BGC Group, Inc. — Director's Dealing 2024

Apr 1, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BGC Group, Inc. (BGC)
CIK: 0001094831
Period of Report: 2024-04-01

Reporting Person: LUTNICK HOWARD W (Director, Chairman and CEO, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-04-01	Class A Common Stock, par value $0.01 per share	A	1304864	—	Acquired	6338202	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock, par value $0.01 per share	13366470	Indirect
Class B Common Stock, par value $0.01 per share	8973721	Direct
Class B Common Stock, par value $0.01 per share	100285202	Indirect

Footnotes

F1: On April 1, 2024, BGC Group, Inc. (the "Company") granted the reporting person 1,304,864 restricted stock units ("RSUs") 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, par value $0.01 ("Class A Common Stock"). The RSUs shall vest ratably one-fifth (1/5th) on each of the first (1st) through fifth (5th) anniversaries of the grant date, 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. The grant was approved by the Compensation Committee of the Company and is exempt pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended.

F2: Also includes 5,033,338 shares of Class A Common Stock held directly by the reporting person.

F3: The reporting person's indirect pecuniary interest in 13,366,470 shares of Class A Common Stock consists of (i) 12,149,099 shares of Class A Common Stock held in various trust, retirement and custodial accounts consisting of (A) 8,808,665 shares of Class A Common Stock held in the reporting person's personal asset trust, of which he is the sole trustee, (B) 1,668,475 shares of Class A Common Stock held in the reporting person's GRAT IV account, of which he is the sole trustee, (C) 786,447 shares of Class A Common Stock held by a trust for the benefit of descendants of the reporting person and his immediate family (the "Trust"), of which the reporting person's wife is one of two trustees and the reporting person has limited powers to remove and replace such trustees, (D) 290,149 shares of Class A Common Stock held

F4: (Continued from footnote 3) in a Keogh retirement account for the reporting person, (E) 539,359 shares of Class A Common Stock held by trust accounts for the benefit of the reporting person and members of his immediate family, (F) 34,576 shares of Class A Common Stock held in an IRA retirement account, (G) 20,397 shares of Class A Common Stock held in custodial accounts for the benefit of certain members of the reporting person's family under the Uniform Gifts to Minors Act, and (H) 1,031 shares of Class A Common Stock held in other retirement accounts for the benefit of the reporting person's spouse,

F5: (Continued from footnote 4) (ii) 5,548 shares of Class A Common Stock representing the proportional interest of the reporting person's spouse in shares owned by LFA LLC ("LFA"), (iii) 600,938 shares of Class A Common Stock held by KBCR Management Partners, LLC ("KBCR"), and (iv) 610,885 shares of Class A Common Stock held in the reporting person's 401(k) account as of March 1, 2024.

F6: CF Group Management, Inc. ("CFGM") is the Managing General Partner of Cantor Fitzgerald, L.P. ("CFLP"), and the reporting person is the Chairman and Chief Executive Officer and also the trustee of an entity that is the sole stockholder of CFGM. KBCR is a non-managing General Partner of CFLP, and the reporting person is the managing member of KBCR. The reporting person is the managing member of LFA. The reporting person disclaims beneficial ownership of all shares held by CFLP, CFGM, KBCR and LFA in excess of his pecuniary interest, if any, and this report shall not be deemed an admission that he is the beneficial owner of, or has pecuniary interest in, any such excess shares for the purposes of Section 16 of the Exchange Act or for any other purpose.

F7: Consists of 8,973,721 shares of the Company's Class B common stock, par value $0.01 ("Class B Common Stock") held directly by the reporting person.

F8: The shares of Class B Common Stock are convertible at any time on a one-for-one basis (subject to adjustment) into shares of Class A Common Stock.

F9: Consists of (i) 93,340,477 shares of Class B Common Stock held by CFLP, (ii) 2,972,524 shares of Class B Common Stock held by CFGM, (iii) 1,610,182 shares of Class B Common Stock held by the Trust, (iv) 26,052 shares of Class B Common Stock representing the proportional interest of the reporting person's spouse in shares owned by LFA, and (v) 2,335,967 shares of Class B Common Stock held by KBCR.