Hauf Jason W. 4

What Happened
Jason W. Hauf, Chief Financial Officer of BGC Group, received a grant of 42,835 restricted stock units (RSUs) on April 1, 2026. On the same date, 15,680 of those RSUs vested; the company withheld 6,320 shares to cover tax obligations (reported as a disposition at $9.84 per share, totaling $62,189) and issued the remaining 9,360 shares to Hauf. The full RSU grant was made under the BGC Group, Inc. Long Term Incentive Plan.

Key Details

• Transaction date and filing: April 1, 2026 (Form 4 filed 2026-04-01). Filing appears timely.
• Grant: 42,835 RSUs (code A — Award/Grant). Price: N/A for RSU grants.
• Vesting/issuance: 15,680 RSUs vested on 4/1/2026; 9,360 shares issued to Hauf.
• Tax withholding: 6,320 shares withheld (code F — payment of exercise price/tax liability) at $9.84 per share = $62,189 reported as disposed. This is a tax-withholding event, not an open-market sale.
• Shares/RSUs held after transaction (per filing): 9,360 shares held directly; 6,808 RSUs vesting July 1, 2033; 24,020 RSUs vesting ratably on Apr 1, 2027–2029; and 30,688 RSUs vesting ratably on Apr 1, 2027–2030 (these reflect the reporting person’s post-transaction holdings/vesting schedules as reported).
• Notable vesting condition: RSUs generally vest ratably (one-fifth per year for five years for the new grant) and are contingent on continued service and the company (and affiliates) generating at least $5 million in gross revenues in the quarter in which each vesting occurs.

Context
RSUs are compensation awards that convert into shares when they vest; the withholding of shares to cover taxes is a routine administrative action and not a market sale indicating a change in insider sentiment. The award and vesting are subject to service and revenue-performance conditions, so transfer of value only occurs if those conditions are met.