Autocallable gold-silver notes from Marex Group (MRX) detailed terms

Rhea-AI Filing Summary

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.

Filed Pursuant to Rule 424(b)(2)
Registration No. 333-289203

Pricing Supplement dated January 14, 2026

(To ETF Underlying Supplement dated August 4, 2025,

Prospectus Supplement dated August 4, 2025, and Prospectus dated August 4, 2025)

Marex Group plc

$527,000 Autocallable Buffered Notes Linked to the Worst Performing of the VanEck^® Gold Miners ETF and the iShares^® Silver Trust due January 22, 2031

^▶  Callable annually in the first year and monthly thereafter during the term of the Notes at the Principal Amount plus the applicable Call Premium on any Call Observation Date on or after January 15, 2027 if the Closing Price of each of the VanEck^® Gold Miners ETF and the iShares^® Silver Trust (each, an “Underlying” and together the “Underlyings”) is at or above its Call Threshold (100% of its Initial Value)

^▶  The Call Premium Rate is 20.00% per annum or 1.667% per month

^▶  If the Notes are not called, 1-to-1 downside exposure to any decrease in the Worst Performing Underlying beyond a 30.00% decline, with up to 70.00% of your Principal Amount at risk

^▶  Term: Approximately 5 years, if not called

^▶  All payments on the Notes are subject to the credit risk of Marex Group plc (“Marex”)

Application has been made for the Autocallable Buffered Notes (the “Notes”) offered hereunder to be admitted to listing and trading on the Vienna Multilateral Trading Facility (“Vienna MTF”) of the Vienna Stock Exchange. The Vienna MTF is not a regulated market as defined by Directive 2014/65/EU (as amended, “MiFID II”). It is, however, a multilateral trading facility (MTF) for purposes of MiFID II.

Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of the Notes or passed upon the accuracy or the adequacy of this document or the accompanying prospectus, prospectus supplement or underlying supplement. Any representation to the contrary is a criminal offense.

Any offering of the Notes will be made pursuant to Article 1(4) of Regulation (EU) 2017/1129 (as amended), including as it forms part of domestic law of the United Kingdom. Accordingly, no prospectus is required to be published in connection with such offering of the Notes in any member state of the European Economic Area (the “EEA”) or the United Kingdom (the “UK”). See page ii of the accompanying prospectus supplement for further restrictions on offers and sales of the Notes in the EEA and the UK.

Investment in the Notes involves certain risks. You should refer to “Risk Factors” beginning on page PS-9 of this document, page S-1 of the accompanying prospectus supplement and page S-1 of the accompanying underlying supplement.

The Estimated Initial Value of the Notes on the Pricing Date is $981.40 per Note, which is less than the price to public. The market value of the Notes at any time will reflect many factors and cannot be predicted with accuracy. See “ Summary—Estimated Initial Value” on page PS-4 and “Risk Factors” beginning on page PS-8 of this document for additional information.

		Price to Public		Underwriting Discount (1)		Proceeds to Issuer
Per Note		$1,000.00		4.00		996.00
Total		$527,000.00		$2,108.00		$524,892.00

⁽¹⁾  Marex Capital Markets Inc. (“MCMI”), an affiliate of ours, will act as the agent for the sale of the Notes. MCMI will purchase the Notes from us at an underwriting discount of $4.00 per $1,000 Principal Amount for distribution to other registered broker-dealers or will offer the Notes directly to investors. MCMI will use the underwriting discount to pay selling concessions or fees (including custodial or clearing fees) to other registered broker-dealers. See “Supplemental Plan of Distribution (Conflicts of Interest)” on page PS-17 of this document.

The Notes:

Are Not FDIC Insured Are Not Bank Guaranteed May Lose Value

Marex Capital Markets

SUMMARY

The information in this “Summary” section is qualified by the more detailed information set forth in the underlying supplement, the prospectus supplement and the prospectus. See “General” in this document.

Issuer:		Marex Group plc
Principal Amount:		$1,000 per Note
Reference Asset:		The worst performing of the VanEck® Gold Miners ETF (Bloomberg ticker: GDX) (the “GDX”), and the iShares® Silver Trust (Bloomberg ticker: SLV) (the “SLV”).
Trade Date:		January 14, 2026
Pricing Date:		January 14, 2026
Original Issue Date:		January 20, 2026
Final Valuation Date:		January 14, 2031, subject to adjustment as described under “Additional Terms of the Notes—Valuation Dates” in the accompanying underlying supplement.
Maturity Date:		January 22, 2031, subject to adjustment as described under “Additional Terms of the Notes—Interest Payment Dates, Coupon Payment Dates, Call Payment Dates and Maturity Date” in the accompanying underlying supplement.
Call Feature:		If the Closing Price of each Underlying is at or above its Call Threshold on any Call Observation Date, the Notes will be automatically called, and you will receive a cash payment (the “Call Amount”), per $1,000 Principal Amount, equal to the Principal Amount plus the applicable Call Premium on the corresponding Call Payment Date, as specified in the table below. If the Notes are automatically called, they will cease to be outstanding on the related Call Payment Date and you will have no further rights under the Notes after such Call Payment Date. You will not receive any notice from us if the Notes are automatically called.
Call Threshold:		With respect to each Underlying, 100.00% of its Initial Value.
Call Premium:		The product of the Principal Amount multiplied by the applicable Call Premium Rate, as specified in the table below. The Call Premium increases the longer the Notes are outstanding and will be based on the Call Premium Rate of 20.00% per annum or 1.667% per month.
Buffer Value:		67.802 with respect to the GDX and 59.192 with respect to the SLV, each of which is 70.00% of its Initial Value.
Buffer Amount:		30.00%
Buffer Percentage:		-30.00%
Payment at Maturity:		If the Notes have not been previously called, for each $1,000 Principal Amount, you will receive a cash payment on the Maturity Date, calculated as follows: If the Reference Return of the Worst Performing Underlying is greater than or equal to 0%: $1,000 + applicable Call Premium If the Reference Return of the Worst Performing Underlying is less than 0% but greater than or equal to the Buffer Percentage: $1,000

PS-2

If the Reference Return of the Worst Performing Underlying is less than the Buffer Percentage:

$1,000 + [$1,000 × (Reference Return of the Worst Performing Underlying + Buffer Amount)].

In this case, you will lose 1% of the Principal Amount of your Notes for each percentage point that the Reference Return of the Worst Performing Underlying is below the Buffer Percentage. For example, if the Reference Return of the Worst Performing Underlying is -50.00%, you will suffer a 20% loss and receive 80% of the Principal Amount, subject to the credit risk of Marex. If the Reference Return of the Worst Performing Underlying is less than the Buffer Percentage, you will lose some or a significant portion (up to 70.00%) of your investment.

Call Premium Rates, Call Amounts, Call Observation Dates and Call Payment Dates:					Call Premium Rates				Call Amounts (per $1,000 Principal Amount)			Call Observation Dates*		Call Payment Dates*
					20.000%				$1,200.00			January 15, 2027		January 25, 2027
					21.667%				$1,216.67			February 16, 2027		February 23, 2027
					23.333%				$1,233.33			March 15, 2027		March 22, 2027
					25.000%				$1,250.00			April 15, 2027		April 22, 2027
					26.667%				$1,266.67			May 17, 2027		May 24, 2027
					28.333%				$1,283.33			June 15, 2027		June 22, 2027
					30.000%				$1,300.00			July 15, 2027		July 22, 2027
					31.667%				$1,316.67			August 16, 2027		August 23, 2027
					33.333%				$1,333.33			September 15, 2027		September 22, 2027
					35.000%				$1,350.00			October 15, 2027		October 22, 2027
					36.667%				$1,366.67			November 15, 2027		November 22, 2027
					38.333%				$1,383.33			December 15, 2027		December 22, 2027
					40.000%				$1,400.00			January 18, 2028		January 25, 2028
					41.667%				$1,416.67			February 15, 2028		February 23, 2028
					43.333%				$1,433.33			March 15, 2028		March 22, 2028
					45.000%				$1,450.00			April 17, 2028		April 24, 2028
					46.667%				$1,466.67			May 15, 2028		May 22, 2028
					48.333%				$1,483.33			June 15, 2028		June 23, 2028
					50.000%				$1,500.00			July 17, 2028		July 24, 2028
					51.667%				$1,516.67			August 15, 2028		August 22, 2028
					53.333%				$1,533.33			September 15, 2028		September 22, 2028
					55.000%				$1,550.00			October 16, 2028		October 23, 2028
					56.667%				$1,566.67			November 15, 2028		November 22, 2028
					58.333%				$1,583.33			December 15, 2028		December 22, 2028

PS-3

					60.000%				$1,600.00			January 16, 2029		January 23, 2029
					61.667%				$1,616.67			February 15, 2029		February 23, 2029
					63.333%				$1,633.33			March 15, 2029		March 22, 2029
					65.000%				$1,650.00			April 16, 2029		April 23, 2029
					66.667%				$1,666.67			May 15, 2029		May 22, 2029
					68.333%				$1,683.33			June 15, 2029		June 25, 2029
					70.000%				$1,700.00			July 16, 2029		July 23, 2029
					71.667%				$1,716.67			August 15, 2029		August 22, 2029
					73.333%				$1,733.33			September 17, 2029		September 24, 2029
					75.000%				$1,750.00			October 15, 2029		October 22, 2029
					76.667%				$1,766.67			November 15, 2029		November 23, 2029
					78.333%				$1,783.33			December 17, 2029		December 24, 2029
					80.000%				$1,800.00			January 15, 2030		January 23, 2030
					81.667%				$1,816.67			February 15, 2030		February 25, 2030
					83.333%				$1,833.33			March 15, 2030		March 22, 2030
					85.000%				$1,850.00			April 15, 2030		April 22, 2030
					86.667%				$1,866.67			May 15, 2030		May 22, 2030
					88.333%				$1,883.33			June 17, 2030		June 25, 2030
					90.000%				$1,900.00			July 15, 2030		July 22, 2030
					91.667%				$1,916.67			August 15, 2030		August 22, 2030
					93.333%				$1,933.33			September 16, 2030		September 23, 2030
					95.000%				$1,950.00			October 15, 2030		October 22, 2030
					96.667%				$1,966.67			November 15, 2030		November 22, 2030
					98.333%				$1,983.33			December 16, 2030		December 23, 2030
					100.000%				$2,000.00			January 14, 2031 (the Final Valuation Date)		January 22, 2031 (the Maturity Date)

		* Each subject to postponement as described under “Additional Terms of the Notes—Valuation Dates” and “Additional Terms of the Notes—Interest Payment Dates, Coupon Payment Dates, Call Payment Dates and Maturity Date” in the accompanying underlying supplement.
Worst Performing Underlying:		The Underlying with the lowest Reference Return.
Reference Return:		With respect to each Underlying, the quotient, expressed as a percentage, calculated as follows: Final Value – Initial Value Initial Value

PS-4

Initial Value:		96.86 with respect to the GDX and 84.56 with respect to the SLV, each of which was its Closing Price on the Pricing Date, each subject to adjustment as described under “Additional Terms of the Notes—Anti-Dilution Adjustments” in the underlying supplement.
Final Value:		With respect to each Underlying, its Closing Price on the Final Valuation Date.
CUSIP/ISIN:		56653LAG0 / US56653LAG05
Form of Notes:		Book-Entry
Listing:		Application has been made for the Notes to be admitted to listing and trading on the Vienna MTF, a multilateral trading facility operated by the Vienna Stock Exchange.
Estimated Initial Value:		The Estimated Initial Value of the Notes is less than the price you pay to purchase the Notes. The Estimated Initial Value does not represent a minimum price at which we or any of our affiliates would be willing to purchase your Notes in the secondary market, if any, at any time. See “Risk Factors — The Estimated Initial Value of the Notes, which was determined by us on the Trade Date, is less than the price to public and may differ from the market value of the Notes in the secondary market, if any.”
Calculation Agent:		Marex Financial, one of our affiliates

PS-5

GENERAL

This document relates to an offering of Notes linked to the Reference Asset. The purchaser of a Note will acquire a senior unsecured debt security of Marex. Although the offering of Notes relates to the Reference Asset, you should not construe that fact as a recommendation as to the merits of acquiring an investment linked to the Reference Asset or any Underlyings or as to the suitability of an investment in the Notes.

You should read this document together with the prospectus dated August 4, 2025 (the “prospectus”), the prospectus supplement dated August 4, 2025 (the “prospectus supplement”) and the ETF Underlying Supplement dated August 4, 2025 (the “underlying supplement”). If the terms of the Notes offered hereby are inconsistent with those described in the accompanying prospectus, prospectus supplement or underlying supplement, the terms described in this document shall control. You should carefully consider, among other things, the matters set forth in “Risk Factors” beginning on page PS-8 of this document, page S-1 of the prospectus supplement and page S-1 of the underlying supplement, as the Notes involve risks not associated with conventional debt securities. We urge you to consult your investment, legal, tax, accounting and other advisors before you invest in the Notes. As used herein, references to the “Issuer”, “Marex”, “we”, “us” and “our” are to Marex Group plc. References to “Fund” or “Worst Performing Fund” in the underlying supplement will be references to “Underlying” or “Worst Performing Underlying” in this document. Certain terms used but not defined herein will have the meanings set forth in the underlying supplement, the prospectus supplement or the prospectus.

You may access the underlying supplement, the prospectus supplement and the prospectus on the SEC website www.sec.gov as follows (or if such address has changed, by reviewing our filing for the relevant date on the SEC website):

^▶  The underlying supplement at: https://www.sec.gov/Archives/edgar/data/1997464/000119312525172158/d95057d424b2.htm

^▶  The prospectus supplement at: https://www.sec.gov/Archives/edgar/data/1997464/000119312525172136/d87748d424b2.htm

^▶  The prospectus at: https://www.sec.gov/Archives/edgar/data/1997464/000119312525172120/d87748d424b3.htm

PS-6

PAYMENTS ON THE NOTES

Call Feature

If the Closing Price of each Underlying is at or above its Call Threshold on any Call Observation Date, the Notes will be automatically called, and you will receive a cash payment, per $1,000 Principal Amount, equal to the Principal Amount plus the applicable Call Premium on the corresponding Call Payment Date.

The Call Premium increases the longer the Notes are outstanding and will be based on the Call Premium Rate of 20.00% per annum or 1.667% per month.

If the Notes are automatically called, they will cease to be outstanding on the related Call Payment Date and you will have no further rights under the Notes after such Call Payment Date. You will not receive any notice from us if the Notes are automatically called.

Payment at Maturity

Unless the Notes are automatically called, on the Maturity Date and for each $1,000 Principal Amount, you will receive a cash payment determined as follows:

If the Reference Return of the Worst Performing Underlying is greater than or equal to 0%:

$1,000 + applicable Call Premium

If the Reference Return of the Worst Performing Underlying is less than 0% but greater than or equal to the Buffer Percentage:

$1,000

If the Reference Return of the Worst Performing Underlying is less than the Buffer Percentage:

$1,000 + [$1,000 × (Reference Return of the Worst Performing Underlying + Buffer Amount)].

In this case, you will lose 1% of the Principal Amount of your Notes for each percentage point that the Reference Return of the Worst Performing Underlying is below the Buffer Percentage. For example, if the Reference Return of the Worst Performing Underlying is -50.00%, you will suffer a 20% loss and receive 80% of the Principal Amount, subject to the credit risk of Marex. If the Reference Return of the Worst Performing Underlying is less than the Buffer Percentage, you will lose some or a significant portion (up to 70.00%) of your investment.

PS-7

INVESTOR SUITABILITY

The Notes may be suitable for you if:

^▶  You are a retail investor outside the EEA and the UK or an institutional buyer (for restrictions on offers or sales to retail investors in the EEA and the UK, please see page ii of the accompanying prospectus supplement).

^▶  You are an investor with the competence (either independently or with the support of a financial advisor) to assess the suitability of this investment based on your individual circumstances.

^▶  You have the necessary knowledge and/or experience with structured products and are prepared to accept the corresponding risks.

^▶  You believe that the Closing Price of each Underlying will be at or above its Call Threshold on at least one of the Call Observation Dates.

^▶  You are willing to invest in the Notes based on the fact that your maximum potential return is limited to the applicable Call Premium payable on the Notes if the Notes are called.

^▶  You do not seek an investment that provides an opportunity to participate in the appreciation of any Underlying.

^▶  You are willing to make an investment that is exposed to the negative Reference Return of the Worst Performing Underlying on a 1-to-1 basis for each percentage point that the Reference Return of the Worst Performing Underlying is below the Buffer Percentage if the Notes are not called.

^▶  You are willing to lose up to 70% of the Principal Amount.

^▶  You understand that the return on the Notes will depend solely on the performance of the Worst Performing Underlying and consequently, the Notes are riskier than alternative investments linked to only one of the Underlyings or linked to a basket composed of the Underlyings.

^▶  You are willing to hold the Notes which will be automatically called on any Call Observation Date on which the Closing Price of each Underlying is at or above its Call Threshold, or you are otherwise willing to hold the Notes to maturity.

^▶  You are willing to forgo periodic interest payments on the Notes, and the dividends or other distributions paid on the Underlyings or any underlying assets held by the Underlyings.

^▶  You do not seek an investment for which there will be an active secondary market.

^▶  You are willing to accept the risk and return profile of the Notes versus a conventional debt security with a comparable maturity issued by Marex or another issuer with a similar credit rating.

^▶  You are comfortable with the creditworthiness of Marex, as Issuer of the Notes.

The Notes may not be suitable for you if:

^▶  You are a retail investor in the EEA or the UK (for restrictions on offers or sales to retail investors in the EEA and the UK, please see page ii of the accompanying prospectus supplement).

^▶  You are an investor without the competence (either independently or with the support of a financial advisor) to assess the suitability of this investment based on your individual circumstances.

^▶  You do not have the necessary knowledge and/or experience with structured products and are not prepared to accept the corresponding risks.

^▶  You believe that the Closing Price of at least one Underlying will be below its Call Threshold on each Call Observation Date, including the Final Valuation Date.

^▶  You are unwilling to invest in the Notes based on the fact that your maximum potential return is limited to the applicable Call Premium payable on the Notes if the Notes are called.

^▶  You seek an investment that provides an opportunity to participate in the appreciation of one or more Underlyings.

^▶  You are unwilling to make an investment that is exposed to the negative Reference Return of the Worst Performing Underlying on a 1-to-1 basis for each percentage point that the Reference Return of the Worst Performing Underlying is below the Buffer Percentage if the Notes are not called.

^▶  You seek an investment that provides full return of principal at maturity.

^▶  You seek exposure to a basket composed of the Underlyings or a similar investment in which the overall return is based on a blend of the performances of the Underlyings, rather than solely on the Worst Performing Underlying.

^▶  You are unable or unwilling to hold the Notes that will be automatically called on any Call Observation Date on which the Closing Price of each Underlying is at or above its Call Threshold, or you are otherwise unable or unwilling to hold the Notes to maturity.

^▶  You prefer to receive periodic interest payments on the Notes, or the dividends or other distributions paid on the Underlyings or any underlying assets held by the Underlyings.

^▶  You seek an investment for which there will be an active secondary market.

^▶  You prefer the lower risk, and therefore accept the potentially lower returns, of conventional debt securities with comparable maturities issued by Marex or another issuer with a similar credit rating.

^▶  You are not willing or are unable to assume the credit risk associated with Marex, as Issuer of the Notes.

PS-8

RISK FACTORS

We urge you to read the section “Risk Factors” beginning on page S-1 of the accompanying prospectus supplement and page S-1 of the accompanying underlying supplement. You should understand the risks of investing in the Notes and should reach an investment decision only after careful consideration, with your advisors, of the suitability of the Notes in light of your particular financial circumstances and the information set forth in this document and the accompanying prospectus, prospectus supplement and underlying supplement. In addition to the risks discussed below, you should review “Risk Factors” in the accompanying prospectus supplement and underlying supplement including the explanation of risks relating to the Notes described in the following sections:

^▶  “—Risks Related to Note Issuances” in the prospectus supplement; and

^▶  “—General risks related to a Fund” in the underlying supplement.

You will be subject to significant risks not associated with conventional fixed-rate or floating-rate debt securities.

Risks Relating to the Structure or Features of the Notes

If the Notes are not called, you may lose some or a substantial portion of the principal at maturity.

If the Notes are not called, you will be exposed to any decrease in the Final Value of the Worst Performing Underlying from the Initial Value beyond the Buffer Amount on a 1:1 basis. Accordingly, if the Notes are not called and the Reference Return of the Worst Performing Underlying is less than the Buffer Percentage, your Payment at Maturity will be less than the Principal Amount of your Notes, and you will lose some or a significant portion (up to 70%) of your investment at maturity.

Your return on the Notes is limited to the Principal Amount plus the applicable Call Premium, regardless of any appreciation in the value of any Underlying.

The payment on the Notes on any Call Payment Date, including the Maturity Date, will not exceed the Principal Amount plus the applicable Call Premium, and any positive return you receive on the Notes will be limited to the applicable Call Premium Rate. If the Notes are called, you will not participate in any appreciation of any Underlying. Therefore, if the appreciation of any Underlying exceeds the applicable Call Premium Rate, the Notes will underperform an investment in securities linked to that Underlying providing full participation in the appreciation. Accordingly, the return on the Notes may be significantly less than the return would be if you made an investment in securities directly linked to the positive performance of the Underlyings.

The Notes are subject to reinvestment risk.

If the Notes are called early, the term of your investment in the Notes may be limited to a period that is shorter than the original term of the Notes and could be as little as approximately 12 months. There is no guarantee that you would be able to reinvest the proceeds from an investment in the Notes at a comparable return for a similar level of risk in the event the Notes are called prior to the Maturity Date.

The amount payable on the Notes is not linked to the values of the Underlyings at any time other than the Call Observation Dates, including the Final Valuation Date.

The payments on the Notes will be based on the Closing Prices of the Underlyings on the Call Observation Dates, including the Final Valuation Date, each subject to postponement for non-trading days and certain Market Disruption Events. Even if the value of each Underlying is greater than or equal to its Call Threshold during the term of the Notes other than on a Call Observation Date but then decreases on a Call Observation Date to a value that is less than its Call Threshold, the Notes will not be called and the applicable Call Premium will not be payable on the relevant Call Payment Date. Similarly, if the Notes are not called, even if the value of the Worst Performing Underlying is greater than or equal to its Buffer Value during the term of the Notes other than on the Final Valuation Date but then decreases on the Final Valuation Date to a value that is less than its Buffer Value, the Payment at Maturity will be less, possibly significantly less, than it would have been had the Payment at Maturity been linked to the value of the Worst Performing Underlying prior to such decrease. Although the actual values of the Underlyings on the Maturity Date or at other times during the term of the Notes may be higher than their respective values on the Call Observation Dates, whether a Call Premium will be payable and the Payment at Maturity will be based solely on the Closing Prices of the Underlyings on the applicable Call Observation Dates.

The Notes are subject to the full risks of the Worst Performing Underlying and will be negatively affected if any Underlying performs poorly, even if the other Underlyings perform favorably.

You are subject to the full risks of the Worst Performing Underlying. If the Worst Performing Underlying performs poorly, you will be negatively affected, even if the other Underlyings perform favorably. The Notes are not linked to a basket

PS-9

composed of the Underlyings, where the better performance of one Underlying could offset the poor performance of the others. Instead, you are subject to the full risks of the Worst Performing Underlying on the Final Valuation Date. As a result, the Notes are riskier than an alternative investment linked to only one of the Underlyings or linked to a basket composed of the Underlyings. You should not invest in the Notes unless you understand and are willing to accept the full downside risks of the Worst Performing Underlying.

The Notes do not pay interest.

You will not receive any interest payments on the Notes. Even if the amount payable on the Notes at maturity or upon an automatic call exceeds the Principal Amount of the Notes, the overall return you earn on the Notes may be less than you would otherwise have earned by investing in a non-indexed debt security of comparable maturity that bears interest at a prevailing market rate. Your investment may not reflect the full opportunity cost to you when you take into account factors that affect the time value of money.

Risks Relating to the Reference Asset

The performance of the Underlyings may be adversely influenced by gold and silver prices, which may change unpredictably and adversely affect the value of the Notes in unforeseeable ways.

Most or all of the securities held by the GDX are issued by companies in the gold and silver mining industry. Although there is no direct correlation between the price of the GDX and gold and silver prices and the price of the GDX are not necessarily representative of gold and silver prices, the price of the GDX may be adversely affected by gold prices and silver prices. The SLV seeks to track the price performance of silver. Those prices are subject to volatile price movements over short periods of time, represent trading in commodities markets, which are substantially different from equities markets, and are affected by numerous factors. These include economic factors, including the structure of and confidence in the global monetary system, expectations of the future rate of inflation, the relative strength of, and confidence in, the U.S. dollar (the currency in which the prices of gold and silver are generally quoted), interest rates and gold and silver borrowing and lending rates, and global or regional economic, financial, political, regulatory, judicial, or other events.

Gold prices and silver prices may also be affected by industry factors such as industrial and jewelry demand, lending, sales and purchases of gold and silver by the official sector, including central banks and other governmental agencies and multilateral institutions which hold gold and silver, levels of gold and silver production and production costs, and short-term changes in supply and demand because of trading activities in the gold and silver markets. It is not possible to predict the aggregate effects of all or any combination of these factors. Any negative developments with respect to these factors may have an adverse effect on gold and silver prices and, as a result, on the prices of the Underlyings. In addition, the value of the Notes may be subject to greater volatility and be more adversely affected by a single economic, political or regulatory occurrence affecting gold and silver prices than a different investment linked to a more broadly diversified group of commodities. All of these factors could adversely affect the prices of the Underlyings and, therefore, the return on the Notes.

A limited number of securities may affect the price of the GDX, and its Underlying Index is not necessarily representative of the gold and silver mining industry.

The number of securities held by the GDX is limited. In addition, a few top securities held by the GDX may constitute a substantial portion of its net assets. Any reduction in the market price of those securities is likely to have a substantial adverse impact on the price of the GDX and the value of the Notes.

While the securities included in the Underlying Index are common stocks, American Depositary Receipts or global depositary receipts of companies generally considered to be involved in various segments of the gold and silver mining industry, the securities included in the Underlying Index may not follow the price movements of the entire gold and silver mining industry generally. If the securities included in the Underlying Index (and, accordingly, the securities held by the GDX) decline in value, the GDX will decline in value even if security prices in the gold and silver mining industry generally increase in value.

The Notes will be subject to small-capitalization or mid-capitalization companies risk.

The GDX may invest in companies that may be considered small-capitalization or mid-capitalization companies. These companies often have greater stock price volatility, lower trading volume and less liquidity than large-capitalization companies and therefore the GDX’s share price may be more volatile than an investment in stocks issued by large-capitalization companies. Stock prices of small-capitalization or mid-capitalization companies are also more vulnerable than those of large-capitalization companies to adverse business and economic developments, and the stocks of small-capitalization or mid-capitalization companies may be thinly traded, making it difficult for the GDX to buy and sell them. In addition, small-capitalization or mid-capitalization companies are typically less stable financially than large-capitalization

PS-10

companies and may depend on a small number of key personnel, making them more vulnerable to loss of personnel. Small-capitalization or mid-capitalization companies are often subject to less analyst coverage and may be in early, and less predictable, periods of their corporate existences. Such companies tend to have smaller revenues, less diverse product lines, smaller shares of their product or service markets, fewer financial resources and less competitive strengths than large-capitalization companies and are more susceptible to adverse developments related to their products. These factors could adversely affect the price of the GDX during the term of the Notes, which may adversely affect the value of your Notes.

The GDX recently changed the index it tracks.

Prior to the close of trading on September 19, 2025, the GDX tracked the NYSE^® Arca Gold Miners Index^®. After the close of trading on such date, the GDX began tracking the MarketVector Global Gold Miners Index (the “Underlying Index”). Any historical information about the performance of the GDX for any period before the close of trading on September 19, 2025 will be during a period in which the GDX tracked a different index, and therefore should not be considered information relevant to how the GDX will perform as it tracks the MarketVector Global Gold Miners Index. In addition, there can be no assurance that the GDX will not further change the underlying index it tracks in the future. This change could have adversely affected, and may continue to adversely affect, the performance of the GDX and, in turn, the return on the Notes.

The performance of an Underlying may not correlate with the performance of its underlying assets as well as the net asset value per share of that Underlying, especially during periods of market volatility.

The performance of an Underlying and that of its underlying assets generally will vary due to, for example, transaction costs, management fees, certain corporate actions, and timing variances. Moreover, it is also possible that the performance of an Underlying may not fully replicate or may, in certain circumstances, diverge significantly from the performance of its underlying assets. This could be due to, for example, an Underlying holding assets that are not related to the underlying assets, the temporary unavailability of certain assets in the secondary market, the performance of any derivative instruments held by an Underlying, differences in trading hours between an Underlying and the underlying assets, or due to other circumstances. This variation in performance is called the “tracking error,” and, at times, the tracking error may be significant.

In addition, because the shares of an Underlying are traded on a securities exchange and are subject to market supply and investor demand, the market price of one share of that Underlying may differ from its net asset value (“NAV”) per share; shares of an Underlying may trade at, above, or below its NAV per share.

During periods of market volatility, certain assets held by an Underlying may be unavailable in the secondary market, market participants may be unable to calculate accurately the NAV per share of that Underlying and the liquidity of that Underlying may be adversely affected. This kind of market volatility may also disrupt the ability of market participants to create and redeem shares of an Underlying. Further, market volatility may adversely affect, sometimes materially, the prices at which market participants are willing to buy and sell shares of an Underlying. As a result, under these circumstances, the market value of shares of an Underlying may vary substantially from the NAV per share of an Underlying.

For the foregoing reasons, the performance of an Underlying may not match the performance of its underlying assets over the same period. Because of this variance, the return on the Notes, to the extent dependent on the performance of an Underlying, may not be the same as an investment directly in the securities, commodities, or other assets held by an Underlying or the same as a debt security with a return linked to the performance of such underlying assets.

General Risk Factors

The Notes are subject to our credit risk.

Marex may partially or wholly fail to meet their obligations under the Notes. Investors should therefore take the creditworthiness of Marex and its subsidiaries into account in their investment decision. Credit risk means the risk of insolvency or illiquidity of an issuer, i.e. a potential, temporary or final inability to fulfil their interest and repayment obligations on time. An increased insolvency risk is typical of issuers that have a low creditworthiness. The payment of any amount due on the Notes is subject to the credit risk of Marex. The Notes are senior unsecured debt obligations of Marex, and are not, either directly or indirectly, an obligation of any third party. Investors are dependent on Marex’s ability to pay all amounts due on the Notes, and therefore investors are subject to the credit risk of Marex and to changes in the market’s view of its creditworthiness.

The Notes are not bank deposits and are not insured or guaranteed by the U.S. Federal Deposit Insurance Corporation, the UK Financial Services Compensation Scheme or any other government or governmental or private agency or deposit protection scheme in any jurisdiction. Investors are dependent on Marex’s ability to pay all amounts due on the Notes,

PS-11

and therefore investors are subject to Marex’s credit risk and to changes in the market’s view of Marex’s creditworthiness. The payment of any amount due on the Notes is not guaranteed by any entity.

The Notes are not insured against loss by any third parties; you can depend only on our earnings and assets for any payments on the Notes.

The Notes will be solely our obligations, and no other entity will have any obligation, contingent or otherwise, to make any payments in respect of the Notes.

The Estimated Initial Value of the Notes, which was determined by us on the Trade Date, is less than the price to public and may differ from the market value of the Notes in the secondary market, if any.

The Estimated Initial Value of the Notes was calculated by us on the Trade Date and is less than the price to public. The Estimated Initial Value reflects our and our affiliates’ internal funding rate, which is the borrowing rate paid to issue market-linked securities, as well as the mid-market value of the embedded derivatives in the Notes. This internal funding rate is typically lower than the rate we would use when we issue conventional fixed or floating rate debt securities. As a result of the difference between our internal funding rate and the rate we would use when we issue conventional fixed or floating rate debt securities, the Estimated Initial Value of the Notes may be lower if it were based on the prices at which our fixed or floating rate debt securities trade in the secondary market. In addition, if we were to use the rate we use for our conventional fixed or floating rate debt issuances, we would expect the economic terms of the Notes to be more favorable to you. We determined the value of the embedded derivatives in the Notes by reference to our or our affiliates’ internal pricing models. These pricing models consider certain assumptions and variables, which can include volatility and interest rates. Different pricing models and assumptions could provide valuations for the Notes that are different from our Estimated Initial Value. These pricing models rely in part on certain forecasts about future events, which may prove to be incorrect. The Estimated Initial Value does not represent a minimum price at which we or any of our affiliates would be willing to purchase your Notes in the secondary market (if any exists) at any time.

The price of your Notes in the secondary market, if any, immediately after the Trade Date is less than the price to public.

The price to public takes into account certain costs. These costs include our affiliates’ projected hedging profits (which may or may not be realized) for assuming risks inherent in hedging our obligations under the Notes, the underwriting discount and the costs associated with structuring and hedging our obligations under the Notes. These costs will be used or retained by us or one of our affiliates, except for underwriting discounts paid to unaffiliated distributors. If you were to sell your Notes in the secondary market, if any, the price you would receive for your Notes may be less than the price you paid for them because secondary market prices will not take into account these costs. The price of your Notes in the secondary market, if any, at any time after issuance will vary based on many factors, including the values of the Underlyings and changes in market conditions, and cannot be predicted with accuracy. The Notes are not designed to be short-term trading instruments, and you should, therefore, be able and willing to hold the Notes to maturity. Any sale of the Notes prior to maturity could result in a loss to you.

If we were to repurchase your Notes immediately after the Original Issue Date, the price you receive may be higher than the Estimated Initial Value of the Notes.

Assuming that all relevant factors remain constant after the Original Issue Date, the price at which MCMI may initially buy or sell the Notes in the secondary market, if any, and the value that may initially be used for customer account statements, if any, may exceed the Estimated Initial Value on the Trade Date for a temporary period expected to be approximately 6 months after the Original Issue Date. This temporary price difference may exist because, in our discretion, we may elect to effectively reimburse to investors a portion of the estimated cost of hedging our obligations under the Notes and other costs in connection with the Notes that we will no longer expect to incur over the term of the Notes. We will make such discretionary election and determine this temporary reimbursement period on the basis of a number of factors, including the tenor of the Notes and any agreement we may have with the distributors of the Notes. The amount of our estimated costs which we effectively reimburse to investors in this way may not be allocated ratably throughout the reimbursement period, and we may discontinue such reimbursement at any time or revise the duration of the reimbursement period after the Original Issue Date of the Notes based on changes in market conditions and other factors that cannot be predicted.

You will not have any ownership interest in any Underlying or any underlying assets held by any Underlying.

As a holder of the Notes, you will not have any ownership interest in any Underlying or any underlying assets held by any Underlying, such as rights to vote, dividend payments or other distributions. Because the return on the Notes will not reflect any dividends on any Underlying or any underlying assets held by any Underlying, the Notes may underperform an investment in one or more Underlyings or any underlying assets held by any Underlying

PS-12

The Notes lack liquidity.

The Notes are a new issue of securities for which there is no established market. Although we will apply for the Notes to be listed for trading on the Vienna MTF, we cannot provide you with any assurance regarding whether the Notes will become or remain listed or whether a trading market for the Notes will develop or as to the liquidity or sustainability of any such market, the ability of holders of the Notes to sell their Notes or the price at which holders may be able to sell their Notes. The listing application will be subject to approval by the Vienna Stock Exchange. There can be no assurance that application for listing and admission to trading will be granted or than an active trading market in the Notes will develop. If such a listing is obtained, we have no obligation to maintain such listing, and we may delist the Notes at any time. In addition, MCMI is not required to offer to purchase the Notes in the secondary market. Even if a secondary market were to develop, it may not provide enough liquidity to allow you to trade or sell the Notes easily. Because other dealers are not likely to make a secondary market for the Notes, the price at which you may be able to trade your Notes is likely to depend on the price, if any, at which MCMI is willing to buy the Notes.

Potential conflicts of interest may exist.

Marex and its affiliates play a variety of roles in connection with the issuance of the Notes, including acting as calculation agent and hedging our obligations under the Notes. Following the occurrence of certain events – relating to the Issuer, the Issuer’s hedging arrangements, the Underlying(s), taxation, the relevant currency or other matters – outside of the Issuer’s control, the calculation agent may determine in its discretion to take one of the actions available to it in order to deal with the impact of such event on the Notes or the Issuer or both. These actions may include (i) adjustment to the terms and conditions of the Notes, (ii) substitution of the Underlying(s) and/or (iii) early redemption or exercise of the Notes. In performing these duties, the economic interests of the calculation agent and other affiliates of ours are potentially adverse to your interests as an investor in the Notes. Any such discretionary determination by the Issuer or the calculation agent could have a negative impact on the value of the Notes. We will not have any obligation to consider your interests as a holder of the Notes in taking any action that might adversely affect the value of your Notes.

Uncertain tax treatment.

For a discussion of the U.S. federal income tax consequences of your investment in a Note, please see the discussion under “U.S. Federal Income Tax Considerations” herein, the discussion under “U.S. Federal Income Tax Considerations” in the accompanying prospectus supplement and the discussion under “Material Tax Considerations — Material U.S. Federal Income Tax Considerations” in the accompanying prospectus.

PS-13

ILLUSTRATIVE EXAMPLES

The following table and examples are provided for illustrative purposes only and are hypothetical. They do not purport to be representative of every possible scenario concerning increases or decreases in the Final Value of any Underlying relative to its Initial Value. We cannot predict the Closing Price of any Underlying on any Call Observation Date, including the Final Valuation Date. The assumptions we have made in connection with the illustrations set forth below may not reflect actual events. You should not take this illustration or these examples as an indication or assurance of the expected performance of any Underlying or return on the Notes. The numbers appearing in the table below and following examples have been rounded for ease of analysis.

The table and examples below illustrate the Payment at Maturity on a $1,000 investment in the Notes for a hypothetical range of Reference Returns of the Worst Performing Underlying from -100% to +200%. The following results are based solely on the assumptions outlined below. The “Hypothetical Return on the Notes” as used below is the number, expressed as a percentage, that results from comparing the Payment at Maturity per $1,000 Principal Amount to $1,000. The potential returns described below assume that the Notes have not been automatically called prior to maturity and are held to maturity. The following table and examples are based on the following terms:

Principal Amount:		$1,000
Call Premium at Maturity:		$1,000 (100.00% of the Principal Amount)
Buffer Percentage:		-30.00%
Buffer Amount:		30.00%

Hypothetical Initial Value of the Worst Performing Underlying:		$100.00
Hypothetical Call Threshold of the Worst Performing Underlying:		$100.00 (100.00% of its Initial Value)
Hypothetical Buffer Value of the Worst Performing Underlying:		$70.00 (70.00% of its Initial Value)

Hypothetical Final Value of the Worst Performing Underlying		Hypothetical Reference Return of the Worst Performing Underlying		Hypothetical Payment at Maturity		Hypothetical Return on the Notes
$300.00		200.00%		$2,000.00(1)		100.00%
$175.00		75.00%		$2,000.00		100.00%
$150.00		50.00%		$2,000.00		100.00%
$125.00		25.00%		$2,000.00		100.00%
$100.00(2)(3)		0.00%		$2,000.00		100.00%
$90.00		-10.00%		$1,000.00		0.00%
$80.00		-20.00%		$1,000.00		0.00%
$70.00		-30.00%(4)		$1,000.00		0.00%
$69.00		-31.00%		$990.00		-1.000%
$60.00		-40.00%		$900.00		-10.000%
$50.00		-50.00%		$800.00		-20.000%
$25.00		-75.00%		$550.00		-45.000%
$10.00		-90.00%		$400.00		-60.000%
$0.00		-100.00%		$300.00		-70.000%

(1) The Payment at Maturity will not exceed the Principal Amount plus the applicable Call Premium.

(2) The hypothetical Initial Value of $100 used in these examples has been chosen for illustrative purposes only. The actual Initial Value of each Underlying is set forth on page PS-4 of this pricing supplement.

(3) This is the hypothetical Call Threshold of the Worst Performing Underlying.

(4) This is the Buffer Percentage.

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The following examples indicate how the Payment at Maturity would be calculated with respect to a hypothetical $1,000 investment in the Notes assuming that the Notes have not been automatically called prior to maturity and are held to maturity.

Example 1: The Reference Return of the Worst Performing Underlying Is 200.00%.

Because the Final Value of the Worst Performing Underlying is greater than or equal to its Call Threshold, the Payment at Maturity would be $2,000.00 per $1,000 Principal Amount, calculated as follows:

$1,000 + applicable Call Premium

= $1,000 + ($1,000 × 100.00%)

= $2,000.00

Example 1 shows that the Payment at Maturity will be fixed at the Principal Amount plus the applicable Call Premium when the Final Value of the Worst Performing Underlying is at or above its Call Threshold, regardless of the extent to which the value of the Worst Performing Underlying increases.

Example 2: The Reference Return of the Worst Performing Underlying Is 25.00%.

Because the Final Value of the Worst Performing Underlying is greater than or equal to its Call Threshold, the Payment at Maturity would be $2,000.00 per $1,000 Principal Amount, calculated as follows:

$1,000 + applicable Call Premium

= $1,000 + ($1,000 × 100.00%)

= $2,000.00

Example 2 shows that the Payment at Maturity will be the Principal Amount plus the applicable Call Premium if the Final Value of the Worst Performing Underlying is at or above its Call Threshold, resulting in a return on the Notes greater than the Reference Return of the Worst Performing Underlying.

Example 3: The Reference Return of the Worst Performing Underlying Is -10.00%.

Because the Final Value of the Worst Performing Underlying is below its Call Threshold but greater than or equal to its Buffer Value, the Payment at Maturity would be $1,000.00 per $1,000 Principal Amount.

Example 3 shows that the Payment at Maturity will equal the Principal Amount when the Final Value of the Worst Performing Underlying is below its Call Threshold but at or above its Buffer Value, although the value of the Worst Performing Underlying has decreased moderately.

Example 4: The Reference Return of the Worst Performing Underlying Is -75.00%.

Because the Final Value of the Worst Performing Underlying is less than its Buffer Value, the Payment at Maturity would be $550.00 per $1,000 Principal Amount, calculated as follows:

$1,000 + [$1,000 × (Reference Return of the Worst Performing Underlying + Buffer Amount)]

= $1,000 + [$1,000 × (-75.00% + 30.00%)]

= $550.00

Example 4 shows that you are exposed on a 1-to-1 basis to any decrease in the value of the Worst Performing Underlying by more than the Buffer Amount. You may lose some or a significant portion (up to 70.00%) of your Principal Amount at maturity.

These examples illustrate that you will not participate in any appreciation of any Underlying, but will be exposed to any decrease in the Worst Performing Underlying beyond the Buffer Amount on a 1:1 basis if the Notes are not called.

PS-15

DESCRIPTION OF THE REFERENCE ASSET

Description of the GDX The GDX is an investment portfolio maintained and managed by VanEck® ETF Trust (the “VanEck Trust”). Van Eck Associates Corporation (“Van Eck”) is the investment adviser to the GDX. The GDX is an exchange-traded fund that is listed and trades on the NYSE Arca under the ticker symbol “GDX.” Information provided to or filed with the SEC by the VanEck Trust pursuant to the Securities Act and the Investment Company Act can be located by reference to SEC file numbers 333-123257 and 811-10325, respectively, through the SEC’s website at http://www.sec.gov. In addition, information regarding the GDX may be obtained from other sources including, but not limited to, the GDX website, press releases, newspaper articles and other publicly disseminated documents. None of us, MLPF&S or BofAS makes any representation that such publicly available documents or any other publicly available information regarding the GDX is accurate or complete. Investment Objective and Strategy The GDX seeks to provide investment results that correspond generally to the price and yield performance, before fees and expenses, of the MarketVector Global Gold Miners Index. The Underlying Index is designed to track the overall performance of companies involved in the gold mining industry. The Underlying Index was developed by and published by MarketVector Indexes GmbH. The Underlying Index is reported by Bloomberg under the ticker symbol “MVGDX.” Prior to the close of trading on September 19, 2025, the GDX tracked the NYSE® Arca Gold Miners Index®.		Historical Performance of the GDX The following graph sets forth the historical performance of the GDX based on the daily historical closing prices from January 1, 2021 through January 14, 2026. We obtained the closing prices below from Bloomberg L.P. (“Bloomberg”). We have not undertaken any independent review of, or made any due diligence inquiry with respect to, the information obtained from Bloomberg.
The historical values of the GDX should not be taken as an indication of its future performance, and no assurance can be given as to the Closing Price of the GDX on any Call Observation Date, including the Final Valuation Date.

PS-16

Description of the SLV The SLV seeks to reflect generally the price of silver before the payment of its expenses and liabilities. The assets of the SLV consist primarily of silver held by the custodian on behalf of the SLV. The shares of the SLV represent units of fractional undivided beneficial interest in and ownership of the SLV. Shares of this Underlying are listed and trade on the NYSE Arca under the symbol “SLV.” For more information about this Underlying, see “Reference Sponsors and Funds—iShares® Silver Trust” on page S-67 of the accompanying underlying supplement.		Historical Performance of the SLV The following graph sets forth the historical performance of the SLV based on the daily historical closing prices from January 1, 2021 through January 14, 2026. We obtained the closing prices below from Bloomberg. We have not undertaken any independent review of, or made any due diligence inquiry with respect to, the information obtained from Bloomberg.
The historical values of the SLV should not be taken as an indication of its future performance, and no assurance can be given as to the Closing Price of the SLV on any Call Observation Date, including the Final Valuation Date.

PS-17

SUPPLEMENTAL PLAN OF DISTRIBUTION (CONFLICTS OF INTEREST)

We have appointed MCMI, an affiliate of Marex, as the agent for the sale of the Notes. Pursuant to the terms of a distribution agreement, MCMI will purchase the Notes from Marex at the price to public less the underwriting discount set forth on the cover page of this pricing supplement for distribution to other registered broker-dealers or will offer the Notes directly to investors. MCMI has offered the Notes at the price to public set forth on the cover page of this document. MCMI will use the underwriting discount to pay selling concessions or fees (including custodial or clearing fees) to other registered broker-dealers.

An affiliate of Marex has paid or may pay in the future an amount to broker-dealers in connection with the costs of the continuing implementation of systems to support the Notes. We or one of our affiliates may pay a fee to one or more broker dealers for providing certain services with respect to this offering, which may reduce the economic terms of the Notes to you.

In addition, MCMI or another of our affiliates or agents may use this pricing supplement in market-making transactions after the initial sale of the Notes, but is under no obligation to make a market in the Notes and may discontinue any market-making activities at any time without notice.

See “Supplemental Plan of Distribution (Conflicts of Interest)” on page S-61 in the prospectus supplement.

Delivery of the Notes will be made against payment for the Notes on the Original Issue Date set forth on the inside cover page of this document, which is more than one business day following the Trade Date. Under Rule 15c6-1 under the Securities Exchange Act of 1934, trades in the secondary market generally are required to settle in one business day, unless the parties to that trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes more than one business day prior to the Original Issue Date will be required to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement, and should consult their own advisors.

U.S. FEDERAL INCOME TAX CONSIDERATIONS

The U.S. federal income tax consequences of each holder’s investment in the Notes are uncertain. There are no Treasury Regulations, published rulings or judicial decisions addressing the treatment for U.S. federal income tax purposes of securities with terms that are substantially the same as the Notes. By purchasing the Notes, each holder agrees (in the absence of a change in law, an administrative determination or a judicial ruling to the contrary) to treat each Note as a pre-paid executory contract for U.S. federal income tax purposes. In the opinion of our counsel, Mayer Brown LLP, it would generally be reasonable to treat the Notes as pre-paid executory contracts in respect of the Underlyings for U.S. federal income tax purposes.

In addition, subject to the discussion below regarding section 1260 of the Code, a U.S. Holder should generally recognize capital gain or loss upon redemption, sale or maturity or other taxable disposition of such holder’s Notes in an amount equal to the difference between the amount realized at such time and such holder’s tax basis in such Notes. In general, a U.S. Holder’s tax basis in the Notes will equal the holder’s cost for the Notes. Such gain or loss should generally be long-term capital gain or loss if a U.S. Holder has held the Notes for more than one year (otherwise such gain or loss should be short-term capital gain or loss if held for one year or less). The deductibility of capital losses is subject to limitations. U.S. Holders should consult their tax advisors regarding this risk.

The U.S. federal income tax consequences of a U.S. Holder’s investment in the Notes are uncertain and the Internal Revenue Service could assert that the Notes should be taxed in a manner that is different from that described above. Please see the discussion in the accompanying prospectus supplement under “U.S. Federal Income Tax Considerations” and in particular the discussion under “U.S. Federal Income Tax Considerations — U.S. Holders — Certain Notes Treated as a Put Option and a Deposit or an Executory Contract — Certain Notes Treated as Executory Contracts” and the discussion in the accompanying prospectus under “Material Tax Considerations — Material U.S. Federal Income Tax Considerations”.

Section 1260 of the Code sets forth rules which are applicable to what it refers to as “constructive ownership transactions.” Due to the manner in which it is drafted, the precise applicability of section 1260 of the Code to any particular transaction is often uncertain. Because the Underlyings are pass-thru entities for purposes of section 1260 of the Code, it is possible that U.S. Holders will be subject to the “constructive ownership” rules of section 1260 of the Code. In general, a “constructive ownership transaction” includes a contract under which an investor will receive payment equal to or credit for the future value of any equity interest in a “pass-thru entity” (such as interests in the Underlying (the “Underlying Interests”)). Under the “constructive ownership” rules, if an investment in a note is treated as a “constructive ownership transaction,” any long-term capital gain recognized by a U.S. Holder in respect of the note will be recharacterized as ordinary income to the extent such gain exceeds the amount of “net underlying long-term capital gain” (as defined in section 1260 of the Code) of the U.S. Holder determined as if the U.S. Holder had acquired the Underlying Interests on the original issue date of the note at fair market value and sold them at fair market value on the maturity date (if the note was held until the maturity date) or on the date of sale or other taxable disposition of the note (if the note was sold or exchanged prior to the maturity date) (the “Excess Gain”). In addition, all or a portion of any long-term capital gain that a U.S. Holder would otherwise recognize in respect of the notes up to the amount of the “net underlying long-term capital gain” could, if the U.S. Holder is an individual or other non-corporate investor, be subject to tax at the higher rates applicable to “collectibles” instead of the general rates that apply to long-term capital gain. Furthermore, an interest charge will also apply to any deemed underpayment of tax in respect of any Excess Gain to the extent such gain would have resulted in gross income inclusion for the U.S. Holder in taxable years prior to the taxable year of the sale, exchange or maturity of the note (assuming such

PS-18

income accrued at a constant rate equal to the applicable federal rate as of the date of redemption sale or maturity of the note). Furthermore, unless otherwise established by clear and convincing evidence, the “net underlying long-term capital gain” is treated as zero.

Non-U.S. Holders should review the discussion in the accompanying prospectus supplement under “U.S. Federal Income Tax Considerations — Non-U.S. Holders” for a discussion of the U.S. federal income tax consequences applicable to Non-U.S. Holders.

A “dividend equivalent” payment is treated as a dividend from sources within the United States and such payments generally would be subject to a 30% U.S. withholding tax if paid to a Non-U.S. Holder. Under Treasury Regulations, payments (including deemed payments) with respect to equity-linked instruments (“ELIs”) that are “specified ELIs” may be treated as dividend equivalents if such specified ELIs reference an interest in an “underlying security,” which is generally any interest in an entity taxable as a corporation for U.S. federal income tax purposes if a payment with respect to such interest could give rise to a U.S. source dividend. However, IRS guidance provides that withholding on dividend equivalent payments will not apply to specified ELIs that are not delta-one instruments and that are issued before January 1, 2027. We expect that the delta of the Notes will not be one, and therefore, we expect that Non-U.S. Holders should not be subject to withholding on dividend equivalent payments, if any, under the Notes. However, it is possible that the Notes could be treated as deemed reissued for U.S. federal income tax purposes upon the occurrence of certain events affecting an Underlying or the Notes, and following such occurrence the Notes could be treated as subject to withholding on dividend equivalent payments. Non-U.S. Holders that enter, or have entered, into other transactions in respect of an Underlying or the Notes should consult their tax advisors as to the application of the dividend equivalent withholding tax in the context of the Notes and their other transactions. If any payments are treated as dividend equivalents subject to withholding, we (or an applicable withholding agent) would be entitled to withhold taxes without being required to pay any additional amounts with respect to amounts so withheld.

PROSPECTIVE PURCHASERS OF THE NOTES SHOULD CONSULT THEIR TAX ADVISORS AS TO THE TAX CONSEQUENCES OF THE ABOVE DESCRIBED CHARACTERIZATION OF THE NOTES AND ANY POSSIBLE ALTERNATIVE CHARACTERIZATIONS OF THE NOTES FOR U.S. FEDERAL INCOME TAX PURPOSES. PROSPECTIVE PURCHASERS OF NOTES SHOULD CONSULT THEIR TAX ADVISORS AS TO THE FEDERAL, STATE, LOCAL, AND OTHER TAX CONSEQUENCES TO THEM OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF NOTES.

VALIDITY OF THE NOTES

In the opinion of Mayer Brown LLP, as counsel to the Issuer, when this pricing supplement has been attached to, and duly notated on, the master global note that represents the Notes pursuant to the Indenture referred to in the prospectus, and such Notes have been delivered against payment as contemplated herein, such Notes will be valid, binding and enforceable obligations of the Issuer, entitled to the benefits of the Indenture, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability (including, without limitation, concepts of good faith, fair dealing and the lack of bad faith). This opinion is given as of the date hereof and is limited to the laws of the State of New York and the federal laws of the United States of America. Insofar as this opinion involves matters governed by English law, Mayer Brown LLP has relied, with the Issuer’s permission, on the opinion of Mayer Brown International LLP, dated as of August 4, 2025, filed as an exhibit to the Registration Statement by the Issuer on August 4, 2025, and this opinion is subject to the same assumptions, qualifications and limitations as set forth in such opinion of Mayer Brown International LLP. This opinion is subject to customary assumptions about the Trustee’s authorization, execution and delivery of the Indenture and the genuineness of signatures and to such counsel’s reliance on the Issuer and other sources as to certain factual matters, all as stated in the legal opinion dated August 4, 2025, which has been filed as Exhibit 5.2 to the Issuer’s Registration Statement on Form F-3 dated August 4, 2025.

PS-19

FAQ

What are Marex Group (MRX) Autocallable Buffered Notes in this 424B2?

The Notes are senior unsecured debt of Marex Group plc with a $1,000 principal amount each, linked to the worst-performing of the VanEck Gold Miners ETF (GDX) and the iShares Silver Trust (SLV), and scheduled to mature on January 22, 2031.

How does the autocall feature work on the Marex MRX gold and silver linked notes?

On each Call Observation Date, if the Closing Price of both GDX and SLV is at or above 100% of their Initial Values, the Notes are automatically called and pay back the $1,000 principal plus a Call Premium based on a 20.00% per annum rate, rising over time up to a 100.00% premium at the final valuation.

What downside protection and loss potential do these Marex MRX notes offer?

The Notes provide a 30.00% Buffer Amount: if at maturity the worst-performing ETF is down by 30% or less, investors receive their full $1,000 principal. If it is down more than 30%, the payment is reduced 1% for each percentage point below the buffer, with losses up to 70.00% of principal possible.

Do the Marex Group Autocallable Buffered Notes pay interest?

No. The Notes do not pay periodic interest. Any return comes only from the Call Premium if the Notes are automatically called or from the final payment at maturity, which may be more than, equal to, or less than the $1,000 principal amount.

What is the Estimated Initial Value versus the price to public for the Marex MRX notes?

The Estimated Initial Value on the pricing date is $981.40 per Note, which is less than the $1,000 price to the public. This reflects Marex’s internal funding rate and the value of embedded derivatives, and may differ from any secondary market value.

Where might the Marex Autocallable Buffered Notes trade after issuance?

Application has been made for the Notes to be admitted to listing and trading on the Vienna Multilateral Trading Facility (Vienna MTF), a multilateral trading facility operated by the Vienna Stock Exchange, although listing and active trading are not assured.

What are key risks highlighted for investors in the Marex Group MRX structured notes?

Key risks include potential loss of up to 70.00% of principal if the worst-performing ETF falls more than 30%, no interest payments, dependence on Marex’s creditworthiness, possible limited liquidity, and that the Notes’ return is capped at the Call Premium even if the ETFs rise substantially.