Sec Form 4 Filing - Windeatt Sean A @ BGC Group, Inc. - 2024-04-01

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED 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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Windeatt Sean A 2. Issuer Name and Ticker or Trading Symbol BGC Group, Inc. [ BGC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Operating Officer (Last) (First) (Middle) C/O BGC GROUP, INC., 499 PARK AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 04/01/2024 (Street) NEW YORK, NY10022 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Class A Common Stock, par value $0.01 per share 04/01/2024 A 131,053 A 739,529 ( 1 ) ( 3 ) D Class A Common Stock, par value $0.01 per share 04/01/2024 A 60,095 A 799,624 ( 2 ) ( 3 ) 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Windeatt Sean A C/O BGC GROUP, INC. 499 PARK AVENUE NEW YORK, NY10022 Chief Operating Officer Signatures /s/ Sean A. Windeatt 04/04/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On April 1, 2024, BGC Group, Inc. (the "Company") granted the reporting person 131,053 restricted stock units ("RSU-LLPs") under the BGC Group, Inc. Long Term Incentive Plan (the "LTIP"). Each RSU-LLP 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 RSU-LLPs shall vest on April 1, 2027, 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 (the "Compensation Committee") and is exempt pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). ( 2 )On April 1, 2024, the Company granted the reporting person 60,095 restricted stock units ("RSUs") under the LTIP. Each RSU represents a contingent right to receive one share of Class A Common Stock. The RSUs shall vest ratably one-fifth (1/5th) on each of the first (1st) through fifth (5th) anniversaries of the grant date, 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. The grant was approved by the Compensation Committee and is exempt pursuant to Rule 16b-3 under the Exchange Act. ( 3 )Includes (i) 158,449 unrestricted shares of Class A Common Stock held directly by the reporting person; (ii) 239,990 RSAs that will vest on April 1, 2025 provided that the reporting person remains employed through such vesting date, and subject to other obligations as set forth in the applicable award agreement, and (iii) 210,037 previously granted 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.

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).

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