EX-25.1 22 d835566dex251.htm EX-25.1

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 27th 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.