Cantor Fitzgerald increases BGC stake by 8.97M shares at $9.21

Rhea-AI Filing Summary

BGC Group, Inc. reported that Cantor Fitzgerald, L.P., a director and >10% owner, purchased $9.2082 per share for 8,973,721 shares of Class B common stock on 10/06/2025. After the transaction, the reporting person beneficially owns 102,314,198 shares. The filing explains the per-share price was set equal to the 3-day VWAP of the Company’s Class A shares on 05/14/2025-05/16/2025, reduced by $0.032 to reflect after-tax dividend amounts payable to the seller. The Class B shares are convertible one-for-one into Class A shares, which preserves potential voting or economic alignment between share classes.

Positive

• Large acquisition: purchase of 8,973,721 Class B shares at $9.2082 on 10/06/2025
• Increased beneficial ownership: holdings rose to 102,314,198 shares following the transaction
• Transparent pricing: price tied to the 3-day VWAP of Class A shares on 05/14/2025-05/16/2025 with a $0.032 dividend adjustment
• Maintained convertibility: Class B shares are convertible one-for-one into Class A shares, preserving flexibility

Negative

• None.

Insights

Corporate Governance Specialist

Large insider purchase raises ownership and preserves conversion rights.

The purchase of 8,973,721 Class B shares at $9.2082 increases beneficial holdings to 102,314,198 shares, reinforcing the reporting person's significant stake and influence. The stated price methodology ties the transaction to the three-day VWAP of Class A shares with a $0.032 reduction for dividend adjustments, which clarifies valuation mechanics.

The Class B shares remain convertible one-for-one into Class A shares, maintaining the holder's ability to shift economic exposure or voting alignment as allowed by the charter. Monitor near-term disclosures for any further Section 16 filings or schedules that change the mix of convertible shares or report additional purchases within Q4 2025.

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
hours per response:			0.5

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^*

CANTOR FITZGERALD, L. P.

(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)		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		P		8,973,721	A	$9.2082(1)	102,314,198(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. 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.

	/s/ Brandon G. Lutnick, Chief Executive Officer	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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Cantor Fitzgerald buy in the BGC (BGC) Form 4 filed 10/06/2025?

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

How many BGC shares does the reporting person own after the transaction?

The reporting person beneficially owns 102,314,198 shares following the reported purchase.

How was the per-share price of $9.2082 determined?

The price equals the 3-day VWAP of the Company’s Class A shares on 05/14/2025-05/16/2025, reduced by $0.032 to reflect certain after-tax dividend amounts payable to the seller.

Are the purchased Class B shares convertible into Class A shares?

Yes. The Class B shares are convertible at any time on a one-for-one basis into Class A common stock, subject to adjustment.

Who signed the Form 4 filing for this transaction?

The Form 4 was signed by Brandon G. Lutnick, Chief Executive Officer on 10/06/2025.