Marex Group plc SEC Filings

Marex Group plc is offering leveraged barrier notes linked to the EURO STOXX 50® Index, with each Note having a $1,000 principal amount and maturing on February 3, 2028. The Notes are senior unsecured debt of Marex and do not pay interest.

At maturity, investors receive $1,000 plus a leveraged gain if the Index return is positive, using an upside participation rate of at least 137%. If the Index return is at or above the -25% barrier, principal is returned with no gain. If the Index return falls below the barrier, repayment is reduced one-for-one with the loss in the Index, potentially down to zero.

The Estimated Initial Value on the pricing date is expected to be between $960 and $990 per $1,000 Note, less than the price to the public. Application has been made to list the Notes on the Vienna MTF, though liquidity is not assured. Key risks include equity market risk, exposure to non-U.S. stocks and currencies, Marex’s credit risk, limited secondary market, conflicts of interest, and uncertain U.S. tax treatment.

Marex Group plc is offering issuer callable contingent income barrier notes linked to the worst performer of the S&P 500, Russell 2000 and EURO STOXX 50 indexes. Each Note has a $1,000 principal amount, a scheduled maturity on February 2, 2029, and can be redeemed early at Marex’s option on specified quarterly Call Payment Dates starting May 5, 2026.

Investors may receive a contingent coupon of $25.38 per $1,000 (about 2.538% per quarter, or 10.15% per year) on each Coupon Payment Date, but only if every index is at or above 70% of its initial level on the related determination date. Principal is protected only if, at maturity, the worst-performing index is not down more than 30%; otherwise repayment is reduced one-for-one with the loss and can fall to zero. The estimated initial value is expected to be $950–$990 per Note, below the $1,000 price to the public, and the Notes are senior unsecured obligations exposed to Marex’s credit risk.

Marex Group plc is issuing $527,000 of Autocallable Buffered Notes linked to the worst performer of the VanEck Gold Miners ETF (GDX) and the iShares Silver Trust (SLV), maturing January 22, 2031. Each Note has a $1,000 principal amount, with total proceeds to Marex of $524,892 after underwriting discounts.

The Notes can be automatically called if on any observation date both ETFs close at or above 100% of their initial values, paying back principal plus a growing call premium starting at 20.00% per year and reaching 100.00% (a $2,000 call amount per $1,000) by final maturity. If held to maturity and not called, investors receive principal plus the final 100.00% premium if the worst ETF is at or above its initial value, full principal back if the worst ETF is down but no more than 30%, and a 1:1 loss beyond that buffer up to a maximum 70% loss of principal.

The Notes pay no interest, are senior unsecured obligations of Marex, and application has been made to list them on the Vienna MTF. The Estimated Initial Value is $981.40 per $1,000 Note, lower than the price to the public.

A shareholder of MRX has filed a notice of proposed sale of 57,709 shares of common stock, to be sold through Goldman Sachs & Co. LLC, with an approximate sale date of January 7, 2026 on the NASD market. The issuer had 71,231,706 shares of common stock outstanding at the time referenced. The shares to be sold were acquired mainly as restricted stock unit compensation from the issuer between 2021 and 2024, along with shares bought directly from the issuer in private and public transactions.

During the three months before this notice, Thomas Hugues Texier sold 4,285 shares of common stock on each of October 6, 2025, November 3, 2025, and December 1, 2025, for gross proceeds of $126,060.60, $132,468.83, and $150,659.49, respectively.

Marex Group plc is offering leveraged barrier notes linked to the STOXX® Europe 600 Index. Each Note has a $1,000 principal amount, trades in book-entry form and is expected to mature on December 27, 2027, with the final index level observed on December 20, 2027. Application has been made to list the Notes on the Vienna MTF of the Vienna Stock Exchange.

At maturity, investors receive cash based on index performance. If the index return is positive, the payoff is $1,000 plus 151% of the positive return. If the index return is between 0% and the -15% barrier, investors receive only their $1,000 back. If the index return falls below the -15% barrier, the payoff is reduced one-for-one with the index loss, down to a possible total loss of principal. The Notes pay no periodic interest, are senior unsecured obligations of Marex and are subject to its credit risk. The Estimated Initial Value on the pricing date is expected to be between $940 and $980 per Note, lower than the price to the public.

Marex Group plc filed a Form 13F holdings report, detailing institutional equity positions managed by the firm. The filing lists 1,269 reportable entries with a combined Form 13F Information Table Value Total of $14,151,249,919. The report includes 4 other included managers, indicating multiple affiliated entities contributing to the consolidated disclosures.

Other included managers are identified as Marex Financial, MAREX CAPITAL MARKETS INC., Marex Securities Products Inc., and Marex Prime Services Ltd.

Marex Group plc furnished a Form 6-K noting a company press release on insider share activity. On October 15, 2025, the company announced that its directors and officers purchased ordinary shares.

The press release is provided as Exhibit 99.1 titled “Marex announces share purchases by Directors and Officers.”

Marex Group plc filed a Form 6-K reporting that it furnished a press release titled “Marex announces purchase of shares by Chief Executive Officer.” The press release was issued on October 13, 2025.

The release is included as Exhibit 99.1. The filing was signed on the company’s behalf by Chief Financial Officer Robert Irvin on October 14, 2025.