Macquarie Group Limited (ASX: MQG) has notified the market of the cessation of two tranches of unquoted equity securities, comprising 97,857 Performance Share Units (PSUs) and 4,463 Deferred Share Units (DSUs), both of which lapsed on 30 June 2026. The cessation occurred because the conditions attached to these securities were not met, or had become incapable of being satisfied, according to the company update lodged on 6 July 2026. No consideration was paid by Macquarie Group to holders in connection with the lapse of either security class. Investors tracking Macquarie’s employee remuneration structure and issued capital position may note this reduction in unquoted equity securities on issue following the cessation.
Key Points
- Company: Macquarie Group Limited (ASX: MQG)
- 97,857 Performance Share Units (MQGAO) lapsed on 30 June 2026 due to unmet conditions
- 4,463 Deferred Share Units (MQGAM) also lapsed on 30 June 2026, with the DSU cancellations occurring across multiple participants and multiple dates during the period
- No consideration was paid by Macquarie Group for the cessation of either security class
- Following the changes, Macquarie’s ordinary fully paid shares on issue stand at 383,631,025
- Remaining unquoted PSUs on issue: 426,639; remaining unquoted DSUs on issue: 4,867,418
- Investors should watch for any further Appendix 3H filings or updates to Macquarie’s remuneration and incentive structures
Why Macquarie Group’s Performance Share Units and Deferred Share Units Lapsed on 30 June 2026
The cessation of Macquarie Group’s Performance Share Units and Deferred Share Units was triggered by the failure of attached conditions to be met, or by those conditions becoming incapable of being satisfied. This is a standard mechanism within equity-based remuneration frameworks used by large financial institutions, where securities are only converted into ordinary shares if pre-defined performance or service hurdles are achieved within a set timeframe.
Macquarie Group confirmed in the company update that it paid no consideration to holders of either the PSUs or DSUs in connection with the lapse. The cessation date for both security classes was recorded as 30 June 2026, which aligns with the end of the financial year — a common point at which performance conditions are assessed and, where unmet, securities are formally cancelled or forfeited.
What the Lapse of 97,857 Performance Share Units Means for Macquarie’s MQGAO Class
The Performance Share Units that have ceased carry the ASX security code MQGAO. A total of 97,857 units in this class have lapsed, reducing the total number of MQGAO securities remaining on issue to 426,639. These are unquoted equity securities, meaning they do not trade on the ASX in the same way as Macquarie’s ordinary shares, and their conversion into ordinary shares is conditional upon performance outcomes being satisfied.
The lapse of PSUs is not uncommon in executive and senior staff remuneration programmes at major Australian financial institutions. When performance thresholds — which may relate to financial metrics, total shareholder return, or other operational benchmarks — are not achieved within the applicable vesting period, the units are forfeited rather than converted into shares. Macquarie Group did not disclose in the company update which specific performance conditions were not met in relation to the lapsed MQGAO units.
Deferred Share Unit Cancellations Across Multiple Participants and Dates During the Period
The cessation of 4,463 Deferred Share Units under the MQGAM class carries an additional detail not present for the PSU cessation. Macquarie Group noted in the filing that the DSU cancellations pertained to a number of participants across a number of different dates during the period, though the formal cessation date for reporting purposes is recorded as 30 June 2026. This reflects the administrative process of aggregating individual forfeitures into a single regulatory notification.
Deferred Share Units typically form part of deferred remuneration arrangements, where a portion of an employee’s compensation is held in a conditional equity instrument that vests over time, subject to continued employment or other service conditions. The cancellation of DSUs by multiple participants suggests departures or other qualifying events occurred across a group of staff during the reporting period. Macquarie Group did not disclose the identities of the participants or the specific reasons for individual forfeitures beyond the broad disclosure that conditions had not been, or had become incapable of being, satisfied.
Macquarie Group’s Ordinary Share Count Remains at 383,631,025 After the Cessation
Because the lapsed PSUs and DSUs were unquoted conditional securities rather than ordinary shares, their cessation does not directly reduce Macquarie Group’s ordinary share count. The company update confirms that Macquarie’s ordinary fully paid shares (ASX: MQG) remain at 383,631,025 following the changes. This figure is used by ASX in calculating the company’s total market capitalisation.
The distinction between quoted and unquoted securities is important for investors to understand. Unquoted PSUs and DSUs represent potential future dilution to ordinary shareholders if and when they vest and convert to shares. Their lapse, therefore, marginally reduces the theoretical maximum future dilution from Macquarie’s equity remuneration plans, though the overall impact of the lapsed units relative to the total ordinary share count of more than 383 million shares is limited.
Macquarie Group’s Remaining Unquoted Equity Securities After the 30 June 2026 Changes
Following the cessation of the MQGAO and MQGAM securities described in the filing, Macquarie Group’s remaining unquoted equity securities comprise 426,639 Performance Share Units under the MQGAO class and 4,867,418 Deferred Share Units under the MQGAM class. These figures represent the total outstanding conditional equity instruments that remain capable of converting into ordinary shares if applicable vesting conditions are satisfied in future periods.
The relatively larger pool of remaining DSUs compared to PSUs reflects the broader use of deferred remuneration instruments across Macquarie’s workforce, a structure common among major financial services firms operating under APRA’s remuneration requirements. Investors and analysts tracking potential share dilution from Macquarie’s incentive plans may monitor future Appendix 3H filings and Appendix 2A notifications for changes to these unquoted classes.
Macquarie Group’s Quoted Capital Note Securities Remain Unchanged
The company update also provides an updated view of Macquarie Group’s quoted capital structure beyond ordinary shares. The filing confirms that several classes of Capital Notes remain on issue and are unaffected by the PSU and DSU cessation event. These include MQGPD (CAP NOTE 3-BBSW+4.15% PERP NON-CUM RED T-09-26) with 9,054,910 securities on issue, 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, and MQGPG (CAP NOTE 3-BBSW+2.65% PERP NON-CUM RED T-12-31) with 15,000,000 securities on issue.
These perpetual non-cumulative redeemable capital notes form part of Macquarie’s regulatory capital structure and are distinct from the equity remuneration instruments that lapsed. Their redemption dates range from September 2026 through to December 2031, providing a range of maturity profiles across Macquarie’s hybrid capital base. The company update did not indicate any changes to these capital note securities in connection with the 30 June 2026 cessation event.
How Appendix 3H Filings Reflect Macquarie Group’s Ongoing Remuneration Governance
The lodgement of an Appendix 3H with ASX is a mandatory regulatory step required whenever a listed entity’s securities cease — whether through lapse, cancellation, forfeiture, or expiry. For a company the size and complexity of Macquarie Group, which operates extensive deferred remuneration and equity participation programmes across its global workforce, such filings are a routine part of ongoing capital management reporting obligations.
The transparency provided through these filings allows investors, analysts, and regulators to monitor changes to a company’s equity pool, including potential dilution from unvested remuneration instruments. For Macquarie Group specifically, equity-based remuneration is a significant component of its staff retention and performance alignment strategy, and these filings provide visibility into how those programmes evolve over time as conditions are either met or, as in this case, determined to be unachievable.
No Consideration Paid and No Additional Disclosure Volunteered for the PSU Cessation
Macquarie Group confirmed in the filing that it is not paying any consideration to holders in connection with the cessation of the 97,857 Performance Share Units. The company also indicated there was no additional information it wished to notify to the market regarding this specific cessation event. This is consistent with the treatment of performance-linked securities that lapse due to unmet conditions — the holder simply forfeits the conditional right without receiving any compensating payment.
The absence of additional disclosure for the PSU cessation contrasts slightly with the DSU cessation, where Macquarie Group did volunteer the clarifying note that cancellations occurred across multiple participants and dates. This additional context for the DSUs is helpful for market understanding but does not alter the regulatory outcome — both classes of securities have ceased as of 30 June 2026 and are no longer included in Macquarie Group’s live unquoted securities register beyond the updated totals disclosed.
What Investors Should Monitor Following This Macquarie Group Capital Update
For investors following Macquarie Group’s capital structure, the immediate practical impact of this cessation event is modest given the scale of Macquarie’s overall issued capital. The 97,857 lapsed PSUs and 4,463 lapsed DSUs represent a small fraction of the total unquoted equity instruments on issue, and neither class converts automatically into the company’s ordinary share count. The immediate share price impact was not clear from available public information.
Looking ahead, investors may wish to monitor subsequent Appendix 3H or Appendix 2A filings from Macquarie Group for further changes to its PSU and DSU pools, particularly as the company moves through future performance assessment periods. Any significant increase in forfeitures across remuneration programmes could be a signal worth examining in the context of broader staff retention trends or performance outcomes, though no such inference should be drawn from this single routine notification alone. The next key milestone for Macquarie Group’s remuneration disclosures is likely to be the company’s next annual report or remuneration report, where vesting outcomes and equity plan details are typically set out in full.