BGC Group (BGC) Co-CEO RSUs vest; shares withheld for tax obligations

Rhea-AI Filing Summary

BGC Group, Inc. Co-Chief Executive Officer Jean-Pierre Aubin reported routine equity compensation activity and related tax withholding. On April 1, 2025, he received a grant of 78,456 restricted stock units (RSUs) under the company’s long-term incentive plan.

Of these RSUs, 15,692 vested on March 15, 2026, while the remainder is scheduled to vest annually on March 15 of 2027, 2028, 2029 and 2030, subject to continued service and the company generating at least $5 million in gross revenues in the applicable quarter. Separately, on March 15, 2026, 29,368 RSUs vested, with 14,392 shares withheld to cover taxes and 14,976 shares issued to Aubin.

After these transactions, he also holds 604,515 additional RSUs scheduled to vest over multiple future dates, including tranches in 2027–2030 and a larger block vesting on July 1, 2033, plus a portion that vests over four years following any employment termination.

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^*

AUBIN JEAN-PIERRE

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Co-Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2025

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 A Common Stock, par value $0.01 per share	04/01/2025(1)		A(1)		78,456	A	(1)	1,200,097(1)	D
Class A Common Stock, par value $0.01 per share	03/15/2026		F(2)		14,392(2)	D	$9.57	1,185,705(3)(4)	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. Effective April 1, 2025, BGC Group, Inc. (the "Company") granted the reporting person 78,456 restricted stock units ("RSUs") granted under the BGC Group, Inc. Long Term Incentive Plan. Each RSU represents a contingent right to receive one share of the Company's Class A common stock, par value $0.01 ("Class A Common Stock"). Of these RSUs, 15,692 vested on March 15, 2026, and the remainder will vest ratably one-fourth (1/4th) on each of March 15, 2027, 2028, 2029, and 2030, provided that the reporting person is still substantially providing services exclusively for the Company or any of its affiliates through the applicable vesting date, and contingent upon the Company generating at least $5 million in gross revenues for the quarter in which the vesting occurs.

2. On March 15, 2026, pursuant to the vesting schedule of the RSUs previously granted to the reporting person, 29,368 RSUs became vested and issuable as shares of Class A Common Stock to the reporting person. The reported transaction involved the withholding by the Company of 14,392 shares of Class A Common Stock for taxes. The remaining 14,976 shares of Class A Common Stock were issued to the reporting person.

3. Consists of 581,190 shares of Class A Common Stock held directly after the vesting and withholding described in Footnote 1.

4. Also consists of 604,515 RSUs, of which (i) 29,368 RSUs will vest on each of March 15, 2027, 2028 and 2029, (ii) 15,688 will vest on March 15, 2030, (iii) 349,158 RSUs will vest on July 1, 2033, in each case provided that the reporting person is still substantially providing services exclusively for the Company or any of its affiliates through the applicable vesting date, and (iv) 151,565 RSUs will vest ratably over a period of four (4) years following the termination of the reporting person's employment with the Company.

	/s/ Jean-Pierre Aubin	03/16/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did BGC (BGC) report for Jean-Pierre Aubin?

BGC reported that Co-CEO Jean-Pierre Aubin had RSUs vest and shares withheld for taxes. On March 15, 2026, 29,368 RSUs vested, 14,392 shares were withheld for tax obligations, and 14,976 shares of Class A common stock were issued to him.

Was the BGC (BGC) Form 4 transaction an open-market sale or a tax withholding?

The Form 4 shows a tax-withholding disposition, not an open-market sale. The company withheld 14,392 shares at $9.57 per share to satisfy tax liabilities when 29,368 RSUs vested, while 14,976 shares were delivered to Jean-Pierre Aubin.

What RSU grant did Jean-Pierre Aubin receive from BGC (BGC) in 2025?

Effective April 1, 2025, BGC granted Jean-Pierre Aubin 78,456 RSUs under its Long Term Incentive Plan. Each RSU represents one share of Class A common stock, subject to vesting conditions tied to continued service and quarterly gross revenue thresholds.

How do the BGC (BGC) RSUs for Jean-Pierre Aubin vest over time?

15,692 of the granted RSUs vested on March 15, 2026. The remaining RSUs vest one-fourth on March 15 of 2027, 2028, 2029 and 2030, provided Aubin continues serving the company and BGC generates at least $5 million in gross revenue for the relevant quarter.

What additional unvested RSUs does Jean-Pierre Aubin hold at BGC (BGC)?

He holds 604,515 RSUs that remain unvested. These include 29,368 RSUs vesting on each of March 15, 2027, 2028 and 2029, 15,688 vesting on March 15, 2030, 349,158 vesting on July 1, 2033, and 151,565 vesting over four years after employment termination.

What performance condition applies to some of BGC (BGC) RSU vestings?

For certain RSUs, vesting requires that BGC generate at least $5 million in gross revenues in the quarter when vesting occurs. Vesting also depends on Jean-Pierre Aubin substantially providing services exclusively for BGC or its affiliates through each applicable vesting date.