Howard Lutnick sells CFGM voting shares; company repurchases 337,765 A shares

Rhea-AI Filing Summary

Howard W. Lutnick, a director and 10% owner of BGC Group, Inc. (BGC), reported multiple transactions effective 10/06/2025 that materially changed his indirect holdings and voting interests. He closed a sale of the voting shares of CF Group Management, Inc. (the managing general partner of Cantor Fitzgerald, L.P.) for $200,000, after which he no longer beneficially owned the 93,340,477 Class B shares held by CFLP or the 2,972,524 Class B shares held by CFGM. He also sold equity interests in KBCR Management Partners and Tangible Benefits for an aggregate $13,096,795.70, relinquishing 2,335,967 Class B shares and 600,938 Class A shares those entities held. Separately, the company repurchased 337,765 Class A shares originating in retirement accounts at $9.2082 per share. Lutnick sold 8,973,721 Class B shares held directly to CFLP at $9.2082 per share (net of specified dividend adjustments). The filing disclaims beneficial ownership of securities held by the listed entities beyond any pecuniary interest.

Positive

• Completed orderly transfers of voting interests, with proceeds reported ($200,000 and $13,096,795.70)
• Company repurchased 337,765 Class A shares under existing authorization at a VWAP‑based price ($9.2082)
• Pricing based on published 3‑day VWAP with specified dividend adjustments, providing transparent valuation mechanics

Negative

• Material reduction in Lutnick's indirect voting holdings following sale of CFGM voting shares (loss of beneficial ownership of 93,340,477 and 2,972,524 Class B shares)
• Substantial transfers of entity interests (KBCR and Tangible Benefits) that removed 2,335,967 Class B and 600,938 Class A shares from his indirect holdings

Insights

Corporate Governance Analyst

Significant transfer of voting control and indirect holdings away from Lutnick.

The transactions show voting shares of CFGM and equity interests in related entities moved to trusts controlled by Brandon G. Lutnick and to CFLP, and Lutnick disclaims beneficial ownership beyond pecuniary interests. This reduces Lutnick's direct or indirect voting stake tied to CFGM and related partners while retaining limited pecuniary exposure as disclosed.

Key dependencies include the post‑transaction ownership structure of CFLP and related trusts and any remaining pecuniary interests. Watch any future disclosures clarifying voting control and trustee arrangements over the next several reporting periods.

Securities Transactions Specialist

Large block transfers and a company repurchase executed at VWAP‑based pricing.

The report documents sales totaling $13,296,795.70 in aggregate reported sale proceeds ($200,000 for CFGM voting shares and $13,096,795.70 for KBCR/Tangible Benefits interests) plus the repurchase of 337,765 Class A shares at $9.2082 each under the issuer's repurchase authorization. Pricing references a 3‑day VWAP from May 14–16, 2025 adjusted for after‑tax dividend amounts.

Immediate effects include a reduction in Lutnick's directly held Class B and Class A balances and a modest liquidity realization. Monitor subsequent Form 4/Form 5 filings for any residual pecuniary interest disclosures or additional repurchases within the next fiscal quarter.

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

OMB Number:			3235-0287
Estimated average burden
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X

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^*

LUTNICK HOWARD W

(Last) (First) (Middle)

C/O BGC GROUP, INC.

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)		Other (specify below)

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		S		96,313,001	D	(1)	3,946,149	I	See Footnotes(6)(7)
Class B Common Stock, par value $0.01 per share	10/06/2025		S		3,946,149	D	(2)	0	I	See Footnotes(6)(7)
Class A Common Stock, par value $0.01 per share	10/06/2025		S		600,939	D	(2)	337,765	I	See Footnotes(7)
Class A Common Stock, par value $0.01 per share	10/06/2025		D(3)(4)		337,765	D	$9.2082(3)(4)	0	I	See Footnotes(3)(4)
Class B Common Stock, par value $0.01 per share	10/06/2025		S		8,973,721	D	$9.2082(5)	0(6)	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, the reporting person, in his capacity as trustee of a trust, closed the sale to trusts controlled by Brandon G. Lutnick of all of the voting shares of CF Group Management, Inc. ("CFGM"), which is the Managing General Partner of Cantor Fitzgerald, L.P. ("CFLP"). Following the close of the transaction, the reporting person no longer has beneficial ownership of the 93,340,477 shares of Class B Common Stock, par value $0.01 per share ("Class B Common Stock"), of BGC Group, Inc. (the "Company") held by CFLP or the 2,972,524 shares of Class B Common Stock held by CFGM. The aggregate sale price of the voting shares of CFGM was $200,000.

2. On October 6, 2025, the reporting person, in his capacity as trustee of a trust, in a transaction effective concurrently with the transaction described in footnote (1), closed the sale to certain other trusts controlled by Brandon G. Lutnick of all of the outstanding equity interests in KBCR Management Partners, LLC ("KBCR") and Tangible Benefits, LLC ("Tangible Benefits"). Following the close of the transaction, the reporting person no longer has beneficial ownership of the 2,335,967 shares of Class B Common Stock held by KBCR, 600,938 shares of Class A Common Stock, par value $0.01 per share ("Class A Common Stock"), of the Company held by KBCR, or the 1,610,182 shares of Class B Common Stock held by Tangible Benefits. The aggregate sale price of the equity interests in KBCR and Tangible Benefits was $13,096,795.70.

3. On October 6, 2025, in a transaction effective immediately after the transaction described in footnote (1), the Company repurchased an aggregate of 337,765 shares of Class A Common Stock beneficially owned by the reporting person and originating from retirement accounts, including certain shares held by his spouse, in transactions exempt pursuant to Rule 16b-3 of the Securities Exchange Act of 1934, as amended consisting of (i) 293,049 shares held in a Keogh retirement account, (ii) 34,921 shares held in other retirement accounts, and (iii) 9,795 shares held in retirement accounts for the reporting person's spouse. The price per share for the sale was $9.2082, which is equal to the 3-day volume weighted average price of the Company's Class A Common Stock on the Nasdaq Global Select Market on May 14, May 15 and May 16, 2025, reduced by $0.04 per share,

4. (Continued from Footnote 3) which is equal to the amount of the after-tax portion of the (i) dividends declared on such shares of Class A Common Stock but unpaid and with record dates between May 16, 2025 and the transaction date that are payable to Howard W. Lutnick and his spouse, as applicable, and (ii) dividends paid on such shares of Class A Common Stock to the reporting person and his spouse, as applicable, between May 16, 2025 and the transaction date. The transactions were approved by the Audit Committee of the Company and were made pursuant to the Company's existing stock repurchase authorization.

5. On October 6, 2025, in a transaction effective immediately after the transaction described in footnote (1), the reporting person closed the sale of 8,973,721 shares of Class B Common Stock held directly by the reporting person to CFLP. The price per share for the sale was $9.2082, which is equal to the 3-day volume weighted average price of the Company's 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 the reporting person and (ii) dividends paid on such shares of Class B Common Stock to the reporting person between May 16, 2025 and the transaction date.

6. 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.

7. CFGM is the Managing General Partner of CFLP and KBCR is a non-managing General Partner of CFLP. The reporting person was the sole voting member of KBCR and Tangible Benefits, through trusts, prior to the transactions described in footnote (2). The reporting person disclaims beneficial ownership of all securities held by CFLP, CFGM, KBCR, and Tangible Benefits in excess of his pecuniary interest, if any, and this report shall not be deemed an admission that he was the beneficial owner of, or had 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/ Howard W. Lutnick	10/06/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What did Howard W. Lutnick report in the BGC (BGC) Form 4 filed 10/06/2025?

He reported sales and transfers that removed his beneficial ownership of voting shares of CFGM and equity interests in KBCR and Tangible Benefits, plus a company repurchase of 337,765 Class A shares at $9.2082 per share.

How much cash consideration was disclosed for the CFGM voting shares and the KBCR/Tangible Benefits interests?

The filing shows aggregate consideration of $200,000 for the CFGM voting shares and $13,096,795.70 for the KBCR and Tangible Benefits equity interests.

How many Class B and Class A shares were affected by these transactions?

Affected amounts include 93,340,477 and 2,972,524 Class B shares previously held via CFLP/CFGM, 2,335,967 Class B shares from KBCR, and 600,938 Class A shares from KBCR; additionally 8,973,721 Class B shares were sold directly by Lutnick to CFLP and 337,765 Class A shares were repurchased.

At what price were the repurchased Class A shares and sold Class B shares transacted?

Both the repurchase of Class A shares and the sale of certain Class B shares used a price of $9.2082 per share, derived from the 3‑day VWAP on May 14–16, 2025 with small dividend‑related adjustments.

Does the filing state Lutnick retains any beneficial ownership of the securities held by CFLP, CFGM, KBCR, or Tangible Benefits?

The filing disclaims beneficial ownership of those securities in excess of any pecuniary interest, and Lutnick states this report should not be deemed an admission of beneficial ownership beyond any pecuniary interest.