Marex Group plc美股招股说明书(2026-04-16版)

We are offering $aggregateprincipal amount of% Senior Notes due 2031 (the “Notes”).We will pay interest on the Notes semi-annually in arrears onandof each year, commencing on, 2026, at arate equal to% per annum. The Notes will mature on, 2031. The interest payable on the Notes will be subject to adjustment from time to time based on the credit ratings assigned by specific ratingagencies to the Notes, as described under “Description of the Notes—Interest Rate Adjustment Based on Rating Events.” We may redeem the Notes, in whole at any time or in part from time to time, at our option, at the applicable redemption price set forth in thisprospectus supplement under “Description of the Notes—Optional Redemption, Clean-up Call.” We may also redeem the Notes at a redemption priceequal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, in the event of a changein tax treatment, as described under “Description of the Notes—Optional Redemption in the Event of Change in Tax Treatment.” Upon the occurrence of a “Change of Control Triggering Event,” we will be required to make an offer to repurchase the Notes at a price equal to101% of their principal amount, plus accrued and unpaid interest to, but excluding, the repurchase date, as described under “Description of the Notes—Offer to Repurchase Upon Change of Control Triggering Event.” The Notes will be our direct, senior and unsecured obligations and will rank equally with all of our other existing and future senior unsecuredindebtedness. The Notes are not bank deposits and are not insured or guaranteed by the United Kingdom Financial Services Compensation Scheme, theUnited States Federal Deposit Insurance Corporation or any other government or governmental or private agency or deposit protection scheme in anyjurisdiction. The Notes will be issued in minimum denominations of $1,000, increased in integral multiples of $1,000. The Notes are a new issue of securitieswith no established trading market. Application has been made for the Notes to be admitted to listing and trading on the Vienna Multilateral TradingFacility (“Vienna MTF”) of the Vienna Stock Exchange. The Vienna MTF is not a regulated market as defined by Directive 2014/65/EU (as amended,“MiFID II”). It is, however, a multilateral trading facility (MTF) for purposes of MiFID II. Investing in the Notes involves risks. See “Risk Factors” beginning on page S-14 of this prospectus supplement and “Risk Factors”beginning on page 7 of the accompanying prospectus, as well as the other information included or incorporated by reference in thisprospectus supplement and the accompanying prospectus for a discussion of the factors you should carefully consider before deciding topurchase any Notes. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to thecontrary is a criminal offense. Public offering price(1) Underwriting discount Proceeds, before expenses, to Marex Group plc (1) Plus accrued interest, if any, from, 2026. The underwriters expect to deliver the Notes to investors in registered book-entry form only through the facilities of the Depository TrustCompany (“DTC”) for the accounts of its participants, including Clearstream Banking, S.A. (“Clearstream”) and Euroclear Bank SA/NV (“Euroclear”), onor about, 2026. Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), trades in the secondarymarket generally are required to settle in one business day, unless the parties to any such trade expressly agree otherwise. Accordingly, purchaserswho wish to trade the Notes prior to the date that is one business day preceding delivery of the Notes will be required, by virtue of the fact that theNotes initially will settle on or about, 2026, to specify an alternative settlement cycle at the time of any such trade to prevent failedsettlement. Such purchasers should consult their own advisors in this regard. J.P. Morgan Goldman Sachs& Co. LLC Table of Contents TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTWHERE YOU CAN FIND MORE INFORMATIONCAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTSSUMMARYRISK FACTORSUSE OF PROCEEDSDESCRIPTION OF THE NOTESTAX CONSIDERATIONSUNDERWRITINGLEGAL OPINIONSEXPERTS Prospectus ABOUT THIS PROSPECTUSPRESENTATION OF FINANCIAL AND OTHER INFORMATIONCAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTSWHERE YOU CAN FIND MORE INFORMATIONMAREXRISK FACTORSUSE OF PROCEEDS CAPITALIZATION AND INDEBTEDNESS DESCRIPTION OF OTHER INDEBTEDNESS DESCRIPTION OF DEBT SECURITIES DESCRIPTION OF CONTINGENT CAPITAL SECURITIES BOOK-ENTRY PROCEDURES MATERIAL TAX CONSIDERATIONS PLAN OF DISTRIBUTION (CONFLICT OF INTEREST) ENFORCEMENT OF CIVIL LIABILITIES LEGAL MATT