of Form 8-K. Such information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing and as set forth below. Discussion of Forward-Looking Statements about BGC Statements…

Other Events. On May 15, 2026, BGC Group, Inc. (“BGC” or the “Company”) entered into the Third Amended and Restated Credit Agreement (“Third A&R Credit Agreement”), which amends and restates that certain Second Amended and Restated Credit Agreement dated as of April 26, 2024, as amended by that First Amendment to Second Amended and Restated Credit Agreement dated December 6, 2024 (as so amended and as further amended, restated, supplemented or otherwise modified prior to the date hereof, the…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in

Entry into a Material Definitive Agreement. The information set forth in

of Form 8-K. Such information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing and as set forth below. Discussion of Forward-Looking Statements about BGC Statements…

of Form 8-K. Such information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such filing and as set forth below. Discussion of Forward-Looking Statemen…

of Form 8-K. Such information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such filing and as set forth below. Discussion of Forward-Looking Statemen…

Changes in Control of Registrant. Completion of Howard W. Lutnick Divestiture Mr. Howard W. Lutnick, the U.S. Secretary of Commerce and BGC Group, Inc.’s (the “Company”) former Chief Executive Officer and former Chairman of the Company’s Board of Directors (the “Board”), has completed his previously announced divestiture of his holdings in the Company in connection with his appointment as the U.S. Secretary of Commerce. Mr. Howard W. Lutnick no longer has any voting or dispositive power over…

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 Form 8-K. Such information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such filing and as set forth below. Discussion of Forward-Looking Statemen…

of this Current Report on Form 8-K. Discussion of Forward-Looking Statements About BGC Statements in this report and 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 the Company’s business, results, financial position, liquidity and outlook, and the consummation of the…

Regulation FD Disclosure. Sale of Class A Common Stock to the Company On May 16, 2025, Mr. Howard W. Lutnick, the U.S. Secretary of Commerce and the Company’s former Chief Executive Officer and former Chairman of the Board of Directors (the “Board”), agreed to sell to BGC Group, Inc. (“BGC” or “the Company”) 16,452,850 shares of Class A Common Stock beneficially owned by him, including (i) 5,616,612 shares held directly by Mr. Howard W. Lutnick, (ii) 10,489,582 shares held in his personal ass…

of Form 8-K. Such information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing and as set forth below. Discussion of Forward-Looking Statements about BGC Statements…

Entry into a Material Definitive Agreement. The information required by this

Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant. The information required by this

Other Events. Notes Offering On April 2, 2025, BGC Group, Inc. (the “Registrant,” “BGC” or the “Company”) closed an offering of $700.0 million aggregate principal amount of its 6.150% senior notes due 2030 (the “6.150% Notes”). The initial purchasers in the offering were BofA Securities, Inc., Cantor Fitzgerald & Co. (“CF&Co”), Citizens JMP Securities, LLC, PNC Capital Markets LLC, Regions Securities LLC and Wells Fargo Securities, LLC. The Company received net proceeds from the offering of t…

Other Events. Pricing of Note Offering On March 26, 2025, BGC Group, Inc. (the “Registrant,” “BGC” or the “Company”) priced a private offering of $700.0 million aggregate principal amount of 6.150% senior unsecured notes due 2030 (the “6.150% Notes”). The 6.150% Notes will not be registered under the Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.…

CEO — Howard Lutnick: The CEO and Chairman stepped down to become the U.S. Secretary of Commerce, a significant executive departure driven by external government appointment rather than internal conflict or performance issues.

of Form 8-K. Such information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing and as set forth below. Discussion of Forward-Looking Statements about BGC Statements…

Other Events. On December 6, 2024, BGC Group, Inc. (“BGC” or the “Company”) entered into the First Amendment (“First Amendment”), which amends that certain Second Amended and Restated Credit Agreement dated as of April 26, 2024 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”), by and among the Company, the several financial institutions from time to time party thereto, as Lenders, and Bank of America, N.A., as Administrative…

Entry into a Material Definitive Agreement. The information set forth in

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in

The provided text is only the standard header for Item 5.02 and does not contain the specific details of the event required to classify the movement.

of Form 8-K. Such information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing and as set forth below. Discussion of Forward-Looking Statements about BGC Statements…

Other Events. On October 22, 2024, BGC Group, Inc. (“BGC,” the “Registrant” or the “Company”) issued a press release announcing that it has executed a definitive agreement to acquire OTC Global Holdings, LP (“OTC Global”), a global energy, commodities and shipping brokerage company (the “Acquisition”). At the closing of the Acquisition (the “Closing”), the Company expects to acquire OTC Global in a substantially all cash transaction. The Closing is subject to customary closing conditions, inc…