BGC Group (BGC) CFO granted 42,835 RSUs with tax share withholding

Rhea-AI Filing Summary

BGC Group, Inc. Chief Financial Officer Jason W. Hauf reported equity compensation activity and related tax withholding. On April 1, 2026, he received a grant of 42,835 restricted stock units under the BGC Group, Inc. Long Term Incentive Plan. These RSUs vest in five equal annual installments, contingent on continued service and the Company and its affiliates generating at least $5 million in gross revenues in the quarter of each vesting. On the same date, 15,680 previously granted RSUs vested, with 6,320 shares of Class A common stock withheld by the Company to cover taxes at a reference price of $9.84 per share, and 9,360 shares issued to him. After these transactions, he directly holds 113,711 shares and RSUs in total.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Hauf Jason W.

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock, par value $0.01 per share	42,835	$0.00	--
Tax Withholding	Class A Common Stock, par value $0.01 per share	6,320	$9.84	$62K

Holdings After Transaction: Class A Common Stock, par value $0.01 per share — 120,031 shares (Direct)

Footnotes (1)

1. On April 1, 2026, BGC Group, Inc. (the "Company") granted the reporting person 42,835 restricted stock units ("RSUs") 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"). The RSUs shall vest ratably one-fifth (1/5th) on each of the first (1st) through fifth (5th) anniversaries of the grant date, provided that the reporting person is still providing services exclusively for the Company or any of its affiliates through the applicable vesting date, and contingent upon the Company, inclusive of its affiliates, generating at least $5 million in gross revenues for the quarter in which the vesting occurs. The grant was approved by the Compensation Committee of the Board of Directors of the Company and is exempt pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended. On April 1, 2026, pursuant to the vesting schedule of the RSUs previously granted to the reporting person, 15,680 RSUs became vested and issuable as Class A Common Stock to the reporting person. The reported transaction involved the withholding by the Company of 6,320 shares of Class A Common Stock for taxes. The remaining 9,360 shares of Class A Common Stock were issued to the reporting person. Following the vesting and withholding schedule as described in Footnote 2, includes (i) 9,360 shares of Class A Common Stock held directly, (ii) 6,808 RSUs, which will vest on July 1, 2033, provided that the reporting person remains employed through such vesting date, and contingent upon the Company, inclusive of its affiliates, generating at least $5 million in revenue for the quarter in which the vesting occurs, (iii) 24,020 RSUs which vest ratably on each of April 1, 2027, 2028 and 2029, provided that the reporting person is still 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, and (This footnote is a continuation of the prior footnote) (iv) 30,688 RSUs which will vest ratably on each of April 1, 2027, 2028, 2029 and 2030, provided that the reporting person is still 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. The RSUs were granted pursuant to the BGC Group, Inc. Long Term Incentive Plan.

Key Figures

New RSU grant: 42,835 RSUs Vested RSUs: 15,680 RSUs Shares withheld for taxes: 6,320 shares +4 more

7 metrics

New RSU grant 42,835 RSUs Granted April 1, 2026 under Long Term Incentive Plan

Vested RSUs 15,680 RSUs Previously granted RSUs that vested on April 1, 2026

Shares withheld for taxes 6,320 shares Class A common stock withheld to cover tax liabilities

Tax withholding price $9.84 per share Reference price for 6,320 withheld shares

Shares issued on vesting 9,360 shares Class A common stock issued after RSU vesting and withholding

Post-transaction holdings 113,711 shares and RSUs Total direct holdings after reported transactions

Revenue vesting condition $5 million gross revenues Quarterly revenue threshold for RSU vesting

Key Terms

restricted stock units ("RSUs"), Long Term Incentive Plan, Rule 16b-3, tax-withholding disposition, +1 more

5 terms

restricted stock units ("RSUs") financial

"granted the reporting person 42,835 restricted stock units ("RSUs") under the BGC Group, Inc. Long Term Incentive Plan"

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

Long Term Incentive Plan financial

"42,835 restricted stock units ("RSUs") under the BGC Group, Inc. Long Term Incentive Plan"

A long term incentive plan is a company program that awards executives and key employees bonuses—often in stock, options, or cash—only if the business meets multi-year performance goals. It links management pay to company results—like tying a coach’s bonus to a team’s multi-season record—so investors monitor it for how leaders are motivated, potential share dilution, and signals about the company’s long-term priorities.

Rule 16b-3 regulatory

"The grant was approved by the Compensation Committee ... and is exempt pursuant to Rule 16b-3 under the Securities Exchange Act of 1934"

Rule 16b-3 is a Securities and Exchange Commission regulation that exempts certain routine, pre-approved transactions by company insiders from automatic liability for short-term trading profits. It acts like a safe harbor: if an insider follows a formal plan or the board approves specific transactions in advance, profits from buying and selling company stock within six months are not automatically reclaimed. Investors care because the rule clarifies when insider trades are permissible and reduces uncertainty about potential clawbacks.

tax-withholding disposition financial

"transaction_action": "tax-withholding disposition""

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

vesting schedule financial

"pursuant to the vesting schedule of the RSUs previously granted to the reporting person, 15,680 RSUs became vested"

A vesting schedule is a timeline that determines when someone gains full ownership of certain benefits, such as company stock or retirement contributions. Think of it like earning the right to own a gift gradually over time, rather than receiving it all at once. It matters to investors because it affects when they can fully access or sell these benefits, influencing their financial planning and decision-making.

Form 4 Insider Transactions: What Each Field Means →

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^*

Hauf Jason W.

(Last) (First) (Middle)

C/O BGC GROUP, INC.

499 PARK AVENUE

(Street)

NEW YORK NEW YORK 10022

(City) (State) (Zip)

UNITED STATES

(Country)

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)
	Chief Financial Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026

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

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

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

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	04/01/2026		A		42,835	A	(1)	120,031(1)	D
Class A Common Stock, par value $0.01 per share	04/01/2026		F		6,320(2)	D	$9.84	113,711(2)(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. On April 1, 2026, BGC Group, Inc. (the "Company") granted the reporting person 42,835 restricted stock units ("RSUs") 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"). The RSUs shall vest ratably one-fifth (1/5th) on each of the first (1st) through fifth (5th) anniversaries of the grant date, provided that the reporting person is still providing services exclusively for the Company or any of its affiliates through the applicable vesting date, and contingent upon the Company, inclusive of its affiliates, generating at least $5 million in gross revenues for the quarter in which the vesting occurs. The grant was approved by the Compensation Committee of the Board of Directors of the Company and is exempt pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended.

2. On April 1, 2026, pursuant to the vesting schedule of the RSUs previously granted to the reporting person, 15,680 RSUs became vested and issuable as Class A Common Stock to the reporting person. The reported transaction involved the withholding by the Company of 6,320 shares of Class A Common Stock for taxes. The remaining 9,360 shares of Class A Common Stock were issued to the reporting person.

3. Following the vesting and withholding schedule as described in Footnote 2, includes (i) 9,360 shares of Class A Common Stock held directly, (ii) 6,808 RSUs, which will vest on July 1, 2033, provided that the reporting person remains employed through such vesting date, and contingent upon the Company, inclusive of its affiliates, generating at least $5 million in revenue for the quarter in which the vesting occurs, (iii) 24,020 RSUs which vest ratably on each of April 1, 2027, 2028 and 2029, provided that the reporting person is still 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, and

4. (This footnote is a continuation of the prior footnote) (iv) 30,688 RSUs which will vest ratably on each of April 1, 2027, 2028, 2029 and 2030, provided that the reporting person is still 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. The RSUs were granted pursuant to the BGC Group, Inc. Long Term Incentive Plan.

	/s/ Jason Hauf	04/01/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What did BGC (BGC) CFO Jason Hauf report in this Form 4 filing?

BGC Group CFO Jason Hauf reported an equity grant and related tax withholding. He received 42,835 restricted stock units and had 15,680 previously granted RSUs vest, with a portion of the resulting shares withheld to cover tax obligations.

How many restricted stock units did BGC (BGC) grant to its CFO?

BGC Group granted its CFO 42,835 restricted stock units under its Long Term Incentive Plan. Each RSU represents a contingent right to one share of Class A common stock, subject to multi-year vesting, continued service, and quarterly revenue performance conditions.

What are the vesting conditions for Jason Hauf’s new BGC (BGC) RSU grant?

The 42,835 RSUs vest in five equal annual installments on the first through fifth anniversaries of April 1, 2026. Vesting requires continued exclusive service to BGC or its affiliates and the Company generating at least $5 million in gross revenues in the applicable quarter.

How many BGC (BGC) shares were withheld for taxes in this Form 4?

In connection with 15,680 RSUs vesting, BGC withheld 6,320 shares of Class A common stock for taxes. The remaining 9,360 shares were issued to Jason Hauf. The tax withholding reference price disclosed for these shares was $9.84 per share.

How many BGC (BGC) shares and RSUs does the CFO hold after these transactions?

Following the vesting and withholding, Jason Hauf holds 113,711 shares and RSUs in total. This includes 9,360 shares of Class A common stock directly and multiple RSU blocks scheduled to vest between 2027 and 2033, subject to service and revenue conditions.

Is the tax-related share disposition in the BGC (BGC) Form 4 an open-market sale?

The disposition is not an open-market sale. The Form 4 classifies it as a tax-withholding transaction, where 6,320 shares of Class A common stock were withheld by BGC to satisfy tax liabilities arising from RSU vesting, rather than sold on the open market.