[8-K] BGC Group, Inc. Reports Material Event

Rhea-AI Filing Summary

Schedule 13G highlights: Interactive Communications International, Inc. ("InComm"), HI Technology Corp ("HIT") and Merrill Brooks Smith have jointly disclosed a passive ownership position in Giftify, Inc. common stock.

• Shares owned: 2,595,370.
• Ownership percentage: 8.7 % of Giftify’s 29,684,336 outstanding shares (per the issuer’s SEC filings dated May 13 and June 5 2025).
• Voting & dispositive power: All three reporting persons share voting and dispositive power over the entire block; none holds sole power.
• Control structure: HIT owns and controls InComm; Smith is CEO and majority shareholder of HIT. Both HIT and Smith disclaim beneficial ownership despite shared power.
• Filing status: Filed on June 30 2025 for an event on December 29 2023, under Rule 13d-1(c) (passive investors).

The filing signals that a corporate group led by Smith has accumulated a sizeable, but non-controlling, stake. As a Schedule 13G (rather than 13D), the investors attest they are not pursuing control or activism. Nevertheless, an 8.7 % holding can influence corporate actions that require shareholder approval and may attract market attention to Giftify’s register.

Positive

• Significant passive stake: A coordinated group now owns 8.7 % of Giftify, indicating outside interest and potential support for management initiatives.

Negative

• None.

Insights

Securities Analyst

TL;DR: InComm group discloses 8.7 % passive stake in Giftify; no control intent stated.

At nearly one-tenth of shares outstanding, the InComm/HIT/Smith block represents a meaningful minority position. Because the group filed a 13G, they certify passive intent, limiting near-term governance impact. However, their shared voting power could become pivotal in closely contested matters, and their presence adds institutional credibility. The absence of sole power suggests coordinated decision-making inside the group. Overall, the disclosure is informative but not transformational for valuation absent activism or strategic transactions.

Corporate Governance Expert

TL;DR: New 8.7 % shareholder bloc may sway future votes despite passive stance.

The tri-party structure—InComm (FL), HIT (GA) and CEO-owner Merrill Brooks Smith—creates a concentrated voting unit. Even passive holders can influence M&A approvals, equity issuances or proxy battles if other investors are fragmented. Management should monitor engagement levels and disclosure updates in case the bloc shifts to a Schedule 13D. Because the investors expressly disclaim intent to change control, immediate governance risk is low; nonetheless, a single entity coordinating 8.7 % triggers watch-list status under many institutional voting policies.

FALSE000109483100010948312025-06-302025-06-30

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): June 30, 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 7.01. Regulation FD Disclosure.

On June 30, 2025, BGC Group, Inc. (the “Registrant,” “we,” “us,” “BGC Group,” “BGC,” or the “Company”) issued a press release announcing that it has updated its outlook for the quarter ending June 30, 2025. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

The information in this Item 7.01 and Exhibit 99.1 attached to this Current Report on Form 8-K are being furnished under Item 7.01 of Form 8-K. Such information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

Discussion of Forward-Looking Statements about BGC

Statements in this Current Report on Form 8-K 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 Number						Description
99.1						BGC Group, Inc. press release dated June 30, 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: June 30, 2025

By:

/S/ SEAN A. WINDEATT

Name:

Sean A. Windeatt

Title:

Co-Chief Executive Officer

[Signature Page to Form 8-K, dated June 30, 2025, regarding updated outlook for second quarter 2025]

FAQ

How many Giftify (CUSIP 74940T104) shares does InComm own?

The filing reports 2,595,370 common shares beneficially owned.

What percentage of Giftify’s outstanding shares does the 13G group hold?

The group’s holdings represent 8.7 % of the issuer’s outstanding common stock.

Is the stake considered passive or activist?

Filed under Rule 13d-1(c), the group certifies a passive investment intent (Schedule 13G).

Who controls the disclosed shares?

Shared control rests with InComm, HIT and Merrill Brooks Smith; none has sole voting or dispositive power.

Could this filing affect upcoming Giftify shareholder votes?

With 8.7 % voting power, the bloc could be influential in close votes even though it claims no control intent.