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SEC Filings
SEC Filings (Chronological Order)
August 27, 2025 |
PROSPECTUS Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-289500 Offer to Exchange $700,000,000 aggregate principal amount of 6.150% Senior Notes due 2030 For $700,000,000 aggregate principal amount of 6.150% Senior Notes due 2030 registered under the Securities Act of 1933, as amended We are offering to exchange all of our outstanding 6.150% Senior Notes due 2030 that were issued |
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August 27, 2025 |
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): August 27, 2025 BGC Group, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-35591 86-3748217 (State or other jurisdiction of incorporation) (Commission File Nu |
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August 27, 2025 |
BGC ANNOUNCES LAUNCH OF EXCHANGE OFFER FOR ITS 6.150% SENIOR NOTES DUE 2030 Exhibit 99.1 BGC ANNOUNCES LAUNCH OF EXCHANGE OFFER FOR ITS 6.150% SENIOR NOTES DUE 2030 NEW YORK, NY — August 27, 2025 — BGC Group, Inc. (Nasdaq: BGC) (“BGC” or the “Company”) today announced an offer to exchange up to $700.0 million aggregate principal amount of its outstanding 6.150% Senior Notes due 2030 (the “Old Notes”) for an equivalent amount of its 6.150% Senior Notes due 2030 registered |
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August 11, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-35591 BGC Group, Inc. (Exact name of registrant as specified |
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August 11, 2025 |
As filed with the Securities and Exchange Commission on August 11, 2025 As filed with the Securities and Exchange Commission on August 11, 2025 Registration No. |
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August 11, 2025 |
Statement of Eligibility on Form T-1 of The Huntington National Bank, as trustee Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) [] THE HUNTINGTON NATIONAL BANK (Exact name of trustee as specified in its charter) National Banking Asso |
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August 11, 2025 |
Ex-Filing Fees CALCULATION OF FILING FEE TABLES S-4 BGC Group, Inc. Table 1: Newly Registered and Carry Forward Securities Line Item Type Security Type Security Class Title Notes Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to be Paid Debt 6.150% Senior Notes due |
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July 31, 2025 |
EXHIBIT 99.1 NEW YORK – July 31, 2025 – BGC Group, Inc. (Nasdaq: BGC) today reported its financial results for the quarter ended June 30, 2025.1 Sean Windeatt, Co-Chief Executive Officer: "We delivered historic results, generating record revenues of $784 million, a 42 percent increase versus last year. Excluding OTC, revenues grew by 21 percent, surpassing last quarter's record revenues.1 We conti |
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July 31, 2025 |
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): July 31, 2025 BGC Group, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-35591 86-3748217 (State or other jurisdiction of incorporation) (Commission File Numb |
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June 30, 2025 |
BGC Group Updates its Outlook for the Second Quarter of 2025 Exhibit 99.1 BGC Group Updates its Outlook for the Second Quarter of 2025 NEW YORK, NY – June 30, 2025 – BGC Group, Inc. (Nasdaq: BGC), today announced that it has updated its outlook for the quarter ending June 30, 2025. Updated Outlook BGC expects to be slightly above its previously stated outlook ranges for revenue and pre-tax Adjusted Earnings for the second quarter of 2025. The Company’s outl |
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June 30, 2025 |
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): June 30, 2025 BGC Group, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-35591 86-3748217 (State or other jurisdiction of incorporation) (Commission File Numb |
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June 27, 2025 |
U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 11-K Good U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 11-K (Mark One) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission file number: 001-35591 BGC GROUP, INC. DEFERRAL PLAN FOR |
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May 19, 2025 |
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 of incorporation) (Commission File Numbe |
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May 19, 2025 |
Exhibit 99.1 BGC announces repurchase of more than 16.4 million shares from Howard W. Lutnick, United States Secretary of Commerce, the Company’s former Chairman and CEO United States Secretary of Commerce Howard W. Lutnick divesting his 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 broke |
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May 13, 2025 |
BGC Group, Inc. 499 Park Avenue New York, New York 10022 BGC Group, Inc. 499 Park Avenue New York, New York 10022 May 13, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Crypto Assets 100 F Street, NE Washington, D.C. 20549 Attention: Rolf Sundwall Mark Brunhofer Re: BGC Group, Inc. Form 10-K for Fiscal Year Ended December 31, 2024 File No. 001-35591 Dear Sirs: On behalf of BGC Group, Inc. (the “ |
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May 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-35591 BGC Group, Inc. (Exact name of registrant as specified |
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May 7, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 7, 2025 BGC Group, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-35591 86-3748217 (State or other jurisdiction of incorporation) (Commission File Number |
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May 7, 2025 |
EXHIBIT 99.1 NEW YORK – May 7, 2025 – BGC Group, Inc. (Nasdaq: BGC) today reported its financial results for the quarter ended March 31, 2025. Sean Windeatt, Co-Chief Executive Officer: "We delivered record quarterly revenues of more than $664 million, a 15 percent increase versus last year's record first quarter. Our strong results were driven by robust, organic growth across both our Voice / Hyb |
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April 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 |
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April 2, 2025 |
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): April 2, 2025 BGC Group, Inc. (Exact name of Registrant as specified in its charter) Delaware 01-35591 86-3748217 (State or other jurisdiction of incorporation) (Commission File Numbe |
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April 2, 2025 |
Exhibit 4.2 FIRST SUPPLEMENTAL INDENTURE Dated as of April 2, 2025 Supplementing that Certain INDENTURE Dated as of April 2, 2025 Among BGC GROUP, INC., as Issuer and THE HUNTINGTON NATIONAL BANK, as Trustee 6.150% SENIOR NOTES DUE 2030 TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS SECTION 1.1. Certain Terms Defined in the Indenture. 1 SECTION 1.2. Definitions. 2 ARTICLE II. FORM AND TERMS OF THE |
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April 2, 2025 |
Exhibit 4.1 BGC GROUP, INC. Issuer - and - THE HUNTINGTON NATIONAL BANK Trustee INDENTURE Dated as of April 2, 2025 Debt Securities Reconciliation and tie between Trust Indenture Act of 1939 (the “Trust Indenture Act”) and Indenture Trust Indenture Act Section Indenture Section §310(a)(1) 607 (a)(2) 607 (b) 608 §312(a) 701 (b) 702 (c) 702 §313(a) 703 (b)(2) 703 (c) 703 (d) 703 §314(a) 704 (c)(1) 1 |
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April 2, 2025 |
Exhibit 10.1 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT, dated April 2, 2025 (the “Agreement”), is entered into by and among BGC Group, Inc., a Delaware corporation (the “Company”) and BofA Securities, Inc., Cantor Fitzgerald & Co., PNC Capital Markets LLC, Regions Securities LLC, Wells Fargo Securities, LLC and Citizens JMP Securities, LLC as representatives (the “Representa |
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April 1, 2025 |
Financial Statements and Exhibits, Regulation FD Disclosure 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): April 1, 2025 BGC Group, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-35591 86-3748217 (State or other jurisdiction of incorporation) (Commission File Numb |
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April 1, 2025 |
Exhibit 99.1 BGC Group completes acquisition of OTC Global Holdings Acquisition expected to be immediately accretive and generate significant value for clients and shareholders NEW YORK – April 1, 2025 – BGC Group, Inc. (Nasdaq: BGC), a leading global brokerage and financial technology company, announced today it completed its previously announced acquisition of OTC Global Holdings, LP (“OTC”), on |
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March 27, 2025 |
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): March 26, 2025 BGC Group, Inc. (Exact name of Registrant as specified in its charter) Delaware 01-35591 86-3748217 (State or other jurisdiction of incorporation) (Commission File Numb |
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March 26, 2025 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): March 26, 2025 BGC Group, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-35591 86-3748217 (State or other jurisdiction of incorporation) (Commission File Num |
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March 26, 2025 |
BGC Group Updates its Outlook for the First Quarter of 2025 Exhibit 99.1 BGC Group Updates its Outlook for the First Quarter of 2025 NEW YORK, NY – March 26, 2025 – BGC Group, Inc. (Nasdaq: BGC), today announced that it has updated its outlook for the quarter ending March 31, 2025. Updated Outlook BGC reaffirmed its previously stated outlook ranges for revenue and pre-tax Adjusted Earnings for the first quarter of 2025. The Company’s outlook was contained |
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March 3, 2025 |
Exhibit 4.1 DESCRIPTION OF BGC GROUP, INC. SECURITIES REGISTERED UNDER SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED The following summary is a description of the material terms of BGC Group, Inc.’s (“we,” “us,” or “our”) capital stock. The following descriptions of our Class A common stock, par value $0.01 per share, which we refer to as our “Class A common stock,” Class B common |
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March 3, 2025 |
BGC Group, Inc. Insider Trading Polic Exhibit 19.1 INSIDER TRADING POLICY INTRODUCTION BGC Group, Inc. (including its subsidiaries, the “Company”) is subject to various federal, state, and other laws and regulations governing transactions in its securities and those of other companies, including prohibitions against insider trading. It is the policy of the Company to comply fully, and to assist Covered Persons (as defined below) in co |
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March 3, 2025 |
List of subsidiaries of BGC Group, Inc. Exhibit 21.1 LIST OF SUBSIDIARIES OF BGC GROUP, INC. ENTITY NAME DOMESTIC JURISDICTION ALGOMI CORPORATION DELAWARE ALGOMI LIMITED UNITED KINGDOM AMEEFI SERVICES, INC. DELAWARE AMEREX BROKERS LLC DELAWARE AMPEX ENERGY, LLC DELAWARE AUREL BGC FRANCE BGC BES PARTNERS LIMITED UNITED KINGDOM BGC BRAZIL HOLDINGS LIMITADA BRAZIL BGC BRAZIL HOLDINGS, LLC DELAWARE BGC BROKERS GP LIMITED UNITED KINGDOM BGC |
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March 3, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d |
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February 19, 2025 |
Exhibit 10.4 THIS AGREEMENT is made on the 18th day of February 2025 between: (1) BGC SERVICES (HOLDINGS) LLP a limited liability partnership incorporated under the laws of England and Wales (number 0C371069) and whose registered office is at One Churchill Place, London, E14 5RD (the "Client"); and (2) Jean-Pierre Aubin (the “Consultant”) IT IS AGREED AS FOLLOWS: 1. Definitions and Interpretation |
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February 19, 2025 |
EX-1 2 ea023022301ex-65bgcgroup.htm JOINT FILING AGREEMENT, DATED AS OF FEBRUARY 20, 2025, BY AND AMONG THE REPORTING PERSONS Exhibit 65 JOINT FILING AGREEMENT JOINT FILING AGREEMENT, dated as of this 19th day of February, 2025 among Cantor Fitzgerald, L.P., CF Group Management, Inc. and Howard W. Lutnick (collectively, the “Reporting Persons”). WHEREAS, pursuant to Rule 13d-1(k) under the Securit |
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February 19, 2025 |
Exhibit 10.1 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This amended and restated employment agreement (the “Agreement”), dated as of February 18, 2025, is made and entered into by and between BGC Financial, L.P., a limited partnership, with offices at 199 Water Street, New York, New York 10038, together with its successors and assigns (collectively, “BGC”), and John Abularrage, residing at 25 East |
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February 19, 2025 |
Exhibit 99.3 BGC Group announces John Abularrage, JP Aubin, and Sean Windeatt appointed Co-Chief Executive Officers Mr. Windeatt will retain his role as Chief Operating Officer Appointments position BGC to build upon its extraordinary performance NEW YORK, NY – February 18, 2025 – BGC Group, Inc. (Nasdaq: BGC) (“BGC” or “the Company”), a leading global brokerage and financial technology company, t |
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February 19, 2025 |
Howard Lutnick Confirmed as 41 Exhibit 99.1 Howard Lutnick Confirmed as 41st United States Secretary of Commerce; Steps Down as BGC Group Chairman of the Board and Chief Executive Officer NEW YORK, NY – February 18, 2025 – BGC Group, Inc. (Nasdaq: BGC) (“BGC” or the “Company”), a leading global brokerage and financial technology company, today announced Howard W. Lutnick, Chairman and Chief Executive Officer, has been confirmed |
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February 19, 2025 |
Exhibit 10.5 THIS DEED OF AMENDMENT is made the 18th day of February 2025 BETWEEN: (1) BGC SERVICES (HOLDINGS) LLP (the “Partnership”), of Five Churchill Place, Canary Wharf, London E14 5RD; and (2) SEAN WINDEATT (the “Individual Member”). With effect from the date hereof the Deed made between the Individual Member and BGC Services (Holdings) LLP dated 22 January 2014, as amended by deeds of amend |
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February 19, 2025 |
Exhibit 10.3 THIS CONTRACT is made the 18th day of February 2025 BETWEEN: (1) BGC BROKERS LP, Succursale de Genève a company with a branch registered in Switzerland under number CHE- 431.921.530 and whose branch’s registered office is at Cours de Rive, 10 Genève 1204 Switzerland (the “Company”, or the “Employer”) and (2) JEAN-PIERRE AUBIN (“You”) The parties agree that the terms of your employment |
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February 19, 2025 |
Stephen Merkel named Chairman of BGC Group’s Board of Directors Exhibit 99.2 Stephen Merkel named Chairman of BGC Group’s Board of Directors Brandon Lutnick will also join the Board NEW YORK, NY – February 18, 2025 – BGC Group, Inc. (Nasdaq: BGC) (“BGC” or “the Company”), a leading global brokerage and financial technology company, today announced Stephen Merkel has been named Chairman of the Board of Directors. Howard W. Lutnick, who was confirmed today by th |
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February 19, 2025 |
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): February 18, 2025 BGC Group, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-35591 86-3748217 (State or other jurisdiction of incorporation) (Commission File |
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February 19, 2025 |
Exhibit 10.2 Personal and Confidential February 18, 2025 By Electronic Mail John Abularrage Re: Amended and Restated Bonus Pool Letter1 Dear John: In recognition of the contributions you have made and are expected to continue making to BGC Group, Inc. (inclusive of any of its subsidiaries and the successors and assigns of each, the “BGC Group”), you shall be eligible to participate in an incentive |
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February 14, 2025 |
EXHIBIT 99.1 NEW YORK – February 14, 2025 – BGC Group, Inc. (Nasdaq: BGC) today reported its financial results for the fourth quarter and full year ended December 31, 2024.1 Sean Windeatt, Chief Operating Officer: "BGC delivered record fourth quarter and full year revenues, growing by 11 and 12 percent, respectively. Our strong revenue growth was driven by our ECS, Rates, and Foreign Exchange busi |
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February 14, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): February 14, 2025 BGC Group, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-35591 86-3748217 (State or other jurisdiction of incorporation) (Commission File |
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December 31, 2024 |
BGC Group Updates its Outlook for the Fourth Quarter of 2024 Exhibit 99.1 BGC Group Updates its Outlook for the Fourth Quarter of 2024 NEW YORK, NY – December 31, 2024 – BGC Group, Inc. (Nasdaq: BGC), today announced that it has updated its outlook for the quarter ending December 31, 2024. Updated Outlook BGC reaffirmed its previously stated outlook ranges for revenue and pre-tax Adjusted Earnings for the fourth quarter of 2024. The Company’s outlook was co |
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December 31, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): December 31, 2024 BGC Group, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-35591 86-3748217 (State or other jurisdiction of incorporation) (Commission File |
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December 6, 2024 |
Exhibit 10.1 EXECUTION VERSION FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of December 6, 2024 among BGC GROUP, INC., as the Borrower, THE LENDERS PARTY HERETO, BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer, CAPITAL ONE, NATIONAL ASSOCIATION, CITIZENS BANK, N.A., FIFTH THIRD BANK, NATIONAL ASSOCIATION, INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED, NE |
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December 6, 2024 |
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): December 6, 2024 BGC Group, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-35591 86-3748217 (State or other jurisdiction of incorporation) (Commission File N |
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November 21, 2024 |
SC 13D/A 1 ea0221937-13da17cantorbgc.htm AMENDMENT NO. 17 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Information To Be Included in Statements Filed Pursuant to Rules 13d-1(a) and Amendments Thereto Filed Pursuant to 13d-2(a) (Amendment No. 17)* BGC Group, Inc. (Name of issuer) Class A Common Stock, par value $0.01 per share (Title of class |
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November 21, 2024 |
Joint Filing Agreement, dated as of November 21, 2024, by and among the Reporting Persons EX-99.64 2 ea022193701ex99-64bgcgroup.htm JOINT FILING AGREEMENT, DATED AS OF NOVEMBER 21, 2024, BY AND AMONG THE REPORTING PERSONS Exhibit 64 JOINT FILING AGREEMENT JOINT FILING AGREEMENT, dated as of this 21st day of November, 2024, among Cantor Fitzgerald, L.P., CF Group Management, Inc. and Howard W. Lutnick (collectively, the “Reporting Persons”). WHEREAS, pursuant to Rule 13d-1(k) under the |
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November 21, 2024 |
BGC’s Howard W. Lutnick Nominated for U.S. Secretary of Commerce EX-99.1 2 ea022189901ex99-1bgcgroup.htm BGC GROUP, INC. PRESS RELEASE DATED NOVEMBER 21, 2024 Exhibit 99.1 BGC’s Howard W. Lutnick Nominated for U.S. Secretary of Commerce NEW YORK – November 21, 2024 – BGC Group, Inc. (Nasdaq: BGC) (“BGC”) Chairman and Chief Executive Officer Howard W. Lutnick provided the following statement: “I am deeply honored to have been nominated by President Donald J. Tru |
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November 21, 2024 |
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): November 21, 2024 BGC Group, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-35591 86-3748217 (State or other jurisdiction of incorporation) (Commission File |
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November 13, 2024 |
BGC / BGC Group, Inc. / Rubric Capital Management LP - SC 13G/A Passive Investment SC 13G/A 1 tm2427812d4sc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* BGC Group, Inc. (Name of Issuer) Class A Common Stock, $0.01 par value per share (Title of Class of Securities) 088929104 (CUSIP Number) September 30, 2024 (Date of event which requires filing of this statement) Check the ap |
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November 8, 2024 |
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 8, 2024 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 8, 2024 Registration No. |
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November 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-35591 BGC Group, Inc. (Exact name of registrant as speci |
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November 8, 2024 |
Ex-Filing Fees CALCULATION OF FILING FEE TABLES S-3 BGC Group, Inc. Table 1: Newly Registered and Carry Forward Securities Line Item Type Security Type Security Class Title Notes Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to be Paid Debt 4.375% Senior Notes due |
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November 8, 2024 |
Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 Statement of Eligibility Under The Trust Indenture Act of 1939 of a Corporation Designated to Act as Trustee Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) UMB BANK, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) 44-0194180 (I.R.S. Emp |
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November 8, 2024 |
Exhibit 25.2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 o Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) WILMINGTON TRUST, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) 16-1486454 (I.R.S. employer identification no.) 1100 North Market Street Wilmington, DE 19890-0001 (Address of principal |
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November 8, 2024 |
As filed with the Securities and Exchange Commission on November 8, 2024 As filed with the Securities and Exchange Commission on November 8, 2024 Registration No. |
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October 31, 2024 |
EXHIBIT 99.1 NEW YORK – October 31, 2024 – BGC Group, Inc. (Nasdaq: BGC) today reported its financial results for the quarter ended September 30, 2024.1 Howard W. Lutnick, Chairman and CEO: "We delivered record third quarter revenues of $561 million, up 16 percent compared to last year. Our strong performance reflected growth across every asset class and region, which drove our pre-tax Adjusted Ea |
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October 31, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): October 31, 2024 BGC Group, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-35591 86-3748217 (State or other jurisdiction of incorporation) (Commission File N |
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October 22, 2024 |
Financial Statements and Exhibits, Other Events 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): October 22, 2024 BGC Group, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-35591 86-3748217 (State or other jurisdiction of incorporation) (Commission File N |
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October 22, 2024 |
BGC Group announces agreement to acquire OTC Global Holdings Exhibit 99.1 BGC Group announces agreement to acquire OTC Global Holdings Acquisition will bolster BGC’s Energy, Commodities, and Shipping business NEW YORK – October 22, 2024 – BGC Group, Inc. (Nasdaq: BGC), a leading global brokerage and financial technology company, announced today that it has entered into an agreement to acquire OTC Global Holdings, LP (“OTC”), the largest independent institut |
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September 30, 2024 |
BGC Group Updates its Outlook for the Third Quarter of 2024 Exhibit 99.1 BGC Group Updates its Outlook for the Third Quarter of 2024 NEW YORK, NY – September 30, 2024 – BGC Group, Inc. (Nasdaq: BGC), today announced that it has updated its outlook for the quarter ending September 30, 2024. Updated Outlook BGC expects to be around the high-end of its previously stated outlook ranges for revenue and pre-tax Adjusted Earnings for the third quarter of 2024. Th |
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September 30, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): September 30, 2024 BGC Group, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-35591 86-3748217 (State or other jurisdiction of incorporation) (Commission File |
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September 17, 2024 |
Submission of Matters to a Vote of Security Holders 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): September 16, 2024 BGC Group, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-35591 86-3748217 (State or other jurisdiction of incorporation) (Commission File |
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August 26, 2024 |
Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-281372 PROSPECTUS Offer to Exchange $500,000,000 aggregate principal amount of 6.600% Senior Notes due 2029 For $500,000,000 aggregate principal amount of 6.600% Senior Notes due 2029 registered under the Securities Act of 1933, as amended We are offering to exchange all of our outstanding 6.600% Senior Notes due 2029 that were issued |
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August 26, 2024 |
Financial Statements and Exhibits, Other Events 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): August 26, 2024 BGC Group, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-35591 86-3748217 (State or other jurisdiction of incorporation) (Commission File Nu |
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August 26, 2024 |
BGC ANNOUNCES LAUNCH OF EXCHANGE OFFER FOR ITS 6.600% SENIOR NOTES DUE 2029 Exhibit 99.1 BGC ANNOUNCES LAUNCH OF EXCHANGE OFFER FOR ITS 6.600% SENIOR NOTES DUE 2029 NEW YORK, NY — August 26, 2024 — BGC Group, Inc. (Nasdaq: BGC) (“BGC” or the “Company”) today announced an offer to exchange up to $500 million aggregate principal amount of its outstanding 6.600% Senior Notes due 2029 (the “Old Notes”) for an equivalent amount of its 6.600% Senior Notes due 2029 registered un |
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August 21, 2024 |
BGC Group, Inc. 499 Park Avenue New York, New York 10022 BGC Group, Inc. 499 Park Avenue New York, New York 10022 August 21, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attention: Aisha Adegbuyi Office of Finance Re: BGC Group, Inc. - Registration Statement on Form S-4 (File No. 333-281372) (the “Registration Statement”) Dear Ms. Adegbuyi: Pursuant to Rule 461 un |
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August 8, 2024 |
BGC Group, Inc. 499 Park Avenue New York, New York 10022 BGC Group, Inc. 499 Park Avenue New York, New York 10022 August 8, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Re: BGC Group, Inc.–Registration Statement on Form S-4 (File No. 333-281372) (the “Registration Statement”) Ladies and Gentlemen: On August 8, 2024, BGC Group, Inc., a Delaware corporation (the “Co |
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August 8, 2024 |
Statement of Eligibility on Form T-1 of Wilmington Trust, National Association, as trustee Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 ☐ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) WILMINGTON TRUST, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) 16-1486454 (I.R.S. employer identification no.) 1100 North Market Street Wilmington, DE 19890-0001 (Address of principal |
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August 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-35591 BGC Group, Inc. (Exact name of registrant as specified |
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August 8, 2024 |
As filed with the Securities and Exchange Commission on August 8, 2024 As filed with the Securities and Exchange Commission on August 8, 2024 Registration No. |
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August 8, 2024 |
Calculation of Filing Fee Tables S-4 BGC Group, Inc. Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Fili |
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August 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ (Check the appropriate box): ☐ Preliminary Proxy Statement ☐ Confidential, For Use Of The Commission Only (As Permitted By Rule 14a-6(e)(2)) ☒ Def |
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August 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ (Check the appropriate box): ☐ Preliminary Proxy Statement ☐ Confidential, For Use Of The Commission Only (As Permitted By Rule 14a-6(e)(2)) ☐ Def |
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July 30, 2024 |
EXHIBIT 99.1 NEW YORK – July 30, 2024 – BGC Group, Inc. (Nasdaq: BGC) today reported its financial results for the quarter ended June 30, 2024.1 Howard W. Lutnick, Chairman and CEO: "BGC delivered record second quarter revenues and Adjusted Earnings, with continued growth across our businesses and geographies. Our revenue growth of 12 percent delivered Adjusted Earnings growth of over 19 percent, |
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July 30, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): July 30, 2024 BGC Group, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-35591 86-3748217 (State or other jurisdiction of incorporation) (Commission File Numb |
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June 28, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events 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): June 28, 2024 BGC Group, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-35591 86-3748217 (State or other jurisdiction of incorporation) (Commission File Numb |
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June 28, 2024 |
BGC Group Updates its Outlook for the Second Quarter of 2024 Exhibit 99.1 BGC Group Updates its Outlook for the Second Quarter of 2024 NEW YORK, NY – June 28, 2024 – BGC Group, Inc. (Nasdaq: BGC), today announced that it has updated its outlook for the quarter ending June 30, 2024. Updated Outlook BGC reaffirmed its previously stated outlook ranges for revenue and pre-tax Adjusted Earnings for the second quarter of 2024. The Company’s outlook was contained |
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June 27, 2024 |
U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 11-K U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 11-K (Mark One) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission file number: 001-35591 BGC GROUP, INC. DEFERRAL PLAN FOR EMPLO |
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June 10, 2024 |
Exhibit 4.2 FIRST SUPPLEMENTAL INDENTURE Dated as of June 10, 2024 Supplementing that Certain INDENTURE Dated as of June 10, 2024 Among BGC GROUP, INC., as Issuer and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee 6.600% SENIOR NOTES DUE 2029 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS SECTION 1.1. Certain Terms Defined in the Indenture 1 SECTION 1.2. Definitions 2 ARTICLE II FORM AND TERMS O |
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June 10, 2024 |
Exhibit 10.1 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT, dated June 10, 2024 (the “Agreement”), is entered into by and among BGC Group, Inc., a Delaware corporation (the “Company”) and BofA Securities, Inc., Cantor Fitzgerald & Co., PNC Capital Markets LLC, Regions Securities LLC, Wells Fargo Securities, LLC and Fifth Third Securities, Inc. as representatives (the “Representa |
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June 10, 2024 |
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): June 7, 2024 BGC Group, Inc. (Exact name of Registrant as specified in its charter) Delaware 01-35591 86-3748217 (State or other jurisdiction of incorporation) (Commission File Number |
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June 10, 2024 |
Exhibit 10.2 THIRD AMENDMENT TO CREDIT AGREEMENT This THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of June 7, 2024 (the “Third Amendment Effective Date”), by and between BGC Group, Inc., a Delaware corporation (“BGC”) and Cantor Fitzgerald, L.P., a Delaware limited partnership (“Cantor”). Capitalized terms used herein and not otherwise defined herein shall have the mea |
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June 10, 2024 |
Exhibit 10.4 110 East 59th Street New York, New York 10022 As of June 7, 2024 BGC Group, Inc. 110 East 59th Street New York, New York 10022 Attention: Jason Hauf Re: Assignment, Assumption and Amendment to Clearing Services Agreement Dear Mr. Hauf: Reference is made to that certain clearing capital agreement (the “Agreement”), dated November 5, 2008, by and between Cantor Fitzgerald, L.P. (“Cantor |
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June 10, 2024 |
Fourth Amendment, dated as of June 7, 2024, to the Clearing Services Agreement, dated May 9, 2006, Exhibit 10.3 110 East 59th Street New York, New York 10022 As of June 7, 2024 BGC Financial, L.P. 110 East 59th Street New York, New York 10022 Attention: Jason Hauf Re: Amendment to Clearing Services Agreement Dear Mr. Hauf: Reference is made to that certain Clearing Services Agreement (the “Agreement”), dated May 9, 2006, by and between Cantor Fitzgerald & Co. (“CF&Co.”) and BGC Financial, Inc. |
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June 10, 2024 |
Exhibit 4.1 BGC GROUP, INC. Issuer - and - WILMINGTON TRUST, NATIONAL ASSOCIATION Trustee INDENTURE Dated as of June 10, 2024 Debt Securities Reconciliation and tie between Trust Indenture Act of 1939 (the “Trust Indenture Act”) and Indenture Trust Indenture Act Section Indenture Section §310(a)(1) 607 (a)(2) 607 (b) 608 §312(a) 701 (b) 702 (c) 702 §313(a) 703 (b)(2) 703 (c) 703 (d) 703 §314(a) 70 |
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June 4, 2024 |
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): June 3, 2024 BGC Group, Inc. (Exact name of Registrant as specified in its charter) Delaware 01-35591 86-3748217 (State or other jurisdiction of incorporation) (Commission File Number |
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May 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-35591 BGC Group, Inc. (Exact name of registrant as specified |
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April 30, 2024 |
EXHIBIT 99.1 NEW YORK – April 30, 2024 – BGC Group, Inc. (Nasdaq: BGC) today reported its financial results for the quarter ended March 31, 2024.1 Howard W. Lutnick, Chairman and CEO: "This is a great time for BGC. Today, we reported record first quarter Revenues and Adjusted Earnings and last week, we completed our FMX transaction and announced our strategic partners. These 10 major financial ins |
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April 30, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): April 30, 2024 BGC Group, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-35591 86-3748217 (State or other jurisdiction of incorporation) (Commission File Num |
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April 30, 2024 |
Exhibit 10.1 EXECUTION VERSION Deal CUSIP No.: 05555BAA1 Revolver CUSIP No.: 05555BAB9 SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of April 26, 2024 among BGC GROUP, INC., as the Borrower, CERTAIN SUBSIDIARIES OF THE BORROWER as Guarantors, BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer, CAPITAL ONE, NATIONAL ASSOCIATION, FIFTH THIRD BANK, NATIONAL ASSOCIATION, INDUSTRIAL |
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April 30, 2024 |
Financial Statements and Exhibits, Other Events 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): April 26, 2024 BGC Group, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-35591 86-3748217 (State or other jurisdiction of incorporation) (Commission File Num |
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April 26, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT T |
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April 25, 2024 |
Exhibit 99.1 Ten global investment banks and market making firms join BGC in the creation of FMX to launch premier U.S. Treasury and U.S. Interest Rate Futures trading marketplace FMX closes transaction with strategic investors at a $667 million post-money equity valuation NEW YORK – April 25, 2024 – BGC Group, Inc. (Nasdaq: BGC) today announced that Bank of America, Barclays, Citadel Securities, |
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April 25, 2024 |
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): April 23, 2024 BGC Group, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-35591 86-3748217 (State or other jurisdiction of incorporation) (Commission File Num |
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April 25, 2024 |
FMX A BGC COMPANY April 2024 Exhibit 99.2 Partners Join BGC in the creation of FMX REPRESENTING 10 OF THE MOST IMPORTANT INVESTMENT BANKS AND MARKET MAKERS INVESTMENT BANKS MARKET MAKERS Provide significant growth capital for FMX $172mm of cash proceeds to FMX TRANSACTION DETAILS CASH INVESTMENT FROM PARTNERS OWNERSHIP AND VALUATION Ownership (%) Pre-Money Valuation Post-Money Valuation Equity Par |
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March 28, 2024 |
BGC Group Updates its Outlook for the First Quarter of 2024 Exhibit 99.1 BGC Group Updates its Outlook for the First Quarter of 2024 NEW YORK, NY – March 28, 2024 – BGC Group, Inc. (Nasdaq: BGC), today announced that it has updated its outlook for the quarter ending March 31, 2024. Updated Outlook BGC reaffirmed its previously stated outlook ranges for revenue and pre-tax Adjusted Earnings for the first quarter of 2024. The Company’s outlook was contained |
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March 28, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): March 28, 2024 BGC Group, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-35591 86-3748217 (State or other jurisdiction of incorporation) (Commission File Num |
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March 19, 2024 |
BGC / BGC Group, Inc. / MILLENNIUM MANAGEMENT LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 BGC GROUP, INC. (Name of Issuer) CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) 088929104 (CUSIP Number) MARCH 14, 2024 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pursuant to which |
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March 12, 2024 |
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): March 8, 2024 BGC Group, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-35591 86-3748217 (State or other jurisdiction of incorporation) (Commission File Numb |
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March 12, 2024 |
Fitzgerald, L.P. (incorporated by reference to Exhibit 10.1 to BGC Group, Inc.’s Current Report on EX-10.1 Exhibit 10.1 SECOND AMENDMENT TO CREDIT AGREEMENT This SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of March 8, 2024 (the “Second Amendment Effective Date”), by and between BGC Group, Inc., a Delaware corporation (“BGC”) and Cantor Fitzgerald, L.P., a Delaware limited partnership (“Cantor”). Capitalized terms used herein and not otherwise defined herein shall |
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February 29, 2024 |
Exhibit 21.1 LIST OF SUBSIDIARIES OF BGC GROUP, INC. ENTITY NAME DOMESTIC JURISDICTION 12TH STREET CAPITAL, LLC DELAWARE ALGOMI CORPORATION DELAWARE ALGOMI LIMITED UNITED KINGDOM AMEEFI SERVICES, INC. DELAWARE AMEREX BROKERS LLC DELAWARE AMPEX ENERGY, LLC DELAWARE AQUA SECURITIES HOLDINGS, LLC DELAWARE AUREL BGC FRANCE BGC BES PARTNERS LIMITED UNITED KINGDOM BGC BRAZIL HOLDINGS LIMITADA BRAZIL/LAT |
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February 29, 2024 |
Securities Registered under Section 12 of the Securities Exchange Act of 1934, as amended Exhibit 4.1 DESCRIPTION OF BGC GROUP, INC. SECURITIES REGISTERED UNDER SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED The following summary is a description of the material terms of BGC Group, Inc.’s (“we,” “us,” or “our”) capital stock. The following descriptions of our Class A common stock, par value $0.01 per share, which we refer to as our “Class A common stock,” Class B common |
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February 29, 2024 |
Exhibit 97.1 BGC Group, Inc. Compensation Recovery Policy 1.Purpose. The Board of Directors (the “Board”) of BGC Group, Inc. (the “Company”), upon the recommendation of its Compensation Committee (the “Committee”), has adopted this Compensation Recovery Policy (this “Policy”) to implement a mandatory compensation recovery policy in the event of an accounting restatement that the Company is require |
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February 29, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d |
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February 14, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): February 14, 2024 BGC Group, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-35591 86-3748217 (State or other jurisdiction of incorporation) (Commission File |
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February 14, 2024 |
EXHIBIT 99.1 NEW YORK – February 14, 2024 – BGC Group, Inc. (Nasdaq: BGC) today reported its financial results for the fourth quarter and full year ended December 31, 2023.1 Howard W. Lutnick, Chairman and CEO: "BGC had its best fourth quarter, with record revenues and Adjusted Earnings. Our revenues improved over 18 percent ending a strong year where we delivered accelerating year-over-year reven |
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February 12, 2024 |
US0889291045 / BGC Group, Inc., Class A / Rubric Capital Management LP - SC 13G/A Passive Investment SC 13G/A 1 tm245464d3sc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* BGC Group, Inc. (Name of Issuer) Class A Common Stock, $0.01 par value per share (Title of Class of Securities) 088929104 (CUSIP Number) December 31, 2023 (Date of event which requires filing of this statement) Check the appr |
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January 23, 2024 |
BGC Group Announces CFTC Approval for FMX Futures Exchange Exhibit 99.1 BGC Group Announces CFTC Approval for FMX Futures Exchange NEW YORK, NY – January 22, 2024 – BGC Group, Inc. (Nasdaq: BGC), today announced that its FMX Futures Exchange received Commodity Futures Trading Commission (“CFTC”) approval to operate an exchange for U.S. Treasury and SOFR futures, the most widely traded futures contracts in the world, for trading on FMX1. Howard W. Lutnick, |
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January 23, 2024 |
Financial Statements and Exhibits 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): January 22, 2024 BGC Group, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-35591 86-3748217 (State or other jurisdiction of incorporation) (Commission File N |
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December 29, 2023 |
Exhibit 99.1 BGC Group Updates its Outlook for the Fourth Quarter of 2023 and Provides Update to FMX Announcement Timing NEW YORK, NY – December 29, 2023 – BGC Group, Inc. (Nasdaq: BGC), today announced that it has updated its outlook for the quarter ending December 31, 2023 and provided an update to the expected timing of upcoming FMX announcements. Updated Outlook BGC expects to be around the hi |
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December 29, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): December 29, 2023 BGC Group, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-35591 86-3748217 (State or other jurisdiction of incorporation) (Commission File |
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November 16, 2023 |
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): November 14, 2023 BGC Group, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-35591 86-3748217 (State or other jurisdiction of incorporation) (Commission File |
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November 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Numbers: 001-35591 BGC Group, Inc. (Exact name of registrant as spec |
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October 30, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): October 30, 2023 BGC Group, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-35591 86-3748217 (State or other jurisdiction of incorporation) (Commission File N |
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October 30, 2023 |
EXHIBIT 99.1 NEW YORK – October 30, 2023 – BGC Group, Inc. (Nasdaq: BGC) ("BGC Group" or "BGC" or the "Company"), a leading global brokerage and financial technology company, today reported its financial results for the quarter ended September 30, 2023.1 Howard W. Lutnick, Chairman and CEO of BGC Group1: "We had another outstanding quarter, generating revenue growth of 16 percent, reflecting incre |
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October 19, 2023 |
As filed with the Securities and Exchange Commission on October 19, 2023 Table of Contents As filed with the Securities and Exchange Commission on October 19, 2023 Registration No. |
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October 19, 2023 |
EXHIBIT 107 Calculation of Filing Fee Table Form S-3 (Form Type) BGC Group, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities and Carry Forward Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Fo |
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October 19, 2023 |
Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) UMB BANK, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) 44-0194180 (I.R.S. E |
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October 6, 2023 |
Exhibit 10.1 FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT This FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is entered into as of 12:01 a.m. (Eastern Time) on October 6, 2023 (the “Effective Date”), among BGC PARTNERS, INC., a Delaware corporation (the “Borrower”), the Lenders signatory hereto and BANK OF AMERICA, N.A., as Administrative Agent. Capitalize |
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October 6, 2023 |
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): October 4, 2023 BGC Group, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-35591 86-3748217 (State or other jurisdiction of incorporation) (Commission File Nu |
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October 6, 2023 |
Exhibit 4.4 SECOND SUPPLEMENTAL INDENTURE Dated as of October 6, 2023 Supplementing that Certain INDENTURE Dated as of October 6, 2023 Among BGC GROUP, INC., as Issuer and UMB BANK, N.A., as Trustee 4.375% SENIOR NOTES DUE 2025 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS SECTION 1.1. Certain Terms Defined in the Indenture 1 SECTION 1.2. Definitions 2 ARTICLE II FORM AND TERMS OF THE NOTES SECTION |
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October 6, 2023 |
Exhibit 10.2 ASSIGNMENT AND ASSUMPTION AGREEMENT This Assignment and Assumption Agreement (this “Agreement”) is entered into as of October 6, 2023 by BGC Group, Inc., a Delaware corporation (the “New Borrower”), and BGC Partners, Inc., a Delaware corporation (the “Current Borrower”), for the benefit of Bank of America, N.A., as Administrative Agent and L/C Issuer, and the Lenders. R E C I T A L S |
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October 6, 2023 |
Exhibit 10.3 ASSIGNMENT AND ASSUMPTION AGREEMENT This Assignment and Assumption Agreement (this “Agreement”) is entered into as of October 6, 2023 by BGC Group, Inc., a Delaware corporation (the “BGCG”), and BGC Partners, Inc., a Delaware corporation (the “BGCP”), and Cantor Fitzgerald L.P. (“Cantor”). R E C I T A L S : A. Reference is made to that certain Credit Agreement dated as of March 19, 20 |
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October 6, 2023 |
Exhibit 4.3 FIRST SUPPLEMENTAL INDENTURE Dated as of October 6, 2023 Supplementing that Certain INDENTURE Dated as of October 6, 2023 Among BGC GROUP, INC., as Issuer and UMB BANK, N.A., as Trustee 3.750% SENIOR NOTES DUE 2024 TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS SECTION 1.1. Certain Terms Defined in the Indenture 1 SECTION 1.2. Definitions 2 ARTICLE II. FORM AND TERMS OF THE NOTES SECTIO |
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October 6, 2023 |
Exhibit 4.2 BGC GROUP, INC. Issuer - and - UMB BANK, N.A. Trustee INDENTURE Dated as of October 6, 2023 Debt Securities Reconciliation and tie between Trust Indenture Act of 1939 (the “Trust Indenture Act”) and Indenture Trust Indenture Act Section Indenture Section §310(a)(1) 607 (a)(2) 607 (b) 608 §312(a) 701 (b) 702 (c) 702 §313(a) 703 (b)(2) 703 (c) 703 (d) 703 §314 |
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October 6, 2023 |
Exhibit 99.1 BGC Group, Inc. Announces Final Results in Exchange Offers and Consent Solicitations NEW YORK, NY – October 5, 2023 – BGC Group, Inc. (Nasdaq: BGC) (“BGC Group”) today announced the final results of its previously announced offers to exchange (the “exchange offers”) any and all validly tendered (and not validly withdrawn) and accepted notes of the three series described in the table b |
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October 6, 2023 |
Exhibit 4.5 THIRD SUPPLEMENTAL INDENTURE Dated as of October 6, 2023 Supplementing that Certain INDENTURE Dated as of October 6, 2023 Among BGC GROUP, INC., as Issuer and UMB BANK, N.A., as Trustee 8.000% SENIOR NOTES DUE 2028 TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS SECTION 1.1. Certain Terms Defined in the Indenture 1 SECTION 1.2. Definitions 2 ARTICLE II. FORM AND TERMS OF THE NOTES SECTIO |
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September 29, 2023 |
BGC Group Updates its Outlook for the Third Quarter of 2023 Exhibit 99.1 BGC Group Updates its Outlook for the Third Quarter of 2023 NEW YORK, NY – September 29, 2023 – BGC Group, Inc. (Nasdaq: BGC) (“BGC Group” or “BGC” or the “Company”), a leading global brokerage and financial technology company, today announced that it has updated its outlook for the quarter ending September 30, 2023. Updated Outlook BGC reaffirmed its previously stated outlook ranges |
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September 29, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): September 29, 2023 BGC Group, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-35591 86-3748217 (State or other jurisdiction of incorporation) (Commission File |
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September 28, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ (Check the appropriate box): ☐ Preliminary Proxy Statement ☐ Confidential, For Use Of The Commission Only (As Permitted By |
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September 28, 2023 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ (Check the appropriate box): ☐ Preliminary Proxy Statement ☐ Confidential, For Use Of The Commission Only (As Permitted By Rule 14a-6(e)(2 |
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September 22, 2023 |
Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-274356 PROSPECTUS BGC Group, Inc. Offers to Exchange All Outstanding 3.750% Senior Notes due October 1, 2024, 4.375% Senior Notes due December 15, 2025 and 8.000% Senior Notes due May 25, 2028 of BGC Partners, Inc. and Solicitation of Consents to Amend the Related Indentures and the Registration Rights Agreement Related to the |
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September 20, 2023 |
September 20, 2023 VIA EDGAR Division of Corporation Finance Office of Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-3628 Attention: Aisha Adegbuyi Re: BGC Group, Inc. Registration Statement on Form S-4 Filed September 6, 2023 File No. 333-274356 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, BGC Group, Inc., a D |
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September 20, 2023 |
Form of Letter of Transmittal and Consent Exhibit 99.1 BGC GROUP, INC. LETTER OF TRANSMITTAL AND CONSENT Offers to Exchange All Outstanding Notes of the Series Specified Below Issued by BGC Partners, Inc. (“BGC Partners”) For The Corresponding Series of Notes Issued by BGC Group, Inc. (“BGC Group”) and Solicitation of Consents to Amend the Related Indentures and the Registration Rights Agreement, dated May 25, 2023 Early Participation Dat |
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September 20, 2023 |
EX-4.8 Exhibit 4.8 FOURTH SUPPLEMENTAL INDENTURE Dated as of September 19, 2023 Supplementing that Certain INDENTURE Dated as of September 27, 2019 Among BGC PARTNERS, INC., as Issuer And COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, as Successor to WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee 3.750% SENIOR NOTES DUE 2024 4.375% SENIOR NOTES DUE 2025 8.000% SENIOR NOTES DUE 2028 TABLE O |
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September 20, 2023 |
Exhibit 99.1 BGC Group, Inc. Announces Early Participation Results in Exchange Offers and Consent Solicitations and Extension of Early Participation Premium NEW YORK, NY – BGC Group, Inc. (Nasdaq: BGC) (“BGC Group”) today announced that, as of 5:00 p.m., New York City time, on September 19, 2023 (the “Early Participation Date” or the “Consent Revocation Deadline”), the aggregate principal amounts |
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September 20, 2023 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events 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): September 20, 2023 BGC Group, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-35591 86-3748217 (State or other jurisdiction of incorporation) (Commission File |
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September 20, 2023 |
As filed with the Securities and Exchange Commission on September 20, 2023 Table of Contents As filed with the Securities and Exchange Commission on September 20, 2023 Registration No. |
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September 19, 2023 |
September 19, 2023 VIA EDGAR Division of Corporation Finance Office of Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-3628 Attention: Aisha Adegbuyi Re: BGC Group, Inc. Registration Statement on Form S-4 Filed September 6, 2023 File No. 333-274356 Ladies and Gentlemen: On September 6, 2023, we filed correspondence with the U.S. Securities and Exchange Com |
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September 18, 2023 |
September 18, 2023 VIA EDGAR Division of Corporation Finance Office of Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-3628 Attention: Aisha Adegbuyi Re: BGC Group, Inc. Registration Statement on Form S-4 Filed September 6, 2023 File No. 333-274356 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, BGC Group, Inc., a D |
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September 6, 2023 |
Form of Indenture between BGC Group, Inc. and UMB Bank, N.A., as Trustee Exhibit 4.9 BGC GROUP, INC. Issuer - and - UMB BANK, N.A. Trustee INDENTURE Dated as of , 2023 Debt Securities Reconciliation and tie between Trust Indenture Act of 1939 (the “Trust Indenture Act”) and Indenture Trust Indenture Act Section Indenture Section §310(a)(1) 607 (a)(2) 607 (b) 608 §312(a) 701 (b) 702 (c) 702 §313(a) 703 (b)(2) 703 (c) 703 (d) 703 §314(a) 704 (c)(1) 102 (c)(2) 102 (e) 102 |
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September 6, 2023 |
As filed with the Securities and Exchange Commission on September 6, 2023 S-4 Table of Contents As filed with the Securities and Exchange Commission on September 6, 2023 Registration No. |
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September 6, 2023 |
EX-4.12 Exhibit 4.12 THIRD SUPPLEMENTAL INDENTURE Dated as of , 2023 Supplementing that Certain INDENTURE Dated as of , 2023 Among BGC GROUP, INC., as Issuer and UMB BANK, N.A., as Trustee 8.000% SENIOR NOTES DUE 2028 TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS SECTION 1.1. Certain Terms Defined in the Indenture 1 SECTION 1.2. Definitions 2 ARTICLE II. FORM AND TERMS OF THE NOTES SECTION 2.1. Fo |
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September 6, 2023 |
Table of Contents Exhibit 4.10 FIRST SUPPLEMENTAL INDENTURE Dated as of , 2023 Supplementing that Certain INDENTURE Dated as of , 2023 Among BGC GROUP, INC., as Issuer and UMB BANK, N.A., as Trustee 3.750% SENIOR NOTES DUE 2024 Table of Contents TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS SECTION 1.1. Certain Terms Defined in the Indenture 1 SECTION 1.2. Definitions 2 ARTICLE II. FORM AND TERMS |
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September 6, 2023 |
Financial Statements and Exhibits, Other Events 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): September 6, 2023 BGC Group, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-35591 86-3748217 (State or other jurisdiction of incorporation) (Commission File |
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September 6, 2023 |
Exhibit 4.11 SECOND SUPPLEMENTAL INDENTURE Dated as of , 2023 Supplementing that Certain INDENTURE Dated as of , 2023 Among BGC GROUP, INC., as Issuer and UMB BANK, N.A., as Trustee 4.375% SENIOR NOTES DUE 2025 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS SECTION 1.1. Certain Terms Defined in the Indenture 1 SECTION 1.2. Definitions 2 ARTICLE II FORM AND TERMS OF THE NOTES SECTION 2.1. Form and Da |
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September 6, 2023 |
Exhibit 99.1 BGC Group, Inc. Commences Offers to Exchange Three Series of Notes Issued by BGC Partners, Inc. for Notes Issued by BGC Group, Inc. NEW YORK, NY – September 6, 2023 – BGC Group, Inc. (Nasdaq: BGC) (“BGC Group” or the “Company”) today announced the commencement of offers to exchange (the “exchange offers”) any and all validly tendered (and not validly withdrawn) and accepted notes of t |
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September 6, 2023 |
Exhibit 4.8 FOURTH SUPPLEMENTAL INDENTURE Dated as of , 2023 Supplementing that Certain INDENTURE Dated as of September 27, 2019 Among BGC PARTNERS, INC., as Issuer And COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, as Successor to WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee 3.750% SENIOR NOTES DUE 2024 4.375% SENIOR NOTES DUE 2025 8.000% SENIOR NOTES DUE 2028 TABLE OF CONTENTS Page ART |
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September 6, 2023 |
Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) UMB BANK, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) 44-0194180 (I.R.S. Emp |
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September 6, 2023 |
EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) BGC Group, Inc. |
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September 6, 2023 |
Form of Letter of Transmittal and Consent EX-99.1 Exhibit 99.1 BGC GROUP, INC. LETTER OF TRANSMITTAL AND CONSENT Offers to Exchange All Outstanding Notes of the Series Specified Below Issued by BGC Partners, Inc. (“BGC Partners”) For The Corresponding Series of Notes Issued by BGC Group, Inc. (“BGC Group”) and Solicitation of Consents to Amend the Related Indentures and the Registration Rights Agreement, dated May 25, 2023 Early Participa |
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August 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Numbers: 001-35591 BGC Group, Inc. (Exact name of registrant as specified |
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August 2, 2023 |
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): August 2, 2023 BGC Group, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-35591 86-3748217 (State or other jurisdiction of incorporation) (Commission File Num |
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August 2, 2023 |
EXHIBIT 99.1 NEW YORK – August 2, 2023 – BGC Group, Inc. (Nasdaq: BGC) ("BGC Group" or "BGC" or the "Company"), a leading global brokerage and financial technology company, today reported its financial results for the quarter ended June 30, 2023.1 Howard W. Lutnick, Chairman and CEO of BGC Group1: "We generated strong revenue growth of over 13 percent as our business continued to improve following |
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July 13, 2023 |
EX-10.1 Exhibit 10.1 THIS DEED OF AMENDMENT is made the 12th day of July 2023 BETWEEN: (1) BGC SERVICES (HOLDINGS) LLP (the “Partnership”), of Five Churchill Place, Canary Wharf, London E14 5RD; and (2) SEAN WINDEATT (the “Individual Member”). With deemed effect from the date hereof, the Deed made between the Individual Member and BGC Services (Holdings) LLP dated 22 January 2014, as amended by de |
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July 13, 2023 |
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): July 13, 2023 BGC Group, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-35591 86-3748217 (State or other jurisdiction of incorporation) (Commission File Numb |
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July 12, 2023 |
BGCP / BGC Partners Inc - Class A / CANTOR FITZGERALD, L. P. - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Information To Be Included in Statements Filed Pursuant to Rules 13d-1(a) and Amendments Thereto Filed Pursuant to 13d-2(a) (Amendment No. 16)* BGC Group, Inc. (Name of issuer) Class A Common Stock, par value $0.01 per share (Title of class of securities) 088929104 (CUSIP Number) Stephen M. Merkel, Esq. C |
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July 12, 2023 |
EX-99.61 2 d529378dex9961.htm EX-99.61 Exhibit 61 JOINT FILING AGREEMENT JOINT FILING AGREEMENT, dated as of this eleventh day of July, 2023, among Cantor Fitzgerald, L.P., CF Group Management, Inc. and Howard W. Lutnick (collectively, the “Reporting Persons”). WHEREAS, pursuant to Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the parties hereto desire t |
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July 11, 2023 |
BGC GROUP, INC. 17,692,501 Shares of Class A Common Stock 424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-233761 PROSPECTUS BGC GROUP, INC. 17,692,501 Shares of Class A Common Stock This prospectus relates to 17,692,501 shares of our Class A common stock, par value $0.01 per share, which we refer to as our “Class A common stock,” that may be offered by BGC Group, Inc., which we refer to as “BGC Group,” from time to time in c |
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July 11, 2023 |
BGC GROUP, INC. Up to $300,000,000 of Shares Class A Common Stock 424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-253987 PROSPECTUS BGC GROUP, INC. Up to $300,000,000 of Shares of Class A Common Stock We have entered into an Amended and Restated Controlled Equity OfferingSM sales agreement, dated July 3, 2023, with Cantor Fitzgerald & Co., which we refer to as the “2023 sales agreement,” relating to the shares of our Class A common |
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July 3, 2023 |
Powers of Attorney (included on the signature pages of this Registration Statement) POS AM Table of Contents As filed with the Securities and Exchange Commission on July 3, 2023 Registration No. |
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July 3, 2023 |
As filed with the Securities and Exchange Commission on July 3, 2023 POS AM Table of Contents As filed with the Securities and Exchange Commission on July 3, 2023 Registration No. |
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July 3, 2023 |
EX-1.1 Exhibit 1.1 BGC GROUP, INC. UP TO $300,000,000 OF SHARES OF CLASS A COMMON STOCK AMENDED AND RESTATED CONTROLLED EQUITY OFFERINGSM SALES AGREEMENT July 3, 2023 CANTOR FITZGERALD & CO. 499 Park Avenue New York, NY 10022 Ladies and Gentlemen: BGC GROUP, INC., a Delaware corporation, and the successor to BGC Partners, Inc. (BGC Group, Inc., together with BGC Partners, Inc. prior to July 1, 202 |
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July 3, 2023 |
Powers of Attorney (included on the signature pages of this Registration Statement) S-8 POS As filed with the Securities and Exchange Commission on July 3, 2023 Registration No. |
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July 3, 2023 |
EX-4.3 Exhibit 4.3 BGC GROUP, INC. DEFERRAL PLAN FOR EMPLOYEES OF BGC GROUP, INC., CANTOR FITZGERALD, L.P. AND THEIR AFFILIATES (As Amended and Restated Effective as of the Corporate Conversion Closing Date) BGC GROUP, INC. DEFERRAL PLAN FOR EMPLOYEES OF BGC GROUP, INC., CANTOR FITZGERALD, L.P. AND THEIR AFFILIATES TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 1.1 Account 1 1.2 Account Balance 1 |
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July 3, 2023 |
EX-10.4 Exhibit 10.4 ADMINISTRATIVE SERVICES AGREEMENT This ADMINISTRATIVE SERVICES AGREEMENT is made and entered into as of July 1, 2023, among CANTOR FITZGERALD, L.P., a Delaware limited partnership (“CFLP”), on behalf of itself and its direct and indirect, current and future, subsidiaries and affiliates, other than BGC Group, Inc. and its direct and indirect, current and future subsidiaries (“C |
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July 3, 2023 |
EX-99.2 Exhibit 99.2 BGC PARTNERS, INC. DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN REQUEST FOR WAIVER FORM TO: Investor Relations DATE: BGC Group, Inc. 499 Park Avenue New York, New York 10022 Telephone: (212) 610-2426 Fax: (212) 308-6982 This Form is to be used only by applicants that are requesting approval to make a Cash Purchase under the Amended and Restated BGC Group, Inc. Dividend Reinve |
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July 3, 2023 |
EX-4.1 Exhibit 4.1 DESCRIPTION OF BGC GROUP, INC. CAPITAL STOCK The following summary is a description of the material terms of BGC Group, Inc.’s (“we,” “us” or “our”) capital stock. The following descriptions of our Class A common stock, par value $0.01 per share, which we refer to as our “Class A common stock,” Class B common stock, par value $0.01 per share, which we refer to as our “Class B co |
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July 3, 2023 |
EX-3.2 Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF BGC GROUP, INC. These Amended and Restated Bylaws (these “Bylaws”) of BGC Group, Inc., a Delaware corporation (the “Corporation”), are effective as of 12:02 a.m., Eastern Time, on July 1, 2023, and hereby amend and restate the previous bylaws of the Corporation in its entirety: ARTICLE I OFFICES AND RECORDS SECTION 1. Registered Office. The registe |
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July 3, 2023 |
EX-10.6 Exhibit 10.6 FORM OF REGULATED ENTITY ADMINISTRATIVE SERVICES AGREEMENT Dated: TOWER BRIDGE INTERNATIONAL SERVICES L.P. and [NON-U.S. REGULATED ENTITY] ADMINISTRATIVE SERVICES AGREEMENT CONTENTS 1 DEFINITIONS AND INTERPRETATION 1 2 COMMENCEMENT, TERM AND TERMINATION 4 3 SERVICES 5 4 SERVICES LEVELS AND PERSONNEL 7 5 AUTHORITY 9 6 STEP-IN RIGHTS 9 7 INSOLVENCY EVENT 10 8 SERVICES PROVIDERS |
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July 3, 2023 |
EX-10.2 Exhibit 10.2 BGC GROUP, INC. INCENTIVE BONUS COMPENSATION PLAN (EFFECTIVE JULY 1, 2023) 1. Purpose. BGC Group, Inc., a Delaware corporation (the “Company”) maintains the BGC Group, Inc. Incentive Bonus Compensation Plan (the “Plan”) to attract, retain and reward key employees of the Company and its subsidiaries by providing them with the opportunity to earn bonus awards that are based upon |
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July 3, 2023 |
EX-99.1 Exhibit 99.1 CO# 10635 & 10636 BGC GROUP INC. DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN ENROLLMENT APPLICATION Please enroll this account as follows: Check one box only (X). If you do not check any box, then FULL DIVIDEND REINVESTMENT will be assumed. FULL DIVIDEND REINVESTMENT Reinvest all dividends for this account. PARTIAL DIVIDEND REINVESTMENT Reinvest dividends on shares held by m |
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July 3, 2023 |
Press Release dated July 3, 2023 EX-99.1 Exhibit 99.1 BGC Partners Completes Corporate Conversion to Full C-Corporation, Name Change to BGC Group, Inc., and Ticker Symbol Change to “BGC” NEW YORK, NY – July 3, 2023 – BGC Group, Inc. (Nasdaq: BGC) (“BGC Group,” “BGC” or the “Company”), a leading global brokerage and financial technology company (formerly BGC Partners, Inc.), today announced that it has completed its corporate conv |
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July 3, 2023 |
EX-10.5 Exhibit 10.5 PRIVATE & CONFIDENTIAL Dated: 1 July 2023 TOWER BRIDGE INTERNATIONAL SERVICES L.P. and BGC GROUP, INC. On behalf of itself and the BGC Entities ADMINISTRATIVE SERVICES AGREEMENT Administrative Services Agreement Tower Bridge International Services L.P. BGC Group, Inc. and others THIS ADMINISTRATIVE SERVICES AGREEMENT is dated 1 July 2023 and is made BETWEEN: (1) TOWER BRIDGE I |
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July 3, 2023 |
EX-10.1 Exhibit 10.1 BGC GROUP, INC. LONG TERM INCENTIVE PLAN (effective as of July 1, 2023) 1. Purpose. The purpose of this Long Term Incentive Plan (the “Plan”) of BGC Group, Inc., a Delaware corporation (the “Company”), is to advance the interests of the Company and its stockholders by providing a means to attract, retain, motivate and reward directors, officers, employees and consultants of an |
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July 3, 2023 |
EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BGC GROUP, INC. BGC Group, Inc. (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware, as it may be amended (the “DGCL”), hereby certifies as follows: 1. The name of this Corporation is BGC Grou |
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July 3, 2023 |
As filed with the Securities and Exchange Commission on July 3, 2023 S-8 As filed with the Securities and Exchange Commission on July 3, 2023 Registration No. |
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July 3, 2023 |
EX-FILING FEES Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) BGC Group, Inc. |
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July 3, 2023 |
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): June 27, 2023 BGC Group, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 0-28191 86-3748217 (State or other jurisdiction of incorporation) (Commission File Number |
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July 3, 2023 |
Powers of Attorney (included on the signature pages of this Registration Statement) S-3DPOS Table of Contents As filed with the Securities and Exchange Commission on July 3, 2023 Registration No. |
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July 3, 2023 |
EX-10.3 Exhibit 10.3 AMENDED, RESTATED AND CONSOLIDATED REGISTRATION RIGHTS AGREEMENT This AMENDED, RESTATED AND CONSOLIDATED REGISTRATION RIGHTS AGREEMENT, dated as of July 1, 2023 (this “Agreement”), is made by and between BGC Group, Inc., a Delaware corporation (“BGC Group” or the “Company”), and Cantor Fitzgerald, L.P., a Delaware limited partnership (“Cantor”). RECITALS WHEREAS, eSpeed, Inc. |
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June 30, 2023 |
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 30, 2023 POS AM AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 30, 2023 Registration No. |
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June 30, 2023 |
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 30, 2023 S-8 POS AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 30, 2023 Registration No. |
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June 30, 2023 |
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 30, 2023 S-8 POS AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 30, 2023 Registration No. |
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June 30, 2023 |
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 30, 2023 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 30, 2023 Registration No. |
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June 30, 2023 |
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 30, 2023 S-8 POS AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 30, 2023 Registration No. |
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June 30, 2023 |
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 30, 2023 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 30, 2023 Registration No. |
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June 30, 2023 |
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 30, 2023 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 30, 2023 Registration No. |
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June 29, 2023 |
Exhibit 99.1 BGC Partners Updates its Outlook for the Second Quarter of 2023 and Provides an Update on the Corporate Conversion NEW YORK, NY – June 29, 2023 – BGC Partners, Inc. (Nasdaq: BGCP) (“BGC Partners” or “BGC” or the “Company”), a leading global brokerage and financial technology company, today announced that it has updated its outlook for the quarter ending June 30, 2023, and provided an |
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June 29, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): June 29, 2023 BGC Partners, Inc. (Exact name of Registrant as specified in its charter) Delaware 0-28191 13-4063515 (State or other jurisdiction of incorporation) (Commission File Num |
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June 27, 2023 |
U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 11-K (Mark One) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission file numbers 0-28191 BGC PARTNERS, INC. DEFERRAL PLAN FOR EMPL |
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June 8, 2023 |
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): June 7, 2023 BGC Partners, Inc. (Exact name of Registrant as specified in its charter) Delaware 0-28191 13-4063515 (State or other jurisdiction of incorporation) (Commission File Numb |
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May 26, 2023 |
EX-99.59 Exhibit 59 JOINT FILING AGREEMENT JOINT FILING AGREEMENT, dated as of this 26th day of May, 2023, among Cantor Fitzgerald, L.P., CF Group Management, Inc. and Howard W. Lutnick (collectively, the “Reporting Persons”). WHEREAS, pursuant to Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the parties hereto desire to satisfy any filing obligation und |
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May 26, 2023 |
Definitive Consent Solicitation Statement DEFM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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May 26, 2023 |
BGCP / BGC Partners Inc - Class A / CANTOR FITZGERALD, L. P. - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Information To Be Included in Statements Filed Pursuant to Rules 13d-1(a) and Amendments Thereto Filed Pursuant to 13d-2(a) (Amendment No. 15)* BGC Partners, Inc. (Name of issuer) Class A Common Stock, par value $0.01 per share (Title of class of securities) 05541T 10 1 (CUSIP Number) Stephen M. Merkel, E |
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May 25, 2023 |
EX-4.2 2 d410538dex42.htm EX-4.2 Exhibit 4.2 Execution Version THIRD SUPPLEMENTAL INDENTURE Dated as of May 25, 2023 Supplementing that Certain INDENTURE Dated as of September 27, 2019 Among BGC PARTNERS, INC., as Issuer And COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, as Successor to WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee 8.000% SENIOR NOTES DUE 2028 TABLE OF CONTENTS Page ARTIC |
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May 25, 2023 |
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 25, 2023 BGC Partners, Inc. (Exact name of Registrant as specified in its charter) Delaware 0-28191 13-4063515 (State or other jurisdiction of incorporation) (Commission File Numb |
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May 25, 2023 |
BGC Completes Offering of $350.0 Million of 8.000% Senior Notes EX-99.1 Exhibit 99.1 BGC Completes Offering of $350.0 Million of 8.000% Senior Notes NEW YORK, NY – May 25, 2023 – BGC Partners, Inc. (Nasdaq: BGCP) (“BGC” or the “Company”) today announced the closing of its offering of $350.0 million aggregate principal amount of 8.000% senior notes (the “notes”) on May 25, 2023. The notes are general senior unsecured obligations of BGC. The notes will pay inter |
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May 25, 2023 |
EX-10.1 Exhibit 10.1 Execution Version REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT, dated May 25, 2023 (the “Agreement”), is entered into by and among BGC Partners, Inc., a Delaware corporation (the “Company”) and Goldman Sachs & Co. LLC, BofA Securities, Inc., Cantor Fitzgerald & Co., PNC Capital Markets LLC, Regions Securities LLC and Wells Fargo Securities, LLC as represent |
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May 23, 2023 |
BGC ANNOUNCES PRICING OF $350 MILLION OF 8.000% SENIOR NOTES EX-99.1 Exhibit 99.1 BGC ANNOUNCES PRICING OF $350 MILLION OF 8.000% SENIOR NOTES NEW YORK, NY – May 22, 2023 – BGC Partners, Inc. (NASDAQ: BGCP) (“BGC” or the “Company”) today announced the pricing of its offering of $350 million aggregate principal amount of 8.000% senior notes (the “notes”). The notes will be general senior unsecured obligations of BGC. The notes will pay interest semi-annually |
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May 23, 2023 |
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 22, 2023 BGC Partners, Inc. (Exact name of Registrant as specified in its charter) Delaware 0-28191 13-4063515 (State or other jurisdiction of incorporation) (Commission File Numb |
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May 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Numbers: 0-28191 BGC Partners, Inc. (Exact name of registrant as specifi |
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May 3, 2023 |
EXHIBIT 99.1 NEW YORK – May 3, 2023 – BGC Partners, Inc. (Nasdaq: BGCP) ("BGC Partners" or "BGC" or the "Company"), a leading global brokerage and financial technology company, today reported its financial results for the quarter ended March 31, 2023. Howard W. Lutnick, Chairman and CEO of BGC Partners: "Our quarterly revenue grew over 5 percent, or 7 percent in constant currency, with growth acro |
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May 3, 2023 |
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 3, 2023 BGC Partners, Inc. (Exact name of Registrant as specified in its charter) Delaware 0-28191 13-4063515 (State or other jurisdiction of incorporation) (Commission File Numbe |
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April 28, 2023 |
Amendment No. 1 to BGC Partners’ Annual Report on Form 10-K/A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT T |
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April 28, 2023 |
EX-2.15 Exhibit 2.15 AMENDMENT NO. 1 TO CORPORATE CONVERSION AGREEMENT This AMENDMENT NO. 1 (this “Amendment”) to Corporate Conversion Agreement is made and entered into as of March 29, 2023, by and between BGC Partners, Inc., a Delaware corporation (“BGC Partners”) and BGC Holdings, L.P., a Delaware limited partnership (“BGC Holdings”). Capitalized terms used in but not defined in this Amendment |
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March 31, 2023 |
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): March 31, 2023 BGC Partners, Inc. (Exact name of Registrant as specified in its charter) Delaware 0-28191 13-4063515 (State or other jurisdiction of incorporation) (Commission File Nu |
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March 31, 2023 |
BGC Partners Updates its Outlook for the First Quarter of 2023 Exhibit 99.1 BGC Partners Updates its Outlook for the First Quarter of 2023 NEW YORK, NY – March 31, 2023 – BGC Partners, Inc. (Nasdaq: BGCP) (“BGC Partners” or “BGC” or the “Company”), a leading global brokerage and financial technology company, today announced that it has updated its outlook for the quarter ending March 31, 2023. Updated Outlook BGC continued to see broad-based revenue growth ac |
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March 14, 2023 |
EX-10.1 2 d409846dex101.htm EX-10.1 Exhibit 10.1 BGC HOLDINGS, L.P. AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP This Amendment (“Amendment”) to the Second Amended and Restated Agreement of Limited Partnership of BGC Holdings, L.P., amended and restated as of December 13, 2017 (the “Agreement”), dated March 10, 2023, is effective as of March 10, 2023. WITNESSETH: WHEREAS, the General Partner wish |
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March 14, 2023 |
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): March 10, 2023 BGC Partners, Inc. (Exact name of Registrant as specified in its charter) Delaware 0-28191 13-4063515 (State or other jurisdiction of incorporation) (Commission File Nu |
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March 1, 2023 |
List of subsidiaries of BGC Partners, Inc. Exhibit 21.1 LIST OF SUBSIDIARIES OF BGC PARTNERS, INC. ENTITY NAME DOMESTIC JURISDICTION 12TH STREET CAPITAL, LLC DELAWARE ALGOMI ASIA PACIFIC LIMITED HONG KONG ALGOMI CORPORATION DELAWARE ALGOMI LIMITED UNITED KINGDOM AMEEFI SERVICES, INC. DELAWARE AMEREX BROKERS LLC DELAWARE AMPEX ENERGY, LLC DELAWARE AQUA SECURITIES HOLDINGS, LLC DELAWARE AQUA SECURITIES, L.P. DELAWARE AQUA SOFTWARE, LLC DELAW |
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March 1, 2023 |
Exhibit 4.1 DESCRIPTION OF SECURITIES The following summary is a description of the material terms of BGC Partners, Inc.’s capital stock. When we use the words “we,” “us,” “our” or the “Company,” we are referring to BGC Partners, Inc. and its consolidated subsidiaries. Copies of our restated certificate of incorporation, which we refer to as our “certificate of incorporation,” and our amended and |
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March 1, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d |
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February 28, 2023 |
425 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): February 27, 2023 BGC Partners, Inc. (Exact name of Registrant as specified in its charter) Delaware 0-28191 13-4063515 (State or other jurisdiction of incorporation) (Commission |
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February 27, 2023 |
EXHIBIT 99.1 NEW YORK – February 27, 2023 – BGC Partners, Inc. (Nasdaq: BGCP) ("BGC Partners" or "BGC" or the "Company"), a leading global brokerage and financial technology company, today reported its financial results for the quarter ended December 31, 2022. Howard W. Lutnick, Chairman and CEO of BGC Partners: "Our business fundamentally changed beginning in December 2022. The return of meaningf |
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February 27, 2023 |
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): February 27, 2023 BGC Partners, Inc. (Exact name of Registrant as specified in its charter) Delaware 0-28191 13-4063515 (State or other jurisdiction of incorporation) (Commission File |
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February 21, 2023 |
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 21, 2023 POS AM AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 21, 2023 Registration No. |
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February 21, 2023 |
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 21, 2023 POS AM AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 21, 2023 Registration No. |
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February 21, 2023 |
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 21, 2023 POS AM 1 d467425dposam.htm POS AM AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 21, 2023 Registration No. 333-226445 Registration No. 333-234176 Registration No. 333-248472 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO: FORM S-4 REGISTRATION STATEMENT NO. 333-226445 FORM S-4 REGISTRATION STATEMENT NO. 333-234176 FORM S- |
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February 21, 2023 |
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 21, 2023 POS AM AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 21, 2023 Registration No. |
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February 10, 2023 |
BGCP / BGC Partners, Inc. / Rubric Capital Management LP - SC 13G Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* BGC Partners, Inc. (Name of Issuer) Class A Common Stock, $0.01 par value per share (Title of Class of Securities) 05541T101 (CUSIP Number) December 31, 2022 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pursuan |
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February 9, 2023 |
BGCP / BGC Partners, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 10)* Name of issuer: BGC Partners Inc. Class A Title of Class of Securities: Common Stock CUSIP Number: 05541T101 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule pursuant to which this Schedule is f |
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January 27, 2023 |
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): January 25, 2023 BGC Partners, Inc. (Exact name of Registrant as specified in its charter) Delaware 0-28191 13-4063515 (State or other jurisdiction of incorporation) (Commission File |
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December 30, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): December 30, 2022 BGC Partners, Inc. (Exact name of Registrant as specified in its charter) Delaware 0-28191 13-4063515 (State or other jurisdiction of incorporation) (Commission File |
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December 30, 2022 |
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): December 30, 2022 BGC Partners, Inc. (Exact name of Registrant as specified in its charter) Delaware 0-28191 13-4063515 (State or other jurisdiction of incorporation) (Commission File |
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December 30, 2022 |
BGC Partners Updates its Outlook for the Fourth Quarter of 2022 EX-99.1 2 exhibit991q42022.htm EX-99.1 Exhibit 99.1 BGC Partners Updates its Outlook for the Fourth Quarter of 2022 NEW YORK, NY – December 30, 2022 – BGC Partners, Inc. (Nasdaq: BGCP) (“BGC Partners” or “BGC” or the “Company”), a leading global brokerage and financial technology company, today announced that it has updated its outlook for the quarter ending December 31, 2022. Updated Outlook BGC’ |
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December 12, 2022 |
BGCP / BGC Partners, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 9)* Name of issuer: BGC Partners Inc. Class A Title of Class of Securities: Common Stock CUSIP Number: 05541T101 Date of Event Which Requires Filing of this Statement: November 30, 2022 Check the appropriate box to designate the rule pursuant to which this Schedule is fi |
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December 1, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? (Check the appropriate box): ? Preliminary Proxy Statement ? Confidential, For Use Of The Commission Only (As Permitted By Rule |
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November 16, 2022 |
425 1 d393364d425.htm 425 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): November 15, 2022 BGC Partners, Inc. (Exact name of registrant as specified in its charter) Delaware 0-28191 13-4063515 (State or other jurisdiction of incor |
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November 16, 2022 |
EX-2.1 Exhibit 2.1 EXECUTION VERSION CORPORATE CONVERSION AGREEMENT by and among BGC PARTNERS, INC., BGC GROUP, INC., BGC HOLDINGS, L.P., BGC GP, LLC, BGC PARTNERS II, INC., BGC PARTNERS II, LLC, BGC HOLDINGS MERGER SUB, LLC and solely for purposes of Section 5.6, Section 5.10, Section 5.11, Section 6.1, Section 6.4, Section 7.1(f), Section 7.3 and Article VIII, CANTOR FITZGERALD, L.P. Dated as of |
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November 16, 2022 |
Exhibit 55 JOINT FILING AGREEMENT JOINT FILING AGREEMENT, dated as of this 16th day of November, 2022, among Cantor Fitzgerald, L. |
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November 16, 2022 |
EX-99.1 Exhibit 99.1 BGC Partners Announces Corporate Conversion Agreement, New Company Name “BGC Group” And New Ticker Symbol “BGC” In Connection With Its Conversion Into a Corporate Structure NEW YORK, NY – November 16, 2022 – BGC Partners, Inc. (Nasdaq: BGCP) (“BGC Partners” or “BGC” or the “Company”), a leading global brokerage and financial technology company, today announced that it had ente |
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November 16, 2022 |
EX-10.1 EXECUTION VERSION Exhibit 10.1 SUPPORT AGREEMENT This SUPPORT AGREEMENT, dated as of November 15, 2022 (this “Agreement”), is made by and between BGC Partners, Inc., a Delaware corporation (“BGC Partners”), and Cantor Fitzgerald, L.P., a Delaware limited partnership (“Cantor”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Co |
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November 16, 2022 |
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): November 15, 2022 BGC Partners, Inc. (Exact name of registrant as specified in its charter) Delaware 0-28191 13-4063515 (State or other jurisdiction of incorporation or organization) |
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November 16, 2022 |
BGCP / BGC Partners, Inc. / CANTOR FITZGERALD, L. P. - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Information To Be Included in Statements Filed Pursuant to Rules 13d-1(a) and Amendments Thereto Filed Pursuant to 13d-2(a) (Amendment No. 14)* BGC Partners, Inc. (Name of issuer) Class A Common Stock, par value $0.01 per share (Title of class of securities) 05541T 10 1 (CUSIP Number) Stephen M. Merkel, E |
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November 8, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Numbers: 0-28191 BGC Partners, Inc. (Exact name of registrant as spe |
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November 7, 2022 |
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): November 7, 2022 BGC Partners, Inc. (Exact name of Registrant as specified in its charter) Delaware 0-28191 13-4063515 (State or other jurisdiction of incorporation) (Commission File |
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November 2, 2022 |
EXHIBIT 99.1 NEW YORK ? November 2, 2022 ? BGC Partners, Inc. (Nasdaq: BGCP) ("BGC Partners" or "BGC" or the "Company"), a leading global brokerage and financial technology company, today reported its financial results for the quarter ended September 30, 2022. Howard W. Lutnick, Chairman and CEO of BGC Partners: "Our pre-tax earnings margin expanded by over 800 basis points and our pre-tax Adjuste |
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November 2, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): November 2, 2022 BGC Partners, Inc. (Exact name of Registrant as specified in its charter) Delaware 0-28191 13-4063515 (State or other jurisdiction of incorporation) (Commission File |
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September 29, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): September 29, 2022 BGC Partners, Inc. (Exact name of Registrant as specified in its charter) Delaware 0-28191 13-4063515 (State or other jurisdiction of incorporation) (Commission Fil |
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September 29, 2022 |
BGC Partners Updates its Outlook for the Third Quarter of 2022 Exhibit 99.1 BGC Partners Updates its Outlook for the Third Quarter of 2022 NEW YORK, NY ? September 29, 2022 ? BGC Partners, Inc. (Nasdaq: BGCP) (?BGC Partners? or ?BGC? or the ?Company?), a leading global brokerage and financial technology company, today announced that it has updated its outlook for the quarter ending September 30, 2022. Updated Outlook BGC?s revenue for the third quarter of 202 |
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August 12, 2022 |
BGC PARTNERS, INC. Up to $300,000,000 of Shares Class A Common Stock Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-253987 PROSPECTUS BGC PARTNERS, INC. Up to $300,000,000 of Shares of Class A Common Stock We have entered into a Controlled Equity OfferingSM sales agreement, dated August 12, 2022, with Cantor Fitzgerald & Co., which we refer to as the ?2022 sales agreement,? relating to the shares of our Class A common stock, par value $0.01 |
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August 12, 2022 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events 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): August 12, 2022 BGC Partners, Inc. (Exact name of registrant as specified in its charter) Delaware 0-28191 13-4063515 (State or other jurisdiction of incorporation or organization) (C |
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August 12, 2022 |
Exhibit 1.1 BGC PARTNERS, INC. UP TO $300,000,000 OF SHARES OF CLASS A COMMON STOCK CONTROLLED EQUITY OFFERINGSM SALES AGREEMENT August 12, 2022 CANTOR FITZGERALD & CO. 499 Park Avenue New York, NY 10022 Ladies and Gentlemen: BGC PARTNERS, INC., a Delaware corporation (the ?Company?), confirms its agreement (this ?Agreement?) with CANTOR FITZGERALD & CO. (?CF&Co? and, together with the Company, th |
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August 8, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Numbers: 0-28191 BGC Partners, Inc. (Exact name of registrant as specifie |
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August 3, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): August 3, 2022 BGC Partners, Inc. (Exact name of Registrant as specified in its charter) Delaware 0-28191 13-4063515 (State or other jurisdiction of incorporation) (Commission File Nu |