Marex Group plc美国招股说明书（2026年2月17日版）

Marex Group plc $1,000,000 Leveraged Barrier Notes Linked to the Nikkei Stock Average, the iShares®MSCI South Korea ETF and the iSharesMSCI Taiwan ETF due February17, 2028 1.46x upside exposure to any positive Basket Return of the Nikkei Stock Average, the iShares®MSCI South Korea ETF and the iShares®MSCITaiwan ETF (each, an “Underlying” and together, the “Underlyings”) if the Final Value of the Worst Performing Underlying is above its Barrier Value(80% of its Initial Value) (in that case, a Barrier Event does not occur) Return of principal if a Barrier Event does not occur and the Basket Return is zero or negative ▶ Application has been made for the Leveraged Barrier Notes (the “Notes”) offered hereunder to be admitted to listing and trading on the Vienna MultilateralTrading Facility (“Vienna MTF”) of the Vienna Stock Exchange. The Vienna MTF is not a regulated market as defined by Directive 2014/65/EU (asamended, “MiFID II”). It is, however, a multilateral trading facility (MTF) for purposes of MiFID II. Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of the Notes orpassed upon the accuracy or the adequacy of this document or the accompanying prospectus, prospectus supplement or underlying supplements. Anyrepresentation to the contrary is a criminal offense. Any offering of the Notes will be made pursuant to Article 1(4) of Regulation (EU) 2017/1129 (as amended), including as it forms part of domestic law ofthe United Kingdom. Accordingly, no prospectus is required to be published in connection with such offering of the Notes in any member state of theEuropean Economic Area (the “EEA”) or the United Kingdom (the “UK”). See page ii of the accompanying prospectus supplement for further restrictions Investment in the Notes involves certain risks. You should refer to “Risk Factors” beginning on page PS-7 of this document, page S-1 of theaccompanying prospectus supplement and page S-1 of the accompanying underlying supplements. The Estimated Initial Value of the Notes on the Trade Date is $959.60 per Note, which is less than the price to public. The market value of the Notes atany time will reflect many factors and cannot be predicted with accuracy. See “Summary—Estimated Initial Value” beginning on page PS-3 and “RiskFactors” beginning on page PS-7 of this document for additional information. (1)Marex Capital Markets Inc. (“MCMI”), an affiliate of ours, will act as the agent for the sale of the Notes. MCMI will purchase the Notes from us at anunderwriting discount of $20.00 per $1,000 Principal Amount for distribution to other registered broker-dealers or will offer the Notes directly toinvestors. MCMI will use the underwriting discount to pay selling concessions or fees (including custodial or clearing fees) to other registeredbroker-dealers. See “Supplemental Plan of Distribution (Conflicts of Interest)” on page PS-15 of this document. SUMMARY The information in this “Summary” section is qualified by the more detailed information set forth in the underlying supplements, the prospectussupplement and the prospectus. See “General” in this document. ∎If a Barrier Event does not occur and the Basket Return is greater than zero: $1,000 + ($1,000 × Basket Return × Upside Participation Rate). ∎If a Barrier Event does not occur and the Basket Return is equal to or less than zero: In this case, since a Barrier Event does not occur, meaning that the Underlying Return of each Underlying isabove -20.00%, the Basket Return will be equal to or less than 0.00% but greater than -20.00%. $1,000 + ($1,000 × Underlying Return of the Worst Performing Underlying). In this case, you will lose 1% of the Principal Amount of your Notes for each percentage point that theUnderlying Return of the Worst Performing Underlying is below zero. For example, if the Underlying Return ofthe Worst Performing Underlying is -50.00%, you will suffer a 50% loss and receive 50% of the PrincipalAmount, subject to the credit risk of Marex.If a Barrier Event occurs, you will lose at least 20%, and 46,291.79 with respect to the NKY, $99.56 with respect to the EWY and $57.15 with respect to the EWT, eachof which is 80% of its Initial Value (rounded to two decimal places). A Barrier Event occurs if the Final Value of the Worst Performing Underlying is equal to or less than its BarrierValue. Barrier Event: The Underlying with the lowest Underlying Return. The Basket Return will equal the sum of the products of the Underlying Return for each Underlying multipliedby 1/3. With respect to each Underlying, the quotient, expressed as a percentage, calculated as follows: GENERAL This document relates to an offering of Notes linked to the Underlyings. The purchaser of a Note will acquire a senior unsecured debt security of Marex.Although the offering of Notes relates to the Underlyings, you should not construe that fact as a recommendation as to the merits of a