Marex Group plc announces successful completion of consent solicitation for its 6.404% Senior Notes due 2029

Rhea-AI Summary

Marex Group (Nasdaq: MRX) obtained the requisite consents from holders of its 6.404% Senior Notes due 2029 to implement proposed indenture amendments. Consenting holders by May 15, 2026 will receive $1.00 per $1,000 principal on May 19, 2026.

The changes allow a Bermuda holding company, New ParentCo, to assume the Notes after the proposed redomiciliation, aligning terms with Marex’s 5.680% 2031 and 5.829% 2028 notes and other SEC-registered structured notes.

AI-generated analysis. Not financial advice.

Positive

• Requisite majority consents obtained to amend 6.404% Senior Notes due 2029
• Consent payment of $1 per $1,000 principal scheduled for May 19, 2026
• Amendments enable potential Bermuda New ParentCo to assume 2029 Notes obligations
• Terms of 2029 Notes aligned with 5.680% 2031 and 5.829% 2028 notes
• Facilitates group reorganization into four regional sub-groups under New ParentCo

Negative

• Cash outflow from consent payments to participating noteholders
• Redomiciliation and assumption of Notes remain subject to shareholder, court and regulatory approvals

News Market Reaction – MRX

+0.12%

1 alert

+0.12% News Effect

On the day this news was published, MRX gained 0.12%, reflecting a mild positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Coupon rate: 6.404% Maturity year: 2029 Consent Payment: $1.00 per $1,000 principal +5 more

8 metrics

Coupon rate 6.404% Senior Notes due 2029

Maturity year 2029 6.404% Senior Notes due 2029

Consent Payment $1.00 per $1,000 principal Paid to consenting holders of 2029 Notes

Consent Expiration 5:00 p.m. May 15, 2026 Consent Solicitation expiration time and date

Settlement Date May 19, 2026 Expected payment date for Consent Payment

Coupon rate 5.680% Senior Notes due 2031

Maturity year 2031 5.680% Senior Notes due 2031

Coupon rate 5.829% Senior Notes due 2028

Market Reality Check

Price: $52.94 Vol: Volume 450,262 is below 2...

low vol

$52.94 Last Close

Volume Volume 450,262 is below 20-day average of 981,924 (relative volume 0.46). low

Technical Price 56.22 trades above 200-day MA of 38.74 and about 4.09% below 52-week high 58.62.

Peers on Argus

Key peers CLSK, BGC, HUT, SNEX and VIRT show declines between about 1.34% and 2....

Key peers CLSK, BGC, HUT, SNEX and VIRT show declines between about 1.34% and 2.31%, broadly matching MRX’s -1.99% move, but no names appear in the momentum scanner and no same-day peer news is flagged.

Historical Context

5 past events · Latest: May 07 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
May 07	Consent solicitation launch	Positive	+3.6%	Started consent process on 2029 notes tied to Bermuda redomiciliation.
May 06	Q1 2026 earnings	Positive	-5.9%	Reported record Q1 revenue and profit growth with higher dividend.
Apr 27	Earnings date notice	Neutral	-0.6%	Announced timing and call details for upcoming Q1 2026 results.
Apr 17	Senior notes offering	Neutral	+0.1%	Priced U.S.$500m 5.680% Senior Notes due 2031 for growth funding.
Mar 26	Q1 trading update	Positive	+4.3%	Guided to higher Q1 revenue and adjusted profit before tax ranges.

Pattern Detected

Recent news has generally been met with aligned price moves, except for a notable selloff following record Q1 2026 earnings.

Recent Company History

Over the last few months, Marex has combined strong fundamentals with active balance sheet management. A March trading update and April’s Q1 guidance saw revenue and adjusted profit before tax expectations rise, with shares reacting positively. The April $500m 2031 senior notes offering had a muted impact. Record Q1 2026 results on May 6 were followed by a -5.9% move, contrasting with the positive reaction to the May 7 consent solicitation launch. Today’s completion of that consent process continues the redomiciliation and capital-structure alignment trajectory.

Market Pulse Summary

This announcement finalizes the consent process for Marex’s 6.404% Senior Notes due 2029, aligning t...

Analysis

This announcement finalizes the consent process for Marex’s 6.404% Senior Notes due 2029, aligning their indenture terms with other outstanding notes and enabling a potential assumption by a Bermuda holding company if approvals for redomiciliation are obtained. It follows a period of record Q1 2026 performance and recent senior debt issuance. Investors may watch how the corporate reorganization progresses and how Marex continues to balance growth funding with its existing capital structure.

Key Terms

senior notes, indenture, consent solicitation, supplemental indenture, +4 more

8 terms

senior notes financial

"consents from registered holders of its 6.404% Senior Notes due 2029"

Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.

indenture financial

"Proposed Amendments to the Indenture, dated as of October 15, 2024"

An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.

consent solicitation financial

"pursuant to the Company’s previously announced solicitation of consents for the Notes (the “Consent Solicitation”)"

A consent solicitation is a formal request sent to shareholders or creditors asking them to sign off on a proposed corporate change—such as altering governance rules, approving a deal, or waiving contract terms—without holding a full meeting. It matters to investors because it can quickly change their rights, voting power or the company’s direction, much like asking neighbors to sign a petition to alter a shared fence rather than discussing it at a community meeting.

supplemental indenture financial

"as supplemented by the First Supplemental Indenture, dated as of November 4, 2024"

A supplemental indenture is a written amendment to the original bond agreement that changes specific terms of a debt contract, such as payment schedules, interest rates, collateral or covenant protections. Investors care because it alters the legal rights and risks tied to a security — like renegotiating a mortgage where the lender and borrower agree to new rules — and can affect a bond’s credit quality, yield and market value.

trustee financial

"each between Marex and Citibank, NA, as the trustee (the “Trustee”)"

A trustee is a person or institution legally appointed to hold and manage assets or enforce an agreement on behalf of other people (beneficiaries). Think of a trustee as a neutral referee or custodian who must act in the beneficiaries’ best interests, follow the trust or contract rules, and handle distributions, recordkeeping and enforcement. Investors care because a trustworthy trustee protects their rights, ensures promised payments or remedies are delivered, and can influence recoveries if things go wrong.

structured notes financial

"other SEC-registered structured notes (the “Structured Notes”"

Structured notes are investment contracts issued by banks that combine a regular loan-like component with a payment formula tied to the performance of stocks, indexes, interest rates or other assets. Think of them as a customized financial recipe: they can offer higher potential returns or partial downside protection compared with a plain bond, but those benefits depend on complex terms and the issuer’s ability to pay. Investors should care because structured notes mix market exposure with issuer credit risk, limited liquidity and fees, so outcomes can be hard to predict and may differ from plain stock or bond investments.

solicitation agent financial

"Goldman Sachs & Co. LLC acted as the solicitation agent in connection"

A solicitation agent is a professional firm or person hired to gather and submit votes, approvals, or consents from shareholders or creditors for a corporate action such as a merger, takeover, restructuring, or consent solicitation. Think of them like a campaign manager who organizes outreach, collects ballots and ensures rules are followed; their work can sway outcomes, affect timing and costs, and raise questions about impartiality that investors should notice.

information and tabulation agent financial

"As reported by the Information and Tabulation Agent, as of the Expiration Date"

A service firm hired by a company or deal organizer to distribute information to shareholders and to collect, count and report responses such as proxy votes, tender offers or consent forms. Like a neutral mailroom and vote counter, it makes sure investors receive the correct materials, deadlines are tracked and results are accurately tallied, so shareholders can trust that votes and offer outcomes are handled fairly and transparently.

AI-generated analysis. Not financial advice.

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NEW YORK, May 18, 2026 (GLOBE NEWSWIRE) -- Marex Group plc (Nasdaq: MRX) (“Marex” or the “Company”), a diversified global financial services platform, announced today that it has received the requisite consents from registered holders of its 6.404% Senior Notes due 2029 (the “Notes”) to approve certain proposed amendments (the “Proposed Amendments”) to the Indenture, dated as of October 15, 2024 (the “Base Indenture”), as supplemented by the First Supplemental Indenture, dated as of November 4, 2024 (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), each between Marex and Citibank, NA, as the trustee (the “Trustee”), pursuant to the Company’s previously announced solicitation of consents for the Notes (the “Consent Solicitation”). As used in this press release, the term “Group” refers to Marex Group plc, together with its consolidated subsidiaries, as a consolidated entity.

The Consent Solicitation was made pursuant to the terms and conditions set forth in the consent solicitation statement dated May 7, 2026 (the “Consent Solicitation Statement”), and expired at 5:00 p.m., New York City time, on May 15, 2026 (the “Expiration Date”). Subject to the terms and conditions set forth in the Consent Solicitation Statement, holders of the Notes who validly delivered (and did not validly revoke) consents prior to the Expiration Date will receive a cash payment equal to $1.00 per $1,000 principal amount of the Notes (the “Consent Payment”) for which such consents were delivered (and not validly revoked). The Company expects to pay such holders the Consent Payment on May 19, 2026 (the “Settlement Date”). Holders who failed to validly deliver (or who validly revoked) their consents on or prior to the Expiration Date will not be entitled to receive the Consent Payment.

On March 26, 2026, Marex announced its proposal to change the legal domicile of its parent holding company to Bermuda from England and Wales (the “Proposed Redomiciliation”) and to reorganize the Group. If the requisite shareholder, court and regulatory approvals are obtained, the Proposed Redomiciliation will result in the reorganization of all Group subsidiaries into four regional sub-groups (UK, US, EMEA and Rest of World) under a new Bermuda parent holding company (“New ParentCo”).

As previously announced by Marex, consent was sought from holders of the Notes with respect to the Proposed Amendments to align the terms of the Notes and the Indenture with the existing terms of the Company’s recently issued 5.680% Senior Notes due 2031 (the “2031 Notes”) and the relevant indentures governing the 2031 Notes (the “2031 Notes Indenture”). The Proposed Amendments permit a holding company of the Group that is incorporated in the UK overseas territory of Bermuda, such as New ParentCo, to assume the Company’s obligations under the Notes and Indenture, and succeed to, and be substituted for, the Company as issuer and obligor under the Notes and Indenture, in the same manner as such holding company or New ParentCo is permitted under the terms of the 2031 Notes, the Company’s 5.829% Senior Notes due 2028 (the “2028 Notes”) and other SEC-registered structured notes (the “Structured Notes” and, together with the 2031 Notes and the 2028 Notes, the “Other Existing SEC-Registered Notes”) and the relevant indentures governing the Other Existing SEC-Registered Notes (the “Other Existing SEC-Registered Note Indentures”) to assume the Company’s obligations under the Other Existing SEC-Registered Notes and the Other Existing SEC-Registered Note Indentures, and succeed to, and be substituted for, the Company as issuer and obligor thereunder. If the requisite shareholder, court and regulatory approvals are obtained, then, following the Proposed Redomiciliation, New ParentCo may assume the Notes and, upon such assumption, succeed to and be substituted for Marex Group plc, as obligor under and issuer of the Notes.

As reported by the Information and Tabulation Agent, as of the Expiration Date, holders representing in excess of the majority of the outstanding aggregate principal of the Notes validly delivered (and not validly revoked) consents pursuant to the Consent Solicitation. The consents received in the Consent Solicitation are sufficient to effect the Proposed Amendments to the indenture governing the Notes. Accordingly, the Company intends to execute and deliver to the Trustee on the Settlement Date, a fourth supplemental indenture to the Indenture (the “Fourth Supplemental Indenture”) to effect the Proposed Amendments. The Proposed Amendments will become effective and operative upon the execution by the Company and Trustee of the Fourth Supplemental Indenture.

Goldman Sachs & Co. LLC acted as the solicitation agent in connection with the Consent Solicitation (the “Solicitation Agent”).

Any questions or requests for assistance may be directed to the Information and Tabulation Agent or the Solicitation Agent at their respective telephone numbers or e-mail address set forth below.

The Solicitation Agent for the Consent Solicitation is:

Goldman Sachs & Co. LLC
200 West Street
New York, New York 10282
Telephone (U.S. Toll Free): +1 (800) 828-3182
Telephone (U.S. Collect): +1 (212) 902-6351
Telephone (London): +44 207 774 4836
Email: liabilitymanagement.eu@gs.com
Attention: Liability Management Group

The Information and Tabulation Agent for the Consent Solicitation is:

Global Bondholder Services Corporation
65 Broadway, Suite 404
New York, New York 10006
Attention: Corporate Actions
Email: contact@gbsc-usa.com
Banks and Brokers Call: (212) 430-3774
U.S. Toll-Free: (855) 654-2014
International Call: 001-212-430-3774

This press release does not constitute an offer to sell or the solicitation of an offer to buy the Notes or any other security, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Forward looking statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements, including, without limitation, the expected settlement date of the Consent Solicitation. In some cases, these forward-looking statements can be identified by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to” or other similar expressions.

These forward-looking statements are subject to risks, uncertainties and assumptions, some of which are beyond our control. In addition, these forward-looking statements reflect our current views with respect to future events and are not a guarantee of future performance. Actual outcomes may differ materially from the information contained in the forward-looking statements as a result of a number of factors, including, without limitation: subdued commodity market activity or pricing levels; the effects of geopolitical events, terrorism and wars, on market volatility, global macroeconomic conditions and commodity prices; our proposed redomiciliation; changes to the U.S. regulatory regime, including with respect to tariffs; changes in interest rate levels or tariffs; the risk of our clients and their related financial institutions defaulting on their obligations to us; regulatory, reputational and financial risks as a result of our international operations; software or systems failure, loss or disruption of data or data security failures; risks associated with the use of artificial intelligence; an inability to adequately hedge our positions and limitations on our ability to modify contracts and the contractual protections that may be available to us in OTC derivatives transactions; market volatility, reputational risk and regulatory uncertainty related to commodity markets, equities, fixed income, foreign exchange and cryptocurrency; the impact of climate change and the transition to a lower carbon economy on supply chains and the size of the market for certain of our energy products; the impact of changes in judgments, estimates and assumptions made by management in the application of our accounting policies on our reported financial condition and results of operations; lack of sufficient financial liquidity; if we fail to comply with applicable law and regulation, we may be subject to enforcement or other action, forced to cease providing certain services or obliged to change the scope or nature of our operations; significant costs, including adverse impacts on our business, financial condition and results of operations, and expenses associated with compliance with relevant regulations; if we fail to remediate the material weaknesses we identified in our internal control over financial reporting or prevent material weaknesses in the future, the accuracy and timing of our financial statements may be impacted, which could result in material misstatements in our financial statements or failure to meet our reporting obligations and subject us to potential delisting, regulatory investigations or civil or criminal sanctions; short seller activity and securities litigation; the inability to realize the anticipated benefits of the Consent Solicitation; the risks discussed under the caption “Certain Significant Considerations” in the Consent Solicitation Statement; and other risks discussed under the caption “Risk Factors” in our 2025 Annual Report on Form 20-F or as updated by any of our subsequent reports filed with the SEC.

The forward-looking statements made in this press release relate only to events or information as of the date on which the statements are made in this press release. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.

Enquiries please contact:

Marex:
Nicola Ratchford / Adam Strachan
+44 778 654 8889 / +1 914 200 2508   | nratchford@marex.com / astrachan@marex.com

FTI Consulting US / UK
+1 (716) 525-7239 / +44 (0) 7976 870 961   | marex@fticonsulting.com

FAQ

What did Marex Group (MRX) announce about its 6.404% Senior Notes due 2029 on May 18, 2026?

Marex Group announced it has secured the requisite consents to amend the indenture for its 6.404% Senior Notes due 2029. According to Marex, these amendments support a potential Bermuda holding company assuming the Notes and align terms with its 2028 and 2031 SEC-registered notes.

What consent payment will holders of Marex Group’s 6.404% Senior Notes due 2029 receive (MRX)?

Consenting holders will receive a cash payment of $1.00 per $1,000 principal amount of Notes. According to Marex, this payment goes to holders who validly delivered and did not revoke consents before 5:00 p.m. New York time on May 15, 2026.

When do the consent solicitation period and settlement date occur for Marex Group (MRX) 2029 Notes?

The consent solicitation expired at 5:00 p.m. New York City time on May 15, 2026. According to Marex, the company expects to pay the consent consideration on May 19, 2026, which is described as the Settlement Date for eligible noteholders.

How do the indenture amendments affect Marex Group’s proposed redomiciliation to Bermuda (MRX)?

The amendments allow a Bermuda holding company, New ParentCo, to assume Marex’s obligations under the 2029 Notes. According to Marex, this supports its proposed redomiciliation and group reorganization, which remain subject to shareholder, court and regulatory approvals before implementation.

How do Marex Group’s 2029 Note amendments align with its other SEC-registered notes (MRX)?

The amendments align the 2029 Notes and indenture terms with Marex’s 5.680% Senior Notes due 2031, 5.829% Senior Notes due 2028, and certain structured notes. According to Marex, all allow a Bermuda holding company to assume obligations under their respective indentures on a similar basis.

What proportion of Marex Group’s 6.404% Senior Notes due 2029 supported the consent solicitation (MRX)?

Holders representing more than a majority of the outstanding aggregate principal amount delivered valid, unrevoked consents. According to Marex, this level of participation is sufficient to effect the proposed indenture amendments through a fourth supplemental indenture with the trustee.

Does Marex Group’s May 18, 2026 announcement constitute an offer to sell the 2029 Notes (MRX)?

No, the announcement does not constitute an offer to sell or a solicitation to buy the 2029 Notes or any security. According to Marex, no offer or sale will occur in any jurisdiction where such activity would be unlawful under applicable securities laws.