Stephen M. Merkel - Apr 1, 2025 Form 4 Insider Report for BGC Group, Inc. (BGC)

Signature
/s/ Stephen M. Merkel
Stock symbol
BGC
Transactions as of
Apr 1, 2025
Transactions value $
-$78,637
Form type
4
Date filed
4/1/2025, 04:15 PM
Previous filing
Apr 1, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction BGC Class A Common Stock, par value $0.01 per share Award +72.8K +83.89% 159K Apr 1, 2025 Direct F1
transaction BGC Class A Common Stock, par value $0.01 per share Tax liability -$78.6K -8.53K -5.35% $9.22 151K Apr 1, 2025 Direct F2, F3
holding BGC Class A Common Stock, par value $0.01 per share 6.26K Apr 1, 2025 By various trusts F4
holding BGC Class A Common Stock, par value $0.01 per share 45.8K Apr 1, 2025 By 401(k) Plan F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On April 1, 2025, the BGC Group, Inc. (the "Company") granted the reporting person 72,751 restricted stock units ("RSUs") granted 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 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 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. 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, 15,422 RSUs became vested and issuable as Class A Common Stock to the reporting person. The reported transaction involved the withholding by the Company of 8,529 shares of Class A Common Stock for taxes. The remaining 6,893 shares of Class A Common Stock were issued to the reporting person.
F3 Also includes (i) 61,684 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; and (ii) 9,618 of shares of Class A Common Stock held directly.
F4 Represents shares of Class A Common Stock held in trusts for the benefit of the reporting person's immediate family, of which the reporting person's spouse is the sole trustee of each trust.
F5 Represents shares of Class A Common Stock held in the reporting person's 401(k) account as of March 3, 2025.