08/31/2026 | Press release | Distributed by Public on 08/31/2026 14:34
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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AUBIN JEAN-PIERRE C/O BGC GROUP, INC. 499 PARK AVENUE NEW YORK, NY 10022 |
Co-Chief Executive Officer | |||
| /s/ Jean-Pierre Aubin | 08/31/2026 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | On August 28, 2026, BGC Group, Inc. (the "Company") repurchased an aggregate of 373,191 shares of its Class A common stock, par value $0.01 per share ("Class A Common Stock"), beneficially owned by the reporting person. The sale price per share was the closing price per share of a share of the Class A Common Stock on the Nasdaq Global Select Market on August 28, 2026. The transaction was approved by the Audit Committee and Compensation Committee of the Board of Directors of the Company and was pursuant to the Company's existing stock buyback authorization and is exempt pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended. |
| (2) | Includes 207,999 shares of Class A Common Stock held directly. |
| (3) | Also includes 874,072 restricted stock units that each represent a contingent right to receive one share of Class A Common Stock ("RSUs") previously granted to the reporting person under the BGC Group, Inc. Long Term Incentive Plan, of which (i) 29,368 RSUs will vest on each of March 15, 2027, 2028 and 2029, (ii) 15,688 will vest on March 15, 2030, (iii) 349,158 RSUs will vest on July 1, 2033, in each case provided that the reporting person is still substantially providing services exclusively for the Company or any of its affiliates through the applicable vesting date, |
| (4) | (Continued from Footnote 3) (iv) 269,557 RSUs will vest ratably on each of the first (1st) through fifth (5th) anniversaries of April 1, 2026, provided that the reporting person is substantially providing services to the Company or any of its affiliates through the applicable 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, and (v) 151,565 RSUs will vest ratably over a period of four (4) years following the termination of the reporting person's employment with the Company. |