SEC Form FWP filed by Marex Group plc

Issuer:

Marex Group plc (the “Issuer”)

Security Title:

5.680% Senior Notes due 2031 (the “Notes”)

Principal Amount:

$500,000,000

(before expenses):

$498,000,000

Trade Date:

April 16, 2026

Settlement Date*:

April 21, 2026 (the “Settlement Date”)

Expected Security Ratings**:

BBB- (S&P) / BBB- (Fitch)

Maturity Date:

April 21, 2031

Benchmark Treasury:

UST 3.875% due March 31, 2031

Benchmark Treasury Price and Yield:

99-27; 3.910%

Spread to Benchmark Treasury:

+177 basis points

Re-offer Yield:

5.680%

Coupon (Interest Rate):

5.680%

Interest Rate Adjustment:

The interest rate payable on the Notes will be subject to adjustment from time to time based on the credit ratings assigned by specific rating agencies to the Notes as described under the caption “Description of the Notes—Interest Rate Adjustment Based on Rating Events” in the preliminary prospectus supplement (as defined below).

Public Offering Price:

100% of the principal amount, plus accrued and unpaid interest, if any, from the Settlement Date

Interest Payment Dates:

April 21 and October 21 of each year, commencing on October 21, 2026

Record Dates:

April 6 and October 6 of each year

Optional Redemption; Clean-Up Call:

Prior to March 21, 2031 (one month prior to the maturity date of the Notes, the “Par Call Date”), the Issuer may redeem the Notes, in whole or in part, at its option, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) for the Notes to be redeemed equal to the greater of (i) 100% of the aggregate principal amount of the Notes to be redeemed and (ii) (a) the sum of the present values of the remaining scheduled payments of principal of the Notes to be redeemed and interest thereon discounted to the redemption date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 30 basis points less (b) interest accrued to the redemption date, plus, in either case, accrued and unpaid interest thereon to, but excluding, the redemption date.

On or after the Par Call Date, the Issuer may redeem the Notes, in whole or in part, at its option, at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the redemption date.

If at any time 75% or more of the aggregate principal amount of the Notes originally issued (and, for these purposes, any additional Notes, but excluding for these purposes, any Notes redeemed pursuant to a Make Whole Redemption) have been redeemed by the Issuer or purchased by the Issuer or any of its subsidiaries, and cancelled pursuant to the indenture governing the Notes, then the Issuer may, at its option, having given not less than 30 nor more than 60 days’ notice to the noteholders (which notice shall be irrevocable and shall specify the date fixed for redemption) redeem all (but not some only) of the remaining outstanding Notes at a redemption price equal to 100% of the principal amount of the Notes being redeemed, together with any accrued interest thereon to, but excluding, the date of redemption.

of Control Triggering Event:

If a Change of Control Triggering Event occurs, the Issuer will be required to make an offer, to the holders of the Notes, to repurchase all or any part of their Notes at a purchase price of 101% of the then-outstanding principal amount of such Notes being repurchased, plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase.

Issuer:

A holding company of the Group may, without the consent of holders of the Notes, assume the Issuer’s obligations under the Notes and the Indenture, and succeed to, and be substituted for, the Issuer in the Notes and the Indenture, as described under the caption “Description of the Notes—Assumption of Obligations by Holding Company of the Group; Substitution of Issuer” in the preliminary prospectus supplement.

Day Count; Business Day Convention:

30/360; Following, Unadjusted

CUSIP:

566539AD4

ISIN:

US566539AD47

Expected Listing:

The Issuer has made an application to list the Notes on the Vienna MTF, a multilateral trading facility operated by the Vienna Stock Exchange.

Denominations:

$1,000 and $1,000 increments in excess thereof

Joint Book-Running Managers:

Goldman Sachs & Co. LLC