Marex Group plc美股招股说明书(2025-04-17版)

Marex Group plcOrdinary Shares The selling shareholders identified in this prospectus (the “Selling Shareholders”) are offering 10,283,802 of our ordinary shares,which have a nominal value of $0.001551 per ordinary share. We are not selling any ordinary shares under this prospectus, and we willnot receive any proceeds from the sale of ordinary shares by the Selling Shareholders. Our ordinary shares are listed on the Nasdaq Global Select Market (“Nasdaq”) under the symbol “MRX.” On April16, 2025, the lastreported per share sale price was $38.11. Investing in our ordinary shares involves risks. See “Risk Factors” beginning on page 38. We are a “foreign private issuer” under applicable U.S. Securities and Exchange Commission (the “SEC”) rules and are eligible forreduced public company disclosure requirements. See “Prospectus Summary—Implications of Being a ‘Foreign Private Issuer.’” Price $35.50 per ordinary share (1)We refer you to “Underwriting” for additional information regarding underwriting compensation. The Selling Shareholders have granted the underwriters an option for a period of 30 days after the date of this prospectus topurchase up to an additional 1,542,570 ordinary shares at the public offering price, less underwriting discounts and commissions. Neither the SEC nor any other state securities commission has approved or disapproved of these securities or passedupon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the ordinary shares to purchasers against payment on April17, 2025. JefferiesKeefe,Bruyette&WoodsA Stifel CompanyBerenberg GoldmanSachs&Co.LLCUBSInvestmentBank Barclays PiperSandler TDSecurities Prospectus dated April16, 2025 Table of Contents TABLE OF CONTENTS ABOUT THIS PROSPECTUSiiMARKET AND INDUSTRY DATAiiTRADEMARKS, SERVICE MARKS AND TRADENAMESiiPRESENTATION OF FINANCIAL AND OTHER INFORMATIONiiPROSPECTUS SUMMARY1THE OFFERING30SUMMARY CONSOLIDATED FINANCIAL AND OTHER DATA31RISK FACTORS38CAUTIONARY STATEMENT REGARDINGFORWARD-LOOKINGSTATEMENTS87USE OF PROCEEDS90DIVIDEND POLICY91CAPITALIZATION AND INDEBTEDNESS92MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS93BUSINESS136MANAGEMENT193PRINCIPAL AND SELLING SHAREHOLDERS214CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS217DESCRIPTION OF SHARE CAPITAL AND ARTICLES OF ASSOCIATION220DESCRIPTION OF INDEBTEDNESS244ORDINARY SHARES ELIGIBLE FOR FUTURE SALE253MATERIAL TAX CONSIDERATIONS256UNDERWRITING264EXPENSES OF THE OFFERING274LEGAL MATTERS275EXPERTS275ENFORCEMENT OF CIVIL LIABILITIES276WHERE YOU CAN FIND MORE INFORMATION278INCORPORATION BY REFERENCE279 Neither we, the Selling Shareholders nor the underwriters have authorized anyone to provide you with any information orto make any representations other than those contained in this prospectus, any amendment or supplement to this prospectus,or any free writing prospectus we have prepared, and neither we nor the underwriters take responsibility for, and can provide noassurance as to the reliability of, any other information others may give you. The Selling Shareholders and the underwriters areoffering to sell ordinary shares and seeking offers to purchase ordinary shares only in the United States and certain otherjurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the dateon the cover page of this prospectus, regardless of the time of delivery of this prospectus or the sale of ordinary shares. Ourbusiness, financial condition, results of operations and prospects may have changed since the date on the cover page of thisprospectus. For investors outside the United States: neither we, the Selling Shareholders nor the underwriters have done anything that wouldpermit this offering or possession or distribution of this prospectus in any jurisdiction, other than the United States, where action for thatpurpose is required. Persons outside the United States who come into possession of this prospectus must inform themselves about, andobserve any restrictions relating to, the offering of the ordinary shares and the distribution of this prospectus outside the United States. Table of Contents ABOUT THIS PROSPECTUS Except where the context otherwise requires or where otherwise indicated, the terms “Marex,” the “Company,” the “Group,” “we,”“us,” “our,” “our company” and “our business” refer to Marex Group plc, together with its consolidated subsidiaries as a consolidated entity. MARKET AND INDUSTRY DATA Within or incorporated by reference in this prospectus, we reference information and statistics regarding the industries in which weoperate. We are responsible for these statements included or incorporated by reference in this prospectus. We have obtained thisinformation and statistics from our own internal estimates, surveys and research, as well as from various independentthird-partysourcesa