BGC Group, Inc.

Regulatory Filings • Aug 27, 2025

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 27, 2025

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BGC Group, Inc.

(Exact name of Registrant as specified in its charter)

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Delaware	001-35591	86-3748217
(State
or other jurisdiction of
incorporation)	(Commission
File Number)	(I.R.S.
Employer Identification
No.)

499 Park Avenue , New York , NY 10022

(Address of principal executive offices)

Registrant’s telephone number, including area code: ( 212 ) 610-2200

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

| Title
of each class | Trading
Symbol(s) | Name
of each exchange on which registered |
| --- | --- | --- |
| Class A
Common Stock, $0.01 par value | BGC | The Nasdaq Stock Market LLC |

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 13(a) of the Exchange Act. ☐

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Item 8.01. Other Events.

On August 27, 2025, BGC Group, Inc. (the “Registrant” or “BGC”) issued a press release announcing an offer to exchange up to $700.0 million aggregate principal amount of its outstanding 6.150% Senior Notes due 2030 for an equivalent amount of its 6.150% Senior Notes due 2030 registered under the Securities Act of 1933, as amended.

A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated by reference herein.

Discussion of Forward-Looking Statements About BGC

Statements in this report and in the press release in Exhibit 99.1 to this report regarding BGC that are not historical facts are “forward-looking statements” that involve risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements. These include statements about BGC’s business, results, financial position, liquidity and outlook, which may constitute forward-looking statements and are subject to the risk that the actual impact may differ, possibly materially, from what is currently expected. Except as required by law, BGC undertakes no obligation to update any forward-looking statements. For a discussion of additional risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see BGC’s Securities and Exchange Commission filings, including, but not limited to, the risk factors and Special Note on Forward-Looking Information set forth in these filings and any updates to such risk factors and Special Note on Forward-Looking Information contained in subsequent reports on Form 10-K, Form 10-Q or Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The exhibit index set forth below is incorporated by reference in response to this Item 9.01.

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EXHIBIT INDEX

| Exhibit
No. | Description |
| --- | --- |
| 99.1 | BGC Group, Inc. press release dated August 27, 2025 |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL |

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

| BGC
Group, Inc. — By: | /s/
Jason W. Hauf |
| --- | --- |
| Name: | Jason
W. Hauf |
| Title: | Chief
Financial Officer |

[Signature page to BGC Group, Inc. Form 8-K regarding the

launch of the exchange offer for its 6.150% Senior Notes due 2030]

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