BGC Group, Inc. — Director's Dealing 2025

Apr 1, 2025

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BGC Group, Inc. (BGC)
CIK: 0001094831
Period of Report: 2025-04-01

Reporting Person: Hauf Jason W. (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2025-04-01	Class A Common Stock, par value $0.01 per share	A	38360	—	Acquired	122296	Direct
2025-04-01	Class A Common Stock, par value $0.01 per share	F	3228	$9.22	Disposed	119068	Direct

Footnotes

F1: On April 1, 2025, BGC Group, Inc. (the "Company") granted the reporting person 38,360 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 ("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 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 Board of Directors of the Company and is exempt pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended.

F2: On April 1, 2025, pursuant to the vesting schedule of the RSUs previously granted to the reporting person, 8,008 RSUs became vested and issuable as Class A Common Stock to the reporting person. The reported transaction involved the withholding by the Company of 3,228 shares of Class A Common Stock for taxes. The remaining 4,780 shares of Class A Common Stock were issued to the reporting person.

F3: Also includes (i) 6,808 previously granted RSUs which will vest on July 1, 2033, provided that the reporting person remains employed through such vesting date, and contingent upon the Company, inclusive of its affiliates, generating at least $5 million in revenue for the quarter in which the vesting occurs, (ii) 37,092 previously granted RSUs which will vest on July 1, 2033, provided that the reporting person remains employed through such vesting date; and (iii) 32,028 RSUs which vest ratably on each of April 1, 2026, 2027, 2028 and 2029, 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.