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

Rhea-AI Filing Summary

Stephen M. Merkel, Chairman and General Counsel of BGC Group, Inc. (BGC), reported a sale of 16,511 shares of Class A common stock under a company repurchase on 10/03/2025. The shares were repurchased at the Nasdaq closing price of $9.21 per share and the transaction was approved by the Audit Committee under the company's buyback authorization.

The filing shows the reporting person retains 134,435 shares directly after the sale and beneficially owns additional shares 6,258 via family trusts and 46,131 in a 401(k) account. The report also discloses 134,435 shares figure includes restricted stock units (RSUs) totaling 134,435 granted under the Long Term Incentive Plan, split into tranches of 61,684 RSUs vesting ratably each April 1 in 2026–2029 and 72,751 RSUs vesting ratably each April 1 in 2026–2030, each contingent on continued service and the company generating at least $5,000,000 in gross revenues for the applicable quarter.

Positive

• Company buyback used to repurchase 16,511 shares, showing active capital-return execution
• Reporting person retains substantial holdings (direct 134,435 shares plus trusts and 401(k)), maintaining alignment with shareholders
• Long-term RSUs vest through 2030 and are performance‑contingent on at least $5,000,000 quarterly revenue, linking pay to results

Negative

• Insider sale of 16,511 shares reduces direct ownership and may be viewed as partial monetization
• RSU vesting depends on achieving at least $5M in gross revenue per vesting quarter, a condition that may delay realized equity value

Insights

Corporate Governance Analyst

Insider sale via authorized buyback; holdings and long‑term incentives remain substantial.

The reported disposition of 16,511 shares occurred through a company repurchase approved by the Audit Committee and executed at the Nasdaq closing price of $9.21 on 10/03/2025

The reporting person still holds direct and indirect positions plus time‑conditioned RSUs that vest through 2030, subject to continued service and a $5M quarterly revenue condition, which aligns executive compensation with ongoing performance; monitor upcoming quarterly revenue results and scheduled April vesting dates.

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
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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^*

MERKEL STEPHEN M

(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		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman of the Board & GC

3. Date of Earliest Transaction (Month/Day/Year)
10/03/2025

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	10/03/2025		D		16,511	D	$9.21(1)	134,435(2)	D
Class A Common Stock, par value $0.01 per share								6,258	I	By various trusts(3)
Class A Common Stock, par value $0.01 per share								46,131	I	By 401(k) Plan(4)

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 3, 2025, BGC Group, Inc. (the "Company") repurchased an aggregate of 16,511 shares of its Class A common stock, par value $0.01 per share ("Class A Common Stock"), from the reporting person. The sale price per share was the closing price per share of a share of the Class A Common Stock on the Nasdaq Global Select Market on October 3, 2025. The transaction was approved by the Audit Committee of the Company and was pursuant to its stock buyback authorization.

2. Includes restricted stock units ("RSUs") granted 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, consisting of: (i) 61,684 RSUs which vest ratably on each of April 1, 2026, 2027, 2028 and 2029, and (ii) 72,751 RSUs which vest ratably on each of April 1, 2026, 2027, 2028, 2029 and 2030, in each case 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.

3. 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.

4. Represents shares of Class A Common Stock held in the reporting person's 401(k) account as of October 1, 2025.

	/s/ Stephen M. Merkel	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 BGC insider Stephen M. Merkel report on Form 4 (BGC)?

He reported the sale of 16,511 Class A shares on 10/03/2025, repurchased by the company at the Nasdaq closing price of $9.21 per share.

How many Class A shares does Stephen M. Merkel own after the reported transaction?

The filing shows 134,435 shares owned directly after the sale, plus 6,258 held in family trusts and 46,131 in his 401(k) account.

Are there any restricted stock units (RSUs) disclosed in the Form 4 for BGC?

Yes. The filing discloses 61,684 RSUs vesting ratably each April 1 in 2026–2029 and 72,751 RSUs vesting ratably each April 1 in 2026–2030, subject to continued service and a quarterly revenue condition.

What performance condition is attached to the RSU vesting?

Each RSU tranche vests only if the company generates at least $5,000,000 in gross revenues for the quarter in which the vesting occurs, in addition to continued service.