[8-K] The Western Union Company Reports Material Event

Rhea-AI Filing Summary

Marex Group plc (MRX) – Schedule 13G/A (Amendment 1) filed 28 July 2025

A consortium of prior shareholders—Ocean Ring Jersey Co Ltd (Jersey), Ocean Trade Lux Co S.à r.l. (Luxembourg) and four related Trilantic Capital Partners vehicles—now reports aggregate beneficial ownership of 0 ordinary shares, or 0.0 % of the outstanding class. All filers indicate no sole or shared voting or dispositive power. Item 5 confirms ownership has fallen below the 5 % reporting threshold; therefore the group is no longer a “reporting person” after this amendment.

Prior to disposal, the shares were held directly by Ocean Ring, a wholly-owned subsidiary of Ocean Trade, itself controlled by Trilantic Capital Partners IV (Europe) and co-investors. The filing contains no financial results, purchase price data or forward-looking statements; it solely updates beneficial ownership status.

Key takeaway for investors: A formerly significant private-equity-backed group has fully exited its equity position, potentially removing an overhang but also signalling that strategic investors have realised their investment.

Positive

• Increased public float may enhance MRX share liquidity and potential index inclusion.

Negative

• Complete exit of a strategic 5 %+ shareholder could be viewed as loss of informed sponsor confidence.
• Removal of PE oversight may raise governance or support concerns for some investors.

Insights

Equity Portfolio Manager

TL;DR – Private-equity group sells entire MRX stake; float rises, sponsor support ends.

The Trilantic/Ocean entities’ complete disposal reduces sponsor concentration and increases free float, which can improve liquidity and index eligibility. However, their exit eliminates a deep-pocketed insider that previously provided strategic guidance and potential follow-on capital. The filing is impactful because it formally removes a >5 % holder and could influence sentiment and trading dynamics, especially given MRX’s recent IPO-era lock-ups. No price or timing data are supplied, so the market impact depends on whether the shares were already placed. Overall, the news skews mildly negative: loss of endorsement outweighs liquidity benefit.

Corporate Governance Specialist

TL;DR – Governance shifts to fully public-market shareholder base.

With zero voting power retained, Trilantic and affiliates relinquish board-level influence, signalling an end to PE-style oversight. This can empower independent directors but also removes a knowledgeable owner with long-term perspective. The filing requires no immediate corporate action, yet it changes control dynamics and may affect future capital-raising strategies. Materiality is moderate: no direct financial hit, yet governance balance and investor mix are meaningfully altered.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 22, 2025

THE WESTERN UNION COMPANY

(Exact name of Registrant as Specified in Its Charter)

Delaware			001-32903	20-4531180
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
7001 EAST BELLEVIEW AVENUE
Denver, Colorado				80237
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: 866 405-5012

(Former Name or Former Address, if Changed Since Last Report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.01 Par Value		WU		The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

On July 28, 2025, The Western Union Company (the “Company”) issued a press release relating to the Company’s earnings for the second quarter of 2025 (the “Earnings Release”). A copy of the Earnings Release is attached hereto as Exhibit 99.1. The information furnished under this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Securities Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), except as may be expressly set forth by specific reference to such filing.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 

Appointment of Principal Operating Officer

On July 22, 2025, Ben Hawksworth was appointed Chief Operating Officer (“COO”) of the Company. In this position, he will serve as the Company’s principal operating officer. Mr. Hawksworth, age 48, served as the Company’s Chief Technology Officer from August 2023 to the present, and previously served as Chief Technology and Product Officer at Prog Holdings, Inc. from January 2018 to September 2022, and as CIO – Global Business Solutions at First Data (now Fiserv) from May 2015 – January 2018.

In connection with Mr. Hawksworth’s appointment as COO, effective August 1, 2025, he will receive a base salary of $550,000, an annual incentive award target opportunity under the Company’s Senior Executive Performance Incentive Plan equal to 100% of his base salary, and, effective in 2026, an annual equity award opportunity under the Company’s 2024 Long-Term Incentive Plan with an aggregate target value of $1,400,000, in each case, prorated for fiscal year 2025.

There are no arrangements or understandings between Mr. Hawksworth and any person pursuant to which Mr. Hawksworth was appointed as Chief Operating Officer. There is no family relationship between Mr. Hawksworth and any director or executive officer of the Company. There are no actual or proposed transactions between Mr. Hawksworth or any of his related persons and the Company that would require disclosure under Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description of Exhibit
99.1	Earnings press release issued by The Western Union Company on July 28, 2025.
101	Inline XBRL Document Set for the Cover Page from this Current Report on Form 8-K, formatted as Inline XBRL
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

Dated: July 28, 2025		THE WESTERN UNION COMPANY
		By:	/s/ Benjamin C. Adams
		Name:	Benjamin C. Adams
		Title:	Executive Vice President, Chief Legal Officer

FAQ

Why did Ocean Ring and Trilantic file an amended Schedule 13G for MRX?

They now report 0 shares (0.0 %), confirming their ownership dropped below the 5 % reporting threshold.

How many Marex Group plc shares do the reporting persons currently own?

The filing states aggregate beneficial ownership of zero shares and no voting or dispositive power.

Does the filing affect Marex Group's control structure?

Yes. With the PE group exiting, no sponsor-level voting influence remains, shifting governance fully to the public market.

Is there any financial information or purchase price disclosed?

No. The Schedule 13G/A only updates ownership; no transaction price, date, or proceeds are provided.

Could the exit improve Marex's share liquidity?

Potentially. Shares formerly held by a concentrated holder enter the free float, which can widen the investor base and trading volume.