SEC FORM 4

SEC FORM 4SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Windeatt Sean A

(Last)

(First)

(Middle)

C/O BGC GROUP, INC.

499 PARK AVENUE

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
BGC Group, Inc. [ BGC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	COO and Co-CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock, par value $0.01 per share	04/01/2026		A		268,498	A	⁽¹⁾	730,762⁽¹⁾	D
Class A Common Stock, par value $0.01 per share	04/01/2026		F⁽²⁾		5,649	D	$9.84	725,113⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. On April 1, 2026, BGC Group, Inc. (the "Company") granted the reporting person 268,498 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 on April 1, 2029, 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. 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.

2. On April 1, 2026, pursuant to the vesting schedule of the RSUs previously granted to the reporting person, 12,019 RSUs became vested and issuable as Class A Common Stock to the reporting person. The reported transaction involved the withholding by the Company of 5,649 shares of Class A Common Stock for taxes. The remaining 6,370 shares of Class A Common Stock were issued to the reporting person.

3. Includes 6,370 shares held directly following the vesting schedule described in footnote 2.

4. Also includes: (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) 36,057 RSUs which will vest ratably on each of April 1, 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,

5. (continued from Footnote 4) (iii) 131,053 RSUs 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 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.

	/s/ Sean A. Windeatt	04/01/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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* Form 4: SEC 1474 (03-26)

SEC Form 4 filed by Windeatt Sean A