您的浏览器禁用了JavaScript(一种计算机语言,用以实现您与网页的交互),请解除该禁用,或者联系我们。 [美股招股说明书]:Marex Group plc美国存托凭证招股说明书(2026年6月18日版) - 发现报告

Marex Group plc美国存托凭证招股说明书(2026年6月18日版)

2026-06-18 美股招股说明书 丁叮叮叮
报告封面

Subject to Completion, Dated June18, 2026Pricing Supplement dated , 2026(To Equity Index Underlying Supplement dated August4, 2025, ETF Underlying Supplement dated August4, 2025, Prospectus Supplement dated August4, 2025, and Prospectus dated August4, 2025) Marex Group plc $Issuer Callable Contingent Income Barrier Notes Linked to the Worst Performing of the Invesco S&P 500®Weight ETF, the Russell 2000®Index and the Nasdaq-100 Index®due December22, 2027 ►Quarterly Contingent Coupon payments at a rate of 3.413% (equivalent to 13.652% per annum), payable if the Closing Value of each of the Invesco S&P 500®Equal Weight ETF, the Russell 2000®Index, and the Nasdaq-100 Index®(each, an“Underlying” and together, the “Underlyings”) on the applicable Coupon Determination Date is greater than or equal to 70.00%of its Initial Value ►Redeemable at the Issuer’s option on the quarterly Call Payment Dates beginning on September22, 2026 at the PrincipalAmount plus the applicable Contingent Coupon, if payable►If the Notes are not redeemed and the Worst Performing Underlying declines by more than 35.00%, you are subject to fullexposure to any decrease in the Worst Performing Underlying, and you will lose all or a portion of your Principal Amount Application has been made for the Issuer Callable Contingent Income Barrier Notes (the “Notes”) offered hereunder to beadmitted to listing and trading on the Vienna Multilateral Trading Facility (“Vienna MTF”) of the Vienna Stock Exchange. TheVienna MTF is not a regulated market as defined by Directive 2014/65/EU (as amended, “MiFID II”). It is, however, a multilateraltrading facility (MTF) for purposes of MiFID II. Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved ordisapproved of the Notes or passed upon the accuracy or the adequacy of this document or the accompanying prospectus,prospectus supplement or underlying supplements. Any representation to the contrary is a criminal offense. Any offering of the Notes will be made pursuant to Article1(4)of Regulation (EU) 2017/1129 (as amended), including as it formspart of domestic law of the United Kingdom. Accordingly, no prospectus is required to be published in connection with suchoffering of the Notes in any member state of the European Economic Area (the "EEA") or the United Kingdom (the "UK"). Seepageii of the accompanying prospectus supplement for further restrictions on offers and sales of the Notes in the EEA and the Investment in the Notes involves certain risks. You should refer to “Risk Factors” beginning on pagePS-8 of thisdocument, pageS-1 of the accompanying prospectus supplement and page S-1 of the accompanying underlying The Estimated Initial Value of the Notes on the Trade Date is expected to be between $990.00 and $998.00 per Note, which willbe less than the price to public. The market value of the Notes at any time will reflect many factors and cannot be predicted withaccuracy. See “ Summary—Estimated Initial Value” on pagePS-4 and “Risk Factors” beginning on pagePS-8 of this document for (1)Marex Capital Markets Inc. (“MCMI”), an affiliate of ours, will act as the agent for the sale of the Notes. MCMI will notreceive any underwriting discount in connection with the distribution of the Notes. See “Supplemental Plan ofDistribution (Conflicts of Interest)” on pagePS-15 of this document. SUMMARY The information in this “Summary” section is qualified by the more detailed information set forth in the underlying supplements, theprospectus supplement and the prospectus. See “General” in this document. Unless the Notes are redeemed, for each $1,000 Principal Amount, you will receive a cash paymenton the Maturity Date, calculated as follows: ■If the Reference Return of the Worst Performing Underlying is greater than or equal to-30.00%: $1,000 + final Contingent Coupon. ■If the Reference Return of the Worst Performing Underlying is less than -30.00% but greaterthan or equal to -35.00%: $1,000. ■If the Reference Return of the Worst Performing Underlying is less than -35.00%: $1,000 + ($1,000 × Reference Return of the Worst Performing Underlying). If the Notes are not redeemed and the Final Value of the Worst Performing Underlying is less than itsBarrier Value, you will lose up to 100% of the Principal Amount. Even with any Contingent Coupons,your return on the Notes may be negative in this case. * These Coupon Payment Dates are also Call Payment Dates Each subject to postponement as described under “Additional Terms of the Notes—Valuation Dates”and “Additional Terms of the Notes—Interest Payment Dates, Coupon Payment Dates, Call PaymentDates and Maturity Date” in the accompanying underlying supplements. The Underlying with the lowest Reference Return. Worst PerformingUnderlying: With respect to each Underlying, the quotient, expressed as a percentage, calculated as follows: $208.99 with respect to the RSP, 2,917.982 with respect to the RTY