Bitcoin ETF-linked notes from Marex (NASDAQ: MRX) cap returns, add buffer

Rhea-AI Filing Summary

Marex Group plc is offering autocallable capped leveraged buffered notes linked to the iShares Bitcoin Trust ETF, a fund that tracks the price of bitcoin. Each Note has a $1,000 principal amount, a 150% upside participation rate, a maximum return of 75%, and a 25% downside buffer, so losses begin if the ETF falls more than 25% from its initial level and can reach up to 75% of principal.

The Notes may be automatically called on February 11, 2027 if the ETF’s closing price on February 8, 2027 is at or above 100% of its initial value, paying back principal plus at least a 14% call premium. If not called and held to February 3, 2028, repayment depends on the ETF’s final level under the stated payoff formulas. The Notes pay no interest, are senior unsecured debt of Marex, and are expected to have an estimated initial value between $930 and $980 per $1,000 Note. Application has been made to list them on the Vienna MTF, and investors are exposed both to Marex’s credit risk and to the significant volatility and regulatory risks associated with bitcoin.

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

The information in this preliminary pricing supplement is not complete and may be changed. This preliminary pricing supplement and the accompanying underlying supplement, prospectus supplement and prospectus are not an offer to sell these securities and we are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion, Dated January 16, 2026

Pricing Supplement dated    , 2026

(To ETF Underlying Supplement dated August 4, 2025,

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

Marex Group plc

$    Autocallable Capped Leveraged Buffered Notes Linked to the iShares^® Bitcoin Trust ETF due February 3, 2028

^▶  Callable at the Principal Amount plus the Call premium of at least 14.00% of the Principal Amount (to be determined on the Trade Date) if the Closing Price of the iShares^® Bitcoin Trust ETF (the “Reference Asset”) on the Call Observation Date on February 8, 2027 is at or above the Call Threshold (100% of its Initial Value)

^▶  If the Notes are not called, at maturity:

^○  1.5x upside exposure to any increases in the Reference Asset, subject to a Maximum Return of 75.00%

^○  Return of principal if the price of the Reference Asset does not change or decreases by no more than 25.00%

^○  1-to-1 downside exposure to any decrease in the Reference Asset beyond a 25.00% decline, with up to 75.00% of the principal at risk

^▶  Term: Approximately 2 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 Capped Leveraged 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.

Investors should be knowledgeable about the risks associated with cryptocurrencies and digital assets because the Reference Asset seeks to reflect generally the performance of the price of bitcoin and therefore the Notes involve significant risks in investments tracking cryptocurrencies. Bitcoin has historically exhibited high price volatility relative to more traditional asset classes and has experienced extreme volatility in recent periods and may continue to do so, which may increase the volatility of the Reference Asset.

Investment in the Notes involves certain risks. You should refer to “Risk Factors” beginning on page PS-7 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 expected to be between $930.00 and $980.00 per Note, which will be 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” beginning on page PS-3 and “Risk Factors” beginning on page PS-7 of this document for additional information.

		Price to Public		Underwriting Discount (1)		Proceeds to Issuer
Per Note		$1,000.00
Total

⁽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 up to $5.00 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-14 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 iShares® Bitcoin Trust ETF (Bloomberg symbol: IBIT)
Trade Date:		January 30, 2026
Pricing Date:		January 30, 2026
Original Issue Date:		February 4, 2026
Final Valuation Date:		January 31, 2028, subject to adjustment as described under “Additional Terms of the Notes—Valuation Dates” in the accompanying underlying supplement.
Maturity Date:		February 3, 2028, 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 the Reference Asset is at or above its Call Threshold on the 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 Call Premium on the corresponding Call Payment Date.

Call Observation Date, Call Payment Date, Call Premium and Call Threshold:		Call Observation Date		Call Payment Date		Call Premium (as  % of the Principal Amount)		Call Threshold (as  % of the Initial Value)
		February 8, 2027		February 11, 2027		At least 14.00%*		100.00%

		* To be determined on the Trade Date.
Payment at Maturity:		Unless the Notes are automatically called, for each $1,000 Principal Amount, you will receive a cash payment on the Maturity Date, calculated as follows: If the Reference Return is greater than zero, the lesser of: (a) $1,000 + ($1,000 × Reference Return × Upside Participation Rate); and (b) $1,000 + ($1,000 × Maximum Return). If the Reference Return is less than or equal to zero but greater than or equal to the Buffer Percentage: $1,000. If the Reference Return is less than the Buffer Percentage: $1,000 + [$1,000 × (Reference Return + Buffer Amount)]. In this case, you will lose 1% of the Principal Amount of your Notes for each percentage point that the Reference Return is below the Buffer Percentage. For example, if the Reference Return is -50.00%, you will suffer a 25% loss and receive 75% of the Principal Amount, subject to the credit risk of Marex. If the Reference Return is less than the Buffer Percentage, you will lose some or a significant portion (up to 75.00%) of your investment.
Upside Participation Rate		150.00% (1.5x)
Maximum Return:		75.00%
Buffer Percentage:		-25.00%
Buffer Amount:		25.00%
Reference Return:		The quotient, expressed as a percentage, calculated as follows: Final Value – Initial Value Initial Value

PS-2

Initial Value:		The Closing Price of the Reference Asset on the Pricing Date, subject to adjustment as described under “Additional Terms of the Notes—Anti-Dilution Adjustments” in the underlying supplement.
Final Value:		The Closing Price of the Reference Asset on the Final Valuation Date.
CUSIP/ISIN:		56653LAL9 / US56653LAL99
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 expected to be 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. The Estimated Initial Value will be calculated on the Trade Date and will be set forth in the pricing supplement to which this document relates. See “Risk Factors — The Estimated Initial Value of the Notes, which will be determined by us on the Trade Date, is expected to be 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

The Trade Date, the Pricing Date and the other dates set forth above are subject to change, and will be set forth in the pricing supplement relating to the Notes.

PS-3

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. We reserve the right to withdraw, cancel or modify this offering and to reject orders in whole or in part. 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 asset held by the Reference Asset 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-7 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. 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

We are using this document to solicit from you an offer to purchase the Notes. You may revoke your offer to purchase the Notes at any time prior to the time at which we accept your offer by notifying MCMI. We reserve the right to change the terms of, or reject any offer to purchase, the Notes prior to their issuance. In the event of any material changes to the terms of the Notes, we will notify you.

PS-4

PAYMENT ON THE NOTES

Call Feature

If the Closing Price of the Reference Asset is at or above its Call Threshold on the 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 Call Premium on the Call Payment Date.

Payment at Maturity

Unless the Notes are automatically called, on the Maturity Date, for each $1,000 Principal Amount of the Notes, we will pay you the Payment at Maturity, which is an amount in cash, calculated as follows:

If the Reference Return is greater than zero, the lesser of:

(a) $1,000 + ($1,000 × Reference Return × Upside Participation Rate); and

(b) $1,000 + ($1,000 × Maximum Return).

If the Reference Return is less than or equal to zero but greater than or equal to the Buffer Percentage:

$1,000 (zero return).

If the Reference Return is less than the Buffer Percentage:

$1,000 + [$1,000 × (Reference Return + Buffer Amount)].

In this case, you will lose 1% of the Principal Amount of your Notes for each percentage point that the Reference Return is below the Buffer Percentage. For example, if the Reference Return is -50.00%, you will suffer a 25% loss and receive 75% of the Principal Amount, subject to the credit risk of Marex. If the Reference Return is less than the Buffer Percentage, you will lose some or a significant portion (up to 75%) of your investment.

Interest

The Notes will not pay interest.

PS-5

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 seek (i) the Call Premium, which will be payable if the Closing Price of the Reference Asset on the Call Observation Date is greater than or equal to the Call Threshold; or (ii) an investment with an enhanced return linked to the potential positive performance of the Reference Asset and you believe that the value of the Reference Asset will increase moderately over the term of the Notes.

^▶  You are willing to invest in the Notes based on the Maximum Return of 75.00%, which may limit your return on the Notes.

^▶  You are willing to make an investment that is exposed to the negative Reference Return on a 1-to-1 basis for each percentage point that the Reference Return is below the Buffer Percentage.

^▶  You are willing to lose up to 75.00% of the Principal Amount.

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

^▶  You are willing to forgo the dividends or other distributions paid on the Reference Asset or the assets held by the Reference Asset.

^▶  You understand and are willing to accept the risk of exposure to the Reference Asset.

^▶  You do not seek current income from your investment.

^▶  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 (i) the Closing Price of the Reference Asset will be less than the Call Threshold on the Call Observation Date; and (ii) the Reference Return will be negative or the Reference Return will not be sufficiently positive to provide you with your desired return.

^▶  You are unwilling to invest in the Notes based on the Maximum Return of 75.00%, which may limit your return at maturity.

^▶  You are unwilling to make an investment that is exposed to the negative Reference Return on a 1-to-1 basis for each percentage point that the Reference Return is below the Buffer Percentage.

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

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

^▶  You prefer to receive the dividends or other distributions paid on the Reference Asset or the assets held by the Reference Asset.

^▶  You do not understand and/or are unwilling to accept the risk of exposure to the Reference Asset.

^▶  You seek current income from your investment.

^▶  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-6

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

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 from the Initial Value beyond the Buffer Amount on a 1:1 basis. Accordingly, if the Notes are not called and the Reference Return 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 75%) of your investment at maturity.

Your return on the Notes will be limited to the Call Premium or the Maximum Return, as applicable, regardless of any appreciation in the value of the Reference Asset.

If the Notes are called prior to maturity, the return on the Notes will equal the Call Premium. If the Notes are not called, you will not participate in any appreciation in the value of the Reference Asset (as multiplied by the Upside Participation Rate) beyond the Maximum Return. As a result, you will not receive a return on the Notes greater than the Call Premium or the Maximum Return, as applicable, regardless of any appreciation in the value of the Reference Asset, which may be significant. Accordingly, the return on the Notes may be significantly less than the return on a direct investment in the assets held by the Reference Asset.

The Notes may be called prior to the Maturity Date, and the Notes are subject to reinvestment risk.

If the Notes are called early, the holding period could be as little as approximately 6 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 value of the Reference Asset at any time other than on the Call Observation Date and the Final Valuation Date.

The payment on the Notes will be based on the Closing Price of the Reference Asset on the Call Observation Date and the Final Valuation Date, each subject to postponement for non-trading days and certain Market Disruption Events. Even if the value of the Reference Asset increases during the term of the Notes other than on the Call Observation Date and the Final Valuation Date but decreases on those days to a value that is less than the Initial Value, the Notes will not be automatically called and the Payment at Maturity will be less, possibly significantly less, than it would have been had the payment on the Notes been linked to the value of the Reference Asset other than such decrease. Although the actual value of the Reference Asset on the Maturity Date or at other times during the term of the Notes may be higher than the Closing Price of the Reference Asset on the Call Observation Date and the Final Valuation Date, the payment on the Notes will be based solely on the Closing Price of the Reference Asset on the Call Observation Date and the Final Valuation Date.

The Notes will not bear interest.

As a holder of the Notes, you will not receive interest payments.

Risks Relating to the Reference Asset

The Reference Asset is not an investment company or commodity pool and will not be subject to regulation under the Investment Company Act of 1940, as amended, or the Commodity Exchange Act.

Accordingly, you will not benefit from any regulatory protections afforded to persons who invest in regulated investment companies or commodity pools.

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

The performance of the Reference Asset 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 the Reference Asset 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, the Reference Asset holding assets that are not related to the underlying assets, the temporary unavailability of certain assets in the secondary market, the

PS-7

performance of any derivative instruments held by the Reference Asset, differences in trading hours between the Reference Asset and its 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.

Additionally, there is a risk that part or all of the Reference Asset’s holdings in its underlying asset could be lost, stolen or destroyed. Access to the Reference Asset’s underlying asset could also be restricted by natural events (such as an earthquake) or human actions (such as a terrorist attack or cyberattack). All of these factors may lead to a lack of correlation between the performance of the Reference Asset and its underlying asset.

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

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

For the foregoing reasons, the performance of the Reference Asset 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 the Reference Asset, may not be the same as an investment directly in its underlying assets or the same as a debt security with a return linked to the performance of such underlying asset.

Single digital asset prices tend to be more volatile than, and may not correlate with, the prices of digital assets generally.

Because the Reference Asset holds a single digital asset, not a diverse basket or a broad-based index, the Reference Asset’s underlying asset may not correlate to the price of digital assets generally and may diverge significantly from the prices of digital assets generally. Consequently, the Notes carry greater risk and may be more volatile than securities linked to the values of a diverse basket or a broad-based index. Furthermore, bitcoin has historically exhibited high price volatility relative to more traditional asset classes and has experienced extreme volatility in recent periods and may continue to do so, which may increase the volatility of the Reference Asset. In addition, the Reference Asset’s volatility can change significantly over the term of the Notes. These factors may negatively affect the performance of the Reference Asset and the Notes.

The Notes are subject to risks relating to bitcoin and the bitcoin network.

The Reference Asset offers exposure to bitcoin. Bitcoin is a digital asset designed to act as a medium of exchange and does not represent legal tender. Use of bitcoin in the retail and commercial marketplace is relatively limited. Bitcoin generally operates without central authority or banks and is not backed by any government or organized governing body. Digital assets such as bitcoin are new and novel products, and their value is influenced by a wide variety of factors that are uncertain and difficult to evaluate. Information about bitcoin holdings is limited, as ownership of bitcoin is semi-anonymous and the supply of accessible bitcoin is unknown.

Bitcoin is an emerging asset class, and regulation in the United States is still developing, including with respect to market integrity, anti-fraud, anti-manipulation, cybersecurity, surveillance and anti-money laundering. Federal, state and/or foreign governments may restrict the use and exchange of bitcoin and any such regulatory actions may adversely affect the value of bitcoin. Bitcoin and the bitcoin network face significant challenges to scaling. Bitcoin has been and may continue to be subject to extreme market volatility.

Competition from other digital assets or so-called “central bank digital currencies” could adversely affect the value of bitcoin. Political or economic crises may motivate large-scale sales of bitcoin, which could result in a reduction in the prices of bitcoin and adversely affect an investment in the Notes. Concerns about the perceived or actual environmental or other risks associated with, or bad publicity regarding, bitcoin may lead to decreased participation in the bitcoin network or decreased interest in or use of bitcoin, which could adversely affect the value of bitcoin and therefore the value of and return on the Notes.

The value of bitcoin may fall sharply, and potentially to zero, causing you to lose a significant portion or all of your principal amount at maturity. If bitcoin continues to be subject to sharp fluctuations, the Reference Asset and the Notes may be adversely affected. The value of bitcoin could be adversely affected by the actions of bitcoin miners. Your investment in the Notes could also be adversely affected by a temporary or permanent “fork” (or “split”) of the bitcoin network and the blockchain, with one version running pre-modified software and the other running modified software. Even when held indirectly, investment vehicles like the Reference Asset may be affected by the high volatility associated with bitcoin exposure. Bitcoin is susceptible to theft, loss, destruction and fraud.

Bitcoin exchanges and other trading venues on which bitcoin trades are also relatively new and, in most cases, largely unregulated and may therefore be more exposed to operational problems, fraud and failure than established, regulated exchanges for securities, derivatives and other currencies. Bitcoin exchanges may stop operating or permanently shut down due to fraud, technical glitches, internet disruptions, hackers or malware (e.g., intentional network attacks), which may also affect the price of bitcoin. Events that negatively affect bitcoin may negatively affect the performance of the Reference Asset and the Notes.

PS-8

The Reference Asset has limited trading history.

The Reference Asset commenced trading on The Nasdaq Stock Market LLC on January 11, 2024 and therefore has limited historical performance. Accordingly, there is very limited trading history available for the Reference Asset upon which you can evaluate its prior performance.

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, 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 payment 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 will be determined by us on the Trade Date, is expected to be 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 will be calculated by us on the Trade Date and is expected to be less than the price to public. The Estimated Initial Value will reflect 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 will determine 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 expected to be 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 value of the Reference Asset 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 3 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

PS-9

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 the Reference Asset or its underlying assets.

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

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 Reference Asset, 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 Reference Asset 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-10

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 relative to the Initial Value. We cannot predict the Closing Price of the Reference Asset at any time during the term of the Notes, including the Call Observation Date and 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 the Reference Asset 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 Reference Asset from -100% to +100%. 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 assume the following:

Principal Amount:		$1,000
Hypothetical Initial Value:		$100.00
Maximum Return:		75.00%
Upside Participation Rate:		150.00%
Buffer Percentage:		-25.00%
Buffer Amount:		25.00%

Hypothetical Final Value		Hypothetical Reference Return		Hypothetical Payment at Maturity		Hypothetical Return on the Notes
$200.00		100.00%		$1,750.00		75.00%
$180.00		80.00%		$1,750.00		75.00%
$160.00		60.00%		$1,750.00		75.00%
$150.00		50.00%		$1,750.00		75.00%(1)
$140.00		40.00%		$1,600.00		60.00%
$120.00		20.00%		$1,300.00		30.00%
$110.00		10.00%		$1,150.00		15.00%
$105.00		5.00%		$1,075.00		7.50%
$100.00(2)		0.00%		$1,000.00		0.00%
$90.00		-10.00%		$1,000.00		0.00%
$80.00		-20.00%		$1,000.00		0.00%
$75.00		-25.00%(3)		$1,000.00		0.00%
$70.00		-30.00%		$950.00		-5.00%
$60.00		-40.00%		$850.00		-15.00%
$40.00		-60.00%		$650.00		-35.00%
$20.00		-80.00%		$450.00		-55.00%
$0.00		-100.00%		$250.00		-75.00%

(1) The return on the Notes cannot exceed the Maximum Return.

(2) The hypothetical Initial Value of $100 used in these examples has been chosen for illustrative purposes only, and does not represent a likely actual Initial Value of the Reference Asset.

(3) This is the Buffer Percentage.

PS-11

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 Is 100.00%.

Because the Reference Return multiplied by the Upside Participation Rate exceeds the Maximum Return, the Payment at Maturity would be $1,750.00 per $1,000 Principal Amount, calculated as follows:

$1,000 + ($1,000 × Maximum Return)

= $1,000 + ($1,000 × 75.00%)

= $1,750.00

Example 1 shows that the return on the Notes will not exceed the Maximum Return, regardless of the extent to which the value of the Reference Asset increases.

Example 2: The Reference Return Is 5.00%.

Because the Reference Return multiplied by the Upside Participation Rate does not exceed the Maximum Return, the Payment at Maturity would be $1,075.00 per $1,000 Principal Amount, calculated as follows:

$1,000 + ($1,000 × Reference Return × Upside Participation Rate)

= $1,000 + ($1,000 × 5.00% × 150%)

= $1,075.00

Example 2 shows that the Notes provide a leveraged return if the positive Reference Return multiplied by the Upside Participation Rate does not exceed the Maximum Return.

Example 3: The Reference Return Is -5.00%.

Because the Reference Return is less than or equal to zero but greater than or equal to the Buffer Percentage, 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 if the Reference Return is less than or equal to zero but greater than or equal to the Buffer Percentage, although the value of the Reference Asset has decreased moderately.

Example 4: The Reference Return Is -80.00%.

Because the Reference Return is less than the Buffer Percentage, the Payment at Maturity would be $450.00 per $1,000 Principal Amount, calculated as follows:

$1,000 + [$1,000 × (Reference Return + Buffer Amount)]

= $1,000 + [$1,000 × (-80.00% + 25.00%)]

= $450.00

Example 4 shows that you are exposed on a 1-to-1 basis to any decrease in the value of the Reference Asset by more than the Buffer Amount. You will lose some or a significant portion (up to 75.00%) of your investment.

PS-12

DESCRIPTION OF THE REFERENCE ASSET

The Reference Asset seeks to provide investment results that, before expenses, correspond generally to the price and yield performance of bitcoin. For more information about the Reference Asset, see “Reference Sponsors and Funds—The iShares® Bitcoin Trust ETF” beginning on page S-36 of the accompanying underlying supplement.		Historical Performance of the Reference Asset The following graph sets forth the historical performance of the Reference Asset based on the daily historical closing prices from January 11, 2024, the date when the Reference Asset began trading, through January 15, 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 Reference Asset should not be taken as an indication of its future performance, and no assurance can be given as to the Closing Price of the Reference Asset on the Call Observation Date or the Final Valuation Date.

PS-13

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 the pricing supplement to which this document relates, for distribution to other registered broker-dealers or will offer the Notes directly to investors. MCMI proposes to offer 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 the pricing supplement to which this document relates 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.

We expect that delivery of the Notes will be made against payment for the Notes on or about 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 Reference Asset for U.S. federal income tax purposes.

In addition, subject to the discussion in the accompanying prospectus supplement 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”.

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.

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.

PS-14

FAQ

What is Marex Group (MRX) offering in this 424B2 filing?

Marex Group plc is offering Autocallable Capped Leveraged Buffered Notes linked to the iShares Bitcoin Trust ETF. These are senior unsecured debt securities whose return depends on the ETF’s performance rather than on fixed interest payments.

How do the Marex bitcoin-linked notes calculate returns at maturity?

If the Notes are not called and the Reference Return is positive, holders receive the lesser of a leveraged amount using a 150% upside participation rate or a cap equal to a 75% maximum return on principal. If the Reference Return is between 0% and the -25% buffer percentage, investors get back their $1,000 principal. Below the buffer, principal is reduced 1% for each percentage point drop beyond -25%, up to a 75% loss.

When can the Marex notes be automatically called and what is paid?

The Notes can be automatically called if, on the Call Observation Date of February 8, 2027, the ETF’s closing price is at or above 100% of its initial value. In that case, on the Call Payment Date of February 11, 2027, investors receive the $1,000 principal per Note plus a call premium of at least 14% of principal.

Do the Marex Autocallable Capped Leveraged Buffered Notes pay interest?

No. The Notes do not pay periodic interest. Investor returns come solely from the amount paid if the Notes are automatically called or from the Payment at Maturity, which is determined by the ETF’s performance relative to its initial value.

What are the main risks of these Marex notes linked to the iShares Bitcoin Trust ETF?

Key risks include exposure to bitcoin’s high price volatility, potential losses of up to 75% of principal if the ETF falls sharply, a cap on upside at the call premium or maximum return, and no interest payments. Investors also face Marex’s credit risk, possible liquidity limits in secondary trading, and the evolving and uncertain regulatory environment for bitcoin.

Where will the Marex bitcoin-linked notes trade and what is their estimated initial value?

Application has been made for the Notes to be admitted to listing and trading on the Vienna MTF operated by the Vienna Stock Exchange. The Estimated Initial Value on the pricing date is expected to be between $930.00 and $980.00 per $1,000 Note, which is less than the price to the public and may differ from secondary market values.

How does the buffer work on Marex’s bitcoin ETF-linked notes?

The Notes include a 25% buffer. If the ETF’s Reference Return at final valuation is between 0% and -25%, investors receive back their full $1,000 principal. If the ETF’s decline exceeds -25%, principal is reduced dollar-for-dollar with further losses, so, for example, a -50% Reference Return would result in a 25% loss and a payment of $750 per $1,000 Note.