Marex issues $500M 5.680% notes due 2031

Marex Group plc has issued $500,000,000 of 5.680% Senior Notes due 2031 in a completed public debt offering.

Rhea-AI Filing Summary

Marex Group plc has issued $500,000,000 of 5.680% Senior Notes due 2031 in a completed public debt offering. The notes are senior unsecured obligations paying 5.680% interest in cash each April 21 and October 21, starting October 21, 2026, and maturing on April 21, 2031.

The company plans to use the net proceeds for working capital, to fund incremental growth and for other general corporate purposes. Marex may redeem the notes early at a make-whole price before March 21, 2031, or at 100% of principal plus accrued interest on or after that date. Holders can require a 101% repurchase plus accrued interest if a Change of Control Triggering Event occurs, and a future Bermuda holding company is expected to assume the notes as part of a proposed group reorganization.

Insights

Debt capital markets analyst

Marex raises $500M via fixed‑rate senior notes to fund growth and general needs.

Marex Group plc has completed a public offering of $500,000,000 in 5.680% Senior Notes due 2031. The notes are general senior unsecured obligations under an existing indenture structure, which is typical for institutional debt issuance.

The fixed coupon of 5.680%, paid semiannually, locks in funding costs to April 21, 2031. The filing states proceeds will support working capital, incremental growth and other corporate purposes, indicating broad balance sheet and growth financing rather than a single earmarked project.

Early redemption terms allow a make‑whole call before March 21, 2031 and par redemption thereafter, while a Change of Control Triggering Event gives investors a 101% put. The proposed redomiciliation to Bermuda contemplates a new parent assuming the notes, so subsequent disclosures around that reorganization will clarify the ultimate obligor while keeping the current economic terms.

Key Figures

Senior Notes issued: $500,000,000 aggregate principal amount Coupon rate: 5.680% per year Maturity date: April 21, 2031 +3 more

6 metrics

Senior Notes issued $500,000,000 aggregate principal amount 5.680% Senior Notes due April 21, 2031

Coupon rate 5.680% per year Interest on Senior Notes, subject to rating-based adjustment

Maturity date April 21, 2031 Final maturity of 5.680% Senior Notes

Interest payment dates April 21 and October 21 Semiannual cash interest, starting October 21, 2026

Change of control repurchase price 101% of principal Plus accrued and unpaid interest upon Change of Control Triggering Event

Par call date On or after March 21, 2031 Redeemable at 100% of principal plus accrued interest

Key Terms

Senior Notes, Indenture, make-whole redemption price, Change of Control Triggering Event, +1 more

5 terms

Senior Notes financial

"public offering of $500,000,000 in aggregate principal amount of the Company’s 5.680% Senior Notes due 2031"

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

Indenture financial

"The Notes were issued pursuant to a Senior Indenture, dated as of October 15, 2024"

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

make-whole redemption price financial

"prior to March 21, 2031, at a certain “make-whole” redemption price (as set forth in the Indenture)"

The make-whole redemption price is the amount an issuer pays to buy back debt early that compensates bondholders for the interest they will miss out on. It is usually calculated by taking the present value of the remaining scheduled payments, discounted at a specified rate (often a Treasury yield plus a spread), sometimes with a small premium — like refunding a prepaid service by reimbursing the remaining value today. It matters because it determines how much bondholders receive if the debt is called and affects the issuer’s cost of early repayment.

Change of Control Triggering Event financial

"If a “Change of Control Triggering Event” (as defined in the Indenture) occurs, holders may require the Company to make an offer"

A change of control triggering event is a corporate transaction or shift—such as a merger, sale of a majority of shares, or a new party gaining board control—that automatically activates specific contractual rights or penalties. Investors care because these triggers can accelerate debt repayment, alter executive compensation, terminate agreements, or prompt buyouts, and those outcomes can materially affect a company’s value, cash flow and stock price like a sudden change in who runs or owns a household.

Registration Statement on Form F-3 regulatory

"The Notes were sold pursuant to the Company’s Registration Statement on Form F-3 (File No. 333-286884)"

A registration statement on Form F-3 is a streamlined filing used by eligible foreign companies to register securities for sale in the U.S., often as a “shelf” that lets them offer shares quickly when market conditions are right. For investors it matters because it signals that the company can raise capital on short notice—potentially increasing liquidity but also the risk of share dilution if new stock is issued—similar to a company keeping a pre-approved credit line ready to use.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Marex Group plc (MRX) issue in this Form 6-K?

Marex Group plc completed a public offering of $500,000,000 aggregate principal amount of 5.680% Senior Notes due 2031. These are senior unsecured debt securities issued under its existing indenture structure with Citibank, N.A. acting as trustee.

What is the interest rate and payment schedule on Marex (MRX) 5.680% Senior Notes?

The notes carry a 5.680% annual interest rate, paid in cash each April 21 and October 21. Interest payments start on October 21, 2026 and continue until maturity on April 21, 2031, with adjustments possible based on specified credit ratings.

When do Marex Group (MRX) 5.680% Senior Notes mature and what are the call terms?

The notes mature on April 21, 2031. Marex may redeem them before March 21, 2031 at a make-whole redemption price, and on or after March 21, 2031 at 100% of principal plus accrued and unpaid interest through the redemption date.

How will Marex Group plc (MRX) use the $500,000,000 note proceeds?

Marex intends to use the net proceeds from the $500,000,000 Senior Notes for working capital, to fund incremental growth, and for other general corporate purposes. The filing does not allocate specific amounts to individual projects or transactions.

What investor protections apply to Marex (MRX) notes if control changes?

If a Change of Control Triggering Event occurs, noteholders can require Marex to repurchase all or part of their notes at 101% of principal plus accrued interest. This change-of-control put helps protect investors if the company’s ownership or control structure shifts.

How does Marex’s proposed redomiciliation affect the 5.680% Senior Notes?

In connection with the proposed redomiciliation to Bermuda and group reorganization, a new Bermuda parent holding company is expected to assume the notes. Upon assumption, it would succeed to and be substituted for Marex Group plc as issuer and obligor under the notes and indenture.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 6-K: How Foreign Companies Report to the SEC →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 04/21/2026 - 04:06 PM EDT Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO SECTION 13A-16 OR 15D-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of April 2026

Commission File Number: 001-42020

MAREX GROUP PLC

(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 Office)

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

Issuance of 5.680% Senior Notes due 2031

On April 21, 2026, Marex Group plc (the “Company”) completed its previously announced public offering (the “Offering”) of $500,000,000 in aggregate principal amount of the Company’s 5.680% Senior Notes due 2031 (the “Notes”), pursuant to an underwriting agreement (the “Underwriting Agreement”), dated April 16, 2026, among the Company and Goldman Sachs & Co. LLC, Jefferies LLC and J.P. Morgan Securities LLC, as joint book-runners and underwriters.

The Notes were issued pursuant to a Senior Indenture, dated as of October 15, 2024 (the “Base Indenture”), as supplemented by the Third Supplemental Indenture, dated as of April 21, 2026 (the “Third Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), between the Company and Citibank, N.A., as trustee. The Notes bear interest at a rate of 5.680% per year, payable in cash on April 21 and October 21 of each year, commencing on October 21, 2026. The interest payable on the Notes is subject to adjustment from time to time based on the credit ratings assigned by specific rating agencies to the Notes, as described in the Indenture. The Notes will mature on April 21, 2031. The Company intends to use the net proceeds from the sale of the Notes for working capital, to fund incremental growth and for other general corporate purposes.

The Company may redeem some or all of the Notes at any time or from time to time for cash (i) prior to March 21, 2031, at a certain “make-whole” redemption price (as set forth in the Indenture) and (ii) on or after March 21, 2031, at 100% of the principal amount of such Notes plus accrued and unpaid interest thereon to, but excluding, the redemption date. Subject to certain limitations specified in the Indenture, if at any time 75% or more of the aggregate principal amount of the Notes originally issued have been redeemed or purchased by the Company and cancelled pursuant to the Indenture, the Company may redeem all of the remaining outstanding Notes at a redemption price equal to 100% of the principal amount of Notes being redeemed, plus any accrued and unpaid interest to, but excluding, the redemption date.

If a “Change of Control Triggering Event” (as defined in the Indenture) occurs, holders may require the Company to make an offer, to the holders of the Notes, to repurchase all or any part of their Notes at a price of 101% of the then-outstanding principal amount of the Notes being repurchased, plus any accrued and unpaid interest to, but excluding, the date of repurchase.

A holding company of the “Group” (defined as Marex Group plc, together with its consolidated subsidiaries as a consolidated entity) may, without the consent of the holders of the Notes, assume the Company’s obligations under the Notes and the Indenture, and succeed to, and be substituted for, the Company under the Notes and the Indenture. As previously reported, on March 26, 2026, the Company announced its proposal to change the legal domicile of its parent holding company to Bermuda from England and Wales (the “Proposed Redomiciliation”) and reorganize the Group. The principal objective of the Proposed Redomiciliation is to simplify the Group’s corporate structure and regulatory framework and reduce administrative burdens. If approved by the requisite shareholder, court and regulatory approvals, the Proposed Redomiciliation will result in the reorganization of all Group subsidiaries into four regional sub-groups (U.K., U.S., EMEA and Rest of World) under the new Bermuda parent holding company (“New ParentCo”). In connection with the proposed redomiciliation, we expect New ParentCo to assume the Notes and, upon such assumption, succeed to and be substituted for Marex Group plc, as obligor under and issuer of the Notes.

The Notes are general senior unsecured obligations of the Company.

The Indenture contains customary covenants, such as maintenance of office or agency and payment of additional amounts. The Notes and the Indenture contain customary events of default, including failure to pay principal or interest, breach of covenants and certain bankruptcy events, all subject to terms, including notice and cure periods, as set forth in the Indenture.

The Notes were sold pursuant to the Company’s Registration Statement on Form F-3 (File No. 333-286884), which became effective automatically upon filing with the Commission, in accordance with Rule 462(e) of the Securities Act of 1933, as amended.

2

The foregoing description of the Underwriting Agreement, the Base Indenture, the Third Supplemental Indenture, the Notes and other documents relating to this transaction does not purport to be complete and is qualified in its entirety by reference to the full text of these securities and documents, forms or copies of which are attached as exhibits to this Current Report on Form 6-K and are incorporated herein by reference.

3

EXHIBIT INDEX

The following exhibits are filed as part of this Form 6-K, in connection with the issuance of the Notes, pursuant to the Bank’s registration statement on Form F-3 (File No. 333-286884).

Exhibit No.		Description
1.1		Underwriting Agreement dated April 16, 2026
4.1		Senior Indenture dated as of October  15, 2024 between Marex Group plc and Citibank, N.A. as trustee (incorporated by reference to Exhibit 4.1 to Marex Group plc’s registration statement on Form F-1 (File No. 333-282656) filed with the SEC on October 22, 2024)
4.2		Third Supplemental Indenture, dated as of April  21, 2026, to the Senior Indenture dated as of October 15, 2024 between Marex Group plc and Citibank, N.A. as trustee
4.3		Form of 5.680% Senior Notes due 2031 (included in Exhibit 4.2 above)
5.1		Opinion of Mayer Brown International LLP
5.2		Opinion of Mayer Brown LLP
23.1		Consent of Mayer Brown International LLP (included in Exhibit 5.1)
23.2		Consent of Mayer Brown LLP (included in Exhibit 5.2)

4

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 plc (Registrant)
						By:		/s/ Robert Irvin
						Name:		Robert Irvin
						Title:		Chief Financial Officer
Dated:		April 21, 2026

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-1.1 EX-1.1 191.4 KB
• EX-4.2 EX-4.2 190.1 KB
• EX-5.1 EX-5.1 105.7 KB
• EX-5.2 EX-5.2 11.8 KB