Marex issues U.S.$500m hybrid notes at 7.7%

Marex Group plc has completed an offering of U.S.$500 million perpetual subordinated resettable fixed rate notes, described as hybrid perpetual securities.

Rhea-AI Filing Summary

Marex Group plc has completed an offering of U.S.$500 million perpetual subordinated resettable fixed rate notes, described as hybrid perpetual securities. The notes are expected to receive 100% equity credit from S&P following Marex’s proposed Bermuda redomiciliation.

Marex intends to use the net proceeds for general corporate purposes, including funding the purchase of any or all of its outstanding U.S.$100,000,000 13.250% fixed rate reset perpetual subordinated contingent convertible notes via a tender offer announced on 1 June 2026 and for acquisitions. The new notes are priced at 7.7%, compared to the previous AT1 issuance at 13.25%, which management highlights as evidence of progress and investor confidence.

Insights

Capital structure and credit analyst

Marex refinances with U.S.$500m hybrid notes at a lower 7.7% coupon.

Marex Group plc completed an Offering of U.S.$500 million perpetual subordinated resettable fixed rate notes, described as hybrid perpetual securities. Management expects these notes to receive 100% equity credit from S&P after the company’s proposed Bermuda redomiciliation.

Proceeds are earmarked for general corporate purposes, including funding the purchase of up to U.S.$100,000,000 of existing 13.250% perpetual subordinated contingent convertible notes via a tender offer and for acquisitions. The new securities carry a 7.7% coupon versus the prior 13.25% AT1 issuance, indicating materially cheaper hybrid capital based on the figures disclosed.

The CEO also cites strong oversubscription and participation from both longstanding and new investors, framing this as confidence in Marex’s business and redomiciliation strategy. Future filings and rating actions will clarify how the expected equity credit and refinancing affect reported leverage and ongoing funding costs.

Key Figures

Hybrid notes size: U.S.$500 million New notes coupon: 7.7% Prior AT1 coupon: 13.25% +2 more

5 metrics

Hybrid notes size U.S.$500 million Perpetual subordinated resettable fixed rate notes Offering

New notes coupon 7.7% Coupon on new hybrid perpetual securities

Prior AT1 coupon 13.25% Coupon on previous AT1 issuance referenced by CEO

Existing notes targeted U.S.$100,000,000 Outstanding 13.250% perpetual subordinated contingent convertible notes

Existing notes rate 13.250% Fixed rate on outstanding contingent convertible notes

Key Terms

perpetual subordinated resettable fixed rate notes, hybrid perpetual securities, contingent convertible notes, tender offer, +2 more

6 terms

perpetual subordinated resettable fixed rate notes financial

"completed its offering of U.S.$500 million perpetual subordinated resettable fixed rate notes"

A perpetual subordinated resettable fixed rate note is a debt instrument that pays a set interest rate, has no fixed maturity date, ranks below other creditors if the issuer fails, and includes predefined moments when the issuer can change (reset) the interest terms. Like a long-running loan whose interest rate can be retuned, it typically offers higher income to compensate for greater risk of loss in bankruptcy and for possible changes in future payments, so investors must weigh yield against repayment and rate-change risk.

hybrid perpetual securities financial

"We are pleased to have successfully issued $500m of hybrid perpetual securities"

A hybrid perpetual security is a long-lasting financial instrument that blends features of a bond and a share: it typically pays regular coupons like a loan but has no fixed maturity date and can absorb losses like equity if the issuer is struggling. Think of it as a very long-term loan that behaves sometimes like stock — investors get higher income but accept greater risk because payments can be skipped and the claim ranks behind regular creditors. That trade-off matters to investors assessing yield, credit strength and how quickly they could recover money if the issuer runs into trouble.

contingent convertible notes financial

"fixed rate reset perpetual subordinated contingent convertible notes pursuant to the tender offer"

Contingent convertible notes are loans a company issues that automatically convert into shares or have their value reduced if a specific financial trigger is met, such as the issuer’s capital falling below a set level. They matter to investors because they pay higher interest than ordinary bonds but carry the extra risk that the loan can become equity or be cut in value in a crisis—like a lender’s loan that can turn into partial ownership if the borrower gets into trouble.

tender offer financial

"pursuant to the tender offer announced by Marex on 1 June 2026"

A tender offer is a proposal made by a person or company to buy shares from existing shareholders at a set price, usually higher than the current market value, within a specific time frame. It matters to investors because it can lead to a change in ownership or control of a company, and shareholders must decide whether to sell their shares at the offered price.

redomiciliation financial

"post completion of our Bermuda 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.

UK MiFIR regulatory

"UK MiFIR professionals/ECPs-only/No EEA PRIIPs KID or UK PRIIPs KID"

UK MiFIR is the set of UK trading rules and reporting requirements that govern how financial instruments are bought, sold and reported in UK markets, essentially the local version of a broader European framework. It matters to investors because it sets the “rules of the road” for transparency, trade reporting and which trading venues can be used, affecting how easily prices can be compared, how quickly trades settle and the costs and visibility of market activity — like street signs and traffic lights for trading.

FAQ

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

What did Marex Group plc (MRX) announce in this 6-K filing?

Marex Group plc announced it has completed an Offering of U.S.$500 million perpetual subordinated resettable fixed rate notes. These hybrid perpetual securities expand Marex’s capital base and are linked to its broader financing, redomiciliation and growth strategy described in the press release.

What is the size and coupon of Marex Group’s new hybrid notes?

The new Marex notes total U.S.$500 million and carry a fixed rate coupon of 7.7%. Management compares this with a previous Additional Tier 1 issuance at 13.25%, highlighting a significantly lower cost of hybrid capital based on the disclosed interest rates.

How does Marex Group plc intend to use the U.S.$500 million proceeds?

Marex intends to use the net proceeds for general corporate purposes, including funding the purchase of any or all of its outstanding U.S.$100,000,000 13.250% perpetual subordinated contingent convertible notes via a tender offer, and providing funding capacity for acquisitions it may pursue.

How does this new Marex issuance relate to its existing AT1 securities?

The new U.S.$500 million hybrid notes are priced at 7.7%, compared with Marex’s previous AT1 issuance at 13.25%. Part of the proceeds may fund the purchase of outstanding 13.250% perpetual subordinated contingent convertible notes, potentially replacing more expensive hybrid capital with a lower coupon instrument.

What role does Marex’s Bermuda redomiciliation play in this note Offering?

Marex’s CEO notes the proposed Bermuda domicile allowed the security to be structured attractively for investors. The company expects the notes to receive 100% equity credit from S&P following redomiciliation, which may benefit reported capital metrics if that treatment is confirmed.

Who are the joint bookrunners for Marex Group’s U.S.$500 million Offering?

Barclays Bank PLC, Goldman Sachs International and Jefferies International Limited are acting as Joint Bookrunners for the Marex Offering. Their role includes arranging and distributing the U.S.$500 million perpetual subordinated resettable fixed rate notes to eligible professional and institutional investors.

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 06/09/2026 - 04:34 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 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 ☐

EXPLANATORY NOTE

Issuance of U.S.$500 million perpetual subordinated resettable fixed rate notes

On June 9, 2026, Marex Group plc issued a press release announcing that it has completed its offering of U.S.$500 million perpetual subordinated resettable fixed rate notes.

A copy of the press release a is furnished herewith as Exhibit 99.1

EXHIBIT INDEX

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

Exhibit No.		Description
99.1		Press Release dated June 9, 2026

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 9, 2026

Exhibit 99.1

Marex Group plc Announces Closing of U.S.$500 Million Hybrid Notes

9 June, 2026

LONDON, 9 June, 2026 – Marex Group plc (Nasdaq: MRX) (“Marex”), a diversified global financial services platform, today announced that it has completed its offering (the “Offering”) of U.S.$500 million perpetual subordinated resettable fixed rate notes (the “Notes”).

Marex intends to use the net proceeds from the Offering for general corporate purposes including (without limitation) (i) the funding of the purchase of any or all of Marex’s outstanding U.S.$100,000,000 13.250 per cent. fixed rate reset perpetual subordinated contingent convertible notes pursuant to the tender offer announced by Marex on 1 June 2026 and (ii) the funding of acquisitions.

Ian Lowitt, CEO of Marex, commented:

“We are pleased to have successfully issued $500m of hybrid perpetual securities, which are expected to carry 100% equity credit from S&P post completion of our Bermuda redomiciliation. We achieved significantly lower pricing at 7.7%, compared to our previous AT1 issuance at 13.25%, which demonstrates the meaningful progress we have made over the past four years and the strength of our investment proposition. Our proposed Bermuda domicile enabled us to structure the security in a way that is attractive to investors, which led to strong oversubscription and underscores a further benefit of our redomiciliation. The breadth of participation, from both longstanding and new investors, is a further reflection of confidence in the continued growth of our business.”

Barclays Bank PLC, Goldman Sachs International and Jefferies International Limited are acting as Joint Bookrunners for the Offering.

Important information

The securities described herein and in the related Offering Memorandum have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) and may not be offered, sold or delivered within the United States or to or for the account or benefit of U.S. persons, as defined in Regulation S under the Securities Act.

This communication is being distributed to and is directed only at persons in the United Kingdom (the “UK”) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005, as amended (the “Order”) and persons falling within Article 49(2) of the Order (all such persons together being referred to as “relevant persons”). In the UK, this communication must not be acted on or relied on by persons who are not relevant persons. In the UK, any investment or investment activity to which this communication relates is available only to relevant persons and will be engaged in only with such persons.

UK MiFIR professionals/ECPs-only/No EEA PRIIPs KID or UK PRIIPs KID/CCI product summary: The manufacturers’ target market (UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels). The Notes are not intended to be offered, sold, distributed or otherwise made available and should not be offered, sold, distributed or otherwise made available to retail clients in either the UK or the European Economic Area. Consequently, no key information document (KID) has been prepared under Regulation (EU) No. 1286/2014 and no disclosure document has been prepared under the FCA Product Disclosure Sourcebook.

This press release does not constitute an offer to sell or the solicitation of an offer to buy the Notes or any other security, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful. No action has been taken that would permit an offering of securities or possession or distribution of this press release or the Offering Memorandum in any jurisdiction where action for that purpose is required. Persons into whose possession this press release or the Offering Memorandum comes are required to inform themselves about and to observe any such restrictions.

Forward looking statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements, including, without limitation, the expected closing date of the Offering. 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,” “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: subdued commodity market activity or pricing levels; the effects of geopolitical events, terrorism and wars, on market volatility, global macroeconomic conditions and commodity prices; our expected redomiciliation; changes to the U.S. regulatory regime, including with respect to tariffs; changes in interest rate levels or tariffs; the risk of our clients and their related financial institutions defaulting on their obligations to us; regulatory, reputational and financial risks as a result of our international operations; software or systems failure, loss or disruption of data or data security failures; risks associated with the use of artificial intelligence; an inability to adequately hedge our positions and limitations on our ability to modify contracts and the contractual protections that may be available to us in OTC derivatives transactions; market volatility, reputational risk and regulatory uncertainty related to commodity markets, equities, fixed income, foreign exchange and cryptocurrency; the impact of climate change and the transition to a lower carbon economy on supply chains and the size of the market for certain of our energy products; the impact of changes in judgments, estimates and assumptions made by management in the application of our accounting policies on our reported financial condition and results of operations; lack of sufficient financial liquidity; if we fail to comply with applicable law and regulation, we may be subject to enforcement or other action, forced to cease providing certain services or obliged to change the scope or nature of our operations; significant costs, including adverse impacts on our business, financial condition and results of operations, and expenses associated with compliance with relevant regulations; if we fail to remediate the material weaknesses we identified in our internal control over financial reporting or prevent material weaknesses in the future, the accuracy and timing of our financial statements may be impacted, which could result in material misstatements in our financial statements or failure to meet our reporting obligations and subject us to potential delisting, regulatory investigations or civil or criminal sanctions; short seller activity and securities litigation; and other risks discussed under the caption “Risk Factors” in the Offering Memorandum prepared in connection with the Offering.

The forward-looking statements made in this press release relate only to events or information as of the date on which the statements are made in this press release. 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.

Enquiries please contact:

Marex:

Nicola Ratchford / Adam Strachan

+44 778 654 8889 / +1 914 200 2508 | nratchford@marex.com/ astrachan@marex.com

FTI Consulting US / UK

+1 (716) 525-7239 / +44 (0) 7976 870 961 | marex@fticonsulting.com

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 EX-99.1 11.5 KB