Bgc Group, Inc.
A global financial brokerage and technology company that sits in the "plumbing" of the markets, helping banks, hedge funds, and investment firms trade everything from bonds and interest-rate swaps to energy and shipping. It was born in 2004 when Cantor Fitzgerald spun off its voice-brokerage business, and its name honors Cantor co-founder Bernard Gerald Cantor. In 2023 it launched FMX, a U.S. interest-rate futures exchange built in partnership with ten major banks and trading firms.
Item 4 is hereby amended and supplemented with the following: Completion of Howard W. Lutnick Divestiture In accordance with the transactions detailed below, 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 of the Company, 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 any of the securities of the Company, and the Reporting Persons understand that he will file Amendment No. 20B as his final amendment to the Original 13D to reflect his zero ownership. Acquisition of CFGM Voting Shares by Trusts Controlled by Mr. Brandon G. Lutnick As previously disclosed in Amendment No. 19, on May 16, 2025, Howard W. Lutnick, in his capacity as trustee of a trust, entered into agreements to sell to trusts controlled by Brandon G. Lutnick (the "Purchaser Trusts") all of the voting shares of CFGM, which is the managing general partner of CFLP. On October 6, 2025, the transactions under such agreements closed. The aggregate purchase price for such sales was $200,000, and was paid using cash on hand at the Purchaser Trusts. Acquisition of Interests in Tangible Benefits and KBCR by Trusts Controlled by Mr. Brandon G. Lutnick As previously disclosed in Amendment No. 19, on May 16, 2025, Mr. Howard W. Lutnick, in his capacity as trustee of a trust, entered into an agreement to sell to certain other trusts controlled by Brandon G. Lutnick certain interests, including all outstanding equity interests held by a trust controlled by Howard W. Lutnick in Tangible Benefits, LLC, a Delaware limited liability company ("Tangible Benefits"), and KBCR Management Partners, LLC, a Delaware limited liability company ("KBCR"), both of which hold shares of the Company. On October 6, 2025, the transactions under such agreements closed concurrently with the closing of the sale of the voting shares of CFGM described above. The aggregate purchase price of the interests in KBCR and Tangible Benefits was $13,096,795.70 and was paid using cash on hand at the purchasing trusts. Acquisition of Class B Common Stock by CFLP As previously disclosed in Amendment No. 19, on May 16, 2025, Mr. Howard W. Lutnick entered into an agreement to sell to CFLP 8,973,721 shares of Class B Common Stock held directly by him, which represents all of the shares of Class B Common Stock that had been held by him. On October 6, 2025, effective immediately after the closing of the sale of the CFGM voting shares described above, the sale of the 8,973,721 shares of Class B Common Stock closed. The price per share for the sale was $9.2082, which is equal to the 3-day volume weighted average price of the Class A Common Stock on the Nasdaq Global Select Market on May 14, May 15 and May 16, 2025, and was paid using cash on hand at CFLP. The purchase price per share was reduced by $0.032 per share, which was the after-tax portion of any dividends on such shares of Class B Common Stock paid to Mr. Howard W. Lutnick between the date of the purchase and sale agreement and the closing under the agreement, as well as the declared but unpaid dividends on such shares of Class B Common Stock with a record date prior to the closing that were payable to Mr. Howard W. Lutnick. Following the closing of the transactions described above, Brandon G. Lutnick may be deemed to have beneficial ownership of 75.1% of the total voting power of the outstanding Common Stock of the Company and Howard W. Lutnick no longer has beneficial ownership over such securities. ******** Other than as described in this Item 4, none of the Reporting Persons has any current plans or proposals that relate to or that would result in any of the transactions or other matters specified in clauses (a) through (j) of Item 4 of Schedule 13D; provided, that the Reporting Persons may, at any time, review or reconsider their positions with respect to BGC Group and reserve the right to develop such plans or proposals.
Item 4 is hereby amended and supplemented with the following: Completion of Howard W. Lutnick Divestiture In accordance with the transactions detailed below, 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 of the Company, 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 any of the securities of the Company, and the Reporting Persons understand that he will file Amendment No. 20B as his final amendment to the Original 13D to reflect his zero ownership. Acquisition of CFGM Voting Shares by Trusts Controlled by Mr. Brandon G. Lutnick As previously disclosed in Amendment No. 19, on May 16, 2025, Howard W. Lutnick, in his capacity as trustee of a trust, entered into agreements to sell to trusts controlled by Brandon G. Lutnick (the "Purchaser Trusts") all of the voting shares of CFGM, which is the managing general partner of CFLP. On October 6, 2025, the transactions under such agreements closed. The aggregate purchase price for such sales was $200,000, and was paid using cash on hand at the Purchaser Trusts. Acquisition of Interests in Tangible Benefits and KBCR by Trusts Controlled by Mr. Brandon G. Lutnick As previously disclosed in Amendment No. 19, on May 16, 2025, Mr. Howard W. Lutnick, in his capacity as trustee of a trust, entered into an agreement to sell to certain other trusts controlled by Brandon G. Lutnick certain interests, including all outstanding equity interests held by a trust controlled by Howard W. Lutnick in Tangible Benefits, LLC, a Delaware limited liability company ("Tangible Benefits"), and KBCR Management Partners, LLC, a Delaware limited liability company ("KBCR"), both of which hold shares of the Company. On October 6, 2025, the transactions under such agreements closed concurrently with the closing of the sale of the voting shares of CFGM described above. The aggregate purchase price of the interests in KBCR and Tangible Benefits was $13,096,795.70 and was paid using cash on hand at the purchasing trusts. Acquisition of Class B Common Stock by CFLP As previously disclosed in Amendment No. 19, on May 16, 2025, Mr. Howard W. Lutnick entered into an agreement to sell to CFLP 8,973,721 shares of Class B Common Stock held directly by him, which represents all of the shares of Class B Common Stock that had been held by him. On October 6, 2025, effective immediately after the closing of the sale of the CFGM voting shares described above, the sale of the 8,973,721 shares of Class B Common Stock closed. The price per share for the sale was $9.2082, which is equal to the 3-day volume weighted average price of the Class A Common Stock on the Nasdaq Global Select Market on May 14, May 15 and May 16, 2025, and was paid using cash on hand at CFLP. The purchase price per share was reduced by $0.032 per share, which was the after-tax portion of any dividends on such shares of Class B Common Stock paid to Mr. Howard W. Lutnick between the date of the purchase and sale agreement and the closing under the agreement, as well as the declared but unpaid dividends on such shares of Class B Common Stock with a record date prior to the closing that were payable to Mr. Howard W. Lutnick. Following the closing of the transactions described above, Brandon G. Lutnick may be deemed to have beneficial ownership of 75.1% of the total voting power of the outstanding Common Stock of the Company and Howard W. Lutnick no longer has beneficial ownership over such securities. ******** Other than as described in this Item 4, none of the Reporting Persons has any current plans or proposals that relate to or that would result in any of the transactions or other matters specified in clauses (a) through (j) of Item 4 of Schedule 13D; provided, that the Reporting Persons may, at any time, review or reconsider their positions with respect to BGC Group and reserve the right to develop such plans or proposals.
Item 4 is hereby amended and supplemented with the following: Completion of Howard W. Lutnick Divestiture In accordance with the transactions detailed below, 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 of the Company, 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 any of the securities of the Company, and the Reporting Persons understand that he will file Amendment No. 20B as his final amendment to the Original 13D to reflect his zero ownership. Acquisition of CFGM Voting Shares by Trusts Controlled by Mr. Brandon G. Lutnick As previously disclosed in Amendment No. 19, on May 16, 2025, Howard W. Lutnick, in his capacity as trustee of a trust, entered into agreements to sell to trusts controlled by Brandon G. Lutnick (the "Purchaser Trusts") all of the voting shares of CFGM, which is the managing general partner of CFLP. On October 6, 2025, the transactions under such agreements closed. The aggregate purchase price for such sales was $200,000, and was paid using cash on hand at the Purchaser Trusts. Acquisition of Interests in Tangible Benefits and KBCR by Trusts Controlled by Mr. Brandon G. Lutnick As previously disclosed in Amendment No. 19, on May 16, 2025, Mr. Howard W. Lutnick, in his capacity as trustee of a trust, entered into an agreement to sell to certain other trusts controlled by Brandon G. Lutnick certain interests, including all outstanding equity interests held by a trust controlled by Howard W. Lutnick in Tangible Benefits, LLC, a Delaware limited liability company ("Tangible Benefits"), and KBCR Management Partners, LLC, a Delaware limited liability company ("KBCR"), both of which hold shares of the Company. On October 6, 2025, the transactions under such agreements closed concurrently with the closing of the sale of the voting shares of CFGM described above. The aggregate purchase price of the interests in KBCR and Tangible Benefits was $13,096,795.70 and was paid using cash on hand at the purchasing trusts. Acquisition of Class B Common Stock by CFLP As previously disclosed in Amendment No. 19, on May 16, 2025, Mr. Howard W. Lutnick entered into an agreement to sell to CFLP 8,973,721 shares of Class B Common Stock held directly by him, which represents all of the shares of Class B Common Stock that had been held by him. On October 6, 2025, effective immediately after the closing of the sale of the CFGM voting shares described above, the sale of the 8,973,721 shares of Class B Common Stock closed. The price per share for the sale was $9.2082, which is equal to the 3-day volume weighted average price of the Class A Common Stock on the Nasdaq Global Select Market on May 14, May 15 and May 16, 2025, and was paid using cash on hand at CFLP. The purchase price per share was reduced by $0.032 per share, which was the after-tax portion of any dividends on such shares of Class B Common Stock paid to Mr. Howard W. Lutnick between the date of the purchase and sale agreement and the closing under the agreement, as well as the declared but unpaid dividends on such shares of Class B Common Stock with a record date prior to the closing that were payable to Mr. Howard W. Lutnick. Following the closing of the transactions described above, Brandon G. Lutnick may be deemed to have beneficial ownership of 75.1% of the total voting power of the outstanding Common Stock of the Company and Howard W. Lutnick no longer has beneficial ownership over such securities. ******** Other than as described in this Item 4, none of the Reporting Persons has any current plans or proposals that relate to or that would result in any of the transactions or other matters specified in clauses (a) through (j) of Item 4 of Schedule 13D; provided, that the Reporting Persons may, at any time, review or reconsider their positions with respect to BGC Group and reserve the right to develop such plans or proposals.
Item 4 is hereby amended and supplemented with the following: Completion of Howard W. Lutnick Divestiture In accordance with the transactions described in Amendment No. 19, 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, has completed his previously announced divestiture of his holdings in the Company in connection with his appointment as the U.S. Secretary of Commerce. The sale of such interests was completed on October 6, 2025, and as a result, Mr. Howard W. Lutnick no longer has any voting or dispositive power over any of the securities of the Company and is filing this Amendment as a final amendment to reflect his zero ownership.
| Holder | Schedule | % of class | Shares | Filed |
|---|---|---|---|---|
| Rubric Capital Management LP | 13GPassive | 5.84% | 21.00M | Feb 13, 2026 |
| David Rosen | 13GPassive | 5.84% | 21.00M | Feb 13, 2026 |
| BlackRock, Inc. | 13G/APassive | 14.2% | 51.74M | Oct 17, 2025 |
| Brandon G. Lutnick | 13D/AActivist | 23.4% | 111.38M | Oct 6, 2025 |
Item 4 is hereby amended and supplemented with the following: Completion of Howard W. Lutnick Divestiture In accordance with the transactions detailed below, 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 of the Company, 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 any of the securities of the Company, and the Reporting Persons understand that he will file Amendment No. 20B as his final amendment to the Original 13D to reflect his zero ownership. Acquisition of CFGM Voting Shares by Trusts Controlled by Mr. Brandon G. Lutnick As previously disclosed in Amendment No. 19, on May 16, 2025, Howard W. Lutnick, in his capacity as trustee of a trust, entered into agreements to sell to trusts controlled by Brandon G. Lutnick (the "Purchaser Trusts") all of the voting shares of CFGM, which is the managing general partner of CFLP. On October 6, 2025, the transactions under such agreements closed. The aggregate purchase price for such sales was $200,000, and was paid using cash on hand at the Purchaser Trusts. Acquisition of Interests in Tangible Benefits and KBCR by Trusts Controlled by Mr. Brandon G. Lutnick As previously disclosed in Amendment No. 19, on May 16, 2025, Mr. Howard W. Lutnick, in his capacity as trustee of a trust, entered into an agreement to sell to certain other trusts controlled by Brandon G. Lutnick certain interests, including all outstanding equity interests held by a trust controlled by Howard W. Lutnick in Tangible Benefits, LLC, a Delaware limited liability company ("Tangible Benefits"), and KBCR Management Partners, LLC, a Delaware limited liability company ("KBCR"), both of which hold shares of the Company. On October 6, 2025, the transactions under such agreements closed concurrently with the closing of the sale of the voting shares of CFGM described above. The aggregate purchase price of the interests in KBCR and Tangible Benefits was $13,096,795.70 and was paid using cash on hand at the purchasing trusts. Acquisition of Class B Common Stock by CFLP As previously disclosed in Amendment No. 19, on May 16, 2025, Mr. Howard W. Lutnick entered into an agreement to sell to CFLP 8,973,721 shares of Class B Common Stock held directly by him, which represents all of the shares of Class B Common Stock that had been held by him. On October 6, 2025, effective immediately after the closing of the sale of the CFGM voting shares described above, the sale of the 8,973,721 shares of Class B Common Stock closed. The price per share for the sale was $9.2082, which is equal to the 3-day volume weighted average price of the Class A Common Stock on the Nasdaq Global Select Market on May 14, May 15 and May 16, 2025, and was paid using cash on hand at CFLP. The purchase price per share was reduced by $0.032 per share, which was the after-tax portion of any dividends on such shares of Class B Common Stock paid to Mr. Howard W. Lutnick between the date of the purchase and sale agreement and the closing under the agreement, as well as the declared but unpaid dividends on such shares of Class B Common Stock with a record date prior to the closing that were payable to Mr. Howard W. Lutnick. Following the closing of the transactions described above, Brandon G. Lutnick may be deemed to have beneficial ownership of 75.1% of the total voting power of the outstanding Common Stock of the Company and Howard W. Lutnick no longer has beneficial ownership over such securities. ******** Other than as described in this Item 4, none of the Reporting Persons has any current plans or proposals that relate to or that would result in any of the transactions or other matters specified in clauses (a) through (j) of Item 4 of Schedule 13D; provided, that the Reporting Persons may, at any time, review or reconsider their positions with respect to BGC Group and reserve the right to develop such plans or proposals. | ||||
| CF Group Management, Inc. | 13D/AActivist | 22.3% | 105.29M | Oct 6, 2025 |
Item 4 is hereby amended and supplemented with the following: Completion of Howard W. Lutnick Divestiture In accordance with the transactions detailed below, 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 of the Company, 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 any of the securities of the Company, and the Reporting Persons understand that he will file Amendment No. 20B as his final amendment to the Original 13D to reflect his zero ownership. Acquisition of CFGM Voting Shares by Trusts Controlled by Mr. Brandon G. Lutnick As previously disclosed in Amendment No. 19, on May 16, 2025, Howard W. Lutnick, in his capacity as trustee of a trust, entered into agreements to sell to trusts controlled by Brandon G. Lutnick (the "Purchaser Trusts") all of the voting shares of CFGM, which is the managing general partner of CFLP. On October 6, 2025, the transactions under such agreements closed. The aggregate purchase price for such sales was $200,000, and was paid using cash on hand at the Purchaser Trusts. Acquisition of Interests in Tangible Benefits and KBCR by Trusts Controlled by Mr. Brandon G. Lutnick As previously disclosed in Amendment No. 19, on May 16, 2025, Mr. Howard W. Lutnick, in his capacity as trustee of a trust, entered into an agreement to sell to certain other trusts controlled by Brandon G. Lutnick certain interests, including all outstanding equity interests held by a trust controlled by Howard W. Lutnick in Tangible Benefits, LLC, a Delaware limited liability company ("Tangible Benefits"), and KBCR Management Partners, LLC, a Delaware limited liability company ("KBCR"), both of which hold shares of the Company. On October 6, 2025, the transactions under such agreements closed concurrently with the closing of the sale of the voting shares of CFGM described above. The aggregate purchase price of the interests in KBCR and Tangible Benefits was $13,096,795.70 and was paid using cash on hand at the purchasing trusts. Acquisition of Class B Common Stock by CFLP As previously disclosed in Amendment No. 19, on May 16, 2025, Mr. Howard W. Lutnick entered into an agreement to sell to CFLP 8,973,721 shares of Class B Common Stock held directly by him, which represents all of the shares of Class B Common Stock that had been held by him. On October 6, 2025, effective immediately after the closing of the sale of the CFGM voting shares described above, the sale of the 8,973,721 shares of Class B Common Stock closed. The price per share for the sale was $9.2082, which is equal to the 3-day volume weighted average price of the Class A Common Stock on the Nasdaq Global Select Market on May 14, May 15 and May 16, 2025, and was paid using cash on hand at CFLP. The purchase price per share was reduced by $0.032 per share, which was the after-tax portion of any dividends on such shares of Class B Common Stock paid to Mr. Howard W. Lutnick between the date of the purchase and sale agreement and the closing under the agreement, as well as the declared but unpaid dividends on such shares of Class B Common Stock with a record date prior to the closing that were payable to Mr. Howard W. Lutnick. Following the closing of the transactions described above, Brandon G. Lutnick may be deemed to have beneficial ownership of 75.1% of the total voting power of the outstanding Common Stock of the Company and Howard W. Lutnick no longer has beneficial ownership over such securities. ******** Other than as described in this Item 4, none of the Reporting Persons has any current plans or proposals that relate to or that would result in any of the transactions or other matters specified in clauses (a) through (j) of Item 4 of Schedule 13D; provided, that the Reporting Persons may, at any time, review or reconsider their positions with respect to BGC Group and reserve the right to develop such plans or proposals. | ||||
| CANTOR FITZGERALD, L. P. | 13D/AActivist | 21.9% | 102.31M | Oct 6, 2025 |
Item 4 is hereby amended and supplemented with the following: Completion of Howard W. Lutnick Divestiture In accordance with the transactions detailed below, 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 of the Company, 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 any of the securities of the Company, and the Reporting Persons understand that he will file Amendment No. 20B as his final amendment to the Original 13D to reflect his zero ownership. Acquisition of CFGM Voting Shares by Trusts Controlled by Mr. Brandon G. Lutnick As previously disclosed in Amendment No. 19, on May 16, 2025, Howard W. Lutnick, in his capacity as trustee of a trust, entered into agreements to sell to trusts controlled by Brandon G. Lutnick (the "Purchaser Trusts") all of the voting shares of CFGM, which is the managing general partner of CFLP. On October 6, 2025, the transactions under such agreements closed. The aggregate purchase price for such sales was $200,000, and was paid using cash on hand at the Purchaser Trusts. Acquisition of Interests in Tangible Benefits and KBCR by Trusts Controlled by Mr. Brandon G. Lutnick As previously disclosed in Amendment No. 19, on May 16, 2025, Mr. Howard W. Lutnick, in his capacity as trustee of a trust, entered into an agreement to sell to certain other trusts controlled by Brandon G. Lutnick certain interests, including all outstanding equity interests held by a trust controlled by Howard W. Lutnick in Tangible Benefits, LLC, a Delaware limited liability company ("Tangible Benefits"), and KBCR Management Partners, LLC, a Delaware limited liability company ("KBCR"), both of which hold shares of the Company. On October 6, 2025, the transactions under such agreements closed concurrently with the closing of the sale of the voting shares of CFGM described above. The aggregate purchase price of the interests in KBCR and Tangible Benefits was $13,096,795.70 and was paid using cash on hand at the purchasing trusts. Acquisition of Class B Common Stock by CFLP As previously disclosed in Amendment No. 19, on May 16, 2025, Mr. Howard W. Lutnick entered into an agreement to sell to CFLP 8,973,721 shares of Class B Common Stock held directly by him, which represents all of the shares of Class B Common Stock that had been held by him. On October 6, 2025, effective immediately after the closing of the sale of the CFGM voting shares described above, the sale of the 8,973,721 shares of Class B Common Stock closed. The price per share for the sale was $9.2082, which is equal to the 3-day volume weighted average price of the Class A Common Stock on the Nasdaq Global Select Market on May 14, May 15 and May 16, 2025, and was paid using cash on hand at CFLP. The purchase price per share was reduced by $0.032 per share, which was the after-tax portion of any dividends on such shares of Class B Common Stock paid to Mr. Howard W. Lutnick between the date of the purchase and sale agreement and the closing under the agreement, as well as the declared but unpaid dividends on such shares of Class B Common Stock with a record date prior to the closing that were payable to Mr. Howard W. Lutnick. Following the closing of the transactions described above, Brandon G. Lutnick may be deemed to have beneficial ownership of 75.1% of the total voting power of the outstanding Common Stock of the Company and Howard W. Lutnick no longer has beneficial ownership over such securities. ******** Other than as described in this Item 4, none of the Reporting Persons has any current plans or proposals that relate to or that would result in any of the transactions or other matters specified in clauses (a) through (j) of Item 4 of Schedule 13D; provided, that the Reporting Persons may, at any time, review or reconsider their positions with respect to BGC Group and reserve the right to develop such plans or proposals. | ||||
| Howard W. Lutnick | 13D/AActivist | 0% | 0 | Oct 6, 2025 |
Item 4 is hereby amended and supplemented with the following: Completion of Howard W. Lutnick Divestiture In accordance with the transactions described in Amendment No. 19, 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, has completed his previously announced divestiture of his holdings in the Company in connection with his appointment as the U.S. Secretary of Commerce. The sale of such interests was completed on October 6, 2025, and as a result, Mr. Howard W. Lutnick no longer has any voting or dispositive power over any of the securities of the Company and is filing this Amendment as a final amendment to reflect his zero ownership. | ||||