income or (expense)
(5,317)
11,525
Total income
480,483
479,319
Fixed employee expenses
97,251
81,651
Technology expenses
70,604
66,636
Other expenses
36,273
28,665
Adjusted operating expenses*
204,128
176,952
Variable employee expenses
77,430
85,267
Depreciation of property and equipment
17,536
16,559
Amortization of intangible assets
607
728
Write off of (in) tangible assets
148
(Reversal of) impairment of intangible assets
10,716
Operating result
170,066
199,665
add back: Depreciation of property and equipment
17,536
16,559
add back: Amortization and write off of intangible assets
607
876
add back: (Reversal of) impairment of intangible assets
10,716
EBITDA*
198,925
217,100
EBITDA margin*
41.4%
45.3%
For the year ended 31 December
Profit before tax
164,649
194,364
Tax expense
31,084
34,827
Profit for the year attributable to the owners of the Company
133,565
159,537
*Please see page 22 for additional information about the use of non-IFRS performance measures.
2025
2024
  Financial performance overview 2025
FLOW TRADERS | ANNUAL REPORT 2025
7
For the year ended 31 December 2025
Reconciliation to revenue by region
Europe
Americas
Asia
Total
Net trading income
311,961
75,175
98,664
485,800
Inter-segment revenue related to trading activities
1,577
23,328
24,905
Inter-segment expense related to trading activities
(24,905)
(24,905)
Other income or (expense)
(5,317)
(5,317)
Revenue by region
281,739
76,752
121,992
480,483
For the year ended 31 December 2024
Reconciliation to revenue by region
Europe
Americas
Asia
Total
Net trading income
312,954
73,357
81,483
467,794
Inter-segment revenue related to trading activities
20,278
30,060
50,338
Inter-segment expense related to trading activities
(50,338)
(50,338)
Other income or (expense)
11,525
11,525
Revenue by region
274,141
93,635
111,543
479,319
FLOW TRADERS | ANNUAL REPORT 2025
8
FLOW TRADERS | ANNUAL REPORT 2025
9
Vision and mission
Flow Traders’ vision as a global multi-
asset liquidity provider and market
maker is to reinforce our global ETP
leadership and drive the convergence of
digital and traditional finance.
Our mission is to provide liquidity anytime,
anywhere, all the time, enhancing transparency
across global markets. Our technology leadership is
core to our business and the strength of our
quantitative capabilities, underpins our market
insight and execution.
Our business strategy is built on six key pillars
designed to accelerate Flow Traders’ growth:
Grow our core ETP business
Any ETP, Anywhere, All the Time (AAA)
Develop cash equities & tokenized markets
Remain at the forefront of building the 
market structure for a 24/7 world
Expand within digital assets
Continuously provide end-to-end institutional
liquidity for any token, any time (24/7), anywhere
Leverage distribution franchise
Continue to be a recognized brand supporting
ETP liquidity and driving digital assets
innovations 
Enhance quant enablement
Maintain a high-confidence, data-driven
environment that supports rapid iteration
from research to automated execution and
quantitative decisions
Accelerate operational efficiency
Remain focused on delivery, driven by world class
execution across the company 
FLOW TRADERS | ANNUAL REPORT 2025
10
Who we are
We are proud to promote an
entrepreneurial and collaborative
culture. By embracing this mindset,
Flow Traders has grown and so has
our team. Since our inception over
20 years ago, we have continuously
fostered our Company culture and 
values, which have played a central
role in our long-term success.
Flow Traders’ Leadership embodies our values
and demonstrates the behaviors we stand for,
including transparency, integrity and
accountability. They design and implement
our engagement initiatives, which are informed
by insights from our annual employee
engagement survey.
Business department heads and team members;
are supported through tailored training programs
and learning sessions, actively encouraging
personal and professional development through
our dedicated Flow Academy.
We are one team
Driven-icon-red.png
We are entrepreneurial
Entrepreneurial-icon-red.png
We are driven
Driven-icon-red copy.png
We are responsible
Responsibility-icon-red.png
Our colleagues further reinforce our culture by
taking initiative, organizing their own events,
competitions and charitable endeavors.
Our culture makes Flow Traders unique.
It brings together creative doers, critical thinkers
and constructive challengers who have shaped our
Company over time. This culture is underpinned by
a shared set of values that are embedded across
the Company:
“Flow Traders is built on a relentless
pursuit of excellence, as a globally trusted
market maker at the forefront of ETP and
digital asset liquidity. Our technology
leadership, disciplined culture, and
commitment to transparency allow us to
connect traditional and digital finance,
enhancing market quality for investors
worldwide."
Thomas Spitz
CEO
FLOW TRADERS | ANNUAL REPORT 2025
11
What we do
As a global market-making leader, we
provide continuous liquidity and actively
invest and support our partners with our
leading distribution network and
execution capabilities.
We build and deploy proprietary trading models
and strategies, enabling us to provide liquidity in a
broad set of asset classes, regardless of the market
circumstances. To enable this, we continually evolve
our technology stack to provide competitive pricing
and seamless execution.
Furthermore, we actively invest and foster the
development of market infrastructure to improve
transparency and efficiency across global financial
markets. This is in the form of strategic partnerships
with both TradFi as well as digital asset partners.
These activities are executed by our highly skilled
and talented team who focus on operational
excellence and create value for our stakeholders.
Create long-term sustainable value for society
Our ESG priorities comprise three material themes:
environmental footprint, sustainable employment
and good governance. Please refer to the chapter on
Sustainability information for further details.
FLOW TRADERS | ANNUAL REPORT 2025
12
Flow Traders JV2025 Quote Owain.jpg
How we innovate
Technology is the engine of Flow
Traders’ business and operations,
with over 40% of our workforce
dedicated to this function.
Our technology strategy prioritizes
automation, data-driven decision-
making and the continuous
enhancement of our proprietary
technology stack. This approach
enables us to deliver superior
execution capabilities and directly
supports our mission to provide
liquidity anytime, anywhere, all the time,
bringing transparency to global markets.
Proprietary, adaptable trading platform
Unlike many competitors who rely on commercial
vendors for key parts of their trading stack,
Flow Traders utilizes proprietary technology for
the entirety of the core trading lifecycle. This allows
for deep customization and optimization of every
element of the trading workflow. Our modular
architecture enables rapid experimentation and
scaling into new venues, asset classes, and
workflows, while keeping overheads low.
This flexibility means new business lines and
strategies can be launched quickly, a capability
that consistently surprises the industry.
Global liquidity connectivity
Our infrastructure connects us to thousands of
counterparties and hundreds of venues, spanning
asset classes, product types and workflows.
This extensive connectivity combined with our
adaptable platform allows us to scale strategies
rapidly and dynamically in response to market
opportunities. Our presence in both traditional
and digital asset markets gives us access to a
unique mix of information and liquidity, further
strengthening our competitive edge.
High-performance infrastructure
Flow Traders operates across dozens of physical
data centers and multiple public clouds, leveraging
state-of-the-art hardware, continuously optimized
connectivity and a broad global network.
This infrastructure is designed for ultra-low latency
and high reliability, supporting our ability to provide
continuous liquidity even in times of extreme
market volatility.
Data, algorithms, and quantitative research
We recognize that the next wave of market
evolution is being driven by high-quality data and
advanced algorithms. Our Quantitative Research
team is focused on leveraging machine learning
and AI to generate and test new trading concepts,
further improving our strategies. Fluid collaboration
between software engineers, traders, and
“We empower teams to experiment,
iterate, and implement innovative
ideas quickly, solving complex
challenges together and continuously
pushing the Company forward.”
Owain Lloyd
CTO
researchers ensures that data insights are rapidly
translated into actionable trading opportunities.
Our Company  |
How we innovate
FLOW TRADERS | ANNUAL REPORT 2025
13
Flow Traders JV2025 Culture of innovation.jpg
Culture of innovation and collaboration
Global liquidity connectivity innovation at
Flow Traders is not just about technology, it is about
people. Our teams are empowered to generate and
implement ideas that have an immediate impact.
We foster a collaborative, entrepreneurial culture
where engineers, researchers and traders work
together to solve complex challenges and drive
the Company forward.
Harnessing agentic AI and LLM-powered
automation
The rapid advancement of large language
models (LLMs) and agentic AI represents a
structural shift in how firms operate. We are
moving beyond software developer productivity
use cases and redesigning workflows across all core
functions from Trading, Finance to Operations and
beyond.
Our focus is automating high-impact, cross-
functional processes through coordinated,
production-grade agentic systems, improving
accuracy, reducing manual dependency,
strengthening maintainability and eliminating
fragmentation. The objective is workflow
transformation, not incremental tooling.
This domain evolves far faster than traditional
software. Capturing its value requires
disciplined architecture, governance, evaluation,
and lifecycle control. Without coordination,
acceleration creates fragmentation and complexity.
We are building a coherent AI operating layer
that enhances execution quality, reduces
organizational friction and scales with the firm.
FLOW TRADERS | ANNUAL REPORT 2025
14
FLOW TRADERS | ANNUAL REPORT 2025
15
Our operations
Our headquarters in Amsterdam, the Netherlands, is home to our technology,
corporate functions and our Board. Flow Traders provides liquidity, in
thousands of financial instruments, both on-exchange as a registered market
maker and off-exchange in bilateral trades with institutional counterparties.
Operating from our trading hubs in Amsterdam, Hong Kong, and New York, as
well as our branch offices, ensures global coverage. By continuously quoting
bid-ask prices we provide liquidity to investors for buying and selling assets at
prices reflecting current market values.
AMERICAS
EMEA
APAC
Flow Traders ETP
value traded:
898bn
(€776bn in 2024)
FTE: 96
(98 in 2024)
Flow Traders ETP
value traded:
890bn
(€655bn in 2024)
FTE: 453
(431 in 2024)
Flow Traders ETP
value traded:
152bn
(€114bn in 2024)
FTE: 86
(80 in 2024)
FLOW TRADERS | ANNUAL REPORT 2025
16
Our role in the ETP ecosystem
As a global liquidity provider, Flow Traders operates seamlessly across both
primary and secondary markets, underpinning efficient and transparent
trading of ETPs and related financial instruments. By continuously quoting
bid and ask prices, we enable market participants to transact at prices that
closely reflect current Net Asset Values, thereby reducing trading costs and
enhancing overall accessibility.
The securities market functions through registered participants, including
broker-dealers and market makers. Broker-dealers facilitate investor orders
by routing them to exchanges or market makers for execution. In our
capacity as a market maker, we provide liquidity and execute trades on
exchanges or bilaterally with counterparties. Upon trade completion, clearing
houses ensure secure and timely settlement of assets and payments.
Throughout, Flow Traders maintains a market-neutral stance, with our results
derived from the incremental price differences between buying and selling
related or correlated assets, rather than from directional market movements.
This approach reinforces our commitment to operational excellence and
supports the integrity and efficiency of global financial markets.
Primary market
Secondary market
Ability to create and redeem daily
On-exchange liquidity
provision
ETP Issuers
ETP creation /
redemption
ETPs vs.
basket
of assets /
cash
ETPs vs.
cash
Exchanges and trading
venues
Institutional / off-exchange
liquidity provision
Global risk transfer between
market participants
Counterparties
FLOW TRADERS | ANNUAL REPORT 2025
17
Markets
and trends
ETP investing
In recent years, the ETP ecosystem has continued to
mature and experience significant growth in both
AuM and number of products. According to ETFGI,
global ETP AuM increased from $14,846 billion at the
end of 2024 to $19,845 billion at the end of 2025. This
is a reflection of the underlying market performance
during 2025, coupled with record inflows into ETPs.
The market expectation is that AuM will continue to
grow going forward and we believe there are several
reasons for this. One is that investors are attracted to
the transparent nature of ETPs, which enables them
to clearly follow how the underlying securities are
performing. Another is that ETPs are liquid, available
at lower costs and can be bought and sold easily
during market hours. A third is that ETPs can be
composed of financial instruments from almost any
asset class, sector or location, providing investors
with access to markets that would normally be
difficult to reach.
Global ETP markets grew by 33.7% in 2025, as
measured by AuM, driven predominantly by the
outperformance of the underlying markets. Annual
global inflows of ETP AuM were $2.35 trillion in 2025
(2024: $1.88 trillion – source ETFGI). Overall trading
activity in 2025 increased compared to 2024, given
significant trade tariff announcements, resurgence
of conflicts in the Middle East and the continued
regulatory acceptance of cryptocurrencies as an
asset class.
Global coverage
In 2025, Flow Traders’ ETP value traded was close to
the €2 trillion mark. The European ETP market
recorded total ETP value traded of €3,294 billion in
2025, compared to €2,518 billion in 2024. Flow
Traders' total ETP value traded in Europe was €890
billion in 2025, compared to €655 billion in 2024. We
remained a leading liquidity provider in ETPs and
managed to further grow our on- and off-exchange
trading capabilities.
The largest ETP market globally remains in the
Americas, where total ETP value traded (on- and off-
exchange) was €52,562 billion in 2025, compared to
38,545 billion in 2024. Flow Traders' ETP value
traded in the Americas was €898 billion in 2025,
compared to €776 billion in 2024. Institutional
trading continued to expand and Flow Traders
Americas continued to grow and deepen its overall
presence in this important market.
In APAC, the ETP market remained fragmented, with
large differences in trading volumes, trading costs,
regulation and maturity across the financial markets.
The Asian ETP market recorded total ETP value
traded of €13,059 billion in 2025, including China,
compared to €6,871 billion in 2024. Flow Traders'
total ETP value traded in Asia was €152 billion in
2025, compared to €114 billion in 2024. Throughout
2025, we broadened our footprint in Asia and have
just launched our operations to begin actively
trading China markets which is an attractive growth
segment aligned with our core ETP strength.
Our business - operations
We operate three main trading hubs in Amsterdam,
Hong Kong, and New York, supported by branch
offices in other parts of the world.
In 2025, we had access to +180 exchanges and
trading venues globally. We provided liquidity in
over 8,500 unique ETFs, representing approximately
50% of the total ETF universe; on an AuM-weighted
basis, our global ETF coverage exceeds 90%. Off-
exchange, we provided liquidity in ETPs on a RFQ
basis to more than 2,000 institutional counterparties
across the globe, including banks, asset managers,
pension funds, insurance companies, family offices,
hedge funds and others, and this number is
increasing on an almost daily basis. In addition to
ETPs, we provide liquidity in similar instruments
whose value is correspondingly affected by a change
in the value of underlying or related assets, such as
futures, equities, digital assets, currencies and bonds.
During 2025, we advanced strategic initiatives to
reinforce our global ETP leadership and drive the
convergence of digital and traditional finance.
Irrespective of what we trade, as a liquidity provider
we generally do not have a directional opinion on
the market. In other words, our results do not
depend on the direction of market prices. Our net
trading income is derived from the small price
differences that are realized between buying and
selling related or correlated assets. Whether that is
between the ETPs we buy or sell, the prices we pay
or receive for the underlying related financial
instruments to mitigate our risk or trading FX pairs.
We are not a bank, broker or investment manager
and do not have client AuM as we trade from our
own capital. We also do not develop or make
products, do not provide any services and do not
have clients. Our value chain comprises, among
others, our institutional counterparties, prime
brokers, exchanges, ETP issuers and regulators.
Flow Traders JV2025 Asset class developments.jpg
FLOW TRADERS | ANNUAL REPORT 2025
18
Asset class
developments
Equity
Equity markets in 2025 posted gains led by
technology and AI‑related names. Investors used
ETPs for thematic exposure, such as AI
infrastructure, and to rotate between large‑cap
growth and cyclical sectors, supporting elevated
turnover across passive and active ETPs. Episodes of
volatility around earnings and policy decisions
sustained demand for hedged equity strategies.
Against this backdrop, global equity ETP value
traded increased to €38,691 billion in 2025,
compared to €23,928 billion in 2024. Further market
growth is expected from the increasing investor
demand and awareness for ETPs, both in passive
index ETPs and in actively managed ETPs.
Flow Traders' total equity value traded across ETPs,
futures and cash amounted to €3,812 billion in 2025,
compared to €3,217 billion in 2024. Our future focus
relating to equity includes:
Maintain our position as a leading ETP liquidity
provider in Europe, where we have over 25%
market share in ETPs
Leveraging our global pricing capabilities in APAC
as we expand in new growth markets, most
notably in China
Expand our quantitative and technology
capabilities to grow our market share in U.S. listed
ETPs
24/7 trading of tokenized equities
Increase our trading revenues from single
equities
FICC
Fixed income
Flow Traders strategically reduced the capital
deployed to fixed income in 2025 to prioritize
opportunities in other asset classes. Despite this
shift, fixed income remains a focus for us, supported
by favorable long-term market trends and continued
growth in the ecosystem. There has been a
consistent increase in fixed income ETP value traded
in recent years as well as AuM. The global fixed
income ETP value traded increased to €3,071 billion
in 2025, compared to €2,901 billion in 2024. Flow
Traders’ fixed income value traded (ETPs, Futures
and Cash) amounted to €795 billion in 2025,
compared to €943 billion in 2024, as we shifted
more of our trading capital base to other asset
classes which saw greater dislocations over the year.
Nevertheless, we continue to deepen and broaden
our market coverage and relationships with our buy-
side counterparties. From a strategic standpoint, our
focus areas include:
ETP ecosystem: Partner with issuers to develop
innovative fixed income products
Credit trading: We will increase quote sizes to
undertake larger block transactions with
counterparties as well as distributing pre-trade
portfolio trading levels to expedite portfolio
construction
Model pricing: Expand model trading capabilities
to new fixed income subsets and improve pricing
and coverage of investment-grade bonds
Currencies and commodities
2025 saw elevated trading activity in currency and
commodity linked products, as investors used ETPs,
futures, and options for hedging and tactical
exposure. Interest in currency‑hedged share classes
was strong alongside greater use of trading‑oriented
FX ETPs. In commodities, precious metals led
performance: gold reached new record highs amid
continued central‑bank purchases, while silver
experienced strong periods driven by industrial
demand, supporting activity in physically backed
and leveraged ETPs. Our focus areas include:
Expand market making in FX‑hedged share
classes and tactical currency ETPs across U.S. and
Europe
Scale liquidity provision in physically backed
precious metals ETPs
Enhance 24/7 capabilities in digital-venue
commodity products and tokenized exposures
Uphold and expand our liquidity provision across
FX and precious metals
Deepen cross-asset pricing and hedging between
FX, rates and commodities to optimize capital
usage
Cryptocurrency
In recent years, the digital assets space has gained
meaningful institutional acceptance, with
cryptocurrencies rebounding in 2024 following the
2022–23 “crypto winter,” and further catalyzed by the
approval of U.S. spot Bitcoin ETFs. Trading volumes
in cryptocurrencies and crypto ETPs continued to
grow in 2025 alongside steady progress in regulated
market infrastructure, custody, prime brokerage,
data and analytics, AML/KYC and risk solutions,
digital identity, and DeFi. At the same time,
tokenization of real world assets (RWAs) is
accelerating, with issuers and institutions beginning
to move traditional instruments such as; bonds,
funds, repos, money market funds and private assets
onto digital infrastructure. This shift promises
improved settlement speed, programmability,
  Our Operations  |
Asset class developments
FLOW TRADERS | ANNUAL REPORT 2025
19
Flow Traders JV2025 Quote Mark.jpg
transparency and 24/7 market access, driving the
convergence between traditional finance and digital
assets. We see tokenization and RWA liquidity as a
major trend, with growing institutional frameworks,
standardized issuance and regulated venues laying
the foundation for scaled adoption.
Flow Traders has provided crypto liquidity for over
nine years across OTC spot and ETPs, and is
connected to 20+ venues, and makes markets in
200+ cryptocurrencies. We are the leading crypto
ETP liquidity provider in Europe and a global on-
exchange leader. As traditional and digital markets
converge, Flow Traders is at the forefront of this
transition leveraging our technology to price any
instrument on a 24/7 basis and to deliver end to end
institutional liquidity.
Our focus areas include:
ETPs: Maintain our leading position in crypto ETP
market making with the prospect of further
regional expansion while at the same time
working to increase efficiency of access across the
ecosystem
Spot and derivatives: Continue to grow our
market making activities across these products
by expanding our platform and token coverage
Be the leading liquidity provider in tokenized real
world assets
Institutional OTC liquidity: Continue to build out
our end‑to‑end institutional OTC liquidity offering,
enabling any token, any time (24/7), anywhere
Strategic partnerships: Leverage new and existing
partnerships to further build out the trading
infrastructure around digital assets
Utilize Flow Traders’ strategic capital: To further
integrate Flow Traders into the growing
ecosystem
“We’re excited about the structural shifts in
global markets, especially the convergence
of traditional finance and digital assets.
Tokenized real-world assets and new digital
market infrastructures are reshaping
capital markets. With our strengths in
ETPs, tech-driven liquidity, and digital
assets, Flow Traders is well positioned
to provide liquidity and support the
next generation of market structure.”
Marc Jansen
CTrO
FLOW TRADERS | ANNUAL REPORT 2025
20
Growth catalysts
Transformative megatrends are actively
ETP growth
$25 trillion
AuM by 2030
AuM reached $19 trillion at the end of 2025 and is predicted to increase to
$25 trillion by 2030, a secular industry trend that supports our core business
growth. 2025 saw another record year of inflows into ETPs, demonstrating the
continued growth potential and adoption of this financial instrument.
Tokenization
$30 trillion
Tokenized RWA by 2030
While stablecoins continue to show robust growth and usage, with a market
cap of $317 billion at the end of 2025, up from $189 billion in 2024, the growth
in tokenized real world assets has surged in the last year, up to $21 billion in
2025, up from just $5 billion in 2024. Combined, these trends reflect the
continued adoption of this category which is estimated to grow to $30 trillion
by 2030.
Distribution franchise
2,000 +
Institutional
counterparties
The global ETP market is entering a new expansion, with AuM projected to
reach $25 trillion by 2030, driven by rising retail adoption, deeper institutional
engagement, and growth in APAC. Traditional institutions are expanding
ETP and digital asset activity, creating new partnership opportunities for
Flow Traders. With 2,000+ institutional counterparties on RFQ and access to
180+ exchanges, our 20-year franchise positions Flow Traders to play a leading
role in both the continued scaling of the global ETP ecosystem and the
convergence of Digital Assets and Traditional Finance.
Regulation
Arrow_UP.svg
Enhanced global
regulations
In 2025, we saw growing regulatory acceptance of digital assets, including
the introduction of MiCAR in Europe, the passage of the Genius Act and the
reversal of SAB 121 in the U.S., as well as increasing acceptance by regulators
across Asia. We expect regulatory standards to continue to evolve, supporting
trade execution, reporting and settlement harmonization. This includes
changes such as enhanced bond transparency and reporting regimes,
the upcoming global transition into T+1 settlement and the proposed EU
consolidated tape.
reshaping the financial ecosystem in
which we operate, presenting our
Company with new opportunities for
diversified growth. 
The most prominent trends relevant to our business
are the global growth of ETPs, development of cash
equities and tokenized markets, advancements in
quant enablement and expansion and innovation
within digital assets. These trends not only shape our
market environment but also reinforce and amplify
each other, creating powerful synergies that
strengthen our strategies.
FLOW TRADERS | ANNUAL REPORT 2025
21
Our financial
performance
FLOW TRADERS | ANNUAL REPORT 2025
22
Financial overview
Flow Traders delivered a strong
financial and trading performance in
2025, driven by the continuation of
our Trading Capital Expansion Plan.
We recorded a net trading income (NTI)
of €485.8 million in 2025 (2024: €467.8
million). We continued to execute our
growth and diversification strategy.
Flow Traders recorded an NTI of €485.8 million in
2025 (2024: €467.8 million), reflecting prevailing
market conditions and the trading environment.
Other income/(expense) decreased to a value of 
(5.3) million (loss) related to the strategic
investments portfolio (2024: €11.5 million gain).
Europe contributed the most to our NTI with
59% of the total, showing our ability to deliver
consistent results in our home market. Asia grew
relative to the other regions, showing its potential as
a growth market. In Q4 2025 the company entered
into a private credit facility which has expanded our
capital base and will enable further NTI growth.
Flow Traders also continued to make technology
investments to support our growth ambitions and
strengthen our existing business.
On the cost side, adjusted operating expenses
increased to €204.1 million for the year
(€177.0 million in 2024). The increase is driven by
continued technology investments to support
trading and growth initiatives and is further
attributable to general price inflation. The number of
FTEs has risen to 635 (2024: 609). Variable employee
expenses decreased to €77.4 million (€85.3 million in
2024) which is in line with the financial performance
of the business during the period.
Flow Traders continued to balance growth ambition
and operational efficiencies and was able to
demonstrate solid operational leverage with an
“As we build on a year of solid financial
performance, we continued to execute
against our strategic priorities. We advanced
our Trading Capital Expansion Plan allowing
for asset class and regional expansion and
targeted investments in technology and
talent. Combined with our diversified global
trading setup and disciplined growth
agenda, these actions enable us to
capture opportunities across
markets and deliver consistent,
stable results for our stakeholders.”
Hermien Smeets-Flier
CFRO
EBITDA margin of 41.4% in 2025 (2024: 45.3%) with
EBITDA of €198.9 million (2024: €217.1 million).
Profit for the year was €133.6 million (2024:
159.5 million), with basic EPS of €3.07 (2024: € 3.69).
Non-IFRS performance
Non-IFRS financial measures are disclosed in
addition to the statement of comprehensive income
to provide relevant information that supports a
better understanding of  the underlying business
performance of our Company.
Flow Traders applies the following non-IFRS financial
measures:
Adjusted operating expenses: Calculated as the
sum of fixed employee expenses, technology
expenses and other expenses. This measure
provides a focused view of the Company’s core
operating expenses by excluding variable
employee expenses, which are dependent on
current-year results
  Our financial performance |
Financial overview
FLOW TRADERS | ANNUAL REPORT 2025
23
EBITDA: Calculated as operating result before
depreciation, amortization and write-offs on
intangible assets. EBITDA is used as it focuses on
core trading and operational activities
EBITDA margin: Calculated as EBITDA as a
percentage of total income. The margin is used as
a measure profitability
Revenue by region: Consists of net trading
income, other income or expense, inter-segment
revenue related to trading activities less inter-
segment expense related to trading activities
Dividend Policy
Flow Traders may or may not distribute all or part of
the Company’s net profits realized during a financial
year to its shareholders. In accordance with the
Company’s Bye-Laws and Board Rules, the Board
may decide that profits realized during a financial
year are fully or partially allocated to the creation of,
or addition to, reserves. Any dividend distribution is
subject to applicable laws and regulations, as well as
the Company’s Bye-Laws and Board Rules.
If applicable, dividends will be declared and paid
following the publication of our results. There can be
no assurance that in any given year a dividend will
be proposed or declared.
The payment of dividends, if any, as well as their
amount and timing, will depend on a range of
factors, including future profits, the Company’s
financial position, general economic and business
conditions, future prospects, and other factors
deemed relevant by the Board, together with
applicable legal and regulatory requirements.
The Company’s intentions with respect to dividends
are subject to numerous assumptions, risks and
uncertainties, many of which are beyond its control.
In July 2024, the Board announced its Trading
Capital Expansion Plan and the related revision of
the Company’s Dividend Policy. To expand the
trading capital base, the Board suspended regular
dividend payments until further notice and did not
pay an interim cash dividend for the financial year
2025.
External financing
To further support the Trading Capital Expansion
Plan, in 2025 Flow Traders secured a $200 million
term loan under a private credit facility. This facility
replaced the €25 million bank loan that previously
entered into in June 2024.
In addition to the term loan, Flow Traders entered
into a $75 million revolving credit facility. This facility
can be drawn upon at the Company’s discretion and
provides additional flexibility to explore more market
opportunities during periods of high volatility.
The use of external leverage has shown to be 
accretive to shareholders’ return on equity and is
expected to continue to do so given the
opportunities ahead.
Capital requirements
Our prime brokers require the Company to maintain
certain minimum capital levels.
They leverage various internal systems to calculate
required capital amounts (e.g., the ‘internal haircut
model’ and the ‘margin-based approach model’,
both intending to ensure sufficient levels of risk
allowances) and have different limits structure,
pre-funding possibilities.
The margin requirements of prime brokers are
conservatively determined by the sophistication of
their models and the regulatory requirements,
which might not necessarily be efficient in respect
of our business model and trading portfolios.
The following table sets out the capital required to
be posted with our prime brokers and capital
available (net liquidation value).
Prime broker capital requirements
For the year ended 31 December (in millions of euro)
2025
2024
Net liquidity at clearing/
prime brokers
1,036.3
766.5
Cash at bank
7.2
8.4
Net trading capital
1,043.6
774.9
Outlook
Adjusted operating expenses for the year 2026 are
expected to be €220-230 million, driven by
continued technology investments, talent additions
to support growth initiatives, and inflationary
pressures.
This excludes interest on the private credit facility,
which will be part of Interest Expenses.
FLOW TRADERS | ANNUAL REPORT 2025
24
FLOW TRADERS | ANNUAL REPORT 2025
25
Risk management
Flow Traders’ Enterprise Risk
Management Framework (ERMF)
forms the foundation of our approach
to managing risks. The ERMF is
documented in Flow Traders’
Enterprise Risk Management Policy
and is reviewed on an annual basis.
Where possible, we identify, assess, monitor, quantify
and document potential risks which are inherent to
trading in an automated market-making firm. In the
fast and dynamic environment of automated
trading, we designed our ERMF in such a way that it
is robust, efficient and transparent. In the figure
below, we present the stakeholders that have an
interest and place value in how our framework
operates.
Our ERMF supports us in ensuring that adequate
systems and controls are in place, including the
effective management of our liquidity and capital.
This is achieved through a consistent, continuous
and disciplined approach to identifying, managing
and prioritizing our key risks in alignment with our
strategic goals.
The Board
(Audit Committee and Risk
& Sustainability Committee)
Flow Traders
Leadership
Risk management
organization
Internal Audit
Regulators
Exchanges and
trading venues
Counterparties
Prime brokers
Trading
“Our priority in 2025 was further embedding
a resilient risk culture across the
organization. We continued practical,
training and clear guidance so every
employee, across all regions and
functions, understands their
responsibilities and feels empowered
to speak up, challenge, and act.”
Tamara Maris-Mravunac
Global Head of Risk and Compliance
FLOW TRADERS | ANNUAL REPORT 2025
26
Enterprise risk
management
(ERM)
We aim for a good balance between our business
activities, return on capital and related risks taken.
Flow Traders’ ERM approach ensures that our risk
appetite and profile are integrated into our day-to-
day operations and strategic decision-making.
Annually, the Board determines the strategic goals
and subsequent business targets.
Based on these targets, the Company formulates its
risk appetite. These targets and risk appetite
parameters provide direction to our various
departments and are used to determine our
strategic risks.
Policies and control standards are maintained,
developed and updated within the ERMF. The
policies are based on our risk taxonomy and aligned
with our control setting. To ensure that our daily
activities remain in line with our risk appetite and
residual risk, we perform yearly Risk Control Self-
Assessments (RCSA) to evaluate current risks and
identify new risks. We also conduct an annual Risk
Management Control Cycle to define and test our
key controls that mitigate our critical, high and
medium inherent risks in all of our business
processes to accepted residual risk levels.
Risk categories
Our risk taxonomy is split into five broad risk
categories - Financial, Business and strategic,
Compliance and ethical, Operational, and
Technology - each with their own specific sub-risks:
Risk taxonomy domain
Risk category
Description of the risk
Financial risk
Capital risk
Capital risk (cost of doing business) refers to the situation where potential loss of investment value happens due to
factors such as market volatility, regulatory and prime broker requirements, economic downturns, or poor financial
performance of a company. It is the risk of failing to meet compulsory capital requirements invested in an asset or
investment which are needed to maintain a firm’s trading licenses and normal business activities and relationships
with prime brokers.
Liquidity risk
Liquidity risk refers to the inability to replenish capital to the required level. This can happen when: 1) we are not able
to obtain additional funding in a timely manner at a reasonable cost and 2) an inefficient internal management on
liquidity. This is the risk of not being able to quickly convert an investment into cash without experiencing a
significant loss in value, due to a lack of buyers or sellers in the market, restrictions on trading, or the illiquid nature
of the asset itself that leads to an inability to easily buy or sell an asset without incurring significant costs. It can also
happen because of a lack of access to alternative sources of funding such as short-term loans, trading credit from
certain platforms, and so on, in a timely manner. This is the risk of internal management deficiency which can lead
to liquidity constraints.
Market risk
Market risk is the risk to an institution resulting from movements in market prices; in particular, changes in interest
rates, foreign exchange rates, and equity, cryptocurrency and commodity prices.
Credit risk
Credit risk is the risk that a counterparty and/or an issuing institution involved in the trading or issuance of a
financial instrument fails to meet its obligations.
  Our risk management |
Enterprise risk management
FLOW TRADERS | ANNUAL REPORT 2025
27
Risk taxonomy domain
Risk category
Description of the risk
Business and 
strategic risk
Strategy risk
Risk that may arise from the pursuit of a company’s business plan, from strategic changes in the business
environment, and/or from adverse strategic business decisions. Market activity risk is part of this risk as trading
income and profitability are primarily a function of the level of trading activity, or trading volumes, in the financial
instruments traded.
Concentration risk
Probability of loss arising from heavily lopsided exposure to a particular group of counterparties or products.
Concentration risk also includes supplier dependency risks.
Project delivery &
management risk
The risk of inaccurate project management leading to inadequate realization of strategic project objectives.
Sustainability &
environment risk
The risk that an environment, social or governance (related) issue or event will impact the entity financially,
non-financially and/or in the realization of strategic objectives of the entity.
Compliance and
ethical risk
Fraud risk
Acts intended to defraud, misappropriate assets, deceive or circumvent regulations or the law, attempted or
perpetrated against the entity.
Reputation risk
The reputation risk is the risk of loss resulting from negative exposure to stakeholders.
Financial crime risk
The risk of money laundering, sanctions violations, bribery and corruption, and Know Your Customer (KYC) failure.
Regulatory
compliance risk
Failure to comply with any legal or regulatory obligations that are not captured through other risks. 
Conduct risk
Failure to act in accordance with internal and external stakeholders and society's best interests, fair market
practices, and codes of conduct.
Operational risk
Business continuity risk
The risk of failure to provide and maintain appropriate Business Continuity Management (BCM), including
inadequate business continuity plans.
Trading execution risk
The risk of losses due to errors in the execution.
Legal risk
Legal risk refers to the potential exposure and negative consequences that an individual or organization may face as
a result of non-compliance with applicable laws, regulations, and legal obligations.
People risk
The risk that the entity is not able to develop, retain and attract the necessary skills and diverse capabilities in its
workforce to realize strategic objectives.
Model risk
Model risk for a trading firm refers to the potential for adverse consequences resulting from errors or limitations in
the financial models and algorithms used for trading and risk management. This risk arises from the reliance on
mathematical models and computer algorithms to make trading decisions, value financial instruments, and
manage risk. Model risk can stem from inaccuracies in the models, inappropriate assumptions, data errors, or the
failure to account for all relevant market factors.
Reporting risk
The risk of not being able to report adequately to stakeholders (e.g., regulatory reporting).
Taxation risk
The risk of unexpected tax charges, including interest and penalties, as well as tax-related events that may result in,
for example, damage to the Company’s reputation with tax authorities, investors, employees and the public at large.
  Our risk management |
Enterprise risk management
FLOW TRADERS | ANNUAL REPORT 2025
28
Risk taxonomy domain
Risk category
Description of the risk
Operational risk
Third-party risk
The risk of failing to manage third-party relationships and related risks appropriately.
Trade settlement risk
The risk of ineffective trading leading to financial performance variability and non-compliance with internal and
external regulation.
Physical security risk
The risk of damage to the organization's physical assets or harming of employees at the workplace.
Financial reporting risk
The risk of incorrectly reporting financial information (balance sheet, income statement, cash flow statement,
statement of changes in equity, Annual Report) to various stakeholders, such as shareholders, investors, creditors,
and government regulatory bodies.
Technology risk
Technology systems risk
Risks in technology surrounding malfunctions, algorithmic risk, natural disasters, software bugs, and hardware
failures resulting in service interruptions, lack of available data, financial losses and reputational damage.
Cyber security risk
The risk of not protecting computer systems, networks, data from digital attacks, unauthorized access and therefore
posing damage or disruption to the firm.
Data management risk
The risk of failing to appropriately manage and maintain data, including all types of data, for example, counterparty
data, employee data, and the organization’s proprietary data.
Technology strategy risk
The risk that the IT strategy is not described, is unclear or incomplete and thereby not sufficient to contribute to IT
and business objectives. This includes the risk of the strategy not being properly executed.
FLOW TRADERS | ANNUAL REPORT 2025
29
Flow Traders JV2025 Risk management governance.jpg
Risk management
governance
The effectiveness of risk management
is linked to commitment and integrity.
It is crucial that the Board, the global
and local department heads, as well as
all employees, are aware of the risks
that our Company faces and their
responsibilities in managing these
effectively.
Our risk management is organized along three lines
of defense. The first line of defense is comprised of
Trading, Technology and Operations. These
departments are critical for managing the core
processes within Flow Traders and they are
responsible for incorporating preventive and
detective controls into the day-to-day trading and IT
processes as well as for the continuous monitoring
of our systems and trading controls.
The second line of defense is responsible for 
oversight and monitoring of risks, rules and
requirements. Risk, Compliance, Legal and
Finance manage risks through a combination
of preventive and detective controls. Together,
they are responsible for the continuous risk
management of the Company.
On the second line we have the Financial & Capital
Risk Committee and the Non-Financial Risk &
Compliance Committee. The Financial & Capital Risk
Committee includes oversight reporting and
planning in relation to market, credit and treasury
risk within the Company. Whereas the Non-Financial
Risk & Compliance Committee reviews a wide range
of risks that are not directly related to financial
matters, such as business and strategic risk,
compliance and ethical risk, operational risk and
technology risk.
The third line of defense is formed by Flow Traders’
Internal Audit function (IA). They provide
independent and objective assurance and advice
on the adequacy and effectiveness of governance,
risk management and control systems. This helps to
achieve the competent application of systematic
and disciplined processes, expertise, and insight.
They report their findings to management and
the governing body to promote and facilitate
continuous improvement. The IA carries out its
audit work in accordance with the approved and
implemented Group Internal Audit Charter.
Enterprise risk management roles and responsibilities
The Board
Audit Committee / Risk & Sustainability Committee / Remuneration
& Appointment Committee / Trading & Technology Committee
Executive Directors and Flow Traders senior leadership
Financial & Capital Risk and Non-Financial Risk & Compliance Committee
Global Heads / Local Heads
1st line defense
2nd line defense
3rd line defense
Trading
Preventive
Detective
Internal Audit
Technology
Risk
Compliance
Operations
Legal
Finance
Regulator
External
Audit
  Our risk management |
Risk management governance
FLOW TRADERS | ANNUAL REPORT 2025
30
The annual Risk Management Cycle follows the
ERMF
Each year, the Executive Directors and senior
leadership define strategic goals, typically in
November and December, after which business
targets are set. The Board subsequently approves
both the strategic goals and the business targets.
In addition, the Board is actively involved in the
strategy-setting process. Based on these long-term
goals, short-term targets are established. These
targets are then translated into annual Company-
wide, departmental and individual goals and
discussed in an annual meeting with senior
leadership.
On the basis of these targets and objectives, the
Executive Directors and senior leadership formulate
the Company’s risk appetite. Together, the targets,
objectives and risk appetite provide direction to the
various departments within Flow Traders and form
the basis for identifying the Company’s strategic
risks.
Flow Traders’ Risk Management Cycle is applied to
identify, manage and mitigate financial, non-
financial and compliance risks. The Risk
Management Cycle comprises five recurring
activities.
We apply the Committee of Sponsoring
Organizations of the Treadway Commission (COSO)
framework, a globally recognized model, to
strengthen our internal control systems and
manage risks in a comprehensive manner. This
framework consists of five key components, which
are embedded throughout our operations:
1. Control Environment: We foster a culture of
integrity and accountability, where ethical conduct
and robust governance practices are paramount.
Our leadership sets the tone, emphasizing clear
structures and defined roles across the organization.
2. Risk Assessment: Continuous identification and
analysis of potential risks allow us to proactively
address challenges that may impact our objectives.
We assess the likelihood and impact of risks
regularly, enabling quick adaptation to changes in
the trading environment.
3. Control Activities: We implement rigorous policies
and procedures designed to mitigate risks
effectively. Through activities such as approvals,
verifications, and reviews, we ensure consistent
execution of risk responses at all organizational
levels.
4. Information & Communication: Maintaining open
and effective communication channels is vital.
We ensure timely dissemination of relevant
information internally and externally, supporting
stakeholders in fulfilling their roles and
understanding our risk management processes.
5. Monitoring: We conduct regular evaluations and
audits to review the effectiveness of our internal
controls. This ongoing monitoring ensures our risk
management processes remain robust and adaptive
to evolving circumstances.
This Risk Management Cycle ensures that our
residual risk profile remains in line with our annual
set risk appetite and that emerging risks, changed
risk levels or non-effective controls are identified,
assessed and analyzed in a timely manner.
COSO Framework
COSO Framework.svg
FLOW TRADERS | ANNUAL REPORT 2025
31
Risk reporting
Flow Traders has a Financial & Capital
Risk Committee and a Non-Financial Risk
& Compliance Committee that
continuously assess the risks we face in
our business, and are comprised of our
Global Head of Risk and Compliance, the
Executive Directors and members of our
senior leadership.
Aside from regular communication, there are 
quarterly Financial & Capital Risk and Non-Financial
Risk & Compliance Committee meetings. During
these meetings we discuss all risk assessments and
risk proposals related to position limits, strategies,
procedures, liquidity and capital requirements,
regulatory compliance, AML, incidents and market
developments. Any material change to our risk
profile, systems, strategies and limits must
subsequently be approved by the Financial & Capital
Risk and Non-Financial Risk & Compliance
Committees.
In addition to these standing Committees, Flow
Traders has established a Risk & Sustainability
Committee, of which all Board members are
members. The Global Head of Risk and Compliance
reports to the Risk & Sustainability Committee on
the effectiveness of the Company’s internal risk
management and control systems. This reporting
includes providing reasonable assurance that the
aforementioned systems do not contain any
material inaccuracies.
The responsibilities of the Risk & Sustainability
Committee include supervising and monitoring,
and advising the Executive Directors and Global
Heads of Trading on the operation of the Company’s
internal risk management and control systems, as
well as providing advice on the Company’s
development, performance and the sustainability of
its trading strategies, and reviewing the Company’s
overall risk profile.
The annual Risk Management Cycle follows the ERMF set out below
Business model and strategy
Enterprise Risk Management Framework
Control environment
(design)
Risk Policy
Risk appetite
Business structure
Assessment & Control
(implementation)
Risk assessment
cycle
Process and
controls
Incident
management
Monitoring
Internal Audit
department
Reporting
Communications
internally
Communications
externally
Annual Report
ICARAP Report 
Risk heatmap
Service level
alignment
Standard operating
procedure
FLOW TRADERS | ANNUAL REPORT 2025
32
Key risks detailed
Key financial risk
Liquidity risk
Liquidity risk management is vital to maintain a
robust financial institution. Liquidity risk is defined as
the risk that Flow Traders cannot meet its financial
liabilities when they become due, at a reasonable
cost and in a timely manner. We have a robust
framework in place to manage liquidity risks, as
insufficient liquidity can pose an immediate threat
to the continuity of trading activities.
The liquidity risk framework includes, among others,
requirements and processes related to the
maintenance of the liquidity buffer, both in a
‘business-as-usual’ and under potential stress
situations. Furthermore, the framework contains
procedures to actively manage liquidity risk across
asset classes, countries, legal entities and in multiple
currencies. This includes taking into account
regulatory and operational requirements for the
maintenance of adequate liquidity.
Furthermore, we define liquidity as the sum of
excess liquidity over the requirement (haircut) at our
prime brokers, as that is the basis for being able to
facilitate all funding and liquidity needs. Given our
business model as a market maker where we
generally hedge any position taken instantly, our key
liquidity risk is not so much in risking a significant
loss, but rather in not being able to cover the
requirements our prime brokers charge us.
Therefore, our key liquidity risks are those that affect
either the total pool of liquid assets we hold at our
prime brokers and crypto exchanges or the total
requirement that our prime brokers necessitate us
to hold with them (haircut).
Market risk
Flow Traders is exposed to market risk arising from
trading positions in instruments that are price-
sensitive to various factors such as company
valuations, interest rates, FX rates, commodities and
digital asset prices. As a liquidity provider we
continuously provide bid and offer prices in multiple
product groups across multiple financial markets.
The bid and offer prices are calibrated such that the
expected value of the trades and the hedges are
positive while the resulting market risk is immaterial.
We have a multitude of trading desks which are
providing liquidity in various products and various
markets. The core business being equity and fixed
income products and the Company also trades FX,
commodities and digital assets. Each individual desk
trades (close to) delta neutral hereby ensuring total
market risk is therefore close to delta neutral.
Credit risk
Credit risk is the risk of a counterparty and/or issuing
institution involved in trading in, or issuing, a
financial instrument failing to meet its obligations.
As part of our credit risk framework, Flow Traders
monitors platform credit risk in real time against
pre-defined credit risk limits. In addition, Flow
Traders monitors platform asset inflows and
outflows in real time to anticipate potential on-
platform insolvency events. Furthermore, funding is
diversified across multiple platforms and
counterparties, ensuring a balanced allocation that
significantly limits the impact of a potential credit
risk or liquidation event.
The Company manages credit risk through its Risk
and Mid-Office departments, which establish and
maintain specific guidelines, rules and procedures
for identifying, measuring and reporting credit risk.
These policies include, among others:
limits for individual product types;
limits per counterparty;
limits on the duration of the exposure;
limits for settlement types;
strict monitoring procedures for late settlements.
Business and strategic risk
Concentration risk (Market business risk) 
Our NTI and profitability are primarily a function of
the level of trading activity, or trading volumes, in
the financial instruments in which we trade, and the
bid-ask spreads (which largely determine the profit
on the trade, or margins, we capture). 
Trading volumes in securities, derivatives, currencies,
commodities, cryptocurrencies and other financial
instruments on exchange and on other trading
venues are directly affected by factors beyond our
control, including economic and political conditions,
broad trends in business and finance, regulatory
requirements, actions by central banks, and changes
in the markets in which such transactions occur.
To cope with periods of low market activity, we have
diversified our trading into different products and
markets. This is to safeguard that we are not overly
dependent on market activity in one particular asset
class or product type.
  Our risk management |
Key risks detailed
FLOW TRADERS | ANNUAL REPORT 2025
33
Compliance and ethical risk
Flow Traders is a strong advocate of effective,
efficient and proportionate regulation and actively
contributes to regulatory dialogue in its key
jurisdictions, promoting markets that are fair,
transparent and orderly.
Financial crime risk
We are committed to full compliance with all
applicable laws and regulations in the jurisdictions in
which we operate. Particular emphasis is placed on
anti-corruption, anti-bribery and anti-money
laundering regulations.
We have robust anti-bribery, anti-corruption and
anti-money laundering policies in place that apply to
all employees. We also expect our counterparties,
business partners, intermediaries, contractors and
subcontractors to adhere to the same high
standards. We consider the risk of bribery or
corruption to be limited, as we do not hold or
manage client money or assets, trade exclusively for
our own account and at our own risk, and do not
operate production facilities or source raw materials.
Notwithstanding this limited inherent risk, our
employees receive regular training on anti-bribery,
anti-corruption and anti-money laundering
practices, reinforcing the importance the Board
places on ethical conduct and compliance.
As part of our compliance framework, we also apply
a stringent know-your-customer (KYC) process when
onboarding new counterparties and assessing new
projects.
Regulatory compliance risk
We trade with institutional counterparties and do
not provide investment or ancillary services to third
parties; as a result, our markets and almost all
aspects of our business are highly regulated. Where
applicable, entities within the Company have
obtained the necessary regulatory licenses and
approvals to conduct their regulated activities.
Flow Traders’ trading operations are established in
three international jurisdictions: Amsterdam, New
York and Hong Kong, with supporting branch offices
globally. As a Company, we currently trade on more
than 180 exchanges and trading venues worldwide,
as well as operating on numerous other venues
through our brokers. Our regulatory landscape is
therefore extensive, as we must comply not only
with local regulatory requirements, but also with the
trading rules and standards of each venue on which
we operate.
Legislators and regulators globally continue to
closely supervise and evolve the financial markets in
which we operate. This places significant demands
on Flow Traders to maintain a professional, well-
structured and fully compliant organization.
The Compliance, Risk and Operations departments
have implemented robust controls, internal rules
and processes, which have been systematically
developed in line with applicable regulatory
requirements, guidance from market authorities and
industry best practices.
Actual or alleged non-compliance with applicable
laws or regulatory requirements could adversely
affect our reputation, and in turn our long-term
profitability and future business prospects. This may
also apply, albeit to a lesser extent, to differences in
interpretation or the untimely or incomplete
implementation of regulatory requirements.
Sanctions for non-compliance may include fines,
penalties, disgorgement and censures, as well as
suspension or expulsion from trading venues, or the
revocation or limitation of licenses.
We aim to mitigate these risks by devoting
significant management attention to regulatory
strategy and compliance. We employ highly
qualified compliance and risk professionals, enabling
targeted staff training, continuous enhancement of
monitoring and reporting systems, and ongoing
assessment of the impact of current and
forthcoming regulations on our operations, in order
to adapt our processes in an effective and timely
manner.
Notwithstanding these efforts, and given the highly
regulated nature of our business, we remain subject
to routine, and occasionally more targeted,
regulatory inquiries and audits.
Conduct risk
Given the highly interconnected nature of the
financial markets ecosystem we are a part of, we
recognize that should any of the risks referenced
within this section materialize, there could be a
negative impact on various external third parties. 
Specifically, market and operational risk events
could negatively impact key parties within our value
chain, namely our counterparties and our prime
brokers. This could limit our counterparties’ ability to
trade with us or to do settlement trades effectively
on a timely basis. Moreover, the various prime
brokers we work closely with could also be exposed
to similar risks.
  Our risk management |
Key risks detailed
FLOW TRADERS | ANNUAL REPORT 2025
34
We believe that each employee has an individual
and collective responsibility for ensuring an honest
and ethical business conduct within our Company.
Therefore, our Code of Conduct forms part of our
employment documentation.
Ensuring adherence with our Code of Conduct is the
responsibility of the Executive Directors and senior
leadership. Any reported potential breaches are
investigated fully by members of our senior
leadership team in accordance with existing clearly
laid out procedures and policies. Our Code of
Conduct can be found on our website.
In addition to our culture of openness, transparency
and participation, we have a detailed Whistleblower
Policy in place, applicable to all employees and
relevant contractors, which has been approved by
our Executive Directors.
The Whistleblower Policy provides whistleblowers
with safeguards, including anonymity and
confidentiality, and the Company will not impose
sanctions or otherwise adversely affect an
employee’s legal position when suspected
misconduct is reported in good faith, unless the
employee is directly involved in the matter being
reported. We apply a strict non-retaliation approach
when suspected misconduct is reported.
Our Whistleblower Policy is publicly available on our
website.
Operational risk
Business continuity risk
Operational risk is defined as the risk of loss arising
from inadequate or failed internal processes, people,
systems or external events.
At Flow Traders, continuity of operations is more
than a compliance obligation, it is a core enabler
of trust, stability, and long-term performance.
We recognize that in an increasingly interconnected
and volatile world, resilience must be embedded
into day-to-day processes, not reserved for moments
of crisis.
Our Business Continuity and Resilience Program
is structured, regularly tested and continuously
refined to ensure that our people, processes and
platforms can respond effectively to disruptions.
Our operational risk profile is primarily driven by
technology-related events at exchanges and
clearing members. As a result, significant and
ongoing investment in technology is critical to
mitigate these risks, alongside the maintenance of
resilient and robust internal systems and controls.
We operate an integrated, in-house developed, high-
performance and customized technology platform
with frequent and controlled deployments of new
hardware and software.
Our infrastructure has a modular design which
allows us to rapidly test and implement
improvements in both hardware and software on
an ongoing basis. Controlled releases of hardware
and software enhancements provide for minimal
disruption to our business.
The environment in which our trading software
(or updates of our trading software) is being
developed is strictly separated from the
environment in which such trading software
operates in production. Access to the source code
is strictly controlled and limited.
Prior to any release of trading software, or updates to
the production environment, all software
components are subject to comprehensive code
review and testing in a development environment
separate from production. Validation is subsequently
conducted in a limited production setting,
processing a strictly limited number of trades and
initially on a single trading desk for a single financial
instrument, followed by progressively broader
testing across multiple desks and instruments.
Each stage must be completed, documented and
approved before proceeding to the next.
We have a monitoring system in place to control
uninterrupted trading activities in real time.
Multi-layer monitoring is employed to avoid errors.
When an error does occur, the relevant teams are
immediately notified via multiple different channels.
We rely on multiple third-party service providers for
business and market data, which is a key part of
what is monitored.
Our risk management system is fully integrated
with our proprietary technology platform, analyzing
real-time pricing data, and is designed to ensure
that our order activity is conducted within strict
predetermined trading and position limits. For
example, our pre-trade risk controls are designed to
prevent the trading engines from sending quotes
that deviate from our predefined risk parameters.
These include price and volume limits, which are
independently set and monitored by our Risk
function. This keeps our ordering, trading and
positions well within our preset tolerance levels.
Our post-trade monitoring tools include trade-level
  Our risk management |
Key risks detailed
FLOW TRADERS | ANNUAL REPORT 2025
35
reconciliation of prices and positions against those of
our exchanges and prime brokers.
Our IT systems are regularly subjected to
penetration tests by external experts. We have a
comprehensive IT security system that is designed
to protect us from attacks both from internally and
externally.
Where technical interfaces exist with institutions
such as prime brokers and exchanges, the integrity
of system connections and data exchanges is
subject to prior conformance testing and continuous
monitoring. Any unexpected deviations are promptly
flagged and investigated. In addition, we maintain a
disaster recovery plan, which is reviewed on a
continuous basis to ensure that it adequately
addresses relevant risk scenarios.
We use risk-based onboarding procedures before
we start trading on any new platforms, including
platforms designated for trading digital assets.
While many of these platforms remain unregulated,
many have strongly improved their own onboarding
procedures and counterparty identification
procedures. While we believe our own procedures
are strong, the unregulated status of these platforms
and their location in emerging economies makes
them inherently less institutionalized and supervised
than regulated platforms in developed economies.
We therefore subject these platforms to increased
monitoring and due diligence.
Technology risk
While the firm’s foundation is technology-driven,
these risks and impacts are reflected and linked with
the above categories. Specifically, under technology
risks, we have carved out cyber risks to highlight a
key component that the firm considers high priority.
Cyber security risk
Cyber security is the risk of not protecting computer
systems, networks and data from digital attacks,
unauthorized access and therefore posing damage
or disruption to the firm.
Cyber security risk management is the process of
identifying, analyzing, evaluating, and addressing an
organization's cyber security threats. The goal is to
protect the organization's assets and information
systems from cyber attacks and data breaches while
minimizing potential damage.
Flow Traders applies a defense-in-depth approach to
its ICT and cybersecurity posture, recognizing that
no single layer of control can protect against the
breadth of modern threats. Our control environment
is built to provide both breadth and redundancy.
This multi-layered design enables us to remain
responsive and resilient in a constantly shifting
threat environment.
Central to this is our Information Security
Management System (ISMS), which integrates
policies, controls, monitoring, and continuous
improvement into a single, coherent framework.
In 2025 the team achieved ISO/IEC 27001:2022
certification, representing a significant milestone in
the further strengthening of Flow Traders Ltd.’s
technology controls and information security
capabilities.
Internal Audit (IA)
The IA function seeks to enhance and protect
organizational value by providing risk-based and
objective assurance, advice, and insight. An effective
IA contributes to strong internal controls and to a
robust governance structure, which can address key
structural risks.
The scope of IA's work includes the examination
and evaluation of the adequacy and effectiveness of
our risk management, control and governance
processes. It also includes quality assurance work
reviewing our performance in carrying out assigned
responsibilities to achieve our stated goals and
objectives.
Our Group IA Charter defines the IA’s purpose,
authority, responsibility and position within the
organization. This charter is aligned with the
Corporate Governance Code and with guidance
provided by the Institute of Internal Auditors (IIA).
The IA function is an integral part of our reporting
cycle. The IA function reports to the Audit
Committee and to the CEO. It aligns its efforts with
our external auditor and reports its audit results to
the Board, the Audit Committee and informs the
external auditor.
The Board assesses the way in which the IA function
fulfills its responsibility annually and takes the
opinion of the Audit Committee into account.
Flow Traders IA function conforms to the
International Professional Practice Framework (IPPF)
of the IIA.
FLOW TRADERS | ANNUAL REPORT 2025
36
FLOW TRADERS | ANNUAL REPORT 2025
37
Flow Traders JV2025 Sustainability information_02.jpg
Sustainability
information
General basis of preparation for the
sustainability information 
The sustainability information outlined in this
Annual Report covers the material topics identified
following our Double Materiality Assessment (DMA).
We conduct a comprehensive DMA every three
years, Flow Traders therefore retained the 2024 DMA.
The most recent DMA was conducted in late 2023
and updated in 2024. The sustainability information
in this Annual Report provides an overview of
Flow Traders’ metrics from 1 January 2025 to
31 December 2025.
This report complies with the Non-Financial
Reporting Directive (NFRD) and the EU Taxonomy
Regulation. Following the European Commission’s
Omnibus simplification package, Flow Traders no
longer falls within the mandatory CSRD reporting
scope.
Governance of sustainability matters
We have established a governance structure that
oversees the rollout of our ESG priorities, along with
their associated impacts, risks, and opportunities (IROs).
We manage sustainability through this structure,
which spans multiple organizational levels, ensuring
accountability and execution. This includes the
Board, the Risk & Sustainability Committee, the ESG
theme owners, KPI action owners and other topical
experts.
Sustainability expertise
Collectively, the Board possesses sufficient
sustainability expertise to effectively oversee
sustainability governance. Further details are
provided in the skills and expertise matrix included
in the Board composition section of the Board
report.
Risk management of sustainability matters
Sustainability and environmental risks are defined
in our internal policies as the risk that ESG-related
issues or events may impact the Company
financially, non-financially and/or affect the
achievement of its strategic objectives.
Our leadership is responsible for monitoring the
sustainability and environmental risks through
the Enterprise Risk Management Framework.
These risks are monitored by our second line of
defense.
FLOW TRADERS | ANNUAL REPORT 2025
38
Double Materiality
Assessment (DMA)
The DMA serves as the foundation for prioritizing the
sustainability matters most relevant to us and our
stakeholders.
Our stakeholders include individuals and groups
affected by our activities, those with a (in)direct
interest in our operations and value chain,
comprising our end-to-end operational partners
such as exchanges, counterparties, prime brokers,
and so on, and those who influence our long- and
short-term success.
Materiality framework five step approach
How we identify our material topics
Our materiality framework consists of five steps to
assess both the impact of our business on the
environment and society, and the effects of
environmental and societal factors on our business.
The DMA concludes that: (1) Flow Traders’ most
material impacts relate to our people and the
environment; and (2) the key sustainability-related
risks and opportunities primarily arise from our own
operations and stakeholders within our value chain.
Flow Traders material topics
Topical standards
Material topics
Environment
Theme 1: Environmental footprint
ESRS E1 Climate
change
Impact materiality
Renewable energy
Scope 2 GHG emissions
Scope 3 GHG emissions
Social
Theme 2: Sustainable employment
ESRS S1 Own
workforce
Impact materiality
Diversity
Employment and inclusion of
persons with disabilities
Training and skills development
Employee support programs
Impact & financial materiality
Privacy
Entity specific (S1)
Impact & financial materiality
Employee engagement survey
Governance
Theme 3: Good governance
ESRS G1 Business
conduct
Impact materiality
Anti-bribery and corruption
Anti-trust (Competition law)
Due diligence
Corporate culture
Impact & financial materiality
Political influence and lobbying
Entity specific (G1)
Impact & financial materiality
Cyber security
Taxation
materiality framework.jpg
Understanding
the context
Identifying IROs
Assessing and
determining the
materiality of IROs
Stakeholder
validation
Strategy
development
Define the value
chain, identify
the affected
stakeholders and
other relevant
parties to determine
the audience of
the sustainability
information.
Leveraging business
knowledge, internal
expertise,
stakeholder insights,
and other sources
to identify positive
and/or negative
IROs.
Each sustainability 
and business-specific
topic is assessed and
scored based on its
impact and financial
materiality. These
scores are used to
determine the
materiality threshold.
Every three years, we
conduct a stakeholder
survey to validate our
material topics,
engaging employees,
leadership,
shareholders,
counterparties
and suppliers on
key ESG matters.
The results of the
DMA inform our
sustainability priorities.
Material topics are
grouped into themes 
and linked to value
drivers to ensure we
focus on the most
significant impacts.
FLOW TRADERS | ANNUAL REPORT 2025
39
Theme
No.
Ambitions
Metrics and objectives
SDGs
Environment
al footprint
i
Renewable energy
consumption at our offices in
Amsterdam, Hong Kong and
New York
Achieve full renewable energy consumption
for our Amsterdam and New York offices by
2030, and for our Hong Kong office by 2035 
TheGlobalGoals_Icons_Color_Separated-13.svg
ii
Reduction of scope 1 and 2
emissions by 2030
Achieve a 42% reduction in emissions
compared with 2023 baseline by 2030
iii
Reduction of scope 3 emissions
at data centers by 2030
Achieve a 50% reduction in emissions
compared with from 2023 baseline by 2030
Sustainable
employment
i
Employee engagement score
Par with true benchmark (annually)
TheGlobalGoals_Icons_Color_Separated-05.svg
TheGlobalGoals_Icons_Color_Separated-08.svg
ii
Diversity, equity and inclusion
threshold levels
Annually, achieve threshold target levels
from DE&I Policy
iii
Strive to have more than 20%
of world’s nationalities
working at Flow Traders
Strive to have at least one-
third female and one-third
male representation among
Non-Executive Directors
Strive to have at least one
female and one male
Executive Director
Ensure that the gender
composition of Flow Traders’
senior management team
reflects that of the total
workforce
Good
governance
i
Compliance awareness score
Annually achieving 100%
TheGlobalGoals_Icons_Color_Separated-16.svg
Metrics and
objectives
Our Company strategy aligns capital resources with
our business activities and maps them to our
financial priorities and the ESG priorities identified in
our DMA. For each, we have developed performance
indicators to track progress toward our long-terms
goals. We aim to deploy our capital effectively,
maximizing potential value and minimizing negative
impacts whenever possible. Our ongoing
commitment is to continuously enhance value for
our stakeholders and contribute to the United
Nations’ Sustainable Development Goals (SDGs).
FLOW TRADERS | ANNUAL REPORT 2025
40
Flow Traders JV2025 Environmental footprint.jpg
Environmental
footprint
We believe that everyone should contribute to
reducing their greenhouse gas (GHG) footprint and
that every effort, no matter how small, brings us
closer to a sustainable and thriving planet. Defining
clear environmental footprint priorities, supported
by realistic and measurable objectives, is a critical
step towards delivering a more sustainable future.
Our environmental priorities
We are committed to supporting the global
transition toward a sustainable, climate-neutral
economy by minimizing our environmental impact.
To this end, we are committed to reducing the
environmental footprint of our business operations.
Our business activities do not involve
manufacturing, so our GHG footprint is relatively low.
Most of our electricity consumption is tied to office
operations, including lighting, temperature control,
and electronic devices. In terms of carbon footprint,
we identify three impact areas:
The indirect scope 2 GHG emissions from the
electricity consumption in our offices
The indirect scope 3 GHG emissions from
business travel (cat. 6) and employee commute
(cat. 7)
The indirect scope 3 GHG emissions from our data
center services suppliers (cat. 1)
Our direct scope 1 GHG emissions from fossil fuels
remain minimal, as our office buildings rely on
electricity for heating. Our focus therefore starts with
what we can directly influence: decarbonizing our
own operations. Looking ahead, effective climate
action will be increasingly important in partnering
with high-value and reputable counterparties,
making a well-defined strategy, supported by
realistic and measurable objectives, essential to
delivering our ambition.
Challenges we face
Our operations span locations across three
continents, EMEA, APAC, and the Americas, with key
hubs in Amsterdam, Hong Kong, and New York, and
we operate branch offices worldwide.
  Sustainability information |
Environmental footprint
FLOW TRADERS | ANNUAL REPORT 2025
41
When it comes to the environmental GHG footprint
of our operations, the majority of our impact comes
from our three largest offices, Amsterdam, Hong
Kong and New York, which together account for 
approximately 90% of our workforce. In defining our
environmental priorities, we identified two key
challenges:
Regional discrepancies in environmental
reporting: While environmental reporting has
been well established in Europe for many years,
levels of maturity in CO₂ measurement and
reporting vary significantly across other regions
Access to renewable energy: The availability and
accessibility of renewable energy sources differ
substantially across our operating regions
These challenges highlight the complexity of both
reporting and reducing our emissions, particularly
given our reliance on third-party providers. At the
same time, they reinforce our commitment to
identifying innovative solutions as we work towards
a more sustainable future.
Climate change emission reduction targets
We conducted a resilience analysis in 2024. We are
committed to supporting the transition to a low-
carbon economy by reducing our environmental
footprint. Key elements of our plan to reduce
emissions includes:
Renewable energy adoption: We are working
with landlords to transition to 100% renewable
electricity, reducing the carbon footprint in our
offices in Amsterdam, New York and Hong Kong
GHG emissions reduction: We aim to reduce
scope 1 and 2 emissions by 42% by 2030 (from a
2023 baseline), primarily through phasing out
fossil fuel company cars and enhancing energy
efficiency in our office operations
GHG emission reduction: Our objectives for our
data centers are to increase the share of
renewable energy consumed at each location
Stakeholder engagement: We collaborate with
key stakeholders to advance sustainability
initiatives, integrating climate considerations into
decision-making processes.
Policies related to environmental footprint
While we have not yet formalized a dedicated
environmental policy, we are focused on
implementing climate-related actions to reduce our
environmental footprint.
EU Taxonomy
Reporting requirements for Flow Traders: In
compliance with section 2.4. of Annex VII Disclosures
Delegated Act (DDA), investment firms should
compute the GAR for their services and activities
dealing on own account by relying on the turnover
KPI and CapEx KPI of investee undertakings for each
environmental objective.
In respect of the Taxonomy disclosures for the
financial year ended 31 December 2025, Flow Traders
has elected to apply the two‑year postponement
permitted under Commission Delegated Regulation
(EU) 2026/73. As a result, certain detailed key
performance indicators relating to Taxonomy
eligibility and alignment have not yet been assessed
or disclosed. Accordingly, Flow Traders does not
report any activities as being associated with
environmentally sustainable economic activities as
defined under Articles 3 and 9 of Commission
Delegated Regulation (EU) 2026/73.
  Sustainability information |
Environmental footprint
FLOW TRADERS | ANNUAL REPORT 2025
42
Environment metrics
Breakdown of scope 1, 2 and 3 emissions
(Unit: t CO2e)
2023
(Baseline)
2024
2025
Scope 1 GHG emissions
Gross scope 1
233 tCO2e
10 tCO2e
10 tCO2e
Scope 2 GHG emissions
Gross location-based scope 2
2,010 tCO2e
1,842 tCO2e
Gross market-based scope 2*
966 tCO2e
692 tCO2e
661 tCO2e
Significant scope 3 GHG emissions
Cat. 1 – Purchased services and goods
(including data centers server space)
1,138 tCO2e
1,227 tCO2e
1,679 tCO2e
Cat. 5 – Operational waste (Amsterdam only)
0 tCO2e
192 tCO2e
255 tCO2e
Cat. 6 – Business travel
1,293 tCO2e
1,332 tCO2e
2,138 CO2e
Cat. 7 – Employee travel
527 tCO2e
98 tCO2e
152 tCO2e
Total scope 1 & 2 GHG emissions
Total location-based emissions
0 tCO2e
2,020 tCO2e
1,852 tCO2e
Total market-based emissions*
1,199 tCO2e
702 tCO2e
671 tCO2e
GHG emissions intensity -  location based
(per net revenue)*
4 CO2e
4 CO2e
GHG emissions intensity -  market based
(per net revenue)*
2 CO2e
1 CO2e
Breakdown of scope 1 and 2 emissions by amount of energy consumption
and mix
Energy consumption and mix  (Unit: in MWh)
2023
(Baseline)
2024
2025
(1) Fuel consumption from coal and coal
products
0 MWh
0 MWh
(2) Fuel consumption from crude oil and
petroleum products
7 MWh
8 MWh
(3) Fuel consumption from natural gas
41 MWh
38 MWh
(4) Fuel consumption from other non-
renewable sources
0 MWh
0 MWh
(5) Consumption from nuclear products
0 MWh
0 MWh
(6) Consumption of purchased or acquired
electricity, heat, steam, and cooling from non
renewable sources
1,512 MWh
1,542 MWh
(7) Total non-renewable energy consumption
1,560 MWh
1,588 MWh
Share of non-renewable sources in total energy
consumption (%)
27%
29%
(8) Fuel consumption from renewable sources
(including biomass, biogas, non-fossil fuel
waste, renewable hydrogen, etc.)
0 MWh
0 MWh
(9) Consumption of purchased or acquired
electricity, heat, steam, and cooling from
renewable sources
4,284 MWh
3,839 MWh
(10) Consumption of self-generated non-fuel
renewable energy
0 MWh
0 MWh
(11) Total renewable energy consumption
4,284 MWh
3,839 MWh
Share of renewable sources in total energy
consumption (%)
73%
71%
Total energy consumption
5,844 MWh
5,427 MWh
The Company relies on estimates and assumption in the consolidated reported numbers above. They are derived from various sources, and the methods for processing data vary across our operating subsidiaries and departments.
This creates a degree of uncertainty due to limitations in measuring and estimating data. We are continuously working to improve our sustainability data control environment and collection processes. See chapter About Sustainability information.
*  Net revenue equals the net trading Income (NTI in euros) in the Consolidated Financial Statements of Profit or Loss, and also see in note 9 NTI.
** Scope 3 employee travel emissions for the U.S. and APAC do not include a 2023 baseline year, as these regions were first incorporated into the reporting scope in 2025.
FLOW TRADERS | ANNUAL REPORT 2025
43
Sustainable
employment
Over the past two decades, we have grown into a
global trading firm with a strong entrepreneurial
spirit. We continuously seek to understand and
address the needs of our people, with a clear focus
on strengthening our culture and positioning Flow
Traders as an employer of choice.
We are committed to fostering an international,
diverse and empowering environment, rooted in
teamwork, collaboration and continuous talent
development. To sustain our long-term success, it is
essential that our employees feel proud to be part of
the Company and connected to our shared purpose.
Every individual plays a vital role, and our leadership
team is dedicated to providing clear direction,
supporting development and recognizing top talent.
How we can contribute - our people strategy
The competition for talent in the labor market is
intense, particularly for the individuals we seek to
attract and retain. As a result, retaining our best
talent is critical to our success. The need to foster
engagement across our workforce and ensure a
diverse and inclusive working environment has
become increasingly important. We prioritize
retention while simultaneously focusing on
attracting new talent. This approach underpins our
‘People’ mission: ‘Empower the best to become even
better’.
Our vision for sustainable employment reflects our
long-term commitment to our people. We want our
workforce to deliver added value to our Company,
while also experiencing personal growth and
fulfillment.
Our approach to realizing this long-term ambition is
captured in our people strategy. Our Human
Resources and Recruitment (HRR) team focus on
three pillars:
Attracting of new talent
Retaining of the best talent
Fostering a culture that unifies our ambitions
We want to offer our workforce the best possible
employee experience, and empower them to thrive
and feel truly valued. Employee experience is not
linear, as individuals are at different stages in their
journeys and have varying needs. We offer multiple
career paths and provide a range of tools to support
our employees in navigating their careers.
Employee experience journey
Emoployee experience journey (1).jpg
Recruitment
Onboarding
Learning
Growing
Leading
Attracting the best
talent and hiring the
best fit.
Make our workforce
feel welcome and
connected.
Develop the skills
and knowledge
required for their job.
Development
pathways for
advancement and
opportunities.
Become part of our
leadership and
inspire others.
Evaluate employee feedback and performance review
Recruitment
In the highly demanding and regulated financial
markets in which we operate, technology plays a
critical role, and our selection process is
appropriately rigorous. Our recruitment approach,
particularly for trading roles, focuses primarily on
graduates, as we believe in cultivating talent from
the ground up. We view recruitment as a dynamic
and continuous process, which we consistently
refine to ensure we can respond swiftly to evolving
business requirements and the needs of our people.
We actively participate in the following initiatives:
Campus visits
University career fairs and workshops
In-house business courses for students to
experience trading
Partner with student associations
  Sustainability information |
Sustainable employment
FLOW TRADERS | ANNUAL REPORT 2025
44
Onboarding
A positive onboarding experience is essential to 
build a sense of connection, ensuring a smooth 
transition and enhancing retention. Our onboarding 
program is a two-week introduction designed to 
welcome new colleagues, immerse them in our 
purpose and values, and provide insight into how 
different parts of the business operate. It is also an
opportunity for new hires to connect with others
who are starting their journey with us. For those 
relocating to our offices from abroad, we provide 
comprehensive support to help them feel at home
quickly.
Learning
To cultivate a culture that inspires innovation and
risk awareness, we must ensure that our people
have access to the right knowledge at the right time.
That is why we established the Flow Academy, our
in-house learning and development center,
designed to provide tailored training for our
Technology, Trading, and Business Support teams.
For new graduates, we offer the Digital Assets Talent
Program and an extensive Graduate Trading
Program, both of which accelerate their learning
curve and enhance their experience. These
programs include continuous support from
dedicated mentors, focus on technical expertise and
personal development.
Given the collaborative and innovative nature of our
business, most of our training occurs on the job. We
champion the 70-20-10 approach to learning, where
70% is gained through on-the-job experiences, 20%
through coaching and 10% through structured
training courses. This approach ensures that our
people are constantly learning, developing, and
ready to contribute to our success.
Growing
We empower our people to take charge of their 
personal development, pursue their career 
ambitions, and thrive by actively listening to their 
needs and offering personalized growth 
opportunities. Our success as an organization is 
intrinsically linked to the well-being and fulfillment
of every individual on our team.
We also encourage our employees to explore 
rotational opportunities across different offices, 
allowing them to expand their horizons, collaborate 
with diverse teams, and enhance their capabilities.
To foster continuous development, we offer a wide
array of company-wide and tailored training
opportunities.
Leading
We operate in a world defined by volatility and
complexity. To navigate these challenges, we need
leaders who possess strong business acumen and
excel in people leadership, embodying our Company
values with authenticity. True leadership is about
providing our people with a clear vision of where we
are headed, inspiring them to contribute to our
success and make a meaningful impact.
As we continue to evolve, the need for clarity in roles
and expectations becomes increasingly critical. Our
leaders play a vital role in defining clear expectations
for their teams while also being transparent about
their own responsibilities. We invest in our future
leaders through targeted leadership programs and
fast-tracking the careers of our most promising
managers. These programs equip managers with
the skills and competencies needed to excel in their
roles and lead with confidence.
Succession planning is a key part of our strategy,
identifying top talent who have the potential to step
into critical leadership roles in the future. This
ensures we are well prepared for the next phase of
our growth, with a pipeline of leaders ready to guide
us forward.
Challenges we face
Across the business, we have implemented targeted
programs that empower our people to take charge
of their development and career aspirations while
enabling leaders to guide our growth. We have
succeeded in creating a positive work environment
where employees feel valued, and strong cross-team
collaboration is the norm. However, despite these
achievements, further improvements can be made 
in several key areas.
We view enhancing the employee experience as a
continuous journey, evolving alongside the
changing needs of our people and society. Each
year, we carefully assess the results of our employee
engagement survey to identify key areas for further
improvement, ensuring we remain committed to
fostering a workplace where every employee feels
supported and motivated to thrive.
Our workforce is vibrant and youthful, with many
joining us early in their careers and experiencing
rapid growth. While this creates significant
opportunity, it also presents challenges, as a
proportion of our leaders are early in their
management careers and continue to build
experience.
In addition, retaining this dynamic group of young
professionals is a priority, as we have observed
higher attrition rates among more recent hires.
  Sustainability information |
Sustainable employment
FLOW TRADERS | ANNUAL REPORT 2025
45
Finally, while we are successful in recruiting and
hiring the talent we need, the labor market for
science, technology, engineering and math (STEM)
professionals remains highly competitive, 
particularly when it comes to attracting female
talent, in our core departments of Trading and
Technology.
As with many tech-driven industries, achieving
greater gender diversity continues to be a challenge,
requiring targeted efforts to attract, retain, and
advance females in these fields. This why we deploy
initiatives to promote trading and technology
among females.
Policies related to employment
Diversity, Equity & Inclusion (DE&I) Policy
Our DE&I Policy defines our commitment to
fostering an inclusive workplace where all
employees are valued and respected. We recognize
DE&I as a business imperative and have established
clear KPIs to promote diversity, enhance leadership
representation and drive continuous improvement.
We create a workplace where everyone is welcome
regardless of race, ethnicity, nationalities, age,
gender, religion, sexual orientation, gender identity,
gender expression, disability, economic status and
other diverse backgrounds.
Human Rights Policy
We are committed to upholding internationally
recognized human rights standards across our
operations, supply chains and the communities in
which we operate. We are dedicated to protecting
the human rights of our workforce and other
stakeholders. We oppose forced labor, child labor,
and human trafficking across our workforce. Our
Human Rights Policy, established by Flow Traders
Ltd., applies to all employees, contingent workers,
subsidiaries, and business partners. We align with
the UN Guiding Principles on Business and Human
Rights and have been a proud signatory of the
United Nations Global Compact since 2022. This
policy extends to protected groups and affected
communities, reinforcing our responsibility to ethical
and sustainable business practices.
Local labor practices
Flow Traders is committed to fully complying with
local labor laws and regulations in all jurisdictions
where we operate. We uphold fair employment
practices, ensure safe working conditions and
protect employee rights in compliance with
applicable labor standards. We embrace a balanced
approach with a 40-hour workweek, empowering
our people to excel while maintaining harmony
between their professional and personal life. Our
internal Staff Manual provides more detailed
information on labor practices for our employees.
Whistleblowing Policy
Our Whistleblowing Policy provides a secure and
confidential channel for employees, business
partners and other stakeholders to report suspected
misconduct, unethical behavior or violations of laws
and company policies without fear of retaliation. Key
principles of our policy include confidentiality and
protection, secure reporting channels, thorough
investigation, effective resolution and compliance
with legal and regulatory requirements.
Staff Manual
Our Staff Manual forms an integral part of the
agreement between Flow Traders as an employer
and employees. The Staff Manual serves to clarify the
rights and obligations of the employer and its
employees with respect to personal records, working
condition, business travel, performance
management and more. Flow Traders does not have
a formalized accident prevention policy, however
accidents and incidents can be raised through the
departmental incident reporting mechanisms.
Learning and development (L&D)
We offer a diverse range of L&D opportunities
tailored to every business department to enhance
and elevate professional skills, which is available to
our employees in the Staff Manual. Beyond role-
specific training, we provide non-functional courses
aimed at guiding employees on their career
navigation journey. We encourage internal mobility
across departments and our global offices, fostering
a culture of continuous learning and self-discovery.
Targets related to own workforce
To measure our impact, we have established clear
metrics and targets. The employee engagement
survey is conducted annually, and the results are
reviewed by senior leadership together with regional
management.
Employee engagement score to be on par with
benchmark by 2030
The employee engagement score provides insight
into employees’ engagement with Flow Traders as a
Company and our competitiveness in the labor
market. This KPI reflects the overall effectiveness of
initiatives aimed at enhancing the employee
experience, as measured through our global
employee engagement survey. Conducted annually
and administered by an independent service
provider, the survey captures engagement levels
through structured employee feedback, which
guides the ongoing refinement of our policies,
processes and overall workplace culture.
Year on year, survey results are tracked and assessed
by department heads, and action plans are realigned
  Sustainability information |
Sustainable employment
FLOW TRADERS | ANNUAL REPORT 2025
46
where necessary to ensure progress towards the
‘true benchmark’. The true benchmark is based on
aggregated data from comparable companies,
taking into account key characteristics such as
employee demographics and geographic locations,
and adjusts the industry benchmark to enable a
more balanced and meaningful comparison. The
term ‘true benchmark’ is defined by the
engagement survey provider.
Maintaining diversity, equity and inclusion (DE&I)
threshold levels
Our DE&I thresholds are tracked and assessed
annually by department heads, with action plans
adjusted as required to support progress towards
our targets. Flow Traders plans to review its DE&I
Policy together with the associated metrics in the
coming year.
We continuously monitor these thresholds. Given an
evolving workforce, maintaining progress remains
an ongoing challenge, which we aim to address on
an annual basis.
Our metrics in 2025
Metric and objectives
2023 Baseline
2024
2025
Employee engagement score to be on par with true
benchmark (annually)
7.0
7.2
7.2
Metric and objectives
2023 Baseline
2024
2025
Annually, achieve threshold target levels from DE&I Policy
Percentage of world’s 195 nationalities working at Flow
Traders
28%
29%
31%
Gender ratio of female to male Non-Executive Directors
(NEDs)
2 females and
4 males
2 females
and 4 males
3 females
and 4 males
Gender ratio of female to male Executive Directors (EDs)
1 female and 1
male
1 female and
2 males
1 female and
3 males
Gender distribution within the senior management team
compared to the total workforce
28% against
18% overall
31% against
20% overall
29% against
19% overall
Please refer to the diversity table in the social metrics for gender distribution disclosures. *True benchmark is 7.6 for 2025. The true benchmark is the
aggregated data on key facts about the company and its employees, like demographics and locations from comparable companies and adjusts the
industry benchmark to a fairer comparison figure.
  Sustainability information |
Sustainable employment
FLOW TRADERS | ANNUAL REPORT 2025
47
Social metrics
The data indicators presented in this section highlight our performance in the
sustainability theme of sustainable employment.
Workforce characteristics by gender (headcount & FTE)
Total employee base by gender
2025
Male
Female
Other
Not
disclosed
Total
Headcount
519
128
0
13
660
Full-time equivalent (FTE)
505
125
0
5
635
One FTE represents a 40-hour work week. At year-end 2025, Flow Traders reported 635 FTEs (2024: 625), comprising the
total permanent, temporary and non-guaranteed hours workforce referenced above.
Management diversity
Gender distribution
2025
(Unit: # FTE)
Male
Female
Other
Not
disclosed
Total
Top Management
3
1
0
0
4
Senior Management
10
4
0
0
14
Middle Management
26
8
0
0
34
Junior Management
53
11
0
0
64
Non-Management
414
100
0
5
519
Total top management
13
5
0
0
18
Total non-top management
79
19
0
0
98
Non-management
414
100
0
5
519
The above table is reported as at year-end 2025. Top management refers to the C-suite, Non-Executive Directors and the
Managing Directors of the regional offices. Senior management primarily refers to the Global Heads of the respective
departments.
Management age distribution
Age distribution
2025
(Unit: # fte)
< 30
years
30 – 50
years
> 50
years
Not
disclosed
Total
Top Management
0
3
1
4
Senior Management
0
12
2
14
Middle Management
1
30
3
34
Junior Management
7
52
5
64
Non-Management
218
272
27
2
519
Total top management
0
15
3
0
18
Total non-top management
8
82
8
0
98
Non-management
218
272
27
2
519
The above table is reported as at year-end 2025. Top management refers to the C-suite, Non-Executive Directors and the
Managing Directors of the regional offices. Senior management primarily refers to the Global Heads of the respective
departments.
FLOW TRADERS | ANNUAL REPORT 2025
48
Flow Traders JV2025 Good governance.jpg
Good governance
Establishing a risk aware culture is
crucial for building the right structures
and preventing misconduct.
How we can contribute
Our commitment to ethical behavior is laid down in
our Code of Conduct, which is based on our values
and how we define our corporate culture. We expect
every employee to uphold the Code of Conduct,
ensuring a safe working environment and a respect
for human rights. We embed our core values into
business conduct, providing guidance through
shared beliefs, a clear purpose, mission, norms, and
transparent ways of working. A strong ethical
foundation mitigates such risks as misconduct, non-
compliance, business disruption, legal challenges
and reputational damage. Our corporate policies
and procedures, which detail our principles and
compliance standards, serve as a compass for
making the right decisions and staying true to our
values. Please refer to the corporate documents
section on our website.
Challenges we face
With the rapid expansion of ESG requirements,
alongside financial regulations and cybersecurity
requirements, we navigate an increasingly complex
compliance landscape and set of obligations.
Challenge lies in the various compliance and
incident reporting, with multiple processes.
Enhancing transparency, efficiency, and regulatory
alignment, while centralizing incident reporting, is a
priority to enable us to deal with these challenges.
  Sustainability information |
Good governance
FLOW TRADERS | ANNUAL REPORT 2025
49
Our five cultural pillars define our identity
connection (1).svg
purpose (1).svg
valued (1).svg
flexibility (1).svg
growth (1).svg
Building deep connections
A shared purpose
All employees feel valued
Enable  flexibility
Pursue personal growth
Compliance impact measurement
Objective
Description
2023 (baseline)
2024
2025
Compliance
awareness
score
The Compliance awareness
score ensures that incidents
raised as part of the Financial
& Capital Risk and Non-
Financial Risk & Compliance
Committees are reported on a
timely basis to the Board.
100%
100%
100%
Measuring our impact
Our compliance program is designed to identify, assess, and manage the impacts
and risks associated with actual and potential incidents. We promote and uphold
ethical behavior, fostering a corporate culture where speaking up is encouraged
and appreciated.
Targets related to good governance
Our Compliance Awareness Score reflects our commitment to effective
compliance reporting. The metric measures the percentage of all incidents,
defined as any event involving an actual or potential breach of compliance
policies that requires follow-up action, that are submitted to the Financial &
Capital Risk Committee and the Non-Financial Risk & Compliance Committee,
and subsequently reported to the Board within the required timeframe. Timely
reporting is determined by the severity classification of each incident, with
higher-severity incidents requiring shorter reporting intervals.
  Sustainability information |
Good governance
FLOW TRADERS | ANNUAL REPORT 2025
50
Business conduct and corporate culture
Business conduct and our culture is at the core of
everything we do. We operate within a highly
regulated market. Upholding the highest ethical
standards and adhering to our own policies and
procedures is central to both how we conduct 
business and our corporate culture. We enforce a
zero-tolerance policy for any form of undesirable
behavior and have reporting procedures in place to
address and resolve issues, ensuring accountability
to all stakeholders. These reporting procedures are
set out in the policies below.
Policies related to good governance 
Whistleblowing Policy
We promote a culture of openness and
transparency, encouraging both our employees and
external partners to speak up when they encounter
any concerns or suspect potential abuse or violations
of our Code of Conduct, company policies, values, or
the law. Our Global Whistleblowing Policy ensures a
safe and secure reporting and investigation process,
with zero tolerance for retaliation or any adverse
consequences against those who raise concerns in
good faith or participate in investigations. If a report
is later found to be unfounded, we are committed to
protecting and supporting those who stand up for
integrity. Our Global Whistleblower Policy is
available on our website.
Anti-Bribery and Anti-Corruption Policy
Our Anti-Bribery and Anti-Corruption (ABC) Policy
sets out our commitment to and the standards for
preventing bribery and corruption, while ensuring
that any concerns about unlawful behavior are
identified, reported, and investigated. This policy is
aligned with the UN Convention against corruption. 
Every employee is responsible for upholding honesty
and ethical conduct in all aspects of their work, as
outlined in our ABC Policy. It is both a right and a
duty to report any suspected abuse to the
Compliance department or anonymously to the
Trusted Person, without fear of retaliation.
Please see our Anti-Bribery and Anti-Corruption
Policy on our website. More information can be
found in the Risk management - Compliance and
ethical risk section.
Public Affairs Policy
As part of our broad public affairs strategy, we
connect with stakeholders and peers to foster
constructive dialogue and align perspectives on
emerging regulatory developments and societal
trends shaping our industry. We engage in policy
engagement activities to support our business
objectives, collaborating with trade associations and
a diverse range of stakeholders.
A cornerstone of this strategy is the establishment of
open and constructive dialogue with our
stakeholders, ensuring we actively respond to their
views and concerns while balancing sometimes
competing expectations. By addressing key and
emerging issues and demonstrating our positive
contribution to society, we aim to continuously
enhance our business and the markets in which we
operate.
Our contributions to industry bodies reflect our
commitment to responsibly shaping the future of
our market. Examples include:
Serving as Treasurer on the Board of the Dutch
Association of Proprietary Traders (APT)
Holding the Chair position on the board of the
European Proprietary Traders Association (EPTA)
Holding a Board position at the Futures Industry
Association (FIA)
Membership of Holland Fintech
Membership of the FIX Trading Community and
active participation in the FIX ETF working group
Membership of the Blockchain Association and
participation in several working groups
Participating in the European Commission-driven 
T+1 and Partial Settlement Expert Groups, as well
as consultative work streams of FIA-Asia, and
various advisory committees for exchanges,
trading platforms, consolidated tape providers,
data vendors and national expert groups
We do not make any financial or in-kind political
contributions. Our public affairs expenditures are
limited to membership contributions, monitoring
and advisory fees, and internal operational costs and
expenses.
We foster transparency and our contributions to the
regulatory and legislative dialogue are generally
made public. We are open and willing to discuss our
position and the interests we take into account. Our
Public Affairs Policy is available on our website.
Flow Traders B.V., a subsidiary within the Flow
Traders group is registered in the EU Transparency
Register under the identification number,
045230091761-04.
Cyber security
We have developed a robust, scalable and advanced
proprietary trading technology platform that
underpins our operational excellence and company
performance. Our commitment to maintaining high
standards of reliability ensures seamless support for
our trading activities. We prioritize IT security to
maintain the trust of our stakeholders, focusing on
safeguarding our technology, securing data
exchanges with issuers and counterparties, and
protecting our systems against cyber threats.
  Sustainability information |
Good governance
FLOW TRADERS | ANNUAL REPORT 2025
51
Recognizing the complex nature of our IT landscape,
we have devised strategies to mitigate risks
effectively. Our security function is equipped with
top-tier competencies, governance, and capabilities
that span our entire IT infrastructure and the
business at large. We ensure constant access to
networks, systems, and data by managing risks from
technical failures, human errors, potential cyber
threats, and natural disasters proactively.
While the total elimination of cyber risk is not
feasible, our dedication to managing and
minimizing system disruptions remains steadfast.
We have robust contingency plans in place to
ensure business continuity under various scenarios.
In response to the evolving threat landscape, we
have implemented clear policies and procedures to
guide our employees, conducted thorough training
programs, and fostered a culture of security
vigilance. These measures ensure our team is well-
prepared to uphold the highest standards of
information security.
Taxation
We are committed to being responsible corporate
citizens, bringing sustainable and positive value to
the communities in which we operate. A key part of
this commitment involves paying taxes where they
are due and adhering to principles of fair taxation.
We believe it is vital to operate a fair, transparent
and consistent Tax Policy, which is essential to
running a sustainable business and delivering long-
term value creation for all our stakeholders. This is
also reflected in the tax principles included in our
Principles of Responsible Tax Behavior, as published
on our website. The Flow Traders Tax Function will
therefore provide relevant input as part of the
approval process for business proposals to ensure a
clear understanding of the tax consequences.
Flow Traders has also established a formal Tax
Control Framework, which includes the Board,
Audit Committee, Finance department and Tax
department. They are responsible for assessing and
weighing the risks associated with the tax decision
process for our business and stakeholders. Under
this Tax Control Framework, significant tax positions,
including the tax strategy, are reported to and
subject to the approval of the Board.
Flow Traders is prudent and transparent in respect
of its financial reporting and its relations with tax
authorities globally. Regarding financial reporting,
conservative accounting principles are applied, and
non-recurring items are expected to occur
infrequently and be clearly documented.
We support transparency initiatives, such as OECD
Pillar Two legislation and country-by-country
reporting, and frequently assess the impact of such
initiatives. We also closely monitor their implications 
for Flow Traders, to ensure that we comply with local
and international legislation and meet our reporting
obligations. Where necessary or relevant, we take
appropriate action to adopt these initiatives in our
Tax Control Framework. We maintain constructive
and professional relationships with the tax
authorities in each region in which we operate and
proactively manage these relationships with the aim
of minimizing the risk of challenge, dispute or
damage that could have an impact on our
credibility.
Flow Traders pays taxes where profits are earned in
accordance with local and international tax
legislation. We do not use tax haven jurisdictions for
tax avoidance purposes and carry out our business
through entities resident in jurisdictions where we
factually operate our business. With this simple tax
philosophy in place, the Company can operate its
business in line with its belief that it is part of the
corporate social responsibility duty to pay taxes
where it operates. In addition to corporate income
taxes, Flow Traders pays many other taxes, including
but not limited to, payroll taxes and social security
contributions on the wages of its employees, value
added taxes and property taxes. Together, these
taxes form a significant source of funding for
governmental public services, and It is our social
responsibility to contribute through taxes in the
regions we operate in.
Our Tax Principles
Business rationale: Report and pay taxes
in the jurisdiction where value is created
No use of tax havens: Refrain from using tax
haven structures for tax avoidance
Transfer pricing: Follow the arm's length
principle in our transfer pricing decisions
Transparency: Maintain an open and
constructive dialogue with tax authorities in
the jurisdictions in which we operate
Compliance: Follow tax laws and regulations
where we operate, respecting both the letter
and the spirit of the law
Accountability and governance: Our tax
department oversees daily tax management,
under the supervision of the Board
Please refer to note 13 for further details on
taxes paid.
FLOW TRADERS | ANNUAL REPORT 2025
52
FLOW TRADERS | ANNUAL REPORT 2025
53
Flow Traders JV2025 Corporate governance_02.jpg
Corporate
governance
Our corporate governance is
reflected in our internal rules and
regulations, including our Bye-Laws,
Board Rules and Committee Charters.
These, together with our policies,
can be found on our website.
FLOW TRADERS | ANNUAL REPORT 2025
54
Flow Traders JV2025 Functioning of the Board.jpg
Functioning
of the Board
The Board is responsible for
safeguarding the continuity of the
Company and is guided by the long-
term interests of the Company and its
associated business. The Board takes
into consideration the Company’s
sustainable long-term value creation,
as well as the interests of the
Company’s stakeholders, including
employees and shareholders.
The Executive Directors are primarily charged with
the Company’s day-to-day management and
operations, subject to the limitations set out in the
Companies Act and our Bye-Laws. The Non-
Executive Directors are primarily responsible for
supervising the performance of the Executive
Directors and supporting them by providing
independent advice, oversight and strategic
direction. For a more detailed description of the
governance framework concerning the Board,
and the respective duties of the Executive Directors
and the Non-Executive Directors, please refer to
the Company’s Bye-Laws and Board Rules,
as available on our website.
   
  Corporate governance |
Functioning of the Board
FLOW TRADERS | ANNUAL REPORT 2025
55
Board Committees
The Board may from time to time establish
permanent or ad-hoc committees. As at the date
of this Annual Report, the Board has established
four committees: the Audit Committee, the
Remuneration & Appointment Committee,
the Risk & Sustainability Committee and the
Trading & Technology Committee. The composition
of each committee is reflected in the table following
this paragraph. With the election of Caroline Terry
as Non-Executive Director as of 5 November 2025,
the composition of the committees was updated,
as Caroline became a member of the Risk &
Sustainability Committee and the Trading &
Technology Committee. Each committee has a
preparatory and/or advisory role to the Board.
The Committee Charters provide for the possibility
of the Board to delegate decision-making in writing
to the Committees on matters that fall within their
respective tasks and responsibilities. For a more
detailed description of the governance concerning
the committees, please refer to the respective
Committee Charters on our website.
Rudolf Ferscha
Jan van Kuijk
Linda Hovius
Delfin Rueda
Paul Hilgers
Karen Frank
Caroline Terry
Audit Committee
X
X
n/a
C
n/a
X
n/a
Remuneration &
Appointment
Committee
X
X
C
X
n/a
n/a
n/a
Risk & Sustainability
Committee
X
X
X
X
C
X
X
Trading & Technology
Committee
X
C
X
X
X
X
X
(“C” = chair, “X” = member)
Chairman & Vice-Chairman
The Board appointed Rudolf Ferscha as Chairman
and Jan van Kuijk as Vice-Chairman. The Chairman
acts as the main contact for the Directors regarding
the functioning of the Board. The Chairman is
primarily responsible for the functioning of the
Board and its committees and is responsible for
ensuring the proper conduct of business at
meetings of the Board in order to promote a
meaningful discussion at meetings.
As a general rule, the Chairman presides over the
General Meeting. The Vice-Chairman deputizes for
the Chairman and is the main contact on behalf of
the Board regarding the Chairman's performance.
Conflicts of interest
In case of a conflict of interest, the Board will
determine, on a simple majority vote, if a Director's
interest indeed conflicts with the interests of the
Company or its business in such a way as described
in section 24.6 of the Bye-Laws. In 2025, there have
been no cases of conflicts of interest, and if any such
matters arose, the relevant Board members did not
participate in the decision-making process, or
transactions between the Company and members
of the Board. There has been one transaction with a
shareholder holding at least 10% of the shares of the
Company. For more information, refer to note 34
related parties in the consolidated financial
statements.
Independence of Non-Executive Directors
Best practice in terms of corporate governance
prescribes that at most one of the Non-Executive
Directors on the Board qualifies as non-independent
and that the total number of non-independent
Non-Executive Directors should account for less than
half of the total number of Non-Executive Directors.
Jan van Kuijk, as a co-founder of the Company,
was attracted to his role as Non-Executive Director
because of his specific business-related expertise.
He did not qualify as independent under the
provisions of the Dutch Corporate Governance Code
as he is a former member of the Management Board
of the Company, and because he represents a
shareholder of the Company owning an interest of
over 10%. As such, the number of non-independent
Non-Executive Directors on the Board amounts to one.
Despite the fact that Jan van Kuijk did not qualify as
an independent Non-Executive Director as set out
above, more than half of all Non-Executive Directors
are independent.
FLOW TRADERS | ANNUAL REPORT 2025
56
Executive Directors
Thomas Spitz.png
Hermien Smeets-Flier-small.png
Owain Lloyd .png
Thomas Spitz
Hermien Smeets-Flier
Owain Lloyd
Chief Executive Officer (CEO)
Chief Financial and Risk Officer (CFRO)
Chief Technology Officer (CTO)
Gender: Male
Gender: Female
Gender: Male
Year of birth: 1975
Year of birth: 1971
Year of birth: 1980
Nationality: French
Nationality: Dutch
Nationality: British
First term (2025 - 2029)
First term (2023 - 2027)
First term (2024 - 2028)
Thomas Spitz was elected as Chief Executive Officer (CEO) and Executive
Director of the Flow Traders Ltd. Board in October 2025. In his role as CEO,
Thomas is responsible for shaping and executing the Company’s future by
providing clear and consistent strategic direction, ensuring strong
operational execution, cultivating long-term key stakeholder relationships,
as well as further developing and expanding business development
initiatives.
Thomas has more than 25 years of experience at global financial institutions
and has a strong and proven track record of leading trading, sales and
research divisions, managing large and diverse international teams, and
successfully driving sustainable growth. He has led innovative business
strategies, product development and technology initiatives, positioning
himself as a thought leader in the financial sector. Prior to joining Flow
Traders, Thomas was Chief Executive Officer of QuantCube Middle East, a
technology firm specialising in alternative data and analytics. He also served
as Group Head of Global Markets at First Abu Dhabi Bank from 2022 to
2024, where he was responsible for a broad range of activities, including
Trading, Sales, Research and the Group Investment Team. Before that,
Thomas spent over 20 years at Crédit Agricole, where he most recently held
the role of Head of Global Markets Trading, FICC and EQD.
Thomas holds a degree from ENSAE Paris, a leading French Grande École
specialising in Economics, Econometrics, Finance and Actuarial Science.
Hermien Smeets-Flier was elected as CFO and Executive Director of the
Flow Traders Ltd. Board in September 2023 and in 2025 formally assumed
the role as CFRO. As CFRO, she is responsible for the Company’s finance and
control functions, focusing on supporting the execution of Flow Traders’
strategic growth agenda. Hermien joined Flow Traders in July 2023 as
Global Finance Director.
Hermien has more than 20 years of experience leading and scaling finance,
risk, control and operational functions across the insurance and asset
management sectors. Prior to joining Flow Traders, Hermien served as Chief
Financial and Risk Officer and member of the Management Board at
Achmea Investment Management. Before that, she served as Chief
Financial Officer and Board member at AEGIS London. Prior to joining
AEGIS London, Hermien served as Chief Financial Officer and Board
member at Amlin Underwriting Ltd. She started her career at KPMG, where
she provided audit, financial and M&A advisory services to listed companies.
Hermien is a chartered accountant, registered in the Netherlands.
Owain was elected as Chief Technology Officer (CTO) and Executive Director
of the Flow Traders Ltd. Board in June 2024. As CTO, he is responsible for the
Company’s global Technology function. Owain joined Flow Traders in May
2024 as Director of Technology.
Owain has more than 20 years of experience designing, developing and
scaling global technology functions across leading financial institutions.
Prior to joining Flow Traders, he served as Chief Technology Officer and
Partner at Numeus Research and was a Founding Partner at Mercury
Trading from 2019 until 2022. Owain has also held senior leadership roles at
J.P. Morgan as Chief Business Technologist and Global Head of Electronic
Market Making from 2016 to 2019, and at Morgan Stanley as Executive
Director and Global Head of Automated Market Making Technology from
2010 to 2016. In addition, he worked at Citadel Investment Group in Options
Market Making Technology from 2004 to 2010, and at Credit Suisse First
Boston in Fixed Income Research from 2002 to 2004. Owain holds a degree
in Computer Science from the University of Cambridge.
  Corporate governance
FLOW TRADERS | ANNUAL REPORT 2025
57
Executive Directors (continued)
MarcJanssen Final-modified.png
Marc Jansen
Co-Chief Trading Officer (CTrO)
Gender: Male
Year of birth: 1990
Nationality: Dutch
First term (2025 - 2029)
Marc was elected Executive Director of the Flow Traders Ltd. Board in June
2025, effective 1 September 2025. He joined Flow Traders as a Trader in 2013,
initially focusing on commodity products, and in 2016 expanded his scope
to include FX. Marc was promoted to Head of Trading for EMEA in 2018. In
this capacity, he enhanced his leadership and management skills, leading
multidisciplinary trading teams and coordinating closely with, for example,
risk and compliance functions. He then spent 18 months in New York as Co-
Head of the Americas to strengthen trading operations there. In 2021, Marc
returned to Amsterdam and became Head of Trading with a focus on
Digital Assets. At the beginning of 2024, he was appointed Global Head of
Trading and a member of the Flow Traders B.V. Board, the Company’s
largest operating entity. These successive leadership appointments
equipped him with extensive management experience at both regional and
global levels, including stakeholder engagement, strategic planning, and
performance oversight. Marc was subsequently appointed Co-Chief Trading
Officer in April 2025. In his role, Marc manages trading operations with a
focus on Digital Assets, leads diverse teams across multiple locations, and
contributes to the Company’s strategy formulation and execution.
Marc holds two master’s degrees from Erasmus University Rotterdam: one
in Econometrics and Management Science (specializing in Quantitative
Finance) and one in Economics and Business (specializing in
Entrepreneurship & Strategy Economics).
FLOW TRADERS | ANNUAL REPORT 2025
58
Non-Executive Directors
Rudolf Ferscha
Jan van Kuijk
Linda Hovius
Chairman of the Board
Vice-Chairman of the Board
Chairwoman of the Remuneration & Appointment Committee
Gender: Male 
Gender: Male 
Gender: Female
Year of Birth: 1961
Year of Birth: 1966
Year of Birth: 1961
Nationality: Austrian
Nationality: Dutch
Nationality: Dutch
Fourth term (2023 - 2027)
Fourth term (2024 - 2028)
First term (2021 - 2025)
Rudolf serves as an Independent Non-Executive Director and
Chairman of the Flow Traders Ltd. Board. He is a member of the
Remuneration & Appointment Committee, the Trading & Technology
Committee, the Audit Committee and the Risk & Sustainability
Committee. Rudolf was first appointed as a member of the
Supervisory Board of Flow Traders in July 2015, re-appointed for a
second term in 2018 and a third term in 2021. Rudolf was appointed
Chairman of the Supervisory Board in March 2021 and in 2023 he was
re-elected for a fourth term to the Board as Chairman.
Originally a corporate finance and capital markets lawyer, he has
over 25 years’ board-level experience at international financial
institutions, including executive roles on the Management Boards of
Goldman Sachs Bank in Frankfurt and of Deutsche Börse AG. For
more than a decade, he held direct oversight responsibility for FSA
and BaFin regulated derivatives and securities trading businesses.
Between 2000 and 2005, Rudolf served as CEO of Eurex and from
2003 to 2005 Rudolf was Chairman of the Management Board of the
Frankfurt Stock Exchange.
Rudolf is currently a partner at Gledhow Capital Partners and
Chairman of the Advisory Board at Mainberg Asset Management
GmbH.
Jan serves as Non-Executive Director on the Flow Traders Ltd. Board
and is Chair of the Trading & Technology Committee. He is also
member of the Audit Committee, the Risk & Sustainability
Committee, and the Remuneration & Appointment Committee. Jan
is one of the co-founders of Flow Traders and served as its co-CEO
from its inception in 2004 until 2014. He was appointed Vice-
Chairman of the Supervisory Board of Flow Traders in July 2015.
Until 1996, Jan served as a partner at Optiver, where he was involved
in establishing their first electronic trading activities at Deutsche
Börse in 1993. He subsequently co-founded Newtrade Financial
Group in 1997, an options market-making firm that was later
discontinued, prior to co-founding Flow Traders.
Linda serves as an Independent Non-Executive Director on the Flow
Traders Ltd. Board and is Chairwoman of the Remuneration &
Appointment Committee. She is also a member of the Risk &
Sustainability Committee and the Trading & Technology Committee.
Linda was appointed as a member of the Supervisory Board of Flow
Traders in April 2021.
Linda has more than 30 years of experience leading and managing
professional organizations, defining strategic direction and driving
organizational change. In 2012, Linda founded Aberkyn – Change
Leadership Partners, with the objective of supporting top teams of
multinationals in the transformation of leadership capabilities and
organizational effectiveness.
Linda is currently a member of the Supervisory Board of Royal Flora
Holland and KPMG Netherlands. She is also Chairwoman of the
Board of the Koninklijke Hollandsche Maatschappij der
Wetenschappen (Royal Dutch Society for the Sciences and
Humanities). In addition, Linda is the owner of Hovius Consultancy,
which specializes in boardroom consultancy.
Rudolf Ferscha-small.png
Jan van Kuijk-small.png
Linda Hovius-small.png
  Corporate governance
FLOW TRADERS | ANNUAL REPORT 2025
59
Non-Executive Directors (continued)
Delfin Rueda
Paul Hilgers
Karen Frank
Chair of the Audit Committee
Chair of the Risk & Sustainability Committee
Gender: Male
Gender: Male
Gender: Female
Year of Birth: 1964
Year of Birth: 1968
Year of Birth: 1968
Nationality: Spanish
Nationality: German
Nationality: American
First term (2023 - 2026)
First term (2023 - 2026)
First term (2023 - 2027)
Delfin serves as Independent Non-Executive Director on the Flow
Traders Ltd. Board and Chair of the Audit Committee. He is also a
member of the Remuneration & Appointment Committee, the Risk &
Sustainability Committee and the Trading & Technology Committee.
Delfin was elected as Non-Executive Director in April 2023.
Delfin brings a wealth of experience in finance, strategy and financial
markets. He previously served as the CFO, CRO and member of the
Management Board at Atradius and held leadership positions at J.P.
Morgan, UBS and Andersen Consulting. Delfin was also the CFO and
Vice-Chair of the Executive Board and Management Board at NN
Group as well as Chairman of the European Insurance CFO Forum.
Currently, Delfin is a member of the Supervisory Board of Adyen and
Chair of its Audit & Risk Committee, as well as Independent Non-
Executive Director of Allfunds. He is also a Venture Partner at Mundi
Ventures.
Paul serves as Independent Non-Executive Director on the Flow
Traders Ltd. Board and Chair of the Risk & Sustainability Committee.
He is also a member of the Trading & Technology Committee. Paul
was elected as Non-Executive Director in April 2023.
Paul has an extensive and proven track record within global financial
markets, particularly within trading, clearing and market
infrastructure. Paul previously served as CEO APAC and as Director
Market Structure for Optiver and then became global CEO of Optiver
from 2014 until 2017. Paul was a member of the Supervisory Board at
EuroCCP, and Managing Director at Hilgers Consulting. Most recently
Paul worked at Deutsche Börse AG as Managing Director, heading
the firm’s cash market business.
Karen serves as an Independent Non-Executive Director on the Flow
Traders Ltd. Board. She is also a member of the Audit Committee, the
Risk & Sustainability Committee and the Trading & Technology
Committee. Karen was elected as a Non-Executive Director in April
2023.
Karen is an experienced investor, executive and business leader in
the financial services industry. Most recently, Karen served as
Executive Managing Director and Global Head of Equities at Ontario
Teachers’ Pension Plan, where she also chaired the Investment
Committee. She previously held senior leadership positions at
Barclays plc, where Karen was Chief Executive Officer of Barclays
Global Private Bank and a member of the International Executive
Committee.
Earlier in her career, Karen worked in the private equity industry,
including roles at Goldman Sachs within its Merchant Banking and
Financial Sponsors businesses. Karen is Chair of the British Heart
Foundation and Chair of the Dean’s Council for Harvard Kennedy
School of Government
Delfin Rueda-small.png
Paul Hilgers-small.png
Karen Frank-small.png
  Corporate governance
FLOW TRADERS | ANNUAL REPORT 2025
60
Non-Executive Directors (continued)
Caroline Terry
Gender: female
Year of Birth: 1964
Nationality: British
First term (2025 - 2029)
Caroline Terry serves as Independent Non-Executive Director on the
Flow Traders Ltd. Board and continues to serve as an Independent
member of the Supervisory Board of Flow Traders B.V. She was
elected as Non-Executive Director in November 2025. Caroline has
more than 30 years of experience in the financial and banking
sectors. She has held several leadership roles in the derivatives
businesses of Citibank and derivatives and cash businesses of Bank
of America Merrill Lynch, where she served as a Managing Director in
the Equities Division, focusing on market making and high frequency
trading. Caroline is a founding member and a Managing Director of
Amicos Advisors, a firm providing consultancy services to a broad
range of companies at various stages of growth.
She is also a non-executive director of CAN Ltd (Child and Adult
Neurodevelopmental Assessment Ltd), focused upon mental health
and neurodiversity in adults and children in the workplace and
education, and a trustee on charity boards including the Old Vic
Endowment Fund. Caroline has been an active diversity champion
throughout her career across gender, ethnicity and social diversity.
Caroline Terry-modified.png
FLOW TRADERS | ANNUAL REPORT 2025
61
General meeting,
shares and
shareholders
It is of great importance to the Company
and the Board that our shareholders
voice their views and actively participate
in decision-making during the Annual
General Meeting of Shareholders (AGM).
We pride ourselves on encouraging an
open dialogue and ensuring that the
General Meeting is adequately provided
with information required to actively
participate.
In accordance with our Bye-laws and subject to the
provisions of the Companies Act, the Company's
Board shall convene, and the Company shall hold
General Meetings as AGMs no later than six months
after the end of the financial year. The Board may,
whenever it deems necessary, and shall, when
requisitioned by shareholders pursuant to the
provisions of the Companies Act, convene General
Meetings other than AGMs which shall be called
Special General Meetings, at such time and place as
the Board may appoint. In 2025, the Board convened
a Special General Meeting which was held on 30
October 2025 in connection with the nomination
and election of Thomas Spitz as Executive Director
and Caroline Terry as Non-Executive Director of the
Company.
Subject to the Companies Act, a resolution may only
be moved and put to a vote at a General Meeting if
(i) it is proposed by or at the direction of the Board,
(ii) it is proposed at the direction of a competent
court, (iii) it is proposed on the requisition in writing
by eligible shareholders, or (iv) the Chairman of the
meeting in their absolute discretion decides that the
resolution may properly be regarded as within scope
of the meeting.
Save as otherwise provided in our Bye-Laws, at least
two shareholders present in person or by proxy and
entitled to vote on the matter representing the
holders of at least 20%, or the highest amount
required from time-to-time by any stock exchange
on which any of the shares are listed, of the issued
shares entitled to vote on the matter at such
meeting shall be a quorum. Increased quorum
requirements apply for the passing of certain
resolutions requisitioned by shareholders or the
resolution to elect, suspend or remove a Director.
Each shareholder present in person at a General
Meeting shall be entitled to vote on any question to
be decided on a show of hands or by a count of votes
received in the form of electronic record (including
by proxy), and each shareholder present in person or
by proxy shall be entitled on a poll to vote for each
share held by them. Each share carries one vote at a
General Meeting. The AGM is the ideal opportunity
for shareholders and the Board to interact. At an
AGM, shareholders can ask questions directly.
The 2025 AGM was held on 13 June 2025. During this
AGM, all proposals on the agenda were adopted. The
proposals adopted by the General Meeting related to
the Remuneration report, the Board Remuneration
Policy concerning its Non-Executive Directors, the
re-election of Mike Kuehnel, the election of Marc
Jansen, the re-election of Linda Hovius, the authority
to issue shares, the authority to exclude or limit
preemptive rights, the authority to purchase own
shares and the re-appointment of the external
auditor.
The Company's next AGM is scheduled to be held on
26 June 2026. More information will become
available on our website in due course.
Alteration of the Bye-Laws
The Bye-Laws may be revoked or amended only by
the Board, which may from time-to-time revoke or
amend them in any way by a resolution of the Board
passed by a majority of the Directors then in office
and eligible to vote on that resolution, but no such
revocation or amendment shall be operative unless
and until it is approved at a subsequent general
meeting of the Company by the Shareholders by
Resolution passed by a majority of votes cast.
Issue of shares
Subject to the provisions of the Bye-Laws, the
Company may only allot or issue shares, or grant
rights to subscribe for shares (other than treasury
shares) as authorized by a shareholders’ resolution
and within the limits of such authorization, which
authorization cannot be withdrawn, unless
determined otherwise at the time of the adoption of
the resolution.
During the 2025 AGM, our shareholders renewed the
authority of the Board to issue common shares or to
grant rights to subscribe for common shares up to
and including 13 December 2026 for up to 10% of the
total number of shares issued at the time of the
  Corporate governance |
General meeting, shares and shareholders
FLOW TRADERS | ANNUAL REPORT 2025
62
General Meeting for any purposes. Any issuance
exceeding this limit needs separate approval by the
General Meeting.
In addition, the General Meeting renewed the
authority of the Board to exclude or limit applicable
preemptive rights when issuing common shares or
granting rights to subscribe for common shares up
to and including 13 December 2026.
At our 2026 AGM, the Board intends to request that
the General Meeting renews its authorization to
issue common shares or to grant rights to subscribe
for common shares for up to 10% of the total number
of shares issued at the time of the 2026 AGM for any
purposes.
Purchase and cancellation of shares
The Board may, after prior authorization by
shareholders’ resolution and within the limits of such
authorization, authorize the purchase by the
Company of its own shares upon such terms as the
Board may in its discretion determine, provided
always that such purchase is effected in accordance
with the provisions of the Companies Act. Subject to
the provisions of the Bye-Laws, all shares of the
Company held by the Company as treasury shares
shall be at the disposal of the Board, which may hold
all or any of the shares, dispose of or transfer all or
any of the shares for cash or other consideration, or
cancel all or any of the shares.
During the 2025 AGM, our shareholders renewed the
authority of the Board to purchase shares in the
capital of the Company, either through purchase on
a stock exchange or otherwise, up to and including
13 December 2026, under the following conditions: (i)
the repurchase may constitute up to 10% of the total
number of shares issued at the time of the General
Meeting, (ii) provided that the Company will not hold
more shares in treasury than 10% of the issued share
capital and (iii) at a price (excluding expenses) not
less than the nominal value of the shares and not
higher than the opening price on Euronext
Amsterdam on the day of repurchase plus 10%. 
At the 2026 AGM, the Board intends to propose to
the General Meeting to renew its authorization to
repurchase shares in the Company.
Major shareholders
The following shareholders filed their interests in the
capital of the Company exceeding 3% to be included
in the AFM’s register of substantial holdings and
gross short positions as published on the website
www.afm.nl (data as published on 31 December
2024). A shareholder must file or update its holdings
if its interest exceeds, or drops below, 3%, 5%, 10%,
15%, 20%, 25%, 30%, 40%, 50%, 60%, 75% and 95%.
Based on the publications in the AFM’s public
register on substantial holdings and gross short
positions, the following table shows such
information as per 31 December 2025. For more
recent details on individual shareholdings please
refer to the AFM’s registers. For Javak Investments
B.V. and Avalon Holding B.V., the information as
included in the following table is based on historic
filings in the AFM’s register on notifications by
directors and members of the Supervisory Board of
Flow Traders N.V. In their capacity as directors of
Flow Traders Ltd., members of the Board (including
Jan van Kuijk) do not notify changes in share
ownership to the AFM to be registered in the
register on notifications by directors and members
of the Supervisory Board, as is the case for directors
or members of the Supervisory Board of a public
limited Company incorporated under Dutch law and
whose (depository receipts for) shares are admitted
to trading on a regulated market in the Netherlands
or in another EU Member State.
Information which is relevant to our shareholders,
and which is required to be published or submitted
pursuant to the provisions of company law and
securities law, is posted in a separate section of our
website. Our Stakeholder Engagement Policy can
also be found on our website.
Shareholdings as per filing dates
Filing/notification dates
J.T.A.G. van Kuijk
(Javak Investments B.V.)
12.22%
2/5/2018
R. Hodenius
(Avalon Holding B.V.)
10.07%
7/12/2018
Flow Traders Ltd.
(treasury shares)
4.61%
3/4/2025
Jan van Kuijk’s (Javak Investments B.V.)
shareholding is considered a long-term investment
within the meaning of section 3.3.3 of the Dutch
Corporate Governance Code.
Relationship agreement
Avalon Holding B.V. and Javak Investments B.V.
entered into a relationship agreement with the
Company.  The relationship agreement currently
grants each of Avalon Holding B.V. and Javak
Investments B.V. amongst others, a specific right to
nominate one Non-Executive Director for election
(and replacement). This right expires, in respect of
each relevant party, if such party ceases to, directly
or indirectly, hold more than 5% of the shares in the
Company provided that and for as long as, in
aggregate, Avalon Holding B.V. and Javak
  Corporate governance |
General meeting, shares and shareholders
FLOW TRADERS | ANNUAL REPORT 2025
63
Investments B.V. together continue to, directly or
indirectly, hold more than 5% of the Company’s
shares, Avalon Holding B.V. and Javak Investments
B.V. shall be entitled to jointly nominate one Non-
Executive Director for election.
The relationship agreement also stipulates that the
Board shall procure that for as long as Avalon
Holding B.V. and Javak Investments B.V.
(independently or together) have the right to
nominate a Non-Executive Director, the
Remuneration & Appointment Committee as
well as the Audit Committee, will include at least
the Non-Executive Director nominated by Avalon
Holding B.V. and/or Javak Investments B.V.
(as the case may be).
The relationship agreement shall cease to bind
Avalon Holding B.V. or Javak Investments B.V. if and
when Avalon Holding B.V. or Javak Investments B.V.,
respectively, no longer has the right to nominate (or
co-nominate) a Non-Executive Director.
The relationship agreement shall furthermore
terminate on the first day any of the following
conditions shall be met: (i) the Company having
become subject to insolvency proceedings, (ii)
a resolution of the shareholders of the Company
to liquidate the Company having become
unconditional (iii) the Company having ceased to
exist as a legal entity as a result of a legal merger
or spin-off where the Company is the disappearing
entity; or (iv) a termination of the listing of the
Company's shares on Euronext Amsterdam takes
effect, provided that the shares are not listed on any
other stock exchange.
No dedicated take-over protection structures
Flow Traders does not employ any of the following
dedicated take-over protection structures:
preference shares, depository receipts or call options
issued to vehicles conducive to protecting the
Company’s interest or independence.
Compliance with the Dutch Corporate
Governance Code
The Board values and considers the interests of the
various stakeholders involved. Good corporate
governance results in effective decision-making in a
manner which enhances shareholder value and
enables a company to maintain a culture of integrity,
transparency, and trust. Flow Traders has a long-
standing focus on a sustainable long-term value
creation strategy, culture and risk. As a Company
governed by Bermudan laws, the Dutch Corporate
Governance Code is not directly applicable to
Flow Traders Ltd., however, the Dutch Corporate
Governance Code continues to be one of the guiding
resources for Flow Traders Ltd.'s corporate
governance related practices. As the Dutch
Corporate Governance Code is not directly
applicable to Flow Traders Ltd., it is not intended
that Flow Traders Ltd. will report on any possible
deviations from the Dutch Corporate Governance
Code.
FLOW TRADERS | ANNUAL REPORT 2025
64
Corporate
governance
statements
Dutch decree on the content of the Board report
(besluit inhoud bestuursverslag)
The information required by section 2a of the Decree
is included in the chapters Governance and the
Board report;
The main features of our internal risk
management and control systems relating to the
financial reporting process can be found in the
chapter Risk management
The functioning of our General Meeting and the
authority and rights of our shareholders can be
found in the chapter Corporate governance
The functioning of our Board and its Committees
can be found in the chapters Corporate
governance and in the Board report
The Diversity, Equity & Inclusion (DE&I) Policy
regarding the composition of the Board including
its aims, how it is being effected and the results
can be found in the chapter Board report (section
3a sub d of the Decree)
The disclosure of the information required by the
Decree on Section 10 EU Takeover Directive can
be found in the chapter Corporate governance
(section 3b of the Decree)
Board in control statement
The Executive Directors are responsible for the
design, implementation and functioning of Flow
Traders’ internal risk management and control
systems. Flow Traders’ internal risk management
and control is a process, effectuated by the
Executive Directors, senior management and other
personnel. It is designed to mitigate risks and
provides sufficient comfort regarding the
achievement of objectives in the following
categories:
Effectiveness and efficiency of operations
Reliability of financial and non-financial
information
Compliance with laws, regulations and internal
policies
Safeguarding of assets, identification and
management of liabilities
Strategic goals of the Flow Traders Group
During the financial year, the Executive Directors
have assessed the design and effectiveness of these
systems, and the results have been discussed with
the Risk & Sustainability Committee, the Audit
Committee, the full Board and the external auditor.
The Executive Directors recognize the inherent
limitations of internal risk management and control
systems. Whilst Flow Traders continuously works
towards improving its processes and procedures,
these systems cannot provide absolute certainty
that all material risks have been identified or are
effectively mitigated nor that they can prevent all
misstatements, inaccuracies, fraud, operational
issues, and non-compliance with laws and
regulations. The level of certainty that can be
provided is influenced by, among other things,
inherent limitations to risk management, business
considerations such as Flow Traders’ risk appetite,
the complexity of Flow Traders’ operations and the
dynamic nature of Flow Traders’ business
environment, particularly the fast-paced and
technology-driven markets in which it operates.
Certain risks remain outside Flow Traders’ direct
control, as they depend on third parties or external
circumstances beyond Flow Traders’ influence. The
principal risks Flow Traders’ faces, its risk
management and risk appetite are described in the
Risk management chapter of this Annual Report.
Based on the assessment of the design and
operation of our internal risk management and
control systems, including the application of the
COSO and ISO 31000 frameworks, and with
reference to Best Practice Provision 1.4.3 of the 2025
Dutch Corporate Governance Code, the Executive
Directors confirm to the best of their knowledge
that:
The Annual Report provides sufficient insights
into failings in the effectiveness of the internal
risk management and control systems (see e.g.
chapter Risk management)
These systems provide reasonable assurance that
the financial reporting does not contain any
material inaccuracies
The Executive Directors as at the balance sheet
date are not aware that the internal risk
management and control systems do not provide
1 Sufficient comfort is to be read as: comfort considering our risk appetite, the complexity of our enterprise, inherent limitations to these systems and other disclosures on these systems in this Annual Report.
  Corporate governance |
Corporate governance statements
FLOW TRADERS | ANNUAL REPORT 2025
65
sufficient comfort 1 that the operational and
compliance risks identified in the Risk
management chapter of this Annual Report are
effectively managed considering Flow Traders’
risk appetite, supporting sustainable value
creation and safeguarding the interests of our
stakeholders
Based on the current state of affairs, it is justified
that the financial reporting is prepared on a going
concern basis (see e.g. chapters Financial
statements and Other information)
The Annual Report states material risks (if any)
and uncertainties that are relevant to the
expectation of the Company’s continuity for the
period of twelve months after the preparation of
the report (see e.g. chapters Our Company and
Our risk management)
Due to inherent limitations to risk management and
control systems, the above does not imply that these
systems and procedures provide certainty as to the
realization of strategic, operations, compliance and
reporting objectives, nor that they can prevent all
misstatements, inaccuracies, fraud, operational
issues, and non-compliance with laws and
regulations.
This assessment has been supported by continuous
monitoring, scenario analysis, stress testing, and
independent oversight from the second-line Risk
and Compliance functions, as well as by internal and
external audits and regular supervision by the Risk &
Sustainability Committee and the Board. We remain
committed to ongoing refinement and adaptation
of our framework in response to emerging market
developments, regulatory changes, and
technological innovations.
Amsterdam, 12 March 2026
The Executive Directors
Thomas Spitz (Chief Executive Officer)
Hermien Smeets-Flier (Chief Financial and Risk Officer)
Owain Lloyd (Chief Technology Officer)
Marc Jansen (Co-Chief Trading Officer)
FLOW TRADERS | ANNUAL REPORT 2025
66
Conformity
statement
The Executive Directors of Flow Traders
are required to prepare the Annual
Accounts and the Annual Report of the
Company in accordance with Title 9 of
Book 2 of the Dutch Civil Code (due to its
status as a formeel buitenlandse
vennootschap) and those International
Financial Reporting Standards (IFRS)
accounting standards that were
endorsed by the European Union.
Conformity statement pursuant to section 5:25c
paragraph 2(c) of the Dutch Financial Supervision
Act (Wet op het financieel toezicht).
The Executive Directors of Flow Traders are
responsible for maintaining proper accounting
records, for safeguarding assets and for taking
reasonable steps to prevent and detect fraud and
other irregularities. They are responsible for selecting
suitable accounting policies and applying them on a
consistent basis, making judgments and estimates
that are prudent and reasonable. They are also
responsible for establishing and maintaining internal
procedures which ensure that all major financial
information is known to the Board, so that the
timeliness, completeness and correctness of the
external financial reporting are assured.
As required by section 5:25c paragraph 2(c) of the
Dutch Financial Supervision Act, each of the
signatories hereby confirms that to the best of his/
her knowledge:
The Flow Traders 2025 Annual Accounts give a
true and fair view of the assets, liabilities, financial
position and profit or loss of Flow Traders Ltd. and
the enterprises included in the consolidation
taken as a whole
The Flow Traders 2025 Annual Report gives a true
and fair view of the position at the balance sheet
date, the development and performance of the
business during the financial year 2025 of Flow
Traders Ltd. and the enterprises included in the
consolidation taken as a whole, together with a
description of the principal risks Flow Traders is
being confronted with
Amsterdam, 12 March 2026
The Executive Directors
Thomas Spitz (Chief Executive Officer)
Hermien Smeets-Flier (Chief Financial and Risk Officer)
Owain Lloyd (Chief Technology Officer)
Marc Jansen (Co-Chief Trading Officer)
FLOW TRADERS | ANNUAL REPORT 2025
67
FLOW TRADERS | ANNUAL REPORT 2025
68
Message from
the Chairman
Dear Stakeholders,
I would like to express my sincere
appreciation to our Shareholders
for their continued support and
constructive engagement with
the Board. Your dialogue with us,
throughout a year of substantial
strategic progress and leadership
transition, has been instrumental in
shaping Flow Traders’ priorities and
shared vision.
In 2025, the Board remained strongly committed
to supporting the Leadership Team in the execution
of our strategic objectives. In its advisory and
consultative capacity, the Board provided guidance
on several pivotal initiatives which accelerated
Flow Traders’ growth during the year. These
initiatives included the continuation of the Trading
Capital Expansion Plan, the further cultivation of a
robust culture of risk awareness and collaboration,
and the appointment of Thomas Spitz as Chief
Executive Officer.
Leadership and organizational momentum
The Board oversaw a smooth CEO transition and
would like to thank Mike Kuehnel for his continuous
dedication, leadership and guidance throughout his
tenure as CEO of Flow Traders.
Thomas joined Flow Traders in September and was
officially elected as CEO and Member of the Flow
Traders Ltd. Board on 30 October. Thomas joined
Flow Traders as an external candidate; and the
process was seamless thanks to Mike’s extended
tenure and dedication throughout the handover
process. Thomas has now passed his 100-day mark
and successfully completed his onboarding, already
bringing clarity of direction and renewed energy to
our growth and diversification plans.
In 2025, we additionally appointed our Co-Chief
Trading Officers, reflecting our focus on
strengthening leadership across both digital assets
and traditional finance. This structure has helped
sharpen execution, deepen domain expertise, and
accelerate collaboration across our global trading
teams.
10 Years of Public Success
2025 marked the 10th anniversary of Flow Traders as
a public Company, an important milestone that
speaks to the durability of our business, the strength
of our culture, and the trust placed in us by our
stakeholders. From our roots in ETP market making
to becoming a global liquidity provider across asset
classes, our journey has been underpinned by a
commitment to transparency, efficiency, and
innovation in the financial markets. 
Engagement with Flow Traders’ team
As part of our ongoing engagement with the
organization, the Board held an offsite meeting in
Hong Kong. The program combined internal
sessions with Trading, Technology and Business
Support teams, alongside meetings with external
partners and stakeholders, and in-depth discussions
on the APAC regional strategy. These interactions
continue to strengthen the Board’s understanding
of the business and support effective governance
and oversight.
Trading Capital Expansion Plan
In line with our strategic priorities, we continued to
support initiatives that reinforce our capital base and
operating resilience. We carefully executed debt
financing to complement our capital structure,
providing flexibility to scale trading capacity
responsibly and capture opportunities across market
cycles. This aligns with our Trading Capital Expansion
objectives and risk-aware approach to growth.
Business performance
2025 was marked by stronger market activity and
continued growth across the global ETP ecosystem,
Flow Traders delivered a solid finish to the year.
Trading conditions were more favorable, with higher
ETP value traded and increased activity across
several asset classes. We recorded net trading
income of €485.8 million and net profit of
133.6 million for the financial year 2025.
The journey ahead
Looking ahead into 2026, we see significant
opportunities across our core and adjacent markets.
The continued rise of digital assets, the expansion of
ETPs, and progress towards more harmonized and
transparent regulation all align strongly with Flow
Traders’ capabilities, strengths and potential.
Board report  |
Message from the Chairman
FLOW TRADERS | ANNUAL REPORT 2025
69
Flow Traders JV2025 rudolf.jpg
With a strengthened capital base, a balanced
funding profile, a resilient operating platform and
a strong Leadership Team, Flow Traders is well
positioned to execute its growth and diversification
strategy. The Board remains focused on enabling
disciplined expansion, maintaining a strong culture
of risk awareness and collaboration, and ensuring
capital is allocated to the highest-conviction
opportunities.
To share our strategic direction and priorities with
shareholders, the Company will host a Capital
Markets Update in 2Q 2026. This event will provide
deeper insight into our growth and diversification
ambitions, capital allocation framework, technology
roadmap, as well as our approach to risk
management and engagement with market
structure developments.
On behalf of the Board, I would like to thank all
Flow Traders employees for their dedication,
professionalism and contribution to our success.
We are confident that, together, we will make 2026
another impactful year for our business.
Rudolf Ferscha
Chairman of the Board
FLOW TRADERS | ANNUAL REPORT 2025
70
The Board's focus
in 2025
During 2025, the Board held eight formal
Board meetings and met several times
without holding a formal meeting.
Examples of meetings without holding a
formal meeting include a preparation
session for the AGM, education and
strategy days and the self-assessment
day. During these meetings a variety of
topics were discussed, including but not
limited to the following:
Strategy
Throughout 2025, Flow Traders executed its strategy
centered on sustainable long-term value creation.
Under the Board’s oversight, the Company advanced
its strategic growth agenda by optimizing its core
operations, enhancing its quantitative capabilities,
and improving its technology infrastructure. The
Board continuously assessed the implementation
and feasibility of the strategy, the resilience of the
business model and the dynamics of the markets in
which the Company operates, as well as the
opportunities and risks that shape operational and
financial goals. It also considered the future impact
of the Company’s position in relevant markets and
stakeholder interests, alongside matters material to
the business, including environmental, social and
employee-related topics, the integrity of the value
chain, and strong measures to fight corruption and
bribery. Through this disciplined approach,
Flow Traders aims to strengthen its foundation
while embracing the future of financial markets with
agility and innovation.
Leadership
Looking back on 2025, Flow Traders executed an
orderly leadership transition to support the
Company’s next phase of growth. After a
comprehensive search process and extensive
discussions, the Board nominated Thomas Spitz as
Chief Executive Officer and Executive Director. On 30
October 2025, Thomas Spitz was elected by the
General Meeting with effect from 1 November 2025.
Thomas’ in-depth knowledge of the industry and key
stakeholders, combined with his international and
cross-functional expertise in different roles, drive and
proven track record will be of great value to the
Company and the accomplishment of its strategic
goals.
Moreover, during the Annual General Meeting of 13
June 2025, Marc Jansen was elected as an Executive
Director with effect from 1 September 2025. Marc
was appointed as Co-Chief Trading Officer in April
2025. Marc’s in-depth knowledge of trading, his drive
and proven track record are of great value to the
Company and will contribute to the Company’s
strategic goals.
Finally, on 30 October 2025, Caroline Terry was
elected by the General Meeting as Non-Executive
Director with effect from 5 November 2025.
Caroline’s knowledge of, and experience in,
companies trading financial instruments and the
financial sector is of great value to the Company.
Moreover, her profound understanding of the
Company’s organization, given her position and
contributions to the Supervisory Board of Flow
Traders B.V. since 2023, will enable her to perform
the role of Non-Executive Director with excellence.
Throughout the leadership transition, the Board
ensured continuity by keeping the Company
focused on its strategic growth agenda aimed at
strengthening our foundation while embracing the
future of financial markets with agility and
innovation. Thomas is firmly committed to this
strategy, and the Board has strong confidence in his
vision, expertise, and leadership to guide Flow
Traders into its next phase of sustainable growth. 
Strategy-associated risks
In 2025, the Board and its committees maintained
rigorous oversight of the Company’s risk assessment
processes and the monitoring of internal risk
management and control systems. The review
provided a comprehensive view of the key risks to
which the Company is exposed, including market
and liquidity risk, counterparty and credit risk,
operational and conduct risk, quantitative model
and data risk, technology resilience and
cybersecurity, regulatory and compliance risk,
financial and capital risk, and ESG and reputational
considerations. For each risk area, the Board
assessed the design and effectiveness of the
corresponding controls and mitigants. Particular
attention was given to execution and change risks
tied to the strategic growth agenda: optimizing core
operations without disrupting market-making
performance, scaling quantitative capabilities while
maintaining robust model governance and data
quality, and upgrading technology infrastructure
with strong cyber resilience and system stability.
These reviews informed the Board’s view on residual
risks, priorities for remediation, and the
appropriateness of the Company’s risk appetite, with
progress tracked through regular reporting and
Board report  |
The Board’s focus in 2025
FLOW TRADERS | ANNUAL REPORT 2025
71
deep‑dive sessions to ensure the Company’s
operational and financial objectives remain well
protected while pursuing sustainable long‑term
value creation.
Financial results
During the financial year 2025, the Board was kept
fully informed of the Company’s financial results
through regular management reporting, quarterly
reviews and dedicated Board sessions. Financial
performance, outlook and capital allocation were
discussed in depth by the Audit Committee, which
oversaw the financial statements, key accounting
judgments, internal and external audit findings and
the effectiveness of internal controls over financial
reporting, and by the Trading & Technology
Committee, which reviewed trading performance,
revenue drivers across asset classes, market
conditions, cost developments and returns on
technology investments. Insights and
recommendations from both committees were
routinely reported to the Board, ensuring timely,
transparent oversight of financial results and strong
alignment with Strategy 2025. 
Off-site
The Board met for a three-day off-site meeting in the
Flow Traders Hong Kong office. During this off-site,
the Board concentrated on gaining insights into and
interacting with the APAC operations, which
involved engaging with local leadership and
essential ecosystem partners. The sessions held
provided the Board with an opportunity to learn
more about business development in the region,
trading, and Flow Traders’ value proposition in the
Asia Pacific region.
Remuneration of Executive Directors and
employees
Throughout 2025, the Remuneration & Appointment
Committee maintained robust oversight of the
Remuneration Policy and (executive) appointments
in support of the Company’s strategy 2025, keeping
the Board fully informed through regular reports
and deep‑dive discussions. The Committee reviewed
and recommended executive and senior leadership
remuneration outcomes. It conducted market
benchmarking and assessments, proposed
refinements to strengthen pay‑for‑performance, and
made recommendations to amend the Non-
Executive remuneration Policy, which was approved
during the Company’s Annual General Meeting. On
elections and succession, the Committee led the
CEO search and recommended the election of
Thomas Spitz as Executive Director and Chief
Executive Officer to support the Company’s next
phase of growth. All material actions and
recommendations were escalated to the Board in a
timely manner, ensuring clear governance and
effective decision‑making throughout the year. 
Sustainability
Through the Risk & Sustainability Committee, we
continue our focus on sustainability, monitoring
developments in relation to the adoption of the
Corporate Sustainability Reporting Directive (CSRD)
within Dutch legislation and the implications of the
European Commissions’ Omnibus proposal.
The Internal Audit function (IA)
In 2025, the recommendations of the IA function, the
functioning of the IA function and the progress of
the 2025 Internal Audit Plan have been discussed
and followed up during the year. The Internal Audit
(IA) function reports its audit results to the Board
and the Audit Committee and informs the external
auditor, ensuring transparent oversight and effective
coordination across assurance activities. Each year,
the Board assesses how the IA function fulfills its
responsibilities and takes the Audit Committee’s
opinion into account. Throughout the year, Internal
Audit executed a risk‑based plan, performed
thematic and process reviews, issued
recommendations to strengthen controls and
governance, and monitored remediation to closure,
with progress regularly reported to management
and the Board. These disciplines continued into 2026
to support the Company’s strategy execution and
maintain a resilient control environment. 
Board evaluation
In November 2025, the Non-Executive Directors self-
evaluated their functioning and performance as a
group as well as for the Board’s committees and for
the individual Non-Executive Directors. In
preparation, input was collected by way of an
extensive questionnaire from the individual Non-
Executive Directors, from the Executive Directors
and from key employees with regular access to the
Board and/or its committees. The Non-Executive
Directors discussed this input and reflected on the
insights provided.
Drawing on the inputs received and their own
assessment of the Board skills matrix, the Non-
Executive Directors concluded that they bring
sufficient diversity in experience and competencies
to collectively be able to ensure proper and effective
governance for the Company. Also the composition
and effectiveness of the Board committees was
positively assessed.
Board report  |
The Board’s focus in 2025
FLOW TRADERS | ANNUAL REPORT 2025
72
The Non-Executive Directors identified the following
key themes requiring continued attention in order
to further strengthen the effectiveness of the Non-
Executive Directors and of the Board as such going
forward:
Building a continuous Board development
program, with targeted education on emerging
market areas (e.g., digital assets) and other fast-
evolving topics
Clear delineation of roles and responsibilities
between Executive Directors and Non-Executive
Directors
Strengthening the chairmanship of Committees,
set thresholds and the appropriate level of detail
for reporting, and ensure material topics are
discussed
Strengthening high-performance Board
dynamics through scheduled, facilitated team
learning and alignment session
Set strategy reviews to reaffirm the long-term
“north star,” stress-test assumptions, and identify
potential obstacles and mitigations 
The 2025 Non-Executive Director self-assessment
also included an independence-assessment which
was led by Rudolf Ferscha as Chairman of the Board
and Linda Hovius as Chairwoman of the
Remuneration & Appointment Committee. As a
result of this independence-assessment, the Non-
Executive Directors reconfirmed the independence
of Rudolf Ferscha, Linda Hovius, Delfin Rueda, Paul
Hilgers, Karen Frank, and Caroline Terry. Jan van
Kuijk was considered a Non-Independent Director.
The Executive Directors also evaluated their own
functioning and performance as a group and
individually. In the 2025 Executive Director self-
assessment, the focus was on the dynamics
between and the functioning of the CEO, CFRO,
CTO, and CTrO, and further strengthening the joint
strategic vision of the Executive Directors as a
leadership team. It was further concluded that the
Executive Directors’ distinct skill sets combine to
form a cohesive leadership team that strengthens
execution and governance especially with the
election of Thomas Spitz as CEO and being in charge
of the strategic agenda with respect to long-term
strategy.
The performance of the Executive Directors was
discussed among the Non-Executive Directors, and
with each Executive Director individually, on at least
two separate occasions throughout the year. For a
detailed overview of the performance reviews and
the means by which these were conducted,
reference is made to the Remuneration report as
included in this Annual Report.
FLOW TRADERS | ANNUAL REPORT 2025
73
Committees
During the financial year 2025,
the Board operated four committees:
the Audit Committee, the Remuneration
& Appointment Committee, the Trading
& Technology Committee, and the
Risk & Sustainability Committee.
For more information on the
functioning and the responsibilities
of the committees, please refer to
the chapter Corporate governance.
The committees reported to the Board by
sharing their advice and recommendations
during Board meetings and by providing an update
of the deliberations that had taken place in their
respective committees.
Audit Committee
The Audit Committee met six times in 2025.
Other attendees besides the committee members
included the CEO, CFRO, CTrO, the Global Head of
Finance, the Head of Investor Relations, the Global
Head of Internal Audit, the Global Head of Risk and
Compliance and the external auditor.
During these meetings, the Audit Committee
discussed the annual results, the half-yearly results
and the quarterly results. Other topics discussed
include e.g. significant new and proposed legislative
initiatives related to accounting, auditing and
financial reporting, tax planning, tax strategy and
monitoring, assessing whether there were
significant deficiencies and material weaknesses in
internal control over financial reporting, the
Company’s financing strategy and capital
management policy, assessing the Company’s
compliance with rules and regulations, the
Company’s Code of Conduct and the methods used
to assess the effectiveness of the internal and
external audit processes. Moreover, the Audit
Committee discussed and evaluated the process
and planning in connection with the auditor rotation
to be effective as of 2028. Topics discussed with the
external auditor included the financial statements
over the financial year 2025, recommendations on
the basis of the Annual Report, their audit plan for
the financial year 2026 and their interim review
report. The Audit Committee advises and make
recommendations to the Board on approval of the
Annual Report, including the Verklaring Omtrent
Risicobeheersing (VOR), noting that the VOR
remains a management statement.
The Audit Committee reviewed the management
letter and recommendations included in the
auditor’s report, as issued by the external auditor
and discussed the actions taken by leadership to
address any recommendations and observations.
The Audit Committee evaluated the performance of
the external auditor and discussed this with the
Board and subsequently with the external auditor.
In light of the foregoing, the Audit Committee
advised the Board about the reappointment of the
external auditor for the reporting year 2026, before
the Board determined EY's nomination for the
appointment of the external auditor to the General
Meeting. Given the nature of our business, the
application of information and communication
technology by the Company, including risks relating
to cyber security, are discussed in detail in the
Trading & Technology Committee.
External auditor
The Audit Committee and the Executive Directors
reported to the full Board on EY’s functioning as the
external auditor, the Company’s relationship with
the external auditor, on its fees, as well as on other
audit and non-audit services it provided to the
Company. EY performed a review of the Company’s
interim financial statements and issued an
unqualified review report. The Audit Committee
evaluated the qualifications, performance and
independence of EY, taking into account the
opinions of the Executive Directors. The Audit
Committee also obtained a report from the external
auditor regarding, among other topics, its internal
quality control procedures. EY confirmed its
independence from Flow Traders in accordance with
the professional standards applicable to it. Based on
the information provided by the Audit Committee,
the Board nominated EY as external auditor for the
reporting year 2026 at the Company’s General
Meeting in 2025. Subsequently, EY was reappointed
by the General Meeting as external auditor for the
reporting year 2026.
The Internal Audit (IA) function
The IA function carried out all audits that were due
per the 2025 Internal Audit plan, as approved by the
Board in October 2024. Focus areas in the 2025
Internal Audit plan included amongst others trading,
risk management, IT systems and adherence to
regulatory (reporting) requirements. The Audit
Committee and the Global Head of Internal Audit
discussed the internal audit results from 2025
(findings, observations, recommendations,
management feedback and follow-up). In October
Board report  |
Committees
FLOW TRADERS | ANNUAL REPORT 2025
74
2025, the Board approved an updated version of the
Internal Audit Charter. The Chairman of the Audit
Committee maintains regular dialogue with the
Global Head of Internal Audit, particularly in relation
to ongoing audits and outstanding audit items. More
information can be found in the chapter Corporate
governance.
Risk & Sustainability Committee
The Risk & Sustainability Committee met four times
in 2025. Invitees to the meeting were the Executive
Directors, the Global Head of Risk and Compliance
and the Global Head of Operations & Middle Office.
The main focus in these meetings were (i)
developing a strategic risk roadmap, (ii) the firm’s
execution of its compliance and regulatory
frameworks (iii) and the evaluation of the firm’s
sustainability reporting approach. The attendees
discussed in detail the relevant risks the Company is
exposed to, the internal controls in place to address
these risks, the Executive Directors’ views on such
risks, as well as the effectiveness of the design and
operation of the internal risk management and
control system. The Committee also reviewed and
prepared for the VOR (Risk Management
Statement), a new requirement under the Dutch
Corporate Governance Code which the Company
voluntarily applies as a guiding resource. More
information can be found in the chapter Corporate
governance. 
Remuneration & Appointment Committee
The Remuneration & Appointment Committee met
six times in 2025. Other attendees besides the
Committee members included the CEO, the CFRO
and the Global Head of HR and Recruitment. During
these meetings the Remuneration & Appointment
Committee regularly discussed the Company
culture in general including but not limited to DE&I
insights, updates to the performance management
cycle, and the results of the annual employee
engagement survey and any follow-up actions
resulting out of such survey. The Remuneration &
Appointment Committee further discussed the
Employee Remuneration Policy, and made
proposals to the Board with respect to the
remuneration of the Non-Executive Directors, with
these changes approved at the AGM in June 2025.
The size, composition, functioning and succession
planning of the Board was reviewed including any
findings and conclusions, and the Board skills matrix
was updated as part of ESG reporting under CSRD.
Other duties included the monitoring of
developments in rules and regulations in relation to
remuneration policies and the preparation of the
Remuneration report.
Trading & Technology Committee
The Trading & Technology Committee met four
times in 2025. As the core business of the Company
is discussed in this committee, all of the Non-
Executive Directors formed part of the Trading &
Technology Committee. Invitees to the meeting
were the Executive Directors, Global co-Chiefs of
Trading and the Global Head of Technology. The
committee addressed trading topics including but
not limited to, trading performance across all
specific asset classes, with a specific focus on digital
assets, and regions including KPI tracking, trading
strategies, market conditions and capital allocation,
and updates on key strategic projects on the 2025
roadmap. The Trading & Technology Committee also
addressed technology topics, including but not
limited to technology strategies, cyber security,
business continuity and systems resilience,
quantitative enablement, and developments with
respect to rules and regulations concerning the
Company’s technology operations, e.g. DORA.
Non-Executive Directors
During the year 2025, two meetings were held
among the Non-Executive Directors, without the
Executive Directors being present. One of the
meetings was related to the profit share allocation to
the Executive Directors, which, in accordance with
the Board Rules and the Company’s Remuneration
Policy, is a matter reserved for the Non-Executive
Directors. The other meeting, held in April 2025,
related to a number of Board composition changes,
including changing the CFO title to CFRO.
FLOW TRADERS | ANNUAL REPORT 2025
75
Board
composition
Changes throughout 2025
The composition of the Board changed during
the financial year 2025 to support the Company’s
operational and strategic priorities. Marc Jansen,
Co‑Chief Trading Officer, was elected as an
Executive Director with effect from 1 September
2025. Thomas Spitz was elected CEO and Executive
Director with effect from 1 November 2025.
In addition, Caroline Terry joined the Board as an
Independent Non‑Executive Director with effect
from 5 November 2025. 
Rotation Schedule
Any changes in the composition of the Board require
careful consideration from a succession planning
perspective. In making nominations to the General
Skills matrix AR.png
Meeting of Shareholders for the election of directors
to the Board, the Board tries to mitigate the
potential future risk of directors simultaneously
retiring. The Board rotation schedule, which gives a
clear insight into each director's term(s) is available
on our website.
Gender diversity within the Board
We aim to incorporate diversity aspects such as
nationality, age, gender, educational background or
professional background into decision making
concerning the composition of our workforce.
Regardless of rules and regulations, we see diversity
as a means to guarantee a safe and inclusive
*Has (previous) executive board member experience of (listed) international company
**Capital markets can be defined as any experience working within the broader capital markets eco-system 
environment for our employees and to optimize
balanced decision making. To the extent possible,
these aims also apply to the composition of our
Board. The current composition of the Board is
diverse in terms of gender, nationality and expertise,
and collectively brings appropriate experience in the
financial, economic, trading, technology, social and
legal aspects of a Company like ours. Specifically
with respect to gender diversity within the Board, we
have set the following goals: (i) to have at least 1/3
female and 1/3 male Non-Executive Directors and (ii)
at least one female and at least one male Executive
Director. During the year 2025 we were able to
continue meeting our gender diversity goals, as is
reflected in the following table.
Unit
Female
Male
Female/Male ratio
(headcount)
Executive Directors
1 (2024: 1)
3 (2024: 2)
25% (2024: 33%)
Non-Executive Directors
3 (2024: 2)
4 (2024: 4)
43% (2024: 33%)
Board
4 (2024: 3)
7 (2024: 6)
36% (2024: 33%)
Board skills and expertise matrix
FLOW TRADERS | ANNUAL REPORT 2025
76
Meetings and
attendance
The table below shows statistics concerning
attendance at Board and committee meetings by
the respective members of those from among the
(Non-)Executive Directors, reflected as number of
meetings attended out of the total number of
meetings held (as relevant for each respective
member) during the calendar year 2025.
The attendance rate of Non-Executive Directors
during the year was 96% for Board meetings and
99.15% including committee meetings and Non-
Executive Director meetings. The average
attendance rate reflects mid-year elections,
particularly Marc Jansen joining the Board in
September, and Thomas Spitz and Caroline Terry
joining the Board in November, which reduced their
eligible meetings during 2025. The Executive
Directors attended each meeting in full or in part,
except for the Non-executive Director meetings and
the Remuneration & Appointment Committee
meetings concerning the profit share of the
Executive Directors.
Board meetings
Audit
Committee
Remuneration &
Appointment
Committee
Risk & Sustainability
Committee
Trading &
Technology
Committee
Non-Executive
Directors
Rudolf Ferscha
8/8
6/6
8/8
4/4
4/4
2/2
Jan van Kuijk
7/8
5/6
8/8
4/4
4/4
2/2
Linda Hovius
7/8
N/A
8/8
4/4
4/4
2/2
Karen Frank
8/8
6/6
N/A
4/4
4/4
2/2
Paul Hilgers
8/8
N/A
N/A
4/4
4/4
2/2
Delfin Rueda
8/8
6/6
8/8
4/4
4/4
2/2
Caroline Terry***
2/2
N/A
N/A
N/A
N/A
1/1
Thomas Spitz**
2/2
N/A
N/A
N/A
N/A
N/A
Hermien Smeets-Flier
8/8
N/A
N/A
N/A
N/A
N/A
Owain Lloyd
8/8
N/A
N/A
N/A
N/A
N/A
Marc Jansen*
3/3
N/A
N/A
N/A
N/A
N/A
*Marc Jansen’s term of office started on 1 September 2025.
**Thomas Spitz’ term of office started on 1 November 2025.
***Caroline Terry’s term of office started on 5 November 2025.  Please note that after that date no Risk & Sustainability nor Trading & Technology Committee meetings were held.
FLOW TRADERS | ANNUAL REPORT 2025
77
FLOW TRADERS | ANNUAL REPORT 2025
78
Letter from the
Chairwoman
Dear Stakeholders,
On behalf of the Remuneration &
Appointment Committee, I am pleased
to present our 2025 Remuneration
report. This report includes a summary
of the Remuneration Policy currently
in force and the remuneration awarded
in 2025 in accordance with this policy.
The allocation of remuneration for 2025
was closely aligned with Flow Traders’
financial performance.
To provide context, as a result of the overall
increase in market activity during the year, we
recorded a net trading income of €485.8 million and
a net profit of €133.6 million for the financial year
2025. These results are reflected in the KPI scorecard
and formed the basis for determining the
remuneration distributed for the financial year 2025.
The Non-Executive Directors, in close consultation
with, and supported by, the Executive Directors,
have decided that the firm-wide variable
remuneration pool for 2025 amounts to €74.4
million (2024: €87 million), corresponding to 32.5%
of the operating result in 2025.
Leadership transitions
2025 marked important developments within our
leadership team. Mike departed the firm after a
significant period of contribution, and we thank him
for his leadership and dedication. We were pleased
to appoint Thomas as Chief Executive Officer,
bringing a renewed focus on disciplined execution,
sustainable growth, and long-term value creation.
In addition, Marc was appointed Co-Chief Trading
Officer, and joined the Board as Executive Director,
strengthening senior oversight and deepening our
trading capabilities. These changes ensure
continuity in our strategic priorities while enhancing
performance and accountability.
Strengthening our quantitative edge through
talent
During the year, Flow Traders prioritized the hiring of
exceptional quantitative talent, recognizing their
central role in our performance and sustaining our
competitive edge. By structuring our quantitative
team, spanning research, model development, and
quant engineering, we are accelerating strategy
innovation and execution while strengthening risk
discipline. This focus supports our technology
roadmap, which is aimed at handling higher trading
volumes, enhancing our quantitative capabilities,
and driving operational efficiency across the firm.
Fostering a high-performance, entrepreneurial
culture
The Board, and particularly the Remuneration &
Appointment Committee remains focused on
nurturing an open, accountable, and entrepreneurial
culture. During the year, the Executive Directors and
the leadership team advanced regional engagement
initiatives to strengthen collaboration, align on
strategy, and improve communication. Committee
members met regularly with employees across
different levels and locations and participated in
informal sessions, including lunch meetings, to
listen, exchange ideas and gather feedback.
These interactions inform our oversight and help
ensure that our remuneration structures and talent
practices continue to underpin sustainable growth,
prudent risk-taking, and continuous innovation.
Linda Hovius
Chairwoman of the
Remuneration &
Appointment Committee
FLOW TRADERS | ANNUAL REPORT 2025
79
2025 remuneration
for the Executive
Directors of the Board
The remuneration and other contractual arrangements
of the Executive Directors are determined by the Non-
Executive Directors of the Board, based on proposals from
the Remuneration & Appointment Committee.
The Non-Executive Directors have assessed the remuneration of the Executive
Directors based on both individual and collective performance, as well as the
Company’s performance in 2025. A detailed explanation of this assessment is
included in the Performance assessment section of this Annual Report.
Total remuneration
The table below shows the total remuneration awarded to individual Executive
Directors in 2025. The firm-wide variable remuneration pool in 2025 represents
32.5% of the operating result, in line with the proposed cap on total remuneration
in the 2025 Remuneration Policy. The hard cap on total remuneration for each
Executive Director in 2025 is €4.5 million. The cap is based on the 2025 average
employee total pay of €224.2 k, calculated according to the recommendation of
the Dutch Monitoring Commission.
Total remuneration of Executive Directors of the Board (in thousands of euro)
Fixed
remuneration
Variable remuneration
Extraordinary
items
Pension
scheme
Total
remuneration
Proportional split (%)
of remuneration in
fixed/variable
Name
Base salary
Cash
Company shares’
Variable
2025
2024
2025
2024
2025
2024
2025
2024
2025
2024
2025
2024
2025
2024
Upfront
Deferred
Upfront
Deferred
Thomas Spitz, CEO (2025-)1
99
463
163
325
1,049
13%/87%
Mike Kuehnel, CEO (2023 - 2025)2
225
300
125
125
400
400
250
800
725
1,900
26%/74%
16%/84%
Hermien Smeets-Flier, CFRO     
(2023 -)
300
300
275
275
416
381
550
763
1,400
1,860
21%/79%
16%/84%
Owain Lloyd, CTO (2024-)
300
201
288
288
219
219
575
438
1,450
1,077
21%/79%
19%/81%
Marc Jansen, CTrO (2025-)3
267
300
300
600
1,467
17%/83%
1 Thomas Spitz joined Flow Traders as of 1 September 2025 and was appointed as Chief Executive Officer and Executive Director of the Board as of 1 November 2025. The upfront cash includes Thomas’ sign on fee
2 Mike Kuehnel completed his term as Chief Executive Officer on 31 August 2025
3 Marc Jansen was appointed  as Co-Chief Trading Officer and Executive Director of the Board  as of 1 September 2025
  Remuneration report  |
2025 remuneration for the Executive Directors
FLOW TRADERS | ANNUAL REPORT 2025
80
Base salary
In 2025, Thomas Spitz joined the firm as Chief Executive Officer (CEO) and
member of the Flow Traders Board. Marc Jansen also joined the Flow Traders
Board as Co-Chief Trading Officer (CTrO). Together with Hermien Smeets-Flier,
Chief Financial and Risk Officer (CFRO), and Owain Lloyd, Chief Technology
Officer (CTO), our Executive Directors receive an annual fixed base salary of
€300,000. This relatively modest base salary is fully aligned with our
remuneration philosophy, which places significant emphasis on variable
remuneration linked to positive Company performance.
Variable remuneration
The design of our variable remuneration reflects our remuneration principles.
We operate a single incentive plan that drives and rewards both annual and long-
term performance with a significant focus on the long-term through the multi-
year pay-out mechanism and half of the award being paid in Flow Traders equity.
The value of the equity is directly linked to performance of the Flow Traders’ share
price from the date of grant to vesting. Additionally, any outstanding variable
remuneration (deferred or unvested) remains at risk in full for future years. In line
with our guiding principles, the Executive Directors share in the same firm-wide
variable remuneration pool as all other employees. This pool of variable
remuneration is primarily a function of operating results. While this structure is
uncommon among listed companies, it is in line with the practice in our industry
among both listed and non-listed peer companies, and necessary to be able to
attract, retain and motivate individuals of the highest caliber.
Executive Directors performance assessment
To determine the Executive Directors’ variable remuneration awards, the Non-
Executive Directors conduct a holistic assessment of the performance of each
Executive Director and the Executive Directors as a whole in accordance with a
defined scorecard. In this holistic performance assessment, the Non-Executive
Directors consider performance against Company targets, which have a weight
of 70% of their variable compensation and include both financial and
sustainability KPIs. To ensure a balanced assessment, our KPIs do not have pre-
determined weightings, allowing the Remuneration & Appointment Committee
to determine the overall outcome and ensure appropriateness in wider
circumstances. Objectives for the KPIs included in the scorecard are defined prior
to the beginning of the year and, where appropriate, quantitative targets are
predetermined to ensure a robust and transparent assessment. Individual
performance is assessed in conjunction with Company performance, with a 30%
weighting applied to determine the final variable remuneration outcomes. We
present the Company-level KPIs and an overview of the performance assessment
conducted for 2025 in the next section. Total remuneration for any individual
Executive Director of the Board is formally capped at 20 times the average FTE
total remuneration.
FLOW TRADERS | ANNUAL REPORT 2025
81
Performance assessment
The Company performance scorecard is focused on six
clearly defined performance criteria. These criteria were
selected to align closely with our business model and
strategic priorities and include a balanced set of financial
and sustainability metrics.
In 2025, largely the same Company performance criteria were applied as in 2024,
with one refinement in how the Company assesses employee engagement.
Instead of relying solely on a global engagement score, regional engagement
scores were incorporated, providing a more granular and representative
assessment. The Company performance criteria carry a weighting of 70%, with
the remaining 30% linked to individual performance metrics for the Executive
Directors’ variable remuneration. The criteria were established prior to the start of
the performance period, ensuring that the targets set were appropriately
challenging, and were as follows:
1. Median daily net trading income (NTI) normalized for volatility
We believe that the median daily NTI, normalized for volatility, provides a
statistically clean picture of overall business growth. The distribution of daily NTI is
not normally distributed, but instead more closely resembles a Poisson or
Gamma distribution, with a limited number of negatives days and a higher
frequency of days with elevated profitability. As these higher-profitability days are
independent, a simple average of daily NTI is statistically less meaningful than the
median of the daily NTI. It is therefore Flow Traders’ ambition to increase this
median NTI for equal volatility scenarios. To achieve this, it is necessary to
normalize the observed daily NTI for volatility. Given that volatility does not have a
linear impact, but a moderately exponential effect, the most appropriate
calculation method is to divide the daily median NTI by the square root of the
volatility. This methodology has been performed on our historical results, using
the average VIX value to normalize the NTI. It is important to note that, for a
business with a global footprint which is exposed to multiple different asset
classes, VIX is a simplified proxy for overall volatility (VIX is the implied volatility of
the S&P500). However, it does provide a measure of general market sentiment.
The target value set by the Company is for this metric to increase by 10 points per
year, which equals an increase of approximately €50,000 per trading day. For
2025, the target for this metric was set at 257, while Flow Traders achieved an
actual result of 365.
2. EBITDA margin
EBITDA margin is a profitability ratio that measures how much in earnings a
company is generating before interest, taxes, depreciation, and amortization, as a
percentage of the total income.
For 2025, the target for this metric was set at 40%, reflecting historical
performance levels and representing a level that supports a sustainable and
growing business for all internal and external stakeholders. Flow Traders achieved
an actual EBITDA margin of 41%, exceeding the target.
3. Return on average shareholders' equity
The return on average shareholders' equity shows how much money is returned
to our shareholders as a percentage of the money that has been invested or
retained in Flow Traders. It is calculated by dividing Flow Traders’ net profit for the
year by the average total shareholders' equity for the year (i.e., the average of the
opening and closing shareholders' equity balances, expressed as a percentage).
The target for this metric was set at 20% for 2025, which is an approximation of
Flow Traders’ cost of equity and steers towards delivering a return on
shareholders' equity that is greater than the Company’s cost of equity. Flow
Traders achieved an actual result of 16%.
4. Business development
It is an ongoing objective of the Company to consistently grow and further
diversify its trading activities each year, particularly in line with developments in
overall market volumes. In the prior year, we refined the business development
KPI to better reflect the Company’s stated growth and diversification strategy,
with four distinct components contributing to this KPI. A key component of our
trading activities is off-exchange trading with institutional counterparties, and
the value traded per active counterparty serves as an indicator of progress and
depth of relationships in this area. As we continue to broaden our presence
across asset classes, the proportion of net trading income derived from fixed
income, commodities, foreign exchange and digital assets, relative to total net
trading income, measures the increasing diversification of our business model. In
  Remuneration report  |
Performance assessment
FLOW TRADERS | ANNUAL REPORT 2025
82
a similar manner, the proportion of net trading income generated in the
Americas and APAC, as a share of total net trading income, reflects the expansion
of our activities outside Europe. Finally, our own ETP value traded, compared to
the total market ETP value traded, provides a measure of our overall market share
and competitive positioning within the ETP ecosystem.
This business development score provides a relative score based on an algorithm
comprised of several input levers including the number of active counterparties,
off-exchange value traded, our net trading income by asset class and by region,
our own ETP value traded and total market ETP value traded. At the end of 2025,
Flow Traders had over 1,200 counterparties and off-exchange value traded
amounted to €635 billion for the year. Fixed income, commodities, FX and digital
assets accounted for 41% of total NTI and the Americas and APAC accounted for
41% of total NTI. Flow Traders ETP value traded amounted to €1,940 billion and
market ETP value traded amounted to €68,915 billion. The target for this metric
was set at 1.8 for 2025. Based on these inputs and developments, Flow Traders
achieved an actual score of 1.6.
5. Compliance awareness score
The compliance awareness score ensures that the incidents raised as part of the
Financial & Capital Risk and Non-Financial Risk & Compliance Committees are
reported on a timely basis to the Board. Only known incidents are raised to the
Board at the time of reporting.
Incident management was successful overall; issues were identified and
escalated through transparent channels. Opportunities remain for improvement
with respect to implementing cross-departmental enhancements and structural
solutions rather than ad hoc improvements.
Flow Traders achieved a 100% outcome with respect to its compliance awareness
score, which is fully aligned with the 2025 target set for the executives. All
incidents were reported in a timely manner, and Flow Traders relies on the robust
procedures and ongoing training of the Compliance and Business teams to
ensure that any breaches of obligations are appropriately escalated and
addressed.
6. Engagement score
This metric represents the average score given by employees in response to the
main engagement question in our annual global employee engagement survey.
Engagement is a measure of how committed and enthusiastic employees are
about their work and the organization. When people are engaged, they feel more
comfortable being themselves at work. Different factors contribute to employee
engagement, including organizational culture, work environment, work
relationships, and development opportunities.
For 2025, the engagement score in EMEA was 7.3 (2024: 7.1), which is 3% above
the regional target of 7.1. AMER recorded an engagement score of  7.1 (2024: 7.4),
in line with the regional target of 7.1. APAC achieved an engagement score of 6.7
(2024: 7.1), which is 6% below the regional target of 7.1 for 2025.
2025 performance summary
The performance on the Company scorecard, in combination with the individual
performance of the Executive Directors, determined the individual variable
remuneration outcomes. As noted above, our KPIs do not carry predefined
weightings, which allows the Remuneration & Appointment Committee to
exercise judgment in determining the overall outcome and to ensure that the
results are appropriate in light of the prevailing circumstances.
While the Return on average shareholders' equity score and the Business
development metric were below target, performance against these measures
was nevertheless considered satisfactory, taking into account the market
environment during the year. The underlying reasons for not fully achieving the
targets were well understood. In addition to the Company performance metrics,
the individual contributions and leadership performance of the Executive
Directors were also taken into account when determining the final variable
remuneration levels.
2026 scorecard
The Non-Executive Directors of the Board have determined that the six KPIs used
to assess Executive Director performance in 2025 will be retained for the 2026
performance year, except for the Compliance awareness score and the EBITDA
margin.
In 2026 the Compliance awareness score will be replaced by the Compliance
mandatory training & attestation rate. This KPI will show the weighted
completion rate of global mandatory compliance trainings together with the
yearly compliance attestation completion rate. We feel this adjusted KPI will
demonstrate Flow Traders’ ambition and focus on risk behavior and a culture in
which compliance is top of mind for all employees.
  Remuneration report  |
Performance assessment
FLOW TRADERS | ANNUAL REPORT 2025
83
The EBITDA margin will be replaced by the Net profit margin, as this more clearly
reflects the financial performance of the Company.
The specific targets relating to each of these 2026 KPIs are commercially sensitive
and accordingly the target ranges and actual performance outcomes achieved
will be disclosed retrospectively together with appropriate commentary in the
next Annual Report. The weighting of the Company versus individual targets will
remain at 70% versus 30%.
Performance scorecard
Annual Report_Performance Metric black_25.jpg
For 2025, the engagement score was assessed distinctively, with individual regional targets of 7.1 for EMEA, APAC and the
U.S.
FLOW TRADERS | ANNUAL REPORT 2025
84
Deferral and vesting of
variable pay
We believe in creating a culture of ownership, risk awareness and
entrepreneurial spirit and we embrace an approach which truly
connects our people to the business in sharing profit and risk.
To ensure that the variable remuneration award of the Executive Directors is
aligned with our beliefs and contributes to long-term value creation and
shareholder experience, 50% of the 2025 award to the Executive Directors is paid
out in equity deferred over multiple years.
This approach allows us to take a longer-term outlook on remuneration,
and the table below illustrates the vesting schedule for outstanding awards.
All equity-based awards are subject to a holding period of one-year post-vesting.
The main terms and conditions of the awarded shares to Executive Directors are
provided in the  ‘Executive Directors’ share-based compensation’ table.
The remaining 50% is settled in cash, paid in equal installments in 2026 and 2027.
The above approach accords with our culture and remuneration philosophy of
encouraging management and employee share ownership, creating alignment
with our long-term success.
renumeration policy 24_beige bg (1).png
  Remuneration report  |
Deferral and vesting of variable pay
FLOW TRADERS | ANNUAL REPORT 2025
85
Years of vesting for cash-settled instruments (before 2023) and
awarded shares (2023 onwards) (in thousands of euro)
Executive Directors of the Board
2025
2026
2027
2028
2029
Thomas Spitz, CEO
2025
81
81
81
81
Mike Kuehnel
2021
125
125
2022
213
213
213
2023
63
63
63
2024
200
200
200
200
2025
63
63
63
63
Hermien Smeets-Flier, CFRO
2023
50
50
50
2024
191
191
191
191
2025
138
138
138
138
Owain Lloyd, CTO
2024
109
109
109
109
2025
144
144
144
144
Marc Jansen, CTrO
2025
150
150
150
150
Dennis Dijkstra
2020
963
2021
181
181
2022
213
213
213
Folkert Joling
2020
963
2021
181
181
2022
213
213
213
Thomas Wolff
2020
481
2021
100
100
FLOW TRADERS | ANNUAL REPORT 2025
86
Executive Directors’ share-based compensation (shares)
Share plan
Tranche
Grant date
Vesting date
End of retention
period
Outstanding at the
beginning of 2025
Granted
Dividend
reinvestment
Vested
Forfeited
Outstanding at
the end of 2025
Fair value per share at
the grant date
Thomas Spitz
2025 1
Tranche 1
23-Jan-26
23-Jan-26
23-Jan-27
Tranche 2
23-Jan-26
2-Jan-27
2-Jan-28
Tranche 3
23-Jan-26
2-Jan-28
2-Jan-29
Tranche 4
23-Jan-26
2-Jan-29
2-Jan-30
Mike Kuehnel
2023
Tranche 2
12-Jan-24
2-Jan-25
2-Jan-26
3,802
3,802
€17.42
Tranche 3
12-Jan-24
2-Jan-26
2-Jan-27
3,802
3,802
€17.42
Tranche 4
12-Jan-24
2-Jan-27
2-Jan-28
3,802
3,802
€17.42
2024
Tranche 1
17-Jan-25
12-Mar-25
12-Mar-26
7,681
7,681
€23.88
Tranche 2
17-Jan-25
2-Jan-26
2-Jan-27
7,681
7,681
€23.88
Tranche 3
17-Jan-25
2-Jan-27
2-Jan-28
7,681
7,681
€23.88
Tranche 4
17-Jan-25
2-Jan-28
2-Jan-29
7,681
7,681
€23.88
2025 1
Tranche 1
23-Jan-26
23-Jan-26
23-Jan-27
Tranche 2
23-Jan-26
2-Jan-27
2-Jan-28
Tranche 3
23-Jan-26
2-Jan-28
2-Jan-29
Tranche 4
23-Jan-26
2-Jan-29
2-Jan-30
Hermien Smeets-Flier
2023
Tranche 2
12-Jan-24
2-Jan-25
2-Jan-26
3,019
3,019
€17.42
Tranche 3
12-Jan-24
2-Jan-26
2-Jan-27
3,019
3,019
€17.42
Tranche 4
12-Jan-24
2-Jan-26
2-Jan-28
3,019
3,019
€17.42
2024
Tranche 1
17-Jan-25
12-Mar-25
12-Mar-26
7,321
7,321
€23.88
Tranche 2
17-Jan-25
2-Jan-26
2-Jan-27
7,321
7,321
€23.88
Tranche 3
17-Jan-25
2-Jan-27
2-Jan-28
7,321
7,321
€23.88
Tranche 4
17-Jan-25
2-Jan-28
2-Jan-29
7,321
7,321
€23.88
  Remuneration report  |
Executive Directors’ share-based compensation (shares)
FLOW TRADERS | ANNUAL REPORT 2025
87
Share plan
Tranche
Grant date
Vesting date
End of retention
period
Outstanding at the
beginning of 2025
Granted
Dividend
reinvestment
Vested
Forfeited
Outstanding at
the end of 2025
Fair value per share at
the grant date
Hermien Smeets-Flier (continued)
2025 1
Tranche 1
23-Jan-26
23-Jan-26
23-Jan-27
Tranche 2
23-Jan-26
2-Jan-27
2-Jan-28
Tranche 3
23-Jan-26
2-Jan-28
2-Jan-29
Tranche 4
23-Jan-26
2-Jan-29
2-Jan-30
Owain Lloyd
2024
Tranche 1
17-Jan-25
12-Mar-25
12-Mar-26
4,200
4,200
€23.88
Tranche 2
17-Jan-25
2-Jan-26
2-Jan-27
4,200
4,200
€23.88
Tranche 3
17-Jan-25
2-Jan-27
2-Jan-28
4,200
4,200
€23.88
Tranche 4
17-Jan-25
2-Jan-28
2-Jan-29
4,200
4,200
€23.88
2025 1
Tranche 1
23-Jan-26
23-Jan-26
23-Jan-27
Tranche 2
23-Jan-26
2-Jan-27
2-Jan-28
Tranche 3
23-Jan-26
2-Jan-28
2-Jan-29
Tranche 4
23-Jan-26
2-Jan-29
2-Jan-30
Marc Jansen
2025 1
Tranche 1
23-Jan-26
23-Jan-26
23-Jan-27
Tranche 2
23-Jan-26
2-Jan-27
2-Jan-28
Tranche 3
23-Jan-26
2-Jan-28
2-Jan-29
Tranche 4
23-Jan-26
2-Jan-29
2-Jan-30
Total Executive Directors
20,463
76,808
26,023
71,248
General: Shares are granted at the gross amounts and will vest at the net amount (gross amount less tax).
1 The 2025 share scheme will only be known at the closure of the first open period (21 March 2026), where the average VWAP for the open period will be known as well as the exact number of shares granted to each Executive Director.
  Remuneration report  |
Executive Directors’ share-based compensation (shares)
FLOW TRADERS | ANNUAL REPORT 2025
88
Comparative overview of Company performance and remuneration
The long-standing foundation of our Remuneration Policy reflects a relatively
modest base salary and variable remuneration that is aligned with Company
performance – which varies each year depending on successful or less successful
(financial) years. This is clearly illustrated in the table below which shows the
development of the Company performance and the awarded (full-time)
remuneration of executives and average employee remuneration over the last 
five years.
Internal pay ratios
The 2025 pay ratio (CEO total pay vs. average total employee pay) is 7.92
compared to 7.92 in 2024. This is well below the cap of 20 times average total
employee pay.
Scenario analyses
The Board carries out yearly scenario analyses when determining the structure
and level of Executive Director remuneration outcomes, in accordance with the
Dutch Corporate Governance Code.
This includes the calculation of remuneration outcomes under a range of
scenarios, in which different performance assumptions are applied. By
considering different performance scenarios, the potential outcomes of the
variable remuneration components, as well as the resulting impact on the total
remuneration of the Executive Directors, are assessed and evaluated. The Board
believes that the current remuneration structure and resulting outcomes are
appropriate and aligned with interests and experiences of shareholders. The
Board will continue to assess the adequacy of the remuneration structure,
including performance measures used for variable remuneration components.
Comparative remuneration table showing remuneration and Company performance over the last five years
(in thousands of euro)
2021
2022
2023
2024
2025
The Board: Total remuneration awarded (actual)
Thomas Spitz, CEO (2025-)1
1,049
Mike Kuehnel, CEO (2023 - )2
1,040
1,795
656
1,900
725
Hermien Smeets-Flier, CFRO (2023 - )
534
1,860
1,400
Owain Lloyd, CTO (2024-)
1,077
1,450
Marc Jansen, CTrO (2025-)3
1,467
Dennis Dijkstra, CEO (2014 - 2022 )
1,545
1,795
41
Folkert Joling, CTrO (2018 - 2023)
1,553
1,803
475
Comparative company performance (comparative)
2021:2022
2022:2023
2023:2024
2023:2024
2024:2025
Net trading income (NTI)
(59%)
20%
(35%)
56%
4%
EBITDA
(52%)
(67%)
(55%)
223%
(9%)
Basic EPS
129%
1%
11%
335%
(16%)
FTE total remuneration
2021:2022
2022:2023
2023:2024
2023:2024
2024:2025
Average FTE total remuneration
(59%)
4%
(36%)
58%
(6%)
1 Thomas Spitz joined Flow Traders as of 1 September 2025 and was appointed as Chief Executive Officer and Executive Director of the Board as of 1 November 2025
2 Mike Kuehnel completed his term as Chief Executive Officer on 31 August 2025
3 Marc Jansen was appointed  as Co-Chief Trading Officer and Executive Director of the Board  as of 1 September 2025
  Remuneration report  |
Executive Directors’ share-based compensation (shares)
FLOW TRADERS | ANNUAL REPORT 2025
89
No pensions, loans and other benefits
In 2025, no personal loans, guarantees or related benefits were granted by the
Company to the members of the Board as part of their compensation package.
No loans, guarantees or similar instruments to the members of the Board were
outstanding on 31 December 2025.
We have not reserved nor accrued any amounts to cover pension claims or
retirement claims. We do not provide any other ancillary benefits for any member
of the Board.
Clawback variable remuneration
Malus and clawback provisions are in place that are comprehensive, irreversible
and substantially exceed regulatory requirements. No variable remuneration was
clawed back during 2025.
Temporary deviations from the Remuneration Policy
No temporary deviations took place from the respective policy in 2025.
Shares held by employees and Executive Board members
We have a long-standing philosophy of encouraging share ownership among
management and employees, creating alignment between the Company’s long-
term success and individual financial interests. Since the IPO, we have
implemented several share-based incentive  schemes. In connection with the
IPO, a significant number of current and former employees made personal
investments in Flow Traders. Subsequently, the Flow Traders Cash Incentive Plan
(FCIP) and the Flow Traders Loyalty Incentive Plan (FLIP) were introduced.
The FCIP was replaced in 2020 by a new share-based incentive plan, which
provides for the award of up to 50% of variable remuneration in shares or share-
like instruments.
31 December 2025 shares held by Executive Directors
Number of
shares
% of
outstanding
total shares
Mike Kuehnel
34,967
0.08%
Hermien Smeets-Flier (CFRO)
6,756
0.01%
Owain Lloyd (CTO)
2,121
0.005%
Marc Jansen (CTrO)
117,525
0.26%
Total
161,369
0.35%
FLOW TRADERS | ANNUAL REPORT 2025
90
2025 remuneration
for employees
Variable remuneration
We apply an annual performance cycle. At the beginning of each calendar year,
clear objectives are set, aligned with the Company’s strategic objectives.
Performance is reviewed twice during the annual cycle. Individual variable
remuneration payable from the collective variable compensation pool is
determined based on Company and business unit performance, individual
performance and the individual’s contribution to the long-term success of the
Company as a whole. This approach discourages a culture of ‘star’ behavior and
actively promotes collaboration and teamwork. Flow Traders does not base
variable remuneration directly on individually achieved financial results.
The Executive Directors approve the awarding of variable remuneration.
Where awarded, variable remuneration is paid in a combination of cash,
Company shares and Company share-like instruments, and is settled in one or
more annual installments, depending on the amount awarded. The deferred
variable remuneration component acts as a first-loss tranche to absorb any
operating losses in subsequent years, thereby serving as a buffer before such
losses would impact shareholders’ equity. This mechanism provides a strong
incentive for risk-aware behavior, reinforces a long-term focus, and ensures
alignment with the Company’s risk appetite. The Board considers the deferral
period to be appropriate and proportionate, given the Company’s risk profile and
time horizon.
Variable remuneration components may become subject to reduction or
clawback if it is determined that the relevant employee did not meet
adequate norms of competence and appropriate behavior or was responsible
for behavior that led to a substantial deterioration of the Company’s position,
in accordance with applicable law
We do not award guaranteed variable remuneration to employees unless the
guaranteed variable component is awarded in relation to hiring new staff,
limited to the first year of employment, and only if we have a sound and strong
capital base
We do not award severance payments if there is a serious imputable act or
negligence by the employee in the fulfillment of his or her function or where
an employee resigns voluntarily (unless this is the consequence of a serious
imputable act or negligence (ernstig verwijtbaar handelen of nalaten) by the
Company)
The Company does not grant its employees any personal loans, guarantees or
equivalent benefit as part of their compensation package. We do not provide
any other ancillary benefits for any employee. We have not reserved or
accrued any amounts to cover pension claims or retirement claims
Emphasizing share ownership
We value ownership, both in terms of mindset and behavior, as well as through
direct participation in the ownership of the Company. We believe that share
ownership strongly aligns the interests of the Company with those of our
employees. Since before the Company’s listing, and following the IPO, we have a
long-standing track record of offering employees the opportunity to become
shareholders. From performance year 2020 onwards, we have increasingly
rewarded employees directly in Company shares. The higher the level of variable
remuneration an individual receives, the greater the proportion of variable
compensation that is paid in shares, reinforcing long-term alignment.
We also continue to operate the Flow Loyalty Incentive Plan (FLIP), under which
Company shares are awarded to employees upon reaching their two-year
anniversary with the Company. Shares awarded under the FLIP are subject to a
lock-up period. All shares awarded to employees are funded from the variable
remuneration pool. The terms and conditions of the employee share plans are
reviewed annually by the Executive Directors. As part of these plans, Company
shares have been, and will continue to be, purchased in the market.
Pension
We encourage our employees to actively plan and save for retirement. At our
headquarters in Amsterdam, we partner with a pension provider that offers
employees the flexibility to choose the option that best suits their individual
needs, while encouraging participation in the Company-sponsored program. In
our other offices, we offer retirement arrangements that are aligned with local
market practices and regulatory requirements, reflecting country-specific
frameworks and employment standards.
  Remuneration report  |
2025 remuneration for employees
FLOW TRADERS | ANNUAL REPORT 2025
91
Variable compensation granted
In 2025, the total amount of variable remuneration awarded to all employees
including the Executive Directors was € 74.4 million (2024: €87 million).
In 2025, Company-wide average compensation (including salary, social security
costs and variable remuneration) paid per average FTE was €224.2K (2024:
239.8K), while variable remuneration per average FTE amounted to 49.1% (2024:
56.8%) of total compensation in 2025. This excludes any Executive Director
remuneration.
FLOW TRADERS | ANNUAL REPORT 2025
92
2025 remuneration for the
Non-Executive Directors of
the Board
The table below shows the total fixed compensation awarded to the individual Non-Executive Directors.
Remuneration of the Non-Executive Directors
Committee fees, annualized (€)
Chair
Board fee (€)
Audit Committee
Remuneration &
Appointment
Committee
Risk &
Sustainability
Committee
Trading &
Technology
Committee
Total annualized
fees (€)
Actual fees paid,
2025 (€) 1
Rudolf Ferscha
Board
112,500
8,500
8,500
8,500
8,500
146,500
130,000
Jan van Kuijk
Trading & Technology
78,750
8,500
8,500
8,500
11,250
115,500
102,500
Linda Hovius
Remuneration &
Appointment
78,750
16,875
8,500
8,500
112,625
100,000
Paul Hilgers
Risk & Sustainability
78,750
11,250
8,500
98,500
98,500
Delfin Rueda
Audit Committee
78,750
16,875
8,500
8,500
8,500
121,125
121,125
Karen Frank
78,750
8,500
8,500
8,500
104,250
104,250
Caroline Terry
14,583
1,583
1,583
17,750
17,750
Total 2025
520,833
42,375
42,375
55,333
55,333
716,250
674,125
1 Remaining 2025 Board fees have been paid in 2026
FLOW TRADERS | ANNUAL REPORT 2025
93
2024 remuneration for the
Non-Executive Directors of
the Board
The table below shows the total fixed compensation awarded to the individual
Non-Executive Directors.
Remuneration of the Non-Executive Directors
Committee fees, annualized (€)
Chair
Board fee (€)
Audit Committee
Remuneration &
Appointment
Committee
Risk &
Sustainability
Committee
Trading &
Technology
Committee
Total annualized
fees (€)
Actual fees paid,
2024 (€)
Rudolf Ferscha
Board
100,000
7,500
7,500
7,500
7,500
130,000
130,000
Jan van Kuijk
Trading & Technology
70,000
7,500
7,500
7,500
10,000
102,500
102,500
Linda Hovius
Remuneration &
Appointment
70,000
15,000
7,500
7,500
100,000
100,000
Paul Hilgers
Risk & Sustainability
70,000
10,000
7,500
87,500
87,500
Delfin Rueda
Audit Committee
70,000
15,000
7,500
7,500
7,500
107,500
107,500
Karen Frank
70,000
7,500
7,500
7,500
92,500
92,500
Total 2024
450,000
37,500
37,500
47,500
47,500
620,000
620,000
No variable remuneration shares, pensions, loans and other benefits
The Non-Executive Directors did not receive variable remuneration for their work
as Board members or any share-based remuneration, and no personal loans,
guarantees or equivalent benefits were granted by the Company to the Non-
Executive Directors as part of their compensation package. We have not reserved
nor accrued any amounts to cover pension claims or retirement claims. We do
not provide any other ancillary benefits for any Non-Executive Director.
FLOW TRADERS | ANNUAL REPORT 2025
94
FLOW TRADERS | ANNUAL REPORT 2025
95
Consolidated statement of financial position (in thousands of euro)
As at 31 December
Note
2025
2024
Assets
Cash and cash equivalents
14
7,227
8,389
Financial assets held for trading
15
7,061,396
6,118,987
Trading receivables
16
8,381,573
5,960,221
Other assets held for trading
17
343,209
625,085
Other receivables
18
25,479
35,464
Current tax assets
13
2,810
4,866
Investments measured at fair value through OCI
19
26,986
33,094
Investments measured at fair value through PL
20
10,778
24,697
Equity-accounted investments
21
18,792
11,497
Property and equipment
22
57,549
68,905
Intangible assets
23
4,089
2,002
Deferred tax assets
13
4,465
8,059
Total assets
15,944,353
12,901,266
Liabilities
Financial liabilities held for trading
24
5,213,641
4,274,703
Trading payables
25
9,295,999
7,150,564
Other liabilities held for trading
26
240,195
512,492
Other liabilities
27
101,452
97,017
Current tax liabilities
13
17,411
22,640
Loans and borrowings
28
164,938
24,957
Lease liabilities
29
42,227
52,178
Provisions
31
Deferred tax liabilities
13
110
107
Total liabilities
15,075,973
12,134,658
FLOW TRADERS | ANNUAL REPORT 2025
96
Consolidated statement of financial position (in thousands of euro)
As at 31 December
Note
2025
2024
Equity
Share capital
30
159,851
159,851
Share premium
30
556
556
Treasury shares
30
(42,569)
(57,857)
Share-based payment reserve
30
28,322
35,307
Retained earnings
30
718,300
584,267
Currency translation reserve
30
(957)
35,400
Fair value reserve
30
4,877
9,084
Total equity
868,380
766,608
Total equity and liabilities
15,944,353
12,901,266
The supplementary notes on pages 102 to 144 are an integral part of these consolidated financial statements.
FLOW TRADERS | ANNUAL REPORT 2025
97
Consolidated statement of profit or loss and other comprehensive income (in thousands of euro)
For the year ended 31 December
Note
2025
2024
Gross trading income
798,223
800,775
Fees related to the trading activities
158,490
129,758
Net financial expenses related to the trading activities
153,933
203,223
Net trading income
9
485,800
467,794
Other income or (expense)
10
(5,317)
11,525
Total income
480,483
479,319
Employee expenses
11
174,681
166,918
Depreciation of property and equipment
22
17,536
16,559
Amortization of intangible assets
23
607
728
Write off of (in) tangible assets
23
148
(Reversal of) impairment of intangible assets
23
10,716
Other expenses
12
106,877
95,301
Operating expenses
310,417
279,654
Operating result
170,066
199,665
Finance cost
28
(6,264)
(3,288)
Impairment of equity-accounted investments
21
(766)
Share of profit/(loss) of equity-accounted investments, net of tax
21
847
(1,247)
Profit before tax
164,649
194,364
Tax expense
13
31,084
34,827
Profit for the year attributable to the owners of the Company
133,565
159,537
Other comprehensive income (loss)
Items that are or may be reclassified subsequently to profit or loss
Foreign currency translation differences - foreign operations
30
(36,357)
17,328
Items that will not be reclassified subsequently to profit or loss
Changes in investments at fair value through other comprehensive income
30
(1,920)
6,813
Other comprehensive income for the year, net of tax
(38,277)
24,141
Net other comprehensive income for the year attributable to the owners of the Company
95,288
183,678
Earnings per share
Basic earnings per share
8
3.07
3.69
Diluted earnings per share
8
2.98
3.56
The supplementary notes on pages 102 to 144 are an integral part of these consolidated financial statements.
FLOW TRADERS | ANNUAL REPORT 2025
98
Consolidated statement of changes in equity (in thousands of euro)
2025
Note
Share capital
Share
premium
Treasury
shares
Share-based
payment
reserve
Currency
translation
reserve
Fair value
reserve
Retained
earnings
Total
Balance at 1 January 2025
159,851
556
(57,857)
35,307
35,400
9,084
584,267
766,608
Profit
133,565
133,565
Total other comprehensive income
(36,357)
(1,920)
(38,277)
Total comprehensive income for the period
(36,357)
(1,920)
133,565
95,288
Transactions with owners of the Company
Transfer to Retained earnings
(2,287)
2,287
Dividends
Cancellation of shares
Repurchase of shares
Share-based payments
11, 30
15,288
(6,985)
(1,819)
6,484
Total transactions with owners of the Company
15,288
(6,985)
(2,287)
468
6,484
Balance at 31 December 2025
159,851
556
(42,569)
28,322
(957)
4,877
718,300
868,380
FLOW TRADERS | ANNUAL REPORT 2025
99
Consolidated statement of changes in equity (in thousands of euro)
2024
Note
Share capital
Share
premium
Treasury
shares
Share-based
payment
reserve
Currency
translation
reserve
Fair value
reserve
Retained
earnings
Total
Balance at 1 January 2024
162,871
556
(88,008)
40,740
18,072
2,271
449,336
585,838
Profit
159,537
159,537
Total other comprehensive income
17,328
6,813
24,141
Total comprehensive income for the period
17,328
6,813
159,537
183,678
Transactions with owners of the Company
Dividends
(6,480)
(6,480)
Cancellation of shares
30
(3,020)
20,001
(16,981)
Repurchase of shares
30
(11,804)
(11,804)
Share based payments
11, 30
21,954
(5,433)
(1,145)
15,376
Total transactions with owners of the Company
(3,020)
30,151
(5,433)
(24,606)
(2,908)
Balance at 31 December 2024
159,851
556
(57,857)
35,307
35,400
9,084
584,267
766,608
The supplementary notes on pages 102 to 144 are an integral part of these consolidated financial statements.
FLOW TRADERS | ANNUAL REPORT 2025
100
Consolidated statement of cash flows (in thousands of euro)
For the year ended 31 December
Note
2025
2024
Cash flows from operating activities
Profit for the year
133,565
159,537
Adjusted for:
Depreciation of property and equipment
22
17,536
16,559
Amortization of intangible assets
23
607
728
Write off of (in) tangible assets
23
148
(Reversal of) impairment of intangible assets
23
10,716
Impairment of equity-accounted investees (net of tax)
21
766
Share of profit/(loss) of equity-accounted investees (net of tax)
21
(847)
1,247
Share-based payment transactions
11
11,736
17,381
Tax expense
13
31,084
34,827
Net (gains)/losses on Investments at FVPL
20
5,317
(11,525)
Interest expense on loans and borrowings
28
4,271
1,100
Interest expense on leases
29
1,866
2,189
 
Changes in working capital
(Increase)/decrease financial assets held for trading
15
(942,409)
(550,661)
(Increase)/decrease trading receivables
16
(2,421,352)
(313,058)
(Increase)/decrease other assets held for trading
17
281,876
(411,120)
(Increase)/decrease other receivables
18
(694)
(14,789)
Increase/(decrease) financial liabilities held for trading
24
938,938
1,124,116
Increase/(decrease) trading payables
25
2,145,435
(306,477)
Increase/(decrease) other liabilities held for trading
26
(272,297)
268,612
Increase/(decrease) other liabilities
27
(34,756)
31,702
Corporate income tax paid
13
(31,206)
(15,110)
Change in provisions
31
(4,111)
Cash flows from operating activities
(120,614)
32,061
Cash flows from investing activities
Investments and acquisitions of financial assets held at FVOCI
19
(4,686)
Disposals or sales of financial assets held at FVOCI
19
2,333
Investments and acquisitions of financial assets held at FVPL
20
(4,310)
(10,175)
Disposals or sales of financial assets held at FVPL
20
4,861
4,293
FLOW TRADERS | ANNUAL REPORT 2025
101
Consolidated statement of cash flows (in thousands of euro)
For the year ended 31 December
Note
2025
2024
Investments and acquisitions of equity-accounted investees
21
(5,539)
(8,703)
Disposals or sales of equity-accounted investees
21
Acquisition of intangible assets
23
(515)
Disposals of intangible assets
23
4,728
Acquisition of property and equipment
22
(6,272)
(6,579)
Cash flows from investing activities
(4,713)
(25,850)
Cash flows from financing activities
Dividend paid
30
(6,480)
Payment of lease liabilities
29
(10,485)
(9,354)
Proceeds from loans and borrowings
28
177,941
25,000
Repayment of loans and borrowings
28
(33,927)
Interest paid on loans and borrowings
28
(1,170)
(893)
Transaction costs related to loans and borrowings
28
(7,661)
(250)
Repurchases of shares
30
(11,804)
Cash flows from financing activities
124,698
(3,781)
Effect of movements in exchange rates on cash and cash equivalents
(532)
251
Change in cash and cash equivalents
(1,162)
2,681
Change in cash and cash equivalents
Cash and cash equivalents at opening
14
8,389
5,708
Cash and cash equivalents at close
14
7,227
8,389
Change in cash and cash equivalents
(1,162)
2,681
For the period ended, the interest paid amounted to €248.6 million (2024: €281.0 million), which includes €246.9 million (2024: €269.9 million) related to trading
income. The interest received for the period ended 31 December 2025 is €92.9 million (2024: €65.7 million). This interest is all trading related.
The supplementary notes on pages 102 to 144 are an integral part of these consolidated financial statements.
FLOW TRADERS | ANNUAL REPORT 2025
102
Notes to the Consolidated financial statements
All amounts in thousands of euro, unless stated otherwise.
1. Reporting entity
The financial statements for the year ended 31 December 2025 are presented in
euros, which is also the Company’s functional currency and rounded to the
nearest thousand. Consequently, the rounded amounts may not add up to the
rounded total in all cases. Flow Traders Ltd. (referred to as the “Company”) is an
exempted company limited by shares registered under the Companies Act 1981
of Bermuda, as amended (the “Companies Act”). Flow Traders Ltd. was
incorporated on 13 January 2023 with its registered office at Canon's Court, 22
Victoria Street, PO Box HM 179, Hamilton HM 12 Bermuda. The Company's
principal place of business is located at Jacob Bontiusplaats 9, 1018 LL
Amsterdam, the Netherlands. Flow Traders Ltd. is registered with the Dutch
Trade Register of the Chamber of Commerce under number 88926257 as a
company formally registered abroad (“formeel buitenlandse
kapitaalvennootschap”). This term is referred to in the Dutch Companies
Formally Registered Abroad Act (“Wet op de formeel buitenlandse
vennootschappen”), which means the Company is deemed a Dutch resident
company for corporate reporting purposes in accordance with applicable Dutch
laws.
These Consolidated financial statements comprise the Company and its
subsidiaries (together referred to as the ‘Group’). The Company is the ultimate
parent of the Group.
The Group is a leading technology-enabled global multi-asset class liquidity
provider with its core business in Exchange Traded Products (ETP) actively
expanding in fixed income, FX, commodities and digital assets, while
systemically increasing its presence in the global ecosystem through strategic
partnerships and investments.
The Consolidated financial statements of the Group for the year ended 31
December 2025 incorporate financial information of Flow Traders Ltd. and its
subsidiaries. The annual financial statements were authorized for issue by the
Company’s Board on 12 March 2025 subject to adoption by the general meeting
of shareholders.
2. Basis of preparation
a) Statement of compliance
The Group applies IFRS accounting standards as adopted by the European
Union (‘IFRS Accounting Standards’) and title 9 book 2 of Dutch Civil Code. IFRS
Accounting Standards provide several options in accounting principles. The
Group’s accounting principles and its decisions regarding the options available
are set out in the section ‘material accounting policies’ below.
b) Going concern basis of accounting
These Consolidated financial statements have been prepared on the basis of the
going concern assumption.
c) Functional and presentation currency
These Consolidated financial statements are presented in euros, which is also
the functional currency of the parent company, Flow Traders Ltd. All financial
information presented in euros has been rounded to the nearest thousand,
except when otherwise indicated.
d) Use of estimates and judgments
The preparation of these Consolidated financial statements requires
management to form opinions and make estimates and assumptions that
influence the reported value of assets and liabilities and of income and
expenditure. The actual results may differ from these estimates.
Information about estimates and judgments made in applying accounting
policies that have the most significant effects on the amounts recognized in the
Consolidated financial statements is included in the following notes:
Note 6: Fair value measurement
Note 11: Share based payments
Note 23: Intangible assets
e) Principles for the preparation of the Consolidated statement of
cash flows
Cash flows from operating activities are presented in the Consolidated
statement of cash flows using the indirect method. Cash flows from investing
activities and financing activities are presented in the Consolidated statement
of cash flows using the direct method.
  2025 Financial statements |
Notes to the consolidated financial statements
FLOW TRADERS | ANNUAL REPORT 2025
103
The cash flows are split into cash flows from operations, investment and
financing activities. Receivables from and payables to clearing organizations are
included in the cash flow from operating activities. The Group has elected to
classify interest received and interest paid as cash flows from operating
activities when generated from principal revenue-producing activities.
The Group has elected to classify interest paid or received on all other activities
as financing activities.
Investment activities are comprised of acquisitions, disposals and redemptions
in respect of financial investments other than in the ordinary course of
operations, as well as acquisitions and disposals of subsidiaries and associates,
property and equipment. Financing activities include the payment of dividends
to shareholders, the (re)-purchase of shares, the issuance and repayment of
financial debt, including financial lease liabilities, and capital contributions.
3. Material accounting policies
The Group has consistently applied the accounting policies as set out below to
all periods presented in these Consolidated financial statements.
General
a) Basis of consolidation
The Group accounting policies have been applied consistently by all group
entities. Intra-group balances and transactions, and any unrealized income and
expenses arising from intra-group transactions, are eliminated in preparing the
consolidated financial statements. Unrealized gains arising from transactions
with equity-accounted investments are eliminated against the investment to
the extent of the Group’s interest in the investee. Unrealized losses are
eliminated in the same way as unrealized gains, but only to the extent that
there is no evidence of impairment.
Subsidiaries
Subsidiaries are investees controlled by the Group. The Group controls an
investee if it is exposed to, or has rights to, variable returns from its involvement
with the investee and has the ability to affect those returns through power over
the investee. The financial statements of subsidiaries are included in the
Consolidated financial statements from the date on which control commences
until the date when control ceases.
When the Group loses control over a subsidiary it derecognizes the assets and
liabilities of the subsidiary, any related non-controlled interest and other
components of equity. Any resulting gain or loss is recognized in profit or loss.
Any interest retained in the former subsidiary is measured at fair value when
control is lost.
Equity-accounted investments
Associates are those entities in which the Group has significant influence, but
not control or joint control, over its financial and operating activities. A joint
venture is an arrangement in which the Group has joint control, whereby the
Group has rights to the net assets of the arrangement, rather than rights to its
assets and obligations for its liabilities.
Interests in associates and joint ventures are accounted for using the equity
method and are recognized initially at cost. Subsequent to initial recognition,
the consolidated financial statements include the Group's share of the profit or
loss and OCI of equity-accounted investments, until the date on which
significant influence or joint control ceases.
b) Foreign currency
Foreign currency transactions
Transactions in foreign currencies are translated to the functional currencies of
the respective entities of the Group at exchange rates at the dates of the
transactions.
Monetary assets and liabilities denominated in foreign currencies are translated
into the functional currency at the exchange rate at the reporting date, with the
foreign currency difference being recognized in profit or loss. Differences arising
on the translation of investments measured at fair value through other
comprehensive income are recognized in other comprehensive income unless
the instrument is impaired.
Non-monetary assets and liabilities denominated in foreign currencies that are
measured at fair value are translated into the functional currency at the
exchange rate at the date that the fair value was determined. Non-monetary
items in a foreign currency that are measured based on historical cost are
translated using the exchange rate at the date of the transaction.
  2025 Financial statements |
Notes to the consolidated financial statements
FLOW TRADERS | ANNUAL REPORT 2025
104
Foreign operations
The assets and liabilities of foreign operations, including goodwill and fair value
adjustments arising on acquisition, are translated into euros at exchange rates
at the reporting date. The income and expenses of foreign operations are
translated to euros at exchange rates at the dates of the transactions.
Foreign currency differences are recognized in other comprehensive income,
and presented in the foreign currency translation reserve (translation reserve) of
equity. When a foreign operation is disposed of such that control, significant
influence or joint control is lost, the cumulative amount in the translation
reserve related to that foreign operation is reclassified to profit or loss as part of
the gain or loss on disposal.
c) Cash and cash equivalents
Cash and cash equivalents comprise cash balances and call deposits with
maturities of three months or less from the acquisition date that are subject to
an insignificant risk of changes in their fair value, and are used by the Group in
the management of its short-term commitments.
d) Financial assets and liabilities
Recognition
The Group initially recognizes loans and advances on the date on which they are
originated. All other financial instruments (including regular-way purchases and
sales of financial assets) are recognized on the trade date, which is the date on
which the Group becomes a party to the contractual provisions of the
instrument.
A financial asset or financial liability is measured initially at fair value plus or
minus, for an item not at fair value through profit or loss, transaction costs that
are directly attributable to its acquisition or issue.
Classification
The Group classifies its financial assets into the following categories:
trading receivables, measured at amortized cost;
investments measured at fair value through other comprehensive income;
investments measured at fair value through profit or loss;
financial assets held for trading at fair value through profit or loss; and
other financial assets at amortized costs (Other receivables on the
Consolidated statement of financial position).
The Group classifies its financial liabilities, other than financial guarantees and
loan commitments, into the following categories:
trading payables, measured at amortized cost;
financial liabilities held for trading at fair value through profit or loss; and
other financial liabilities measured at amortized costs (Other liabilities and
Loans and borrowings on the Consolidated statement of financial position).
Financial assets and liabilities held for trading
Financial assets and liabilities held for trading are those assets and liabilities that
the Group acquires or incurs principally for the purpose of selling or
repurchasing in the near term, or holds as part of a portfolio that is managed
together for short-term profit.
Financial assets and liabilities held for trading are initially recognized and
subsequently measured at fair value in the Consolidated statement of financial
position, with transaction costs recognized in profit or loss. All changes in fair
value, along with any interest and dividend income or expense, are recognized
as part of net trading income in profit or loss. Financial assets and liabilities held
for trading are not reclassified subsequent to their initial recognition.
Trading receivables and payables
Such assets and liabilities are recognized initially at fair value minus/plus any
directly attributable transaction costs. Subsequently, these assets and liabilities
are measured at amortized cost.
Investments measured at fair value through other comprehensive
income (FVOCI)
Investments measured at fair value through other comprehensive income are
non-derivative debt and equity investments that the Group considers long-term
strategic investments. Investments measured at fair value through other
comprehensive income are recognized initially at fair value. Transaction costs
are recognized in other comprehensive income as part of the change in fair
value at the next remeasurement. They are never reclassified into profit or loss.
  2025 Financial statements |
Notes to the consolidated financial statements
FLOW TRADERS | ANNUAL REPORT 2025
105
Subsequent to initial recognition, they are measured at fair value and changes
therein are recognized in other comprehensive income and presented in the fair
value reserve in equity. When an investment is derecognized, the gain or loss
accumulated in equity is not reclassified to profit or loss.
Investments measured at fair value through profit or loss (FVPL)
Investments measured at fair value through profit or loss includes both
derivative and non-derivative debt and equity investments that the Group holds
for long-term trading purposes. Investments measured at fair value through
profit or loss are recognized initially at fair value. Transaction costs are
recognized in the profit or loss as part of the change in fair value, any re-
measurement of the investments is classified to other income or (expense) in
the statement of profit or loss .
Subsequent to initial recognition, they are measured at fair value and changes
therein, are recognized in profit or loss. When an investment is derecognized,
the gain or loss is classified to other income or (expense) in the Consolidated
statement profit or loss.
Other financial assets and liabilities
Non-derivative financial assets and liabilities are recognized initially at fair value
less any directly attributable transaction costs. Subsequent to initial recognition,
these financial liabilities are measured at amortized cost using the effective
interest method (EIR). The Group derecognizes a financial asset when the rights
to receive cash flows from the financial asset have expired. The Group
derecognizes a financial liability when its contractual obligations are discharged,
cancelled or expired.
Hedge of a net investment in foreign operations
The Group applies hedge accounting to hedge the exposure to foreign
exchange risk associated with its capital contributions to the United States and
Singapore subsidiaries. Gains or losses on the hedging instrument relating to
the effective portion of the hedge are recognized as OCI while any gains or
losses relating to the ineffective portion are recognized in the statement of
profit or loss. On disposal of the foreign operation, the cumulative value of any
such gains or losses recorded in equity is transferred to the statement of profit
or loss.
Offsetting
Financial assets and liabilities are presented on a net basis when a legal right of
offset is agreed between the parties and the Group intends either to settle on a
net basis or to realize the asset and settle the liability simultaneously.
Income and expenses are presented on a net basis only when permitted under
IFRS Accounting Standards, for gains and losses arising from a group of similar
transactions such as in the Group’s trading activities.
Fair value measurement
Fair value is the price that would be received to sell an asset or paid to transfer
a liability in an orderly transaction between independent market participants at
the measurement date in the principal or, in its absence, the most
advantageous market to which the Group has access at that date. The fair value
of a liability reflects its non-performance risk.
The Group measures the fair value of an instrument using the quoted price in
an active market for that instrument. A market is regarded as active if
transactions for the asset or liability take place with sufficient frequency and
volume to provide pricing information on an ongoing basis.
The best evidence of the fair value of a financial instrument at initial recognition
is normally the transaction price – i.e. the fair value of the consideration given or
received. If the Group determines that the fair value at initial recognition differs
from the transaction price and the fair value is evidenced neither by a quoted
price in an active market for an identical asset or liability nor based on a
valuation technique that uses only data from observable markets, then the
financial instrument is initially measured at fair value, adjusted to defer the
difference between the fair value at initial recognition and the transaction price.
Subsequently, that difference is recognized in profit or loss on a straight-line
basis over the life of the contract but no later than when the valuation is wholly
supported by observable market data or the transaction is closed out.
The Group prices its daily trading positions based on estimated prices whereby
the price differences are recorded through the profit or loss account.
Those estimated prices can differ from quoted market prices. The Group’s risk
and mid-office department monitors whether all differences can be
substantiated.
  2025 Financial statements |
Notes to the consolidated financial statements
FLOW TRADERS | ANNUAL REPORT 2025
106
Portfolios of financial assets and financial liabilities that are managed by the
Group on the basis of the net exposure to either their market or credit risk are
measured on the basis of a price that would be received to sell a net long
position or paid to transfer a net short position for a particular risk exposure.
Those portfolio-level adjustments are allocated to the individual assets and
liabilities on the basis of the relative risk exposure of each of the individual
instruments in the portfolio.
The Group recognizes transfers between levels of the fair value hierarchy as of
the end of the reporting period during which the change has occurred.
e) Other assets held for trading
Other assets held for trading comprise the amount of digital assets that the
Group holds as a broker-dealer. The Group applies IAS 2 for its digital assets and
these are measured at fair value less cost to sell with changes in value
recognized in profit or loss.
For the determination of the fair value, the Group collects reference price points
on an on-going basis from multiple crypto exchanges and other active markets.
If assets are not actively traded the valuation is based upon quoted prices or
observable inputs from similar assets.
f) Property and equipment
Recognition and measurement
Items of property and equipment are measured at cost less accumulated
depreciation and accumulated impairment losses. Cost includes expenditure
that is directly attributable to the acquisition of the asset. When parts of an item
of property and equipment have different useful lives, they are accounted for as
separate items (major components) of property and equipment.
Any gain or loss on disposal of an item of property and equipment (calculated as
the difference between the net proceeds from disposal and the carrying
amount of the item) is recognized in Other income or (expense) in profit or loss.
Subsequent expenditure is capitalized only when it is probable that the future
economic benefits associated with the expenditure will flow to the Group.
Ongoing repairs and maintenance costs are expensed once incurred.
Items of property and equipment are depreciated on a straight-line basis in
profit or loss over the estimated useful lives of each component.
The estimated useful lives for the current and comparative years of significant
items of property and equipment are as follows:
hardware: 5 years;
office fixtures: 5 years;
other: 5 years.
The depreciation method, useful lives and residual values are reviewed at each
reporting date and adjusted if appropriate.
Right-of-use assets
The Group recognizes right-of-use assets at the commencement date of the
lease (i.e., the date the underlying asset is available for use). Right-of-use assets
are measured at cost, less any accumulated depreciation and impairment
losses, and adjusted for any remeasurement of lease liabilities. The cost of right-
of-use assets includes the amount of lease liabilities recognized less any lease
incentives received. The recognized right-of-use assets are depreciated on a
straight-line basis over the shorter of its estimated useful life and the lease term.
Right-of-use assets are subject to impairment. Right-of-use assets are recorded
in property and equipment and intangible assets on the Consolidated
statement of financial position.
g) Intangible assets
Recognition and measurement
Intangible assets acquired separately are measured on initial recognition at
cost. Following initial recognition, Intangible assets are carried at cost less any
accumulated amortization and accumulated impairment losses.
The useful lives of intangible assets are assessed as either finite or indefinite.
Intangible assets with finite lives are amortized on a straight-line basis in profit
or loss over the estimated useful lives of each component and assessed for
impairment whenever there is an indication that the intangible asset may be
impaired. The Software class of intangible assets is a finite-lived intangible asset.
The estimated useful life of Software intangible assets is 5 years. Amortization of
finite-lived intangible assets is presented within Amortization of intangible
  2025 Financial statements |
Notes to the consolidated financial statements
FLOW TRADERS | ANNUAL REPORT 2025
107
assets on the Consolidated statement of profit or loss and other comprehensive
income.
Intangible assets with indefinite lives are not amortized, but are tested for
impairment annually. Impairment is measured with reference to the higher of
the individual asset’s recoverable amount or value in use and the individual
asset’s carrying value. The Investments class of intangible assets are indefinite-
lived intangible assets. The Investments class represents digital assets which do
not expire and can be held indefinitely without degradation for as long as the
underlying blockchain operates.
Given the nature of the Investments class of intangible assets, the Group
performs a review for circumstances which indicate that the carrying value may
be impaired on a continuous basis. The recoverable amount is based on the fair
value less costs of disposal (FVLCD) as it exceeds the assets’ value in  use. FVLCD
for the Investments class of intangible assets is measured using an income
approach valuation technique that applies a discount for lack of marketability
(DLOM) to an active market price for a similar instrument. Costs of disposal
include incremental costs directly attributable to the disposal of the assets.
Impairments are presented within (Reversal of) impairment of intangible assets
on the Consolidated statement of profit or loss and other comprehensive
income. Any reversals of impairments are presented within that same line. 
An intangible asset is derecognized upon disposal or when no future economic
benefits are expected from its use or disposal. If disposed, any difference
between the net proceeds and the carrying value at sale completion is
recognized within Other income or (expense) on the Consolidated statement of
profit or loss and other comprehensive income.
h) Impairment
Non-derivative financial assets
The allowance for expected credit losses (“ECL allowance”) for all loans and other
debt financial assets not held at fair value through profit or loss is based on the
credit losses expected to arise over the life of the asset (the lifetime expected
credit loss or LTECL), unless there has been no significant increase in credit risk
since origination, in which case, the allowance is based on the 12 months’
expected credit loss (12mECL).
For other receivables, the Group applies a simplified approach in calculating
ECLs as these receivables relate to operating activities of the Group. Therefore,
the Group does not track changes in credit risk, but instead recognizes a loss
allowance based on lifetime ECLs at each reporting date. The Group has
established a provision matrix that is based on its historical credit loss
experience, adjusted for forward-looking factors specific to the debtors and the
economic environment.
The Group considers a financial asset in default when contractual payments are
90 days past due. However in certain cases, the Group may reconsider a
financial asset to be in default when internal or external information indicated
that the Group is unlikely to receive the outstanding contractual amounts in full
before taking into account any credit enhancements held by the Group.
A financial asset is written off when there is no reasonable expectation of
recovering the contractual cash flows.
Non-financial assets
The carrying amounts of the Group’s non-financial assets, other than deferred
tax assets, are reviewed at each reporting date to determine whether there is
any indication of impairment. If any such indication exists, then the asset’s
recoverable amount is estimated. Goodwill and indefinite lived intangible assets
are tested annually for impairment. An impairment loss is recognized if the
carrying amount of an asset or cash-generating unit (CGU) exceeds its
recoverable amount.
The recoverable amount of an asset or CGU is the greater of its value in use and
its FVLCD. In assessing value in use, the estimated future cash flows are
discounted to their present value using a pre-tax discount rate that reflects
current market assessments of the time value of money and the risks specific to
the asset or CGU. For the purpose of impairment testing, assets are grouped
together into the smallest group of assets that generates cash inflows from
continuing use that are largely independent of the cash inflows of other assets
or CGUs. Subject to an operating segment ceiling test, CGUs to which goodwill
has been allocated are aggregated so that the level at which impairment
testing is performed reflects the lowest level at which goodwill is monitored for
internal reporting purposes. Goodwill acquired in a business combination is
allocated to groups of CGUs that are expected to benefit from the synergies of
the combination.
  2025 Financial statements |
Notes to the consolidated financial statements
FLOW TRADERS | ANNUAL REPORT 2025
108
Impairment losses are recognized in profit or loss. Impairment losses recognized
in respect of CGUs are allocated first to reduce the carrying amount of any
goodwill allocated to the CGU (group of CGUs), and then to reduce the carrying
amounts of the other assets in the CGU (group of CGUs) on a pro rata basis.
An impairment loss in respect of goodwill is not reversed. For other assets, an
impairment loss is reversed only to the extent that the asset’s carrying amount
does not exceed the carrying amount that would have been determined, net of
depreciation or amortization, if no impairment loss had been recognized.
An impairment loss in respect of an equity-accounted investment is measured
by comparing the recoverable amount of the investment with its carrying
amount. An impairment loss is recognized in profit or loss, and is reversed if
there has been a favorable change in the estimates used to determine the
recoverable amount.
i) Employee benefits
Short-term employee benefits
Short-term employee benefit obligations are expensed as the related service is
provided. A liability is recognized for the amount expected to be paid under
short-term cash variable compensation or (profit-sharing) structures if the
Group has a present legal or constructive obligation to pay this amount as a
result of past services provided by the employee, and the obligation can be
estimated reliably. If the Group incurs a loss in a certain reporting period, there
will be no obligation to pay the cash variable compensation.
j) Share based payments
When employees render services as consideration for equity instruments, the
expense is recognized in employee expenses, together with a corresponding
increase in equity, both calculated based on the fair value of the instruments
granted and over the period in which the service conditions are fulfilled (the
vesting period). The fair value of equity-settled transactions granted to
employees is determined by the fair value of the shares at the date when the
grant is made. The awards vest in tranches on various dates over a total period
of up to five years. Vesting is conditional upon the employee being actively
employed by the Group on the vesting date. If the employment is terminated or
if the employee resigns, any unvested tranches of the award will be forfeited.
The cumulative expense recognized for equity-settled transactions at each
reporting date until the vesting date reflects the extent to which the vesting
period has expired and the Group’s best estimate of the number of equity
instruments that will ultimately vest.
The fair value of share appreciation rights (SARs) granted to employees,
which are cash-settled, is recognized in employee expenses, together with a
corresponding increase in other liabilities, over the period during which the
service conditions are fulfilled (the vesting period). The liability is remeasured at
the end of each reporting period up to the date of settlement, with any changes
in fair value recognized in profit or loss. Estimates used are reassessed at the
end of each reporting period. These estimates are based on the fair value of the
parent entity share price (which does not materially differ from the option price
model) and consider the extent to which the employees have rendered services
as at the reporting date as well as the likelihood that the employees will be
employed by the Group at the vesting date.
k) Other liabilities held for trading
As part of its trading activities, the Group enters into digital asset payables.
The borrowed digital asset payables are initially recognized and subsequently
measured at fair value in the Consolidated statement of financial position, with
transaction costs recognized in profit or loss.
Additionally, the Group may borrow digital assets as part of market-making
arrangements. The Group initially recognizes these liabilities at fair value with
transaction costs recognized in profit or loss. Certain arrangements contain
options to settle the borrowed digital assets. The Group has concluded that the
market making arrangements and the options cannot be separated and are
initially, and subsequently, measured at fair value. The fair value of the options
are measured using an option pricing model to which there is a material source
of estimation uncertainty from estimates of volatility levels (see note 6(a)).
At initial recognition, any difference between the fair value and the transaction
price is not recognized in profit or loss immediately but is deferred over the life
of the contract, unless the fair value on initial recognition is evidenced by a
quoted price in an active market or based on valuation techniques to which
unobservable inputs are judged to be insignificant. The difference between
transaction price and initial fair value ,which is not yet recognized in profit or
loss, is recognized in Other liabilities held for trading on the Consolidated
statement of financial position. The amount of the deferred profit or loss which
  2025 Financial statements |
Notes to the consolidated financial statements
FLOW TRADERS | ANNUAL REPORT 2025
109
has been recognized in the current period’s profit or loss is included in the Gross
trading income line on the Consolidated statement of profit or loss and other
comprehensive income.
Please see note 6(f) for additional information.
l) Provisions
A provision is recognized if, as a result of a past event, the Group has a present
legal or constructive obligation that can be estimated reliably, and it is probable
that an outflow of economic benefits will be required to settle the obligation.
Provisions are determined by discounting the expected future cash flows at a
pre-tax rate that reflects current market assessments of the time value of
money and the risks specific to the liability. The unwinding of the discount is
recognized as finance cost.
Provisions made in the current year are recognized in the Provisions line item of
the Consolidated statement of financial position and within Other expenses in
the Statement of profit or loss.
m) Lease liabilities
At the commencement date of the lease, the Group recognizes lease liabilities
on the Consolidated statement of financial position measured at the present
value of lease payments to be made over the lease term. In calculating the
present value of lease payments, the Group uses the incremental borrowing
rate at the lease commencement date. After the commencement date, the
amount of lease liabilities is increased to reflect the accretion of interest and
reduced for the lease payments made. In addition, the carrying amount of lease
liabilities is remeasured if there is a change in the lease term or in case of other
reassessments or modifications
n) Loans and borrowings
On initial recognition, loans and borrowings are measured at fair value plus or
minus directly attributable transaction costs. After initial recognition, interest-
bearing loans and borrowings are subsequently measured at amortized cost
using the effective-interest rate (EIR) method. Gains and losses are recognized
in profit or loss when the liabilities are derecognized as well as through the EIR
amortization process.
Amortized cost is calculated by taking into account any discount or premium on
acquisition and fees or costs that are an integral part of the EIR. The EIR
amortization is included in Finance cost on the Consolidated statement of profit
or loss and other comprehensive income.
Please refer to note 28 for additional information on loans and borrowings.
o) Income recognition
Net trading income comprises gross trading income less fees and net financial
expenses related to the trading activities.
The fees and net financial expenses are directly linked to the trading activity and
are therefore directly recognized in the profit or loss account under trading
income.
p) Tax
Tax expense comprises current and deferred tax. Current tax and deferred tax
are recognized in profit or loss except to the extent it relates to a business
combination, or items recognized directly in equity or in other comprehensive
income.
Current tax is the expected tax payable or receivable on the taxable income or
loss for the year, using tax rates enacted or substantively enacted at the
reporting date, and any adjustment to tax payable or receivable in respect of
previous years. Current tax payable also includes any withholding tax liability
arising from the declaration of dividends.
Deferred tax is recognized in respect of temporary differences between the
carrying amounts of assets and liabilities for financial reporting purposes and
their tax bases. Deferred tax is not recognized for:
temporary differences on the initial recognition of assets or liabilities in a
transaction that is not a business combination and that affects neither
accounting nor taxable profit or loss;
temporary differences related to investments in subsidiaries and jointly
controlled entities to the extent that it is probable that they will be revised in
the foreseeable future; and
taxable temporary differences arising on the initial recognition of goodwill.
  2025 Financial statements |
Notes to the consolidated financial statements
FLOW TRADERS | ANNUAL REPORT 2025
110
Deferred tax is measured at the tax rates that are expected to be applied to
temporary differences when they reverse, using tax rates enacted or
substantively enacted at the reporting date.
In determining the amount of current and deferred tax, the Group takes into
account the impact of uncertain tax positions and whether additional taxes and
interest may be due. The Group believes that its accruals for tax liabilities are
adequate for all open tax years based on its assessment of many factors,
including interpretations of tax law and management judgment. This
assessment relies on estimates and assumptions and may involve judgment
about future events. New information may become available that would cause
the Group to change its judgment regarding the adequacy of existing tax
liabilities or the collectability of tax assets. Such changes will impact tax expense
in the period that such a change in estimate is made.
Deferred tax assets and liabilities are offset if there is a legally enforceable right
to offset current tax liabilities and assets, and they relate to taxes levied by the
same tax authority on the same taxable entity which intend to settle current tax
liabilities and assets on a net basis or the tax assets and liabilities will be realized
simultaneously.
A deferred tax asset is recognized for unused tax losses, tax credits and
deductible temporary differences to the extent it is probable that future taxable
profits will be available against which they can be utilized. Deferred tax assets
are reviewed at each reporting date.
q) Treasury shares
The Group’s own equity instruments that are reacquired (treasury shares) are
recognized at cost and deducted from equity. No gain or loss is recognized in
profit or loss on the purchase, sale, issue or cancellation of the Group’s own
equity instruments. Any difference between the carrying amount and the
consideration, if reissued, is recognized in equity.
r) Revenue from contracts with customers
The Group performs contractual market-making activities for trading venues
and issuers of financial instruments. Contracts for these activities are on a
month-to-month basis, as such there are no remaining performance obligations
at year-end. The contracts establish performance obligations on the Group to
provide liquidity in specified financial instruments. Revenues are recognized
over-time as the Group satisfies its performance obligations, measured by daily
performance metrics. Revenue from these contracts is presented within Gross
trading income on the Consolidated statement of profit or loss and other
comprehensive income.
4. New standards and interpretations
Several amendments apply for the first time in 2025, but do not have an impact
on the Consolidated financial statements of the Group.  The nature and impact
of each of the following new standards, amendments and/or interpretations are
described below:
IFRS 18 Presentation and Disclosure in Financial Statements
In April 2024, the IASB issued IFRS 18, which replaces IAS 1 Presentation of
Financial Statements. IFRS 18 introduces revised presentation requirements for
the statement of profit or loss, including specified subtotals and the
classification of all income and expenses within five categories. While
recognition and measurement of income and expenses are unchanged,
mandatory presentation requirements will result in changes to reported
subtotals compared to the structure currently presented.
The standard also introduces disclosure requirements for management-defined
performance measures (MPMs), strengthens aggregation and disaggregation
principles, and clarifies the roles of the primary financial statements and notes.
MPMs are subtotals of income and expenses used in public communications
outside the financial statements to convey management’s view of an entity’s
financial performance. These measures may overlap with alternative
performance measures (APMs) that the Group currently discloses and reconciles
outside the financial statements.
Narrow-scope amendments to IAS 7 Statement of Cash Flows include updates
to the classification of interest and dividends, as well as changes to presentation
conventions for the indirect method.
The standard is effective for reporting periods beginning on or after 1 January
2027, with early application permitted. EFRAG endorsed the standard on 13
February 2026. IFRS 18 will be applied retrospectively. The Group intends to
adopt the standard at the effective date and does not expect early adoption.
  2025 Financial statements |
Notes to the consolidated financial statements
FLOW TRADERS | ANNUAL REPORT 2025
111
The Group is currently assessing the impact of adopting IFRS 18. Based on
preliminary analysis, certain currently assessed impacts, which are not limited to
the following, are expected to arise:
Five defined categories for all income and expenses will be applied:
operating, investing, financing, income taxes, and discontinued operations, of
which the first three are new.
Foreign exchange differences will be classified in the category corresponding
to the underlying income or expense that gives rise to the difference.
A note will be added to disclose, define, and reconcile newly identified MPMs.
The indirect method for cash flows will start from operating profit or loss.
IFRS 18 will be applied retrospectively, with all comparative periods restated,
unless impracticable. A reconciliation will be provided for each line item in
the statement of profit or loss between the restated amounts under IFRS 18
and the amounts previously presented under IAS 1.
Amendments to IFRS 9 and IFRS 7 – Amendments to the Classification and
Measurement of Financial Instruments
The amendments are not expected to have a material impact on the Group’s
consolidated financial statements. EFRAG endorsed the amendment on 15 May
2024 and the amendments are effective for periods beginning on or after 1
January 2026.
IFRS Annual Improvements Volume 11
In July 2024, the IASB issued nine narrow scope amendments as part of its
periodic maintenance of IFRS accounting standards. The amendments include
clarifications, simplifications, corrections or changes to improve consistency in
IFRS 1 First-time Adoption of International Financial Reporting Standards, IFRS 7
Financial instruments: Disclosure and its accompanying Guidance on
implementing IFRS 7, IFRS 9 Financial Instruments, IFRS 10 Consolidated
Financial Statements and IAS 7 Statements of Cash Flows. EFRAG endorsed the
amendments on 9 July 2025.
The amendments will be effective for reporting periods beginning on or after 1
January 2026. Earlier application is permitted and must be disclosed.
The Group does not anticipate that the amendments will have a material effect
on the Group’s financial statements.
5. Operating segments
The chief operating decision makers of the Group examine performance from a
regional perspective and have identified three reportable segments of its global
trading business: Europe, the Americas and Asia.
Europe consists of activities in the Netherlands with institutional trading
activities in the UK and Italy, trading activities in Jersey and internal IT activities
in Romania and Cyprus. Americas consists of the subsidiaries in the USA. Asia
contains our subsidiaries in Hong Kong and Singapore, a Chinese representative
office in Shanghai, and a branch in Korea. The executive directors of the Board
consider this segmentation to be relevant to understand the Group financial
performance because it allows investors to understand the primary method
used by management to evaluate the operating performance and decision
making about allocation of resources and trading capital.
The Group measures results on an IFRS basis and reconciles the total segment
results on net trading income, profit before tax and net profit. Significant
transactions and balances between geographic regions occur primarily as result
of Group operating companies incurring the operating expenses such as
employee compensation, communication, software development and data
processing and overhead costs for the purpose of providing services to affiliated
operating companies (line items intercompany recharge income and expenses).
Segment reporting
For the year ended 31 December 2025
Europe
Americas
Asia
Total
Gross trading income
519,504
150,360
128,359
798,223
Fees related to the trading activities
108,550
35,573
14,367
158,490
Net financial expenses related to the
trading activities
98,993
39,612
15,328
153,933
Net trading income
311,961
75,175
98,664
485,800
Other income or (expense)
(5,317)
(5,317)
Total Income
306,644
75,175
98,664
480,483
Inter-segment revenue related to
trading services
1,577
23,328
24,905
Inter-segment revenue related to
other intercompany transactions
52,559
52,559
  2025 Financial statements |
Notes to the consolidated financial statements
FLOW TRADERS | ANNUAL REPORT 2025
112
Total revenues
359,203
76,752
121,992
557,947
Employee expenses
118,428
32,386
23,867
174,681
Inter-segment expense related to
trading services
24,905
24,905
Inter-segment expense related to
other intercompany transactions
4,545
48,014
52,559
Other expenses
43,042
25,956
37,879
106,877
Total operating expenses
186,375
62,887
109,760
359,022
Depreciation of property and
equipment
8,151
5,192
4,193
17,536
Amortization of intangible assets
591
16
607
Write off of (in) tangible assets
(Reversals of) impairment of
intangible assets
10,716
10,716
Operating result
153,370
8,657
8,039
170,066
Finance cost
(4,890)
(1,225)
(149)
(6,264)
Result/(impairment) of
equity-accounted investments
847
847
Profit before tax
149,327
7,432
7,890
164,649
Tax expense
25,896
3,129
2,059
31,084
Profit for the year
123,431
4,303
5,831
133,565
Assets
7,561,526
6,672,655
1,710,172
15,944,353
Liabilities
7,196,428
6,332,568
1,546,977
15,075,973
Capital expenditure
4,570
2,696
2,022
9,288
FTE
453
96
86
635
Segment reporting
For the year ended 31 December 2024
Europe
Americas
Asia
Total
Gross trading income
527,592
162,520
110,663
800,775
Fees related to the trading activities
81,624
36,558
11,576
129,758
Net financial expenses related to the
trading activities
133,014
52,605
17,604
203,223
Net trading income
312,954
73,357
81,483
467,794
Other income or (expense)
11,525
11,525
Total Income
324,479
73,357
81,483
479,319
Inter-segment revenue related to
trading services
20,278
30,060
50,338
Inter-segment revenue related to other
intercompany transactions
58,666
58,666
Total revenues
383,145
93,635
111,543
588,323
Employee expenses
109,929
33,409
23,580
166,918
Inter-segment expense related to
trading services
50,338
50,338
Inter-segment expense related to other
intercompany transaction
15,269
43,397
58,666
Other expenses (a)
51,129
19,277
24,895
95,301
Total operating expenses
211,396
67,955
91,872
371,223
Depreciation of property and
equipment
7,689
5,030
3,840
16,559
Amortization of intangible assets
708
20
728
Write off of (in) tangible assets
144
4
148
(Reversals of)Impairment of Intangible
Assets
Operating result
163,208
20,626
15,831
199,665
Finance cost (a)
(1,732)
(1,322)
(234)
(3,288)
Result/(impairment) of equity-
accounted investments
(1,093)
(920)
(2,013)
Profit before tax
160,383
18,384
15,597
194,364
Tax expense
30,533
2,661
1,632
34,827
  2025 Financial statements |
Notes to the consolidated financial statements
FLOW TRADERS | ANNUAL REPORT 2025
113
Profit for the year
129,850
15,723
13,965
159,538
Assets
6,523,738
5,550,557
826,971
12,901,266
Liabilities
6,083,405
5,342,621
708,632
12,134,658
Capital expenditure
6,262
5,858
1,428
13,548
FTE
431
98
80
609
(a) The Segment reporting for period ended 31 December 2024 has been
updated to reclassify Interest on lease liabilities (2024: €2.19 million) from Other
expenses to Finance costs. Additionally, Finance costs have been reclassified to
be presented below Operating result, consistent with the Consolidated
statement of profit or loss and other comprehensive income.
6. Fair value measurement
Valuation models
The objective of valuation techniques is to arrive at a fair value measurement
that reflects the price that would be received to sell the asset or paid to transfer
the liability in an orderly transaction between independent market participants
at the measurement date.
The Group measures fair values using the following fair value hierarchy,
depending on the inputs used for making the measurements.
Level 1: fair value of financial instruments based upon inputs that are quoted,
unadjusted, market prices in active markets for identical instruments;
Level 2: inputs other than quoted prices included within Level 1, that are
observable either directly (i.e. as prices) or indirectly (i.e. derived from prices).
This category includes instruments valued using: quoted market prices in
active markets for similar instruments; quoted prices for identical or similar
instruments in markets that are not considered active; or other valuation
techniques in which all significant inputs are directly or indirectly observable
from market data;
Level 3: inputs that are unobservable. This category includes all instruments
for which the valuation technique includes unobservable inputs that have a
significant effect on the instrument’s valuation. This category includes
instruments that are valued based on quoted prices for similar instruments
but for which significant unobservable adjustments or assumptions are
required to reflect differences between the instruments, for example unlisted
equity securities.
The fair values of financial assets and financial liabilities that are traded in active
markets are based on prices obtained directly from an exchange on which the
instruments are traded or obtained from a broker that provides an unadjusted
quoted price from an active market for identical instruments. For all other
financial instruments, the Group determines fair values using other valuation
techniques.
When the Group measures portfolios of financial assets and financial liabilities
on the basis of net exposures to market risks, it applies judgment in
determining appropriate portfolio-level adjustments such as bid-ask spreads.
Such adjustments are derived from observable bid-ask spreads for similar
instruments and adjusted for factors specific to the portfolio.
Similarly, when the Group measures portfolios of financial assets and financial
liabilities on the basis of net exposure to the credit risk of a particular
counterparty, it takes into account any existing arrangements that mitigate the
credit risk exposure (e.g. master netting agreements with the counterparty).
a. Sensitivity analysis table
Type
Valuation
technique
Significant
unobservable input
Inter-relationship between
significant unobservable input
and fair value measurement
Investments
measured at fair
value through
profit or loss and
other
comprehensive
income
Income
approach
Implied volatility
(50%-140%)
The estimated fair value would
decrease if implied volatility
were lower
Market
approach
Earnings multiples
EV/EBITDA: (7x-17x)
EV/Revenue:
(7x-10x)
The estimated fair value would
increase if the earnings
multiples were higher
Other liabilities
held for trading
Income
approach
Implied volatility           
(80%-120%)
The estimated fair value would
increase if the implied volatility
were higher
  2025 Financial statements |
Notes to the consolidated financial statements
FLOW TRADERS | ANNUAL REPORT 2025
114
The Group uses an income approach for certain investments measured at fair
value through profit or loss and other comprehensive income. The Group
estimates a DLOM which is derived using an option pricing model. The inputs
into the option pricing model include a risk free rate based on US treasury
instruments, implied volatility, dilution yield, and the spot price. The significant
unobservable input is the implied volatility. 
The Group also uses a market approach for certain investments measured at fair
value through profit or loss and other comprehensive income. The Group uses
earning multiples from a set of comparable companies. The set of comparable
companies is derived from a qualitative assessment which includes size, risk,
liquidity, and stage of investment lifecycle.
A reasonably possible alternative assumption to the amount of implied volatility
for Investments measured at fair value through profit or loss and other
comprehensive income does not result in a significant change to total assets,
total liabilities, profit before tax or total equity.
A reasonably possible alternative assumption to the earnings multiples for
Investments measured at fair value through profit or loss and other
comprehensive income does not result in a significant change to total assets,
profit before tax or total equity.
A reasonably possible alternative assumption for the amount of implied volatility
used to measure the fair value of Other liabilities held for trading would be to
apply the minimum value of the range of implied volatility for all Other liabilities
held for trading measured using a significant unobservable input of implied
volatility.  Applying the minimum of the range (80%) would result in a decrease
in the total fair value of Other liabilities held for trading of €6.6 million (2024:
€2.5 million). Applying the maximum of the range (120%) would have an
immaterial effect on total liabilities and profit before tax.
b. Financial assets and liabilities held for trading
The valuation of trading positions, both long and short positions, is determined
by reference to last traded prices from identical instruments from the
exchanges at the reporting date. Such financial assets and liabilities are
classified as Level 1.
A substantial part of the financial assets and liabilities held for trading which are
carried at fair value are based on theoretical prices which can differ from quoted
market prices. The theoretical prices reflect price adjustments primarily caused
by the fact that the Group continuously prices its financial assets and liabilities
based on all available information. This includes prices for identical and near-
identical positions, as well as the prices for securities underlying the Group’s
positions, on other exchanges that are open after the exchange on which the
financial asset or liability is primarily traded closes. Consequently, such financial
assets and liabilities are classified as Level 2.
For offsetting (delta neutral) positions, the Group uses mid-market prices to
determine fair value.
c. Investments measured at fair value through other comprehensive
income (FVOCI)
The fair value of investments measured at fair value through other
comprehensive income is determined by reference to their quoted closing bid
price at the reporting date, or if unquoted, determined using a valuation
technique and are classified as Level 2 or Level 3, conditional upon the regular
availability of quoted closing bid prices.
d. Investments measured at fair value through profit or loss (FVPL)
The fair value of investments measured at fair value through profit or loss is
determined by reference to their quoted closing bid price at the reporting date,
or if unquoted, determined using a valuation technique and are classified as
Level 2 or Level 3, conditional upon the regular availability of quoted closing bid
prices.
e. Other assets held for trading
Other assets held for trading comprises the amount of digital assets that the
Group holds as a broker-dealer. The Group applies IAS 2 for its digital assets that
are held for sale in the ordinary course of business and these are measured at
fair value less cost to sell with fair value changes recognized in profit or loss. The
Group uses its own fair value models based on quoted prices or observable
inputs for the valuation of the digital assets, these assets are classified as Level 2.
  2025 Financial statements |
Notes to the consolidated financial statements
FLOW TRADERS | ANNUAL REPORT 2025
115
f. Other liabilities held for trading
The Group borrows digital assets as part of its trading strategy. The borrowed
digital assets are measured at fair value less cost to sell. As the Group uses its
own fair value models based on quoted prices, observable inputs or
unobservable inputs for the valuation of the borrowed digital assets, these
liabilities are classified as Level 2 and Level 3. When the borrowed digital assets
have an embedded derivative (see note 3(k)), the Group values the derivative
using an option pricing model. See note 6(a) for additional information about
the significant Level 3 inputs used.
g. Fair value hierarchy
The following table shows the carrying amounts and fair values of financial
assets and liabilities according to their fair value hierarchy.
Fair value hierarchy
As at 31 December 2025
Level 1
Level 2
Level 3
Total
Long positions in equity securities -
trading
63,681
6,679,451
6,743,132
Long positions in debt securities -
trading
249,422
249,422
Mark to market derivative assets
1,172
67,671
68,843
Financial assets held for trading
64,853
6,996,543
7,061,396
Other assets held for trading
343,209
343,209
Investments measured at fair value
through PL
10,778
10,778
Investments measured at fair value
through OCI
1,279
25,707
26,986
Total long positions
64,853
7,341,031
36,485
7,442,369
Short positions in equity securities-
trading
423,983
4,385,862
4,809,845
Short positions in debt securities-
trading
343,603
343,603
Mark to market derivative liabilities
16,333
43,860
60,193
Financial liabilities held for trading
440,316
4,773,325
5,213,641
Other liabilities held for trading
183,787
56,408
240,195
Total short positions
440,316
4,957,112
56,408
5,453,836
  2025 Financial statements |
Notes to the consolidated financial statements
FLOW TRADERS | ANNUAL REPORT 2025
116
Fair value hierarchy
As at 31 December 2024
Level 1
Level 2
Level 3
Total
Long positions in equity securities -
trading
100,039
5,395,223
5,495,262
Long positions in debt securities -
trading
309,140
309,140
Mark to market derivative assets
314,585
314,585
Financial assets held for trading
100,039
6,018,948
6,118,987
Other assets held for trading
625,085
625,085
Investments measured at Fair value
through PL
24,697
24,697
Investments measured at Fair value
through OCI
1,817
31,277
33,094
Total long positions
100,039
6,645,850
55,974
6,801,863
Short positions in equity securities-
trading
325,011
3,317,072
3,642,083
Short positions in debt securities-
trading
396,549
396,549
Mark to market derivative liabilities
236,071
236,071
Financial liabilities held for trading
325,011
3,949,692
4,274,703
Other liabilities held for trading
382,195
130,297
512,492
Total short positions
325,011
4,331,887
130,297
4,787,195
The following table shows the movement in Level 3 assets. Please also refer to
note 19, 20. The following investments consist of non-derivative debt and equity
investments.
h. Level 3 Fair value measurements
Investments
As at 31 December 2025
FVPL
FVOCI
Total
Balance at 1 January
24,697
31,277
55,974
Additions
4,841
484
5,325
Disposals
(13,211)
(2,817)
(16,029)
Net gain/(loss)
(4,204)
(472)
(4,676)
Effect of movement in foreign exchange
differences
(1,344)
(2,765)
(4,110)
Balance at 31 December
10,778
25,707
36,485
The unrealized loss of €4.2 million (2024: gain of €8.3 million) on Investments
held at FVPL is included in ‘Other income or (expense)’ in the Consolidated
statement of profit or loss and other comprehensive income.  Of the total
disposals from assets measured at FVPL, €4.9 million in proceeds were received
in fiat currency. The remainder relates to the disposal of investments at FVPL in
exchange for non-cash consideration in the form of Investment class intangible
asset. The non-cash consideration was measured at fair value on the transaction
date. Please refer to note 23, Intangible assets, for additional measurement
information.
The unrealized loss of €0.5 million (2024: gain of €6.3 million) on Investments
held at FVOCI is included in ‘Changes in fair value through other comprehensive
income’ in the Consolidated statement of profit or loss and other
comprehensive income. Of the the total disposals from investments measured
at FVOCI, the largest disposal accounted for €2.3 million.
  2025 Financial statements |
Notes to the consolidated financial statements
FLOW TRADERS | ANNUAL REPORT 2025
117
Investments
As at 31 December 2024
FVPL
FVOCI
Total
Balance at 1 January
6,485
18,887
25,372
Additions
10,175
4,687
14,862
Disposals
(4,293)
(4,293)
Net gain/(loss)
11,525
6,278
17,803
Effect of movement in foreign exchange
differences
805
1,425
2,230
Balance at 31 December
24,697
31,277
55,974
Other liabilities held for trading
As at 31 December
2025
2024
Balance at 1 January
130,297
69,472
Additions
162,752
228,587
Disposals
(71,144)
(90,966)
Transfer to Level 2
(6,297)
(4,138)
Net (gain)/ loss
(159,200)
(72,657)
Balance at 31 December
56,408
130,297
The unrealized gain of €112 million (2024: gain of €21 million (updated)) on Other
liabilities held for trading is included in Gross trading income in the
Consolidated statement of profit or loss and other comprehensive income.
The 2024 figures have been updated as certain components were previously
presented on a net basis rather than gross. In the current year, these
components are presented on a gross basis. This change had no impact on the
opening or closing balance as originally reported for 2024.
i. Day-one gain
As disclosed in note 3(d), the fair value of an instrument at initial recognition is
normally the transaction price. If the transaction price differs from the fair value
measured at initial recognition, the difference is recognized within a day-one
gain reserve presented in Other liabilities held for trading in the Consolidated
statement of financial position. The reserve is released on a straight-line basis
into Gross trading income in the Consolidated statement of profit or loss.
The differences yet to be recognized in profit or loss are as follows:
Day-one gain reserve
As at 31 December
2025
2024
Balance at 1 January
28,272
13,007
Additions
37,309
66,590
Amounts recognized in profit or loss
(47,127)
(51,325)
Balance at 31 December
18,453
28,272
7. Hedge of net investments in foreign operations
During the year ended 31 December 2025, the Group discontinued its previous
net investment hedge in foreign operations in which the hedging instrument
was a designated short USD position (2024: €8.4 million), presented in Financial
liabilities held for trading in the Consolidated statement of financial position.
The hedge was discontinued because the hedging instrument no longer exists
and there was no formal rollover or continuation documentation. In accordance
with IFRS 9, the cumulative amount of foreign currency translation differences
previously recognized in other comprehensive income remains in equity and
will be reclassified to profit or loss upon disposal or partial disposal of the related
foreign operations.
Subsequent to the discontinuation of the previous net investment hedge, the
Group has designated a new hedge of its net investment in USD foreign
operations. The private credit facility (see note 28), presented under Loans and
borrowings in the Consolidated statement of financial position, is the hedging
instrument in relation to the hedged items, which is the Group’s exposure to the
USD foreign exchange risk on its net investment in USD foreign operations.
Gains or losses on the retranslation of the private credit facility are transferred to
OCI to offset any gains or losses on translation of the designated component of
the net investments in USD foreign operations.
The Group has established a hedge ratio of 1:1, consistent with its risk
management strategy, as the notional amount of the hedging instrument
equals the designated component of the net investment. The economic
relationship is demonstrated by the fact that changes in the USD/EUR spot rate
  2025 Financial statements |
Notes to the consolidated financial statements
FLOW TRADERS | ANNUAL REPORT 2025
118
result in equal and opposite changes in the EUR carrying amounts of the
hedged item and hedging instrument.
To assess hedge effectiveness, the Group determines the economic relationship
between the hedging instrument and the hedged item by comparing changes
in the carrying amount of the private credit facility that is attributable to a
change in the spot rate with changes in the investment in the foreign operation
due to movements in the spot rate (the offset method). The Group’s policy is to
hedge the net investment only to the extent of the debt principal.
Since inception of the hedging relationship between the private credit facility
and the net investment in USD foreign operations, the hedging gain recognized
in OCI before tax equals the change in the EUR carrying amount of the loan
attributable to foreign currency exposure. No hedge ineffectiveness was
recognized in profit or loss (2024: nil).
The amounts related to the item designated as hedging instrument are as
follows:
as at 31 December 2025
Carrying amount (€000)
Notional amount
(US$000)
Assets
Liabilities
Private credit facility
199,500
164,938
as at 31 December 2024
Carrying amount (€000)
Notional amount
(US$000)
Assets
Liabilities
USD short position
8,700
8,402
The impact of the hedging instrument recorded in the Consolidated statement
of financial position is as follows:
For the year ended 31 December 2025
Change in value used to calculate hedge
ineffectiveness (€000)
Private credit facility
(2,040)
For the year ended 31 December 2024
Change in value used to calculate hedge
ineffectiveness (€000)
USD short position
(70)
The impact to the foreign currency translation reserve is as follows:
For the year ended 31 December 2025
Change in value of hedging
instruments recognized in OCI
Change in fair value
used for measuring
ineffectiveness
(€000)
Continuing
hedges
Discontinued
hedges
USD net investment
2,040
(2,040)
(354)
For the year ended 31 December 2024
Change in value of hedging
instruments recognized in OCI
Change in fair value
used for measuring
ineffectiveness
(€000)
Continuing
hedges
Discontinued
hedges
USD net investment
354
(70)
(284)
  2025 Financial statements |
Notes to the consolidated financial statements
FLOW TRADERS | ANNUAL REPORT 2025
119
8. Earnings per share
The Group presents basic and diluted EPS data for its ordinary shares. Basic EPS
is calculated by dividing the profit for the year attributable to ordinary
shareholders with the number of ordinary shares outstanding.
The weighted average number of shares takes into account the weighted
average effect of changes in treasury shares (repurchased and re-issued by the
Group) during the year.
Diluted earnings per share is determined by adjusting the basic earnings per
share for the effects of all dilutive share-based payments to employees.
Earnings per share
For the year ended
2025
2024
Profit for the year
133,565
159,537
Profit attributable to ordinary shareholders
133,565
159,537
Weighted average number of ordinary shares
43,523,641
43,236,079
Dilutive effect of share-based payments
1,304,061
1,570,990
Weighted average number of ordinary shares
for diluted net profit
44,827,702
44,807,069
Basic earnings per share
3.07
3.69
Diluted earnings per share
2.98
3.56
9. Net trading income
Net trading income consists of Gross trading income, Fees related to the trading
activities and Net financial expenses related to the trading activities.
Gross trading income comprises realized and unrealized gains on financial
instruments and digital assets held for trading (including dividends and
interest), as well as certain revenues the Group receives as a liquidity provider for
issuers of financial products. For the year ended 31 December 2025, revenue
from contracts with customers was €24.6 million (2024: €21.1 million).
Fees related to the trading activities consist of expenses such as exchange fees,
clearing fees and other trading related fees. Net financial expenses related to
the trading activities primarily include interest expense on the credit facilities
with the prime brokers calculated on the drawn amount during the period.
10. Other income or (expense)
Other income or (expense) includes gains and losses from Investments
measured at fair value through profit or loss and any net gain on disposal of
Investment class intangible assets. For further details on gains and losses from
Investments measured at fair value through profit or loss and net gain on
disposal of Investment class intangible assets, please refer to note 20 and note
23, respectively.
11. Employee expenses
For the year ended
2025
2024
Wages and salaries
74,251
64,624
Social security charges
8,043
7,100
Recruitment and other employment costs
14,957
9,927
Fixed employee expenses
97,251
81,651
Variable compensation paid in cash
61,443
61,512
Variable compensation paid in shares
15,987
23,755
Variable employee expenses
77,430
85,267
Employee expenses
174,681
166,918
FTE
635
609
The amount of variable compensation payable is based on the operational profit
of the Group. Variable compensation costs are based on existing variable
compensation obligations as well as expected variable compensation for the
period.
  2025 Financial statements |
Notes to the consolidated financial statements
FLOW TRADERS | ANNUAL REPORT 2025
120
Share-based payments
The Group awards its employees with shares as part of their variable
compensation and is responsible for withholding wage taxes upon vesting in
the Netherlands and in most other countries of operations. The Group expects
to pay €10.8 million to settle the tax obligations on behalf of the employees in
2026 (2025: €10.6 million).
The table below includes the share-based payments (SBP) expenses per plan for
the period.
Share-based payment expense per plan
For the year ended
2025
2024
Variable remuneration share plans
15,617
22,977
Company loyalty and sign-on package share plans
370
778
Total expenses arising from equity settled share-based
payments
15,987
23,755
Expenses arising from cash settled share-based payments
1,614
2,006
Total expenses arising from share-based payments
17,601
25,761
The table below provides an overview of the total outstanding share awards per
plan.
Total share awards outstanding per plan
(number of shares)
As at 31 December
2025
2024
Company loyalty and sign-on package share plans
46,459
75,541
Variable remuneration share plans
1,702,935
2,006,706
Total number of shares outstanding
1,749,394
2,082,247
a) Variable remuneration share plans - equity settled
Under the variable remuneration share plans, shares are granted to employees
as part of their variable compensation. The shares vest in equal installments
during the first quarter of the subsequent year over a period of three or four
years subject to the condition that the employee remains employed on the
vesting date.
Employees are granted shares based on a fixed monetary value. As part of the
2025 variable remuneration plan the Company awarded shares to employees
based on a fixed monetary value of €19.7 million. The number of shares granted
is estimated based on the monetary value divided by the fair value of the share
price at grant date. The final number of shares granted are determined based
on the volume weighted average price (VWAP) of the first open period of the
following year, resulting in an updated calculation of the shares awarded, as is
shown in the tables below. These awards have a nil exercise price.
Prior year variable remuneration plans have been adjusted as follows:
Variable remuneration share plan year
2024
2023
2022
Fixed monetary value in €
29,346
3,241
27,432
Fair value share price at grant date
€23.88
€17.42
€23.26
VWAP share price of first open period
€26.04
€16.56
€26.64
The following table illustrates the number of shares and movements in share
awards during the year. The expense recognized during the year was €16 million
(2024: €23 million).
Number of shares
For the year ended
2025
2024
Outstanding at 1 January
2,006,706
1,902,516
Granted during the year
725,494
1,239,551
Changes due to dividend reinvestment
7,460
Vested during the year
(776,458)
(1,059,344)
Forfeited during the year
(127,994)
(110,063)
Changes in shares recalculated based on final
VWAP
(124,813)
26,586
Outstanding at 31 December
1,702,935
2,006,706
  2025 Financial statements |
Notes to the consolidated financial statements
FLOW TRADERS | ANNUAL REPORT 2025
121
b) Company loyalty and sign-on package share plans - equity settled
Under the Company loyalty and sign-on package share plans, shares are
granted as a part of variable compensation to certain employees. The shares
vest over a period of one to five years, depending on the share plan and
agreement with the employee, subject to the condition that the employee
remains employed on the vesting date.
The fair value of the share options is estimated at the grant date. The fair value
of shares granted to employees during 2025 is estimated at grant date at €0.2
million (2024: €0.2 million), reflecting a weighted average fair value of shares
granted of € 25.94 (2024: €18.50). The exercise price of the share option is equal
to the market price of the underlying shares on the date of grant. The expense
recognized during the year was €0.4 million (2024: €0.8 million).
Number of shares
For the year ended
2025
2024
Outstanding at 1 January
75,541
111,590
Granted during the year
23,400
19,241
Changes due to dividend reinvestment
389
Vested during the year
(33,687)
(48,535)
Forfeited during the year
(18,795)
(7,144)
Outstanding at 31 December
46,459
75,541
c) Share appreciation rights - cash settled
Certain employees are awarded share appreciation rights (SARs) as part of their
variable remuneration, settled in cash. The SARs vest in equal installments over
a period of three to four years subject to the condition that the employee
remains employed on the vesting date. The liability for the SARs is measured,
initially and at the end of each reporting period until settled, at the fair value of
the SARs. The carrying amount of the liability relating to the SARs at 31
December 2025 was €3.1 million (2024: €7.2 million). The expense recognized
during the year was €1.6 million (2024: €2.0 million). At year end there are no
vested SARs that are unpaid.
12. Other expenses
For the year ended
2025
2024
Technology
70,604
66,636
Housing
4,696
5,192
Advisors and assurance
8,745
6,542
Regulatory costs
3,068
2,677
Fixed exchange costs
7,283
6,822
Travel expenses
3,898
2,544
Various expenses
8,583
4,888
Other expenses
106,877
95,301
The total of our operating expenses comprises of technology, housing, fixed
exchange and various expenses, the total for 2025 was €91.2 million (2024:
83.5 million).
13. Taxation
For the year ended
2025
2024
Current Tax expense
Current year tax expense
27,529
34,895
Adjustment for prior years
1,043
279
Deferred Tax expense
Movement deferred tax
2,513
(347)
Income tax expense reported in the
statement of profit or loss
31,084
34,827
Reconciliation of the weighted average statutory income rate to the Group’s
effective income tax rate is as follows:
  2025 Financial statements |
Notes to the consolidated financial statements
FLOW TRADERS | ANNUAL REPORT 2025
122
Reconciliation of effective tax rate
For the year ended
2025
(€)
2025
2024
(€)
2024
Dutch standard tax rate
42,479
25.8%
50,146
25.8%
Different weighted average statutory
rate of group
(6,811)
(4.1%)
(6,390)
(3.3%)
Income (partly) exempted
(9,356)
(5.7%)
(12,559)
(6.5%)
Other non deductible costs
4,771
2.9%
3,630
1.9%
Subtotal
(11,395)
(6.9%)
(15,319)
(7.9%)
Effective tax rate
31,084
18.9%
34,827
17.9%
The effective tax rate differs from the (nominal) statutory tax rate. This difference
is mainly caused by applying the participation exemption and Dutch innovation
box regime. In addition the effective tax rate is impacted by non-deductible
share plan costs that occur in each region.
Effective tax rate per region
An overview of the effective tax rate per region is presented in the table below.
For the year ended 31 December 2025
Statutory tax rate
Effective tax rate
Europe
25.8%
21.3%
Americas
21.9%
30.1%
Asia
16.5%
6.3%
Group
18.9%
For the year ended 31 December 2024
Statutory tax rate
Effective tax rate
Europe
25.8%
20.1%
Americas
21.9%
19.9%
Asia
16.5%
5.6%
Group
17.9%
Current tax assets and liabilities per region
As at 31 December
2025
2024
Assets
Europe
481
2,239
Americas
2,246
2,325
Asia
83
302
Total current tax assets
2,810
4,866
Liabilities
Europe
15,840
20,938
Americas
834
514
Asia
737
1,188
Total current tax liabilities
17,411
22,640
  2025 Financial statements |
Notes to the consolidated financial statements
FLOW TRADERS | ANNUAL REPORT 2025
123
Recognized deferred tax assets and liabilities
Deferred tax assets and liabilities are attributable to the following:
As at 31 December
2025
2024
Revaluation of investments to fair value
(1,879)
(1,715)
Deferred bonus
680
699
Right-of-use assets
(5,865)
(7,769)
Lease liabilities
7,582
9,613
Accelerated depreciation for tax purposes
(1,060)
(649)
Share based payments
1,150
1,455
Capitalized R&D for tax purposes
1,999
4,153
Carry forward losses
1,690
2,108
Other
59
57
Net asset/(liability)
4,356
7,952
Deferred tax assets
4,465
8,059
Deferred tax liabilities
(110)
(107)
Deferred tax assets, net
4,355
7,952
In addition to the movement of deferred tax included in the income tax expense
in the Consolidated statement of profit or loss and other comprehensive
income, an amount of €0.2 million is reported through other comprehensive
income relating to Investments at fair value through other comprehensive
income.
Unrecognized deferred tax assets
During the year, the Group reassessed the recoverability of its deferred tax
assets and wrote down certain deferred tax positions. Deferred tax assets have
not been recognized in respect of unused tax losses because it is not probable
that future taxable profits will be available against which the Group can use
their benefits.
Tax losses carried forward
Tax losses for which no deferred tax asset was recognized expire as follows.
Category
Amount
Expiry
Unused tax losses
10,865
Never expire
Management will continue to review these losses in future periods as additional
evidence on profitability becomes available.
14. Cash and cash equivalents
As at 31 December
2025
2024
Europe
1,556
3,890
Americas
343
745
Asia
5,328
3,754
Total cash and cash equivalents
7,227
8,389
Cash and cash equivalents are available on demand.
15. Financial assets held for trading
As at 31 December
2025
2024
Long positions in equity securities-trading
6,743,131
5,495,262
Long positions in debt securities-trading
249,422
309,140
Mark to market derivative assets
68,843
314,585
Total financial assets held for trading
7,061,396
6,118,987
Financial assets held for trading relate to settled positions and are closely
related to financial liabilities held for trading, trading receivables, trading
payables, other assets held for trading and other liabilities held for trading. The
sum of these positions is our net trading capital position at our prime brokers
and together with cash used in the management report as trading capital.
  2025 Financial statements |
Notes to the consolidated financial statements
FLOW TRADERS | ANNUAL REPORT 2025
124
The table above shows the fair values of derivative financial instruments
recorded as assets.
The Group enters into derivative contracts such as futures, forwards, and options
for trading and economic hedge purposes. Futures contracts are transacted at
standardized amounts on regulated exchanges and are subject to cash margin
requirements. Forwards are customised contracts transacted in the over–the–
counter market. The Group’s derivative assets and financial liabilities are
generally not offset in the Consolidated statement of financial position unless
the IFRS netting criteria are met. The Group’s trading capital exposures,
including derivative contracts, are monitored on a daily basis as part of its overall
risk management framework.
Please also refer to note 16, 24 and 25.
16. Trading receivables
As at 31 December
2025
2024
Receivables for securities sold
7,317,474
5,049,192
Due from brokers and exchanges
1,064,099
911,029
Total trading receivables
8,381,573
5,960,221
In accordance with the Group's policy of trade date accounting for regular way
sale and purchase transactions, receivables for securities sold represent
amounts related to securities that have been sold but not yet settled as at the
reporting date. In addition, amounts due from brokers and exchanges are
presented separately. Trading receivables are measured at amortized cost.
Given the short-term nature of these assets, their carrying amount is a
reasonable approximation of fair value. Additionally, the expected credit loss is
immaterial.
Please also refer to note 15, 24 and 25.
17. Other assets held for trading
As at 31 December
2025
2024
Other assets held for trading
343,209
625,085
Total other assets held for trading
343,209
625,085
The carrying amount of Other assets held for trading at year end was €343
million (2024: €625 million). These amounts includes digital assets traded on
centralized and decentralized exchanges.
18. Other receivables
As at 31 December
2025
2024
Prepayments
12,469
21,929
Dividend withholding tax
1,521
1,639
Security deposits
2,763
3,166
Receivable from employees
3
7
Other receivables
8,723
8,723
Total other receivables
25,479
35,464
Given the short-term nature of these assets, their carrying amount is a
reasonable approximation of fair value. As of 31 December 2025, there is €7
million (2024: €6 million) in receivables relating to market-making activities (see
note 9) within Other receivables.
19. Investments measured at fair value through other
comprehensive income
As at 31 December
2025
2024
Debt instruments
1,876
4,846
Equity instruments
25,110
28,248
Total Investments measured at fair value through OCI
26,986
33,094
  2025 Financial statements |
Notes to the consolidated financial statements
FLOW TRADERS | ANNUAL REPORT 2025
125
20. Investments measured at fair value through profit or loss
As at 31 December
2025
2024
Debt instruments
6,816
13,119
Equity instruments
3,962
11,578
Total Investments measured at fair value through PL
10,778
24,697
21.   Equity-accounted investments
a) Individually immaterial equity-accounted investments
All individually immaterial equity-accounted investments are classified as
investments in associates.
During the 2025 financial year there were no significant movements in these
investments, which had a carrying amount of €0.1 million at 31 December 2025
(2024: €0.1 million). The movement in 2025 primarily reflects changes in foreign
exchange rates.
In the prior period, the Group exited an individually immaterial equity-
accounted investment. No proceeds were received, and an impairment of €0.8
million is presented on the Consolidated statement of profit or loss within
Impairment of equity-accounted investments.
b) Investment in associate
The Group has an equity investment in an investee which represents 29.23%
(2024: 35.52%) equity ownership and 30.5% (2024: 35.52%) of the voting rights of
that investee. The Group exercises significant influence through its voting rights
and representation on the board.
During Q4 2025, the associate completed a fundraising round. The Group
participated by investing an additional €1.7 million. Following the fundraising,
the Group’s ownership interest was diluted due to shares issued to other
investors. The Group retained significant influence and continues to account for
its investment under the equity method. The dilution resulted in the recognition
of a gain of €5.2 million which is presented within Share of profit/(loss) of equity-
accounted investments, net of tax in the Consolidated statement of profit or loss
and other comprehensive income.
The investee is developing a trading technology platform in the Asia-Pacific
region. In accordance with acquisition agreement, the Group may make an
additional investment dependent on future events.
The following table summarizes the associate's financial statements for the
period ending 30 November 2025. The Group uses the 30 November 2025
financial statements due to operational constraints of the investee.
2025
2024
Percentage ownership Interest
29.23%
35.52%
Non-current assets
6,587
7,135
Current assets
27,701
4,847
Current financial liabilities
(3,420)
(1,124)
Non-current financial liabilities
Net assets
30,868
10,858
Group's share of net assets (ownership %)
9,023
2,934
Goodwill
5,250
4,971
Carrying amount of interest in associate
14,273
7,905
Profit/(loss) from continuing operations
(4,955)
(1,670)
Other comprehensive income
(121)
Total comprehensive Income (ownership %)
(1,454)
(414)
c) Joint Venture - Global Tokenization Holdings Limited
The Group has an equity investment in a joint venture which represents 33.3%
(2024: 33.3%) equity ownership in an Irish domiciled holdings company called
Global Tokenization Holdings Limited (GTH). The Group has classified the
investment as a joint venture as decisions regarding relevant activities require
the unanimous consent of the parties sharing control of the arrangement.
GTH has a 100% ownership interest in an operating company which has issued a
EUR-denominated stablecoin after receiving an electronic money institution
  2025 Financial statements |
Notes to the consolidated financial statements
FLOW TRADERS | ANNUAL REPORT 2025
126
under the German payment services supervision act. Both the holding company
and operating company operate from Germany as of 31 December 2025.
The following table summarizes the joint venture’s financial statements for the
period ending 31 December 2025.
Global Tokenization Holdings Limited
2025
2024
Percentage ownership Interest
33.33%
33.33%
Non-current assets
7,932
3,932
Current Assets
23,139
7,748
Current financial liabilities
(17,697)
(1,110)
Non-current financial liabilities
Net assets
13,374
10,570
Group's share of net assets (ownership %)
4,458
3,524
Goodwill
Carrying amount of interest in joint venture
4,458
3,524
Profit/(loss) from continuing operations
(8,670)
(1,955)
Other comprehensive income
Total comprehensive Income (ownership %)
(2,890)
(652)
  2025 Financial statements |
Notes to the consolidated financial statements
FLOW TRADERS | ANNUAL REPORT 2025
127
22. Property and equipment
Hardware
Office
fixtures
Office space right-
of-use assets
Hardware right-
of-use assets
Total
Cost
Balance at 1 January 2024
31,288
12,919
63,560
12,170
119,937
Additions
4,897
2,124
1,693
1,505
10,219
Disposals
(1,608)
(436)
(2,792)
(4,836)
Effect of movements in exchange rates
955
451
3,515
95
5,016
Balance at 31 December 2024
35,532
15,058
68,768
10,978
130,336
Balance at 1 January 2025
35,532
15,058
68,768
10,978
130,336
Additions
5,487
1,274
3,799
1,433
11,992
Disposals
(6,791)
(1,480)
(5,259)
(2,879)
(16,409)
Effect of movements in exchange rates
(1,309)
(1,619)
(6,458)
(32)
(9,419)
Balance at 31 December 2025
32,919
13,233
60,850
9,499
116,500
 
Depreciation and impairment losses
Balance at 1 January 2024
14,282
2,556
23,836
6,829
47,503
Depreciation for the year
5,279
2,060
6,436
2,784
16,559
Disposals
(1,608)
(436)
(2,792)
(4,836)
Exchange rate differences
798
(172)
1,432
147
2,205
Balance at 31 December 2024
18,751
4,008
31,704
6,968
61,431
Balance at 1 January 2025
18,751
4,008
31,704
6,968
61,431
Depreciation for the year
5,673
3,184
5,939
2,741
17,536
Disposals
(6,899)
(1,490)
(4,504)
(2,879)
(15,773)
Exchange rate differences
(843)
(395)
(2,909)
(97)
(4,243)
Balance at 31 December 2025
16,681
5,307
30,230
6,733
58,951
 
Carrying amounts
At 1 January 2024
17,006
10,363
39,724
5,341
72,434
As at 31 December 2024
16,781
11,050
37,064
4,010
68,905
As at 31 December 2025
16,237
7,925
30,620
2,766
57,549
Right-of-use assets are disclosed in more detail in note 29 and must be considered along with software right-of-use assets in note 23. Assets that have been fully
depreciated and are considered obsolete are disposed of, the Group does not generate sale proceeds from disposed assets. The depreciation for the year includes
€0.6 million in written off tangible assets for the year ended 31 December 2025 (2024: €0.01 million).
  2025 Financial statements |
Notes to the consolidated financial statements
FLOW TRADERS | ANNUAL REPORT 2025
128
23. Intangible assets
Software
Software right-of-use assets
Goodwill
Investments
Total
Cost
Balance at 1 January 2024
2,055
1,698
502
4,255
Additions
Disposals
(529)
(246)
(775)
Exchange rate differences
99
82
181
Balance at 31 December 2024
1,625
1,534
502
3,661
Balance at 1 January 2025
1,625
1,534
502
3,661
Additions
163
18,850
19,013
Disposals
(933)
(4,711)
(5,644)
Exchange rate differences
5
(872)
(867)
Balance at 31 December 2025
860
1,534
502
13,268
16,164
Amortization and (Reversal of) impairment losses
Balance at 1 January 2024
1,160
417
1,577
Amortization for the year
379
349
728
Disposals
(533)
(246)
(779)
Exchange rate differences
84
49
133
Balance at 31 December 2024
1,090
569
1,659
Balance at 1 January 2025
1,090
569
1,659
Amortization for the year
300
307
607
(Reversal of) impairment losses
10,716
10,716
Disposals
(916)
(916)
Exchange rate differences
11
(2)
9
Balance at 31 December 2025
485
874
10,716
12,075
Carrying amounts
At 1 January 2024
895
1,281
502
2,678
As at 31 December 2024
535
965
502
2,002
As at 31 December 2025
375
660
502
2,552
4,089
  2025 Financial statements |
Notes to the consolidated financial statements
FLOW TRADERS | ANNUAL REPORT 2025
129
Right-of-use assets are disclosed in more detail in note 29 and must be
considered along with office space and hardware right-of-use assets in note 22.
Assets that have been fully depreciated and are considered obsolete are
disposed of, the Group does not generate sale proceeds from disposed assets.
Investments
The carrying values of the individual intangible assets within the Investments
class are reviewed on a continuous basis with their estimated recoverable
amount based on the greater of value in use or fair value less cost to dispose
(FVLCD). The FVLCD is estimated using an income approach valuation
technique that applies a DLOM to an active market price. The key assumption to
derive the DLOM is implied volatility, which is a level 3 input. The implied
volatility is derived from, and consistent with, external sources. As of 31
December 2025, the range of implied volatility was 80% to 120%.
Impairments of the individual assets are a result of underperformance of the
underlying digital asset’s active market price.
As of 31 December 2025, the entire carrying amount of the Investment class of
intangible assets have been pledged as security for the private credit facility
disclosed in note 28.
24. Financial liabilities held for trading
As at 31 December
2025
2024
Short positions in equity securities-trading
4,809,845
3,642,082
Short positions in debt securities-trading
343,603
396,549
Mark to market derivatives liabilities
60,193
236,071
Total financial liabilities held for trading
5,213,641
4,274,703
Please also refer to note 15, 16 and 25.
25. Trading payables
As at 31 December
2025
2024
Payables for cash market products
6,576,334
5,265,981
Credit facilities
2,719,665
1,884,583
Total trading payables
9,295,999
7,150,564
Due to the short-term nature of these liabilities, their carrying amount is a
reasonable approximation of fair value. Please also refer to note 15, 16 and 24.
Payables for securities bought
In accordance with the Group’s policy of trade date accounting for regular sale
and purchase transactions, payables for securities bought represent amounts
payables for securities that were purchased, but not yet settled as at the
reporting date. The amount payable is based on the net unsettled amount per
clearing institution.
Credit Facilities
The Group maintains portfolio financing facilities with its prime brokers to
facilitate the trading activities (i.e. to finance the purchase and settlement of
financial instruments). The drawn amounts on these facilities continuously
fluctuate based on our trading positions at any given moment.
The Group has interest-bearing credit facilities with its prime brokers and
clearing institutions for a total facilities amount of €13,306 million as at 31
December 2025 (2024: €11,364 million). The 2024 amount has been updated to
include all global counter-parties. The variable interest rate charged on these
facilities is based on the overnight interest rates per respective currency plus 50
bps. These facilities can be modified or terminated at any time and do not have
an expiration date and is yearly automatically renewed. The facilities are
exclusively for the financing of positions of the financial instruments traded in
the ordinary course of the trading activities using the various prime brokers.
Our prime brokers require the Group to post cash to cover the haircut or margin
requirements (representing a minor portion of our portfolio’s size, which is
variable and calculated on a daily basis depending on portfolio size and
  2025 Financial statements |
Notes to the consolidated financial statements
FLOW TRADERS | ANNUAL REPORT 2025
130
composition) in cash or securities as security for our positions held with the
relevant prime broker. Cash and securities posted with the brokers acts as a
collateral for the credit facilities granted. Value of the collateral is thus equal to
our trading capital.
Covenants
Pursuant to the main covenants included in our facilities, the Group is required
to comply with a net liquidation (or trading capital) balance that exceeds the
haircut calculated by the prime broker. Both the net liquidation balance and
haircut are variable and calculated on a daily basis, depending on portfolio size
and composition. The main covenants prescribe certain maximum portfolio-to
loan size (variable and calculated on a daily basis, depending on portfolio
composition). In addition, for certain operating subsidiaries of the Group, they
require us to maintain a solvency ratio of at least 4%, calculated by shareholders'
equity divided by credit limit for the respective subsidiaries.
The main covenants also require the Group to supply our prime brokers with
financial statements and other information, including information on our
trading activities and trading counterparties. Furthermore, they require us to
maintain all relevant authorizations and memberships required in order to
conduct our business, and comply with all applicable laws, rules and regulations
and place restrictions on mergers and disposition of our assets outside the
ordinary course of our business.
Other covenants related to credit facilities provided by prime brokers and
clearing institutions mainly include ratios in respect of shareholders’ equity for
the Group and Flow Traders B.V., as well as a minimum regulatory capital ratio
for Flow Traders B.V.
For covenants related to the PCF and RCF facilities please refer to note 28.
The Group has not had any defaults and did not breach any covenants with
respect to any of its liabilities during 2025 and 2024.
26. Other liabilities held for trading
As at 31 December
2025
2024
Other liabilities held for trading
240,195
512,492
Total other liabilities held for trading
240,195
512,492
Per year end the Group had other liabilities held for trading with a total value of
240.2 million (2024: €512.5 million) comprising of loans denominated in digital
currencies or held with digital asset brokers.
27. Other liabilities
As at 31 December
2025
2024
Long-term variable compensation payable
15,961
25,743
Subtotal non-current liabilities
15,961
25,743
 
Wages and variable compensation payable
60,086
45,472
Wage tax payable
3,398
1,756
Creditors and accruals
22,007
24,046
Subtotal current liabilities
85,491
71,274
Total other liabilities
101,452
97,017
The long-term and current variable compensation payable include amounts
payable to employees related to the cash portion of variable remuneration and
share appreciation rights ('SARs'). Refer to note 11 and note 31.
As set out in the Remuneration report, the cash portion of the variable
remuneration and the SARs programs are deferred and paid in multiple
installments. If the Group faces operational losses these variable compensation
installments may be reduced or forfeited entirely to cover for such losses.
Within Other liabilities there are current liabilities which are measured at
amortized cost. Given the short-term nature of the liabilities measured at
  2025 Financial statements |
Notes to the consolidated financial statements
FLOW TRADERS | ANNUAL REPORT 2025
131
amortized cost, their carrying amount is a reasonable approximation of fair
value. Variable compensation payable is measured at fair value, please refer to
note 11 and note 30.
28. Loans and borrowings
As at 31 December
2025
2024
Current liabilities
3,383
24,957
Private credit facility
3,383
Term Loan
24,957
Non-current liabilities
161,555
Private credit facility
161,555
Total Loans and borrowings
164,938
24,957
The carrying amount of the total Loans and borrowings is a reasonable
approximation of fair value.
The Group has fully repaid the interest-bearing term loan with Barclays Bank
PLC during October 2025. As such, the closing balance of this loans as at 31
December 2025 is Nil.
In October 2025, the Group entered into a financing arrangement consisting of
a private credit facility (PCF) of $200 million and a revolving credit facility (RCF)
of $75 million (collectively, Private credit facilities).
The PCF is USD denominated and has a maturity of six years with quarterly
amortization of 0.25%. The interest rate applicable to the PCF is SOFR plus 500
basis points, payable quarterly. The margin is subject to a reduction to SOFR
plus 450 basis points if the Group’s trading capital to net debt ratio exceeds a
defined threshold. The RCF is governed by substantially the same terms and
conditions as the PCF.
As at 31 December 2025, the drawn amounts are €173 million ($200 million)
drawn from the PCF and nil drawn from the RCF. Refer to note 34
The Private credit facilities are secured by a pledge over materially all of the total
assets of the Group, excluding financial assets held for trading, trading
receivables, other assets held for trading and investments measured at fair
value through profit or loss and other comprehensive income. The total carrying
value of the pledged assets was €1,011 million at 31 December 2025.
The Private credit facilities are subject to the following covenant:
Financial performance covenant calculated as the total trading capital over
the outstanding loan balance.  The ratio must be maintained at 3 to 1, on a
daily basis, for the duration of the loan.
29. Leases
The Group has lease contracts for office space, software and hardware with
lease terms between one and ten years.
Set out below are the carrying amounts of the Group’s right-of-use assets
(included under property and equipment and intangible assets) and lease
liabilities and the movements during the period:
As at 31 December 2025
Right-of-use assets
Lease liabilities
Balance at 1 January 2025
42,039
52,178
Additions
5,232
5,084
Depreciation expense
(8,987)
Disposals
(755)
(1,570)
Interest expense
1,866
Payments
(10,485)
Exchange rate differences
(3,482)
(4,846)
Balance at 31 December 2025
34,047
42,227
  2025 Financial statements |
Notes to the consolidated financial statements
FLOW TRADERS | ANNUAL REPORT 2025
132
As at 31 December 2024
Right-of-use assets
Lease liabilities
Balance at 1 January 2024
46,346
53,042
Additions
3,198
3,640
Depreciation expense
(9,569)
Disposals
Interest expense
2,189
Payments
(9,354)
Exchange rate differences
2,064
2,661
Balance at 31 December 2024
42,039
52,178
In relation to the lease liabilities for an amount of €3.4 million (2024: €5.0
million) there are liens on the property and equipment, mainly related to
hardware assets. For more information, please refer to notes 22 and 23 for
further details of the right-of-use assets.
30. Equity
Share capital and share premium
All ordinary shares rank equally with regard to the Company’s residual assets.
There are no preferred shareholders.
The table below provides an overview of the shares in issue.
As at 31 December
2025
2024
In issue 1 January
45,671,645
45,671,645
Treasury shares
(2,103,204)
(2,602,889)
Total
43,568,441
43,068,756
The shares in issue are fully paid and have a nominal value of €3.50 per share.
In the first half of 2024, the issued capital was reduced by the cancellation of
862,855 shares at an average value of €23.18 per share.
Ordinary shares
Holders of the Company’s ordinary shares are entitled to dividends if and when
declared by the Company and are entitled to one vote per share at general
meetings of the Company.
Treasury shares
As at 31 December 2025 Flow Traders Ltd. and its subsidiaries held 2,103,204
(2024: 2,602,889) of ordinary shares (treasury shares). No gain or loss is
recognized in the statement of profit or loss on the purchase, sale, issue or
cancellation of the Group’s own equity instruments. Any differences between
the carrying amount and the consideration, if reissued, is recognized in equity.
Share-based payment reserve
The share-based payment reserve includes the straight-line accrual over the
vesting period of the grant date fair value of shares granted to employees
including the value of reinvested dividends on unvested shares. At the moment
of settlement, the net amount between the grant date fair value of the shares
and the fair value of treasury shares used to satisfy the share-based payment
plan is recognized in the Retained earnings reserve. Reference is made to note 11
- Employee Expenses.
Currency translation reserve
The translation reserve comprises all foreign currency differences arising from
the translation of the financial statements of foreign operations. This also
includes the hedging results from net investment hedging.
Fair value reserve
The fair value reserve comprises the fair value movements on all Investments
measured at fair value through other comprehensive income of the Group.
General distributions
Pursuant to Article 24.1 of the Company’s Articles of Association, the Board, with
the approval of the Non-Executive Directors, has decided that the profit for 2025
(totaling €133.6 million) will be added to the reserves.
  2025 Financial statements |
Notes to the consolidated financial statements
FLOW TRADERS | ANNUAL REPORT 2025
133
Dividends
In July 2024 the Group announced its Trading Capital Expansion Plan and the
related revision of its dividend policy. To expand its trading capital base, the
Group has suspended regular dividend payments until further notice and did
not pay an interim cash dividend for the financial year 2024 and 2025.
31.   Provisions and contingencies
The Group operates in various legal, administrative, tax and regulatory
jurisdictions. From time to time, the Group is involved in proceedings
concerning matters arising within the normal course of business. The outcomes
of these proceedings are difficult to assess and may involve significant
judgment and estimation uncertainty.
Provisions
There have been no additional provisions made during the 2025 financial year.
During the first six months of 2024, the Group fully settled a fine for trading
violations which had been provided for as of 31 December 2023.
Legal
Total
As at 1 January 2024
4,111
4,111
Provisions made during the year
402
402
Provisions used during the year
4,513
4,513
Provisions reversed during the year
Unwind of discount
As at 31 December 2024
Cash incentive provided to employees
As from 2020 certain employees receive part of their variable compensation in
share appreciation rights (SARs). The SARs vest in equal installments over a
period of three to five years subject to the condition that the employee remains
employed on the vesting date. The SAR are expenses and recognized in the
financial statements in line with the IFRS 2 Share based payment - cash settled
accounting rules (refer also to note 11 - Employee Expenses).
The contingent liability from these plans are as follows:
2026
2027
2028
2029
Total
SARs 2021
2
2
SARs 2022
40
61
101
SARs 2023
62
62
SARs 2024
21
66
87
Total
126
127
252
Guarantees
Flow Traders B.V., Flow Traders US Holding LLC, Flow Traders US LLC and Flow
Traders US Institutional Trading LLC (collectively “Guarantors”) have provided
several guarantees for the obligations of Flow Traders US Institutional Trading
LLC, Flow Traders Hong Kong Ltd and Flow Traders US LLC (collectively
“Beneficiaries”) to external counterparties in relation to trading relationships.
Obligations under the guarantees require Guarantors to fulfil claims of the
Beneficiaries once it has not fulfilled one of its obligations directly related to the
trading relationships. These guarantees are in effect for periods ranging from 1
year to an indefinite term as of the signing date of the agreement, which can be
withdrawn with 1 week notice.
Flow Traders Holding, LLC has provided a parental guarantee for the obligations
of Flow Traders B.V. related to the credit facility provided to Flow Traders B.V. by
one of its prime brokers. If and as long as the solvency ratio of Flow Traders B.V.
falls below 4% of the maximum credit limit agreed with this prime broker, Flow
Traders Holding, LLC has committed to provide such additional security for Flow
Traders B.V. in the form of this parental guarantee. The maximum obligation
under this guarantee for Flow Traders Holding, LLC will be 4% of the maximum
credit limit for Flow Traders B.V. as agreed with the prime broker. The parental
guarantee shall be in full force and effect until terminated. Flow Traders
Holding, LLC may terminate this guarantee at any time upon 15 days’ prior
written notice to the prime broker, or at any time upon the written consent of
the prime broker.
On 30 September 2024, Flow Traders Holding, LLC entered into a deed of
guarantee and indemnity for the liabilities and obligations of its subsidiary Flow
  2025 Financial statements |
Notes to the consolidated financial statements
FLOW TRADERS | ANNUAL REPORT 2025
134
Traders Asia Pte. Ltd., in favour of Barclays Bank PLC up to a maximum
cumulative amount of USD 50 million. This guarantee and indemnity will be in
effect until the termination of all agreements between Barclays Bank PLC and
Flow Traders Asia Pte. Ltd.
On 23 October 2025, Flow Traders Holding, LLC entered into a deed of
guarantee and indemnity for the liabilities and obligations of its subsidiary Flow
Traders Asia Ptd. Ltd., in favour of UBS AG up to a maximum aggregate amount
of $100 million. This guarantee and indemnity will be in effect until the
termination of all agreements between UBS AG and Flow Traders Asia Pte. Ltd.
Several non-trading entities within the Group have jointly and severally
guarantees to the loan (see note 28) providers to the benefit of Flow Traders
Holding, LLC as the borrower. The maximum obligation is $275 million.
Contingent Liabilities
The Group’s calculation of tax liabilities involves dealing with uncertainties in the
application of complex tax laws in a multitude of jurisdictions across EMEA, Asia
and the Americas. In this context, it is possible that tax exposures which have
not yet materialized may result in different interpretation of local rules.
Subsequent to 31 December 2025 but prior to the authorization of the annual
report, the Group received a prior notice of regulatory action of violation of
trading regulations in its Asia region. The notice was in regard to trading events
which occurred prior to 31 December 2025. The Group has not recognized a
provision, which is expected not to be material, as it is unable to reliably
measure the possible cash outflow as of the date of the issuance of the report.
32. Related parties
General
The executive and non-executive directors of the Board are considered the
persons responsible for managing, controlling and supervising the Group.
During the year, the Group engaged with R. Hodenius, co-founder and a former
non-executive director of the Board (cessation of appointment in April 2023), as
an advisor by contracting with Mr. Hodenius’s firm, Avalon Holding B.V. The
Group incurred costs for an amount of €10,000 for these services.
Board and non-executive directors compensation
The Board and non-executive director compensation for 2025 and 2024
comprises of base salaries and variable compensation paid in cash is short-term
in nature.
Remuneration of the Executive and Non-Executive Directors
2025
Base
salary
Cash from
profit-
share
Share-
based
payments
Extra-
ordinary
Total
Executives
1,167
2,600
2,300
6,067
Non-Executives
674
674
Remuneration of the Executive and Non-Executive Directors
2024
Base
salary
Cash from
profit-
share
Share-
based
payments
Extra-
ordinary
Total
Executives
801
2,035
2,000
4,836
Non-Executives
620
620
Flow Traders Foundation
As one of Flow Traders’ Non-Executive Board members sits on the Board of the
Flow Traders Foundation (“Foundation”), the Foundation is considered a related
party.
In 2020 Flow Traders established the Flow Traders Foundation, a Charity or
Foundation (“Stichting”) to better structure its historic engagement in giving to
others in society who need (financial) help. During 2020 Flow Traders
established the funding to make sure that a significant financial basis has been
laid, so that the Foundation has the financial means to make not only an annual
but also a structural impact and meets its purpose.
In 2025 Flow Traders contributed a total value of €1.0 million (2024: €0.6 million)
related to support of organizations such as SINA. Within this total value, is an
amount from the 2025 variable remuneration pool for employees which the
Group has reserved for donation to the Foundation of €0.39 million in 2025
(2024: €0.45 million).
  2025 Financial statements |
Notes to the consolidated financial statements
FLOW TRADERS | ANNUAL REPORT 2025
135
33. Group companies
Subsidiaries
Country of
incorporation
Ownership
interest
2025
2024
Flow Traders B.V.
Netherlands
100%
100%
Flow Traders Technologies B.V.
Netherlands
100%
100%
INIT Capital B.V.
Netherlands
100%
100%
Flow Traders Investments B.V.
Netherlands
100%
100%
Flow Traders Amsterdam Services B.V.
Netherlands
100%
-
RETI Technologies Holding B.V.
Netherlands
100%
-
RETI Technologies B.V.
Netherlands
100%
-
Flow Traders Holding, LLC
USA
100%
100%
Flow Traders U.S. Holding LLC
USA
100%
100%
Flow Traders U.S. LLC
USA
100%
100%
Flow Traders U.S. Institutional Trading LLC
USA
100%
100%
FTTNY LLC
USA
100%
100%
Flow Traders U.S. Digital LLC
USA
100%
-
Flow Traders Asia Pte. Ltd.
Singapore
100%
100%
Flow Traders Fu Ying Pte. Ltd.
Singapore
100%
-
Flow Traders Hong Kong Ltd.
Hong Kong
100%
100%
Flow Traders Hong Kong Services Ltd.
Hong Kong
100%
100%
Flow Traders UK Services Ltd.
United Kingdom
100%
100%
Flow Traders London Ltd
United Kingdom
100%
100%
RETI Technologies UK Ltd
United Kingdom
100%
-
Flow Traders Technologies SRL
Romania
100%
100%
Flow Traders Investments Limited
Jersey
100%
100%
      Other branches
The Group has the following branches:
Branch
Trading Name
Country
New York
INIT Capital B.V.
USA
Milan
Flow Traders B.V. (Milan Branch)
Italy
Shanghai
Flow Traders Hong Kong Ltd. (Shanghai Branch)
China
Hong Kong
INIT Capital B.V. (Hong Kong Branch)
China
Cyprus
RETI Technologies B.V.
Cyprus
Korea
Flow Traders Asia Pte. Ltd. (Korea Branch)
Korea
Significant restrictions
The Group does not have significant restrictions on its ability to access or use its
assets and settle its liabilities other than those resulting from the supervisory
frameworks, within which its subsidiaries operate. Please refer to the Capital
Management section of this report for more information.
34. Financial risk management
Overview
The Group is exposed to the following risks arising from financial instruments:
Operational risk;
Credit risk;
Market risk;
Foreign exchange risk;
Interest rate risk;
Liquidity risk;
Concentration risk.
This note presents information about the Group’s exposure to each of the above
risks, the Group’s objectives, policies and processes for measuring and
managing risk, and the Group’s management of our liquidity and capital.
Operational risk
Operational risk is the risk of loss resulting from inadequate or failed internal
processes, people and systems or from external events.
  2025 Financial statements |
Notes to the consolidated financial statements
FLOW TRADERS | ANNUAL REPORT 2025
136
Our Group Operational Risk framework contributes to raise awareness of these
risks to all our employees and promotes a risk mitigation culture in all our
processes. This includes documenting of procedures and periodically updating
of this documentation.
The risk governance and independence of the Risk team ensures that our risk
appetite is appropriately implemented, monitored and reported to
management on a regular basis. We maintain an internal operational risk event
database that captures any incident that may have occurred (irrespective if it
led to a financial loss/profit or not). We routinely perform an in-depth analysis of
these incidents in order to avoid a reoccurrence.
Every year, we conduct Risk Control Self Assessments (RCSA) across the
organization to update what our main inherent risks are and which could be the
most impactful in order to manage them to be within our risk appetite.
Any breach of risk appetite is escalated to management. A decision is then
made as to whether we should mitigate, defer or accept the breach. If
mitigation is considered to be the appropriate action, a taskforce is put in place
to bring back the residual risk scoring within our risk appetite. This ongoing
vigilance ensures, that we dedicate the appropriate amount of time and
resources to improve our control environment in a consistent and risk-based
manner.
Credit risk
Credit risk is the risk of financial loss to the Group if a counterparty to a financial
instrument fails to meet its contractual obligations, and can also arise from the
settlement of off-exchange transactions.
At the end of the reporting period, the maximum exposure to credit risk is
represented by the carrying amount of each financial asset in the Consolidated
statement of financial position. The credit risk of these financial instruments is
low due to the creditworthiness of the counterparties. These amounts
significantly exceed expected loss in the event of counterparty default, as
expected loss takes into account the likelihood of such an event and collateral
or security. The likelihood of counterparty default is deemed to be remote due
to the creditworthiness of the counterparties and the central counterparties. 
The maximum exposure to credit risk at the reporting date was as follows:
Carrying amount
As at 31 December
2025
2024
Cash and cash equivalents
7,227
8,389
Trading receivables
8,381,573
5,960,221
Other receivables
25,479
35,464
Credit risk related to transactions on exchanges is limited since these are
guaranteed by the central counterparty or clearing house related to that
exchange. Members of these clearing houses are required to deposit substantial
amounts of cash, bonds or equities as collateral for any failure to settlement of
trading. There is an inherent risk related to transactions on digital asset
exchanges and protocols, both centralized and decentralized. Additionally, this
risk is mitigated by strict onboarding procedures and limiting the assets held for
trading on each exchange to limit the maximum risk per exchange.
The Group manages credit risk through its Risk department that provide
specific guidelines, rules and procedures for identifying, measuring and
reporting credit risk.
Policies include amongst others:
limits for individual product types;
limits per counterparty;
limits on the duration of the exposure;
limits for settlement types;
strict monitoring procedures for late settlements;
limits to exchanges.
Creditworthiness of counterparties is continuously assessed and counterparty
exposures are monitored on an intraday basis.
Offsetting financial assets and financial liabilities
The disclosures set out in this paragraph include financial assets and financial
liabilities that:
are offset in the Group’s Consolidated statement of financial position; or
  2025 Financial statements |
Notes to the consolidated financial statements
FLOW TRADERS | ANNUAL REPORT 2025
137
are subject to an enforceable master netting arrangement or similar
agreement that covers similar financial instruments, irrespective of whether
they are offset in the Consolidated statement of financial position.
The similar agreements include derivative clearing agreements, global master
repurchase agreements, and global master securities lending agreements.
Similar financial instruments include derivatives, sales and repurchase
agreements, reverse sale and repurchase agreements, securities borrowing and
securities lending agreements. Financial instruments, such as loans and
deposits, are not disclosed in this paragraph unless they are offset in the
Consolidated statement of financial position.
The ISDA and similar master netting arrangements do not meet the criteria for
offsetting in the Consolidated statement of financial position. This is because
they create a right to offset recognized amounts for the parties to the
agreement that is enforceable only following an event of default, insolvency or
bankruptcy of the Group or the counterparties or following other
predetermined events.
In addition, the Group and its counterparties do not intend to settle on a net
basis or to realize the assets and settle the liabilities simultaneously.
The Group has outsourced collateral management to its prime brokers. It can
receive and grant collateral in the form of cash and marketable securities in
respect of the following transactions:
derivatives;
sale and repurchase, and reverse sale and repurchase agreements; and
securities lending and borrowing.
The Group receives and grants collateral in the form of cash and marketable
securities as set out in notes 16 and 25 in respect of derivatives (including
swaps). Such collateral is subject to standard industry terms including, where
appropriate, an ISDA Credit Support Annex. This means that securities received/
granted as collateral can be pledged or sold during the term of the transaction,
but have to be returned on maturity of the transaction. The terms also give each
party the right to terminate the related transactions on the counterparty’s
failure to post collateral.
Offsetting
The Group has various netting agreements in place with counterparties to
manage the associated credit risks. Such arrangements primarily include:
securities borrowing and lending arrangements, and over-the-counter and
exchange traded derivatives. These netting agreements and similar
arrangements generally enable the counterparties to offset liabilities against
available assets received in the ordinary course of business and/or in the event
of the counterparty’s default. The offsetting right is a legal right to settle, or
otherwise eliminate, all or a portion of an amount due by applying an amount
receivable from the same counterparty against it, thus, reducing credit
exposure. However, the offsetting criteria in IAS 32 are not met in all cases.
  2025 Financial statements |
Notes to the consolidated financial statements
FLOW TRADERS | ANNUAL REPORT 2025
138
Offsetting
As at 31 December 2025
Offsetting recognized on the Statement of
financial position
Netting potential not
recognized on the Statement of
financial position
Assets not
subject to
netting
arrangements
Maximum
exposure to risk
Gross
assets/
liabilities
before offset
offsetting
with gross
liabilities (IAS
32)
Net positions
recognized on
the Statement
of financial
position
Netting
Potential
Positions after
consideration
of netting
potential
Positions not
subject to
netting
arrangements
Positions
recognized in
the Statement
of financial
position
After
consideration of
netting potential
Financial assets
Long positions, cash market products
and amounts receivable from clearing
agent
16,670,544
(1,227,575)
15,442,969
(14,509,640)
933,329
15,442,969
933,329
Total financial assets
16,670,544
(1,227,575)
15,442,969
(14,509,640)
933,329
15,442,969
933,329
Financial liabilities
Short positions, cash market products
amounts payable to clearing agents,
and borrowings
15,737,215
(1,227,575)
14,509,640
(14,509,640)
14,509,640
Total financial liabilities
15,737,215
(1,227,575)
14,509,640
(14,509,640)
14,509,640
  2025 Financial statements |
Notes to the consolidated financial statements
FLOW TRADERS | ANNUAL REPORT 2025
139
Offsetting
As at 31 December 2024
Offsetting recognized on the Statement of
financial position
Netting potential not
recognized on the Statement
of financial position
Assets not
subject to
netting
arrangements
Maximum
exposure to risk
Gross
assets/
liabilities
before offset
offsetting
with gross
liabilities (IAS
32)
Net positions
recognized on
the Statement
of financial
position
Netting
Potential
Positions
after
consideratio
n of netting
potential
Positions not
subject to
netting
arrangements
Positions
recognized in
the Statement
of financial
position
After
consideration of
netting potential
Financial assets
Long positions, cash market products and
amounts receivable from clearing agent
12,808,470
(729,262)
12,079,208
(11,425,267)
653,941
12,079,208
653,941
Other assets held for trading
625,085
625,085
625,085
Total financial assets
12,808,470
(729,262)
12,079,208
(11,425,267)
653,941
625,085
12,704,293
1,279,026
Financial liabilities
Short positions, cash market products
amounts payable to clearing agents, and
borrowings
12,154,529
(729,262)
11,425,267
(11,425,267)
11,425,267
Other liabilities held for trading
512,492
512,492
512,492
Total financial liabilities
12,154,529
(729,262)
11,425,267
(11,425,267)
512,492
11,937,759
512,492
  2025 Financial statements |
Notes to the consolidated financial statements
FLOW TRADERS | ANNUAL REPORT 2025
140
Market risk
The market risk for the Group relates to the risk of the value of a financial
instrument fluctuating because of changes in factors including, but not limited
to, interest rates, volatilities, currency exchange rates, future dividend
expectations and equity prices. The Risk department monitors market risk
exposure on a continuous intraday basis. Based on the limits set per product or
the aggregated risk for the Group, limit breaches will trigger action from the
Risk department in order to reduce the risk back to within our preset limits.
In addition to the Group’s Risk department, the trading positions are also
monitored daily by Operations. The applicable haircut and margins are
computed by the Group’s prime brokers. The Risk department computes the
haircut using internal models enabling intraday monitoring. Limits are set on
both capital and credit usage. Long and short trading positions include
securities and derivatives such as: shares, American Depository Receipts (ADR’s),
options, warrants, futures, forward rate agreements (FRA’s), exchange-traded
products (ETP) and digital assets. All traded financial instruments are liquid
instruments. Therefore, our portfolio can always be liquidated within a short
time frame and with a limited cost impact.
The Group seeks to hedge its trading positions to minimize its risk for adverse
price movements and does not engage in long or short only positions. The
direction of market movements, i.e. what the Group considers directional
market risk taking, is not relevant for the Group because of our market-making
trading strategy.
The Group measures its exposure to directional market risk as of 31 December
2025 using a value at risk (VaR) statistical measure. The VaR measure estimates
the potential loss in pre-taxation profit over a given holding period for a
specified confidence level. The VaR methodology is a statistically defined,
probability-based approach that takes into account market volatilities and the
Group’s market-making trading strategy. The Group uses an asset-class
dependent holding period (1 - 10 days) and a 95% level of confidence. As of 31
December 2025, the estimated directional market risk is immaterial. Therefore,
no sensitivity analysis has been disclosed.
The overall market risk (including interest rate risk, foreign currency risk and
settlement risk) of the financial assets and liabilities held for trading are
captured in the risk and margin requirements which the Group is required to
post at its prime brokers and clearing firms. Although the positions are fully
hedged, an immaterial risk remains as a result of inefficiencies in the models of
the prime brokers.
Market risk factors relating to digital assets and liabilities
In a similar manner to traditional assets, the price of a digital asset or liability
fluctuates according to its supply and demand. We manage this risk by holding
digital assets in the same proportion as liabilities (long/short delta neutral book).
Foreign currency risk
The Group is exposed to currency risk arising from trading positions
denominated in a currency other than the respective functional currencies of
the Group entities, primarily the Euro, as well as United States dollars and
Singapore dollars.
Foreign currency risk also arises on net investments in foreign operations, as
well as net results of these foreign operations during the year. The Group
manages foreign currency risk through daily monitoring of the positions by
currency.
Generally, the Group seeks to hedge foreign currency exposures in currencies
other than the functional currency.
Due to the manner in which the Group hedges foreign currency risk on held for
trading assets and liabilities, the directional foreign currency risk to profit before
tax is immaterial. Therefore, no sensitivity analysis has been disclosed.
The Group has designated the USD denominated private credit facility as a
hedge of a designated component of the net investment hedge of USD
functional currency subsidiaries. As a result, exchange differences on the USD
denominated private credit facility, which would have otherwise affected profit
before tax, are recognized in other comprehensive income to the extent the
hedge is effective. Consequently, profit before tax is affected by foreign-currency
fluctuations on this loan.
Interest rate risk
Interest rates will affect future profitability of the fair value of financial
instruments. The Group is exposed to interest rate risk as a result of mismatches
  2025 Financial statements |
Notes to the consolidated financial statements
FLOW TRADERS | ANNUAL REPORT 2025
141
of arranged interest rates of assets and liabilities. The Group has limits in place
on interest rate gaps for stipulated periods. These limits ensure that interest rate
risks are hedged. Positions are monitored on a daily basis and hedging
strategies are used to ensure positions are maintained within established limits.
Financial instruments held for trading purposes are accounted for at fair value
on the Consolidated statement of financial position. Positions carried on the
Consolidated statement of financial position are short-term and listed on
exchanges and therefore liquid and tradable.
As mentioned in the note 25 Trading payables, the Group has a credit facility
available to facilitate the trading positions accounted for on the Consolidated
statement of financial position. In order to match the liquidity and short holding
period of these trading positions, the facility has an interest rate payable, which
is floating. The Group runs a limited risk on the floating interest due to the fact
that the interest is also embedded in the funding and financing of the long/
short positions and in the ETP of the future. Due to the manner in which the
Group hedges interest rate risk, the directional interest rate risk is close to zero.
Therefore, no sensitivity analysis has been disclosed.
Other price risk
Equity price risk and commodity price risk arises from trading positions as well
as the Group’s investments in investments measured at fair value through other
comprehensive income or through profit or loss. In addition, for its option
positions, the implied volatility of the underlying contract is an additional risk
factor. Other factors to consider are time and dividend expectations.
The Group manages other price risks by defined limits in terms of individual
positions per product and aggregate position per trading desk relating to the
size of the exposure, concentrations, pricing and valuation parameters and
natural hedging between these long and short positions. As the Group is active
in liquidity provision and does not speculate on directional moves in underlying
values, the net delta positions of the portfolios is immaterial.
In addition to daily internal monitoring measures, applicable haircut and
margins are computed by the Group’s prime brokers. The haircut analysis
measures all positions, individual and correlated, and reflects the different risk
components. The third-party haircut calculation confirms the internal
assessment that completes the Group’s overview of the risks that it is exposed
to on a daily and overnight basis. An overview of the overall market risk is
presented under the earlier "Market risk" section.
Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting the
obligations associated with its financial liabilities that are settled by delivering
cash or another financial asset. The Group’s approach to managing liquidity is to
ensure, as far as possible, that it will always have sufficient liquidity to meet its
liabilities when due, under both normal and stressed conditions, without
incurring unacceptable losses or risking damage to the Group’s reputation. The
Group’s cash position, as well as the other available credit lines with prime
brokers, is monitored on a daily basis.
Undrawn borrowing facilities
At 31 December 2025, the Group’s RCF (see note 28) had undrawn committed
borrowing of $75 million (2024: Nil), which may be drawn at any time.
Concentration risk
Concentration risk arises when a number of counterparties are engaged in
similar business activities, or activities in the same geographic region, or have
similar economic features that would cause their ability to meet contractual
obligations to be similarly affected by changes in economic, political or other
conditions. Concentrations indicate the relative sensitivity of the Group’s
performance to developments affecting a particular industry or geographic
location. The Group’s policies and procedures and the broad geographic and
industry spread of its activities limit its exposure to any concentration risk.
Additionally management has established credit limits for geographic and
counterparty exposures, which are monitored on a daily basis. We monitor the
distribution of assets and off-balance sheet items by geographic region and
industry sector on an ongoing basis.
  2025 Financial statements |
Notes to the consolidated financial statements
FLOW TRADERS | ANNUAL REPORT 2025
142
Maturity analysis of financial assets and liabilities
The following table shows an analysis of the assets and liabilities according to
when they are to be contractually recovered or settled. The presented financial
assets are those financial assets which the Group holds for managing liquidity
risk. The 2024 maturity analysis had included financial assets which were not
used for managing liquidity risk, these financial asset have been removed from
the current year analysis.
Maturity Analysis
As at 31 December 2025
Total
Receivable/payable
on demand
Within
3 months
3 months
to 1 year
>1 year
Assets
Cash and cash equivalents
7,227
7,227
Financial assets held for trading
7,061,396
7,061,396
Trading receivables
8,381,573
8,381,573
`
Other assets held for trading
343,209
343,209
15,793,405
15,793,405
Liabilities
Financial liabilities held for trading
5,213,641
5,213,641
Trading payables
9,295,999
9,295,999
Other liabilities held for trading
240,195
171,767
24,567
40,064
3,797
Lease liabilities
50,433
1,892
9,136
39,405
Other liabilities
101,452
63,484
22,007
15,961
Loans and borrowings
255,271
6,784
12,130
236,357
15,156,991
14,681,407
96,727
83,337
295,520
  2025 Financial statements |
Notes to the consolidated financial statements
FLOW TRADERS | ANNUAL REPORT 2025
143
Maturity Analysis
As at 31 December 2024
Total
Receivable/
payable
on demand
Within
3 months
3 months
to 1 year
>1 year
Assets
Cash and cash equivalents
8,389
8,389
Financial assets held for trading
6,118,987
6,118,987
Trading receivables
5,960,221
5,960,221
Other assets held for trading
625,085
625,085
Other receivables
35,464
29,152
1,639
4,673
Investments measured at fair value through OCI
33,094
33,094
Investments measured at fair value through PL
24,697
24,697
12,805,937
12,712,682
29,152
1,639
62,464
Liabilities
Financial liabilities held for trading
4,274,703
4,274,703
Trading payables
7,150,564
7,150,564
Other liabilities held for trading
512,492
428,051
36,149
43,531
4,761
Lease liabilities
52,178
3,126
6,344
42,707
Other payables
97,017
43,874
27,400
25,743
Loans and borrowings
24,957
24,957
12,111,911
11,853,318
83,149
102,233
73,211
Liquidity and capital resources
Besides equity, the principal source of funds has been liquidity provided by the
prime brokers through uncommitted credit lines and margin financing, as well
as cash generated from our operating activities. In 2025, the Group entered into
the Private credit facilities as an additional means of increasing liquidity (see
note 28). As of 31 December 2025, the Group held €7.2 million in cash and cash
equivalents compared to €8.4 million as of 31 December 2024. These balances
are maintained primarily to support operating activities, including ensuring that
the Group has sufficient short-term access to liquidity, and capital expenditures.
The Group maintains a highly liquid financial position, with a large portion of its
total assets consisting of cash, highly liquid marketable securities and short-
term trading receivables (arising from securities transactions).
The Group actively manages its liquidity on an intraday basis and maintains
significant portfolio financing facilities with the prime brokers in order to
facilitate trading. These facilities are secured by cash and cash equivalents, as
well as all financial assets in accounts held at the respective prime brokers.
  2025 Financial statements |
Notes to the consolidated financial statements
FLOW TRADERS | ANNUAL REPORT 2025
144
Capital management
Regulatory capital requirements
As a result of the corporate restructuring per 13 January 2023 the Group is not
subject to consolidated capital requirements under the EU Directive Investment
Firm Regulation (IFR) and Investment Firm Directive (IFD). Regulated Flow
Traders subsidiaries do comply with the local capital requirement regulations as
monitored by their respective National Competency Authority (NCA).
The Board monitors the return on capital as well as the level of dividends to
shareholders while complying with prime broker and regulatory capital
requirements. The available capital in the trading companies is monitored on a
daily basis to ensure that requirements are met at all times and sufficient capital
is available to support the Group’s strategy. Trading capital as at 31 December
2025 was €1,044 million (31 December 2024 €774.9 million).
35. Non-Financial Risks
The disclosure of non-financial risks has been including on page 32.
36. Subsequent events
No material subsequent events have occurred since 31 December 2025 that
require recognition or disclosure in this year’s financial statements.
37. Authorization of consolidated financial statements
Amsterdam, 12 March 2026
Executive Directors
Non-Executive Directors
Thomas Spitz (Chief Executive Officer)
Rudolf Ferscha (Chairman)
Hermien Smeets-Flier (Chief Financial & Risk
Officer)
Jan van Kuijk (Vice-Chairman)
Owain Lloyd (Chief Technology Officer)
Linda Hovius
Marc Jansen (Co-Chief Trading Officer)
Delfin Rueda
Paul Hilgers
Karen Frank
Caroline Terry
FLOW TRADERS | ANNUAL REPORT 2025
145
FLOW TRADERS | ANNUAL REPORT 2025
146
Parent Company balance sheet (Before result appropriation in thousands of euro)
As at 31 December
 
Note
2025
2024
Assets
Equity-accounted investments
1
852,949
756,071
Total non-current assets
852,949
756,071
Cash and cash equivalents
17
56
Receivables from related parties
2
25,035
33,017
Other receivables
 
164
77
Current tax assets
 
99
149
Deferred tax assets
10
886
Total current assets
25,315
34,185
Total assets
 
878,264
790,256
Liabilities
 
Liabilities to related parties
3
2,985
14,924
Other liabilities
5
4,688
3,204
Total current liabilities
7,673
18,128
Other non-current liabilities
4
2,212
5,520
Total non-current liabilities
2,212
5,520
Total liabilities
9,885
23,648
Equity
Share capital
6
159,851
159,851
Share premium
6
556
556
Treasury shares
6
(42,569)
(57,857)
Revaluation reserve
6
4,877
19,042
Currency translation reserve
6
(957)
35,400
Other legal reserves
6
203,595
233,733
Share based payment reserve
6
28,322
35,307
Retained earnings
6
381,138
181,038
Result for the year
6
133,565
159,538
Total Equity before result appropriation
 
868,379
766,608
Total equity and liabilities
 
878,264
790,256
FLOW TRADERS | ANNUAL REPORT 2025
147
Parent Company income statement (in thousands of euro)
For the year ended 31 December
Note
2025
2024
Intercompany revenue
7
9,888
5,681
Intercompany expenses
375
605
Personnel expenses
8
8,360
5,607
Other expenses
9
1,857
2,408
Operating expenses
10,217
8,015
Operating result
(704)
(2,939)
Profit / (Loss) before tax
(704)
(2,939)
Tax (expense)/ income
10
(886)
743
Share in result from participating interests, after taxation
1
135,155
161,733
Profit for the year
133,565
159,537
FLOW TRADERS | ANNUAL REPORT 2025
148
Notes to the parent Company financial statements
All amounts in thousands of euro, unless stated otherwise.
Principles for the measurement of assets and liabilities and the
determination of the result
In setting the principles for the recognition and measurement of assets and
liabilities and determination of the result for its parent Company financial
statements, the Group applies the option provided in section 2:362 (8) of the
Netherlands Civil Code. The principles for the recognition and measurement of
assets and liabilities and determination of the result (hereinafter referred to as
principles for recognition and measurement) of the parent Company financial
statements are the same as those applied for the consolidated IFRS Accounting
Standards financial statements. Participating interests over which the Company
has significant influence, are measured at equity value. Please see Notes to the
consolidated financials statements for a description of the Group’s IFRS
Accounting Standards principles.
The profit from participating interests consists of the Company’s share in the
results of these participating interests. Results on transactions, comparing the
transfer of assets and liabilities between (i) the Group and its participating
interests on (ii) between participating interests themselves, are not recognized.
1. Equity-accounted investments
As at 31 December
2025
2024
Equity-accounted investments
852,949
756,071
Total investments in group companies
852,949
756,071
The movements of the investments in Group companies is as follows:
As at 31 December
2025
2024
Balance at 1 January
756,071
562,534
Changes:
exchange rate differences
(36,357)
17,328
revaluation reserve
(1,920)
6,813
share in result of investments
135,155
161,733
addition
7,663
Balance at 31 December
852,949
756,071
2. Receivables from related parties
As at 31 December
2025
2024
Share-based payment receivable subsidiaries
25,035
33,017
Balance at 31 December
25,035
33,017
As at 31 December 2025, the parent Company had share-based payment
receivables towards Flow Traders B.V. for €15.0 million (2024: €20.6 million), Flow
Traders U.S. LLC €3.9 million (2024: € 5.8 million) and Flow Traders Hong Kong
Services Ltd. for €5.3 million (2024: € 5.0 million).
3. Liabilities to related parties
As at 31 December
2025
2024
Intercompany loans from group companies
2,977
14,913
Liabilities to employees
8
11
Balance at 31 December
2,985
14,924
  Parent Company Financial Statements  |
Notes to the parent company financial statements
FLOW TRADERS | ANNUAL REPORT 2025
149
The liabilities to group companies consists of an intercompany loan from Flow
Traders Holding, LLC of €3.0 million (2024: €14.9 million).
4. Non-current liabilities
As at 31 December
2025
2024
Long term bonus payable
2,212
5,520
Subtotal non-current liabilities
2,212
5,520
5. Other liabilities
As at 31 December
2025
2024
Wages and bonuses payables
3,833
1,425
Wages tax payable
55
419
Other current liabilities
800
1,360
Subtotal current liabilities
4,688
3,204
6. Equity
Statement of changes in equity (in thousands of euro)
2025
Share
capital
Share
premium
Treasury
Shares
Currency
translation
reserve1
Revaluation
reserve1
Other legal
reserves1
Share based
payment
reserve
Retained
earnings
Net Profit /
(loss)
Total
Balance at 1 January 2025
159,851
556
(57,857)
35,400
19,042
233,733
35,307
181,038
159,537
766,608
Profit
133,565
133,565
Total other comprehensive income
(36,357)
(1,920)
(38,277)
Total comprehensive income for the period
(36,357)
(1,920)
133,565
95,288
Transactions with owners of the Company
Transfer to Retained earnings
(12,245)
171,782
(159,537)
Transfer to/(from) Other legal reserve
(30,138)
30,138
Share-based payments
15,288
(6,985)
(1,819)
6,484
Total transactions with owners of the Company
15,288
(12,245)
(30,138)
(6,985)
200,100
(159,537)
6,484
Balance at 31 December 2025
159,851
556
(42,569)
(957)
4,877
203,595
28,322
381,138
133,565
868,379
1 Refer to note 15 for additional information about legal reserves.
For further explanation reference is made to Consolidated statement of changes in equity in the Consolidated financial statements and the relevant underlying note 30 in the Consolidated
financial statements
  Parent Company Financial Statements  |
Notes to the parent company financial statements
FLOW TRADERS | ANNUAL REPORT 2025
150
Statement of changes in equity (in thousands of euro)
2024
Share
capital
Share
premium
Treasury
Shares
Currency
translation
reserve1
Revaluation
reserve1
Other legal
reserves1
Share based
payment
reserve
Retained
earnings
Net Profit /
(loss)
Total
Balance at 1 January 2024
162,871
556
(88,008)
18,072
5,010
128,501
40,740
294,932
23,163
585,837
Profit
159,537
159,537
Total other comprehensive income
17,328
6,813
24,141
Total comprehensive income for the period
17,328
6,813
159,537
183,678
Transactions with owners of the Company
Transfer to Retained earnings
23,163
(23,163)
Transfer to Other legal reserve
105,232
(105,232)
Transfer to Fair value reserve
7,219
(7,219)
Dividends
(6,480)
(6,480)
Cancellation of shares
(3,020)
20,001
(16,981)
Repurchase of shares
(11,804)
(11,804)
Share based payments
21,954
(5,433)
(1,145)
15,376
Total transactions with owners of the Company
(3,020)
30,151
7,219
105,232
(5,433)
(113,894)
(23,163)
(2,908)
Balance at 31 December 2024
159,851
556
(57,857)
35,400
19,042
233,733
35,307
181,038
159,537
766,608
1 Refer to note 15 for additional information about legal reserves.
For further explanation reference is made to Consolidated statement of changes in equity in the Consolidated financial statements and the relevant underlying note 30 in the Consolidated
financial statements
  Parent Company Financial Statements  |
Notes to the parent company financial statements
FLOW TRADERS | ANNUAL REPORT 2025
151
7. Intergroup revenues
The Company generates revenues providing management services to its
subsidiaries (customers). There were no other sources of revenue from contracts
with customers. The Company’s performance obligation is to provide
management services throughout the course of the year. The consideration for
these services is recognized on a cost-plus margin arrangement, where the cost
base is determined based on the costs incurred to provide the services. Revenue
is recognized as and when the control of the services is transferred to the
customers.
8. Personnel expenses
For the year ended
2025
2024
Wages and salaries
1,589
1,377
Social security charges
30
26
Recruitment and other employment costs
19
19
Variable compensation paid in cash and shares
6,722
4,185
Total personnel expenses
8,360
5,607
The number of employees employed by the Company at the end of the year is 4
(2024: 3). All FTEs were employed within the Netherlands during 2025 and are
part of Management (Executive Directors). The employee expenses above
represents employees and include Board members (Non-Executive Directors).
For further details refer to the Executive and Non-Executive Directors
remuneration in the Remuneration report.
9. Other expenses
For the year ended
2025
2024
Advisors and assurance
943
1,392
Regulatory costs
95
61
Shareholder meeting costs
128
37
Various expenses
691
918
Other expenses
1,857
2,408
10. Taxation
For the year ended
2025
2024
Tax recognized in profit or loss
Movement deferred tax
886
(478)
Adjustment for prior years
(265)
Tax expense/(income)
886
(743)
For more information on the unrecognized deferred tax asset, refer to note 13
taxation in the Consolidated financial statements.
Reconciliation of effective tax rate
For the year ended
2025
2024
Profit/ (Loss) before tax
(704)
(2,939)
Income tax at Dutch statutory rate (25.8%)
(182)
(758)
Non-deductible costs
182
Derecognition of deferred tax assets
886
Prior year adjustments and non deductible costs
15
Subtotal
1,068
15
Actual income tax charge
886
(743)
The effective tax rate differs from the (nominal) statutory tax rate. This difference
is mainly caused by derecognition of previously recognized deferred tax assets
and non-deductible costs such as share plan costs.
11. Other contingent liabilities
Cash incentive provided to employees
As from 2020 certain employees receive part of their variable compensation in
share appreciation rights (SARs). The SARs vest in equal installments over a
period of four to five years subject to the condition that the employee remains
employed on the vesting date. The SARS are expenses and recognized in the
  Parent Company Financial Statements  |
Notes to the parent company financial statements
FLOW TRADERS | ANNUAL REPORT 2025
152
financial statements in line with the IFRS 2 Share based payment - cash settled
accounting rules (refer also to note 8 - Personnel Expenses).
The contingent liability from these plans are as follows:
2026
2027
Total
SARs 2021
2
2
SARs 2022
15
61
76
Total
17
61
79
Claims
The Company is not involved in any significant legal procedures and/or claims.
Other contingent Liabilities
There are no other contingent liabilities.
12. Related parties
For more information, refer to note 32 related parties in the Consolidated financial
statements.
13. Profit appropriation
For more information, refer to note 8 earnings per share and note 30 equity in the
Consolidated financial statements.
14. Auditor fees
With reference to Section 2:382a (1) and (2) of the Netherlands Civil Code, the
following fees for the financial year have been charged by EY Accountants B.V.
and its member firms and affiliates to the Group, its subsidiaries and other
consolidated entities, which did not include tax advice:
For the year ended 2025
 
EY
Accountants
B.V.
Other
EY member
firms and affiliates
Total EY
Statutory audit of annual
accounts
801
120
921
Other assurance services
416
20
436
Total auditor fees
1,217
140
1,357
For the year ended 2024
 
EY
Accountants
B.V.
Other
EY member
firms and affiliates
Total EY
Statutory audit of annual
accounts
814
113
927
Other assurance services
680
10
690
Total auditor fees
1,494
123
1,617
Other assurance services relate to quarterly review services, interim reporting and
services related to the assessment of sustainability information.
15. Legal Reserve
As per the Dutch Civil Code requirement, the Company has a legal reserve which
is comprised of foreign currency translation reserve, revaluation reserve and our
minimum regulatory capital requirements across the Company’s subsidiaries
(Other legal reserve).
The decrease in the Revaluation reserve (formerly titled Fair value reserve) relates
to the disposal and realization of financial instruments. Upon disposal of FVOCI
investments, cumulative fair value movements were transferred from the
Revaluation reserve to Retained earnings. Realized fair value results on FVPL
instruments were recognized in profit or loss and consequently included in
Retained earnings.
  Parent Company Financial Statements  |
Notes to the parent company financial statements
FLOW TRADERS | ANNUAL REPORT 2025
153
16. Subsequent events
There were no material or significant subsequent events of the Company which
require disclosure
17. Authorization of Company financial statements
Amsterdam, 12 March 2026
Executive Directors
Non-Executive Directors
Thomas Spitz (Chief Executive Officer)
Rudolf Ferscha (Chairman)
Hermien Smeets-Flier (Chief Financial and
Risk Officer)
Jan van Kuijk (Vice-Chairman)
Owain Lloyd (Chief Technology Officer)
Linda Hovius
Marc Jansen (Co-Chief Trading Officer)
Delfin Rueda
Paul Hilgers
Karen Frank
Caroline Terry
FLOW TRADERS | ANNUAL REPORT 2025
154
FLOW TRADERS | ANNUAL REPORT 2025
155
Investor Relations
Investor Relations (IR) focuses on optimizing the communication and
understanding between Flow Traders and the investor community, its advisors
and the analyst community. By attending broker conferences, organizing
roadshows for institutional investors following the half-year and full-year results,
organizing investor conference calls, analyst days and the Annual General
Meeting, Flow Traders further optimizes the information stream to the market.
Flow Traders has a corporate website (www.flowtraders.com/investors) where,
among other information, its financial calendar, press releases, presentations,
reports and the dividend policy can be found. IR is the first point of contact for
interested investors, shareholders and analysts.
Investor Relations contact information
Eric Pan
Head of Investor Relations
Telephone
+31 20 7996799
E-mail
investor.relations@flowtraders.com
FLOW TRADERS | ANNUAL REPORT 2025
156
Share information
Flow Traders Ltd. (formerly known as Flow Traders N.V.) shares are listed on
Euronext Amsterdam and are included in the Amsterdam Midcap Index (AMX),
carrying a weight of 2.04 percent as of the end of 2025. Flow Traders shares are
also included in several other indices issued by leading index providers, such as
MSCI (MSCI Netherlands IMI 25/50 Price Return USD Index), FTSE (FTSE
Developed ex US All Cap Net Tax Index) and Euronext (Euronext AEX All-Share
Index, AEX All-Tradable Index, AEX Financials Index).
Introduction and key figures
Key share information
ISIN*
BMG3602E1084
Bloomberg ticker:
FLOW NA
Reuters ticker:
FLOW.AS
Number of shares outstanding
43,568,441
Number of shares in treasury
2,103,204
Free float
69%
Market cap at year end (€)
€1,147,271,722
Source: Euronext as per 31 December 2024
* ISIN as of 16 January 2024: BMG3602E1084
Share price performance
Opening price 2 January 2025
€21.52
Annual highest price (closing)
€30.96
Annual lowest price (closing)
€21.86
Closing price 31 December 2025
€25.12
Source: Euronext
FLOW TRADERS | ANNUAL REPORT 2025
157
Flow Traders JV2025 About sustainability information.jpg
About sustainability
information
Environment metrics
Remarks on GHG emissions data metrics
For scope 1 and scope 2 emissions, Flow Traders applies the operational control
approach for the consolidation of its CO2e emissions footprint. This means that
Flow Traders accounts for all emissions arising from operations over which it has
operational control. The operations, primarily office locations, as presented have
therefore been included in the calculation of the CO2e emissions footprint.
Office
Country
Region
Amsterdam
Netherlands
EMEA
London
United Kingdom
EMEA
Milan
Italy
EMEA
Cluj
Romania
EMEA
Hong Kong
China
APAC
Shanghai
China
APAC
Singapore
Singapore
APAC
New York
Americas
Americas
Chicago
Americas
Americas
In addition to the office locations, the use of third-party server space in data
centers is highly relevant to Flow Traders’ business activities and has therefore
been included within the scope 3 CO2e emissions footprint calculation. Given the
confidential nature of this information, the specific locations of the data centers
are not disclosed.
Data quality
The calculated CO₂e footprint of greenhouse gas (GHG) emissions, arising from
Flow Traders’ own business activities as well as those across its value chain,
contains a number of inherent uncertainties, primarily due to limitations in
the availability of actual emissions data. Flow Traders obtains third-party data
from service providers for its scope 1, scope 2 and scope 3 results. By default,
we request actual CO₂e emissions data from our landlords and utility providers
for scope 1 and scope 2, and from our value chain for scope 3. However, at present,
the majority of these parties are unable to provide actual CO₂e data. As a result,
we apply primary and secondary estimation methodologies, based on factors
such as energy consumption (kWh), distance travelled (km) and expenditure,
to calculate our emissions footprint.
The table on the following page provides an overview of the calculation
methodologies applied, as well as the key uncertainties and data limitations
for each emissions category included in the calculation.
  Other information  |
About sustainability information
FLOW TRADERS | ANNUAL REPORT 2025
158
Miscellaneous
Facilitated emissions
The Facilitated Emissions Standard aims to enhance transparency across this
category of financial transactions. The standard covers the primary issuance of
capital markets instruments and loan syndication. A primary issuance refers to
the issuance of new securities to provide debt-based or equity-based financing,
including the issuance of various types of bonds for general purposes, common
shares, equity and debt investments in private companies, preferred shares, and
syndicated loans.
We have assessed the Partnership for Carbon Accounting Financials (PCAF)
framework and concluded that facilitated emissions are not applicable to Flow
Traders, as the Company operates predominantly in secondary markets and is
not involved in the primary issuance of capital or financial instruments.
Social impact assessment
Based on a review of the reporting framework methodology outlined by the
United Nations Guiding Principles (UNGP) on Business and Human Rights, Flow
Traders has identified potential risks related to social and human rights matters.
This assessment focuses exclusively on our own operations. While Flow Traders
has robust policies and procedures in place to promote ethical conduct and
respect for human rights, human rights-related issues may nevertheless arise.
Most identified risks are considered low, reflecting our strong values and inclusive
workplace culture. However, certain areas, particularly those involving cultural or
individual differences, such as freedom of expression and the right to rest, may
carry a potential medium to high impact if not carefully managed. Flow Traders
intends to implement targeted initiatives, including promoting mental health
awareness and encouraging open and constructive communication, to further
mitigate and manage these risks.
  Other information  |
About sustainability information
FLOW TRADERS | ANNUAL REPORT 2025
159
GHG Protocol emissions category
Calculation method
Estimations, assumptions and data limitations
Reporting scope
Scope 1: Heating (natural gas)
Calculation based on secondary data method, by:
Actual natural gas consumption (in kWh) from
meter reading
Multiplied by the emission factor of natural
gas to CO 2 e
Meter reading data is sourced from energy supplier invoices. As invoicing occurs throughout
the month rather than on the first day of each month, a prorated proxy methodology is
applied to calculate emissions for the reporting period from 1 January 2025 to 31 December
2025. In addition, where invoices were unavailable for two months, emissions have been
estimated on a pro rata basis over 365 days for the year. We use UK Government Department
for Environment, Food and Rural Affairs (DEFRA) conversion factors to convert natural gas
consumption into CO₂e emissions.
Worldwide
Scope 1: Company car
Calculation based on primary data method, by:
Distance driven in KM
Multiplied by average emission factor of
medium-sized petrol car (unknown)
The distance driven is determined using meter reading data obtained from the fleet
manager’s application. As readings are taken intermittently throughout the reporting year,
the most recent available readings, taken in early December 2024 and mid-January 2025, are
used to calculate the total distance driven during the period. The total kilometers driven are
estimated on a pro rata basis over 365 days for the year. We use DEFRA conversion factors to
convert the total KM driven in the car into CO2.
Worldwide
Scope 2: Electricity (location-based)
Calculation based on primary data method, by:
Amsterdam, New York, Singapore, Hong Kong,
London, Cluj, Shanghai office: actual electricity
consumption from meter reading (in kWh) as
provided by the electricity supplier/landlord
on the invoices, multiplied by country-specific
emission factor of the electricity grid
Milan office: estimation based on floor size in
m2 multiplied by average emissions per m2
Meter reading data is sourced from energy supplier invoices. As invoicing occurs throughout
the month rather than on the first day of each month, a prorated proxy methodology is
applied to calculate emissions for the reporting period from 1 January 2025 to 31 December
2025. In addition, due to the absence of invoices for New York (2 months & 15 days), Chicago
(2-3 months), Hong Kong (2 months) and Cluj (1 month), the annual emissions total has been
estimated on a pro rata basis over 365 days for the year. We use UK Government DEFRA
conversion factors to convert natural gas consumption into CO₂e emissions.
Worldwide
Scope 2: Electricity (market-based)
Calculation based on primary data method, by:
Total scope 2 electricity location-based
The total location-based emissions from all
reported offices minus the total location-
based emissions from Amsterdam and
London as the electricity from these two
locations comes from renewable energy
sources
Milan is calculated using average square
meters for each office
For the share of renewable electricity, we rely on renewable energy certificates provided by
our office landlords. As of year end 2025, the electricity consumption for our offices in
Amsterdam and London was sourced from renewable energy. No actual CO 2 data is available
for any office location, as such location-based data is used for the calculation to market
based emissions).
Green certificates for buildings that do not fully cover the reporting period cannot be fully
relied upon for 2025 for audit purposes. As a result of timing differences between the
issuance of the Annual Report and the receipt of updated 2025 green certificates, certain
buildings have been classified as gray rather than green for the reporting period.
For the Milan offices, where actual energy consumption data is not available, we use the
square meter footprint of each office and assume an average kWh consumption per square
meter. This is then converted into CO₂e emissions using UK Government DEFRA conversion
factors.
Worldwide (although
renewable electricity is
used in Amsterdam and
London offices only)
  Other information  |
About sustainability information
FLOW TRADERS | ANNUAL REPORT 2025
160
GHG Protocol emissions category
Calculation method
Estimations, assumptions and data limitations
Reporting scope
Scope 3: Cat. 7 – Employee
commuting
Calculation based on primary data method, by:
Commuting by various modes
CO2 emissions per travel as provided by NS
Business Card railway agent
Our employee commuting emissions are calculated using available activity data for the
Amsterdam office, where commuting by public transport is recorded through the NS
Business Card system. These data represent actual kilometers travelled by employees using
rail and other public transport modes.
Commuting undertaken through other modes—such as car, bicycle, walking, or privately
purchased public transport—is not captured in the Amsterdam dataset and is therefore
excluded. This represents a data limitation that will be addressed in future reporting cycles.
For our APAC and US offices, we conducted an employee commuting survey to collect
information on typical travel distances, modes of transport used (e.g., car, bicycle, walking,
train, metro, bus), and average weekly office attendance. Using this self-reported
information, adjusted for public holidays, we estimate the total annual commuting distance
per employee and allocate emissions by transport mode.
Emission factors for all regions are applied using weighted average values from the UK
Government GHG Conversion Factors for Company Reporting, consistent with GHG Protocol
guidance on using recognized secondary data sources where primary data are unavailable.
Worldwide
Scope 3: Cat. 15 - Investments
Flow Traders has strategic investments that are
not part of the direct emissions (scope 1) but are in
scope for indirect emissions (scope 3). The
investments accounted for under the equity
method, the related organizations, do not form
part of our value chain, either upstream or
downstream. Furthermore, none of the
investments would fall under the definition of
operational  and financial control.
At present, no emissions data is available from the investee companies, and there are no
comparable companies with sufficiently similar business activities for which an average CO₂
footprint could be used to support a reliable estimation of Scope 3 emissions. Flow Traders
intends to engage with relevant investee companies to obtain this information in the future.
Until such data becomes available, we are unable to calculate these emissions.
Worldwide
Scope 3: Cat. 1 – Purchased services
from data center server space
Calculation based on secondary data method, by:
Total server space capacity purchased (from
contract agreement / invoice) in kVa (kilo volt
ampere) (APAC and US)
Server capacity for actual power draw (EMEA
only). Note that one EMEA data center relies
on contracted power usage
Converted kVa to full year kWh
Total server space capacity purchased (from
contract agreement / invoice) in kW (kilo
Watt) full year
The percentage of electricity consumption
from renewable and non-renewable sources
are as provided by the data center supplier
Multiplied by country-specific emission factor
of the electricity grid
We rely on confirmations provided by our data center service providers to determine the
share of renewable electricity consumed. As of year-end 2025, the data center service
providers were unable to provide green energy certificates for the reporting year due to
timing constraints. For reasons of confidentiality, we do not disclose the number or specific
locations of these data centers. Currently, no actual CO₂ emissions data is available from any
data center service provider. Instead, our calculations are based on (i) contracted space and
power capacity, and (ii) actual power draw data obtained for EMEA data centers, which is
captured in our internal reporting dashboard. One data center is not included in this
dashboard, for which contracted power capacity data is used as a proxy. Power usage is
subsequently converted into CO₂e greenhouse gas emissions using emissions factors
provided by Carbon Footprint Ltd.
Worldwide
  Other information  |
About sustainability information
FLOW TRADERS | ANNUAL REPORT 2025
161
GHG Protocol emissions category
Calculation method
Estimations, assumptions and data limitations
Reporting scope
Scope 3: Cat. 1 – Purchased goods
from hardware
Calculation based on primary data method, by:
Spend-based method for scope 3 calculation
Total hardware-related spend includes servers,
storage hardware, networking peripherals,
switches, laptops, screens, data
communication, computers, racks and other
hardware
Multiplied by supply chain industry (NAICS)-
specific emission factors
Since we use a spend-based calculation, local pricing differences may lead to variations in
the emissions calculated for the same product. Additionally, we rely on industry-specific
emissions factors for the supply chain, which are sourced from public data and based on
historical figures from previous years. There is data limitations at regional offices for all scope
3 categories. We use NAICS conversion factors to convert spend amounts into CO₂.
EMEA excluding London
and Cluj, APAC and U.S.
Scope 3: Cat. 5 - Waste generated in
operations
Calculation based on primary data method, by:
Waste volumes (in kilograms) and the
corresponding waste treatment methods
(recycling, anaerobic digestion, landfill) as
provided by the waste treatment handler
Total volumes of organic waste, general waste,
plastics, drinks packaging and light metals
(PDM), and paper and cardboard
Application of average emissions factors per
disposal method
We rely on average emissions factors per disposal method, which are sourced from public
data and based on historical figures from previous years. We use the UK Government DEFRA
conversion factors to convert waste into CO2.
Amsterdam
Scope 3: Cat. 6 – Business travel
Calculation based on primary data method, by:
Itinerary of travel by air or railway
CO2 emissions per travel as provided by the
travel service agency
Our data calculation includes all business travel booked through our designated travel
agents in EMEA, APAC, and the Americas. However, business travel arranged outside these
channels, such as trips booked individually by employees and reimbursed through expenses,
is not included in the calculations.
Worldwide
Other
Calculation method
Estimations, assumptions and data limitations
Reporting scope
Full-time equivalents (FTEs)
For the calculation of  the total number of FTEs,
Flow traders applies a service obligation model.
Employees that are on garden leave, unpaid leave, or paid leave are not included within the
total reported number of FTEs.
Worldwide
FLOW TRADERS | ANNUAL REPORT 2025
162
Independent auditor’s report
To: the shareholders and the board of Flow Traders Ltd.
Report on the audit of the financial statements 2025 included
in the annual report
Our opinion
We have audited the accompanying financial statements 2025 of Flow Traders
Ltd., registered in Bermuda. The financial statements comprise the consolidated
and the parent company financial statements.
In our opinion:
The consolidated financial statements give a true and fair view of the financial
position of Flow Traders Ltd. as at 31 December 2025 and of its result and its
cash flows for 2025 in accordance with IFRS Accounting Standards as adopted
in the European Union (IFRS Accounting Standards) and with Part 9 of Book 2
of the Dutch Civil Code
The parent company financial statements give a true and fair view of the
financial position of Flow Traders Ltd. as at 31 December 2025 and of its result
for 2025 in accordance with Part 9 of Book 2 of the Dutch Civil Code
The consolidated financial statements comprise:
The consolidated statement of financial position as at 31 December 2025
The following statements for the year ended 31 December 2025: the
consolidated statements of profit or loss and other comprehensive income,
changes in equity and cash flows
The notes comprising material accounting policy information and other
explanatory information
The parent company financial statements comprise:
The parent company balance sheet as at 31 December 2025
The parent company income statement for the year ended 31 December 2025
The notes comprising a summary of the accounting policies and other
explanatory information
Basis for our opinion
We conducted our audit in accordance with Dutch law, including the Dutch
Standards on Auditing and in accordance with the International Standards on
Auditing (ISAs). Our responsibilities under those standards are further described
in the Our responsibilities for the audit of the financial statements section of our
report.
We are independent of Flow Traders Ltd. in accordance with the Wet toezicht
accountantsorganisaties (Wta, Audit firms supervision act), the Verordening
inzake de onafhankelijkheid van accountants bij assurance-opdrachten (ViO,
Code of Ethics for Professional Accountants, a regulation with respect to
independence) and other relevant independence regulations in the Netherlands,
as applicable to audits of financial statements of publicly traded entities.
Furthermore, we have complied with the Verordening gedrags- en beroepsregels
accountants (VGBA, Dutch Code of Ethics for Professional Accountants).
The ViO and VGBA are at least as demanding as the International code of ethics
for professional accountants (including International independence standards) of
the International Ethics Standards Board for Accountants (the IESBA Code)
related to audits of public interest entities.
We believe the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion.
Information in support of our opinion
We designed our audit procedures in the context of our audit of the financial
statements as a whole and in forming our opinion thereon. The following
information in support of our opinion and any findings were addressed in this
context, and we do not provide a separate opinion or conclusion on these
matters.
Our understanding of the business
Flow Traders Ltd. (hereinafter also referred to as: the company or Flow Traders,
and, together with its consolidated subsidiaries: the group) is a global financial
technology-enabled multi-asset class liquidity provider and market maker, with
its core business in Exchange Traded Products, which includes fixed income,
equities, currencies, digital assets and commodities. In our audit, we paid specific
  Other information  |
Independent auditor’s report
FLOW TRADERS | ANNUAL REPORT 2025
163
attention to a number of areas driven by the nature of the group and our risk
assessment.
We determined materiality and identified and assessed the risks of material
misstatement of the financial statements, whether due to fraud or error in order
to design audit procedures responsive to those risks and to obtain audit evidence
that is sufficient and appropriate to provide a basis for our opinion.
Materiality
Materiality
€8.2 million (2024: €9.8 million)
Benchmark applied
5% of profit before tax for the year ended 31
December 2025 (rounded)
Explanation
Based on our professional judgment and our
perception of the financial information needs of the
users of the financial statements, a benchmark of
5% of profit before tax is an appropriate quantitative
indicator of materiality as profit before tax best
reflects the financial performance of Flow Traders.
We determined materiality consistently with the
previous financial year. Our materiality reflects the
decrease in profit before tax as compared to
previous financial year.
We have also taken into account misstatements and/or possible misstatements
that in our opinion are material for the users of the financial statements for
qualitative reasons.
We agreed with the audit committee of the board (hereinafter: the audit
committee) that misstatements in excess of €0.4 million, which are identified
during the audit, would be reported to them, as well as smaller misstatements
that in our view must be reported on qualitative grounds.
Scope of the group audit
Flow Traders is at the head of a group of entities. The financial information of this
group is included  in the financial statements.
We are responsible for planning and performing the group audit to obtain
sufficient appropriate audit evidence regarding the financial information of the
entities or business units within the group as a basis for forming an opinion on
the financial statements. We are also responsible for the direction, supervision,
review and evaluation of the audit work performed for purposes of the group
audit. We bear the full responsibility for the auditor’s report.
Based on our understanding of the group and its environment, the applicable
financial framework and the group’s system of internal control, we identified and
assessed risks of material misstatement of the financial statements and the
significant accounts and disclosures. Based on this risk assessment, we
determined the nature, timing and extent of audit work performed, including the
entities or business units within the group (components) at which to perform
audit work. For this determination we considered the nature of the relevant
events and conditions underlying the identified risks of material misstatements
for the financial statements, the association of these risks to components and the
materiality or financial size of the components relative to the group. We
communicated the audit work to be performed and identified risks through
instructions for component auditors as well as requesting component auditors to
communicate matters related to the financial information of the component that
is relevant to identifying and assessing risks.
We have:
Performed audit work ourselves at group entities (components): Flow Traders
Ltd., Flow Traders B.V., INIT Capital B.V., Flow Traders Holding LLC, Flow
Traders US Holding LLC, Flow Traders Investments Limited, Flow Traders
Technologies SRL, Flow Traders Investments B.V., RETI Technologies B.V., RETI
Technologies UK Limited, INIT Capital NY Branch, and Flow Traders UK
Services.
Performed audit procedures ourselves in respect of areas such as investments,
fair value adjustments of trading positions, digital assets, variable personnel
expenses, impairment of equity-accounted investees, taxes and transfer
pricing and net trading positions.
Used the work of another (non-EY) auditor working under our supervision for
auditing the group entities: Flow Traders U.S. LLC and Flow Traders
Institutional Trading LLC (the Flow Traders US operating entities). Moreover,
we are also directly involved in parts of the audit work by auditing certain
accounts centrally for Flow Trader U.S. LLC and communicating periodically
with local management.
  Other information  |
Independent auditor’s report
FLOW TRADERS | ANNUAL REPORT 2025
164
Used the audit work of component auditors from EY Global member firms
working under our supervision for the following entities: Flow Traders Asia Pte.
Ltd., Flow Traders Hong Kong Services Limited, and Flow Traders Hong Kong
Limited (the Flow Traders Singapore and Hong Kong entities).
This resulted in a coverage of 85% of the profit before tax, 99% of total income and
99% of total assets. For other components, we performed analytical procedures to
corroborate that our risk assessment and scoping remained appropriate
throughout the audit.
On a regular basis, we held meetings with local management and component
teams. We discussed the group risk assessment and the risks of material
misstatements with component teams. Based on our risk assessment, we visited
the component team for the Flow Traders US operating entities and reviewed the
local working papers and conclusions. For the EY Global member firms, we
conducted our meetings and reviews remotely. We reviewed and evaluated the
adequacy of the deliverables from component auditors and reviewed key
working papers for these components to address the risks of material
misstatement. We held planning meetings, key update meetings required based
on circumstances and we attended closing meetings with component teams for
the above-mentioned components. During these meetings and calls, amongst
others, the planning, procedures performed based on risk assessments, findings
and observations were discussed and any further work deemed necessary by the
primary or component team was then performed.
By performing the audit work mentioned above at the entities or business units
within the group, together with additional work at group level, we have been able
to obtain sufficient and appropriate audit evidence about the group’s financial
information to provide an opinion on the financial statements.
Teaming and use of specialists
We ensured that the audit teams both at group and at component levels
included the appropriate skills and competences which are needed for the audit
of a listed client in the financial services industry, including global liquidity
providers and market makers. We included specialists and experts in the areas of
IT audit, forensics, derivatives and investments valuation, tax and transfer pricing,
certain disclosures that include capital requirements and in the area of auditing
digital assets.
Our focus on climate-related risks
Climate change and the energy transition are high on the public agenda and
lead to significant change for many businesses and society.
The board summarized Flow Traders’ ESG (environmental, social and governance)
focus areas and reported in the section Sustainability information of the annual
report how the company is addressing climate-related and environmental risks
also taking into account related regulatory and supervisory guidance and
recommendations.
As part of our audit of the financial statements, we evaluated the extent to which
climate-related risks and Flow Traders’ commitments and (constructive)
obligations, are taken into account in estimates and significant assumptions as
well as in the design of relevant internal control measures. Furthermore, we read
the annual report and considered whether there is any material inconsistency
between the non-financial information and the financial statements.
Based on the audit procedures performed, we do not deem climate-related risks
to have a material impact on the financial reporting judgments, estimates or
significant assumptions as at 31 December 2025.
Our focus on fraud and non-compliance with laws and regulations
Our responsibility
Although we are not responsible for preventing fraud or non-compliance and we
cannot be expected to detect non-compliance with all laws and regulations, it is
our responsibility to obtain reasonable assurance that the financial statements,
taken as a whole, are free from material misstatement, whether caused by fraud
or error. The risk of not detecting a material misstatement resulting from fraud is
higher than for one resulting from error, as fraud may involve collusion, forgery,
intentional omissions, misrepresentations, or the override of internal control.
Our audit response related to fraud risks
We identified and assessed the risks of material misstatements of the financial
statements due to fraud. During our audit we obtained an understanding of the
company and its environment and the components of the system of internal
control, including the risk assessment process and the board’s process for
responding to the risks of fraud and monitoring the system of internal control
and how the Risk & Sustainability Committee exercises oversight, as well as the
  Other information  |
Independent auditor’s report
FLOW TRADERS | ANNUAL REPORT 2025
165
outcomes. We refer to Section “Our risk management” of the board report for the
board’s (fraud) risk assessment.
We evaluated the design and relevant aspects of the system of internal control
and in particular the fraud risk assessment, as well as the code of conduct, the
global whistleblower policy and incident registration. We evaluated the design
and the implementation of internal controls designed to mitigate fraud risks. As
part of our process of identifying fraud risks, we evaluated fraud risk factors with
respect to financial reporting fraud, misappropriation of assets and bribery and
corruption in close co-operation with our forensic specialists. We evaluated
whether these factors indicate that a risk of material misstatement due to fraud is
present.
We incorporated elements of unpredictability in our audit. We also considered
the outcome of our other audit procedures and evaluated whether any findings
were indicative of fraud or non-compliance.
We addressed the risks related to management override of controls, as this risk is
present in all organizations. For these risks we have, among other things,
performed procedures to evaluate whether the selection and application of
accounting policies by the company, particularly those relating to subjective
measurements and complex transactions, as disclosed in Note 2 (d) ‘Use of
estimates and judgments’ to the consolidated financial statements, may be
indicative to fraudulent financial reporting. We have also used data analytics to
identify and address high-risk journal entries and other adjustments made in the
financial reporting process. We evaluated the business rationale (or the lack
thereof) of significant extraordinary transactions, including those with related
parties. We evaluated that there are risks of fraud in the gross trading income
recognized on financial assets and liabilities held for trading, as management
may override controls around fair value measurement, directly impacting the
gross trading income. We describe the audit procedures responsive to this risk in
our key audit matter “Fair value measurement of financial assets and liabilities
held for trading”.
Furthermore, we identified a risk related to the private keys of digital asset wallets
being misappropriated or compromised. We describe the audit procedures
responsive to this risk in our key audit matter “Existence, rights and obligations
and valuation of digital assets”.
We considered available information and made enquiries of relevant executives,
directors, internal audit, legal, compliance, human resources, risk management
and the audit committee.
The fraud risks we identified, enquiries and other available information did not
lead to specific indications for fraud or suspected fraud potentially materially
impacting the view of the financial statements.
Our audit response related to risks of non-compliance with laws and
regulations
Flow Traders is subject to many laws and regulations from market regulators and
for its trading activities on exchanges worldwide where the consequences of non-
compliance could have a material effect on amounts or disclosures in the
financial statements, for instance through the imposition of fines or instructions.
We refer to section “Our risk management” of the annual report for  the
compliance and ethical risks identified by the board and Note 31 “Provisions and
contingencies” to the consolidated financial statements.
We performed appropriate audit procedures regarding compliance with the
provisions of those laws and regulations that have a direct effect on the
determination of material amounts and disclosures in the financial statements.
Furthermore, we assessed factors related to the risks of non-compliance with
laws and regulations that could reasonably be expected to have a material effect
on the financial statements from our general industry experience, through
discussions with the board and the audit committee, reading minutes, inspection
of internal audit reports and compliance reports and performing substantive
tests of details of classes of transactions, account balances or disclosures.
We inspected lawyers’ letters and correspondence with regulatory authorities
and remained alert to any indication of (suspected) non-compliance throughout
the audit. Finally, we obtained written representations that all known instances of
non-compliance with applicable laws and regulations have been disclosed to us.
Our audit response related to going concern
As disclosed in Note 2 (b) “Going concern basis of accounting” to the consolidated
financial statements, the financial statements have been prepared on a going
concern basis. When preparing the financial statements, the board made a
specific assessment of the company’s ability to continue as a going concern and
to continue its operations for the foreseeable future.
  Other information  |
Independent auditor’s report
FLOW TRADERS | ANNUAL REPORT 2025
166
We discussed and evaluated the specific assessment with the board exercising
professional judgment and maintaining professional skepticism. We considered
whether the board’s going concern assessment, based on our knowledge and
understanding obtained through our audit of the financial statements or
otherwise, contains all relevant events or conditions that may cast significant
doubt on the company’s ability to continue as a going concern. If we conclude
that a material uncertainty exists, we are required to draw attention in our
auditor’s report to the related disclosures in the financial statements or, if such
disclosures are inadequate, to modify our opinion.
Based on our procedures performed, we did not identify material uncertainties
about going concern  or the board’s use of the going concern basis of accounting.
Our conclusions are based on the audit evidence obtained up to the date of our
auditor’s report. However, future events or conditions may cause a company to
cease to continue as a going concern.
Our key audit matters
Key audit matters are those matters that, in our professional judgment, were of
most significance in our audit of the financial statements. We have
communicated the key audit matters to the audit committee. The key audit
matters are not a comprehensive reflection of all matters discussed.
In comparison with previous year, the nature of our key audit matters did not
change.
Fair value measurement of financial assets and liabilities held for trading
Risk
At 31 December 2025 the financial assets held for trading
(long positions in equity-trading, debt securities-trading and
mark to market derivatives assets) amounted to €7.1 billion
(2024: €6.1 billion) and the financial liabilities held for trading
(short positions in equity securities-trading, debt securities-
trading and mark to market derivatives liabilities) amounted
to €5.2 billion (2024: €4.3 billion), as disclosed in Note 15 and
Note 24 to the consolidated financial statements,
respectively. Flow Traders’ fair value measurement of
financial assets and liabilities held for trading is based on
internally determined theoretical prices as disclosed in Note
6 to the consolidated financial statements. These prices can
differ from closing prices at various stock exchanges or
prices from clearers. Such differences may arise due to
market illiquidity, variety in opening hours of the stock
exchanges and the prices used for identical or similar
positions.
The determination of these fair values require judgment
which represents a risk of inappropriate valuation directly
impacting the gross trading income. Therefore, we
considered the valuation of financial assets and liabilities
held for trading a key audit matter.
Our audit
approach
Our audit procedures included, amongst others, assessing
the appropriateness of Flow Traders’ accounting policies
related to valuation of financial assets and liabilities in
accordance with IFRS 9 “Financial Instruments” and IFRS 13
“Fair Value Measurement”.
We also obtained an understanding of the valuation process,
including management’s verification controls, and we
evaluated the design and implementation of internal
controls relevant to fair value measurement.
  Other information  |
Independent auditor’s report
FLOW TRADERS | ANNUAL REPORT 2025
167
Our audit
approach
In addition, we performed the following procedures:
Risk-based sample testing on the valuation of individual
positions by comparing the internally determined
theoretical prices with market prices from independent
sources
Independently confirming year-end positions with third
parties (clearers, banks, exchanges) to verify the positions
in financial assets/liability held for trading as at 31
December 2025
Subsequent cash receipt testing in January 2026 for
transactions recorded directly after 31 December 2025 to
assess the valuation of financial assets and liabilities held
for trading
Cut-off procedures to ensure that transactions were
recorded in the appropriate reporting period
Furthermore, we evaluated that the presentation and
disclosure in the financial statements comply with IFRS 7
“Financial Instruments: Disclosure” and IFRS 13 “Fair Value
Measurement” on disclosure requirements for financial
assets and liabilities held for trading, including the fair value
hierarchy.
Key
observations
Based on our procedures performed, we consider the fair
value of the financial assets and liabilities held for trading to
be reasonable as at 31 December 2025.
Existence, rights and obligations and valuation of digital assets
Risk
At 31 December 2025, the other assets held for trading
including digital assets traded on centralized and
decentralized exchanges amounted to €343.2 million (2024:
€625.0 million) as disclosed in Note 17 to the consolidated
financial statements.
Digital assets can be exchanged directly between parties
through decentralized networks that record transactions
and positions on a publicly observable blockchain. These are
digital assets held in private wallets, each safeguarded by a
private key. As possession of the private key provides access
to the digital assets, effective safeguarding of these keys is
critical. Consequently, there is a risk of loss arising from
stolen, lost or compromised private keys or misappropriation
of the digital assets.
In contrast, digital assets held on centralized exchanges and
related positions are not observable on the blockchain, as
such exchanges hold digital assets in commingled wallets.
Ownership is established based on legal terms rather than
on-chain evidence. The exchanges are unregulated and due
to the lack of transparency of transactions and positions
there is an increased risk to existence and rights and
obligations indicated positions. The fair value measurement
of digital assets prices is based on the market data from the
various exchanges, where prices may vary per exchange.
Reference is made to the information on digital assets in
Note 6 and Note 34 to the consolidated financial statements.
Due to the risks associated with digital assets held in both
private wallets and in commingled wallets, as well as
judgment involved in determining prices and further
verifying the quantity of digital assets owned by Flow
Traders, we considered existence, rights and obligations and
valuation of digital assets a key audit matter.
  Other information  |
Independent auditor’s report
FLOW TRADERS | ANNUAL REPORT 2025
168
Our audit
approach
Our audit procedures included, amongst others, assessing
the appropriateness of Flow Traders’ accounting policies
related to the classification and measurement of the digital
assets under IFRS Accounting Standards, including IAS 2
“Inventories” and IFRS 13 “Fair value Measurement” and
current market practice.
We evaluated the design and implementation of controls
related to digital assets, including risk assessment checks
performed by the Risk and Operations and the Compliance
departments in onboarding exchanges as well as trading in
certain digital assets, involving our own experts in the area of
auditing digital assets.We also evaluated the design and
implementation of the daily trades reconciliation controls
and procedures for deposits and withdrawals with
cryptocurrency exchanges. In addition, we evaluated the
design and implementation of controls around the
safeguarding of the private keys.
For digital assets in private wallets, we tested Flow Traders’
reconciliation of digital asset ending balances recorded in its
books to the underlying blockchain and investigated any
unusual and other reconciling items as at 31 December 2025.
We further verified that Flow Traders had access to its
wallets, and therefore control over the related digital assets,
both before and after the reporting date. For digital assets
held on centralized exchanges, we observed the positions
held with the majority of the exchanges at year-end to verify
the existence and rights and obligation of the reported
digital asset balances.
We evaluated the valuation methodology applied by
management and consistency of its application. In addition,
we tested the valuation of individual positions by comparing
the internally determined prices to independent sources as
at 31 December 2025.
Key
observations
Based on the procedures performed, we did not identify any
material audit findings in relation to the rights and
obligations, existence and valuation of digital assets as at 31
December 2025.
Valuation of (long-term) investments accounted for at fair value
Risk
Long-term investments include investments measured at
fair value through other comprehensive Income and through
profit or loss. Flow Traders invests in private companies
across all geographies, with an emphasis on three key
themes: platform, data, and connectivity. These investments
consist primarily of equity stakes in companies of which
most are in the start-up and scale-up phase.
At 31 December 2025, the investments measured at fair value
through Other Comprehensive Income and Profit or Loss
totaled to €37.8 million (2024: €57.8 million), as disclosed in
Note 19 and Note 20 to the consolidated financial
statements, respectively. As described in Note 6 to the
consolidated financial statements, management estimates
the fair value of (long-term) investments measured at fair
value, by applying reference to their quoted closing bid price
at the reporting date or, if unquoted, determined using a
valuation technique using market observable and
unobservable inputs and assumptions.
Determining the fair value of investments using
unobservable inputs and assumptions is a complex process
and requires judgment from management as these
investments exhibit higher estimation uncertainty, including
performance adjustments and discounts for liquidity. Due to
the matters described, we considered the valuation of (long-
term) investments accounted for at fair value a key audit
matter.
Our audit
approach
With involvement of our valuation specialists, we obtained
an understanding and evaluated the design and
implementation of controls over the estimation of the
valuation of the (long-term) investments and the
appropriateness of the valuation methodologies applied,
including the review of Flow Traders policies in line with the
International Private Equity and Venture Capital (IPEV)
Valuation Guidelines and IFRS 13 “Fair Value Measurement”.
  Other information  |
Independent auditor’s report
FLOW TRADERS | ANNUAL REPORT 2025
169
Our audit
approach
We evaluated the reasonableness of the key inputs used in
the valuation models and assumptions made by
management as part of their valuation process, by
performing validation procedures using external data where
relevant and underlying source documentation. For a
sample of investment valuations, we obtained the valuation
models and compared objective inputs used in the models
to agreements or underlying source documents as provided
by the company. In addition, we tested the mathematical
accuracy of the valuation models. We also evaluated
subsequent events and transactions and considered
whether these provided corroborative or contradictory
evidence in relation to the fair value estimates as at year-end.
Finally, we evaluated the completeness and accuracy of the
disclosures related to the fair value measurement of these
investments in conformity with IFRS Accounting Standards.
Key
observations
Based on our procedures performed we consider the
valuation of (long-term) investments accounted for at fair
value as at 31 December 2025 to be reasonable.
Reliability and continuity of the IT environment
Risk
Flow Traders’ activities, including its financial reporting
process, are highly dependent on the reliability and
continuity of the IT environment. Flow Traders operates
within a complex IT landscape, including IT services
outsourced to service organizations and continuous IT
environment improvements and implementations. Effective
general IT controls over change management, logical access,
IT operations and infrastructure are fundamental to ensuring
the reliability and continuity of the IT environment, as well as
the operating effectiveness of the automated business
controls.
Moreover, Flow Traders as an internationally operating
group, is inherently exposed to higher risks of cybersecurity
attacks. We refer to the risk category “Technology risk” as
discussed in the “Our risk management” section of the
annual report.
In our audit of the financial statements, we identified the risk
that the general IT control measures may not always operate
as intended. Given the significant reliance on the IT
environment, deficiencies in general IT controls could result
in material misstatements in financial reporting. Therefore,
we considered the reliability and continuity of the IT
environment a key audit matter.
Our audit
approach
With the support of IT audit professionals, who are an
integral part of the audit team, we assessed the reliability
and continuity of the IT environment and evaluated the
design and existence of general IT controls for the
applications relevant to the trading process in the context of
our audit of the financial statements. Our audit was not
designed to express an opinion on the continuity and
reliability of Flow Traders’ automated data processing (or
parts thereof).
  Other information  |
Independent auditor’s report
FLOW TRADERS | ANNUAL REPORT 2025
170
Our audit
approach
As part of our audit of the financial statements, we assessed
the impact of changes to the IT environment during the year
for the IT applications in scope of the audit of the financial
statements. Furthermore, we performed the following
procedures:
Evaluating the design of the IT general control processes
and testing the operating effectiveness of IT general
controls for the main IT processes being logical access
management and change management. This was done
for the IT applications in scope of our financial statements
audit as well as for the relevant underlying operating
system including database management and tooling
supporting access management and change
management IT processes.
Designing and executing IT substantive procedures when
IT general controls were lacking or not operating
effectively
Reviewing relevant third-party assurance reports of
service providers on the design and the operating
effectiveness of controls when one or more of the main IT
processes have been outsourced
Testing application controls within the trading process
and interfaces relevant to this process
Our audit was not aimed at making a statement about the
cybersecurity procedures, controls and reporting of Flow
Traders. However, we did obtain an understanding of the
cybersecurity procedures, controls and reporting as
performed by Flow Traders.
Key
observations
Based on our IT general controls testing procedures and IT
substantive procedures performed, we have obtained
sufficient assurance about the reliability and continuity of
the IT environment relevant in the context of our financial
statements audit.
FLOW TRADERS | ANNUAL REPORT 2025
171
Report on other
information included
in the Annual Report
The annual report contains other information in addition to the financial
statements and our auditor’s report thereon.
Based on the following procedures performed, we conclude that the other
information:
Is consistent with the financial statements and does not contain material
misstatements
Contains the information as required by Part 9 of Book 2 of the Dutch Civil
Code for the management report (excluding a sustainability statement) and
the other information as required by Part 9 of Book 2 of the Dutch Civil Code
We have read the other information. Based on our knowledge and
understanding obtained through our audit of the financial statements or
otherwise, we have considered whether the other information contains material
misstatements. By performing these procedures, we comply with the
requirements of Part 9 of Book 2 of the Dutch Civil Code, the Dutch Standard
720 and ISA 720. The scope of the procedures performed is substantially less
than the scope of those performed in our audit of the financial statements.
The board is responsible for the preparation of the other information, including
the management report in accordance with Part 9 of Book 2 of the Dutch Civil
Code and other information required by Part 9 of Book 2 of the Dutch Civil Code.
Description of responsibilities regarding the financial
statements
Responsibilities of the board and the audit committee for the
financial statements
The board is responsible for the preparation and fair presentation of the financial
statements in accordance with IFRS Accounting Standards and Part 9 of Book 2
of the Dutch Civil Code. Furthermore, the board is responsible for such internal
control as the board determines is necessary to enable the preparation of the
financial statements that are free from material misstatement, whether due to
fraud or error.
As part of the preparation of the financial statements, the board is responsible
for assessing the company’s ability to continue as a going concern. Based on the
financial reporting framework mentioned, the board should prepare the
financial statements using the going concern basis of accounting unless the
board either intends to liquidate the company or to cease operations, or has no
realistic alternative but to do so. The board should disclose events and
circumstances that may cast significant doubt on the company’s ability to
continue as a going concern in the financial statements.
Working within the board, the audit committee is charged in particular with the
supervision with respect to the provision of financial information by the
company.
Our responsibilities for the audit of the financial statements
Our objective is to plan and perform the audit engagement in a manner that
allows us to obtain sufficient and appropriate audit evidence for our opinion.
Our audit has been performed with a high, but not absolute, level of assurance,
which means we may not detect all material misstatements, whether due to
fraud or error during our audit.
Misstatements can arise from fraud or error and are considered material if,
individually or in the aggregate, they could reasonably be expected to influence
the economic decisions of users taken on the basis of these financial statements.
The materiality affects the nature, timing and extent of our audit procedures and
the evaluation of the effect of identified misstatements on our opinion.
We have exercised professional judgment and have maintained professional
skepticism throughout the audit, in accordance with Dutch and International
Standards on Auditing, ethical requirements and independence requirements.
The information in support of our opinion section above includes an informative
summary of our responsibilities and the work performed as the basis for our
opinion.
  Other information  |
Report on other information included in the annual
FLOW TRADERS | ANNUAL REPORT 2025
172
Our audit further included among others:
Performing audit procedures responsive to the risks identified, and obtaining
audit evidence that is sufficient and appropriate to provide a basis for our
opinion
Obtaining an understanding of internal control relevant to the audit in order
to design audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the
company’s internal control
Evaluating the appropriateness of accounting policies used and the
reasonableness of accounting estimates and related disclosures made by the
board
Evaluating the overall presentation, structure and content of the financial
statements, including the disclosures
Evaluating whether the financial statements represent the underlying
transactions and events in a manner that achieves fair presentation
Communication
We communicate with the audit committee regarding, among other matters,
the planned scope and timing of the audit and significant audit findings,
including any significant findings in internal control that we identify during our
audit.
We provide the audit committee with a statement that we have complied with
relevant ethical requirements regarding independence, and to communicate
with them all relationships and other matters that may reasonably be thought to
bear on our independence, and where applicable, related safeguards.
From the matters communicated with the audit committee, we determine the
key audit matters: those matters that were of most significance in the audit of
the financial statements. We describe these matters in our auditor’s report
unless law or regulation precludes public disclosure about the matter or when,
in extremely rare circumstances, not communicating the matter is in the public
interest.
Report on other legal and
regulatory requirements and
ESEF
Engagement
We were engaged by the supervisory board as auditor of Flow Traders N.V., as
predecessor of Flow Traders Ltd., on 19 May 2016, as of the audit for the year 2016
and have operated as statutory auditor ever since that date.
European Single Electronic Reporting Format (ESEF)
Flow Traders Ltd. has prepared the annual report in ESEF. The requirements for
this are set out in the Delegated Regulation (EU) 2019/815 with regard to
regulatory technical standards on the specification of a single electronic
reporting format (hereinafter: the RTS on ESEF).
In our opinion the annual report prepared in the XHTML format, including the
(partially) marked-up consolidated financial statements as included in the
reporting package by the company, complies in all material respects with the
RTS on ESEF.
The board is responsible for preparing the annual report, including the financial
statements, in accordance with the RTS on ESEF, whereby the board combines
the various components into a single reporting package.
Our responsibility is to obtain reasonable assurance for our opinion whether the
annual report in this reporting package complies with the RTS on ESEF.
We performed our examination in accordance with Dutch law, including Dutch
Standard 3950N, ”Assurance-opdrachten inzake het voldoen aan de criteria voor
het opstellen van een digitaal verantwoordingsdocument” (assurance
  Other information  |
Report on other information included in the annual
FLOW TRADERS | ANNUAL REPORT 2025
173
engagements relating to compliance with criteria for digital reporting). Our
examination included amongst others:
Obtaining an understanding of the company’s financial reporting process,
including the preparation of the reporting package
Identifying and assessing the risks that the annual report does not comply in
all material respects with the RTS on ESEF and designing and performing
further assurance procedures responsive to those risks to provide a basis for
our opinion, including:
Obtaining the reporting package and performing validations to determine
whether the reporting package containing the Inline XBRL instance
document and the XBRL extension taxonomy files, has been prepared in
accordance with the technical specifications as included in the RTS on ESEF
Examining the information related to the consolidated financial statements
in the reporting package to determine whether all required mark-ups have
been applied and whether these are in accordance with the RTS on ESEF.
Amsterdam, 12 March 2026
EY Accountants B.V.
Signed by A. Snaak
FLOW TRADERS | ANNUAL REPORT 2025
174
Provisions in the
Bye-Laws governing the
appropriation of profit
The provisions in the Bye-Laws governing the appropriation of profit read as follows:
Dividends and other payments
1. Dividends and Distributions. Subject to these Bye-Laws, the Board may from
time to time declare dividends or distributions out of contributed surplus to
be paid to the Shareholders according to their rights and interests, including
such interim dividends as appear to the Board to be justified by the position of
the Company. The Board, in its discretion, may determine that any dividend
shall be paid in cash or shall be satisfied, subject to Bye -Laws 5.2, 35.1 and 35.2,
in paying up in full shares in the Company to be issued to the Shareholders
credited as fully paid or partly paid or partly in one way and partly the other.
The Board may also pay any fixed cash dividend which is payable on any
shares of the Company half yearly or on such other dates, whenever the
position of the Company, in the opinion of the Board, justifies such payment.
In making any determination regarding the declaration of a dividend or
distribution out of contributed surplus, the Board must, in addition to any
other obligations or duties under the Companies Acts or these Bye-Laws,
consider the Stakeholder Interests.
2. Implementation. Except insofar as the rights attaching to, or the terms of issue
of, any share otherwise provide: (a) all dividends or distributions out of
contributed surplus may be declared and paid according to the amounts paid
up on the shares in respect of which the dividend or distribution is paid, and
an amount paid up on a share in advance of calls may be treated for the
purpose of this Bye-Law as paid-up on the share; (b) dividends or distributions
out of contributed surplus may be apportioned and paid pro rata according to
the amounts paid-up on the shares during any portion or portions of the
period in respect of which the dividend or distribution is paid.
3. Deductions. The Board may deduct from any dividend, distribution or other
monies payable to a Shareholder by the Company on or in respect of any
shares all sums of money (if any) presently payable by him to the Company on
account of calls or otherwise in respect of shares of the Company.
4. No Interest. No dividend, distribution or other monies payable by the
Company on or in respect of any share shall bear interest against the
Company.
5. Method of Payment. (a) Subject to Bye-Law 33.5(b), any dividend, distribution
or interest, or part thereof payable in cash, or any other sum payable in cash to
the holder of shares may be paid by cheque or warrant sent through the post
or by courier addressed to the holder at their address in the Register or, in the
case of joint holders, addressed to the holder whose name stands first in the
Register in respect of the shares at their registered address as appearing in
the Register or addressed to such person at such address as the holder or joint
holders may in writing direct. Every such cheque or warrant shall, unless the
holder or joint holders otherwise direct, be made payable to the order of the
holder or, in the case of joint holders, to the order of the holder whose name
stands first in the Register in respect of such shares, and shall be sent at their
or their risk and payment of the cheque or warrant by the bank on which it is
drawn shall constitute a good discharge to the Company. Any one of two (2) or
more joint holders may give effectual receipts for any dividends, distributions
or other monies payable or property distributable in respect of the shares held
by such joint holders. (b) All dividends, distributions or interests in respect of
shares held by a securities depository, including Euroclear Nederland, shall be
paid by placing those dividends, distributions or interest at the disposal of
such securities depository, subject to and in compliance with the regulations
of such securities depository.
  Other information  |
Provisions in the Bye-Laws governing the appropriation of profit
FLOW TRADERS | ANNUAL REPORT 2025
175
6. Unclaimed Amounts. Any dividend or distribution out of contributed surplus
unclaimed for a period of five (5) years from the date of declaration of such
dividend or distribution shall be forfeited and shall revert to the Company and
the payment by the Board of any unclaimed dividend, distribution, interest or
other sum payable on or in respect of the share into a separate account shall
not constitute the Company a trustee in respect thereof.
7. In-Kind Satisfaction. The Board may also, in addition to its other powers, direct
payment or satisfaction of any dividend or distribution out of contributed
surplus wholly or in part by the distribution of specific assets, and in particular
of paid-up shares or debentures of any other company, and where any
difficulty arises in regard to such distribution or dividend, the Board may settle
it as it thinks expedient, and in particular, may authorize any person to sell and
transfer any fractions or may ignore fractions altogether, and may fix the value
for distribution or dividend purposes of any such specific assets and may
determine that cash payments shall be made to any Shareholders upon the
footing of the values so fixed in order to secure equality of distribution and
may vest any such specific assets in trustees as may seem expedient to the
Board, provided that such dividend or distribution may not be satisfied by the
distribution of any partly paid shares or debentures of any company without
the sanction of a Resolution.
Reserves
8. Reserves. The Board may before declaring any dividend or distribution out of
contributed surplus, set aside such sums as it thinks proper as reserves which
shall, at the discretion of the Board, be applicable for any purpose of the
Company and pending such application may, also at such discretion, either be
employed in the business of the Company or be invested in such investments
as the Board may from time to time think fit. The Board may also without
placing the same to reserve carry forward any sums which it may think it
prudent not to distribute.
Capitalization of profits
9. Capitalization. The Board may from time to time resolve to capitalize all or any
part of any amount for the time being standing to the credit of any reserve or
fund which is available for distribution or to the credit of any share premium
account and accordingly that such amount be set free for distribution
amongst the shareholders or any class of shareholders who would be entitled
thereto if distributed by way of dividend and in the same proportions, on the
footing that the same be not paid in cash but be applied either in or towards
paying up amounts for the time being unpaid on any shares in the Company
held by such Shareholders respectively or in payment up in full of unissued
shares, debentures or other obligations of the Company, to be allotted and
distributed credited as fully paid amongst such Shareholders, or partly in one
way and partly in the other, provided that for the purpose of this Bye-Law, a
share premium account may be applied only in paying up of unissued shares
to be issued to such Shareholders credited as fully paid.
  Glossary
FLOW TRADERS | ANNUAL REPORT 2025
176
Glossary
AGM
Annual General Meeting of shareholders
AFM
The Dutch Authority for the Financial Markets
AML
Anti-Money Laundering
AMX
Amsterdam Midcap Index
AP
Authorized Participant
APAC
Asia Pacific
APM
Alternative Performance Metrics
APT
Dutch Association of Proprietary Traders
AuM
Asset Under Management
CapEx
Capital expenditure
CEO
Chief Executive Officer
CFRO
Chief Financial and Risk Officer
CRD IV
EU Capital Requirements Directive (2013/36/EU)
CRR
EU Capital Requirements Regulation (575/2013)
CSDD
Corporate Sustainability Due Diligence Directive
CSDR
Corporate Sustainability Reporting Directive
CTO
Chief Technology Officer
CTrO
Co-Chief Trading Officer
DLOM
Discount for lack of marketability
DNB
Dutch Central Bank
DMA
Double materiality assessment
EBITDA
Earnings before interest tax deprecation & amortization
EMEA
Europe, Middle East, and Africa
EPS
Earnings per share
ERMF
Enterprise Risk Management Framework
ESG
Environmental, Social and Governance
ESRS
European Sustainability Reporting Standards
ETF
Exchange-Traded Funds
ETP
Exchange traded product
EY
EY Accountants B.V.
FCIP
Flow Cash Incentive Plan
FIA EPTA
FIA European Principal Traders Association
FICC
Fixed income, currency and commodities
FLIP
Flow Loyalty Incentive Plan
FTE
Full-time equivalent
FWD
Forward
FVPL
Fair value through Profit or Loss
FVOCI
Fair value through Other Comprehensive Income
FX
Foreign currency
GAAP
Generally accepted accounting principles
GHG
Greenhouse gas
IA
Internal audit function
IFD
Directive (EU) 2019/2034 on the prudential supervision of investment
firms
IFR
Regulation (EU) 2019/2033 on the prudential requirements of
investment firms
IFRS
International Financial Reporting Standards
IR
Investor Relations
KPI
Key Performance Index
KYC
Know Your Client
kWh
Kilowatt hour
L&D
Learning and Development
MiFID II
Markets in Financial Instruments Directive (Directive 2014/65/EU; as
amended)
MWh
Megawatt hour
NTI
Net trading income
OECD
Organization for Economic Cooperation and Development
OTC
Over the counter
QFII
Qualified Foreign Institutional Investor China
ROE
Net profit divided by average end of period equity
SDG
Sustainable Development Goals
VWAP
Volume weighted average price
FLOW TRADERS | ANNUAL REPORT 2025
177
Colophon
Flow Traders B.V.
Jacob Bontiusplaats 9
1018 LL Amsterdam
The Netherlands
www.flowtraders.com
Flow Traders Ltd.
Canon's Court
22 Victoria Street
PO Box HM 179
Hamilton HM EX
Bermuda
www.flowtraders.com
FLOW TRADERS | ANNUAL REPORT 2025
178
This document contains "forward-looking statements" that relate to without limitation, our plans,
objectives, strategies, anticipated developments in the industry in which we operate, and future
operational performance. These forward-looking statements are often identified by terms such as
"anticipate," "estimate," "believe," "intend," "plan," "predict," "may," "will," "would," "should," "continue,"
"expect," and similar expressions, though not exclusively, as noted in the Annual Report. Such forward-
looking statements are to involve known and unknown risks, uncertainties, and other important factors
that could cause circumstances or actual outcomes, results, performance, or achievements to differ
materially from any future circumstances, results, performance or achievements expressed or implied in
the Annual Report. Key factors that may affect these forward-looking statements include, but are not
limited to: reduced levels of overall trading volumes and lower margins; dependence on prime brokers,
ETP issuers, trading counterparties, central counterparties (CCPs), and custodians; potential loss of
access to important exchange or other trading venues; occurrence of systemic market events;
incurrence of trading losses; disruptions or failures of our trading platform or third-party technical
infrastructure; operational risks and challenges inherent to our business and trading activities; ineffective
risk management systems processes and strategies; intense industry competition; reliance on
continuous access to liquidity sources; capacity constraints in computer and communication systems;
dependence on third-party software, infrastructure, or software availability; damage to our reputation
and the reputation of our industry; loss of key staff or failure to attract and retain key personnel or
challenges in attracting and retaining skilled professionals; changes to applicable regulatory
requirements; compliance with applicable laws and regulations specific to our industry; and enhanced
media and regulatory scrutiny affecting public perception among other risks. These forward-looking
statements are based on assumptions, beliefs, and expectations derived from our industry experience
and our perceptions of historical trends, current conditions, expected future developments, and other
factors we deem appropriate. Furthermore, any sustainability-related statements—pertaining to
environmental, social, and governance (ESG) considerations—are based on the best evidence and
information available to us at the time of this report. These statements, including those regarding future
opportunities or risks, are inherently uncertain and subject to change as our understanding of ESG
factors evolves. From a quantitative perspective, some of our sustainability metrics, such as emissions
calculations, rely on estimates and external sources, including conversion factors. These estimates are
based on current methodologies and sources, which may vary, leading to potential adjustments in
reported figures over time. As such, the figures presented in this Annual Report should be understood as
estimates that could change depending on the data sources or methods employed. While we believe the
expectations reflected in the forward-looking and sustainability Information are reasonable as of the date
they are made, we cannot guarantee their accuracy. Therefore, you are cautioned not to place undue
reliance on these statements. Except as required by applicable law or stock exchange regulations, we do
not undertake any obligation to update or revise any forward-looking statements or sustainability
metrics, whether as a result of new information, future events, or otherwise. Any forward-looking
statements should not be interpreted as guarantees of future performance or outcomes. If the risks or
uncertainties materialize, or if the assumptions underlying our forward -looking statements prove
inaccurate, our actual operational results, financial condition or sustainability outcomes could differ
significantly from those anticipated, believed, estimated or expected. Statements regarding the market,
industry trends, including the FX market, developments in ETP Assets under Management in specific
markets, ETP value traded in certain markets and Flow Traders’ competitive position, are based on
external data and sources. As these sources and methodologies evolve, so too may the information we
present.
FLOW TRADERS | ANNUAL REPORT 2025
179
Logo Colour on Black.svg