BGC Group, Inc.
23.40%
111,384,474
1094831
088929104
Oct 5, 2025
Oct 6, 2025, 04:38 PM
Reporting Persons (3)
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| Brandon G. Lutnick | Individual | 23.40% | 111,384,474 | 8,813 | 111,384,474 |
| CF Group Management, Inc. | CO | 22.30% | 105,286,722 | 0 | 105,286,722 |
| CANTOR FITZGERALD, L. P. | Partnership | 21.90% | 102,314,198 | 0 | 102,314,198 |
Disclosure Items (6)
Class A Common Stock, par value $0.01 per share
BGC Group, Inc.
499 PARK AVENUE, NEW YORK, NY, 10022
Item 3 is hereby amended and supplemented with the information in Item 4 responsive hereto, which is incorporated by reference herein.
Item 5 is hereby amended and restated as follows: The information set forth in this Item 5 is based upon an aggregate of 365,871,516 shares of Class A Common Stock outstanding as of October 1, 2025, which, as of the same date, reflects the effect of all exchanges, dispositions, or other transactions reported in the public filings of BGC Group and/or in Section 16(a) reports of the relevant persons since the filing of Amendment No. 19. CFLP is the beneficial owner of, and has shared voting and dispositive power with respect to, 102,314,198 shares of Class A Common Stock acquirable upon conversion of 102,314,198 shares of Class B Common Stock held by it. CFLP shares voting and dispositive power over these shares of Class A Common Stock with CFGM, its Managing General Partner, and with Mr. Brandon G. Lutnick, who controls the trusts that hold all of the voting shares of CFGM and is also the Chairman and Chief Executive Officer of CFGM. CFGM is the beneficial owner of, and has shared voting and dispositive power with respect to, (i) 2,972,524 shares of Class A Common Stock acquirable upon conversion of 2,972,524 shares of Class B Common Stock held by it, and (ii) 102,314,198 shares of Class A Common Stock beneficially owned by CFLP and referred to above, consisting of 102,314,198 shares of Class A Common Stock acquirable upon conversion of 102,314,198 shares of Class B Common Stock held by CFLP. Mr. Brandon G. Lutnick is the beneficial owner of, and has sole voting and dispositive power with respect to, 8,813 of Class A Common Stock shares held directly. In addition, Mr. Brandon G. Lutnick is the beneficial owner of, and has shared voting and dispositive power with respect to: (a) 1,610,182 shares of Class A Common Stock acquirable upon conversion of 1,610,182 shares of Class B Common Stock held by Tangible Benefits, through Mr. Brandon G. Lutnick's position as manager of Tangible Benefits and as trustee with decision making control of a trust which holds all of the issued and outstanding equity interests of Tangible Benefits; (b) 102,314,198 shares of Class A Common Stock acquirable upon conversion of 102,314,198 shares of Class B Common Stock held by CFLP and referred to above, and 2,972,524 shares of Class A Common Stock acquirable upon conversion of 2,972,524 shares of Class B Common Stock held by CFGM and referred to above; (c) 796,850 shares of Class A Common Stock held by various trust accounts for the benefit of the descendants of Mr. Howard Lutnick and his immediate family, through Mr. Brandon G. Lutnick's position as trustee with decision making control; (d) 530,540 shares of Class A Common Stock held by various trust accounts for the benefit of members of Mr. Howard Lutnick's immediate family, through Mr. Brandon G. Lutnick's position as trustee with decision making control; (e) 600,938 shares of Class A Common Stock owned of record by KBCR through Mr. Brandon G. Lutnick's position as manager of KBCR and as trustee with decision making control of trusts which hold all of the issued and outstanding equity interests of KBCR; (f) 2,335,967 shares of Class A Common Stock acquirable upon conversion of 2,335,967 shares of Class B Common Stock held by KBCR; (g) 173,035 shares of Class A Common Stock acquirable upon conversion of 173,035 shares of Class B Common Stock held by LFA, LLC, a Delaware limited liability company ("LFA"), through Mr. Brandon G. Lutnick's position as manager of LFA; and (h) 50,240 shares of Class A Common Stock owned by LFA. KBCR is the beneficial owner of, and has shared voting and dispositive power with respect to, (i) 600,938 shares of Class A Common Stock owned of record by it, and (ii) 2,335,967 shares of Class A Common Stock acquirable upon conversion of 2,335,967 shares of Class B Common Stock owned of record by it. Mr. Kyle S. Lutnick is the beneficial owner of, and has sole voting and dispositive power with respect to 11,873 shares of Class A Comon Stock held directly. Ms. Edith Lutnick is the beneficial owner of, and has sole voting and dispositive power with respect to, 459,789 shares of Class A Common Stock, comprised of (i) 323,419 shares of Class A Common Stock held by her, (ii) 30,782 shares of Class A Common Stock held in her individual retirement accounts, (iii) 56,394 shares of Class A Common Stock held in her 401(k) account (as of October 1, 2025), (iv) 2,147 shares of Class A Common Stock held in a trust account where she is the sole beneficiary, and (v) 47,047 shares of Class A Common Stock acquirable upon conversion of 47,047 shares of Class B Common Stock held directly. In addition, Ms. Edith Lutnick is the beneficial owner of, and has shared voting and dispositive power with respect to, 186,241 shares of Class A Common Stock, comprised of (i) 39,258 shares of Class A Common Stock held by LFA, and (ii) 146,983 shares of Class A Common Stock acquirable upon conversion of 146,983 shares of Class B Common Stock held by LFA, in each case attributable to her as holder of the majority of the units of LFA. Mr. Stephen M. Merkel is the beneficial owner of, and has sole voting and dispositive power with respect to, 62,642 shares of Class A Common Stock, comprised of (i) 16,511 shares of Class A Common Stock held directly, and (ii) 46,131 shares of Class A Common Stock held in Mr. Merkel's 401(k) account (as of October 1, 2025). In addition, Mr. Merkel is the beneficial owner of, and has shared voting and dispositive power with respect to, 6,258 shares of Class A Common Stock held in trusts for the benefit of Mr. Merkel's immediate family, of which Mr. Merkel's spouse is the sole trustee. Mr. Danny Salinas does not beneficially own any shares of Class A Common Stock. As previously reported, CFLP has pledged to Bank of America, N.A., pursuant to a Put and Pledge Agreement, dated as of June 21, 2017 and as most recently amended and restated effective October 5, 2023 with such modifications thereto as necessary to reflect BGC Group's corporate conversion, 10,000,000 shares of Class A Common Stock in connection with a loan program established for certain employees and partners of CFLP and its affiliates. On November 23, 2018, those shares of Class A Common Stock were converted into 10,000,000 shares of Class B Common Stock and remain pledged in connection with the partner loan program. Number of shares and percent of Class A Common Stock beneficially owned by each of the Reporting Persons and the other persons listed below: Number of Shares of Class A Common Stock: Person Number of Shares CFLP 102,314,198 CFGM 105,286,722 KBCR 2,936,905 Mr. Merkel 68,900 Ms. Lutnick 646,030 Mr. Brandon G. Lutnick 111,393,287 Mr. Kyle S. Lutnick 11,873 Mr. Salinas 0 Percent of Class A Common Stock: Person Percentage CFLP 21.9 % CFGM 22.3% KBCR * Mr. Merkel * Ms. Lutnick * Mr. Brandon G. Lutnick 23.4% Mr. Kyle S. Lutnick * Mr. Salinas * * less than 1%
Number of shares of Class A Common Stock beneficially owned as to which the Reporting Persons and each of the other persons listed below has: (i) sole power to vote or direct the vote: Person Number of Shares CFLP 0 CFGM 0 KBCR 0 Mr. Merkel 62,642 Ms. Lutnick 459,789 Mr. Brandon G. Lutnick 8,813 Mr. Kyle S. Lutnick 11,873 Mr. Salinas 0 (ii) shared power to vote or direct the vote: Person Number of Shares CFLP 102,314,198 CFGM 105,286,722 Mr. Howard W. Lutnick 0 KBCR 2,936,905 Mr. Merkel 6,258 Ms. Lutnick 186,241 Mr. Brandon G. Lutnick 111,384,474 Mr. Kyle S. Lutnick 0 Mr. Salinas 0 (iii) sole power to dispose or to direct the disposition: Person Number of Shares CFLP 0 CFGM 0 KBCR 0 Mr. Merkel 62,642 Ms. Lutnick 459,789 Mr. Brandon G. Lutnick 8,813 Mr. Kyle S. Lutnick 11,873 Mr. Salinas 0 (iv) shared power to dispose of or to direct the disposition: Person Number of Shares CFLP 102,314,198 CFGM 105,286,722 KBCR 2,936,905 Mr. Merkel 6,258 Ms. Lutnick 186,241 Mr. Brandon G. Lutnick 111,384,474 Mr. Kyle S. Lutnick 0 Mr. Salinas 0
See Item 4 of this Amendment, which is incorporated by reference herein.
The beneficiaries of the trusts for which Brandon G. Lutnick is the trustee have the right to receive any dividends from, or the proceeds from any sale of, shares of Class A Common Stock held by such trusts. The members of LFA have the right to receive any dividends from, or the proceeds from any sale of, shares of Class A Common Stock held by LFA. Each of CFLP and CFGM has the right to receive any dividends from, or the proceeds from any sale of, shares of Class A Common Stock held by it. The beneficiaries of the trusts for the benefit of Mr. Merkel's immediate family have the right to receive any dividends from, or the proceeds from any sale of, shares of Class A Common Stock held by each of them.
Not Applicable
Item 6 is hereby amended and supplemented with the below information and the information contained in Item 4 and Item 5 responsive hereto, which is incorporated by reference herein. On May 16, 2025, Brandon G. Lutnick, Kyle S. Lutnick, Casey J. Lutnick, and Ryan G. Lutnick, each in their capacity as trustees of the Purchaser Trusts described above and other trusts, KBCR, Tangible Benefits and LFA entered into a voting and transfer agreement relating to securities of the Company held by the trusts and entities, with the voting and transfer provisions of such agreement effective as of October 6, 2025. Such agreement, which is filed herewith as Exhibit 68, is incorporated into this Item 6. On October 6, 2025, in connection with the completion of the divestiture of his holdings in the Company, Mr. Howard W. Lutnick granted an irrevocable proxy to Mr. Brandon G. Lutnick with respect to the voting of the shares of Common Stock held of record by Mr. Howard W. Lutnick as of the record date for the 2025 annual meeting of the Company's stockholders, authorizing Mr. Brandon Lutnick to votes all such shares in his discretion on all matters that may properly come before such annual meeting. Such proxy, which is filed herewith as Exhibit 75, is incorporated into this Item 6.
Item 7 is hereby amended and supplemented by adding the following: Exhibit 67: Joint Filing Agreement, dated as of October 6, 2025, by and among the Reporting Persons Exhibit 68: Voting and Transfer Agreement, dated as of May 16, 2025, by and among Brandon G. Lutnick, Kyle S. Lutnick, Casey J. Lutnick, Ryan G. Lutnick, in each case in their capacity as (a) Distribution Trustees and Investment Trustees of the KSL Management Trust, (b) Distribution Trustees and Investment Trustees of the BGL Management Trust, (c) Distribution Trustees and Investment Trustees of the CJL Management Trust, (d) Distribution Trustees and Investment Trustees of the RGL Management Trust, (e) Individual Trustees of the Lutnick 1999 Descendants' Trust, (f) Investment Trustees of the Howard W. Lutnick 2007 Descendants Trust and (g) Investment Trustees of the Lutnick 2020 Descendants Trust; KBCR Management Partners, LLC; Tangible Benefits, LLC; and LFA, LLC. Exhibit 69: Purchase Agreement, dated as of May 16, 2025, by and between Howard W. Lutnick, as Trustee of the Howard W. Lutnick Revocable Trust, and Kyle S. Lutnick, Brandon G. Lutnick, Casey J. Lutnick, and Ryan G. Lutnick, as Investment Trustees of the BGL Management Trust. Exhibit 70: Purchase Agreement, dated as of May 16, 2025, by and between Howard W. Lutnick, as Trustee of the Howard W. Lutnick Revocable Trust, and Kyle S. Lutnick, Brandon G. Lutnick, Casey J. Lutnick, and Ryan G. Lutnick, as Investment Trustees of the KSL Management Trust. Exhibit 71: Purchase Agreement, dated as of May 16, 2025, by and between Howard W. Lutnick, as Trustee of the Howard W. Lutnick Revocable Trust, and Kyle S. Lutnick, Brandon G. Lutnick, Casey J. Lutnick, and Ryan G. Lutnick, as Investment Trustees of the RGL Management Trust. Exhibit 72: Purchase Agreement, dated as of May 16, 2025, by and between Howard W. Lutnick, as Trustee of the Howard W. Lutnick Revocable Trust, and Kyle S. Lutnick, Brandon G. Lutnick, Casey J. Lutnick, and Ryan G. Lutnick, as Investment Trustees of the CJL Management Trust. Exhibit 73: Purchase Agreement, dated as of May 16, 2025, by and among Howard W. Lutnick, as Trustee of the HWL Personal Asset Trust and Allison Lutnick; and Kyle S. Lutnick, Brandon G. Lutnick, Casey J. Lutnick, and Ryan G. Lutnick, as Trustees of the Lutnick 1999 Descendants' Trust. Exhibit 74: Purchase Agreement, dated as of May 16, 2025, by and between Cantor Fitzgerald, L.P. and Howard W. Lutnick. Exhibit 75: Proxy for Voting Shares Beneficially Owned by Howard W. Lutnick as of the Record Date of 9/15/2025, dated as of October 6, 2025, granted by Howard L. Lutnick to Brandon G. Lutnick