Rubric Capital discloses 5.84% BGC Group (BGC) stake in 13G filing

Rhea-AI Filing Summary

Rubric Capital Management LP and David Rosen report passive beneficial ownership of 21,000,000 shares of BGC Group, Inc. Class A common stock, representing 5.84 % of the class. This percentage is based on 359,294,852 Class A shares outstanding as of November 7, 2025, as disclosed in BGC Group’s Form 10-Q.

The shares are held through Rubric-managed investment funds, including Rubric Capital Master Fund LP, which has the right to receive dividends and sale proceeds for more than 5 % of the class. The filers certify the holdings are in the ordinary course of business and not for changing or influencing control of BGC Group.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

BGC Group, Inc.

(Name of Issuer)

Class A Common Stock, $0.01 par value per share

(Title of Class of Securities)

088929104

(CUSIP Number)

12/31/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 088929104

1

Names of Reporting Persons

Rubric Capital Management LP

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 21,000,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 21,000,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

21,000,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5.84 %

12

Type of Reporting Person (See Instructions)

IA, PN

SCHEDULE 13G

CUSIP No. 088929104

1

Names of Reporting Persons

David Rosen

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 21,000,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 21,000,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

21,000,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5.84 %

12

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: BGC Group, Inc.
(b)	Address of issuer's principal executive offices: 499 Park Avenue, New York, NY 10022
Item 2.
(a)	Name of person filing: This statement is filed by: (i) Rubric Capital Management LP ("Rubric Capital"), the investment adviser to certain investment funds and/or accounts (collectively, the "Rubric Funds") that hold Class A common stock, $0.01 par value (the "Class A Common Stock") of BGC Group, Inc., a Delaware corporation (the "Issuer") reported herein; and (ii) David Rosen ("Mr. Rosen"), Managing Member of Rubric Capital Management GP LLC, the general partner of Rubric Capital. The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons." The filing of this statement should not be construed as an admission that any of the forgoing persons or any Reporting Person is, for the purposes of Section 13 of the Act, the beneficial owner of the Shares reported herein.
(b)	Address or principal business office or, if none, residence: The address of the principal business office of each of the Reporting Persons is 155 East 44th St, Suite 1630, New York, NY 10017.
(c)	Citizenship: Rubric Capital is a Delaware limited partnership. Mr. Rosen is a citizen of the United States of America.
(d)	Title of class of securities: Class A Common Stock, $0.01 par value per share
(e)	CUSIP No.: 088929104
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: The information required by Items 4(a) - (c) is set forth in Rows 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference. The percentage set forth in Row (11) of the cover page for each of the Reporting Persons and in Item 4(b) is based on the 359,294,852 shares of Class A Common Stock outstanding as of November 7, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025 filed with the Securities and Exchange Commission on November 10, 2025.
(b)	Percent of class: 5.84 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
	(ii) Shared power to vote or to direct the vote: The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
	(iii) Sole power to dispose or to direct the disposition of: The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
	(iv) Shared power to dispose or to direct the disposition of: The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. See Item 2(a). Rubric Capital Master Fund LP, a Rubric Fund, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, more than 5% of the Class A Common Stock.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Rubric Capital Management LP

Signature:	/s/ Michael Nachmani
Name/Title:	Michael Nachmani / Chief Operating Officer
Date:	02/13/2026

David Rosen

Signature:	/s/ David Rosen
Name/Title:	David Rosen / Individually
Date:	02/13/2026

Exhibit Information

Exhibit 99.1: Joint Filing Agreement

FAQ

What ownership stake in BGC (BGC) does Rubric Capital report?

Rubric Capital reports beneficial ownership of 21,000,000 BGC Group Class A shares, equal to 5.84 % of the class. This stake is held through Rubric-managed investment funds and reflects a sizable institutional position in the company’s common equity.

How was Rubric Capital’s 5.84% BGC (BGC) ownership percentage calculated?

The 5.84 % figure is based on 359,294,852 BGC Group Class A shares outstanding as of November 7, 2025. That share count comes from BGC Group’s Form 10-Q for the quarter ended September 30, 2025, which the filing cites as its ownership baseline.

Who are the reporting persons in the BGC (BGC) Schedule 13G filing?

The reporting persons are Rubric Capital Management LP and David Rosen. Rubric Capital is the investment adviser to certain funds holding BGC shares, and Rosen is Managing Member of Rubric Capital Management GP LLC, the general partner of Rubric Capital.

Does Rubric Capital seek control of BGC (BGC) with this 5.84% stake?

The filing states the securities were acquired and are held in the ordinary course of business, not for changing or influencing control of BGC Group. It further notes the holdings are not part of any control-related transaction, other than activities tied to specific proxy nomination rules.

Which Rubric fund holds more than 5% of BGC (BGC) shares?

Rubric Capital Master Fund LP, one of the Rubric Funds, has the right to receive or direct the receipt of dividends and sale proceeds for more than 5 % of BGC Group’s Class A Common Stock. This underscores that the position is concentrated in that particular Rubric-managed fund.

What voting and dispositive powers does Rubric Capital report for BGC (BGC)?

Rubric Capital and David Rosen each report shared voting power and shared dispositive power over 21,000,000 BGC Group Class A shares, with no sole voting or dispositive power. This means decisions over these shares are exercised jointly as described in the filing.