Cantor Fitzgerald increases indirect stake to 102.3M Class B shares in BGC

Rhea-AI Filing Summary

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.

Positive

• Large block acquisition of 8,973,721 Class B shares, showing continued institutional interest
• Price tied to 3-day VWAP of Class A shares ($9.2082), indicating a transparent pricing metric
• Class B shares are convertible one-for-one into Class A shares, preserving flexibility for the holder

Negative

• Report records a disposal of 2,972,524 Class B shares on the same filing, which may offset part of the purchase
• Managing general partner disclaimer limits clarity on CFGM's true pecuniary interest beyond CFLP's holdings

Insights

Corporate Governance Expert

Significant insider transfer increases CFLP's indirect stake while preserving conversion rights.

The transaction shows a large block transfer where Cantor Fitzgerald, L.P. acquired 8,973,721 Class B shares, taking indirect beneficial ownership to 102,314,198 shares. The filing clarifies that Class B shares convert one-for-one to Class A shares, so economic and voting exposure can shift if conversions occur.

Key governance considerations include the identity of the seller (Howard W. Lutnick) and the managing partner relationship: CF Group Management, Inc. is CFLP's managing general partner and disclaims excess beneficial ownership. Monitor any future Form 4 filings for further transfers or conversions in the coming weeks.

Transactions Analyst

Price mechanics tie to VWAP and adjust for dividend timing, indicating negotiated block-sale terms.

The purchase price equals the three-day VWAP of the Class A shares for 05/14/2025–05/16/2025 at $9.2082, reduced by $0.032 per share to reflect after-tax dividend amounts to the seller. That pricing method signals an arms-length block trade priced to historic liquidity rather than current intraday price.

The report also records a disposal of 2,972,524 Class B shares; reconcilements in subsequent filings may show net position changes. Watch for any follow-up disclosures that specify whether the disposal was part of the same structured transfer or related to other portfolio rebalancing.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

CF GROUP MANAGEMENT INC

(Last) (First) (Middle)

499 PARK AVENUE

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BGC Group, Inc. [ BGC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
			Managing General Partner CFLP

3. Date of Earliest Transaction (Month/Day/Year)
10/06/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class B Common Stock, par value $0.01 per share	10/06/2025		P		8,973,721	A	$9.2082(1)	102,314,198(2)	I	See footnote(3)
Class B Common Stock, par value $0.01 per share								2,972,524(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. On October 6, 2025, Cantor Fitzgerald, L.P. ("CFLP") closed the purchase of 8,973,721 shares of BGC Group, Inc. (the "Company") Class B common stock, par value $0.01 per share ("Class B Common Stock"), from Howard W. Lutnick. The price per share for the sale was $9.2082 (equal to the 3-day volume weighted average price of the Company's Class A common stock, par value $0.01 per share ("Class A Common Stock"), on the Nasdaq Global Select Market on May 14, May 15 and May 16, 2025), reduced by $0.032 per share, which is equal to the amount of the after-tax portion of the (i) dividends declared on such shares of Class B Common Stock but unpaid and with record dates between May 16, 2025 and the transaction date that are payable to Howard W. Lutnick, and (ii) dividends paid on such shares of Class B Common Stock to Howard W. Lutnick between May 16, 2025 and the transaction date.

2. The shares of Class B Common Stock are convertible at any time on a one-for-one basis (subject to adjustment) into shares of Class A Common Stock.

3. CF Group Management, Inc. ("CFGM") is the Managing General Partner of CFLP. CFGM disclaims beneficial ownership of all securities held by CFLP in excess of its pecuniary interest, if any, and this report shall not be deemed an admission that CFGM is the beneficial owner of, or has pecuniary interest in, any such excess securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

	/s/ Brandon G. Lutnick, Chief Executive Officer	10/06/2025
	** Signature of Reporting Person	Date
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FAQ

What did CF Group Management/Cantor Fitzgerald acquire in the Form 4 for BGC (BGC)?

Cantor Fitzgerald, L.P. purchased 8,973,721 shares of BGC Class B common stock on 10/06/2025 at $9.2082 per share.

How many Class B shares does CFLP report owning after the transaction?

The filing reports aggregate beneficial ownership of 102,314,198 Class B shares following the reported purchase.

Was any stock sold in the same filing?

Yes. The Form 4 also reports a disposal of 2,972,524 Class B shares (marked as a sale).

How was the purchase price determined?

The price equals the three-day VWAP of Class A shares for 05/14/2025–05/16/2025 ($9.2082), reduced by $0.032 per share to reflect after-tax dividend amounts to the seller.

Are Class B shares convertible to Class A shares?

Yes. The filing states Class B shares are convertible on a one-for-one basis (subject to adjustment) into Class A shares.