FWP

FWP 1 d215619dfwp.htm FWP FWP

Filed Pursuant to Rule 433

Issuer Free Writing Prospectus dated April 16, 2026

Relating to Preliminary Prospectus Supplement dated April 16, 2026

and Prospectus dated May 1, 2025

Registration No. 333-286884

Marex Group plc

Pricing Term Sheet

$500,000,000 5.680% Senior Notes due 2031

Issuer:

Marex Group plc (the “Issuer”)

Security Title:

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

Principal Amount:

$500,000,000

Net Proceeds to Issuer

(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.

Offer to Repurchase Upon a Change

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.

Assumption of Obligations by Holding

Company of the Group; Substitution of

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

Jefferies LLC

J.P. Morgan Securities LLC

Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Issuer’s preliminary prospectus supplement, dated April 16, 2026 (the “preliminary prospectus supplement”), to the Issuer’s base prospectus, dated May 1, 2025 (together with the preliminary prospectus supplement, the “prospectus”).

*It is expected that delivery of the Notes will be made against payment therefor on or about April 21, 2026. Under Rule 15c6-1 under the Exchange Act, trades in the secondary market generally are required to settle in one business day, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes prior to the date that is one business day preceding the Settlement Date will be required, by virtue of the fact that the Notes initially will settle on or about April 21, 2026, to specify an alternative

settlement cycle at the time of any such trade to prevent failed settlement. Such purchasers should consult their own advisors in this regard.

**Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

The Issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may obtain these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the Issuer, any Joint Book-Running Manager, or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Goldman Sachs & Co. LLC toll-free at (866) 471-2526, Jefferies LLC toll-free at (877) 877-0696 or J.P. Morgan Securities LLC at (212) 834-4533.

Any disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded. Such disclaimers or other notices were automatically generated as a result of this communication being sent via Bloomberg or another email system.

SEC Form FWP filed by Marex Group plc