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.
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