BGC Group, Inc. SEC Filings

CF Group Management Inc. reported that Cantor Fitzgerald, L.P. purchased 8,973,721 shares of BGC Group, Inc. Class B common stock on 10/06/2025 at $9.2082 per share, increasing aggregate beneficial ownership reported to 102,314,198 Class B shares (indirect). The purchase price was based on a three-day VWAP of the Company’s Class A shares from 05/14/2025–05/16/2025, reduced by $0.032 per share to account for after-tax dividend amounts paid or payable to the seller, Howard W. Lutnick.

The filing also shows a simultaneous disposal of 2,972,524 Class B shares. Class B shares are convertible one-for-one into Class A shares. CF Group Management, Inc. is the managing general partner of Cantor Fitzgerald, L.P., and disclaims beneficial ownership beyond its pecuniary interest.

BGC Group, Inc. reported that Cantor Fitzgerald, L.P., a director and >10% owner, purchased $9.2082 per share for 8,973,721 shares of Class B common stock on 10/06/2025. After the transaction, the reporting person beneficially owns 102,314,198 shares. The filing explains the per-share price was set equal to the 3-day VWAP of the Company’s Class A shares on 05/14/2025-05/16/2025, reduced by $0.032 to reflect after-tax dividend amounts payable to the seller. The Class B shares are convertible one-for-one into Class A shares, which preserves potential voting or economic alignment between share classes.

Howard W. Lutnick, a director and 10% owner of BGC Group, Inc. (BGC), reported multiple transactions effective 10/06/2025 that materially changed his indirect holdings and voting interests. He closed a sale of the voting shares of CF Group Management, Inc. (the managing general partner of Cantor Fitzgerald, L.P.) for $200,000, after which he no longer beneficially owned the 93,340,477 Class B shares held by CFLP or the 2,972,524 Class B shares held by CFGM. He also sold equity interests in KBCR Management Partners and Tangible Benefits for an aggregate $13,096,795.70, relinquishing 2,335,967 Class B shares and 600,938 Class A shares those entities held. Separately, the company repurchased 337,765 Class A shares originating in retirement accounts at $9.2082 per share. Lutnick sold 8,973,721 Class B shares held directly to CFLP at $9.2082 per share (net of specified dividend adjustments). The filing disclaims beneficial ownership of securities held by the listed entities beyond any pecuniary interest.

Brandon G. Lutnick reported multiple related-party purchases that materially increased his indirect ownership of BGC Group, Inc. common stock. On 10/06/2025 he closed the purchase of the voting shares of CF Group Management, Inc. for an aggregate price of $200,000, giving him beneficial ownership of 93,340,477 Class B shares held by Cantor Fitzgerald, L.P. and 2,972,524 Class B shares held by CFGM.

Concurrently he acquired all equity interests in KBCR Management Partners, LLC and Tangible Benefits, LLC for $13,096,795.70, which consolidates prior reported holdings and resulted in aggregated reported holdings of 109,405,906 Class B shares and 1,978,568 Class A shares (post-transactions). Separately, CFLP purchased 8,973,721 Class B shares at $9.2082 per share (3-day VWAP basis, adjusted). The report describes these holdings as indirect through trusts and entities where he is trustee or manager and disclaims beneficial ownership beyond his pecuniary interest.

BGC Group, Inc. disclosed a set of related-party stock transfers and a company share repurchase. Trusts controlled by Brandon G. Lutnick purchased all voting shares of CF Group Management, Inc. for $200,000, using cash on hand. Cantor Fitzgerald, L.P. acquired 8,973,721 shares of the Company’s Class B common stock from Howard W. Lutnick at $9.2082 per share less $0.032 per share for after-tax dividends, funded with CFLP cash on hand. Additional trusts controlled by Brandon Lutnick bought equity interests tied to company shares for $13,096,795.70. Separately, the company repurchased 337,765 shares of Class A common stock originating from retirement accounts under its existing repurchase authorization, with the Audit Committee’s express approval.

BGC Group, Inc. filing amends a prior Schedule 13D to report that Howard W. Lutnick has completed the previously disclosed divestiture of his holdings in the company in connection with his appointment as the U.S. Secretary of Commerce. The sale closed on 10/06/2025, and the amendment states Mr. Lutnick no longer holds any Class A or Class B Common Stock and has 0 voting or dispositive power. The filing formally records that he ceased to be a beneficial owner of more than 5% of the Class A Common Stock and is no longer a Reporting Person.

BGC Group ownership shifts as family transfers close and voting control consolidates. The reporting group describes the closing of transactions that moved substantial Class B and related interests from Howard W. Lutnick to trusts and entities controlled by Brandon G. Lutnick. As a result of the closings, certain entities controlled by the Lutnick family collectively hold voting and dispositive power over large blocks of stock, including 102,314,198 shares of Class A Common Stock acquirable on conversion of Class B shares, representing 21.9% for CFLP and in aggregate providing Mr. Brandon G. Lutnick potential beneficial ownership of 75.1% of total voting power. The filing lists purchase prices: $9.2082 per share for 8,973,721 Class B shares and aggregate consideration of $13,096,795.70 for certain LLC interests. A voting and transfer agreement and an irrevocable proxy are disclosed to reflect voting arrangements.

BGC Group, Inc. filed a definitive proxy statement covering the 2025 annual meeting and includes three shareholder proposals: election of directors, ratification of the independent auditor, and an advisory vote on executive compensation. The filing describes recent leadership changes effective February 18, 2025, naming Co‑Principal Executive Officers and adjustments to executive responsibilities.

The Compensation Discussion & Analysis explains the company’s mix of cash and equity incentives, long‑term RSU and RSU‑LLP awards tied to service and revenue conditions (often a $5 million quarterly revenue vesting condition), and a Clawback Policy for incentive compensation tied to restatements. The Corporate Conversion to a full C‑corporation and substitution of partnership units with RSAs, RSUs and RSU tax accounts is described. Cantor affiliates (CF Group Management and Cantor Fitzgerald) control ~66.1% of total voting power. Related‑party arrangements, master services agreements, market‑making and financing relationships with Cantor and affiliates are disclosed. Audit, Compensation and Corporate Responsibility committee activities and fees are summarized, and procedures for requesting proxy materials are included.