BGC Group (NASDAQ: BGC) COO and Co-CEO sells 246,360 shares back to firm

Rhea-AI Filing Summary

BGC Group, Inc. disclosed that its COO and Co-CEO, Sean A. Windeatt, sold 246,360 shares of Class A common stock to the company on January 22, 2026. The repurchase was made at $9.17 per share, equal to the closing price on the Nasdaq Global Select Market that day, and was carried out under BGC Group’s existing stock repurchase authorization after approval by the Audit and Compensation Committees, relying on an exemption under Rule 16b-3.

Following this transaction, Windeatt beneficially owns 462,264 shares, all in the form of restricted stock units. These include 210,037 RSUs scheduled to vest on July 1, 2033, 48,076 RSUs vesting in four annual installments starting April 1, 2026, 131,053 RSU-LLPs vesting on April 1, 2027, and 73,098 RSUs vesting on April 1, 2028. All future vesting is contingent on his continued service and BGC Group generating at least $5 million in revenue or gross revenues in the quarter of vesting, as specified for each grant.

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

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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^*

Windeatt Sean A

(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)
	COO and Co-CEO

3. Date of Earliest Transaction (Month/Day/Year)
01/22/2026

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	01/22/2026		D		246,360	D	$9.17(1)	462,264(1)(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. On January 22, 2026, BGC Group, Inc. (the "Company") repurchased an aggregate of 246,360 shares of the Company's Class A common stock, par value $0.01 per share ("Class A Common Stock"), from the reporting person. The sale price was the closing price per share of a share of the Class A Common Stock on the Nasdaq Global Select Market on January 22, 2026. The transaction was approved by the Audit Committee and Compensation Committee of the Board of Directors of the Company and was made pursuant to the Company's existing stock repurchase authorization and is exempt pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended.

2. Includes restricted stock units that each represent a contingent right to receive one share of Class A Common Stock ("RSUs") which were previously granted to the reporting person under the BGC Group, Inc. Long Term Incentive Plan., consisting of: (i) 210,037 RSUs which will vest on July 1, 2033, provided that the reporting person remains employed through such vesting date, and contingent upon the Company generating at least $5 million in revenue for the quarter in which the vesting occurs, (ii) 48,076 RSUs which will vest ratably on each of April 1, 2026, 2027, 2028 and 2029 provided that the reporting person is still substantially 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. (continued from Footnote 2) (iii) 131,053 RSU-LLPs that will vest on April 1, 2027, provided that the reporting person remains a member of and in good standing with BGC Services (Holdings) LLP, a wholly-owned subsidiary of the Company, through the vesting date and contingent upon the Company generating at least $5 million in gross revenues for the quarter in which the vesting occurs, and (iv) 73,098 RSUs that will vest on April 1, 2028, provided that the reporting person remains a member of and in good standing with BGC Services (Holdings) LLP, through the vesting date and contingent upon the Company generating at least $5 million in gross revenues for the quarter in which the vesting occurs.

	/s/ Sean A. Windeatt	01/23/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did BGC (BGC Group, Inc.) report for Sean A. Windeatt?

BGC Group reported that COO and Co-CEO Sean A. Windeatt sold 246,360 shares of Class A common stock to the company on January 22, 2026 under a company share repurchase.

At what price did BGC repurchase the 246,360 shares from its COO and Co-CEO?

The company repurchased the 246,360 shares of Class A common stock at $9.17 per share, which was the closing price on the Nasdaq Global Select Market on January 22, 2026.

How many BGC shares does Sean A. Windeatt beneficially own after this transaction?

After the reported sale, Sean A. Windeatt beneficially owns 462,264 shares of BGC Group Class A common stock, all represented by restricted stock units and related awards.

Were there any approvals or exemptions involved in BGC’s repurchase from the COO and Co-CEO?

Yes. The repurchase from Sean A. Windeatt was approved by BGC Group’s Audit Committee and Compensation Committee and was conducted under the company’s existing stock repurchase authorization, relying on an exemption under Rule 16b-3 of the Exchange Act.

What are the key vesting terms for Sean A. Windeatt’s BGC restricted stock units?

His holdings include 210,037 RSUs vesting on July 1, 2033, 48,076 RSUs vesting in four annual installments from April 1, 2026 to 2029, 131,053 RSU-LLPs vesting on April 1, 2027, and 73,098 RSUs vesting on April 1, 2028, all subject to continued service and BGC generating at least $5 million in revenue or gross revenues in the relevant quarter.

Are Sean A. Windeatt’s remaining BGC equity awards tied to company performance?

Yes. Each RSU and RSU-LLP grant is contingent on BGC Group generating at least $5 million in revenue or gross revenues during the quarter in which the respective vesting date occurs, in addition to his continued employment or service conditions.