MRX Marex Group PLC

Marex Group plc (“Marex”) (Nasdaq: MRX), the diversified global financial services platform, today announces the pricing of the public offering (the “Offering”) of 8,472,333 ordinary shares by certain selling shareholders (the “Selling Shareholders”) at $24.00 per share. In connection with the Offering, the Selling Shareholders have granted the underwriters a 30-day option to purchase up to an additional 1,270,849 ordinary shares.

Marex is not selling any ordinary shares in the Offering and will not receive any proceeds from any sale of shares by the Selling Shareholders. The Offering is expected to close on October 25, 2024, subject to customary closing conditions.

Barclays, Goldman Sachs & Co. LLC, Jefferies and Keefe, Bruyette & Woods, a Stifel Company, are acting as joint lead book-running managers and as representatives of the underwriters for the proposed Offering. Citigroup, UBS Investment Bank, Piper Sandler & Co. and Berenberg are acting as bookrunners for the Offering. Drexel Hamilton and Loop Capital Markets are acting as co-managers for the Offering.

The proposed Offering is being made only by means of a prospectus. Copies of the prospectus relating to the proposed Offering may be obtained from:

• Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone at 1-888-603-5847, or by email at barclaysprospectus@broadridge.com;
• Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, New York 10282, via telephone: 1-866-471-2526, or via email: prospectus-ny@ny.email.gs.com;
• Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, New York, NY 10022, by phone at (877) 821-7388, or by email at Prospectus_Department@Jefferies.com; or
• Keefe, Bruyette & Woods Inc., 787 Seventh Avenue, Fourth Floor, New York, NY 10019, attention: Equity Capital Markets, or by calling toll free at (800) 966-1559 or emailing USCapitalMarkets@kbw.com.

A registration statement on Form F-1 relating to the Offering has been filed with, and was declared effective by, the U.S. Securities and Exchange Commission (the “SEC”).This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction.

Forward-Looking Statements

This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this release that do not relate to matters of historical fact should be considered forward-looking statements, including the expected closing date of the Offering. In some cases, these forward-looking statements can be identified by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to” or other similar expressions. These forward-looking statements are subject to risks, uncertainties and assumptions, some of which are beyond our control. In addition, these forward-looking statements reflect our current views with respect to future events and are not a guarantee of future performance. Actual outcomes may differ materially from the information contained in the forward-looking statements as a result of a number of factors, including, without limitation: subdued commodity market activity or pricing levels; the effects of geopolitical events, terrorism and wars, such as the effect of Russia’s military action in Ukraine, on market volatility, global macroeconomic conditions and commodity prices; changes in interest rate levels; the risk of our clients and their related financial institutions defaulting on their obligations to us; regulatory, reputational and financial risks as a result of our international operations; software or systems failure, loss or disruption of data or data security failures; an inability to adequately hedge our positions and limitations on our ability to modify contracts and the contractual protections that may be available to us in OTC derivatives transactions; market volatility, reputational risk and regulatory uncertainty related to commodity markets, equities, fixed income, foreign exchange and cryptocurrency; the impact of climate change and the transition to a lower carbon economy on supply chains and the size of the market for certain of our energy products; the impact of changes in judgments, estimates and assumptions made by management in the application of our accounting policies on our reported financial condition and results of operations; lack of sufficient financial liquidity; if we fail to comply with applicable law and regulation, we may be subject to enforcement or other action, forced to cease providing certain services or obliged to change the scope or nature of our operations; significant costs, including adverse impacts on our business, financial condition and results of operations, and expenses associated with compliance with relevant regulations; and if we fail to remediate the material weaknesses we identified in our internal control over financial reporting or prevent material weaknesses in the future, the accuracy and timing of our financial statements may be impacted, which could result in material misstatements in our financial statements or failure to meet our reporting obligations and subject us to potential delisting, regulatory investments or civil or criminal sanctions, and other risks discussed under the caption “Risk Factors” in our Registration Statement filed on Form F-1 with the SEC on October 21, 2024 and our other reports filed with the SEC.

The forward-looking statements made in this release relate only to events or information as of the date on which the statements are made in this release. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.

Enquiries please contact:

Nicola Ratchford / Robert Coates
Marex
+44 (0) 7786548889 / +44 (0) 7880486329 | nratchford@marex.com / rcoates@marex.com

FTI Consulting US / UK
+1 (919) 609-9423 / +44 (0) 7776111 222 | marex@fticonsulting.com