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BGC Group (BGC) COO granted 268,498 RSUs, nets 6,370 new shares

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

BGC Group, Inc. reported that COO and Co-CEO Sean A. Windeatt received a grant of 268,498 restricted stock units (RSUs) on April 1, 2026 under the company’s Long Term Incentive Plan. Each RSU represents one share of Class A common stock and is scheduled to vest on April 1, 2029, contingent on continued service and the company generating at least $5 million in gross revenues for the quarter in which vesting occurs.

On the same date, 12,019 previously granted RSUs vested, leading to issuance of 6,370 shares of Class A common stock to Windeatt after 5,649 shares were withheld to cover taxes at $9.84 per share. Following these transactions, he holds 725,113 shares directly, along with additional unvested RSUs scheduled to vest between 2027 and 2033 subject to similar service and revenue conditions.

Positive

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Negative

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Insider Windeatt Sean A
Role COO and Co-CEO
Type Security Shares Price Value
Grant/Award Class A Common Stock, par value $0.01 per share 268,498 $0.00 --
Tax Withholding Class A Common Stock, par value $0.01 per share 5,649 $9.84 $56K
Holdings After Transaction: Class A Common Stock, par value $0.01 per share — 730,762 shares (Direct)
Footnotes (1)
  1. On April 1, 2026, BGC Group, Inc. (the "Company") granted the reporting person 268,498 restricted stock units ("RSUs") under the BGC Group, Inc. Long Term Incentive Plan. Each RSU represents a contingent right to receive one share of the Company's Class A common stock, par value $0.01 ("Class A Common Stock"). The RSUs shall vest on April 1, 2029, provided that the reporting person remains a member of and in good standing with BGC Services (Holdings) LLP, a wholly owned subsidiary of the Company, through the vesting date and contingent upon the Company generating at least $5 million in gross revenues for the quarter in which the vesting occurs. The grant was approved by the Compensation Committee of the Board of Directors of the Company and is exempt pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended. On April 1, 2026, pursuant to the vesting schedule of the RSUs previously granted to the reporting person, 12,019 RSUs became vested and issuable as Class A Common Stock to the reporting person. The reported transaction involved the withholding by the Company of 5,649 shares of Class A Common Stock for taxes. The remaining 6,370 shares of Class A Common Stock were issued to the reporting person. Includes 6,370 shares held directly following the vesting schedule described in footnote 2. Also includes: (i) 210,037 RSUs which will vest on July 1, 2033, provided that the reporting person remains employed through such vesting date, and contingent upon the Company generating at least $5 million in revenue for the quarter in which the vesting occurs, (ii) 36,057 RSUs which will vest ratably on each of April 1, 2027, 2028 and 2029 provided that the reporting person is still substantially providing services exclusively for the Company or any of its affiliates through the applicable vesting date, and contingent upon the Company generating at least $5 million in gross revenues for the quarter in which the vesting occurs, (continued from Footnote 4) (iii) 131,053 RSUs that will vest on April 1, 2027, provided that the reporting person remains a member of and in good standing with BGC Services (Holdings) LLP through the vesting date and contingent upon the Company generating at least $5 million in gross revenues for the quarter in which the vesting occurs, and (iv) 73,098 RSUs that will vest on April 1, 2028, provided that the reporting person remains a member of and in good standing with BGC Services (Holdings) LLP, through the vesting date and contingent upon the Company generating at least $5 million in gross revenues for the quarter in which the vesting occurs.
New RSU grant 268,498 RSUs Granted April 1, 2026 under Long Term Incentive Plan
RSUs vested 12,019 RSUs Previously granted RSUs vested April 1, 2026
Shares withheld for taxes 5,649 shares at $9.84 Tax withholding on April 1, 2026 vesting
Net shares issued 6,370 shares Issued to reporting person from 12,019 vested RSUs
Shares held after transactions 725,113 shares Direct Class A common stock holdings following April 1, 2026
RSUs vesting July 1, 2033 210,037 RSUs Subject to continued employment and $5M quarterly revenue
RSUs vesting ratably 2027–2029 36,057 RSUs Vest on April 1, 2027, 2028 and 2029 with conditions
RSUs vesting 2027–2028 131,053 and 73,098 RSUs Vesting on April 1, 2027 and April 1, 2028 with conditions
restricted stock units ("RSUs") financial
"granted the reporting person 268,498 restricted stock units ("RSUs") under the BGC Group, Inc. Long Term Incentive Plan"
Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.
Long Term Incentive Plan financial
"granted the reporting person 268,498 restricted stock units ("RSUs") under the BGC Group, Inc. Long Term Incentive Plan"
A long term incentive plan is a company program that awards executives and key employees bonuses—often in stock, options, or cash—only if the business meets multi-year performance goals. It links management pay to company results—like tying a coach’s bonus to a team’s multi-season record—so investors monitor it for how leaders are motivated, potential share dilution, and signals about the company’s long-term priorities.
gross revenues financial
"contingent upon the Company generating at least $5 million in gross revenues for the quarter in which the vesting occurs"
Rule 16b-3 regulatory
"The grant was approved by the Compensation Committee of the Board of Directors of the Company and is exempt pursuant to Rule 16b-3 under the Securities Exchange Act of 1934"
Rule 16b-3 is a Securities and Exchange Commission regulation that exempts certain routine, pre-approved transactions by company insiders from automatic liability for short-term trading profits. It acts like a safe harbor: if an insider follows a formal plan or the board approves specific transactions in advance, profits from buying and selling company stock within six months are not automatically reclaimed. Investors care because the rule clarifies when insider trades are permissible and reduces uncertainty about potential clawbacks.
vesting schedule financial
"pursuant to the vesting schedule of the RSUs previously granted to the reporting person, 12,019 RSUs became vested"
A vesting schedule is a timeline that determines when someone gains full ownership of certain benefits, such as company stock or retirement contributions. Think of it like earning the right to own a gift gradually over time, rather than receiving it all at once. It matters to investors because it affects when they can fully access or sell these benefits, influencing their financial planning and decision-making.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Windeatt Sean A
(Last)(First)(Middle)
C/O BGC GROUP, INC.
499 PARK AVENUE
(Street)
NEW YORK NEW YORK 10022
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
BGC Group, Inc. [ BGC ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
COO and Co-CEO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Class A Common Stock, par value $0.01 per share04/01/2026A268,498A(1)730,762(1)D
Class A Common Stock, par value $0.01 per share04/01/2026F(2)5,649D$9.84725,113(2)(3)(4)(5)D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. On April 1, 2026, BGC Group, Inc. (the "Company") granted the reporting person 268,498 restricted stock units ("RSUs") under the BGC Group, Inc. Long Term Incentive Plan. Each RSU represents a contingent right to receive one share of the Company's Class A common stock, par value $0.01 ("Class A Common Stock"). The RSUs shall vest on April 1, 2029, provided that the reporting person remains a member of and in good standing with BGC Services (Holdings) LLP, a wholly owned subsidiary of the Company, through the vesting date and contingent upon the Company generating at least $5 million in gross revenues for the quarter in which the vesting occurs. The grant was approved by the Compensation Committee of the Board of Directors of the Company and is exempt pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended.
2. On April 1, 2026, pursuant to the vesting schedule of the RSUs previously granted to the reporting person, 12,019 RSUs became vested and issuable as Class A Common Stock to the reporting person. The reported transaction involved the withholding by the Company of 5,649 shares of Class A Common Stock for taxes. The remaining 6,370 shares of Class A Common Stock were issued to the reporting person.
3. Includes 6,370 shares held directly following the vesting schedule described in footnote 2.
4. Also includes: (i) 210,037 RSUs which will vest on July 1, 2033, provided that the reporting person remains employed through such vesting date, and contingent upon the Company generating at least $5 million in revenue for the quarter in which the vesting occurs, (ii) 36,057 RSUs which will vest ratably on each of April 1, 2027, 2028 and 2029 provided that the reporting person is still substantially providing services exclusively for the Company or any of its affiliates through the applicable vesting date, and contingent upon the Company generating at least $5 million in gross revenues for the quarter in which the vesting occurs,
5. (continued from Footnote 4) (iii) 131,053 RSUs that will vest on April 1, 2027, provided that the reporting person remains a member of and in good standing with BGC Services (Holdings) LLP through the vesting date and contingent upon the Company generating at least $5 million in gross revenues for the quarter in which the vesting occurs, and (iv) 73,098 RSUs that will vest on April 1, 2028, provided that the reporting person remains a member of and in good standing with BGC Services (Holdings) LLP, through the vesting date and contingent upon the Company generating at least $5 million in gross revenues for the quarter in which the vesting occurs.
/s/ Sean A. Windeatt04/01/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What equity award did BGC (BGC) grant to Sean A. Windeatt?

BGC granted Sean A. Windeatt 268,498 restricted stock units (RSUs). Each RSU represents one share of Class A common stock, vesting on April 1, 2029, if service and $5 million quarterly gross revenue conditions are met.

How many BGC (BGC) RSUs vested for Sean A. Windeatt on April 1, 2026?

On April 1, 2026, 12,019 previously granted RSUs vested for Sean A. Windeatt. From these, 6,370 shares of Class A common stock were issued and 5,649 shares were withheld by the company to satisfy tax obligations.

How many BGC (BGC) shares were withheld for Sean A. Windeatt’s taxes?

BGC withheld 5,649 shares of Class A common stock for Sean A. Windeatt’s taxes. The withholding price was $9.84 per share, leaving 6,370 shares issued to him from the 12,019 vested RSUs.

What are the key vesting conditions for Sean A. Windeatt’s new BGC (BGC) RSUs?

The 268,498 new RSUs vest on April 1, 2029 if Windeatt remains in good standing with BGC Services (Holdings) LLP and BGC generates at least $5 million in gross revenues in the quarter when vesting occurs.

What is Sean A. Windeatt’s BGC (BGC) shareholding after these transactions?

After the April 1, 2026 transactions, Sean A. Windeatt directly holds 725,113 shares of BGC Class A common stock. This includes 6,370 newly issued shares from vested RSUs, plus his prior holdings as reflected in the filing.

What additional unvested BGC (BGC) RSUs does Sean A. Windeatt hold?

Windeatt also holds unvested RSUs, including 210,037 vesting July 1, 2033, 36,057 vesting ratably in 2027–2029, 131,053 vesting April 1, 2027, and 73,098 vesting April 1, 2028, all subject to continued service and $5 million quarterly revenue thresholds.