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Marex Group Limited filed a shelf prospectus to offer senior debt securities under a Form F-3/424B3 shelf, permitting one or more series of unsecured senior notes to be issued from time to time subject to applicable prospectus supplements. The prospectus describes terms, distribution mechanics, risks and the company’s indebtedness, including existing public note programs and credit facilities, and notes that specific series, interest rates, redemption features and listing decisions will be set forth in prospectus supplements.
The filing also discloses recent corporate actions: a $0.16 per-share dividend paid June 3, 2026; the acquisition of Levmet on June 1, 2026; and completion of a redomiciliation and reorganization effective July 1–6, 2026, under which New Marex succeeded to Old Marex’s obligations under several indentures.
Marex Group Limited filed a Post-Effective Amendment No. 1 to its Form F-3 prospectus, reflecting the July 2026 reorganization that redomiciled the group parent from England and Wales to Bermuda.
The filing states that New Marex succeeded Old Marex under a statutory scheme of arrangement effective July 1, 2026, shareholders received New Marex ordinary shares one-for-one, Old Marex became a wholly owned subsidiary and New Marex assumed obligations under SEC-registered indentures; no additional securities are being registered in this amendment.
Marex Group Limited filed a Post-Effective Amendment No. 1 to its Form F-3 shelf prospectus dated July 6, 2026, adopting the prior registration statement (File No. 333-286884) and reflecting the succession of New Marex as issuer following a statutory Scheme and reorganization completed in early July 2026. The amendment confirms that New Marex succeeded to Old Marex’s obligations under certain SEC-registered indentures and notes and that no new securities are being registered in this amendment.
The prospectus continues to cover offerings of senior debt securities, subordinated debt securities and contingent capital securities to be sold from time to time under the shelf, and incorporates by reference the company’s financial statements and risk factors. Recent developments disclosed include a $0.16 per share dividend paid June 3, 2026, the acquisition of Levmet on June 1, 2026, and the corporate redomiciliation and reorganization that became effective July 1–6, 2026.
Marex Group Limited has completed its previously announced redomiciliation, moving the group’s holding company from the UK to Bermuda via a court-approved scheme of arrangement. Holders of Marex Group plc ordinary shares received ordinary shares in Marex Group Limited on a one-for-one basis, and Marex Group plc became a wholly owned subsidiary.
The Marex ordinary shares were cancelled on Nasdaq at the close of June 30, 2026, and the New Marex ordinary shares began trading on Nasdaq on July 1, 2026 under the same ticker “MRX”, but with a new CUSIP. New Bermuda bye-laws took effect, along with a global omnibus equity plan, employee share purchase plan and long-term incentive plan that will govern future share-based compensation.
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.
Marex Group plc is offering Issuer Callable Fixed Interest Barrier Notes linked to the worst performing of the S&P 500, Russell 2000 and Nasdaq-100. The offering totals $1,077,000 with a $1,000 principal per Note; estimated initial value is $993.60 per Note and the price to public is $1,000.00 per Note.
Each Note pays a fixed quarterly interest of $34.38 (equivalent to 13.752% per annum) and matures on June 29, 2027, subject to adjustment. If a Trigger Event occurs and the worst performing underlying finishes below its Initial Value, the Payment at Maturity is reduced 1:1 with the Reference Return of that underlying, exposing investors to up to 100% loss of principal. The issuer may redeem the Notes on quarterly Call Payment Dates.
Marex Group plc offers $8,500,000 of Issuer Callable Contingent Income Barrier Notes linked to the worst performing of RSP, RTY and NDX. The Notes have a $1,000 Principal Amount, an Estimated Initial Value of $996.70 per Note and mature on December 22, 2027.
The Notes pay a quarterly contingent coupon of $34.13 per $1,000 (3.413% per quarter; 13.652% per annum) only if each Underlying meets its Coupon Trigger on a Coupon Determination Date. At maturity, payment depends on the Reference Return of the Worst Performing Underlying and may result in total loss of principal if the Final Value is below the Barrier Value.
Marex Group plc is offering Issuer Callable Fixed Interest Barrier Notes linked to the Worst Performing of the S&P 500, Russell 2000 and Nasdaq-100, maturing June 29, 2027. The Notes pay a fixed quarterly interest of $34.38 per $1,000 (3.438% per quarter, 13.752% per annum) and are callable on quarterly Call Payment Dates beginning September 22, 2026.
The Notes use a 70% barrier (Barrier Values shown) versus Initial Values set on the Pricing Date. If a Trigger Event occurs and the Worst Performing Underlying finishes below its Initial Value, the Payment at Maturity will be $1,000 + ($1,000 × Reference Return of the Worst Performing Underlying), exposing holders to a potential loss up to 100% of principal. The Estimated Initial Value is expected between $985.00 and $995.00 per Note. Terms reference adjustment provisions and observation/valuation date mechanics; see the prospectus supplements for full details.
Marex Group plc is offering Issuer Callable Contingent Income Barrier Notes linked to the worst performing of the Invesco S&P 500® Equal Weight ETF (RSP), the Russell 2000® Index (RTY) and the Nasdaq-100 Index® (NDX).
The Notes have a $1,000 Principal Amount per note, an expected Estimated Initial Value between $990.00 and $998.00, quarterly Contingent Coupons of 3.413% (equivalent to 13.652% per annum) payable only if each Underlying is ≥70.00% of its Initial Value on a Coupon Determination Date, and a Barrier at 65.00% of Initial Value. The issuer may redeem on quarterly Call Payment Dates beginning September 22, 2026. If not redeemed and the Worst Performing Underlying is below its Barrier on the Final Valuation Date, investors bear full downside and may lose up to 100% of principal. All payments are subject to Marex’s credit risk.
Marex Group plc has scheduled a High Court hearing for its scheme of arrangement related to its proposed redomiciliation to Bermuda. The hearing is set for June 26, 2026 at the Royal Courts of Justice in London.
If approved and all conditions are met, the Scheme is expected to become effective on July 1, 2026, when Marex Group plc’s ordinary shares on Nasdaq would be substituted with ordinary shares of Marex Group Limited. The company highlights that these timings are forward-looking and subject to risks and uncertainties.