UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~November~~ 12December 29, 2025

BGC Group, Inc.

(Exact name of Registrant as specified in its charter)

Delaware	~~001-35591~~	001-35591	~~86-3748217~~	86-3748217
(State or other jurisdiction of incorporation)	(Commission File Number)		(I.R.S. Employer Identification No.)
(State or other jurisdictionof incorporation)		(CommissionFile Number)		(I.R.S. EmployerIdentification No.)

499 Park Avenue, New York, NY 10022

(Address of principal executive offices)

Registrant’s telephone number, including area code: (212) 610-2200

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

~~Trading Symbol(s)~~

~~Name of each exchange on which registered~~

TradingSymbol(s)

Name of each exchange on which registered

Class A Common Stock, $0.01 par value

~~BGC~~

~~The Nasdaq Stock Market LLC~~

BGC

The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


			☐			Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 57.0701. ~~Submission~~Regulation ofFD ~~Matters to a Vote of Security Holders~~Disclosure.

~~The~~On December 29, 2025, ~~annual~~BGC ~~meeting~~Group, ofInc. ~~stockholders~~ (the “~~Annual~~Registrant,” ~~Meeting~~“we,”~~) of~~ “us,” “BGC Group,” ~~Inc.~~“BGC,” (or the “Company”) ~~was~~issued ~~held~~a onpress ~~November~~release 12announcing that it has updated its outlook for the quarter ending December 31, 2025. ~~The~~A ~~following~~copy ~~matters~~of ~~were~~the ~~voted~~press release is attached as Exhibit 99.1 to this Current Report on atForm ~~the~~8-K ~~Annual~~and ~~Meeting:~~is incorporated by reference herein.

(The information in this Item 7.01 and Exhibit 99.1) ~~The~~attached ~~election~~to this Current Report on Form 8-K are being furnished under Item 7.01 of ~~six~~Form ~~directors~~8-K. toSuch ~~hold~~information ~~office~~shall ~~until~~not be deemed “filed” for purposes of Section 18 of the ~~next~~Securities ~~annual~~Exchange ~~meeting~~Act of ~~stockholders~~1934, ~~and~~as ~~until~~amended ~~their~~(the ~~respective~~“Exchange ~~successors~~Act”), ~~have~~or ~~been~~otherwise ~~duly~~subject ~~elected~~to ~~and~~the ~~qualified;~~liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

~~(2)~~Discussion ~~The ratification~~ of ~~the~~Forward-Looking ~~appointment~~Statements ofabout ~~Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025; and~~BGC

~~(3)~~Statements ~~The~~in ~~approval,~~this Current Report on anForm ~~advisory~~8-K ~~basis~~regarding BGC that are not historical facts are “forward-looking statements” that involve risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements. These include statements about BGC’s business, results, financial position, liquidity and outlook, which may constitute forward-looking statements and are subject to the risk that the actual impact may differ, possibly materially, from what is currently expected. Except as required by law, BGC undertakes no obligation to update any forward-looking statements. For a discussion of ~~executive~~additional ~~compensation~~risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see BGC’s Securities and Exchange Commission filings, including, but not limited to, the risk factors and Special Note on Forward-Looking Information set forth in these filings and any updates to such risk factors and Special Note on Forward-Looking Information contained in subsequent reports on Form 10-K, Form 10-Q or Form 8-K.

~~For~~Item ~~more~~9.01. ~~information~~Financial ~~about~~Statements ~~the~~and ~~foregoing proposals, see the proxy statement for the Annual Meeting~~Exhibits.

At(d) the Annual Meeting, holders of Class A common stock were entitled to one vote per share, holders of the Company’s Class B common stock were entitled to 10 votes per share, and the two classes voted together as a single class on each of the matters submitted to a vote of stockholdersExhibits. The aggregate number of Class A and Class B votes cast for and against and withheld votes, abstentions and broker non-votes with respect to each matter voted upon at the Annual Meeting are set forth below:

~~Proposal~~The 1exhibit -index ~~Election~~set offorth ~~Directors~~below is incorporated by reference in response to this Item 9.01.

Directors	For		Withheld		Broker Non- Votes
Stephen M. Merkel		1,292,684,176		67,414,037		46,010,743
Brandon G. Lutnick		1,267,043,563		93,054,650		46,010,743
David P. Richards		1,284,870,340		75,227,873		46,010,743
Arthur U. Mbanefo		1,258,261,110		101,837,103		46,010,743
Linda A. Bell		1,281,073,248		79,024,965		46,010,743
Willam D. Addas		1,288,224,570		71,873,643		46,010,743

EXHIBIT INDEX

The six nominees were elected to the Board of Directors and will serve as directors until the Company’s next annual meeting and until their respective successors have been duly elected and qualified.


Exhibit Number						Description

99.1						BGC Group, Inc. press release dated December 29 , 2025

104						The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

~~Proposal 2 – Ratification of appointment of independent registered public accounting firm~~SIGNATURES

For				Against				Abstain
	1,404,237,112				1,727,339				144,505

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

Stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending

BGC Group, Inc.

Date: December 29, 2025

By:

/S/ SEAN A. WINDEATT

Name:

Sean A. Windeatt

Title:

Co-Chief Executive Officer

[Signature Page to Form 8-K, dated December 29, 312025, regarding updated outlook for fourth quarter 2025.]

Proposal 3 – Approval, on an advisory basis, of executive compensation

For				Against				Abstain				Broker Non- Votes
	1,271,561,308				87,355,388				1,181,517				46,010,743

Stockholders approved, on an advisory basis, the Company’s executive compensation.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

	BGC Group, Inc.
Date: November 13, 2025	By:	/s/ Sean A. Windeatt
	Name:	Sean A. Windeatt
	Title:	Co-Chief Executive Officer

[Signature Page to Form 8-K regarding action taken at the Company’s 2025

Annual Meeting of Stockholders]

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