[Form 4] BGC Group, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Jason W. Hauf, Chief Financial Officer of BGC Group, Inc. (BGC), reported a sale of 29,023 shares of Class A common stock on 08/21/2025 at a weighted average price of $9.86 per share, in a price range of $9.82 to $9.92. After the transaction the reporting person beneficially owns 77,196 shares, which include multiple tranches of restricted stock units (RSUs) that vest between 2026 and 2033 and are contingent on continued service and the Company generating at least $5 million in gross revenue in the applicable vesting quarter.

The filing is a routine Section 16 Form 4 disclosure of an insider sale and the report notes the seller will provide detailed per-price sale breakdowns upon SEC or company request.

Positive

• Continued executive ownership: Reporting person retains 77,196 shares including time- and performance-vested RSUs, aligning long-term interests with shareholders
• Transparent disclosure: Sale price disclosed as weighted average ($9.86) and price range ($9.82–$9.92) with offer to provide per-price details on request

Negative

• Insider sale: Disposition of 29,023 shares reduces immediate insider ownership
• RSU vesting contingent on revenue thresholds: Future conversion to shares depends on the Company generating at least $5 million in gross revenue for each relevant quarter

Insights

Securities Analyst

TL;DR: Insider sale of 29,023 shares reduces holdings but significant future RSUs maintain executive alignment with shareholders.

The sale of 29,023 shares at a weighted average of $9.86 is a clear, disclosed disposition by the CFO and is material only to the extent it changes near-term insider holdings. Post-sale beneficial ownership of 77,196 shares includes substantial time- and performance-vested RSUs, which preserve long-term alignment subject to revenue conditions of $5 million per relevant quarter. No derivatives or other transactions were reported. This Form 4 appears to be a routine compliance filing rather than an indicator of company-wide change.

Corporate Governance Expert

TL;DR: Transaction is a standard reporting of an officer sale; vesting RSUs indicate structured long-term incentives tied to revenue milestones.

The disclosure transparently explains the weighted average sale price and range and documents contingent RSU grants under the company’s long-term incentive plan. The RSU vesting conditions—service through vesting dates and a $5 million gross revenue threshold for each applicable quarter—are material to understanding when shares may convert to common stock. The filing contains no amendment note and was signed by the reporting person, satisfying Section 16 reporting requirements.

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

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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^*

Hauf Jason 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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/21/2025

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	08/21/2025		S		29,023	D	$9.86(1)	77,196(2)(3)	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. Represents a sale of 29,023 shares of BGC Group, Inc. Class A common stock, par value $0.01 per share ("Class A Common Stock"), by the reporting person. The sale price per share of $9.86 represents the weighted average share price of an aggregate total of 29,023 shares sold in the price range of $9.82 to $9.92. The reporting person undertakes to provide, upon request by the Securities and Exchange Commission staff, the Company or a security holder of the Company, full information regarding the number of shares sold at each separate price.

2. Includes (i) 6,808 restricted stock units ("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, (ii) 32,028 RSUs which vest ratably on each of April 1, 2026, 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) 38,360 RSUs which will vest ratably on each of April 1, 2026, 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

3. (continued from Footnote 2) $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. Each RSU represents a contingent right to receive one share of Class A Common Stock.

	/s/ Jason Hauf	08/22/2025
	** 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 transaction did the BGC insider report on Form 4?

The CFO sold 29,023 shares of Class A common stock on 08/21/2025 at a weighted average price of $9.86 per share.

How many BGC shares does Jason Hauf beneficially own after the sale?

The reporting person beneficially owns 77,196 shares following the reported transaction.

Are there any restricted stock units (RSUs) included in the reported holdings?

Yes. Holdings include RSUs: 6,808 RSUs vesting July 1, 2033, 32,028 RSUs vesting ratably April 1 of 2026–2029, and 38,360 RSUs vesting ratably April 1 of 2026–2030, subject to service and revenue conditions.

What revenue condition applies to RSU vesting in the Form 4?

Each RSU tranche vests only if the Company generates at least $5 million in gross revenue for the quarter in which vesting occurs, in addition to continuous service requirements.

Did the Form 4 report any derivative transactions or option exercises?

No. Table II (derivative securities) contains no reported transactions; only non-derivative Class A common stock was reported.