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Macquarie Group Limited (ASX:MQG) has informed the market that two tranches of unquoted equity securities—97,857 Performance Share Units (PSUs) and 4,463 Deferred Share Units (DSUs)—expired on 30 June 2026 after the associated conditions were not fulfilled or became impossible to satisfy, as detailed in the company's update filed on 6 July 2026. No payment was made by Macquarie Group to holders in relation to the expiry of these securities. Investors monitoring Macquarie's employee remuneration framework and issued capital should note the reduction in unquoted equity securities following this event.
Key Points
- Entity: Macquarie Group Limited (ASX:MQG)
- 97,857 Performance Share Units (MQGAO) expired on 30 June 2026 due to unmet performance conditions
- 4,463 Deferred Share Units (MQGAM) also expired on 30 June 2026, with cancellations occurring across multiple participants and dates during the period
- No compensation was provided by Macquarie Group for the cessation of either security type
- Post-expiry, Macquarie's ordinary fully paid shares total 383,631,025
- Remaining unquoted securities: 426,639 PSUs and 4,867,418 DSUs
- Investors should monitor further Appendix 3H filings or updates regarding Macquarie's remuneration and incentive schemes
Reasons Behind the Expiry of Macquarie Group's Performance and Deferred Share Units on 30 June 2026
The expiry of Macquarie Group's PSUs and DSUs resulted from the failure to meet, or the impossibility of meeting, the conditions attached to these securities. This mechanism is standard within equity-based remuneration plans at major financial institutions, where securities convert to ordinary shares only if specified performance or service criteria are achieved within a designated timeframe.
According to the company update, no consideration was paid to holders upon the lapse of these securities. The cessation date for both PSU and DSU classes was 30 June 2026, coinciding with the financial year-end—a typical assessment point for performance conditions, after which unmet securities are formally cancelled or forfeited.
Implications of the Expiry of 97,857 Performance Share Units for Macquarie's MQGAO Class
The expired Performance Share Units bear the ASX code MQGAO. A total of 97,857 units lapsed, reducing the outstanding MQGAO securities to 426,639. These unquoted equity instruments do not trade on the ASX like ordinary shares and only convert upon satisfaction of performance conditions.
The forfeiture of PSUs is common in executive and senior staff remuneration schemes at leading Australian financial firms. When performance benchmarks—such as financial targets, total shareholder return, or operational goals—are not met within the vesting period, the units are forfeited rather than converted. Macquarie did not disclose which specific performance criteria were unmet for the lapsed MQGAO units.
Deferred Share Unit Cancellations Involving Multiple Participants and Dates
The 4,463 Deferred Share Units (MQGAM) expired with additional details: cancellations involved multiple participants and occurred on various dates during the period, although the official cessation date is recorded as 30 June 2026. This reflects the administrative consolidation of individual forfeitures into a single regulatory report.
DSUs typically form part of deferred remuneration arrangements, where a portion of employee compensation is held in conditional equity that vests over time, subject to continued employment or service conditions. The multiple cancellations suggest staff departures or other qualifying events during the period. Macquarie did not disclose participant identities or specific forfeiture reasons beyond the general statement that conditions were unmet or unsatisfiable.
Macquarie Group's Ordinary Share Count Remains at 383,631,025 Post-Expiry
Since the lapsed PSUs and DSUs are unquoted conditional securities rather than ordinary shares, their expiry does not reduce Macquarie Group's ordinary share count. The update confirms the ordinary fully paid shares (ASX:MQG) remain at 383,631,025, a figure used by ASX to calculate market capitalization.
Understanding the distinction between quoted and unquoted securities is crucial for investors. Unquoted PSUs and DSUs represent potential future dilution if they vest and convert. Their lapse slightly decreases the theoretical maximum dilution from Macquarie's equity remuneration plans, though the impact is limited relative to the total ordinary shares exceeding 383 million.
Outstanding Unquoted Equity Securities Following 30 June 2026 Adjustments
After the cessation of the MQGAO and MQGAM securities, Macquarie Group retains 426,639 Performance Share Units and 4,867,418 Deferred Share Units outstanding. These represent conditional equity instruments that may convert into ordinary shares if vesting conditions are met in the future.
The larger number of DSUs compared to PSUs reflects the widespread use of deferred remuneration across Macquarie’s workforce, consistent with APRA remuneration requirements. Investors tracking potential dilution should watch for future Appendix 3H and Appendix 2A filings for updates on these unquoted securities.
Macquarie Group’s Quoted Capital Notes Unaffected by PSU and DSU Expiry
The update also confirms that Macquarie Group’s quoted capital notes remain unchanged by the PSU and DSU expiry. These include:
- MQGPD (CAP NOTE 3-BBSW+4.15% PERP NON-CUM RED T-09-26) with 9,054,910 securities
- MQGPE (CAP NOTE 3-BBSW+2.90% PERP NON-CUM RED T-09-27) with 7,254,400 securities
- MQGPF (CAP NOTE 3-BBSW+3.70% PERP NON-CUM RED T-09-29) with 7,500,000 securities
- MQGPG (CAP NOTE 3-BBSW+2.65% PERP NON-CUM RED T-12-31) with 15,000,000 securities
These perpetual non-cumulative redeemable capital notes form part of Macquarie’s regulatory capital and have redemption dates ranging from September 2026 to December 2031. The update did not indicate any changes to these notes related to the 30 June 2026 expiry event.
Role of Appendix 3H Filings in Macquarie Group’s Remuneration Oversight
Lodging an Appendix 3H with ASX is required whenever a listed entity’s securities cease through lapse, cancellation, forfeiture, or expiry. For Macquarie Group, which operates extensive deferred remuneration and equity participation programs globally, such filings are routine in capital management reporting.
These disclosures provide transparency for investors, analysts, and regulators to track changes in equity pools and potential dilution from unvested remuneration instruments. Equity-based remuneration is a key part of Macquarie’s staff retention and performance alignment strategy, and these filings reveal how these programs evolve as conditions are met or deemed unachievable.
No Compensation Provided and Limited Additional Disclosure for PSU Expiry
Macquarie Group confirmed no compensation was paid to holders of the 97,857 lapsed Performance Share Units. The company also stated no further information regarding this cessation was provided. This aligns with standard practice where performance-linked securities lapse due to unmet conditions, resulting in forfeiture without payment.
The limited disclosure contrasts with the DSU expiry, where Macquarie noted cancellations involved multiple participants and dates. While this context aids market understanding, it does not change the regulatory outcome—both security classes ceased as of 30 June 2026 and are excluded from Macquarie’s active unquoted securities register beyond the updated totals.
Investor Considerations Following Macquarie Group’s Capital Update
The immediate impact of this cessation on Macquarie Group’s capital structure is modest given the company’s large issued capital base. The lapsed 97,857 PSUs and 4,463 DSUs represent a small portion of total unquoted equity instruments and do not convert automatically into ordinary shares. Public information did not indicate any immediate share price effect.
Investors should monitor future Appendix 3H and Appendix 2A filings for changes in PSU and DSU balances, especially as Macquarie progresses through upcoming performance assessment periods. Significant increases in forfeitures might warrant attention regarding staff retention or performance trends, though no conclusions should be drawn from this routine notification alone. The next major disclosure milestone is likely Macquarie’s forthcoming annual or remuneration report detailing vesting outcomes and equity plan specifics.
