Marex Group plc 2025年年度报告和过渡报告

☐REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR SECTION 12(g) OF THE SECURITIESEXCHANGE ACT OF 1934☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934☐SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934 MAREX GROUP PLC (Exact name of Registrant as specified in its charter) Not Applicable(Translation of Registrant’s name into English)England and Wales(Jurisdiction of incorporation or organization)155 BishopsgateLondonEC2M 3TQUnited Kingdom(Address of principal executive offices)Rob IrvinChief Financial OfficerTelephone: (212)618 2800Email:investors@marex.com155 BishopsgateLondonEC2M 3TQUnited Kingdom+44 2076 556000(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)Securities registered or to be registered, pursuant to Section 12(b) of the Act Indicate the number of outstanding shares of each of the issuer’s classes of capital stock or common stock as of the close ofthe period covered by the annual report.72,221,843ordinary shares. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405of the Securities Act. Yes☐No☒ If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section13 or 15(d) of the Securities Exchange Act of 1934. Note—Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the SecuritiesExchange Act of 1934 from their obligations under those Sections. Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files). Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerginggrowth company. See the definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2of the Exchange Act. Accelerated filer If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if theregistrant has elected not to use the extended transition period for complying with any new or revised financial accounting standardsprovided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate bycheckmark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☒ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☒ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: If “Other” has been checked in response to the previous question indicate by check mark which financial statement item the registranthas elected to follow. Item 17☐Item 18☐ If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the ExchangeAct). CONTENTS Item 1.Identity of Directors, Senior Management and Advisers6Item 2.Offer Statistics and Expected Timetable6Item 3.Key Information6A.[Reserved]6 B.Capitalization and Indebtedness6C.Reasons for the Offer and Use of Proceeds6D.Risk Factors6 Item 4.Information on the Company.A.History and Development of theCompany 52B.Business Overview52C.Organizational Structure75D.Property, Plant and Equipment75Unresolved Staff Comments76 Item 4A.Item 5.Operating and Financial Review and ProspectsA.Operating Results B.Liquidity and Capital ResourcesC.Research and Development, Patents and Licenses, etc.D.Trend InformationE.Critical Accounting EstimatesDirectors, Senior Management And Employees Item 6.A.Directors and Senior Management 10