BGC Group (BGC) awards 77,882 RSUs to board chairman Merkel
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
BGC Group, Inc. reported that Chairman of the Board & General Counsel Stephen M. Merkel received an equity compensation grant and had shares withheld for taxes. On April 1, 2026, he was granted 77,882 restricted stock units (RSUs) under the BGC Group, Inc. Long Term Incentive Plan. Each RSU represents a right to receive one share of Class A common stock, vesting in equal installments on each of the first through fifth anniversaries of April 1, 2026, contingent on continued service and the Company generating at least $5 million in revenue for the quarter in which vesting occurs. On the same date, 29,973 RSUs previously granted vested; to cover taxes, the Company withheld 16,576 shares, and 13,397 shares of Class A common stock were issued to him. After these transactions, he holds shares directly and indirectly through family trusts and a 401(k) plan, reflecting routine compensation and tax withholding rather than open-market trading.
Positive
- None.
Negative
- None.
Insider Trade Summary
4 transactions reported
Mixed
4 txns
Insider
MERKEL STEPHEN M
Role
Chairman of the Board & GC
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Class A Common Stock, par value $0.01 per share | 77,882 | $9.84 | $766K |
| Tax Withholding | Class A Common Stock, par value $0.01 per share | 16,576 | $9.84 | $163K |
| holding | Class A Common Stock, par value $0.01 per share | -- | -- | -- |
| holding | Class A Common Stock, par value $0.01 per share | -- | -- | -- |
Holdings After Transaction:
Class A Common Stock, par value $0.01 per share — 212,317 shares (Direct);
Class A Common Stock, par value $0.01 per share — 6,258 shares (Indirect, By various trusts)
Footnotes (1)
- On April 1, 2026, BGC Group, Inc. (the "Company") granted the reporting person 77,882 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 on each of the first (1st) through fifth (5th) anniversaries of April 1, 2026, provided that the reporting person is substantially providing services to 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 revenue 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, 29,973 RSUs became vested and issuable as Class A Common Stock to the reporting person. The reported transaction involved the withholding by the Company of 16,576 shares of Class A Common Stock for taxes. The remaining 13,397 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) 13,397 shares of Class A Common Stock held directly, (ii) 46,262 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 (iii) 58,200 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. Represents shares of Class A Common Stock held in trusts for the benefit of the reporting person's immediate family, of which the reporting person's spouse is the sole trustee of each trust. Represents shares of Class A Common Stock held in the reporting person's 401(k) account as of March 27, 2026.
Key Figures
New RSU grant: 77,882 RSUs
Vested RSUs: 29,973 RSUs
Tax-withheld shares: 16,576 shares
+5 more
8 metrics
New RSU grant
77,882 RSUs
Granted April 1, 2026 under Long Term Incentive Plan
Vested RSUs
29,973 RSUs
Previously granted RSUs that vested on April 1, 2026
Tax-withheld shares
16,576 shares
Shares withheld to cover taxes on vested RSUs
Shares issued on vesting
13,397 shares
Net shares of Class A common stock issued to Merkel
Revenue vesting threshold
$5 million
Quarterly revenue required for each vesting event
Direct holdings post-transaction
195,741 shares
Class A common stock held directly after reported transactions
Family trust holdings
6,258 shares
Class A common stock held in family trusts
401(k) holdings
46,838 shares
Class A common stock in 401(k) as of March 27, 2026
Key Terms
restricted stock units, Long Term Incentive Plan, tax-withholding disposition, Rule 16b-3, +1 more
5 terms
restricted stock units financial
"granted the reporting person 77,882 restricted stock units ("RSUs") under the BGC Group, Inc. Long Term Incentive Plan"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Long Term Incentive Plan financial
"granted the reporting person 77,882 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.
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.
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.
gross revenues financial
"contingent upon the Company generating at least $5 million in gross revenues for the quarter in which the vesting occurs"
FAQ
What did BGC (BGC) disclose about Stephen Merkel’s new equity grant?
BGC granted Stephen M. Merkel 77,882 RSUs under its Long Term Incentive Plan. The RSUs vest over five years and each unit converts into one share of Class A common stock if the vesting conditions are met.
How do Stephen Merkel’s new RSUs at BGC (BGC) vest over time?
The 77,882 RSUs vest ratably on each of the first through fifth anniversaries of April 1, 2026. Vesting requires continued service and that BGC generates at least $5 million in revenue in the applicable quarter.
What happened when Stephen Merkel’s previously granted RSUs vested at BGC (BGC)?
On April 1, 2026, 29,973 RSUs vested and became issuable as Class A common stock. BGC withheld 16,576 shares to satisfy tax obligations and issued the remaining 13,397 shares directly to Stephen Merkel.
What ongoing RSU awards does Stephen Merkel have at BGC (BGC)?
Following the reported vesting, holdings include 46,262 RSUs vesting in 2027–2029 and 58,200 RSUs vesting in 2027–2030. Each tranche requires continued exclusive service and at least $5 million in quarterly gross revenues for vesting.
How are Stephen Merkel’s indirect BGC (BGC) holdings structured?
Indirect holdings include Class A common stock in trusts for his immediate family and in his 401(k) plan. Trust shares are held by his spouse as sole trustee, while 401(k) shares reflect plan holdings as of March 27, 2026.