Marex Group plc Ordinary Shares (MRX) F-1 Registration statement (foreign)

Exhibit 25.1

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939

OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

☐ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305 (b)(2)

CITIBANK, N.A.

(Exact name of Trustee as specified in its charter)

A National Banking Association	13-5266470
(Jurisdiction of incorporation or organization if not a U.S. national bank)	(I.R.S. Employer Identification No. )
399 Park Avenue, New York, New York	10043
(Address of principal executive office)	(Zip Code)

Citibank, N.A.

388 Greenwich Street

New York, N.Y. 10013

(212) 816-0392

(Name, address, and telephone number of agent for service)

Marex Group PLC

(Exact name of obligor as specified in its charter)

England and Wales	Not Applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
155 Bishopsgate

London, EC2M 3TQ, United Kingdom

(Address of principal executive offices)

Senior Debt Securities

(Title of Indenture Securities)

Item 1. General Information.

Furnish the following information as to the trustee:

(a) Name and address of each examining or supervising authority to which it is subject.

Name	Address
Comptroller of the Currency	Washington, D.C.
Federal Reserve Bank of New York	33 Liberty Street, New York, NY
Federal Deposit Insurance Corporation	Washington, D.C.

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

Item 2. Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

Items 3-15. Not Applicable.

Item 16. List of Exhibits.

List below all exhibits filed as a part of this Statement of Eligibility.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as exhibits hereto.

Exhibit 1 - Copy of Articles of Association of the Trustee, as now in effect. (Exhibit 1 to T-1 filed as exhibit to the Filing 305B2 dated October 5, 2012 under File No. 333-183223).

Exhibit 2 - Copy of certificate of authority of the Trustee to commence business. (attached).

Exhibit 3 - Copy of authorization of the Trustee to exercise corporate trust powers. (Exhibit 3 to T-1 filed May 5, 2014 under File No. 333-195697).

Exhibit 4 - Copy of existing By-Laws of the Trustee. (Exhibit 4 to T-1 filed as exhibit to the Filing 305B2 dated October 5, 2012 under File No. 333-183223).

Exhibit 5 - Not applicable.

Exhibit 6 - The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939. (Exhibit 6 to T-1 filed May 5, 2014 under File No. 333-195697).

Exhibit 7 - Copy of the latest Report of Condition of Citibank, N.A. (as of December 31, 2023 - attached)

Exhibit 8 - Not applicable.

Exhibit 9 - Not applicable.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee, Citibank, N.A., a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York and State of New York, on the 27^th day of September 2024.

CITIBANK, N.A.
By	/s/ Eva Waite
	Eva Waite
	Senior Trust Officer

Exhibit 2

CERTIFICATE OF CORPORATE EXISTENCE AND FIDUCIARY POWERS

I, Michael J. Hsu, Acting Comptroller of the Currency, do hereby certify that:

1. The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq, as amended, and 12 USC 1, et seq, as amended, has possession, custody, and control of all records pertaining to the chartering, regulation, and supervision of all national banking associations.

2. “Citibank, N.A.,” Sioux Falls, South Dakota (Charter No. 1461), is a national banking association formed under the laws of the United States and is authorized thereunder to transact the business of banking and exercise fiduciary powers on the date of this certificate.

IN TESTIMONY WHEREOF, today, July 11, 2024, I have hereunto subscribed my name and caused my seal of office to be affixed to these presents at the U.S. Department of the Treasury, in the City of Washington, District of Columbia.

2024-01121-C

EXHIBIT 7

REPORT OF CONDITION

CONSOLIDATED BALANCE SHEET Citigroup Inc. and Subsidiaries

In millions of dollars	June 30, 2024 (Unaudited)			December 31, 2023
Assets
Cash and due from banks (including segregated cash and other deposits)	$	26,917		$	27,342
Deposits with banks, net of allowance		219,217			233,590
Securities borrowed and purchased under agreements to resell (including $178,062 and $206,059 as of June 30, 2024 and December 31, 2023, respectively, at fair value), net of allowance		317,970			345,700
Brokerage receivables, net of allowance		64,563			53,915
Trading account assets (including $210,375 and $197,156 pledged to creditors as of June 30, 2024 and December 31, 2023, respectively)		446,339			411,756
Investments:
Available-for-sale debt securities (including $2,859 and $11,868 pledged to creditors as of June 30, 2024 and December 31, 2023, respectively)		249,362			256,936
Held-to-maturity debt securities, net of allowance (fair value of which is $230,283 and $235,001 as of June 30, 2024 and December 31, 2023, respectively) (includes $87 and $71 pledged to creditors as of June 30, 2024 and December 31, 2023, respectively)		251,125			254,247
Equity securities (including $696 and $766 as of June 30, 2024 and December 31, 2023, respectively, at fair value)		7,789			7,902
Total investments	$	508,276		$	519,085
Loans:
Consumer (including $294 and $313 as of June 30, 2024 and December 31, 2023, respectively, at fair value)		386,117			389,197
Corporate (including $8,232 and $7,281 as of June 30, 2024 and December 31, 2023, respectively, at fair value)		301,605			300,165
Loans, net of unearned income	$	687,722		$	689,362
Allowance for credit losses on loans (ACLL)		(18,216	)		(18,145	)
Total loans, net	$	669,506		$	671,217
Goodwill		19,704			20,098
Intangible assets (including MSRs of $709 and $691 as of June 30, 2024 and December 31, 2023, respectively)		4,226			4,421
Premises and equipment, net of depreciation and amortization		29,399			28,747
Other assets (including $14,981 and $12,290 as of June 30, 2024 and December 31, 2023, respectively, at fair value), net of allowance		99,569			95,963
Total assets	$	2,405,686		$	2,411,834

Statement continues on the next page.

CONSOLIDATED BALANCE SHEET (Continued) Citigroup Inc. and Subsidiaries

In millions of dollars, except shares and per share amounts	June 30, 2024 (Unaudited)			December 31, 2023
Liabilities
Deposits (including $3,400 and $2,440 as of June 30, 2024 and December 31, 2023, respectively, at fair value)	$	1,278,137		$	1,308,681
Securities loaned and sold under agreements to repurchase (including $69,768 and $62,485 as of June 30, 2024 and December 31, 2023, respectively, at fair value)		305,206			278,107
Brokerage payables (including $5,385 and $4,321 as of June 30, 2024 and December 31, 2023, respectively, at fair value)		73,621			63,539
Trading account liabilities		151,259			155,345
Short-term borrowings (including $11,744 and $6,545 as of June 30, 2024 and December 31, 2023, respectively, at fair value)		38,694			37,457
Long-term debt (including $109,406 and $116,338 as of June 30, 2024 and December 31, 2023, respectively, at fair value)		280,321			286,619
Other liabilities, plus allowances		69,304			75,835
Total liabilities	$	2,196,542		$	2,205,583
Stockholders’ equity
Preferred stock ($1.00 par value; authorized shares: 30 million), issued shares: as of June 30, 2024—724,000 and as of December 31, 2023—704,000, at aggregate liquidation value	$	18,100		$	17,600
Common stock ($0.01 par value; authorized shares: 6 billion), issued shares: as of June 30, 2024—3,099,718,745 and as of December 31, 2023—3,099,691,704		31			31
Additional paid-in capital		108,785			108,955
Retained earnings		202,913			198,905
Treasury stock, at cost: June 30, 2024—1,191,923,520 shares and December 31, 2023—1,196,577,865 shares		(74,842	)		(75,238	)
Accumulated other comprehensive income (loss) (AOCI)		(46,677	)		(44,800	)
Total Citigroup stockholders’ equity	$	208,310		$	205,453
Noncontrolling interests		834			798
Total equity	$	209,144		$	206,251
Total liabilities and equity	$	2,405,686		$	2,411,834

The Notes to the Consolidated Financial Statements are an integral part of these Consolidated Financial Statements.