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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): August 27, 2025
BGC
Group, Inc.
(Exact
name of Registrant as specified in its charter)
| Delaware |
|
001-35591 |
|
86-3748217 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File Number) |
|
(I.R.S.
Employer
Identification
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)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Class A
Common Stock, $0.01 par value |
|
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
8.01. Other Events.
On
August 27, 2025, BGC Group, Inc. (the “Registrant” or “BGC”) issued a press release announcing an offer to
exchange up to $700.0 million aggregate principal amount of its outstanding 6.150% Senior Notes due 2030 for an equivalent amount of
its 6.150% Senior Notes due 2030 registered under the Securities Act of 1933, as amended.
A
copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated by reference herein.
Discussion
of Forward-Looking Statements About BGC
Statements
in this report and in the press release in Exhibit 99.1 to this report 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 additional
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.
Item 9.01.
Financial Statements and Exhibits.
(d)
Exhibits.
The
exhibit index set forth below is incorporated by reference in response to this Item 9.01.
EXHIBIT
INDEX
| Exhibit
No. |
|
Description |
| |
|
|
| 99.1 |
|
BGC Group, Inc. press release dated August 27, 2025 |
| |
|
| 104 |
|
The cover page from this Current Report on Form 8-K, formatted in Inline XBRL |
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:
August 27, 2025 |
By: |
/s/
Jason W. Hauf |
| |
Name: |
Jason
W. Hauf |
| |
Title: |
Chief
Financial Officer |
[Signature page to BGC
Group, Inc. Form 8-K regarding the
launch of the exchange
offer for its 6.150% Senior Notes due 2030]
