Windeatt Sean A 4

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.