Marex Group Ltd SEC Filings

Marex Group plc delivered record results for Q4 and full year 2025, driven by strong client activity and recent acquisitions. Full-year revenue rose 27% to $2,024.1 million, with Profit Before Tax from continuing operations up 39% to $411.6 million and Adjusted Profit Before Tax up 30% to $418.1 million. Basic earnings per share increased 39% to $4.12, while Adjusted Profit Before Tax Margin improved to 20.7%.

In Q4 2025, revenue grew 38% to $572.1 million, Adjusted Profit Before Tax rose 41% to $114.9 million, and basic EPS advanced 50% to $1.14, marking the strongest quarter on record. Growth was broad-based across Clearing, Agency and Execution, Market Making, and Hedging and Investment Solutions, with particularly rapid expansion in Prime Services and metals market making. Return on Equity reached 27.6%, and Adjusted Return on Equity was 29.9%. The board approved a Q4 2025 dividend of $0.15 per share, payable on 31 March 2026.

Marex Group plc priced $1,000,000 of Autocallable Contingent Income Barrier Notes with a $1,000 principal amount per note linked to the worst performing common stock of Amazon.com, Alphabet (Class A), NVIDIA and Tesla. The Notes have a Pricing Date of February 20, 2026, a Trade Date of February 23, 2026, an Original Issue Date of February 26, 2026, and a scheduled Maturity Date of March 1, 2027.

The Notes pay a contingent quarterly coupon of 11.75% (equivalent to 47.00% per annum) if each underlying is at or above its coupon trigger (80% of initial value) on Coupon Determination Dates; they are automatically called if each underlying is at or above 100% of initial value on any Call Observation Date. At maturity, payments depend on the Reference Return of the Worst Performing Underlying: >=-20% pays principal plus final coupon; between -20% and -40% pays principal only; <-40% results in a principal loss tied 1:1 to the Reference Return. The Estimated Initial Value was $984.00 per note, below the price to public. The Notes are senior unsecured obligations of Marex and subject to Marex credit risk; an application for listing on the Vienna MTF has been filed.

MRX submitted a Form 144 notice reporting proposed sales of common stock by insiders or affiliates. The filing lists multiple lots of restricted or privately acquired shares, including 12,912, 18,300, 16,744, 94, and 18,618 shares tied to acquisition dates from 12/29/2020 through 05/17/2024. The entries identify the issuer as the source for restricted stock unit grants and private transactions; timing and sale mechanics are not detailed in the excerpt.

Marex Group plc is offering Autocallable Contingent Income Barrier Notes linked to the worst performing shares of Amazon, Alphabet (Class A), NVIDIA and Tesla, with a Principal Amount of $1,000 per Note and a scheduled Maturity Date of March 1, 2027.

The Notes pay a quarterly Contingent Coupon of 11.75% per quarter (47.00% per annum) if each underlying meets its Coupon Trigger on a Coupon Determination Date; otherwise no coupon is paid. The Notes are automatically callable if each underlying closes at or above 100% of its Initial Value on any Call Observation Date. Payment at maturity depends on the Reference Return of the Worst Performing Underlying with downside Barrier Values set at 60% of Initial Value and a principal-loss threshold mechanics described in the supplement.

Marex Group plc is offering $1,000,000 of senior unsecured Leveraged Barrier Notes linked to the Nikkei Stock Average, iShares MSCI South Korea ETF and iShares MSCI Taiwan ETF, maturing on February 17, 2028. Net proceeds are $980,000 after a $20,000 underwriting discount.

The notes provide 146% upside participation on a positive basket return, but if a barrier event occurs (any underlying at or below 80% of its initial value), repayment is based solely on the worst performer and investors can lose from 20% up to all principal. The notes pay no interest, are subject to Marex credit risk, have an estimated initial value of $959.60 per $1,000, and application has been made to list them on the Vienna MTF.

Marex Group plc has filed a Form 13F holdings report as an institutional investment manager. The filing states that Marex reports 1,565 individual investment positions with a total Form 13F portfolio value of $15,886,440,721, based on reportable U.S. securities.

The report lists three other included managers: Marex Capital Markets Inc., Marex Financial, and Marex Securities Products Inc. It is signed by Corporate Secretary Scott Linsley on behalf of Marex Group, confirming that the information provided is true, correct, and complete.

Marex Group plc is offering $1,000 Leveraged Barrier Notes linked to a basket of the Nikkei Stock Average, iShares MSCI South Korea ETF and iShares MSCI Taiwan ETF, maturing on February 17, 2028.

If no Barrier Event occurs and the basket return is positive, investors receive $1,000 plus 146.00% of the basket’s gain; if the basket return is zero or negative (but each underlying stays above 80% of its initial level), they receive $1,000 back.

If a Barrier Event occurs—meaning the worst-performing underlying finishes at or below 80% of its initial value—repayment is $1,000 plus the return of the worst performer, creating 1:1 downside exposure and possible total loss of principal. The notes pay no interest, have an Estimated Initial Value expected between $930.00 and $980.00 per note, and carry Marex credit, liquidity, market, FX and emerging-market risks.

Marex Group plc is offering issuer callable contingent income barrier notes linked to the worst performing of the Nasdaq-100, Russell 2000 and EURO STOXX 50 indices. Each note has a $1,000 principal amount, trades in book-entry form and is intended to list on the Vienna MTF.

Investors may receive quarterly contingent coupons of 11.70% per annum (2.925% per quarter) only if all three indices are at or above 70% of their initial levels on each determination date. The same 70% level acts as a barrier at maturity; if the worst index finishes below this barrier and the notes have not been called, repayment of principal is reduced one-for-one with the index loss, up to a total loss.

Marex can redeem the notes early on specified quarterly dates starting June 1, 2026, paying principal plus any due coupon, after which no further payments are made. The estimated initial value is expected between $950 and $990 per note, below the $1,000 price to the public, and investors are exposed to Marex’s senior unsecured credit risk.

Marex Group plc is offering senior unsecured Autocallable Leveraged Barrier Notes linked to the worst performer of the EURO STOXX 50® Index and the iShares® MSCI EAFE ETF, maturing on March 2, 2029. Each Note has a $1,000 principal amount and no periodic interest.

The Notes can be automatically called on March 8, 2027 if each underlying is at or above 100% of its initial value, in which case investors receive $1,000 plus a call premium of at least 14.50% per Note. If held to maturity and not called, investors receive $1,000 plus 200% of any positive return of the worst-performing underlying.

If the worst-performing underlying ends at or below its initial level but no worse than a -30% barrier, investors receive back $1,000. Below the -30% barrier, repayment is reduced one-for-one with the loss in the worst-performing underlying, up to total loss of principal. The estimated initial value is expected to be between $940 and $990 per Note, and application has been made to list the Notes on the Vienna MTF. Repayment depends on Marex’s credit and the Notes are not insured or guaranteed by any government scheme.