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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): October 28, 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
JP
Aubin Appointed Vice Chairman of BGC Group, Inc.
On
November 3, 2026, BGC Group, Inc. (“BGC” or the “Company”) announced that JP Aubin will be appointed Vice
Chairman of BGC, effective at the close of business on December 31, 2026. In connection with the appointment, except as if and when otherwise
designated by the Co-Chief Executive Officers (“Co-CEOs”) of the Company, Mr. Aubin will step down from his current roles
at the Company and its subsidiaries, including as Co-CEO, CEO of EMEA and Co-Global Head of Financial Services Brokerage,
and as an executive officer of the Company. Following Mr. Aubin’s transition, John J. Abularrage and Sean A. Windeatt will continue to
lead BGC as Co-CEOs, overseeing all of the Company’s regions and businesses. As Vice Chairman, Mr. Aubin will
report to the Co-CEOs and continue to support BGC’s growth and innovation.
On
November 3, 2026, the Company issued a press release relating to Mr. Aubin’s appointment. 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.
Amendment
to Amended and Restated Aubin Employment Agreement
On
October 28, 2026, BGC Brokers LP, Succursale de Genève, a subsidiary of the Company, entered into an amendment to the amended
and restated employment agreement with Mr. Aubin (the “Aubin Employment Agreement Amendment”). Pursuant to the Aubin
Employment Agreement Amendment, effective as of the close of business on December 31, 2026, Mr. Aubin shall be appointed Vice
Chairman and will step down from his current roles at the Company and its subsidiaries. Mr. Aubin will report to the Company’s
Co-CEOs and shall perform duties as may be determined by the Co-CEOs. The Aubin Employment Agreement Amendment was approved by the
Board of Directors of the Company (the “Board”) and the Compensation Committee of the Board.
The
foregoing description of the Aubin Employment Agreement Amendment does not purport to be complete and is qualified in its entirety by
reference to the full text of such document that is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein
by reference.
Discussion
of Forward-Looking Statements about BGC
Statements
herein 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 the
Company’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 |
| |
|
|
| 10.1 |
|
Amendment Agreement to the February 18, 2025 Employment Contract, dated October 28, 2026, by and between Jean-Pierre Aubin and BGC Brokers LP, Succursale de Genève |
| |
|
| 99.1 |
|
BGC Group, Inc. press release dated November 3, 2026 |
| |
|
|
| 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: November 3, 2026 |
By: |
/s/ Sean A. Windeatt |
| |
Name: |
Sean A. Windeatt |
| |
Title: |
Co-Chief Executive Officer |
[Signature
Page to Form 8-K, dated November 3, 2026, regarding JP Aubin appointment as Vice Chairman]
Exhibit
99.1

JP Aubin to Become Vice Chairman of BGC Group,
Inc.
NEW YORK, NY – November 3, 2026 -- BGC Group, Inc. (Nasdaq: BGC)
(“BGC” or the “Company”), a leading global marketplace, data, and financial technology services company, today
announced that JP Aubin will become Vice Chairman of BGC and will step down as Co-Chief Executive Officer, effective at the close
of business on December 31, 2026. John Abularrage and Sean Windeatt will continue to lead BGC as Co-Chief Executive Officers, overseeing
all of the Company’s regions and businesses. As Vice Chairman, Mr. Aubin will report to the Co-CEOs and continue to support BGC’s
growth and innovation.
Mr. Aubin said, “I had the great privilege of
working with Howard Lutnick for twenty years, and it has been an honor to serve as Co-CEO and lead BGC alongside John and Sean.
After more than three decades in the industry, I now feel the time is right to assume the role of Vice Chairman of BGC, and feel
equally privileged to do so. This role will allow me to add the most value to the Company, focusing on the markets and regions I
know best, our clients, and our people, as well as helping the Company to innovate and develop new markets. The Company is in the
strongest position in its history and in excellent hands. I look forward to supporting John and Sean in BGC’s continued
growth.”
Mr. Abularrage said, “JP has been a trusted partner to
Sean and me, and we look forward to his continued contributions as Vice Chairman. Our strategy is unchanged, and we remain focused on
growing the business and delivering for our clients and shareholders.”
Mr. Windeatt said, “JP and I have worked closely for more
than two decades. Under his leadership, we have grown our European business and our Listed Products business into leading franchises.
We look forward to JP helping us drive the growth of BGC going forward.”
About BGC Group, Inc.
BGC Group, Inc. (Nasdaq: BGC) is a leading global marketplace, data,
and financial technology services company for a broad range of products, including fixed income, foreign exchange, energy, commodities,
shipping, equities, and now includes the FMX Futures Exchange. BGC’s clients are many of the world’s largest banks, broker-dealers,
investment banks, trading firms, hedge funds, governments, corporations, and investment firms.
BGC and leading global investment banks and market making firms have
partnered to create FMX, part of the BGC group of companies, which includes a U.S. interest rate futures exchange, spot foreign exchange
platform, and the world’s fastest growing U.S. cash treasuries platform.
For more information about BGC, please visit www.bgcg.com.
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 the Company’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 (“SEC”) 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.
Investor Contact:
Jason Chryssicas
+1 212-610-2426
Media Contact:
Danielle Popper
+1 212-610-2407