BGC Group (NASDAQ: BGC) offers $700M exchange of 6.150% 2030 notes

(High)

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

BGC Group, Inc. reported that it has launched an offer to exchange up to $700.0 million aggregate principal amount of its outstanding 6.150% Senior Notes due 2030 for an equivalent amount of its 6.150% Senior Notes due 2030 that are registered under the Securities Act of 1933. The exchange simply replaces existing notes with registered notes having the same principal amount and maturity.

The company also included the customary caution that statements about its business, financial position, liquidity and outlook may be forward-looking and subject to risks and uncertainties described in its SEC reports.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

FAQ

What did BGC (BGC) announce regarding its 6.150% Senior Notes due 2030?

BGC Group, Inc. announced an offer to exchange up to $700.0 million aggregate principal amount of its outstanding 6.150% Senior Notes due 2030 for an equivalent amount of the same notes registered under the Securities Act of 1933.

Does the BGC (BGC) exchange offer change the principal amount or maturity of the notes?

No. The exchange offer covers up to $700.0 million aggregate principal amount of 6.150% Senior Notes due 2030 and replaces them with an equivalent amount of registered notes with the same stated maturity year, 2030.

Why is BGC (BGC) issuing registered 6.150% Senior Notes due 2030?

BGC is offering to exchange its outstanding 6.150% Senior Notes due 2030 for notes that are registered under the Securities Act of 1933, which is a common step to provide holders with securities that are registered for resale under U.S. securities laws.

Is there a press release associated with BGC’s 6.150% Senior Notes exchange offer?

Yes. A press release describing the exchange offer for the 6.150% Senior Notes due 2030 is attached as Exhibit 99.1 and incorporated by reference.

Does BGC (BGC) include any forward-looking statements in connection with this note exchange?

Yes. BGC notes that statements about its business, results, financial position, liquidity and outlook may be forward-looking and subject to risks and uncertainties discussed in its SEC filings.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Understanding 8-K Material Events →

Accepted by SEC EDGAR 08/27/2025 - 09:11 AM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 27, 2025

BGC Group, Inc.

(Exact name of Registrant as specified in its charter)

Delaware

001-35591

86-3748217

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

499 Park Avenue, New York, NY 10022

(Address of principal executive offices)

Registrant’s telephone number, including area code: (212) 610-2200

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common Stock, $0.01 par value		BGC		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01. Other Events.

On August 27, 2025, BGC Group, Inc. (the “Registrant” or “BGC”) issued a press release announcing an offer to exchange up to $700.0 million aggregate principal amount of its outstanding 6.150% Senior Notes due 2030 for an equivalent amount of its 6.150% Senior Notes due 2030 registered under the Securities Act of 1933, as amended.

A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated by reference herein.

Discussion of Forward-Looking Statements About BGC

Statements in this report and in the press release in Exhibit 99.1 to this report regarding BGC that are not historical facts are “forward-looking statements” that involve risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements. These include statements about BGC’s business, results, financial position, liquidity and outlook, which may constitute forward-looking statements and are subject to the risk that the actual impact may differ, possibly materially, from what is currently expected. Except as required by law, BGC undertakes no obligation to update any forward-looking statements. For a discussion of additional risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see BGC’s Securities and Exchange Commission filings, including, but not limited to, the risk factors and Special Note on Forward-Looking Information set forth in these filings and any updates to such risk factors and Special Note on Forward-Looking Information contained in subsequent reports on Form 10-K, Form 10-Q or Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The exhibit index set forth below is incorporated by reference in response to this Item 9.01.

EXHIBIT INDEX

Exhibit No.		Description

99.1		BGC Group, Inc. press release dated August 27, 2025

104		The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

	BGC Group, Inc.

Date: August 27, 2025	By:	/s/ Jason W. Hauf
	Name:	Jason W. Hauf
	Title:	Chief Financial Officer

[Signature page to BGC Group, Inc. Form 8-K regarding the

launch of the exchange offer for its 6.150% Senior Notes due 2030]

Source: View Original Filing on SEC EDGAR