Chairman Brandon G. Lutnick - 06 Oct 2025 Form 4 Insider Report for BGC Group, Inc. (BGC)

Footnote F1

On October 6, 2025, the reporting person, through trusts for which he is trustee with decision making control, closed the purchase of all of the voting shares of CF Group Management, Inc. ("CFGM"), which is the Managing General Partner of Cantor Fitzgerald, L.P. ("CFLP"), from Howard W. Lutnick, in Howard W. Lutnick's capacity as trustee of certain trusts. Following the close of the transaction, the reporting person has beneficial ownership of the 93,340,477 shares of Class B Common Stock, par value $0.01 per share ("Class B Common Stock"), of BGC Group, Inc. (the "Company") held by CFLP and the 2,972,524 shares of Class B Common Stock held by CFGM. The aggregate purchase price of the voting shares of CFGM was $200,000.

Footnote F2

On October 6, 2025, in a transaction effective concurrently with the transaction described in footnote (1), the reporting person, through trusts for which he is trustee with decision making control, closed the purchase of all of the outstanding equity interests in KBCR Management Partners, LLC ("KBCR") and Tangible Benefits, LLC ("Tangible Benefits"), from Howard W. Lutnick, in Howard W. Lutnick's capacity as trustee of certain trusts. The reporting person had previously reported beneficial ownership of the 2,335,967 shares of Class B Common Stock and the 600,938 shares of Class A Common Stock, par value $0.01 per share ("Class A Common Stock") of the Company held by KBCR, and the 1,610,182 shares of Class B Common Stock held by Tangible Benefits because of the reporting person's position as the manager of each of these entities. The aggregate purchase price of the equity interests of KBCR and Tangible Benefits was $13,096,795.70.

Footnote F3

On October 6, 2025, in a transaction effective immediately after the transaction described in footnote (1), CFLP closed the purchase of 8,973,721 shares of Class B Common Stock from Howard W. Lutnick. The price per share for the purchase was $9.2082 (equal to the 3-day volume weighted average price of the Company's Class B Common Stock on the Nasdaq Global Select Market on May 14, May 15 and May 16, 2025), reduced by $0.032 per share, which is equal to the amount of the after-tax portion of the (i) dividends declared on such shares of Class A Common Stock but unpaid and with record dates between May 16, 2025 and the transaction date that are payable to Howard W. Lutnick and (ii) dividends paid on such shares of Class B Common Stock to Howard W. Lutnick between May 16, 2025 and the transaction date.

Footnote F4

The reporting person also has indirect beneficial ownership of 173,035 shares of Class B Common Stock held by LFA, LLC ("LFA").

Footnote F5

Consists of 1,978,568 shares of Class A Common Stock held indirectly, consisting of (i) 600,938 shares of Class A Common Stock held by KBCR, (ii) 50,240 shares of Class A Common Stock held by LFA, (iii) 796,850 shares of Class A Common Stock held by various trust accounts for the benefit of the descendants of Mr. Howard W. Lutnick and his immediate family, and (iv) 530,540 shares of Class A Common Stock held by various other trust accounts for the benefit of Mr. Howard W. Lutnick's immediate family.

Footnote F6

The shares of Class B Common Stock are convertible at any time on a one-for-one basis (subject to adjustment) into shares of Class A Common Stock.

Footnote F7

CFGM is the Managing General Partner of CFLP and KBCR is a non-managing General Partner of CFLP. Securities held by CFGM and CFLP are included on this report because the reporting person is the Chairman and Chief Executive Officer and also the trustee with decision making control of trusts that hold all of the voting shares of CFGM. Securities held by KBCR, Tangible Benefits, and LFA are included on this report because of the reporting person's position as the manager of each entity and through the reporting person's control of KBCR and Tangible Benefits as trustee with decision making control of trusts which hold all of the issued and outstanding equity interests of KBCR and Tangible Benefits.

Footnote F8

(Continued from Footnote 7) Securities held by the trusts described in this report are included on this report because (i) the beneficiaries of such trusts include the reporting person and/or members of his immediate family, and (ii) of the reporting person's position as trustee with decision making control. The reporting person disclaims beneficial ownership of all securities held by CFGM, CFLP, KBCR, Tangible Benefits, and LFA in excess of his pecuniary interest, if any, and this report shall not be deemed an admission that he is the beneficial owner of, or has pecuniary interest in, any such excess securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.