Director Lutnick Brandon bought 600,938 shares and bought $82,631,818 worth of Class B Common Stock (109,232,871 units at $0.76) (SEC Form 4)

10/6/25 5:57:02 PM ET

$BGC

Investment Bankers/Brokers/Service

Finance

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SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Lutnick Brandon

(Last)

(First)

(Middle)

499 PARK AVENUE

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BGC Group, Inc. [ BGC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/06/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock, par value $0.01 per share	10/06/2025		P		96,313,001	A	⁽¹⁾	100,432,185⁽¹⁾⁽⁴⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾	I	See Footnotes⁽¹⁾⁽⁴⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾
Class B Common Stock, par value $0.01 per share	10/06/2025		P		3,946,149	A	⁽²⁾	100,432,185⁽²⁾⁽⁴⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾	I	See Footnotes⁽²⁾⁽⁴⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾
Class B Common Stock, par value $0.01 per share	10/06/2025		P		8,973,721	A	$9.2082⁽³⁾	109,405,906⁽¹⁾⁽²⁾⁽⁴⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾	I	See Footnotes⁽¹⁾⁽²⁾⁽⁴⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾
Class A Common Stock, par value $0.01 per share								8,813	D
Class A Common Stock, par value $0.01 per share	10/06/2025		P		600,938	A	⁽²⁾	1,978,568⁽²⁾⁽⁵⁾⁽⁷⁾⁽⁸⁾	I	See Footnotes⁽²⁾⁽⁵⁾⁽⁷⁾⁽⁸⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. On October 6, 2025, the reporting person, through trusts for which he is trustee with decision making control, closed the purchase of all of the voting shares of CF Group Management, Inc. ("CFGM"), which is the Managing General Partner of Cantor Fitzgerald, L.P. ("CFLP"), from Howard W. Lutnick, in Howard W. Lutnick's capacity as trustee of certain trusts. Following the close of the transaction, the reporting person has beneficial ownership of the 93,340,477 shares of Class B Common Stock, par value $0.01 per share ("Class B Common Stock"), of BGC Group, Inc. (the "Company") held by CFLP and the 2,972,524 shares of Class B Common Stock held by CFGM. The aggregate purchase price of the voting shares of CFGM was $200,000.

2. On October 6, 2025, in a transaction effective concurrently with the transaction described in footnote (1), the reporting person, through trusts for which he is trustee with decision making control, closed the purchase of all of the outstanding equity interests in KBCR Management Partners, LLC ("KBCR") and Tangible Benefits, LLC ("Tangible Benefits"), from Howard W. Lutnick, in Howard W. Lutnick's capacity as trustee of certain trusts. The reporting person had previously reported beneficial ownership of the 2,335,967 shares of Class B Common Stock and the 600,938 shares of Class A Common Stock, par value $0.01 per share ("Class A Common Stock") of the Company held by KBCR, and the 1,610,182 shares of Class B Common Stock held by Tangible Benefits because of the reporting person's position as the manager of each of these entities. The aggregate purchase price of the equity interests of KBCR and Tangible Benefits was $13,096,795.70.

3. On October 6, 2025, in a transaction effective immediately after the transaction described in footnote (1), CFLP closed the purchase of 8,973,721 shares of Class B Common Stock from Howard W. Lutnick. The price per share for the purchase was $9.2082 (equal to the 3-day volume weighted average price of the Company's Class B Common Stock on the Nasdaq Global Select Market on May 14, May 15 and May 16, 2025), reduced by $0.032 per share, which is equal to the amount of the after-tax portion of the (i) dividends declared on such shares of Class A Common Stock but unpaid and with record dates between May 16, 2025 and the transaction date that are payable to Howard W. Lutnick and (ii) dividends paid on such shares of Class B Common Stock to Howard W. Lutnick between May 16, 2025 and the transaction date.

4. The reporting person also has indirect beneficial ownership of 173,035 shares of Class B Common Stock held by LFA, LLC ("LFA").

5. Consists of 1,978,568 shares of Class A Common Stock held indirectly, consisting of (i) 600,938 shares of Class A Common Stock held by KBCR, (ii) 50,240 shares of Class A Common Stock held by LFA, (iii) 796,850 shares of Class A Common Stock held by various trust accounts for the benefit of the descendants of Mr. Howard W. Lutnick and his immediate family, and (iv) 530,540 shares of Class A Common Stock held by various other trust accounts for the benefit of Mr. Howard W. Lutnick's immediate family.

6. The shares of Class B Common Stock are convertible at any time on a one-for-one basis (subject to adjustment) into shares of Class A Common Stock.

7. CFGM is the Managing General Partner of CFLP and KBCR is a non-managing General Partner of CFLP. Securities held by CFGM and CFLP are included on this report because the reporting person is the Chairman and Chief Executive Officer and also the trustee with decision making control of trusts that hold all of the voting shares of CFGM. Securities held by KBCR, Tangible Benefits, and LFA are included on this report because of the reporting person's position as the manager of each entity and through the reporting person's control of KBCR and Tangible Benefits as trustee with decision making control of trusts which hold all of the issued and outstanding equity interests of KBCR and Tangible Benefits.

8. (Continued from Footnote 7) Securities held by the trusts described in this report are included on this report because (i) the beneficiaries of such trusts include the reporting person and/or members of his immediate family, and (ii) of the reporting person's position as trustee with decision making control. The reporting person disclaims beneficial ownership of all securities held by CFGM, CFLP, KBCR, Tangible Benefits, and LFA in excess of his pecuniary interest, if any, and this report shall not be deemed an admission that he is the beneficial owner of, or has pecuniary interest in, any such excess securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

	/s/ Brandon G. Lutnick	10/06/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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Date

Price Target

Rating

Analyst

2/25/2025

$16.00

Buy

BofA Securities

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security (Instr. 3)

2. Transaction Date (Month/Day/Year)

2A. Deemed Execution Date, if any (Month/Day/Year)

3. Transaction Code (Instr. 8)

4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)

5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)

6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)

7. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

Amount

(A) or (D)

Price

Class B Common Stock, par value $0.01 per share

10/06/2025

96,313,001

⁽¹⁾

100,432,185⁽¹⁾⁽⁴⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾

See Footnotes⁽¹⁾⁽⁴⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾

Class B Common Stock, par value $0.01 per share

10/06/2025

3,946,149

⁽²⁾

100,432,185⁽²⁾⁽⁴⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾

See Footnotes⁽²⁾⁽⁴⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾

Class B Common Stock, par value $0.01 per share

10/06/2025

8,973,721

$9.2082⁽³⁾

109,405,906⁽¹⁾⁽²⁾⁽⁴⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾

See Footnotes⁽¹⁾⁽²⁾⁽⁴⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾

Class A Common Stock, par value $0.01 per share

8,813

Class A Common Stock, par value $0.01 per share

10/06/2025

600,938

⁽²⁾

1,978,568⁽²⁾⁽⁵⁾⁽⁷⁾⁽⁸⁾

See Footnotes⁽²⁾⁽⁵⁾⁽⁷⁾⁽⁸⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Date

Price Target

Rating

Analyst

2/25/2025

$16.00

Buy

BofA Securities

Director Lutnick Brandon bought 600,938 shares and bought $82,631,818 worth of Class B Common Stock (109,232,871 units at $0.76) (SEC Form 4)

Crush Q3 2025 with the Best AI Superconnector

Recent Analyst Ratings for
$BGC

Director Lutnick Brandon bought 600,938 shares and bought $82,631,818 worth of Class B Common Stock (109,232,871 units at $0.76) (SEC Form 4)

Crush Q3 2025 with the Best AI Superconnector

Recent Analyst Ratings for
$BGC

$BGC
Press Releases

BGC Group Announces Its 2025 Virtual Annual Meeting of Stockholders

BGC Group to Report Third Quarter 2025 Financial Results on November 6, 2025

BGC Group Announces Acquisition of Macro Hive to Expand Agency Business

$BGC
Analyst Ratings

BofA Securities initiated coverage on BGC Group with a new price target

$BGC
Insider Trading

Chairman of the Board & GC Merkel Stephen M returned $152,066 worth of shares to the company (16,511 units at $9.21), decreasing direct ownership by 11% to 134,435 units (SEC Form 4)

Managing General Partner CFLP Cf Group Management Inc bought $82,631,818 worth of Class B Common Stock (8,973,721 units at $9.21) (SEC Form 4)

Director Cantor Fitzgerald, L. P. bought $82,631,818 worth of Class B Common Stock (8,973,721 units at $9.21), increasing direct ownership by 10% to 102,314,198 units (SEC Form 4)

$BGC
Insider Purchases

Managing General Partner CFLP Cf Group Management Inc bought $82,631,818 worth of Class B Common Stock (8,973,721 units at $9.21) (SEC Form 4)

Director Cantor Fitzgerald, L. P. bought $82,631,818 worth of Class B Common Stock (8,973,721 units at $9.21), increasing direct ownership by 10% to 102,314,198 units (SEC Form 4)