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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): May 15, 2026
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 1.01. |
Entry into a
Material Definitive Agreement. |
The
information set forth in Item 8.01 of this Current Report on Form 8-K is incorporated herein by reference.
| Item 2.03. |
Creation of
a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The
information set forth in Item 8.01 of this Current Report on Form 8-K is incorporated herein by reference.
On
May 15, 2026, BGC Group, Inc. (“BGC” or the “Company”) entered into the Third Amended and Restated Credit Agreement
(“Third A&R Credit Agreement”), which amends and restates that certain Second Amended and Restated Credit Agreement dated
as of April 26, 2024, as amended by that First Amendment to Second Amended and Restated Credit Agreement dated December 6, 2024 (as so
amended and as further amended, restated, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”),
by and among the Company, the several financial institutions from time to time party thereto, as Lenders, and Bank of America, N.A.,
as Administrative Agent. Pursuant to the Third A&R Credit Agreement, the Lenders are providing to the Company a $700 million
unsecured senior revolving credit facility (the “Revolving Credit Facility”), which the Company has the right to increase
up to $900 million subject to certain conditions being met. The Third A&R Credit Agreement, among other things, extends the
maturity date of the Revolving Credit Facility to May 15, 2030.
Borrowings
under the Revolving Credit Facility will bear interest at a per annum rate equal to, at the Company’s option, either (a) Term
SOFR for interest periods of one or three months, as selected by the Company, or upon the consent of all Lenders, such other period that
is 12 months or less (in each case, subject to availability), as selected by the Company, plus an applicable margin, or (b) a base
rate equal to the greatest of (i) the federal funds rate plus 0.50%, (ii) the prime rate as established by the Administrative Agent,
(iii) Term SOFR plus 1.00%, and (iv) 1.00%, in each case plus an applicable margin. The applicable margin will initially be 1.875%
with respect to Term SOFR borrowings in clause (a) above and 0.875% with respect to base rate borrowings in clause (b) above.
The applicable margin with respect to Term SOFR borrowings in clause (a) above will range from 1.375% to 2.125% depending upon the
Company’s credit ratings, and with respect to base rate borrowings in clause (b) above will range from 0.375% to 1.125% depending
upon the Company’s credit ratings. Using data from Bloomberg for the “30 Day Average SOFR Secured Overnight Financing Rate”,
the interest rate based on clause (a) above on any borrowing under the Credit Facility would have been approximately 5.48% as of market
close on May 15, 2026. The Third A&R Credit Agreement also provides for certain upfront and arrangement fees and for an unused facility
fee.
The
Third A&R Credit Agreement contains financial covenants with respect to minimum net worth, minimum net excess capital, minimum interest
coverage and maximum leverage ratio. The requirements with respect to minimum interest coverage and maximum leverage ratio are the same
as in the Existing Credit Agreement, and the minimum requirement for the Company’s net worth and net excess capital have been increased
in connection with the Third A&R Credit Agreement. The Third A&R Credit Agreement also contains certain other customary affirmative
and negative covenants and events of default.
The
Company plans to use funds borrowed under the Third A&R Credit Agreement for general corporate purposes.
As
of May 15, 2026, there were $240,000,000 of borrowings outstanding under the Existing Credit Agreement which remained outstanding under
the Revolving Credit Facility following the Company’s entrance into the Third A&R Credit Agreement.
The
foregoing description of the Third A&R Credit Agreement does not purport to be complete and is qualified in its entirety by reference
to the actual terms of the Third A&R Credit Agreement, a copy of which is attached hereto as Exhibit 10.1, and is incorporated herein
by reference.
Discussion
of Forward-Looking Statements about BGC
Statements
in this document 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. |
The
exhibit index set forth below is incorporated by reference in response to this Item 9.01.
EXHIBIT
INDEX
Exhibit
Number |
|
Description |
| |
|
| 10.1. |
|
Third
Amended and Restated Credit Agreement, dated as of May 15, 2026, by and among BGC Group, Inc., as the Borrower, certain subsidiaries
of the Borrower, as Guarantors, the several financial institutions from time to time as parties thereto, as Lenders, and Bank of
America, N.A., as Administrative Agent |
| |
|
|
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
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:
May 15, 2026 |
By: |
/s/
Sean A. Windeatt |
| |
Name: |
Sean A.
Windeatt |
| |
Title: |
Co-Chief
Executive Officer |
