8-K
BGC Group, Inc. (BGC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest
event reported): May 16, 2025
BGC Group, Inc.
(Exact name of Registrant as specified in its charter)
| Delaware | 001-35591 | 86-3748217 |
|---|---|---|
| (State or other jurisdiction<br><br> of incorporation) | (Commission File Number) | (I.R.S. Employer <br><br>Identification No.) |
499 Park Avenue, New York, NY
10022
(Address of principal executive offices)
Registrant’s telephone
number, including area code: (212) 610-2200
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities<br>Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange<br>Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under<br>the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under<br>the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Class A Common Stock, $0.01 par value | BGC | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
☐ Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.01 Changes inControl of Registrant.
The information required by Item 403(c) of Regulation S-K contained under the heading “Sale of CFGM Voting Shares to Trusts Controlled by Brandon G. Lutnick” in Item 7.01 of this Current Report on Form 8-K is hereby incorporated by reference to this item 5.01.
Item 7.01. 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 asset trust, (iii) 8,908 shares held by the Howard W. Lutnick Family Trust, and (iv) 337,748 shares originating from retirement accounts, including certain shares held by Mr. Howard W. Lutnick’s spouse. The closing of the sale of the 16,115,102 shares held by him and the trusts will occur on May 19, 2025, and the closing of the sale of 337,748 shares held in retirement accounts will occur immediately after the closings of the sale of CFGM voting shares described below. The price per share for the sales is $9.2082, which is equal to the 3-day volume weighted average price (“VWAP”) of the Class A Common Stock on the Nasdaq Global Select Market on May 14, May 15 and May 16, 2025. The aggregate purchase price of the retirement shares will be reduced by the after-tax portion of any dividends on such shares of Class A Common Stock paid to Howard W. Lutnick and his spouse, in each case, between May 16, 2025 and the closing, as well as the after-tax portion of any declared but unpaid dividends on such shares of Class A Common Stock with a record date prior to the closing that are payable.
The purchases are pursuant to the Company’s existing stock repurchase authorization, most recently reapproved by the Board and by the Audit Committee of the Board (the “Audit Committee”) in October 2024, and the purchase of such shares from Mr. Howard W. Lutnick pursuant to such existing authorization was expressly approved by the Audit Committee in connection therewith. The transaction was made pursuant to Mr. Howard W. Lutnick’s agreement to divest his interests in the Company to comply with U.S. government ethics rules in connection with his appointment as the U.S. Secretary of Commerce.
Sale of Class B Common Stock to CFLP
On May 16, 2025, Howard W. Lutnick entered into an agreement to sell to CFLP 8,973,721 shares of Class B common stock, par value $0.01 per share, of the Company held directly by him, which represents all of the Class B shares of the Company held by him and approximately 6% of the total voting power of the outstanding common stock of the Company as of May 16, 2025. Such sale shall be effective immediately after the closing of the sale of the CFGM voting shares described in the following paragraph. The price per share for the sale is $9.2082, which is equal to the 3-day VWAP of the Class A Common Stock on the Nasdaq Global Select Market on May 14, May 15 and May 16, 2025, and is expected to be paid using cash on hand at CFLP. The aggregate purchase price will be reduced by the after-tax portion of any dividends on such shares of Class B Common Stock paid to Howard W. Lutnick between the date of the purchase and sale agreement and the closing under the agreement, as well as any declared but unpaid dividends on such shares of Class B Common Stock with a record date prior to the closing that are payable to Howard W. Lutnick.
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Sale of CFGM Voting Shares to Trusts Controlled byBrandon G. Lutnick
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 all of the voting shares of CFGM, which is the managing general partner of CFLP. CFGM, through its and CFLP’s ownership of shares of the Company’s common stock, controls approximately 66% of the total voting power of the outstanding common stock of the Company as of May 16, 2025. Following the closing of the transactions contemplated by such agreements, Brandon G. Lutnick will be deemed to have voting or dispositive power over the common stock of the Company held by CFGM and CFLP, and Howard W. Lutnick will no longer have voting or dispositive power over such securities. The closings of the transactions contemplated by such agreements are subject to the satisfaction of customary closing conditions, including receipt of required regulatory approvals.
Sale of Other Interests to Trusts Controlled by BrandonG. Lutnick
On May 16, 2025, Howard W. Lutnick, in his capacity as trustee of a trust, entered into an agreement to sell to trusts controlled by Brandon G. Lutnick certain interests, including those in Tangible Benefits, LLC and KBCR Management Partners, LLC, entities which hold shares of the Company. The closing of the transactions under such agreements will occur concurrently with the closings of the sale of CFGM voting shares described above.
Company Press Release
The Company issued a press release regarding the transactions described above. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Except as indicated in Item 5.01 of this Current Report on Form 8-K, the information in this Item 7.01 and Exhibit 99.1 attached to this Current Report on Form 8-K is being furnished under Item 7.01 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 indicated in Item 5.01 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 transactions described in this report, which may constitute forward-looking statements and are subject to the risk that the actual impact may differ, possibly materially, from what is currently expected. Except as required by law, BGC undertakes no obligation to update any forward-looking statements. For a discussion of additional risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see BGC’s Securities and Exchange Commission filings, including, but not limited to, the risk factors and Special Note on Forward-Looking Information set forth in these filings and any updates to such risk factors and Special Note on Forward-Looking Information contained in subsequent reports on Form 10-K, Form 10-Q or Form 8-K. 8
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The exhibit index set forth below is incorporated by reference in response to this Item 9.01.
EXHIBIT INDEX
| Exhibit | |
|---|---|
| Number | Description |
| 99.1 | BGC Group, Inc. Press Release dated May 19, 2025 |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
| BGC Group, Inc. | ||
|---|---|---|
| Date: May 19, 2025 | By: | /s/ Jason W. Hauf |
| Name: | Jason W. Hauf | |
| Title: | Chief Financial Officer |
[Signature Page to Form 8-K regarding repurchase of Lutnick shares and divestment arrangements dated May 19, 2025]
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Exhibit 99.1
BGC announces repurchase of more than 16.4 million shares from HowardW. Lutnick, United States Secretary of Commerce, the Company’s former Chairman and CEO
United States Secretary of Commerce Howard W. Lutnick divestinghis interests in BGC pursuant to U.S. government ethics rules
NEW YORK – May 19, 2025 – BGC Group, Inc. (Nasdaq: BGC) (“BGC” or the “Company”), a leading global brokerage and financial technology company, today announced it has agreed to repurchase 16,452,850 shares of BGC Class A common stock beneficially owned by Howard W. Lutnick, United States Secretary of Commerce, the Company’s former Chairman and Chief Executive Officer.
The Company agreed to repurchase the shares at $9.2082 per share, which is equal to the volume weighted average price (VWAP) of the Class A common stock on the Nasdaq Global Select Market on May 14th, 15th, and 16th, 2025. The aggregate purchase price to be paid by the Company is $151,501,133. The sale is made in furtherance of Mr. Lutnick’s U.S. government ethics agreement.
“Repurchasing more than 16.4 million of our shares demonstrates our commitment to shareholder capital return,” said Jason Hauf, Chief Financial Officer at BGC. “Given our record first quarter results and anticipated strong cash flow generation this year, we believe buying back our shares in this highly efficient manner is a great use of our capital that delivers strong value creation to our shareholders.”
Additionally, Mr. Lutnick has agreed to transfer his ownership interest in Cantor Fitzgerald to trusts for the benefit of Brandon G. Lutnick, Cantor Fitzgerald Chairman & CEO, Kyle S. Lutnick, Cantor Fitzgerald Executive Vice Chairman, and his other adult children. Mr. Brandon Lutnick is the controlling trustee of such trusts. The closing of the Cantor Fitzgerald transactions will occur after receipt of all required regulatory approvals, expected in the third quarter of 2025.
The sale of 16,115,102 shares will close today, and the sale of 337,748 shares held in retirement accounts will close immediately after the Cantor Fitzgerald transactions.
Further, Mr. Lutnick entered into an agreement to sell his 8,973,721 BGC Class B shares to Cantor Fitzgerald, which will close immediately after the Cantor Fitzgerald transactions.
Mr. Lutnick has entered into agreements to forgo all economic benefits in BGC as of May 16, 2025. These transactions divest his ownership, voting, and economic interests in the Company, complying with Mr. Lutnick’s U.S. government ethics agreement.
Cantor Fitzgerald will continue to be BGC’s largest and controlling shareholder.
More details relating to the divestiture transactions can be found in Forms 8-K and 13D to be filed with the SEC.
About BGC Group, Inc.
BGC Group, Inc. (Nasdaq: BGC) is a leading global marketplace, data, and financial technology services company for a broad range of products, including fixed income, foreign exchange, energy, commodities, shipping, equities, and now includes the FMX Futures Exchange. BGC’s clients are many of the world’s largest banks, broker-dealers, investment banks, trading firms, hedge funds, governments, corporations, and investment firms.
BGC and leading global investment banks and market making firms have partnered to create FMX, part of the BGC Group of companies, which includes a U.S. interest rate futures exchange, spot foreign exchange platform and the world’s fastest growing U.S. cash treasuries platform.
For more information about BGC, please visit www.bgcg.com.
Discussion of Forward-Looking Statements about BGC
Statements in this document 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, which may constitute forward-looking statements and are subject to the risk that the actual impact may differ, possibly materially, from what is currently expected. Except as required by law, BGC undertakes no obligation to update any forward-looking statements. For a discussion of additional risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see BGC’s Securities and Exchange Commission (“SEC”) filings, including, but not limited to, the risk factors and Special Note on Forward-Looking Information set forth in these filings and any updates to such risk factors and Special Note on Forward-Looking Information contained in subsequent reports on Form 10-K, Form 10-Q or Form 8-K.
MEDIA CONTACT
Erica Chase
+1 212-610-2419
erica.chase@bgcg.com
INVESTOR CONTACT
Jason Chryssicas
+1 212-610-2426