[POSASR] BGC Group, Inc. SEC Filing

Rhea-AI Filing Summary

BGC Group, Inc. filed a Post-Effective Amendment No. 1 to its 2024 automatic shelf registration (File No. 333-283108) to deregister previously registered senior notes. The company terminated offerings under the 2024 shelf after filing a new Form S-3 (File No. 333-291427), which became effective pursuant to Rule 462(e) and covers market-making transactions in these securities.

The affected securities are BGC’s 4.375% Senior Notes due 2025, 8.000% Senior Notes due 2028, and 6.600% Senior Notes due 2029.

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 10, 2025

Registration No. 333-283108

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1

TO

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

BGC Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware		86-3748217
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

499 Park Avenue

New York, New York 10022

(212) 610-2200

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Stephen M. Merkel

Chairman of the Board, Executive Vice President and General Counsel

BGC Group, Inc.

499 Park Avenue

New York, New York 10022

(212) 610-2200

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Leland S. Benton

Morgan, Lewis & Bockius LLP

1111 Pennsylvania Ave., NW

Washington, DC 20004

(202) 739-3000

Approximate date of commencement of proposed sale to the public: Not applicable.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒		Accelerated filer	☐
Non-accelerated filer	☐		Smaller reporting company	☐
			Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

This Post-Effective Amendment No. 1 is being filed to deregister securities that were registered under the registration statement on Form S-3 (File No. 333-283108) filed on November 8, 2024 (the “2024 Registration Statement”) by BGC Group, Inc., a Delaware corporation (“BGC”), which 2024 Registration Statement immediately became effective upon such filing pursuant to Rule 462(e) under the Securities Act of 1933, as amended (the “Securities Act”).

The 2024 Registration Statement was filed to register the offer and sale by affiliates of BGC, in connection with market-making transactions, of an indeterminate amount of BGC’s: (i) 4.375% Senior Notes due 2025 (the “2025 Notes”), (ii) 8.000% Senior Notes due 2028 (the “2028 Notes”), and (iii) 6.600% Senior Notes due 2029 (collectively with the 2025 Notes and the 2028 Notes, the “Securities”).

On November 10, 2025, BGC filed a registration statement on Form S-3 (File No. 333-291427) to register the offer and sale by affiliates of BGC, in connection with market-making transactions, of an indeterminate amount of certain securities of BGC, including the Securities, and such registration statement immediately became effective upon such filing pursuant to Rule 462(e) under the Securities Act.

Accordingly, the offerings of the Securities pursuant to the 2024 Registration Statement have been terminated, and BGC hereby removes from registration under the 2024 Registration Statement all of the Securities.

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SIGNATURES

Pursuant to the requirements of the Securities Act, BGC Group, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the 2024 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in New York, New York on November 10, 2025.

	BGC GROUP, INC.
	/s/ Jason W. Hauf
	Name:	Jason W. Hauf
	Title:	Chief Financial Officer

No other person is required to sign this Post-Effective Amendment No. 1 to the 2024 Registration Statement in reliance on Rule 478 under the Securities Act.

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FAQ

What did BGC (BGC) file?

BGC Group filed a Post-Effective Amendment No. 1 to its 2024 Form S-3 to deregister previously registered securities.

Why is BGC deregistering these securities?

BGC filed a new Form S-3 (File No. 333-291427) that became effective under Rule 462(e) and covers market-making transactions in these securities.

Which securities are affected by the deregistration?

The 4.375% Senior Notes due 2025, 8.000% Senior Notes due 2028, and 6.600% Senior Notes due 2029.

Does this filing involve a new sale or proceeds for BGC?

No. The amendment states the offerings under the 2024 Registration Statement are terminated and the securities are removed from registration.

When was the amendment filed and by whom?

It was signed in New York on November 10, 2025 by Jason W. Hauf, Chief Financial Officer.

What was the prior registration being amended?

Form S-3 (File No. 333-283108) filed on November 8, 2024, which became effective under Rule 462(e).