Windeatt Sean A 4
Accession 0001437749-26-001944
Filed
Jan 22, 7:00 PM ET
Accepted
Jan 23, 5:20 PM ET
Size
6.9 KB
Accession
0001437749-26-001944
Research Summary
AI-generated summary of this filing
BGC (BGC) COO & Co‑CEO Sean Windeatt Sells 246,360 Shares
What Happened
Sean A. Windeatt, COO and Co‑CEO of BGC Group, Inc. (BGC), disposed of 246,360 shares of BGC Class A common stock to the company on January 22, 2026. The shares were repurchased at $9.17 per share (the Nasdaq closing price that day) for a total of $2,259,121. The transaction was a disposition to the issuer (company buyback), approved by the Audit Committee and Compensation Committee and completed under BGC’s existing repurchase authorization; it is exempt under Rule 16b‑3.
Key Details
- Transaction date: January 22, 2026; Filing date (Form 4): January 23, 2026 (timely filing).
- Price: $9.17 per share; Total value: $2,259,121.
- Transaction type/code: Disposition to issuer (repurchase by company).
- Shares owned after transaction: The Form 4 does not state free‑float share ownership after the repurchase.
- Notable footnotes: Company repurchased the shares at the Nasdaq closing price; repurchase was approved by Audit and Compensation Committees and made under the company’s repurchase authorization (exempt under Rule 16b‑3).
- Holdings disclosed in filing: 462,264 restricted stock units (RSUs) remain outstanding as contingent rights to receive shares, with specified vesting schedules and revenue vesting conditions (see filing footnotes for breakdown).
Context
This was a sale back to the company (share repurchase), not an open‑market sale. Repurchases to the issuer are often administrative (e.g., selling shares back for cash) and are treated differently from market sales; they do not by themselves indicate management’s market view. The filing was submitted promptly the next day and includes detailed RSU vesting conditions.
Insider Transaction Report
- Disposition to Issuer
Class A Common Stock, par value $0.01 per share
[F1][F2][F3]2026-01-22$9.17/sh−246,360$2,259,121→ 462,264 total
Footnotes (3)
- [F1]On January 22, 2026, BGC Group, Inc. (the "Company") repurchased an aggregate of 246,360 shares of the Company's Class A common stock, par value $0.01 per share ("Class A Common Stock"), from the reporting person. The sale price was the closing price per share of a share of the Class A Common Stock on the Nasdaq Global Select Market on January 22, 2026. The transaction was approved by the Audit Committee and Compensation Committee of the Board of Directors of the Company and was made pursuant to the Company's existing stock repurchase authorization and is exempt pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended.
- [F2]Includes restricted stock units that each represent a contingent right to receive one share of Class A Common Stock ("RSUs") which were previously granted to the reporting person under the BGC Group, Inc. Long Term Incentive Plan., consisting of: (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) 48,076 RSUs which will vest ratably on each of April 1, 2026, 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,
- [F3](continued from Footnote 2) (iii) 131,053 RSU-LLPs 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, 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, 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.
Signature
Documents
Issuer
BGC Group, Inc.
CIK 0001094831
Related Parties
1- filerCIK 0001450108
Filing Metadata
- Form type
- 4
- Filed
- Jan 22, 7:00 PM ET
- Accepted
- Jan 23, 5:20 PM ET
- Size
- 6.9 KB