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Marex Group (MRX) details Bermuda authorised share capital increase

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
6-K/A

Rhea-AI Filing Summary

Marex Group Limited filed an amended Form 6-K to add Exhibit 99.6, its Bermuda Memorandum of Association and related share capital documentation. The Bermuda Registrar of Companies certified that a Memorandum of Increase of Share Capital for Marex was delivered on July 1, 2026 under the Companies Act 1981. The filing records that the company is an exempted company limited by shares with unrestricted objects and powers, including the ability to issue redeemable preference shares and hold treasury shares. It also shows the USD authorised share capital changing from 0.003102 to 151,159.825641, reflecting an increase of 151,159.822539 in authorised capital.

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USD authorised share capital before increase 0.003102 Recorded in Memorandum of Increase of Share Capital
USD authorised share capital after increase 151,159.825641 Authorised share capital as increased on July 1, 2026
USD authorised share capital increase amount 151,159.822539 Increase in authorised capital under Companies Act 1981
GBP authorised share capital 0.000938 GBP share capital stated with no increase
Initial subscriber shares 1 share Shares subscribed by Compass Administration Services Ltd.
Bermuda registration number 202505104 Marex Group Limited company number in Bermuda
Memorandum of Association regulatory
"Exhibit 99.6 Memorandum of Association The Companies Act 1981"
A memorandum of association is a foundational legal document that creates a company and sets out its basic identity and powers — such as its name, purpose, share structure and the extent of owners’ liability. For investors it matters because it defines who can own what, what the company is allowed to do, and the limits on shareholder rights and protections; think of it as the company’s birth certificate and rulebook that affects ownership, risk and governance.
Exempted Company regulatory
"General details Type of company Exempted Company Name Marex Group Limited"
Authorised share capital financial
"Authorised share capital 0.003102 Increase by 151,159.822539"
The maximum number of shares a company is legally allowed to create under its founding documents. Think of it like the size of an empty container: it sets the upper limit on how many ownership pieces the company can hand out, which matters to investors because it controls how easily a company can raise cash, dilute existing owners, or change voting power without a formal legal change.
treasury shares financial
"has the power to acquire its own shares to be held as treasury shares"
Treasury shares are a company’s own stock that it has repurchased and keeps on its books instead of canceling or leaving in the hands of outside investors. Think of them like coupons a business puts back in a drawer: they don’t vote or receive dividends while held, but they can be reissued later for employee pay or fundraising. For investors this matters because buybacks change the number of shares that count toward earnings and ownership, can boost per‑share metrics, and use corporate cash that might otherwise go to growth or dividends.
Companies Act 1981 regulatory
"The Companies Act 1981 CERTIFICATE OF DEPOSIT OF INCREASE OF SHARE CAPITAL"
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FAQ

What is Marex Group Limited (MRX) changing in this Form 6-K/A?

Marex Group Limited is amending a prior Form 6-K solely to add Exhibit 99.6, which furnishes its Bermuda Memorandum of Association and related share capital increase documentation from the Registrar of Companies, without altering the rest of the original report.

What does the Bermuda Registrar certify for Marex Group Limited (MRX)?

The Bermuda Registrar of Companies certifies that a Memorandum of Increase of Share Capital for Marex Group Limited was delivered on July 1, 2026, confirming a formal increase of the company’s authorised share capital under section 45(3) of the Companies Act 1981.

How much did Marex Group Limited (MRX) increase its USD authorised share capital?

The documentation shows Marex Group Limited’s USD authorised share capital increasing from 0.003102 to 151,159.825641, representing an increase of 151,159.822539 in authorised capital as recorded in the Memorandum of Increase of Share Capital filed in Bermuda.

What type of company is Marex Group Limited (MRX) under Bermuda law?

Marex Group Limited is classified as an exempted company limited by shares under the Bermuda Companies Act 1981, with unrestricted objects and powers, including issuing redeemable preference shares, purchasing its own shares, and holding repurchased shares as treasury shares.

Does the Marex Group Limited (MRX) memorandum mention subscriber information?

Yes. The memorandum lists Compass Administration Services Ltd. as a subscriber with Bermudian status, initially subscribing for one share, and includes declarations that member liability is limited to any unpaid amounts on their shares under the company’s limited-by-shares structure.
 
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 6-K/A

(Amendment No. 1)

 

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO SECTION 13A-16 OR 15D-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of July 2026

Commission File Number: 001-42020

 

 

MAREX GROUP LIMITED

(Translation of registrant’s name into English)

 

 

 

155 Bishopsgate

London EC2M 3TQ

United Kingdom

+44 20 7655 6000

 

140 East 45th Street, 10th Floor

New York, New York 10017

(212) 618-2800

(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒   Form 40-F ☐

 

 
 


EXPLANATORY NOTE

This Amendment No. 1 to the Report on Form 6-K originally furnished by Marex Group Limited with the Securities and Exchange Commission on July 1, 2026 (the “Original 6-K”) is being filed solely for the purpose of furnishing Exhibit 99.6. Except as set forth herein, the remainder of the Original Form 6-K remains unchanged.

EXHIBIT INDEX

The following exhibits are furnished as part of this Form 6-K:

 

Exhibit
No.
   Description
99.1    Amended and Restated Bye-Laws of Marex Group Limited, adopted on July 1, 2026.
99.2    Marex Group Limited Global Omnibus Plan.
99.3    Marex Group Limited Employee Share Purchase Plan.
99.4    Marex Group Limited Long Term Incentive Plan.
99.5    Press Release dated July 1, 2026.
99.6*    Memorandum of Association of Marex Group Limited, as amended.

 

*

Furnished herewith.

 

2


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Marex Group Limited

 

By:  

/s/ Robert Irvin

Name:   Robert Irvin
Title:   Chief Financial Officer

Dated: July 8, 2026

Exhibit 99.6

 

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Memorandum of Association The Companies Act 1981 Section 7(1) and (2) Marex Group Limited (202505104) Filing Date 03-0ct-2025 09:05:01 General details Type of company Exempted Company Name Marex Group Limited Entity type Company Limited By Shares Objects and provisions The objects for which the Company is formed and incorporated are unrestricted only Yes Provisions regarding the powers of the Company (i) has the powers of a natural person; (ii) subject to Section 42 of the Companies Act 1981 (the “Act”), has the power to issue preference shares which at the option of the holders thereof are liable to be redeemed; (iii) has the power to purchase its own shares in accordance with the provisions of Section 42A of the Act; (iv) has the power to acquire its own shares to be held as treasury shares in accordance with the provisions of Section 42B of the Act. Subscribers Subscriber 1 Entity Name Compass Administration Services Ltd. Registration Number 31594 Has Bermudian status Yes


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Number of shares 1 Shareholdings Currency USD - United States Dollar Authorised share capital 2.00 Declarations The liability of the members of the Company is limited to the amount (if any) for the time being unpaid on the shares respectively held by them. Yes The subscribers listed in this application respectively agreed to take such number of shares of the Company as may be allotted to them respectively by the provisional directors of the Company, not exceeding the number of shares for which they have respectively subscribed, and to satisfy such calls as may be made by the directors, provisional directors or promoters of the Company in respect of the shares allotted to them respectively. Yes Submitted By COMPASS ADMINISTRATION SERVICES LTD. CAMILLA HALL


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BERMUDA, CRAWFORD HOUSE, 50 CEDAR AVENUE, HAMILTON, PEMBROKE, HM 11


LOGO

Registration No. 202505104 GOVERNMENT OF BERMUDA Registrar of Companies The Companies Act 1981 CERTIFICATE OF DEPOSIT OF MEMORANDUM OF INCREASE OF SHARE CAPITAL THIS IS TO CERTIFY that a Memorandum of Increase of Share Capital of Marex Group Limited was delivered to the Registrar of Companies on the 1st day of July 2026 in accordance with section 45(3) of the Companies Act 1981 (the “Act”). Kenneth Joaquin Registrar of Companies 1st day of July 2026


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Memorandum of Increase of Share Capital The Companies Act 1981 Marex Group Limited (202505104) Filing Date 01-Jul-2026 08:57:29 Shareholdings Changed Currency GBP - United Kingdom Pound Authorised share capital 0.000938 Increase by 0.00 Authorised share capital 0.000938 as increased Changed Currency USD - United States Dollar Authorised share capital 0.003102 Increase by 151,159.822539 Authorised share capital 151,159.825641 as increased Submitted By COMPASS ADMINISTRATION SERVICES LTD. CAMILLA HALL BERMUDA, CRAWFORD HOUSE, 50 CEDAR AVENUE, HAMILTON, PEMBROKE, HM 11

Filing Exhibits & Attachments

1 document