BGC Group, Inc. — Director's Dealing 2026

Jan 23, 2026

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BGC Group, Inc. (BGC)
CIK: 0001094831
Period of Report: 2026-01-22

Reporting Person: Windeatt Sean A (COO and Co-CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2026-01-22	Class A Common Stock, par value $0.01 per share	D	246360	$9.17	Disposed	462264	Direct

Footnotes

F1: 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.

F2: 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,

F3: (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.