Marex Group (MRX) sets July 1 effective date for Bermuda redomiciliation

Rhea-AI Filing Summary

Marex Group plc has received approval from the High Court of Justice of England and Wales for its scheme of arrangement to redomicile the group under a new Bermuda holding company, Marex Group Limited. This court approval follows shareholder approval granted on May 21, 2026.

Under the scheme, expected to take effect on July 1, 2026, each existing Marex ordinary share will be cancelled and replaced with one ordinary share of the new Bermuda entity on a one-for-one basis. Trading in the current Marex shares on Nasdaq is expected to end on June 30, 2026, with the new Marex shares beginning to trade under the same ticker, MRX, and a new CUSIP on July 1, 2026.

Insights

Equity analyst – corporate actions

Marex is executing a court-approved redomiciliation using a 1:1 share swap.

Marex Group plc has secured High Court approval for a UK scheme of arrangement that places a Bermuda company, Marex Group Limited, at the top of its corporate structure. Shareholders previously backed this move, indicating alignment around the new holding location.

The transaction uses a straightforward one-for-one share exchange, so headline ownership stakes remain unchanged. Existing Nasdaq trading in Marex ordinary shares is expected to cease on June 30, 2026, with the new Bermuda shares trading as MRX from July 1, 2026.

The filing highlights typical forward-looking statement risks, including the possibility that conditions to the redomiciliation are not satisfied or unexpected costs arise. Execution of the scheme around the July 1, 2026 effective date will determine when the new structure is fully in place.

Key Figures

Court approval date: June 26, 2026 Shareholder approval date: May 21, 2026 Share exchange ratio: 1 new share for 1 old share +3 more

6 metrics

Court approval date June 26, 2026 High Court approval of scheme of arrangement

Shareholder approval date May 21, 2026 Marex shareholders approved the Scheme

Share exchange ratio 1 new share for 1 old share Conversion of Marex ordinary shares into New Marex ordinary shares

Last trading day of old shares June 30, 2026 Marex ordinary shares on Nasdaq Global Select Market

New shares trading start July 1, 2026 New Marex ordinary shares begin trading as MRX with new CUSIP

Year-end for referenced 20-F December 31, 2025 Risk factors cited from Annual Report on Form 20-F

Key Terms

scheme of arrangement, Redomiciliation, High Court of Justice of England and Wales, Companies Act 2006, +1 more

5 terms

scheme of arrangement regulatory

"received approval from the High Court of Justice of England and Wales of a statutory scheme of arrangement under Part 26 of the Companies Act 2006"

A scheme of arrangement is a legal agreement between a company and its shareholders or creditors to reorganize or settle debts, often to avoid bankruptcy or make big changes. It’s like a carefully planned handshake that everyone agrees to, helping the company stay afloat or improve its financial health.

Redomiciliation regulatory

"Marex Group Limited, a Bermuda exempted company limited by shares will become the parent holding company of the Marex group (the “Redomiciliation”)"

Redomiciliation is when a company legally changes its country of incorporation while keeping the same business and assets, like moving a house to a new neighborhood but keeping the same furniture. Investors care because the company then follows a different set of laws and tax rules, which can change shareholder rights, reporting standards, dividend treatment and the ease of trading the stock, potentially affecting risk and return.

High Court of Justice of England and Wales regulatory

"received approval from the High Court of Justice of England and Wales of a statutory scheme of arrangement"

The High Court of Justice of England and Wales is a senior court that decides major civil disputes and reviews government or regulatory decisions. Its rulings can determine contract enforcement, corporate liabilities, intellectual property rights and the validity of regulatory actions — like a referee whose calls can change who wins or loses in big business fights. Investors watch it because its decisions can affect a company’s legal risk, costs and share value.

Companies Act 2006 regulatory

"a statutory scheme of arrangement under Part 26 of the Companies Act 2006"

forward-looking statements regulatory

"This Form 6-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

FAQ

What did Marex Group plc (MRX) announce in its June 2026 Form 6-K?

Marex Group plc reported High Court approval for its redomiciliation scheme. The UK court cleared a scheme of arrangement that will place a Bermuda company, Marex Group Limited, as the new parent holding company, following earlier shareholder approval.

How will Marex Group plc (MRX) shares be exchanged under the redomiciliation?

Each existing Marex ordinary share will be swapped one-for-one into a new Bermuda share. On the effective date, current Marex shares are cancelled and shareholders receive one ordinary share of Marex Group Limited for every Marex ordinary share held.

When is Marex Group plc’s (MRX) redomiciliation expected to become effective?

The scheme and redomiciliation are expected to become effective on July 1, 2026. That date is described as the effective date, subject to conditions for implementing the approved scheme of arrangement being satisfied.

How will Nasdaq trading change for Marex Group plc (MRX) after the redomiciliation?

Trading in existing Marex ordinary shares on Nasdaq is expected to end June 30, 2026. New Marex Group Limited ordinary shares are expected to begin trading on July 1, 2026 under the same MRX ticker but a new CUSIP.

Does the Marex Group plc (MRX) redomiciliation change shareholder ownership percentages?

The filing describes a one-for-one share exchange, preserving proportional ownership. Each Marex ordinary share converts into one New Marex ordinary share, meaning investors retain equivalent relative stakes under the new Bermuda holding structure.

What risks to the Marex Group plc (MRX) redomiciliation does the company highlight?

Marex notes risks around satisfying conditions to the proposed redomiciliation. The company cites potential unanticipated difficulties or costs and refers investors to risk factors in its Form 20-F for the year ended December 31, 2025.

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

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

Add on Google Not now

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

Available on EDGAR 06/26/2026 - 04:09 PM Accepted by SEC EDGAR 06/26/2026 - 04:08 PM 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 June 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 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 ☐

Court Approval of the Scheme of Arrangement and Redomiciliation

On June 26, 2026, Marex Group plc (“Marex”), received approval from the High Court of Justice of England and Wales of a statutory scheme of arrangement under Part 26 of the Companies Act 2006 (the “Scheme”), previously approved by Marex’s shareholders on May 21, 2026. Pursuant to the Scheme, as previously disclosed, Marex Group Limited, a Bermuda exempted company limited by shares (“New Marex”) will become the parent holding company of the Marex group (the “Redomiciliation”). The Scheme is expected to become effective, and the Redomiciliation is expected to be consummated, on July 1, 2026 (the “Effective Date”).

On the Effective Date, each Marex ordinary share (the “Marex Ordinary Shares”) will be cancelled, and holders will receive one ordinary share of New Marex (the “New Marex Ordinary Shares”) for each Marex Ordinary Share held.

Subject to completion of the Scheme, it is expected that the last day of trading of Marex Ordinary Shares on the Nasdaq Global Select Market will be June 30, 2026, and the New Marex Ordinary Shares are expected to begin trading under the same ticker symbol (MRX) and new CUSIP number G5T40M104 on the Nasdaq Global Select Market on July 1, 2026.

Forward-Looking Statements

This Form 6-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this Form 6-K that do not relate to matters of historical fact should be considered forward-looking statements, including without limitation the expected effective date of the Scheme. In some cases, these forward-looking statements can be identified by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “would,” “is/are likely to” or other similar expressions.

These forward-looking statements are subject to risks, uncertainties and assumptions, some of which are beyond our control. In addition, these forward-looking statements reflect our current views with respect to future events and are not a guarantee of future performance. Actual outcomes may differ materially from the information contained in the forward-looking statements as a result of a number of factors, including, without limitation, our ability to satisfy the conditions to the Proposed Redomiciliation on the expected timeframe, or at all, and the occurrence of unanticipated difficulties or costs in connection with the Proposed Redomiciliation, and other risks discussed under the caption “Risk Factors” in our Annual Report on Form 20-F for the year-ended December 31, 2025, filed with the Securities and Exchange Commission (the “SEC”) and our other reports filed with the SEC.

The forward-looking statements made in this Form 6-K relate only to events or information as of the date on which the statements are made in this Form 6-K. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.

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 plc (Registrant)
By:		/s/ Robert Irvin
Name:		Robert Irvin
Title:		Chief Financial Officer

Dated: June 26, 2026