STOCK TITAN

Marex Group (MRX) unit CEO gains 67K shares as 2023 award vests

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Marex Group Ltd (MRX) reported that Nilesh Jethwa, CEO of Marex Solutions, acquired 67,163 Ordinary Shares at a per-share price of $0.00, reflecting vesting of a prior equity award rather than a market purchase. These shares relate to a September 6, 2023 grant under the 2022 Annual Long Term Incentive Plan, for which the Remuneration Committee determined on August 19, 2026 that specified performance conditions had been met. The award remains subject to time-based vesting and is scheduled to fully vest on September 6, 2026. Following this transaction, Jethwa holds 314,517 Ordinary Shares, including 111,183 shares underlying previously granted deferred bonus plan awards, each representing a contingent right to receive one Ordinary Share upon vesting and settlement.

Positive

  • None.

Negative

  • None.
Insider Jethwa Nilesh
Role CEO, Marex Solutions
Type Security Shares Price Value
Grant/Award Ordinary Shares F1, F2 67,163 $0.00 $0.00
Holdings After Transaction: Ordinary Shares — 314,517 shares (Direct)
Footnotes (2)
  1. F1. On September 6, 2023, the Reporting Person was granted an award under the Issuer's 2022 Annual Long Term Incentive Plan (the "Plan"), which vests in the form of ordinary shares subject to (i) performance conditions, including a minimum return on equity underpin and growth in adjusted operating profit before tax, and (ii) continued service through the third anniversary of the grant date, in each case subject to the terms of the Plan. On August 19, 2026, the Remuneration Committee of the Issuer's Board of Directors determined that the performance conditions had been met. The award remains subject to time-based vesting and will fully vest on September 6, 2026.
  2. F2. The number of ordinary shares reported herein includes (i) 67,163 shares vesting under the Issuer's 2022 Annual Long Term Incentive Plan as described in footnote 1, and (ii) 111,183 shares underlying deferred bonus plan awards previously granted to the Reporting Person. Each award represents a contingent right to receive one (1) ordinary share of the Issuer upon vesting and settlement of the applicable award.
Shares acquired in award vesting 67,163 Ordinary Shares Grant/award acquisition reported on August 19, 2026
Transaction price per share $0.00 per share Grant/award acquisition of 67,163 Ordinary Shares
Shares following transaction 314,517 Ordinary Shares Total beneficial ownership after the reported transaction
LTIP vesting shares 67,163 Ordinary Shares Vesting under 2022 Annual Long Term Incentive Plan described in footnote 1
Deferred bonus plan underlying shares 111,183 Ordinary Shares Underlying deferred bonus plan awards previously granted, included in total holdings
LTIP grant date September 6, 2023 Original grant date of the long-term incentive award
Performance conditions determination date August 19, 2026 Date Remuneration Committee determined performance conditions were met
Scheduled full vesting date September 6, 2026 Date on which the award is expected to fully vest, subject to terms
2022 Annual Long Term Incentive Plan financial
"the Reporting Person was granted an award under the Issuer's 2022 Annual Long Term Incentive Plan"
return on equity underpin financial
"subject to (i) performance conditions, including a minimum return on equity underpin"
adjusted operating profit before tax financial
"performance conditions, including a minimum return on equity underpin and growth in adjusted operating profit before tax"
deferred bonus plan awards financial
"shares underlying deferred bonus plan awards previously granted to the Reporting Person"
Deferred bonus plan awards are payments promised to employees or executives that are earned now but paid out later, often only if certain performance goals are met or the employee remains with the company. For investors, they matter because they influence management’s incentives and company expenses over time—like a delayed paycheck that encourages someone to stay and meet targets—and can affect future cash needs, reported compensation costs, and potential share dilution.

FAQ

What insider transaction did MRX report for Nilesh Jethwa on this Form 4?

Marex Group Ltd reported that Nilesh Jethwa received a grant/award acquisition of 67,163 Ordinary Shares on August 19, 2026, at a per-share price of $0.00, reflecting vesting of a prior equity award rather than a market purchase.

What plan is linked to the 67,163 MRX shares reported for Nilesh Jethwa?

The 67,163 shares relate to an award granted on September 6, 2023 under Marex Group Ltd’s 2022 Annual Long Term Incentive Plan, which vests in Ordinary Shares subject to performance conditions and continued service through the third anniversary of the grant date.

When were the performance conditions for Nilesh Jethwa’s MRX long-term incentive award determined to be met?

On August 19, 2026, the Remuneration Committee of Marex Group Ltd’s Board of Directors determined that the award’s performance conditions, including a return on equity underpin and growth in adjusted operating profit before tax, had been met.

When will Nilesh Jethwa’s MRX long-term incentive award fully vest?

The award remains subject to time-based vesting and is scheduled to fully vest on September 6, 2026, three years after the original grant date, subject to the terms of Marex Group Ltd’s 2022 Annual Long Term Incentive Plan.

How many MRX shares does Nilesh Jethwa hold after this reported transaction?

After the reported transaction, Nilesh Jethwa beneficially owns 314,517 Ordinary Shares of Marex Group Ltd. This total includes 67,163 shares vesting under the long-term incentive plan and 111,183 shares underlying previously granted deferred bonus plan awards.

What are the deferred bonus plan awards mentioned in the MRX Form 4?

The Form 4 states that 111,183 shares are underlying deferred bonus plan awards previously granted to Nilesh Jethwa, with each award representing a contingent right to receive one Ordinary Share of Marex Group Ltd upon vesting and settlement.

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SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Jethwa Nilesh

(Last)(First)(Middle)
C/O MAREX GROUP LIMITED, 155 BISHOPSGATE

(Street)
LONDONEC2M 3TQ

(City)(State)(Zip)

UNITED KINGDOM

(Country)
2. Issuer Name and Ticker or Trading Symbol
Marex Group Ltd [ MRX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
CEO, Marex Solutions
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/19/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Ordinary Shares08/19/2026A(1)67,163A$0314,517(2)D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. On September 6, 2023, the Reporting Person was granted an award under the Issuer's 2022 Annual Long Term Incentive Plan (the "Plan"), which vests in the form of ordinary shares subject to (i) performance conditions, including a minimum return on equity underpin and growth in adjusted operating profit before tax, and (ii) continued service through the third anniversary of the grant date, in each case subject to the terms of the Plan. On August 19, 2026, the Remuneration Committee of the Issuer's Board of Directors determined that the performance conditions had been met. The award remains subject to time-based vesting and will fully vest on September 6, 2026.
2. The number of ordinary shares reported herein includes (i) 67,163 shares vesting under the Issuer's 2022 Annual Long Term Incentive Plan as described in footnote 1, and (ii) 111,183 shares underlying deferred bonus plan awards previously granted to the Reporting Person. Each award represents a contingent right to receive one (1) ordinary share of the Issuer upon vesting and settlement of the applicable award.
/s/ Scott Linsley as Attorney-in-Fact, for Nilesh Jethwa08/21/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)