Form 8-K - Current report

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): February 18, 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)

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

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

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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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Howard Lutnick Confirmed as 41st United States Secretary of Commerce; Steps Down as BGC Group Chairman of the Board and Chief Executive Officer

On February 18, 2025, Howard Lutnick, Chairman of the Board of Directors (the “Board”) and Chief Executive Officer of BGC Group, Inc. (“BGC” or the “Company”), informed the Company that he has stepped down as Chairman of the Board and Chief Executive Officer of the Company, effective February 18, 2025, as a result of his confirmation by the United States Senate as the 41st Secretary of Commerce. Howard Lutnick’s departure was not the result of any dispute or disagreement with the Company or the Board.

The Company issued a press release regarding Howard Lutnick’s confirmation as the 41st Secretary of Commerce. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Brandon Lutnick Appointed to Board of Directors

On February 18, 2025, the Board appointed Brandon Lutnick to serve as a member of the Board, effective February 18, 2025, for a term to expire at the earlier of the 2025 Annual Meeting of Stockholders of the Company, or until his successor is duly elected and qualified. Brandon Lutnick will not be appointed to any Committees of the Board.

Brandon Lutnick, age 27, is Chief Executive Officer and Chairman of Cantor Fitzgerald, L.P. (“Cantor”), our controlling stockholder, and Cantor Fitzgerald Securities, and Chief Executive Officer of CF Group Management, Inc., the managing general partner of Cantor (“CFGM”). Brandon joined Cantor in 2022 and most recently has worked in the Office of the Chairman, managing strategy and overseeing other special projects relating to Cantor and its affiliates. Since 2024, Brandon Lutnick has also served as the Chairman and Chief Executive Officer of Cantor’s special purpose acquisition companies, commonly referred to as SPACs, including Cantor Equity Partners, Inc. and Cantor Equity Partners I, Inc. Brandon Lutnick joined Cantor in 2022 in equity sales and trading. Prior to his positions at Cantor, Brandon Lutnick began his career as a Credit Analyst at Oak Hill Advisors, L.P. In 2021, Brandon Lutnick graduated from Stanford University with a Bachelor’s degree in Symbolic Systems.

Brandon Lutnick is the son of our former Chief Executive Officer and Chairman Howard Lutnick, and has no family relationships with any of our current officers or directors. There are no arrangements or understandings between Brandon Lutnick and any other person pursuant to which he was selected as a director. Brandon Lutnick does not have any interests requiring disclosure under Item 404(a) of Regulation S-K.

Brandon Lutnick will not receive any compensation for his service on the Board.

The Company issued a press release regarding the appointment of Brandon Lutnick. A copy of the press release is filed as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated by reference herein.

Stephen Merkel Appointed to Board of Directors and Chairman of the Board of Directors

On February 18, 2025, the Board appointed Stephen Merkel, our Executive Vice President and General Counsel, to serve as a member of the Board, effective February 18, 2025, for a term to expire at the earlier of the 2025 Annual Meeting of Stockholders of the Company, or until his successor is duly elected and qualified. Additionally, the Board appointed Mr. Merkel to serve as Chairman of the Board. Mr. Merkel will not be appointed to any Committees of the Board.

Stephen Merkel, age 66, has served as our Executive Vice President and General Counsel since 2001, which positions will not change as a result of his appointment to the Board. He is also on the Board of Directors of our FMX business. Mr. Merkel is Executive Vice Chairman, Executive Managing Director, and General Counsel for the Cantor group of companies, including Cantor, CFGM and Cantor Fitzgerald & Co. Mr. Merkel has been Chief Legal Officer, Executive Vice President and Assistant Corporate Secretary of Newmark Group, Inc. (“Newmark”) since 2019. Mr. Merkel also holds offices at and provides services to various other affiliates of Cantor and provides services to BGC’s and Newmark’s operating partnerships and subsidiaries, as applicable. Prior to joining Cantor in 1993, Mr. Merkel was Vice President and Assistant General Counsel at Goldman Sachs & Co., dedicated to the J. Aron Division, and prior to that, he was an associate with the law firm of Paul, Weiss, Rifkind, Wharton & Garrison. Prior to that, he was a law clerk for the Honorable Irving R. Kaufman of the U.S. Court of Appeals for the Second Circuit. Mr. Merkel received a Bachelor’s degree with a major in History and Sociology of Science from the University of Pennsylvania and received his law degree from the University of Michigan Law School.

Mr. Merkel is currently on the Board of Trustees of the Brooklyn Botanic Garden and on the Board of Directors of the Brooklyn Bridge Park Corporation. He was a founding member of the Wholesale Markets Brokers’ Association for the Americas.

There are no family relationships between any of the Company’s directors or officers and Mr. Merkel that are required to be disclosed under Item 401(d) of Regulation S-K. Except as previously described in the Company’s Definitive Proxy Statement on Schedule 14A filed with the SEC on August 2, 2024 (“2024 Proxy”) under the heading “Certain Relationships and Related Transactions, and Director Independence,” which information is incorporated herein by reference, Mr. Merkel does not have any interests in any transactions requiring disclosure under Item 404(a) of Regulation S-K. There have been no changes made to Mr. Merkel’s plans, contracts or arrangements with the Company in connection with his appointment to the Board. He will not receive any compensation for his service on the Board.

The Company issued a press release regarding the appointment of Mr. Merkel. A copy of the press release is filed as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated by reference herein.

Co-CEO Appointments

On February 18, 2025, the Board appointed John Abularrage, Jean-Pierre (“JP”) Aubin, and Sean Windeatt as Co-Chief Executive Officers of the Company, effective as of February 18, 2025. Following Howard Lutnick’s departure, Messrs. Abularrage, Aubin, and Windeatt will be the Principal Executive Officers of the Company.

The Company issued a press release regarding the appointments. A copy of the press release is filed as Exhibit 99.3 to this Current Report on Form 8-K and is incorporated by reference herein.

John Abularrage

John Abularrage, age 47, has served as BGC’s Chief Executive Officer of the Americas since 2021, which position he will continue to hold. Mr. Abularrage joined BGC Group in 2021, bringing more than 20 years of financial services experience to the business. He has served as a Global Co-Head of Financial Services Brokerage from 2021 to 2025. Prior to BGC, Mr. Abularrage held various senior positions at TP ICAP plc, a financial services firm, from 2011 to 2021, including Chief Executive Officer of the Americas and Head of Global Brokering. Prior to that, Mr. Abularrage held positions at Collin Stewart, Inc. from 2000 to 2011 including Chief Executive Officer of North America and prior to that Head of Equities. In 1999, Mr. Abularrage graduated from Georgetown University McDonough School of Business with a Bachelor’s degree in Business Administration.

There are no family relationships between any of the Company’s directors or officers and Mr. Abularrage that are required to be disclosed under Item 401(d) of Regulation S-K. Mr. Abularrage does not have any interests in any transactions requiring disclosure under Item 404(a) of Regulation S-K.

Mr. Abularrage’s compensation arrangements are described herein under “John Abularrage Agreements” below.

JP Aubin

JP Aubin, age 56, has served as BGC’s Chief Executive Officer of EMEA since 2008, which position he will continue to hold. He has served as a Global Co-Head of Financial Services Brokerage from 2020 to 2025. Mr. Aubin joined BGC in 2005 and helped drive the company’s rapid expansion in Europe, which included the acquisitions of ETC Pollak in 2005 and Aurel BGC in 2006, of which he was made President in 2012. In 2008, Mr. Aubin was named Global Head for Listed Products. Prior to these positions, from 2008 to 2020, Mr. Aubin was an Executive Managing Director for BGC and from 2005 to 2008, Mr. Aubin was President of the Continental European region for BGC. Prior to his positions at BGC, Mr. Aubin began his career at the Viel-Tradition Group in 1999 after being part of the Barclays Bank student training program. After trading futures and options for 10 years in both London and Paris, he was promoted in 2000 to President and Global Head of Listed Products for Continental Europe. Mr. Aubin has been a member of the board of the French cultural organization Réunion des Musées Nationaux since 2015. In 2022, JP Aubin founded the JP Aubin Family Foundation, a charitable organization which focuses on providing children with access to museums and other cultural opportunities. In 2023, Mr. Aubin was awarded Commandeur des Arts et des Lettres. Mr. Aubin graduated in 1989 from the French business school Ecole d’Administration et de Direction des affaires (EAD) with a Master’s degree in economics.

There are no family relationships between any of the Company’s directors or officers and Mr. Aubin that are required to be disclosed under Item 401(d) of Regulation S-K. Mr. Aubin does not have any interests in any transactions requiring disclosure under Item 404(a) of Regulation S-K.

Mr. Aubin’s compensation arrangements are described herein under “JP Aubin Agreements” below.

Sean Windeatt

Sean A. Windeatt, age 51, has served as BGC’s Chief Operating Officer since 2009, which position he will continue to hold. He has served as a Global Co-Head of Financial Services Brokerage from 2023 to 2025 and Chief Executive Officer of BGC Brokers, L.P. from 2012 to 2025. Prior to that, Mr. Windeatt served as BGC Partners’ Interim Chief Financial Officer from 2018 until 2019. Prior to these positions, Mr. Windeatt was Executive Managing Director and Vice President of BGC Partners from 2007 to 2009 and served as a Director of Cantor Fitzgerald International from 2004 to 2007. Mr. Windeatt also provides services to our operating partnerships and subsidiaries. Mr. Windeatt also served as a Business Manager and member of the finance department of Cantor Fitzgerald International from 1997 to 2003. Mr. Windeatt began his career at United Assurance in 1996. In 1996, Mr. Windeatt graduated from the University of Bedfordshire with a Bachelor’s degree in Business Administration (Finance).

There are no family relationships between any of the Company’s directors or officers and Mr. Windeatt that are required to be disclosed under Item 401(d) of Regulation S-K. Except as previously described in the 2024 Proxy under the heading “Certain Relationships and Related Transactions, and Director Independence,” which information is incorporated herein by reference, Mr. Windeatt does not have any interests in any transactions requiring disclosure under Item 404(a) of Regulation S-K.

Mr. Windeatt’s compensation arrangements are described herein under “Sean Windeatt Amended Deed of Adherence” below.

John Abularrage Agreements

Abularrage Employment Agreement

On February 18, 2025, BGC Financial, L.P. (“BGC Financial”), a subsidiary of the Company, entered into an amended and restated employment agreement with John Abularrage, effective as of February 18, 2025 (the “Abularrage Employment Agreement”). Pursuant to the terms of the Abularrage Employment Agreement, Mr. Abularrage will receive a base salary of $750,000 (“Base Salary”) per year and an annual bonus of $2,500,000 (with the Base Salary, the “Guaranteed Total Compensation”) provided that Mr. Abularrage remains in Good Standing (as defined in the Abularrage Employment Agreement) as described therein. Pursuant to the terms of the Abularrage Employment Agreement, up to twenty-five percent (25%) of Mr. Abularrage’s annual Guaranteed Total Compensation may be awarded in the form of an equity award of restricted stock units (“RSUs”) containing ratable 5-year vesting periods, as determined annually by the Compensation Committee of the Company.

The Abularrage Employment Agreement provides for a term through at least December 31, 2034 (the “Abularrage Employment Term”) except the Company may terminate the Abularrage Employment Term by written notice (i) in the case of disability, 150 days in any period of 285 consecutive days, or (ii) for Cause (as defined therein). Mr. Abularrage shall remain an employee of the Company following the termination of the Abularrage Employment Term except in the case that either party provides at least (i) thirty-six (36) months’ written notice (the “Termination Notice”) to voluntarily terminate his employment following the Abularrage Employment Term. If the Abularrage Employment Term is terminated via the Termination Notice, any of Mr. Abularrage’s RSUs granted under the Abularrage Employment Agreement shall continue to vest for a period of one (1) year following the termination of the Abularrage Employment Term, or two (2) years following the termination of the Abularrage Employment Term if Mr. Abularrage was paid $3,250,000 in excess of his Guaranteed Total Compensation, including any signing bonus previously distributed pursuant to Mr. Abularrage’s prior employment agreement, during the Abularrage Employment Term, provided that in each case Mr. Abularrage has not materially breached any of the provisions of the Abularrage Employment Agreement during the Abularrage Employment Term and complies with the non-competition and non-solicitation provisions as described below.

The Abularrage Employment Agreement provides for customary confidentiality provisions. Pursuant to the Abularrage Employment Agreement, Mr. Abularrage is subject to (i) a non-competition provision during the Term and for a period of one (1) year following the termination of the Abularrage Employment Term and relating to any business activity that is in competition with, or otherwise related to or arises from, the then current or contemplated business of BGC or any affiliate, or two (2) years in the case that Mr. Abularrage was paid $3,250,000 in excess of his Guaranteed Total Compensation, including any signing bonus previously distributed pursuant to Mr. Abularrage’s prior employment agreement, during the Abularrage Employment Term (the “Restrictive Period”), (ii) a non-solicitation provision relating to the Company’s clients (as described therein) for a period of one (1) year following the termination of the Abularrage Employment Term, or two (2) years in the case that Mr. Abularrage was paid $3,250,000 in excess of his Guaranteed Total Compensation, including any signing bonus previously distributed pursuant to Mr. Abularrage’s prior employment agreement, during the Abularrage Employment Term, and (iii) a non-solicitation provision relating to the Company’s employees for a period of three (3) years following the termination of the Abularrage Employment Term During the Restrictive Period. Mr. Abularrage shall be paid monthly an amount equal to one-twelfth (1/12th) of his annualized salary at the time of the termination of the Abularrage Employment Term, provided that Mr. Abularrage is in compliance with all restrictive covenants related to the Restrictive Period as described in the Abularrage Employment Agreement.

The foregoing description of the Abularrage Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Abularrage Employment Agreement which is Exhibit 10.1 hereto and incorporated herein by reference.

Abularrage Bonus Pool Letter

On February 18, 2025, BGC Financial entered into an amended and restated bonus pool letter with John Abularrage, effective as of February 18, 2025 (the “Abularrage Bonus Letter”). Under the terms of the Abularrage Bonus Letter, Mr. Abularrage is eligible for a seventy-five percent (75%) allocation (“Pool Allocation”) of an incentive bonus pool (the “Bonus Pool”) relating to the Profit Before Tax (“PBT”) of the Core Business, Americas Acquisitions, and Portfolio Match businesses of the Company, each as described therein, during the Abularrage Employment Term. The Compensation Committee of the Company shall determine the Bonus Pool annually and make all final determinations on a calendar year basis. Pursuant to the terms of the Abularrage Bonus Letter, up to twenty-five percent (25%) of Mr. Abularrage’s bonus compensation under the Abularrage Bonus Letter may be awarded in the form of an equity award of RSUs containing ratable 5-year vesting periods, as determined annually by the Compensation Committee of the Company.

With respect to each calendar year of the Abularrage Employment, the Bonus Pool shall be calculated as: (1) the applicable Bonus Pool Payout Rate (as defined in the Abularrage Bonus Letter) multiplied by the Bonus PBT (as defined in the Abularrage Bonus Letter) plus (2) five percent (5%) of the incremental Portfolio Match PBT (as defined in the Abularrage Bonus Letter), if any, above fifteen million dollars ($15,000,000) (“Bonus PM PBT”), provided that Mr. Abularrage shall only be eligible for a Pool Allocation based on a Bonus PM PBT to the extent he has not met his Total Contractual Compensation (as defined in the Abularrage Bonus Letter) cap of $15,000,000 with respect to the same calendar year. If the Bonus PBT is a negative number (the “Bonus PBT Deficit”), then that Bonus PBT Deficit shall be carried forward year to year and offset on a dollar-for-dollar basis as part of the calculation of the Bonus Pool in each subsequent calculation period until such Bonus PBT Deficit has been fully offset.

Additionally, Mr. Abularrage will be eligible to receive discretionary incentive bonus awards under the BGC Group, Inc. Incentive Bonus Compensation Plan and BGC Group, Inc. Long Term Incentive Plan. To be eligible to receive bonuses under the Abularrage Bonus Letter, Mr. Abularrage must remain in Good Standing (as defined therein) as of the applicable award or grant date of any bonus awards.

The foregoing description of the Abularrage Bonus Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Abularrage Bonus Letter which is Exhibit 10.2 hereto and incorporated herein by reference.

JP Aubin Agreements

Aubin Employment Agreement

On February 18, 2025, BGC Brokers LP (“BGC Brokers”), a subsidiary of the Company, entered into an amended and restated employment agreement with JP Aubin, effective as of February 18, 2025 (the “Aubin Employment Agreement”). Pursuant to the terms of the Aubin Employment Agreement, Mr. Aubin will receive a base salary of €705,000 per year (approximately $739,439 per year as of February 18, 2025) and additional benefits as described therein, including an annual housing allowance and company car. Additionally, Mr. Aubin will be eligible to receive discretionary incentive bonus awards under the BGC Group, Inc. Incentive Bonus Compensation Plan and BGC Group, Inc. Long Term Incentive Plan.

The Aubin Employment Agreement provides for a term through at least December 31, 2029 (the “Aubin Employment Term”), except in the case that either party provides at least (i) two (2) years’ notice to voluntarily terminate the Aubin Employment Term, (ii) three (3) months’ notice to terminate the Aubin Employment Term in the case of injury or sickness for six (6) consecutive months in any period of twelve (12) months, or (iii) for cause.

The Aubin Employment Agreement provides for customary confidentiality provisions. Pursuant to the Aubin Employment Agreement, Mr. Aubin is subject to (i) a non-competition provision during the Aubin Employment Term and for a period of two (2) years following the termination of the Aubin Employment Term and relating to Restricted Business (as defined therein) and (ii) a non-solicitation provision relating to the Company’s clients (as described therein) for a period of twelve (12) months and employees for a period of thirty-six (36) months following the termination of the Aubin Employment Term. The foregoing description of the Aubin Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Aubin Employment Agreement which is Exhibit 10.3 hereto and incorporated herein by reference.

Aubin Consultancy Agreement

On February 18, 2025, BGC Services (Holdings) LLP (the “U.K. Partnership”) entered into a consultancy contract with JP Aubin, effective as of February 18, 2025 (the “Aubin Consultancy Agreement”). Pursuant to the terms of the Aubin Consultancy Agreement, Mr. Aubin will receive a consultancy fee of €100,000 per year (approximately $104,885 per year as of February 17, 2025). The Aubin Consultancy Agreement provides for a term commencing on the earlier of the termination date of the Aubin Employment Agreement and the Aubin Employment Term, and provides for a term of up to three (3) years following the commencement date, unless otherwise terminated by Mr. Aubin at an earlier date (the “Consultancy Term”).

The Aubin Consultancy Agreement provides for customary confidentiality provisions. Pursuant to the Aubin Consultancy Agreement, Mr. Aubin is subject to (i) a non-competition provision during the Consultancy Term and for a period of twelve (12) months following the termination of the Consultancy Term and relating to Restricted Business (as defined therein) and (ii) a non-solicitation provision relating to the Company’s clients and employees (as described therein) for a period of twelve (12) months following the termination of the Consultancy Term. The foregoing description of the Aubin Consultancy Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Aubin Consultancy Agreement which is Exhibit 10.4 hereto and incorporated herein by reference.

Sean Windeatt Amended Deed of Adherence

On February 18, 2025, Sean Windeatt and the U.K. Partnership executed a Deed of Amendment (the “2025 Deed of Amendment”), which amends the Deed of Adherence, dated January 22, 2014, between Mr. Windeatt and the U.K. Partnership and the Deeds of Amendment, dated February 24, 2017, November 5, 2020 and July 12, 2023, between Mr. Windeatt and the U.K. Partnership (as amended, the “Deed”). The disclosure regarding Mr. Windeatt’s Deed of Adherence and prior Deeds of Amendment in the 2024 Proxy under the heading “Compensation Discussion and Analysis — Employment Agreements and Deeds of Adherence,” is incorporated herein by reference.

Pursuant to the 2025 Deed of Amendment, Mr. Windeatt’s membership in the U.K. Partnership was extended to a minimum initial period of up to and including June 30, 2034 (the “Initial Period”). In addition, under the 2025 Deed of Amendment, commencing July 1, 2032, either party may terminate the Deed by giving written notice to the other party at least 24 months prior to the expiration of the Initial Period. Mr. Windeatt’s membership, unless terminated earlier in accordance with the terms of the Deed, will continue following June 30, 2034 on the same terms and conditions set forth in the Deed until written notice to terminate is provided and the 24-month notice period expires.

Pursuant to the 2025 Deed of Amendment, Mr. Windeatt is also entitled to an increase in drawings from an aggregate amount of £700,000 per year (£58,333 per month) (approximately $881,615 per year or $73,467 per month as of February 18, 2025) to an aggregate amount of £750,000 per year (£62,500 per month) (approximately $944,587 per year or $78,716 per month as of February 18, 2025) effective January 1, 2025, which shall be reviewed by the Compensation Committee of the Company annually. Additionally, in connection with the execution of the 2025 Deed of Amendment, Mr. Windeatt will be awarded a one-time allocation of profit in the sum of $460,000 (less applicable income tax deductions and insurance contributions).

The 2025 Deed of Amendment extends Mr. Windeatt’s employee non-solicitation provision duration to thirty-six (36) months. All other terms and conditions of Mr. Windeatt’s membership in the U.K. Partnership are unaffected by the 2025 Deed of Amendment. The foregoing description of the 2025 Deed of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the 2025 Deed of Amendment which is Exhibit 10.5 hereto and incorporated herein by reference.

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
Number		Description

10.1		Amended and Restated Employment Agreement, dated February 18, 2025, by and between John Abularrage and BGC Financial, L.P.

10.2		Amended and Restated Bonus Letter, dated February 18, 2025, by and between John Abularrage and BGC Financial, L.P.

10.3		Amended and Restated Employment Agreement, dated February 18, 2025, by and between JP Aubin and BGC Brokers LP

10.4		Amended and Restated Consultancy Contract, dated February 18, 2025, by and between JP Aubin and BGC Services (Holdings) LLP

10.5		Deed of Amendment, dated February 18, 2025, to the Amended and Restated Deed of Adherence, between Sean A. Windeatt and BGC Services (Holdings) LLP

99.1		BGC Group, Inc. Press Release re: Howard Lutnick’s confirmation as the 41st Secretary of Commerce dated February 18, 2025.

99.2		BGC Group, Inc. Press Release re: Board of Directors appointments dated February 18, 2025.

99.3		BGC Group, Inc. Press Release re: Co-CEO appointments dated February 18, 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: February 19, 2025	By:	/s/ Sean A. Windeatt
	Name:	Sean A. Windeatt
	Title:	Co-Chief Executive Officer

[Signature Page to Form 8-K regarding Howard Lutnick’s confirmation as the 41st Secretary of Commerce dated February 19, 2025]

Exhibit 10.1

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This amended and restated employment agreement (the “Agreement”), dated as of February 18, 2025, is made and entered into by and between BGC Financial, L.P., a limited partnership, with offices at 199 Water Street, New York, New York 10038, together with its successors and assigns (collectively, “BGC”), and John Abularrage, residing at 25 East 86^th Street, New York, New York 10028 (“Employee”).

WHEREAS, Employee is employed by BGC pursuant to an employment agreement between Employee and BGC, dated as of November 20, 2020 (together with any amendments, the “Prior Agreement”);

WHEREAS, BGC and Employee desire to enter into this Agreement, on the terms and conditions set forth below, to provide for the continued employment of Employee for the term herein specified; and

WHEREAS, the terms and conditions of this Agreement shall supersede the terms and conditions of the Prior Agreement as of the Start Date (as defined below).

NOW, THEREFORE, in consideration of the mutual agreements set forth below, the sufficiency of which is hereby acknowledged, BGC and Employee hereby agree as follows:

Section 1. Employment and Term.

(a) BGC agrees to employ Employee, and Employee agrees to serve on the terms and conditions set forth in this Agreement, as Co-Global Head of Financial Services Brokerage of BGC Group¹ and in such other senior leadership capacity as may be determined by the Board² with the duties set forth in Section 2, for a term commencing as of January 1, 2025 (the “Start Date”), and ending on December 31, 2034, unless earlier terminated as specified in Section 4 below (the “Initial Term”) (the Initial Term, together with any subsequent employment period pursuant to Section 1(b) below, referred to herein as the “Term of Agreement”).

(b) The Term of Agreement shall, unless terminated earlier pursuant to Section 4 below, continue following the expiration of the Initial Term on the same terms and conditions as set forth in this Agreement, until the thirty-sixth (36)-month anniversary of the date on which either party notifies the other party in writing of its intention to terminate this Agreement, provided that such termination shall in no event be effective prior to the expiration of the Initial Term, unless this Agreement is otherwise terminated in accordance with its terms. For clarity, this Agreement may be terminated at the expiration of the Initial Term so long as either party provides written notice to the other party of such termination at least thirty-six (36) months prior to the expiration of the Initial Term.

¹	“BGC Group” means BGC Group, Inc. and its subsidiaries (inclusive of successors and assigns of each).
²	“Board” means the then-current Board of Directors of BGC Group, its designee(s) (provided such designee is a member of senior management with authority) or its Compensation Committee with respect to compensation-related matters, as applicable.

Section 2. Duties.

Employee agrees that during the Term of Agreement, Employee will perform such duties and assignments relating to his position as Co-Global Head of Financial Services Brokerage of BGC Group and such other similar activities relating to the brokerage business of BGC and/or any Affiliate³, as the Board shall direct. Without limiting the foregoing, Employee shall be responsible for such businesses and/or products of BGC Group’s Financial Services Brokerage businesses in the Americas as determined and assigned by the Board from time to time. During the Term of Agreement, Employee shall devote all of Employee’s business time, attention, and energies to the performance of Employee’s duties and to the business and affairs of BGC and to promoting the best interests of BGC. Employee shall not, either during or outside of normal business hours, directly or indirectly, engage in any activity inimical to such best interests. During the Term of Agreement, Employee’s principal place of employment shall be in the New York tri-state area, provided that Employee understands, acknowledges, and agrees that (i) Employee may be required to travel on business from time to time, and (ii) Employee may be required to work in an alternative location in the event of a disruption, pandemic, or other event rendering BGC’s offices in the principal place of employment unusable, as determined by BGC⁴. BGC retains the right, in its sole discretion, to place Employee on paid administrative leave if it reasonably determines that the circumstances so warrant, and/or to provide Employee with alternative work of a similar nature to the work Employee may be asked to normally perform.

Section 3. Compensation During the Term of Agreement.

(a) During the Term of Agreement, BGC shall pay to Employee a salary at the rate of Seven Hundred Fifty Thousand Dollars ($750,000) per annum (the “Salary”), less all applicable withholdings and deductions. Employee’s Salary shall be payable in accordance with BGC’s payroll practices in effect at the time (as of the date of this Agreement, on or about the 15^th and the last day of each month).

³	“Affiliate” means, with respect to any specified entity, any entity, whether now existing or hereafter arising, that directly or indirectly, through one or more intermediaries, controls or is controlled by or under common control with such specified entity.
⁴	For avoidance of doubt, for purposes of this Agreement, any determinations by BGC Group or any Affiliate thereof in relation to Employee shall be made by the Board.

(b) In consideration for Employee entering into this Agreement, agreeing to its terms and conditions, and providing services through the Term of Agreement, and subject to the terms and conditions in this Agreement, Employee shall receive an annual bonus with respect to each calendar year during the Term of Agreement in the gross amount of Two Million Five Hundred Thousand Dollars ($2,500,000) (each such bonus, a “Guaranteed Bonus”). Distribution of each Guaranteed Bonus issued under the terms herein is currently expected to be made at such time as bonuses with respect to the applicable calendar year are generally distributed to other similarly situated senior management executives of BGC Group’s Financial Services Brokerage businesses in connection with the year-end compensation review process for the applicable year (the cash portion of which shall be distributed by March 15 of the year in which the applicable Guaranteed Bonus is distributed⁵). Notwithstanding anything to the contrary above, it is a condition precedent to Employee’s earning and/or receipt of any Guaranteed Bonus (or any portion thereof) that Employee is in Good Standing⁶as of the applicable distribution, vesting, or payment date of any Guaranteed Bonus (or any portion thereof)⁷, except that (i) if Employee is in Good Standing through December 31 of the applicable year during the Term of Agreement, then Employee shall receive the Guaranteed Bonus with respect to that calendar year even if Employee is not employed by BGC as of the applicable bonus distribution date, and (ii) if BGC terminates Employee’s employment following the end of the Term of Agreement in accordance with Section 1(b)(i) above, then the portion of the Guaranteed Bonus(es) distributed in the form of Grant Awards (as defined below) pursuant to Section 3(c) of this Agreement shall continue to vest for one (1) year following the termination of Employee’s employment or, if and only if Employee is paid cash compensation from BGC and/or any Affiliate in the gross amount of at least Three Million Two Hundred Fifty Thousand Dollars ($3,250,000) in excess of Employee’s Salary, signing bonus previously distributed pursuant to the Prior Agreement, and Guaranteed Bonus(es), for two (2) years following the termination of Employee’s employment, in all cases subject to the terms of the applicable award documents, provided that with respect to both of the immediately preceding clauses (i) and (ii), as of the applicable Guaranteed Bonus distribution date and/or Grant Award vesting date, as applicable, Employee has not at any time (x) materially breached this Agreement or any provision thereof or any other agreement between Employee and BGC or any Affiliate or any provision of any such agreement, provided that any breach of any provision of Section 5 of this Agreement or any breach of any provision regarding non-competition, non-solicitation, or non-disparagement in any other agreement between Employee and BGC or any Affiliate shall in all cases be deemed material, (y) engaged in any act or omission that would constitute Cause, or (z) engaged in any competitive activity as described in Section 5(b) from the Start Date through the applicable vesting date occurring during the one (1) year following the termination of Employee’s employment or, if and only, if Employee is paid cash compensation from BGC and/or any Affiliate in the gross amount of at least Three Million Two Hundred Fifty Thousand Dollars ($3,250,000) in excess of Employee’s Salary, signing bonus previously distributed pursuant to the Prior Agreement, and Guaranteed Bonus(es), during the two (2) years following the termination of Employee’s employment, in all cases even if BGC does not enforce or shortens the Restricted Period.

⁵	If, due to administrative or ministerial error or delay, the cash portion of any Guaranteed Bonus is not paid by March 15 of the year in which the applicable Guaranteed Bonus is distributed, then BGC shall have until April 30 of such year to cure such late payment.
⁶	“Good Standing” means that, as reasonably determined by BGC Group in good faith: (a) with respect to the Guaranteed Bonuses: (i) Employee is employed by BGC or an Affiliate in good standing (i.e., Employee has not been given notice of termination in accordance with Section 4 of this Agreement and (x) is not on suspension or under investigation for conduct (or omission) that would constitute Cause (as defined below), (y) is not on suspension ordered by or agreed to with FINRA or any other governmental or non-governmental regulatory or legal authority, and (z) fully and truthfully cooperates with all investigations to the extent requested or required by BGC; (ii) Employee (x) is performing substantial services for BGC or any Affiliate, or (y) is not performing substantial services for BGC or any Affiliate solely because Employee has been instructed in writing by a duly authorized official of BGC or an Affiliate to cease performing substantial services for BGC and its Affiliates during the notice period set forth in Section 1(b) of this Agreement (i.e., if Employee is placed on “garden leave”); (iii) Employee has not at any time materially breached this Agreement or any provision thereof or any other agreement between Employee and BGC or any Affiliate or any provision of any such agreement, provided that any breach of any provision of Section 5 of this Agreement or any breach of any provision regarding non-competition, non-solicitation, or non-disparagement in any other agreement between Employee and BGC or any Affiliate shall in all cases be deemed material; and (iv) Employee has not engaged in any act or omission constituting Cause; and (b) with respect to any other circumstance, (i) Employee is employed by BGC or an Affiliate in good standing (i.e., Employee has not been given notice of and is not on suspension or under investigation); (ii) Employee is performing substantial services for BGC or any Affiliate; (iii) Employee has neither given nor received notice of separation from employment; (iv) Employee has not at any time materially breached this Agreement or any provision thereof or any other agreement between Employee and BGC or any Affiliate or any provision of any such agreement, provided that any breach of any provision of Section 5 of this Agreement or any breach of any provision regarding non-competition, non-solicitation, or non-disparagement in any other agreement between Employee and BGC or any Affiliate shall in all cases be deemed material; and (v) Employee has not engaged in any act or omission constituting Cause (defined below).
⁷	In addition to the exceptions set forth in clauses (i) and (ii) of Section 3(b), if Employee does not receive a Guaranteed Bonus solely because Employee is not in Good Standing as of the applicable bonus distribution date solely because Employee was under investigation as of such date (i) by any governmental or non-governmental regulatory or legal authority, or (ii) by BGC for conduct (or omission) that would constitute Cause, and such governmental or non-governmental regulatory or legal authority (in the case of clause (i)) or BGC (in the case of clause (ii)) later determines as a result of such investigation that Employee did not engage in any of the conduct (or omission) investigated (or determines that any such conduct was de minimis or immaterial and did not cause any harm to BGC), then the applicable Guaranteed Bonus shall be distributed as soon as practicable following such determination by BGC if and only if Employee is in Good Standing on such bonus distribution date.

(c) Employee understands, acknowledges, and agrees that up to twenty-five percent (25%) of the aggregate non-discretionary compensation-related amounts attributed to Employee by the Board, whether pursuant to this Agreement or otherwise (e.g., the Salary and Guaranteed Bonus), with respect to the applicable calendar year, may, as determined in the sole discretion of the Board, be distributed in the form of a Grant Award.⁸ The Grant Award portion issued under the terms herein is currently anticipated to be distributed in the form of BGC Group, Inc. restricted stock units (“RSUs”), which shall vest ratably one-fifth (1/5) on each of the first (1st), second (2nd), third (3rd), fourth (4th), and fifth (5th) year anniversaries of their vesting start date, subject to the terms of the applicable award documentation. Employee agrees to execute documents as reasonably necessary to effectuate acceptance of any such Grant Award(s).

(d) Employee shall be entitled each year to participate in such employee benefit plans and programs as BGC may from time to time generally offer to employees of BGC. Employee also will be eligible for vacation in accordance with BGC policy as determined by the management of BGC from time to time. BGC shall not pay Employee compensation for any accrued but unused vacation time, including, without limitation, upon separation from employment with BGC, other than as required by law.

(e) All compensation shall be subject to withholding and other applicable taxes.

(f) Employee agrees that any compensation paid or distributed to Employee subsequent to the termination of Employee’s employment with BGC (if any) shall only be payable upon execution, delivery, and, if applicable, non-revocation by Employee of a general unconditional release in favor of BGC and its Affiliates in a form satisfactory to BGC.

Section 4. Termination.

(a) During the Term of Agreement, BGC may terminate this Agreement immediately for Cause (subject to any applicable notice or cure periods that may apply to such termination), and notice of such termination shall be sent to Employee. For the purposes hereof, “Cause” means that, as reasonably determined by BGC in good faith, Employee has engaged in: (i) fraud, embezzlement, and/or theft; (ii) misappropriation of any amount of money or other assets or property of BGC, any of its Affiliates or any of its or their customers or clients; (iii) dishonesty relating to Employee’s duties or obligations under this Agreement or a false statement or misleading omission made to BGC, any of its Affiliates or any of its or their officers, directors, or employees; (iv) breach of Employee’s fiduciary duties to BGC or any of its Affiliates; (v) material nonperformance of this Agreement or any of the provisions of this Agreement or material breach of this Agreement or any of the provisions of this Agreement, provided that any breach of any provision of Section 5 of this Agreement shall in all cases be deemed material; (vi) conduct that constitutes, or results in a conviction of (including any pleas of nolo contendere), a crime under U.S. federal, state or local laws or any applicable foreign laws; (vii) failure to follow any material (which includes, inter alia, substantive) and lawful direction by the Board; (viii) failure to follow BGC’s policies, rules, codes of conduct, procedures, or guidelines that, to the extent curable as determined by BGC in good faith (for the avoidance of doubt, any conduct that could give rise to a violation of law or legal liability to Employee, BGC or any of its Affiliates shall in no event be curable), is not cured within ten (10) days of written notice of Employee from BGC or its designee, except that such notice and opportunity to cure conditions need not be provided if Employee commits any infraction or fails to follow a policy, rule, code of conduct, procedure or guideline that is of a similar nature or type for which he has previously been provided written notice and opportunity to cure; (ix) a violation by Employee or Employee aiding and abetting any violation by another of any law, order, rule or regulation pertaining to Employee (other than a misdemeanor that does not relate to Employee’s duties or obligations under this Agreement and is not reportable on a FINRA Form U4, such as a minor traffic violation) or pertaining to BGC or any of its Affiliates, including, among others, the rules, regulations and by laws of the Financial Industry Regulatory Authority (“FINRA”); (x) illegal drug use; or (xi) unsatisfactory attendance (for avoidance of doubt, Employee’s working from home or another remote location during a pandemic when required by applicable governmental guidance or as an accommodation approved by BGC, travel for business and absence due to sick days or vacation that is in accordance with BGC policy shall not be deemed to be unsatisfactory attendance).

⁸

A “Grant Award” means a contingent non-cash grant, which shall be subject to the terms of the grant documents under which such non-cash is awarded, including any vesting, cancellation, and restrictive covenant provisions contained therein; provided, however, that the vesting terms and conditions of the Grant Award portion of the Guaranteed Bonus as set forth in Section 3(b) shall be on the vesting terms and conditions set forth in Section 3(b) or on vesting terms and conditions that are no more onerous than the vesting terms and conditions set forth in Section 3(b). The form, manner, and valuation of any such Grant Award shall be determined in the sole discretion of BGC Group, but shall be on similar terms as are given to other similarly situated employees of BGC. Nothing in this Agreement shall be construed as requiring BGC Group to procure the grant of any particular type of contingent non-cash grant award or prevents BGC Group from procuring the grant of any other type of contingent non-cash grant award from time to time. Employee understands, acknowledges, and agrees that BGC Group reserves the right to equitably adjust any Grant Award in accordance with applicable laws if the securities or other equity interests (if any) awarded in connection with such Grant Award shall have been increased, decreased, changed into, or exchanged for a different number or kind of securities or equity interests (or other property) as a result of a subdivision, reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, combination or other similar change. For the avoidance of doubt, where BGC Group procures that any payment, award, benefit, or loan of money or property (including, without limitation, distributions in respect of such award and the application of any distributions) (each, an “Award”), pursuant to this Agreement or otherwise, is provided to Employee by BGC Group or an Affiliate, Employee agrees that BGC Group shall be entitled to treat such Award as being in satisfaction of any of its own obligations to Employee. ^[9]“Restricted Period” means (i) during Employee’s employment with BGC or any Affiliate, and (ii) through the later of (A) the expiration of the Term of Agreement, and (B) a period of one (1) year immediately following the termination of Employee’s employment with BGC or any Affiliate for any reason whatsoever, plus, if during the Term of Agreement Employee is paid cash compensation from BGC and/or any Affiliate in the gross amount of at least Three Million Two Hundred Fifty Thousand Dollars ($3,250,000) in excess of Employee’s Salary, signing bonus previously distributed pursuant to the Prior Agreement, and Guaranteed Bonus(es), an additional one (1) year.

(b) If, in BGC’s reasonable judgment during the Term of Agreement, Employee is incapable of performing the essential functions of his position, with or without reasonable accommodation, by reason of physical or mental disability, for a period of 150 out of 285 consecutive days, BGC at its option may thereafter terminate this Agreement with Employee and notice of such termination may be sent to Employee. The payment of Employee’s Salary during any period of disability shall be in accordance with the then-current policy of BGC (including, without limitation, any policies relating to short- or long-term disability benefits and/or insurance). If BGC terminates the Term of Agreement pursuant to this Section, BGC’s only obligation shall be to pay Employee his Salary through the date on which such termination of this Agreement for disability occurs in accordance with the then-current policy of BGC (including, without limitation, any policies relating to short- or long-term disability benefits and/or insurance). If Employee is incapable of performing the essential functions of his position, with or without a reasonable accommodation, BGC may assign one or more other individual(s) to perform the functions of Employee’s position and such assignment during all or a portion of any such period of incapacity shall be deemed not to be a breach of this Agreement. Notwithstanding the foregoing, BGC may, in accordance with its obligations (if any) under federal, state or local law, place Employee on unpaid leave of absence during all or a portion of any such period of incapacity prior to a termination by reason of disability. If Employee shall die during the Term of Agreement, the Term of Agreement shall automatically terminate, and BGC’s only obligation under this Agreement shall be to pay to Employee’s legal representatives, or in accordance with a direction given by Employee to BGC in writing, Employee’s Salary and pro-rated Guaranteed Bonus through the date on which such death occurs and to vest Employee’s then currently unvested RSUs when administratively practicable after such death.

(c) If BGC continues to employ Employee after the end of the Term of Agreement, then Employee automatically will become an employee at will, and BGC or Employee may terminate Employee’s employment with or without notice, with or without Cause, or for no reason at all. This Agreement shall no longer govern the terms of the Employee’s compensation when Employee is an employee at will. While Employee is an employee at will, the terms of the Employee’s employment, including, but not limited to Employee’s compensation, shall be governed by BGC’s policies then in effect; provided, however, that Employee shall remain subject to the restrictions set forth in Sections 5, 6, 7, 8, and 10 of this Agreement.

(d) Upon cessation of Employee’s employment with BGC for any reason, Employee will promptly resign from any officer and/or director positions Employee may hold in connection with Employee’s employment with BGC or any Affiliate.

Section 5. Non-Competition; Non-Disclosure; Non-Solicitation; Non-Disparagement.

(a) Employee acknowledges that during Employee’s employment with BGC, Employee has access to and has become acquainted with BGC’s confidential records and information, and Employee shall continue to keep all such records and information confidential in compliance with BGC’s Confidentiality and Intellectual Property Agreement, which Employee executed in connection with the commencement of Employee’s employment with BGC.

(b) During the Restricted Period,⁹ Employee shall not, alone or with others, directly or indirectly, participate, engage, render services to or become interested in (as owner, stockholder, partner, lender or other investor, director, officer, employee, independent contractor, consultant or otherwise) any business activity that is in competition with, or otherwise related to or arises from, the then current or contemplated business of BGC or any Affiliate. Notwithstanding any other provisions herein, nothing in this Agreement shall prohibit Employee from acquiring or owning in accordance with BGC Group’s policies and procedures regarding personal securities transactions, less than one percent (1%) of the outstanding securities of any class of any corporation that are listed on a national securities exchange or traded in the over-the-counter market. As additional consideration for Employee’s performance of the non-compete covenants contained in this Section 5(b), BGC shall pay Employee for each month during the Restricted Period following the termination of Employee’s employment an amount equal to one-twelfth (1/12^th) of Employee’s annualized salary in effect at the time of Employee’s separation from employment (the “Non-Compete Payments”). Notwithstanding the foregoing, BGC, by providing at least thirty (30) days’ advance written notice to Employee at any time, may elect not to enforce or to terminate early the non-compete covenants of this Section 5(b) and, in connection therewith, stop any further Non-Compete Payments and Employee’s non-compete obligations under this Section 5(b). In addition to the methods of notice provided in accordance with Section 11 below, for purposes of this Section 5(b), BGC also may provide notice by email to Employee’s personal email address on file with BGC. In addition, if BGC reasonably determines in good faith that Employee has breached Section 5(b), 5(c), or 5(d) of this Agreement, BGC may suspend the making of any Non-Compete Payments (or, if during the Term of Agreement, any payments under Section 3 above), or offset from such payments (or any other amounts then due or that will become due to Employee from BGC) BGC’s reasonable estimate of the damages it has suffered as the result of such breach (or any other amounts owed by Employee to BGC), in each case without prejudice to any of its rights or remedies under this Agreement.

⁹

“Restricted Period” means (i) during Employee’s employment with BGC or any Affiliate, and (ii) through the later of (A) the expiration of the Term of Agreement, and (B) a period of one (1) year immediately following the termination of Employee’s employment with BGC or any Affiliate for any reason whatsoever, plus, if during the Term of Agreement Employee is paid cash compensation from BGC and/or any Affiliate in the gross amount of at least Three Million Two Hundred Fifty Thousand Dollars ($3,250,000) in excess of Employee’s Salary, signing bonus previously distributed pursuant to the Prior Agreement, and Guaranteed Bonus(es), an additional one (1) year.

(c) During the Restricted Period, Employee shall not, alone or with others, directly or indirectly, whether as an owner, partner, shareholder, employee, agent, director, independent contractor, consultant or otherwise, do business with, solicit or entice away any customer or prospective customer of BGC or any Affiliate, with which, as determined by BGC, Employee developed or maintained a significant relationship during Employee’s employment.

(d) During Employee’s employment with BGC or any Affiliate and through the later of the expiration of the Term of Agreement or a period of three (3) years immediately following the termination of Employee’s employment with BGC or any Affiliate for any reason whatsoever, Employee shall not, alone, or with others, directly or indirectly, (i) solicit, hire, engage, or retain for Employee’s benefit or the benefit of any person or organization other than BGC and its Affiliates, the employment or other services of any individual employed by, or serving as a consultant or independent contractor to, BGC or any of its Affiliates at the time of such termination or within six (6) months prior thereto or with whom Employee developed a working relationship, directly or indirectly, at any time during Employee’s employment with BGC or any of its Affiliates, or (ii) encourage, solicit, influence, induce, or facilitate any such individual to terminate his or her employment or other relationship with BGC or any of its Affiliates.

(e) Employee recognizes that Employee is being placed in a position of trust and confidence and as such will not during Employee’s employment or thereafter (i) defame, disparage, libel, or slander BGC or any of its Affiliates in any way, or (ii) contact, respond to any request from, or in any way discuss, criticize, defame, disparage, libel, or slander BGC or any of its Affiliates, employees, or agents to the media (print, television, or otherwise, whether on or off the record). This Section 5(e) is not intended to interfere with Employee’s ability to exercise any right under the National Labor Relations Act or to truthfully answer questions under oath or pursuant to government or judicial compulsion.

(f) Employee agrees that after the termination of Employee’s employment with BGC or any Affiliate, Employee will cooperate with BGC and its Affiliates upon BGC’s reasonable request in connection with the defense or prosecution of any pending or threatened claim or action brought against or on behalf of BGC, any of its Affiliates, or each of their respective directors, shareholders, officers, or employees, including, but not limited to, by being available to meet with BGC or any of its Affiliates to prepare for any proceeding (including depositions), to provide affidavits, to assist with any audit, inspection, proceeding or other inquiry, and to provide truthful testimony in connection with any litigation or other legal proceeding affecting BGC or any of its Affiliates. To the extent BGC requests Employee’s cooperation pursuant to this Section 5(f) after the termination of his employment, BGC shall, to the extent possible, reasonably consider Employee’s material pre-existing scheduling commitments in connection with such request. BGC shall reimburse Employee for reasonable documented travel expenses incurred should Employee’s presence be required in person.

(g) If Employee is subpoenaed or asked to testify or produce documents or information regarding any matter related to BGC or any Affiliate, Employee will promptly notify the Executive Managing Director and Chief Legal Officer of such subpoena or request (unless such notice is unlawful) and meet with the Executive Managing Director and Chief Legal Officer (or his designee) for a reasonable period of time prior to the date such appearance or production is due in order to (i) allow BGC or any of its Affiliates to exercise any rights it may have in relation thereto, and (ii) cooperate with BGC or any of its Affiliates in connection with any response.

(h) During Employee’s employment, Employee shall not, without the written consent of BGC, enter into an agreement, whether oral, written or otherwise, with any person, firm, business, partnership or corporation providing for Employee’s future employment by such or any other person, firm, business, partnership or corporation prior to ninety (90) days before the expiration of the Term of Agreement and, in the event that Employee enters into any such agreement, then Employee shall provide written notice thereof to BGC within twenty-four (24) hours of entering into such agreement, which notice shall include the name of the employing entity, his role at such entity, and, to the extent not prohibited by Employee’s contractual confidentiality obligations to such employing entity, the compensatory terms of the agreement.

Section 6. Representations, Warranties and Other Employee Obligations.

(a) Employee represents, warrants, and covenants that: (i) during Employee’s employment, Employee will well and faithfully serve BGC and its Affiliates and use his best efforts, commensurate with his compensation, position, and responsibilities, to generate revenue on behalf of and advance the interests of BGC and its Affiliates, (ii) Employee possesses and will maintain all licenses, permits, and qualifications necessary to perform Employee’s duties hereunder, and (iii) Employee will conduct himself professionally and observe appropriate standards of behavior with both colleagues and customers.

(b) Employee represents, warrants, and covenants that he will continue to maintain the highest standards of honesty and fair dealing in his work for BGC and any Affiliate and will continue to observe and comply with (i) BGC’s policies and procedures as expressed in any personnel or compliance handbook or manual, (ii) all federal, state, or local laws and regulations (and, if applicable, those of a foreign jurisdiction), and (iii) the rules and regulations of FINRA or any other applicable self-regulatory organization.

(c) Employee represents, warrants, and covenants that: (i) Employee has not breached or violated and will not breach or violate any agreement or obligation to not use or disclose confidential information or documents, including, but not limited to, client lists, trade secrets or other confidential information in connection with the performance of his duties hereunder, and (ii) Employee has complied with and will continue to comply with any and all statutory, common law, and contractual obligations that he had, has, or may have to any prior employer, prospective employer, or other third party.

(d) Employee agrees to notify all prospective employers of Employee’s obligations that are continuing under this Agreement after the termination of Employee’s employment with BGC or any Affiliate.

Section 7. Injunctive Relief.

Employee acknowledges and agrees that Employee is being placed in a position of trust and confidence, that Employee has had and will have access to and has and will continue to become acquainted with the confidential records and information (including, without limitation, clients lists and other trade secrets) of BGC and its Affiliates by virtue of his employment pursuant to this Agreement, and that the services Employee will be providing under this Agreement are unique, special and extraordinary. Employee further acknowledges and agrees that BGC and its Affiliates have a legitimate business interest in protecting its and their confidential information, trade secrets, and goodwill and Employee’s unique, special and extraordinary services, especially given Employee’s seniority level and scope and depth of Employee’s responsibilities, duties, knowledge and access to confidential information, that BGC’s and its Affiliates’ ability to protect these interests is of great competitive advantage and commercial value, and that the restrictive covenants set forth in Section 5 and the notice period in Section 1(b) of this Agreement (collectively, the “Covenants”) are reasonable and necessary to protect those legitimate business interests. Employee further acknowledges and agrees that BGC and its Affiliates conduct their business worldwide and that a business competitive with that of BGC or any of its Affiliates may be carried on anywhere in the world as a result of the unique use by such business of telephonic or other advanced communications techniques, and that therefore the geographic scope of the Covenants is reasonable under the circumstances. Employee further acknowledges and agrees that the amount of Employee’s compensation set forth in Section 3 in this Agreement reflects, in part, Employee’s agreement to comply with the terms of the Covenants, that BGC would not agree to the compensation set forth in Section 3 but for Employee’s agreement to comply with the Covenants, that Employee has no expectation of any additional compensation or payment of any kind in consideration of his compliance with the Covenants, and that Employee would not be subject to an undue hardship by reason of his full compliance with the Covenants or BGC’s enforcement thereof. Therefore, the parties acknowledge that in the event of a breach or threatened breach by Employee of any of the Covenants, BGC and its Affiliates will be irreparably damaged and will not have an adequate remedy at law. Accordingly, and notwithstanding Section 8 hereof, in the event of any such breach or threatened breach, Employee acknowledges and agrees that BGC and its Affiliates shall be entitled to specific performance of the Covenants or such equitable and injunctive relief, without proof of special damages or the posting of any bond or other security, as may be available to restrain Employee and any business, firm, partnership, individual, corporation or entity participating in such breach or threatened breach of the Covenants. BGC and its Affiliates will be entitled to such relief, without the posting of any bond or other security, in court pursuant to Section 7502(c) of the New York Civil Practice Law and Rules, or any comparable or successor provision thereto. Nothing herein shall be construed as prohibiting BGC or any Affiliate from pursuing any other remedies available at law or in equity for such breach or threatened breach in any dispute submitted for resolution in accordance with Section 8 hereof.

Section 8. Dispute Resolution.

Subject to the provisions of Section 7 above, any disputes, differences or controversies arising at any time under this Agreement or Employee’s employment shall, to the maximum extent permitted by applicable law, be governed by the Dispute Resolution Policy and Agreement, which Employee executed in connection with the commencement of Employee’s employment with BGC.

Section 9. Entire Agreement; Enforceability; Partial Invalidity.

(a) This Agreement, together with the Dispute Resolution Policy and Agreement and Confidentiality and Intellectual Property Agreement referenced above, contain the entire agreement of the parties with respect to the subject matter hereof and supersede and replace any and all prior agreements and understandings between the parties with respect to the subject matter hereof (including, without limitation, those set forth in the Prior Agreement). In entering into this Agreement, neither party is relying upon any promises, representations, or inducements, whether written, oral, or otherwise, which are not set forth in this Agreement. No modification or waiver of any provision of this Agreement will be binding upon any party unless in writing and signed by the parties hereto.

(b) The invalidity or unenforceability of any particular provision of this Agreement shall not affect any other provisions and this Agreement shall be construed in all respects as if such invalid or unenforceable provisions were omitted. In the event that a court of competent jurisdiction shall determine that any Covenant set forth in this Agreement is impermissibly broad in scope, duration or geographical area, or is in the nature of a penalty, then the parties intend that such court should limit the scope, duration or geographical area of such covenant to the extent, and only to the extent, necessary to render such covenant reasonable and enforceable, and enforce the covenant as so limited.

Section 10. Miscellaneous.

(a) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, permitted assigns, heirs, executors, and administrators.

(b) No waiver or modification of any term, covenant, or condition in this Agreement shall be deemed to be a subsequent waiver or modification of the same or any other term, covenant, or condition in this Agreement.

(c) This Agreement may not be assigned, in whole or in part, by either party hereto without the prior written consent of the other party (any purported assignment hereof in violation of this provision being null and void); however, it may be assigned unilaterally and without recourse, in whole or in part by BGC to any Affiliate or to any successor in interest of BGC or any Affiliate by merger, consolidation, reorganization or otherwise.

(d) This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument, and this Agreement may be executed by facsimile or .pdf signature, which shall be accepted as if such signatures were original execution signatures.

(e) This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to the principles of conflicts of laws thereof. Employee waives personal service of process and irrevocably submits to service of process by mail.

(f) This Agreement shall be effective only when executed both by BGC and Employee and upon such shall be binding and enforceable; the Agreement in unsigned form does not become an offer of any kind and does not become capable of acceptance until executed by Employee, and at such time, the Agreement becomes capable of acceptance by signature by a duly authorized official of BGC.

(g) BGC and Employee acknowledge and agree that each party has been represented by counsel in connection with the negotiation and drafting of this Agreement and each party has had an opportunity to consult with counsel of its/his choosing. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted.

(h) For the avoidance of doubt, Sections 4(c), 5, 7, 8, 9, 10, and 11 shall survive the termination or expiration of this Agreement in accordance with their terms.

(i) For avoidance of doubt, nothing in this Agreement is intended to prevent or restrict Employee from communicating with or otherwise reporting possible violations of federal, state, or local law or regulation as protected under applicable whistleblower provisions or other laws to any government agency or entity (such as the U.S. Securities and Exchange Commission, U.S. Equal Employment Opportunity Commission or National Labor Relations Board).

Section 11. Notices.

Except as provided in Section 5(b) of this Agreement, all notices pursuant to this Agreement shall be in writing and shall either be (i) delivered by hand, (ii) sent by overnight mail or overnight courier, or (iii) mailed by certified or registered mail, return receipt requested, postage prepaid, in each case to the address set forth above or to such other address as may be designated for such purpose in written notice. Any such notice shall be effective upon receipt when delivered by hand, on the next business day when delivered by overnight mail or overnight courier, or on the third business day after the day on which mailed by certified or registered mail.

Any notice to BGC hereunder must be sent to:

Stephen M. Merkel, Esq.

Executive Vice President and General Counsel

BGC Group, Inc.

499 Park Avenue

New York, New York 10022

Section 12. Code Section 409A.

This Agreement is intended to comply with or be exempt from Code Section 409A and the interpretative guidance thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and will be administered, construed, and interpreted in accordance with such intent. Nothing in this Agreement is intended or shall be construed as a guarantee of any particular tax treatment of any payment, whether under Code Section 409A or otherwise, and each party bears the sole liability for any tax for which it may become responsible under this Agreement or the payments hereunder, including any modifications to this Agreement or payments to which the parties shall have agreed.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

JOHN ABULARRAGE	BGC Financial, L.P.

/s/ John Abularrage	/s/ Stephen M. Merkel
	Name:	Stephen M. Merkel
	Title:	General Counsel

[Signature page to Amended and Restated Employment Agreement,

dated as of February 18, 2025, between BGC Financial, L.P. and John Abularrage]

Exhibit 10.2

Personal and Confidential

February 18, 2025

By Electronic Mail

John Abularrage

Re:

Amended and Restated Bonus Pool Letter¹

Dear John:

In recognition of the contributions you have made and are expected to continue making to BGC Group, Inc. (inclusive of any of its subsidiaries and the successors and assigns of each, the “BGC Group”), you shall be eligible to participate in an incentive compensation arrangement as set forth in this Amended and Restated Bonus Pool Letter, effective as of the date it is fully executed by all parties (the “Effective Date”), which you understand, acknowledge, and agree shall replace and supersede in its entirety the prior Bonus Pool letter between you and BGC, dated and executed by you on November 20, 2020 (the “Prior Bonus Pool Letter”), and all terms and conditions therein as of the Effective Date. Capitalized but undefined terms shall have the meanings set forth herein.

1. Bonus Pool.

You will be eligible to participate in an incentive bonus pool (the “Bonus Pool”) relating to the Bonus PBT for each calendar year commencing January 1, 2025 continuing through the remaining Term of Agreement (the “Pool Period”), on the following terms and conditions:

a. The Bonus Pool for each calendar year shall be calculated as: (i) the applicable Bonus Pool Payout Rate for such calendar year multiplied by the Bonus PBT for such calendar year plus (ii) five percent (5%) of the incremental Portfolio Match PBT, if any, above Fifteen Million Dollars ($15,000,000) for such calendar year (“Bonus PM PBT”), provided that your Total Contractual Compensation shall be capped at a maximum of Fifteen Million Dollars ($15,000,000) per calendar year.

b. The applicable “Bonus Pool Payout Rate” for a given calendar year shall be as follows: (i) ten percent (10%) of the first amount of the Bonus PBT such that, when allocated to the Bonus Pool and thereafter distributed to you, your Total Contractual Compensation for such calendar year would be up to or equal Ten Million Dollars ($10,000,000); plus (ii) to the extent the Bonus PBT is in excess of the foregoing (i) in this paragraph, seven and one-half percent (7.5%) of the next portion of the Bonus PBT such that, when allocated to the Bonus Pool and thereafter distributed to you, your Total Contractual Compensation for such calendar year would be increased by up to an additional Two Million Five Hundred Thousand Dollars ($2,500,000); plus (iii) to the extent the Bonus PBT is in excess of the sum of the foregoing (i) and (ii) in this paragraph, five percent (5%) of the next portion of the Bonus PBT such that, when allocated to the Bonus Pool and thereafter distributed to you, your Total Contractual Compensation for such calendar year would be increased by up to an additional Two Million Five Hundred Thousand Dollars ($2,500,000), for a Total Contractual Compensation cap of Fifteen Million Dollars ($15,000,000). For avoidance of doubt, you shall only be eligible for Bonus PM PBT to the extent you have not met your Total Contractual Compensation cap of $15,000,000 with respect to the same calendar year.

As used herein, the term “Term of Agreement” shall have the meanings ascribed to it in the Employment Agreement between you and BGC Financial, L.P. (“BGC”), dated as of February 18, 2025 (as may be amended from time to time, the “Employment Agreement”).

c. If the Bonus PBT is a negative number (the “Bonus PBT Deficit”), then that Bonus PBT Deficit shall be carried forward year to year and offset on a dollar-for-dollar basis as part of the calculation of the Bonus Pool in each subsequent calculation period (as set forth above) until such Bonus PBT Deficit has been fully offset.

d. By way of example only, assuming Bonus PBT for a given calendar year is $250,000,000, there is no Bonus PBT Deficit, your Total Contractual Compensation (excluding your Pool Allocation, as defined below) is $3,250,000, and there are no Americas Acquisitions in such calendar year, the Bonus Pool for such year would be equal to:

●

ten percent (10%) of the first $90,000,000 of Bonus PBT (i.e., up to $143,050,000 minus $53,050,000), such that your Pool Allocation would be $6,750,000; plus

●

seven and one-half percent (7.5%) of the next $44,444,444 of Bonus PBT thereafter (i.e., from $143,050,001 up to $187,494,444), such that your Pool Allocation would be an additional $2,500,000; plus

●

five percent (5%) of the next $44,444,444 of Bonus PBT thereafter (from $187,494,445 up to $231,938,889), such that your Pool Allocation would be an additional $2,500,000, and your Total Contractual Compensation would be capped at $15,000,000.

2. Distribution and Form of Pool Allocations and Eligibility for Discretionary Bonus

a. The Board shall determine the Bonus Pool annually on a calendar year basis during the Pool Period. If the Bonus Pool calculation results in a net positive amount, then your individual allocation shall be seventy-five percent (75%) of the Bonus Pool (any such final allocation, your “Pool Allocation”). Subject to the terms and conditions in this letter agreement, your Pool Allocation is currently expected to be distributed at such time as bonuses with respect to the applicable calendar year are generally distributed to other similarly situated senior management executives of BGC Group’s financial services brokerage businesses in connection with the year-end compensation review process for the applicable year.

b. Subject to the terms and conditions in this letter agreement, twenty-five percent (25%) of the aggregate non-discretionary compensation-related amount attributed to you by the Board, whether pursuant to the Employment Agreement, this Amended and Restated Bonus Pool Letter, or otherwise, with respect to the applicable calendar year, may, as determined in the sole discretion of the Board, be distributed in the form of a Grant Award (defined below). To the extent that any Pool Allocation pursuant hereto is distributed in the form of a Grant Award, the terms of such Grant Award will include, inter alia, that it shall become vested or, as applicable, otherwise monetizable or transferable ratably one-fifth (1/5) as soon as practicable following each of the first five (5) one-year anniversaries of the effective vesting start date of such Grant Award, and such other terms and conditions that are consistent with the definition of a Grant Award in the Employment Agreement.

c. You shall be eligible for discretionary compensation, if any, in excess of your Pool Allocation during the Term of Agreement based on such factors deemed relevant by the Board (any such bonus, a “Discretionary Bonus”) and in any amount or form (e.g., cash, Grant Award, another equity-based award, deferred cash, or any combination thereof), subject to the terms of the grant or other document(s) under which such Discretionary Bonus (if any) is awarded, all as determined in the sole and absolute discretion of the Board. The payment or distribution of any Discretionary Bonus does not create an obligation, contractual or otherwise, to pay or distribute to you any other Discretionary Bonus in the future.

d. Notwithstanding anything to the contrary above, it is a condition precedent to your earning and/or receipt of any Pool Allocation or Discretionary Bonus (or any portion thereof) that you are in Good Standing (as defined in clause (a) of the definition of “Good Standing” under footnote 6 of the Employment Agreement) as of the applicable grant, distribution, vesting, or payment date of any Pool Allocation or Discretionary Bonus (or any portion thereof), unless as provided for in Section 2(e) below.

e. In the event of your death during the Term of Agreement, BGC’s only obligation under this letter shall be to pay to your legal representatives, or in accordance with a direction given by you to BGC in writing, your Pool Allocation for the portion of the calendar year in which such death occurs calculated through the last month before such death occurs.

3. Definitions.

For purposes of this letter agreement, the following terms shall have the following meanings:

a. “Acquisition” is any business that is purchased, merged with, or otherwise acquired by BGC Group on or after January 1, 2025, where you were substantially involved in such acquisition through direct and material contribution(s) with respect to the negotiations, due diligence, and/or strategic planning and/or played another significant role leading to the close of such acquisition, as determined in the discretion of the Board.

b. “Americas Acquisition” is an Acquisition attributed by the Board to the Business managed by you.

c. “Americas Acquisition PBT” is the PBT of an Americas Acquisition attributed by the Board for inclusion in the calculations herein.

d. “Acquisition Amount” is the total value of the consideration, in any form whatsoever (whether cash, non-cash (e.g., a Grant Award, stock or other marketable securities), or otherwise and irrespective of any vesting schedules) to be distributed by BGC Group before or at the time of sale to purchase any Acquisition (“Consideration”), which shall be increased if and when any additional Consideration is distributed or provided subsequent to the sale (e.g., if cash/or equity are issued upon earning hurdles being met).

e. “Adjusted Americas Acquisition PBT” means, with respect to the appliable calendar year, (i) the Americas Acquisition PBT less Funding Charges associated with the applicable Acquisition, the sum of which is capped at the lower of the Baseline or Ten Million Dollars ($10,000,000), plus (ii) the incremental Americas Acquisition PBT growth above its Baseline. The Adjusted Americas Acquisition PBT for each Acquisition (whether positive or negative) with respect to the same calendar year shall be aggregated (“Total Adjusted Americas Acquisition PBT”).²

For example, if the Baseline is $20,000,000, the Americas Acquisition PBT is $21,000,000 and the Funding Charge is $5,000,000 each year, then the Adjusted Americas Acquisition PBT after year 1 is $10,000,000 (since capped) plus $1,000,000 for the incremental PBT above the Baseline, for a total of $11,000,000, resulting in a Bonus Pool of $1.1 million based on a 10% Payout Rate. If in year 2 the Americas Acquisition PBT is $4,000,000, then the Adjusted Americas Acquisition PBT for that year would be -$1,000,000 and aggregated under the Total Adjusted Americas Acquisition PBT to the extent there are other Acquisitions and if still negative, carried forward as a Deficit.

f. “Affiliate” means, with respect to any specified entity, any entity, whether now existing or hereafter arising, that directly or indirectly, through one or more intermediaries, controls or is controlled by or under common control with such specified entity.

g. “Americas Acquisition Amount” means the pro-rata share of the Acquisition Amount attributed by the Board to an Americas Acquisition.

h. “Baseline” is the PBT of an Americas Acquisition for the trailing twelve (12) full calendar months immediately before the closing of the Acquisition with BGC Group.

i. “Board” means the then-current Board of Directors of BGC Group, its designee(s) (if you are not a named executive officer of BGC Group and provided such designee is a member of senior management with authority), or its Compensation Committee with respect to compensation-related matters, as applicable.

j. “Bonus PBT” means the sum of (i) Total Adjusted Americas Adjusted Acquisition PBT plus (ii) Business PBT less (iii) any Bonus PBT Deficit.

k. “Business” means the financial services brokerage business of BGC Group in the Americas, excluding any fully electronic businesses (such as FENICs and Lucera) and FMX businesses, managed by you. The “Core Business” includes the Business but excludes those Businesses or Business lines purchased, merged with, or otherwise acquired by BGC Group on or after January 1, 2025.

l. “Business PBT” shall mean the PBT of the Core Business for the applicable calendar year less $53,050,000. For purposes of the Bonus Pool calculation, the PBT for the U.S. Corporate Credit voice business (“Credit”) shall be adjusted by the Board as it determines in its discretion to account for the estimated loss of Credit PBT that moves to the FENICs Portfolio Match business of BGC Group in the Americas (“Portfolio Match”). For avoidance of doubt, the same PBT shall not be double counted as attributed to both the Portfolio Match and Credit businesses.

m. “Funding Charge” means (i) the then-current the cost of funding attributable by the Board to the Americas Acquisition Amount multiplied by (ii) the Americas Acquisition Amount.

n. “PBT” shall mean the profit before tax (positive or negative) of any Business of BGC Group or entity, calculated and determined by BGC Group in a manner generally consistent with BGC Group’s then-current practices for calculating profit before tax of the Business as approved by the Board annually, provided that, in all events, such calculation shall include with respect to compensation costs of any Business, (i) one hundred percent (100%) of the pre-tax notional value of any form of compensation-related amounts, including, but not limited to, cash, equity (such as Grant Awards), stock or other marketable securities, cash advances of stock sale proceeds, cash subject to claw back rights, or deferred cash, and (ii) the amortized (over the relevant term) amount of cash advances of distributions by way of a loan, forgivable loans, and any upfront, renewal, extension, sign-on or make-whole payment or award in any form (e.g., as stated above). The treatment of any gain or loss related to the sale or disposal of all or any part of a Business shall be excluded.

o. “Total Contractual Compensation” means the total gross value of any and all contractual compensation-related amounts that the Board attributes to you with respect to the applicable calendar year (including, inter alia, any salary, bonuses, pool allocations, and non-discretionary payments in any form (whether cash, non-cash (e.g., a Grant Award), stock, other marketable securities, or otherwise)), whether pursuant to the Employment Agreement, this Amended and Restated Bonus Pool Letter, or otherwise.

4. General Terms.

a. For purposes of this letter agreement, any annual amounts reflected or calculated herein shall be adjusted to the extent appropriate with respect to any partial applicable calendar year, and any calculations and determinations by, and authority granted to, BGC Group are subject to the review, adjustment, and approval of the Board. The Board shall make all final determinations herein, which shall be final and binding on BGC Group and you.

b. This letter agreement is intended to comply with Internal Revenue Code Section 409A and the interpretative guidance thereunder (collectively, “Section 409A”), including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and will be administered, construed, and interpreted in accordance with such intent. Nothing in this letter agreement is intended or shall be construed as a guarantee of any particular tax treatment of any payment, whether under Section 409A or otherwise, and each party bears the sole liability for any tax for which it may become responsible under this letter agreement or the payments hereunder, including any modifications to this letter agreement or payments to which the parties shall have agreed.

c. This letter agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument, and this letter agreement may be executed by facsimile or .pdf signature, which shall be accepted as if such signatures were original execution signatures.

d. This letter agreement may not be assigned, in whole or in part, by either you or BGC without the prior written consent of the other party (any purported assignment hereof in violation of this provision being null and void); however, this letter agreement may be assigned, unilaterally and without recourse, in whole or in part by BGC to any Affiliate or to any successor in interest of BGC or any Affiliate by merger, consolidation, reorganization, or otherwise.

e. This letter agreement contains the entire agreement of the parties with respect to the subject matter hereof and supersedes and replaces any and all prior or contemporaneous agreements, understandings, negotiations, or representations, whether written or oral, with respect to the subject matter hereof (including, without limitation, the Prior Bonus Pool Letter). No waiver or modification of any term shall be deemed to be a subsequent waiver or modification of the same or any other term, covenant, or condition in this letter agreement or may be binding on BGC or any Affiliate unless expressly modified in writing and signed by a duly authorized representative of then-current Board. This letter agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing an instrument to be drafted. This letter agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to the principles of conflicts of laws thereof. You hereby waive personal service of process and irrevocably submit to the service of process by mail. Any disputes, differences, or controversies arising under this letter agreement shall, to the maximum extent permitted by applicable law, be governed by the Dispute Resolution Policy and Agreement that you executed in connection with the commencement of your employment with BGC pursuant to the Employment Agreement.

Please acknowledge your agreement to the terms and conditions set out in this letter agreement by signing and returning a copy to me.

Very truly yours,

BGC Financial, L.P.

By:	/s/ Stephen M. Merkel
Name:	Stephen M. Merkel
Title:	General Counsel

Read, acknowledged, and agreed:

/s/ John Abularrage
John Abularrage		Date: February 18, 2025

[Letter Agreement between BGC Financial, L.P. and John Abularrage, dated February 18, 2025]

Exhibit 10.3

THIS CONTRACT is made the 18^th day of February 2025

BETWEEN:

(1)

BGC BROKERS LP, Succursale de Genève a company with a branch registered in Switzerland under number CHE- 431.921.530 and whose branch’s registered office is at Cours de Rive, 10 Genève 1204 Switzerland (the “Company”, or the “Employer”) and

(2)

JEAN-PIERRE AUBIN (“You”)

The parties agree that the terms of your employment are set out below (the “Contract”) and in the attached terms and conditions (which are incorporated by reference, the “Terms & Conditions”), together referred to as this “Agreement”.

Term of Agreement

(a)

Your employment shall continue through 31 December 2029 (the “Term of Agreement”) subject always to the other provisions of this Agreement. Thereafter, it shall continue an indefinite basis, subject to the other provisions of this Agreement.

(b)

To terminate this Agreement either party must give at least twenty-four (24) months’ notice to the other in writing, with such notice not to expire prior to the last day of the Term of Agreement.

(c)

This Agreement is in substitution of any previous contract of employment with the Company or any Associated Company.

Job Title, Place and Hours of Work

(a)

You currently are employed as Co-Global Head of Financial Services Brokerage of BGC Group, Inc. and its subsidiaries (inclusive of successors and assigns of each) (“BGC Group”) and shall perform in such other capacity as may be determined by the Board of Directors of BGC Group, Inc. (the “BGC Board”) or its designee(s).

(b)

Your normal hours of work will be 7.45 am to 6 pm on Monday to Friday, subject to paragraph 2.2 of the Terms & Conditions.

(c)

You will be employed to work for the Company (or on Secondment with an Associated Company) in the offices based in Geneva, Nyon or such other European offices of the Employer or an Associated Company as it or they may reasonably require.

Compensation

(a)

You will be paid a salary (which is calculated as an advance of remuneration) of EUR 705,000 per annum (the “Salary”). The Salary shall be paid monthly in accordance with the Company’s then accounting policies and practices, as applicable from time to time. The Salary shall be deemed to accrue equally from working day to working day and shall be apportioned and paid on such basis.

(b)

You shall also be eligible to receive discretionary bonuses from time to time during the Term of Agreement based on such factors deemed relevant by the BGC Board or its designee(s) in its sole discretion (any such bonus, a “Discretionary Bonus”). The award, amount, form (e.g., cash, non-cash, or any combination thereof), and distribution of any such Discretionary Bonus will be in the sole and absolute discretion of BGC Board and subject to the terms of the grant or other document(s) under which such Discretionary Bonus (if any) is awarded. As a condition precedent to your receipt of any Discretionary Bonus, you must be in good standing as of the bonus payment or distribution date. The payment or distribution of any Discretionary Bonus does not create an obligation, contractual or otherwise, to pay or distribute to you any other Discretionary Bonus in the future.

(c)

Notwithstanding any other provision of this Agreement, a proportion of the total sum awarded to you pursuant to clause 3 (your “Total Package”) with respect to any year may, as determined by the BGC Board or its designee in its sole and absolute discretion, consist of any form permissible under your arrangement, including, without limitation, cash, deferred cash, and/or a contingent non-cash grant (subject to the terms of grant document(s) under which such consideration is provided including any vesting and cancellation provisions and restricted covenants contained therein). The amount of such award shall be applied toward the amount of your Total Package.

(d)

The terms of this clause 3 are confidential and shall not be disclosed (without the Company’s prior consent) by you to any third party, save as required by law.

Benefits

(a)

In addition to your monetary remuneration, you may be eligible to participate in the benefits schemes set out in paragraph 3 of the Terms & Conditions.

(b)

You will receive a company car (as agreed between you and the Company) for the duration of your employment.

(c)

You will be paid a housing allowance of EUR 240,000 per annum.

Early Termination

You are referred to the additional provisions in the Terms & Conditions. The Agreement can further be terminated by either party for valid reasons pursuant to Article 337 et seq. of the Code of Obligations.

General

(a)

This Agreement shall be governed by and construed in accordance with Swiss law. The parties hereby submit to the exclusive jurisdiction of the Swiss courts as regards any claim or matter arising out of or in connection with this Agreement.

(b)

For the definition of Associated Company, please refer to paragraph 1 of the Terms & Conditions.

(c)

This Agreement constitutes a contract between you and the Employer save that it shall not be binding and enforceable unless or until executed by the representative of the Employer set out below.

(d)

In the event of a discrepancy between the terms set out in this Contract and the Terms & Conditions and/or any employee handbook in force from time to time (the “Employee Handbook”), the terms set out in this Contract shall prevail.

(e)

In the event that any of the terms, conditions or provisions contained in this Agreement shall be determined invalid, unlawful or unenforceable to any extent, such term, condition or provision shall be severed from the remaining terms, conditions and provisions, which shall continue to be valid to the fullest extent permitted by law.

(f)

This clause 6 and paragraphs 5.2, 12 to 16, and 18 of the Terms & Conditions shall survive any termination of this Agreement and shall continue to bind the parties with full force and effect.

(g)

You represent and warrant that you have all licenses, permits and qualifications necessary to perform your duties as an executive of the Company as required by Swiss Law. It is specifically acknowledged and accepted by you that the Company’s offer to employ you and the Company entering into this Agreement with you have been made in reliance on your representations and warranties set out above and without such representations and warranties the Company would not employ you. Any breach of, or untruth in, your representations and warranties set out above will be a justifiable reason for service of a termination notice by the Company.

Please sign and return both of the enclosed copies of this Contract and the Terms & Conditions as confirmation that you have received and accepted these terms. One copy of each will be returned to you after signature of the Contract on behalf of the Employer and the other copy of each will be placed on your Personnel file.

Signed for and on behalf of the Company

/s/ James Lightbourne			February 18, 2025
Name:	James Lightbourne		Date
Title:	General Counsel

Authorized signatory

Signed by the employee

/s/ Jean-Pierre Aubin		on	February 18, 2025
Jean-Pierre AUBIN			Date

[Signature Page of the Employment Contract

between the Company and Jean-Pierre Aubin, dated 18 February 2025]

TERMS AND CONDITIONS

OF BGC BROKERS LP Succursale de Genève

Employer

1.1

Your employer is BGC BROKERS LP, Succursale de Genève (the “Company”). Where the Agreement refers to “Associated Company” this means any person, company, partnership or other entity controlled by, or controlling, or in common control with, the Company or its parent. A person, company, partnership or other entity shall be deemed to control another person, company, partnership or other entity if the former person, company, partnership or other entity possesses, directly or indirectly, the power to direct, or cause the direction of, the management and policies of the other person, company, partnership or other entity whether through the ownership of voting securities or partnership interests, representation on its board of directors or similar governing body, by contract or otherwise.

1.2

Where you are seconded to an Associated Company or, whilst employed by the Company, you in fact perform some or all of your services for an Associated Company, in the Agreement references to the Company shall be construed to refer to that Associated Company where appropriate.

Your Obligations, Duties and Hours of Work

2.1

You are required to well and faithfully serve the Company and to use your best endeavours at all times to promote and develop its business and reputation and to act in the best interests of the Company.

2.2

In view of your position and the nature of the Company’s business, you will be expected and required to work outside the normal hours of work dependent upon market conditions and other factors inherent in the business. Extra hours and overtime are covered by the Salary.

2.3

You must devote the whole of your working time to the business of the Employer. For this reason, during your employment, you are not permitted, without the written consent of the Employer, to have an interest in any other company, business or enterprise (whether as an employee, contractor, partner, consultant, agent, shareholder or otherwise). You may, however, acquire or own, without disclosure (save as may be required under the Company’s Personal Account Dealing policy), by way of investment only, less than 1% of the outstanding securities of any class of any corporation that is listed on a recognised stock exchange or traded in the over-the-counter market.

2.4

You agree to comply with such reasonable instructions as the BGC Board or its designee, Company (or any Associated Company) may give from time to time including in relation to its discretion to allocate customers, to reimburse or set limits on expenses and to require you to comply with rules and procedures affecting your employment which the Company may from time to time lawfully and properly introduce, including the provisions of the Employee Handbook.

2.5

You agree to comply with any substance misuse policies of any exchange or financial services regulator of which the Company is a member.

2.6

You must maintain the highest standards of honesty and fair dealing in your work for the Company. Great importance is attached to the observance of the Company’s policies and procedures, particularly the Compliance Manual, and the Federal and/or Cantonal Law, regulations or codes or principles made pursuant to the Federal Law on Banks and Savings Banks or any of the Self-Regulating Organisations (SROs) including the Federal Banking Commission. You acknowledge that any serious or substantial breach of any of these obligations will be regarded as gross misconduct and is likely to result in your summary dismissal.

2.7

It is a condition both on commencement and for the duration of your employment that:

2.7.1

you are eligible for and will maintain all regulatory approvals that the Company deems relevant to your position and that any registrations you hold at the date of this Agreement are freely transferable to the Company. You can and will maintain and obtain any official registrations that are necessary in the opinion of the Company for the full performance of your duties;

2.7.2

any legal or regulatory matters concerning your activities as an employee are reviewed and approved to the satisfaction of the Company in its sole discretion and that there is not pending and has not been in the past any complaint by any person or organisation or any regulatory, self-regulatory, administrative, civil or criminal enquiry or proceeding relating to your prior employment or any other activity undertaken by you;

2.7.3

you have permission to work in Switzerland; and

2.7.4

the references taken up by the Company in connection with the commencement of your employment are, in the absolute discretion of the Company, suitable and satisfactory.

2.8

In order to retain and enhance the Company’s standing and integrity at the forefront of the business community in Switzerland and internationally, your conduct in dealings with members of the public and customers of the Company must be totally professional.

2.9

You are required to have and maintain a high level of product and market knowledge so that you are capable of providing a professional and profitable service to the Company’s clients.

Benefits

You will be notified separately of your eligibility for benefits such as health insurance and permanent health insurance. Your eligibility for such schemes is subject to the terms and rules of the scheme prevailing from time to time. In particular (but without limitation) you must provide your full co-operation in connection with any claim made on your behalf under such a scheme(s) and you are at all times responsible for providing any medical evidence that may be required by the insurers. Should the insurers refuse your claim, the Company will be under no further obligation to litigate, pay any remuneration or provide other benefit to you, and you expressly waive any express or implied term to the contrary. The Company reserves the right to vary, withdraw and/or replace any health insurance and/or permanent health insurance scheme(s) or other benefits, from time to time at its absolute discretion.

3.1	Accident

You are insured for occupational accidents according to the statutory provisions (LAA). If your average weekly working hours amount to at least 8 hours, non-occupational accidents are also covered. Premiums for occupational accident insurance are paid by the Company. Premiums for non-occupational accident insurance (if any) are paid by you.

If you sustain an accident during the assignment, you receive allowances from the accident insurance, which replace the statutory obligation for salary payments pursuant to art. 324a and 324b CO.

3.2	Illness

The Company holds a loss of earnings insurance in the event of illness, which covers temporary work incapacity due to illness. The insurance benefits replace the statutory duty of the Employer to continue to pay the Employee’s salary. Please refer to the relevant plan documents and Employee Handbook, where applicable, for further terms and conditions.

4.	Pension

The parties will make contributions to an authorised pension scheme to comply with their respective obligations under Swiss law from time to time.

5.	Expenses and Deductions

5.1

You will be entitled to the reimbursement of all reasonable expenses properly and legitimately incurred in the proper performance of your duties in compliance with the Company’s policies and practices provided that you complete the Company’s expenses claim form to its satisfaction and submit satisfactory supporting evidence. The Company reserves in its absolute discretion the right not to reimburse expenses incurred within 30 days of your giving notice, or purported notice, to resign or terminate your employment.

5.2

If at any time during your employment you have liabilities to the Company or any Associated Company, whether under this Agreement or otherwise, either actual or contingent (where there is a likelihood that a future liability will occur), including but not limited to debts, loans, advances, relocation expenses or excess holiday payments, it is specifically agreed that the Company may deduct the sum or sums in respect of such liabilities from time to time owed to it from any payment otherwise due to you from the Company howsoever arising including your final pay. If a likely future liability does not occur any money deducted on account shall be released as soon as reasonably practicable.

5.3

The Company will deduct from your fixed draw or other payments due to you such sums as shall be necessary to satisfy social security contributions and/or income tax requirements (including but not limited to any withholding tax) where applicable and arising out of your employment.

Holiday Leave

6.1

Save as otherwise agreed with the Company, you are entitled, in addition to public holidays which the Company recognises in the Canton where your place of work is situated, to 20 working days of paid holiday during each complete holiday year. The holiday year runs from 1 January to 31 December. Holiday must be taken at times agreed with the person designated by the Company for this purpose and should not be carried forward from one calendar year to the next.

6.2

You agree that the Company may require you to work on all or any public holidays in order to fulfill the requirements of your position. If your employment commences or terminates part way through the holiday year, your entitlement to holiday during that year will be assessed on a pro rata basis and for the purposes of this paragraph holiday accrues at the rate of 1.66 days per month.

6.3

The Company reserves the right during any period of notice of termination of your employment, or during any period in which the Company does not require you to perform your duties during your employment, to require you to take any accrued holiday leave.

6.4

Upon termination of your employment, you will not be entitled to be paid in lieu of holiday leave accrued to you but untaken in excess of your entitlement to 20 working days paid holiday. In any holiday year, the Company may deduct any holiday leave taken in excess of your entitlement accruing from your fixed draw at the rate of 1/260^th per day by which your entitlement is exceeded.

Sickness

7.1

The Company will take out the appropriate accident insurance on your behalf in accordance with statutory requirements. You will be entitled to sick pay provided you comply with the Company’s notification procedures. (Details of your entitlement in accordance with the relevant legislation can be obtained from the Human Resources Officer).

7.2

If you are absent from work for more than three consecutive working days, you may be required to provide a medical certificate from your doctor to Human Resources. Failure to comply with your obligations under this clause may result in disciplinary action, including making deductions from your remuneration. If you are absent from work for a period in excess of one month and you then notify the Company that you are fit to return to work, you agree that the Company may postpone your return until it has received a certificate from a medical advisor nominated by the Company pursuant to paragraph 7.6 below which confirms that you are fit to return to work. You shall not be entitled to receive any payment from the Company (other than as prescribed by law if appropriate) during any period prior to receipt of such certificate by the Company.

7.3

If you are absent from work due to an accident that occurred or a condition that was sustained either on or off duty, any additional sick pay paid to you by the Company in respect of that absence is paid as a loan which you must repay to the Company if you recover damages for loss of income for the same period arising in respect of your injury, condition or absence from work.

7.4

The Company may require you to undergo examinations (including where appropriate, blood and other tests) by a medical adviser appointed or approved by the Company. You agree that the medical adviser may disclose to the Company the results of the examination and discuss with the Company his or her opinion of your ability to properly discharge your duties.

Approaches by Competitors

8.1

If at any time you are invited or approached to take up employment with, or to enter into a business relationship with, a competitor of the Company (or any Associated Company) you will disclose that fact and the names of the parties involved as soon as practicable in writing to your supervisor.

8.2

If at any time you decide to accept an offer of employment or to enter into a business relationship with a competitor of the Company (or any Associated Company), then before accepting such an offer you must:

8.2.1

provide the competitor with a copy of clause 1 of the Contract and paragraphs 14 to 16 of these Terms & Conditions, omitting or obscuring the rest of the Agreement, particularly those provisions relating to your compensation; and

8.2.2

give notice of that fact as soon as reasonably practicable in writing to the person designated by the Company for this purpose.

8.3

In order to protect and maintain a stable workforce, the Company requires that if at any time you become aware that another employee of the Company (or any Associated Company) has been invited or approached to take up employment with, or to enter into a business relationship with, a competitor of the Company (or any Associated Company) you must inform your supervisor of this fact and the names of the parties involved as soon as reasonably practicable.

Suspension and Garden Leave

9.1

In circumstances where the Company considers it reasonable (including but not limited to, investigating any disciplinary or potential disciplinary matter against you), it reserves the right at its sole discretion to require you to remain at home on paid leave for a period of no more than three months in aggregate or to assign to you such other duties consistent with your abilities in addition to or instead of your duties herein (“Suspension”).

9.2

During any period after you or the Company has given notice to terminate your employment or notice not to renew this Agreement or if you should otherwise seek to leave your employment with the Company, then the Company will at its discretion be under no obligation to assign any duties to you or to provide any work for you, may transfer you to a different area and/or will be entitled to exclude you from its premises (“Garden Leave”). This will not affect your entitlement to receive your fixed draw (if any).

9.3

During any period of Suspension or Garden Leave under this paragraph 9, you agree that:

9.3.1

save for routine social contact, you will not contact or deal with or attempt to contact or deal with employees or clients of the Company with whom you have previously dealt while employed by the Company; and

9.3.2

if requested to do so, you must return immediately to the Company any Company property, any Associated Company’s property and any property of its or their clients in accordance with paragraph 10 below; and

9.3.3

you will remain bound by the duties and obligations set out in these Terms and Conditions and those implied into this Agreement under general law.

10.

Termination of Employment

10.1

Notwithstanding anything to the contrary in this Agreement, the Company may dismiss you summarily (i.e., without notice) in circumstances where it is entitled to do so in accordance with Article 337 of the Code of Obligations, including, but not limited to, in the event of a substantial breach of any terms of this Agreement or the Company’s policies and procedures, wilful refusal or neglect to carry out instructions or duties, dishonesty or other instances of serious misconduct or serious incompetence. You are advised to refer to the Employee Handbook for a non-exhaustive list of the examples which are normally regarded as gross misconduct. You also have the right to terminate the contract summarily for valid reasons pursuant to Article 337 et seq. of the Code of Obligation.

10.2

Upon the termination of your employment (and during any period of suspension or garden leave in accordance with paragraph 9 above), you must return immediately to the Company any Company property, any Associated Company’s property and any property of the Company’s or any Associated Company’s clients, including but not limited to all keys, documents, lists, papers, business cards, credit cards, security and computer passes, mobile telephones, records and computer disks or any other media on which information is held relating to the business of the Company or any Associated Company or their clients together with any copies thereof.

10.3

Without prejudice to the foregoing, if you cannot work or perform your duties because you are ill or injured for six consecutive months in any period of twelve (12) months both parties may terminate the employment relationship on a notice period of three months. Before taking such action the Company will, if reasonably practicable, consult with you and obtain a medical opinion if necessary.

10.4

The notice periods set out above do not apply to retirement. Your employment will terminate automatically on your reaching the age of 65, in the absence of a specific agreement to the contrary.

10.5

You may during the course of your employment be invited to participate in the Company’s or an Associated Company’s partnership, employee share, share option or similar schemes which may be in operation from time to time (together referred to as the “Schemes”). Any participation or award will not constitute a contractual entitlement under this Agreement. In the event of the termination of your employment for whatever reasons whether lawful or not, in circumstances which could give rise to a claim for wrongful dismissal and/or unfair dismissal and/or any other claim you may bring in relation to matters arising or connected to your employment (and whether or not it is known at the time of dismissal that such claim may ensue), you will not by virtue of such dismissal become entitled to any damages or additional damages in respect of any rights or expectations of whatsoever nature you may have, or allege to have, under any agreement relating or connected to any such Schemes.

11.

Grievance, Dismissal and Disciplinary Procedure

Where any grievance or disciplinary procedure implemented by the Company from time to time exceeds statutory obligations, the procedure is not binding upon the Company and does not form part of your terms and conditions. The Company’s current dismissal and disciplinary procedures are set out in the Employee Handbook.

12.

Company’s Absolute Discretion

Where the Company expressly reserves any right at or in its absolute discretion, and whether in your Contract or in these Terms and Conditions, you agree and acknowledge that neither the implied term of mutual trust and confidence nor any other implied term which is alleged to qualify such discretion, shall apply to the exercise of that discretion. For example, in relation to an absolutely discretionary bonus, the Company is entitled to award no bonus if it considers that this would be appropriate.

13.

Undertaking, Indemnity and Acknowledgement

13.1

You represent, undertake and warrant that by the execution and/or the performance of your duties under your Contract and these Terms and Conditions, you are not (and will not be) in default under, or in breach of, any agreement (including, but not limited to any agreement requiring you to preserve the confidentiality of any information which is the property of any third party) to which you are a party or to which you may be subject.

13.2

You agree that you will indemnify the Company (or any Associated Company) in respect of any tax liability that the Company (or any Associated Company) may incur to make any payment (including, without limitation, income tax or employee social security contributions) as a result of any failure on your part promptly and fully to account for and discharge any liability you may have to any third party. This indemnity will survive the termination of your employment with the Company howsoever caused.

13.3

You acknowledge that you have been given the opportunity to seek independent legal advice as you considered appropriate before signing this Agreement.

14.

Confidentiality and Non-derogatory Comments

14.1

You acknowledge that during your employment you will have access to Confidential Information and in particular will have access to the customers and business secrets of the Company. You further acknowledge that the retention of Confidential Information is important to the Company and you agree that you shall not at any time during your employment nor after its termination directly or indirectly use, or copy or divulge Confidential Information.

14.2

“Confidential Information” means information of a confidential or secret nature, trade secrets or commercially sensitive information relating to the business or financial affairs of the Company or any Associated Company or any person (whether agents, clients, customers, prospective customers or suppliers) having dealings with the Company or any Associated Company. Confidential Information shall include: details and lists of individuals, clients, customers or counterparties or other organisations with whom the Company or any Associated Company transacted business during your employment (including their requirements, financial standing, the terms of business and any dealings with them), strategic business planning and financial information of the Company or any Associated Company (including results and forecasts of any broking or trading desks, financial instrument transaction systems, details of employees and officers and their remuneration/benefits and the terms of their employment with the Company or any Associated Company), any information concerning telecommunications systems and/or data processing/analysis, (including inventions, developments or improvements, designs, processes, software (including source codes)) or copyright works discovered or used by the Company (or any Associated Company) or their employees and any information which you are told is confidential or which you are aware or ought reasonably be aware has been given to the Company or any Associated Company in confidence by other persons. The foregoing list is not exhaustive.

14.3

You shall not be restrained from disclosing any Confidential Information which you are authorised to disclose in the proper performance of your duties by the Company or which is or comes into the public domain (other than as a result of a breach of your obligations under this Agreement) or is ordered to be disclosed by a court of competent jurisdiction, a regulatory authority or otherwise required to be disclosed by law.

14.4

During your employment and at any time after its termination, you must not make, publish or otherwise communicate to third parties (both internally and externally) any disparaging or derogatory statements, whether in writing or otherwise, concerning the Company, or any Associated Company, or any of their respective officers or employees and you acknowledge that acting in breach of this provision will harm the business of the Company and/or any Associated Company and constitutes a serious breach of this Agreement.

15.

Protection of the Company’s Interests – Non-Solicitation and Non-Compete

15.1

Without the written prior consent of the Company and whether alone or with others, directly or indirectly for your own benefit or the benefit of any person or organization you shall not, during the term of your employment, or for a period of thirty-six (36) months after its termination, employ, offer to employ or enter into partnership, induce or attempt to induce any individual to whom this paragraph applies to leave the employment of or to discontinue the supply of his/her services to the Company or any Associated Company without the Company’s prior written consent (whether or not such action would result in a breach of contract by such individual) nor shall you encourage counsel or procure that individual to do so. This paragraph shall apply to any individual who is an employee or who provides services to the Company or any Associated Company and whom you have managed or with whom you have or have had material and/or regular dealings in the course of your employment during the twelve (12) months prior to the termination of your employment and who is employed by or has provided services to the Company (or an Associated Company) in a senior or managerial capacity, whether in a technical, IT, sales, broking, marketing or business development role.

15.2

Without the written prior consent of the Company and whether alone or with others, directly or indirectly for your own benefit or the benefit of any person or organization, you shall not during your employment and for a period of twenty-four (24) months after its termination:

15.2.1

solicit or entice away any client or counterparty of the Company or any Associated Company (whether a company or an individual) with which or whom you have had material and/or regular dealings in the course of your duties or, where this provision would apply after your employment ends, any time during the twelve (12) months prior to its termination;

15.2.2

in competition with the Restricted Business, seek to procure orders from, deal or carry on business with, or transact business with, any client or counterparty of the Company or any Associated Company (whether a company or an individual) with which or whom you have had material and/or regular dealings in the course of your duties, and where this provision would apply after your employment ends, any time during the twelve (12) months prior to its termination;

15.2.3

engage the services of, render services to or become interested in (as owner, stockholder, partner, lender or other investor, director, officer, employee, consultant or otherwise) any business activity that is in competition with the Restricted Business;

15.3

“Restricted Business” shall mean the business (or any part of the business) which:

15.3.1

is carried on by the Company or any Associated Company at the date of termination of your employment; or

15.3.2

was carried on by the Company or any Associated Company at any time during your employment or, where the relevant provision would apply after your employment ends, any time during the twelve (12) months immediately preceding the date of its termination; or

15.3.3

is to your knowledge to be carried on by the Company or any Associated Company at any time during the twelve (12) months immediately following the date of termination of your employment; and which you were materially concerned with/worked for or had management responsibility for (or had substantial confidential information regarding) in either case at any time during your employment, and where the relevant provision would apply after your employment ends, any time during the period of twelve (12) months immediately prior to the date of its termination.

15.4

You acknowledge that:

15.4.1

given the extensive knowledge you have acquired of the Company during the course of your employment, the restrictions set out above are reasonable and necessary for the protection of the legitimate interests of the Company and/or any Associated Company and that, having regard to those interests, these restrictions do not work unreasonably on you;

15.4.2

the restrictions shall apply in relation to all clients and counterparties in respect of whom they are expressed to apply notwithstanding that such client and counterparties may have been introduced to the Company or any Associated Company by you (or any person under your control) before or during your (or his/her) employment with the Company or any Associated Company;

15.4.3

Any and all of your relationships from time to time with clients of the Company and/or any Associated Company are the property of the Company and/or its Associated Company.

15.5

If the Company transfers all or part of its business to an Associated Company or to a third party (in either case, a “Transferee”) the restrictions contained in this Agreement shall, with effect from the date of your becoming an employee of the Transferee, apply to you as if references to the Company included the Transferee and references to any Associated Company are construed accordingly and as if references to customers or clients or counterparties or suppliers or employees are of the Company and/or Transferee and their respective Associated Companies.

15.6

In case of your breach of the obligations set out in paragraphs 15.1 and 15.2, you agree that you shall pay as liquidated damages to the Company an amount equal to the total amount of Salary and any bonus paid to you during the Calculation Period (defined below), divided by 12 and multiplied by the number of months of the appropriate period set out in paragraphs 15.1 and 15.2 (the “Restricted Period”) in respect of the restriction or restrictions of which you are in breach. Where you are in breach of both the restriction in paragraph 15.1 and one of the restrictions in paragraph 15.2, the Restricted Period shall be 36 months. The payment of such liquidated damages shall not relieve you from observing the obligations provided for by paragraphs 15.1 and 15.2 and shall be without prejudice to the Company’s entitlement to be compensated in full for any further damages. The Company may also seek injunctive relief requiring you to cease the action constituting a breach of the obligations provided for by paragraphs 15.1 and 15.2. The Calculation Period is defined as the final 12 months of your employment. If your period was less than 12 months, the basis for calculation of the liquidated damages shall be your average monthly income during the total period of your employment.

15.7

The obligations imposed on you by this Agreement extend to you not only on your own account but also if you act on behalf of any other company, partnership, business entity or other person and shall apply whether you or such party acts directly or indirectly.

15.8

The restrictions entered into by you in this Agreement are given to the Company for itself and as trustee for each and any Associated Company.

15.9

Due to your significant global management responsibility, the restrictions entered into by you in paragraph 15 are valid and enforceable in in Switzerland, UK, Germany, Italy, France and in every other country in which the Company or any Associated Company does business.

15.10

In addition to the liquidated damages for breach and the compensation for further damages, the Company is entitled to seek injunctive relief.

16.

Inventions and Intellectual Property

16.1

You assign and transfer to the Company all intellectual property rights and know-how including but not limited to patents, trademark rights, design rights, copy rights or any other rights which you may create as an employee, regardless of whether such rights are the result of the performance of your employment duties or not. The results shall therefore automatically and without further remuneration become the exclusive property of the Company. Art. 332 paragraph 4 CO is reserved in the case of inventions according to Art. 332 paragraph 2 CO. Such assignment is unlimited in time, territory and scope and includes all exploitation rights related to the intellectual property rights and know-how.

16.2

Said rights assigned and transferred to the Company include the right of the Company to assign and transfer them to any third party and/or to modify, amend, destroy or otherwise dispose of the intellectual property rights as well as to undertake all steps necessary to protect such rights in the Company’s own name.

17.

Data Protection and Monitoring

17.1

You consent to the Company or any Associated Company holding and processing both electronically and manually, the data (including personal sensitive data and information contained in e-mail and e-mail attachments) it collects, stores and/or processes, which relates to you for the purposes of the administration and management of its business. You also agree to the Company or any Associated Company forwarding this data to other offices it may have which may be outside the European Economic Area for storage, processing, or administrative purposes and you consent to the Company or any Associated Company disclosing your personal data to third parties where such disclosure is for the legitimate business purposes of the Company or any Associated Company.

17.2

To ensure regulatory compliance and for the protection of its workers, clients, customers and business the Company reserves the right to use surveillance equipment to monitor, intercept, review and access your telephone log, internet usage, voicemail and email and other communication facilities provided by the Company which you may use during your employment. The Company will use this right of access reasonably, but it is important that you are aware that all communications and activities on our equipment or premises cannot be presumed to be private.

18.

Entire Agreement

18.1

This Agreement represents the entire agreement between the parties with respect to your employment. Definitions used in the Contract shall have the same meaning as in these Terms & Conditions, and vice versa. Each party confirms that it has not relied upon any information, representations or warranties not expressly contained herein.

18.2

This Agreement may not be amended, supplemented or modified except by written agreement of a duly authorised signatory of the Company. Unless the Employee Handbook expressly indicates otherwise, its terms are not intended to have contractual effect.

18.3

Any delay by the Company in exercising any of its rights under this Agreement will not constitute a waiver of such rights.

18.4

You agree that the Company may assign this contract to a creditworthy Associated Company in whole or in part and that if the Company shall choose to do so, you shall have no claim against the Company in connection with such assignment.

/s/ Jean-Pierre Aubin		February 18, 2025
Jean-Pierre AUBIN		DATE

[Terms & Conditions of Contract between

BGC Brokers LP and Jean-Pierre Aubin, dated 18 February 18 2025]

Exhibit 10.4

THIS AGREEMENT is made on the 18th day of February 2025

between:

(1)

BGC SERVICES (HOLDINGS) LLP a limited liability partnership incorporated under the laws of England and Wales (number 0C371069) and whose registered office is at One Churchill Place, London, E14 5RD (the "Client"); and

(2)

Jean-Pierre Aubin (the “Consultant”)

IT IS AGREED AS FOLLOWS:

Definitions and Interpretation

1.1.	In this Agreement, subject to any express contrary indication:

1.1.1.

“Affiliate” means any person, company, partnership or other entity controlled by Cantor Fitzgerald L.P. A person, company, partnership or other entity shall be deemed to control another person, company, partnership or other entity if the former person, company, partnership or other entity possesses, directly or indirectly, the power to direct, or cause the direction of, the management and policies of the other person, company, partnership or other entity whether through the ownership of voting securities, capital stock or partnership interests, representation on its board of directors or similar governing body, by contract or otherwise.

1.1.2.

“Confidential Information” means information of a confidential or secret nature as well as trade secrets and/or commercially sensitive information in any form whatsoever (including, without limitation in written, oral, visual or electronic form or on any magnetic or optical disc or memory and wherever located) relating to the business or financial affairs, customers, clients, products of the Client or any Affiliate or any other person (whether agents, clients, customers, prospective customers or suppliers) having dealings with the Client or any Affiliate. Confidential Information shall include (without limitation) details and lists of individuals, customers, clients or counterparties, suppliers or other organisations with whom the Client or any Affiliate transacted business during the Engagement (defined in Clause 2 below) (including their requirements, financial standing, the terms of business and any dealings with them); strategic business planning and financial information of the Client or any Affiliate (including results and forecasts of any business or trading desks, financial instrument transaction systems, details of any potential acquisitions or disposals, management systems, new business opportunities, details of employees and officers and their remuneration/benefits and the terms of their employment with the Client or any Affiliate); any information concerning telecommunications systems and/or data processing/analysis, (including inventions, developments or improvements, designs, processes, software (including source codes)) or copyright works discovered or used by the Client (or any Affiliate) or their employees; and any information which the Consultant is told is confidential or which the Consultant is are aware or ought reasonably to be aware has been given to the Client or any Affiliate in confidence by other persons. Any analyses, studies or other documents prepared by the Consultant during the Engagement in connection with the Services shall be deemed to be Confidential Information.

1.1.3.

“Customer” means any customer, client or counterparty, or prospective customer, client or counterparty of the Client or any Affiliate (whether a company, partnership, individual or other entity), with which or with whom the Consultant and/or any other person performing the Services on the Consultant’s behalf) has had material and/or regular dealings in the course of the Engagement or, where the provision would apply after the Engagement ends, at any time during the twenty-four (24) months immediately preceding its termination.

1.1.4.

“Intellectual Property Rights” means any patents, rights to inventions, copyright and related rights, moral rights, trademarks and service marks, publicity rights, trade names, business names and domain names, rights in get-up, rights in goodwill or to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, semiconductor chip rights, rights to use and protect the confidentiality of confidential information (including know-how and trade secrets) and any and all other intellectual property rights and protections, in each case whether registered or unregistered and including all applications (and rights to apply) for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world in this or any other jurisdiction.

1.1.5.

“Inventions” means any invention, idea, discovery, development, improvement or innovation made by the Consultant and/or any other person performing the Services on the Consultant’s behalf in connection with the provision of the Services, whether or not patentable or capable of registration, and whether or not recorded in any medium.

1.1.6.

“Manager” means the Chairman and Chief Executive Officer of BGC Partners, Inc., or his designate.

1.1.7.

“Restricted Business” shall mean the business (or any part of the business) which:

(i)

is carried on by the Client or any Affiliate at the date of termination of the Engagement; or

(ii)

was carried on by the Client or any Affiliate at any time during the Engagement or, where the relevant provision would apply after the Engagement ends, any time during the twenty-four (24) months immediately preceding its termination; or

(iii)

is to the Consultant’s knowledge to be carried out by the Client or any Affiliate at any time during the twenty-four (24) months immediately following the date of termination of the Engagement; and

which the Consultant (and/or any other person performing the Services on the Consultant’s behalf) was materially concerned with or worked for or had substantial Confidential Information regarding, in any case at any time during the Engagement or, where the relevant provision would apply after the Engagement ends, at any time during the period of twenty-four (24) months immediately preceding its termination.

1.1.8.

“Restricted Person” shall mean any person who is (or was) employed or engaged by or who provides (or has provided) services to the Client or any Affiliate and who the Consultant (and/or any other person performing the Services on the Consultant’s behalf) has managed or with whom they have had material and/or regular dealings in the course of the Engagement or, where the provision would apply after the Engagement ends, at any time during the twenty-four (24) months immediately preceding its termination and who (i) is in any senior, managerial, sales, broking, trading, other revenue generating, analyst, client management, marketing, business development, technical or IT role (provided that this restriction shall not apply to purely clerical or administrative staff; or (ii) has or has otherwise had responsibility for or influence over customers, clients or counterparties; or (iii) is or was in possession of Confidential Information and/or could materially damage the interests of the Client or any Affiliate.

1.1.9.

“Services” means such projects or assignments as agreed, whether verbally or in writing, with the Manager from time to time as well as assistance with any other related matters at the request of the Manager.

1.1.10.

“Supplier” means any company, partnership, individual or other entity which at any time during the course of the Engagement or, where the provision would apply after the Engagement ends, any time during the twenty-four (24) months immediately preceding its termination, was a supplier or prospective supplier of the Client (or any Affiliate) and with whom the Consultant (and/or any other person performing the Services on the Consultant’s behalf) had material and/or regular dealings.

1.1.11.

“Works” means any ideas, inventions, discoveries, developments, concepts, plans, creations, improvements, innovations or work product prepared or produced during the course of the Engagement, including, without limitation, any discussions, writings, drawings, records, reports, documents, papers, designs, transparencies, photos, graphics, logos, typographical arrangements, software programs, source code, object code, and documentation of any kind, and all other materials embodying them in whatever form, including but not limited to hard copy and electronic form, prepared by the Consultant and/or any other person performing the Services on the Consultant’s behalf in connection with the provision of the Services.

1.2.

The headings in this Agreement are inserted for convenience only and shall not affect its construction.

1.3.

References to the singular include references to the plural and vice versa.

1.4.

References to one gender include references to the other genders.

1.5.

Any reference to “parties” shall be construed as a reference to the parties to this Agreement and shall include their successors and permitted assigns; and any reference to a “party” shall be construed as a reference to whichever of the parties is appropriate in the context in which such expression may be used.

1.6.

Any reference to a “clause” shall be construed as a reference to, respectively, a clause of this Agreement, unless the context requires otherwise.

1.7.

Any reference to “Client” shall be deemed to include a reference to any Affiliate, where appropriate.

1.8.

Any reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.

Term of Engagement

2.1.

The Consultant shall provide the Services on the terms of this Agreement (the “Engagement”).

2.2.

The Engagement shall start on the termination of the Consultant’s employment with the Client or an Affiliate (the “Start Date”). Subject to the other provisions of this Agreement, it will continue until the earlier of the Client’s termination of this Engagement or a fixed period of three (3) years immediately following the Start Date, after which it will terminate automatically without the need for further notice. The Client may terminate this Engagement at any time in its sole discretion upon written notice to the Consultant, including but not limited to any time prior to or subsequent to the Start Date.

Services

3.1.

During the Engagement, the Consultant shall devote such time as requested by the Client in carrying out the Services.

3.2.

The Consultant shall use his best endeavours to ensure that he is available at all times on reasonable notice to provide such assistance or information as the Client may require.

3.3.

The Consultant will give the Client as much notice as is practicable if he is unable to provide the Services due to illness or injury, or for any other reason.

3.4.

The Services are to be performed at the Client’s offices in London or other offices in the European, American or Asia-Pacific regions or any combination thereof unless otherwise agreed in advance between the Client and the Consultant. On days when the Consultant does not attend the Client’s premises, the Consultant agrees to be contactable by phone and to take such steps as are necessary for performance of the Services.

3.5.

The Consultant agrees that, unless otherwise directed, the Consultant will report regularly to the Manager in such manner as the Manager may agree with the Consultant from time to time. The Consultant shall comply with all reasonable directions provided by, and operate within the extent of the authority expressly given by the Manager. The Consultant will work and co-operate with any personnel of the Client and with any other consultants the Client appoints.

3.6.

The Consultant undertakes that during the Engagement the Consultant shall:

3.6.1.

provide the Services in a professional manner using all due care, skill, attention and ability;

3.6.2.

use best endeavours to promote the interests of the Client;

3.6.3.

comply with all applicable laws, regulations and codes;

3.6.4.

comply with the Client’s compliance, legal and financial crime policies as well as the compliance manuals, and all other regulations, codes and principles made by the FCA or any similar self-regulating organisation in the UK and other relevant jurisdictions;

3.6.5.

comply with the Client’s anti-bribery policies and will not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK or similar provisions contained in anti-bribery legislation in the other relevant jurisdictions;

3.6.6.

remain alert to conduct risk issues, specifically the risk of harm to client interests, market integrity and/or competition in financial markets due to inappropriate practices or behaviours;

3.6.7.

comply with all relevant policies in the Client’s handbooks, including those related to Equal Opportunities, Anti-Harassment and Anti-Bullying, Whistleblowing, Social Media and IT Security policies;

3.6.8.

comply with all reasonable standards of safety and comply with the relevant site health and safety practices from time to time in force at the Client’s premises where the Services are provided and shall report to the Client any unsafe working conditions; and

3.6.9.

not infringe the rights of any third party or breach any obligations owed to any third party in providing the Services.

3.7.

Unless specifically authorised to do so by the Client in writing, the Consultant shall not:

3.7.1.

have any authority to incur any expenditure in the name of or for the account of the Client or any Affiliate;

3.7.2.

sign any document, enter into any agreement or make any promise or undertaking on behalf of the Client or any Affiliate;

3.7.3.

do anything outside the ordinary course of the business of the Client; or

3.7.4.

hold himself out as having authority to bind the Client or any Affiliate.

3.8.

Nothing in this Agreement shall prevent the Consultant from being engaged, concerned or having any financial interest in any capacity in any other business, trade, profession or occupation during the Engagement provided that:

3.8.1.

such activity does not cause any conflict of interest with the Client, any Affiliate or any other breach of any of the Consultant's obligations under this Agreement;

3.8.2.

the Consultant shall not engage in any such activity if it relates to a business which is similar to or in any way competitive with the business of the Client or an Affiliate without the prior written consent of the Client;

3.8.3.

the Consultant shall give priority to the provision of the Services to the Client over any other business activities undertaken by the Consultant during the course of the Engagement; and

3.8.4.

the Consultant shall not engage in any activity related to the Customers of the Client (other than in accordance with the provision of the Services under the terms of this Agreement) or any business opportunities not offered to the Client.

3.9.

The Consultant may use a third party to perform any administrative, clerical or secretarial functions which are reasonably incidental to the provision of the Services provided that:

3.9.1.

the Client will not be liable to bear the cost of such functions; and

3.9.2.

at the Client's request the third party shall be required to enter into direct undertakings with the Client, including with regard to confidentiality.

Fee

4.1.

The Client will pay the Consultant a fee of EUR 8,333.33 including VAT per month (less any deduction required by law) in respect of the Engagement (the “Fee”) monthly in arrears, provided such Fee shall be pro-rated for any partial months of the Engagement, for up to ten (10) hours of Service per month.

4.2.

The Consultant shall bear his own expenses in the course of the Engagement, unless expressly agreed otherwise by the Client in writing.

4.3.

The Fee paid by the Client is full and complete compensation for all obligations undertaken by the Consultant under this Agreement including, without limitation, consideration for all rights to inventions, improvements or Intellectual Property Rights assigned under this Agreement.

4.4.

The Client shall have the right to deduct from the Fee (or any other sums owed to the Consultant) any amount which the Consultant may owe to the Client or an Affiliate at anytime.

4.5.

If the Client (acting reasonably) determines that it is required by law to account to HM Revenue & Customs for employer National Insurance contributions in respect of the Fee (or any part thereof), the Client shall notify the Consultant in writing of that determination and the original Fee shall be reduced to such amount as results in the total of (i) the adjusted Fee plus, (ii) an amount equal to the employer National Insurance contributions payable by the Client in respect of such adjusted Fee, being equal to the amount of the original Fee.

4.6.

Payment in full or in part of the Fee shall be without prejudice to any claims or rights of the Client or any Affiliate against the Consultant in respect of the provision of the Services.

Independent Status

5.1.

The relationship of the Consultant to the Client shall be and remain that of independent contractor. Nothing in this Agreement shall constitute or be deemed to constitute the Consultant being an employee or worker or partner or agent of the Client or any Affiliate for any purpose whatsoever and the Consultant shall not hold himself out as such.

5.2.

The Consultant will not be an employee and therefore will not be entitled to receive from the Client any sick pay, holiday pay or any other employee benefits.

5.3.

The Consultant shall be solely responsible for all income tax, National Insurance and social security liabilities and similar contributions in respect of the Fee paid hereunder and the Consultant will account for any VAT on the Fee to the appropriate authorities.

Indemnity, Insurance and Liability

6.1.

This Agreement constitutes a contract for the provision of services and not a contract of employment and accordingly the Consultant shall have personal liability for, be fully responsible for and agrees to indemnify and keep indemnified the Client and any Affiliate in respect of and against all claims, liabilities, damages, losses, costs (including reasonable legal costs), fines, penalties or expenses of any kind arising out of or in connection with the provision of the Services, including (but not limited to);

6.1.1.

any material breach by the Consultant of the terms of this Agreement;

6.1.2.

any wilful default or negligent or reckless conduct or omission or default in the provision of the Services;

6.1.3.

any income tax, national insurance and social security contribution, or other tax charges, and any penalties, liabilities, deductions, contributions, assessments, fines or interest in relation to any tax (including any employee or employer related tax) arising in connection with the performance of the Services (where recovery is not prohibited by law);

6.1.4.

any employment related claim or any claims based on employee, partner, agent or worker status or otherwise brought by the Consultant or any person performing the Services; and

6.1.5.

all claims and proceedings arising from a third party claim that the use of the Works or Inventions or their possession by the Client and/ or Affiliate infringes the intellectual property right or other proprietary right of that third party or any other claim relating to the Works or Inventions supplied by the Consultant to the Client during the course of providing the Services.

6.2.

The Client may at its option satisfy such indemnities (in whole or in part) by way of deduction from any payments due to the Consultant.

6.3.

The Consultant warrants and represents that the Consultant maintains and shall maintain in force throughout the Engagement, full and comprehensive insurance policies as are required for the lawful performance of the Services by the Consultant. The insurance will not affect the Consultant’s liability under clause 6.1 or otherwise.

6.4.

The Consultant shall notify the insurers of the Client’s interest and shall cause the interest to be noted on the insurance policies.

6.5.

The Consultant shall ensure that he is adequately insured in respect of business travel both in the United Kingdom and abroad regardless of whether the Client arranges travel details such as flight and hotel bookings for the Consultant. The Consultant will supply to the Client, if it so requests, a copy of any such insurance policies and evidence that premiums have been paid. If the Consultant is required to travel abroad in the course of the Engagement, the Consultant shall also be responsible for all necessary inoculations and immigration requirements.

6.6.

The Consultant shall comply with all terms and conditions of the insurance policies at all times, and the Consultant shall notify the Client without delay if the cover under the insurance policies shall lapse or not be renewed or be changed in any material way.

Confidential Information

7.1.

The Consultant acknowledges that in the course of the Engagement he will have access to Confidential Information. The Consultant has therefore agreed to accept the restrictions in this clause 7.

7.2.

The Consultant hereby covenants and agrees that the Consultant shall not at any time during the Engagement nor after its termination directly or indirectly use, or copy or divulge Confidential Information to the detriment or prejudice of the Client, any Affiliate, or any Customer, other clients or any Supplier.

7.3.

The Consultant will keep a record of the Confidential Information furnished to or prepared by the Consultant and of the location of such Confidential Information.

7.4.

The Consultant shall not be restrained from disclosing any Confidential Information which the Consultant is authorised to disclose in the proper performance of the Services or which is or comes into the public domain (other than as a result of unauthorised disclosure by the Consultant) or is ordered to be disclosed by a court of competent jurisdiction, a regulatory authority or otherwise required to be disclosed by law.

7.5.

If the Consultant is required by law to disclose any Confidential Information, it will promptly notify the Client, in order to permit the Client to seek a protective order or take other appropriate action. The Consultant will cooperate in the Client’s efforts to obtain a protective order or other reasonable assurance that confidential treatment will be accorded the Confidential Information. If, in the absence of a protective order, the Consultant is, in the written opinion of its legal adviser addressed to the Client, compelled as a matter of law to disclose the Confidential Information, the Consultant may disclose to the party compelling disclosure only that part of the Confidential Information required by law to be disclosed.

7.6.

The Consultant shall use best endeavours to safeguard Confidential Information from unauthorised disclosure. The Consultant will promptly notify the Client in writing if any information comes to its attention, which information may indicate there was or is likely to be a loss of confidentiality of any portion of the Confidential Information. The Consultant shall use its best endeavours to retrieve the lost or wrongfully disclosed Confidential Information and to prevent further unauthorised disclosure or loss of any Confidential Information.

7.7.

To the extent the consultancy between the Client and the Consultant commenced prior to the execution of this Agreement, the provisions of this clause shall apply retroactively from the start of such consultancy.

7.8.

At any time during the Engagement, the Consultant will promptly return to the Client, on the Client’s request, all and any Confidential Information in its possession.

Intellectual Property

8.1.

The Consultant acknowledges and agrees that the Works and Inventions are done under the Client’s direction and control and have been specifically ordered and commissioned by the Client. The Consultant further acknowledges and agrees that the Client shall be the sole owner of the Works and Inventions, and all underlying rights therein, worldwide and in perpetuity. For the avoidance of doubt, the Works do not include any industry standard calculations and theoretical mathematical models that are in the public domain through no breach of this Agreement.

8.2.

The Consultant hereby irrevocably grants, transfers and assigns to the Client, to the fullest extent permissible by law, any and all existing and future right, title and interest in and to the Works and the Inventions and all materials contained therein or prepared therefore, and any improvements thereon, including all Intellectual Property Rights. In so far as they do not vest automatically by operation of law or under this Agreement, the Consultant holds legal title in these rights, titles and interests on trust for the Client.

8.3.

The Consultant undertakes:

8.3.1.

to notify to the Client in writing full details of all Inventions promptly on their creation;

8.3.2.

to keep confidential the details of all Inventions;

8.3.3.

whenever requested to do so by the Client and in any event on the termination of the Engagement, promptly to deliver to the Client all correspondence, documents, papers and records on all media (and all copies or abstracts of them) providing full details of the Works and recording or relating to any part of the Works and the process of their creation which are in the possession, custody or power of the Consultant;

8.3.4.

not to register or attempt to register any of the Intellectual Property Rights in the Works, nor any of the Inventions, unless requested to do so by the Client;

8.3.5.

to cooperate fully with the Client and do all acts necessary to confirm that absolute title in all Intellectual Property Rights in the Works and Inventions has passed or will pass to the Client.

8.4.

The Consultant warrants to the Client:

8.4.1.

never to transfer or assign the Works, the Inventions or any Intellectual Property Rights in the Works or the Inventions, to any third party,

8.4.2.

not to contest the Client’s exclusive, complete and unrestricted ownership in and to the Works and the Inventions (including all Intellectual Property Rights therein), or claim adverse rights therein;

8.4.3.

that he has not and will not give permission to any third party to use any of the Works or the Inventions, nor any of the Intellectual Property Rights in the Works or the Inventions;

8.4.4.

that he is unaware of any use by any third party of any of the Works or Intellectual Property Rights in the Works; and

8.4.5.

that the use of the Works or the Intellectual Property Rights in the Works by the Client will not infringe the rights of any third party.

8.5.

The Consultant hereby irrevocably and unconditionally waives in favour of the Client any moral rights to which he is now or may at any future time be entitled under the Copyright Designs and Patents Act 1988 or any similar provisions of law in any jurisdiction, including (without limitation) the right to be identified, the right of integrity and the right against false attribution, and agrees not to institute, support, maintain or permit any action or claim to the effect that any treatment, exploitation or use of the Works or Inventions or other materials infringes the Consultant’s moral rights.

8.6.

The Consultant undertakes to execute all documents, make all applications, give all assistance and do all acts and things, at any time during or after the Engagement, as may, in the opinion of the Client, be necessary or desirable to vest the Intellectual Property Rights in, and register or obtain patents or registered designs in, the name of the Client and to defend the Client against claims that works embodying Intellectual Property Rights or Inventions infringe third party rights, and otherwise to protect and maintain the Intellectual property Rights in the Works and the Inventions.

8.7.

The Consultant hereby irrevocably appoints the Client (which may delegate its powers to any director of the Client) to be his attorney in his name and on his behalf to execute all deeds and documents, use the Consultant’s name and do all things as may be required or desirable at any time (whether during or after the Engagement) to give full effect to the provisions of this clause for the benefit of the Client or its nominee and the Consultant agrees immediately on request of the Client to ratify all such deeds and documents executed in pursuance of this power. A certificate in writing, signed by any director or the secretary of the Client, that any instrument or act falls within the authority conferred by this Agreement shall be conclusive evidence that such is the case so far as any third party is concerned.

8.8.

Upon the termination of the Engagement, the Consultant shall immediately deliver to the Client in understandable and organised form, all Works, Inventions and works-in-progress, and shall, at no extra charge, be available to, and cooperate with, the Client’s designees in connection with the transition of any Works or Inventions.

8.9.

To the extent the consultancy between the Client and the Consultant commenced prior to the execution of this Agreement, the provisions of this Clause 8 shall apply retroactively from the start of such consultancy.

8.10.

The Consultant acknowledges that, except as provided by law, no further fees or compensation other than those provided for in this Agreement are due or may become due to the Consultant in respect of the performance of his obligations under this Clause 8.

Data Protection

9.1.

The Consultant consents to the Client and any Affiliate holding and processing data relating to the Consultant for legal, personnel, administrative and management purposes and in particular to the processing of any “sensitive personal data” , also known as “special categories of personal data (as defined in the EU General Data Protection Regulation 2016/679 of the European Parliament and of the Council (“GDPR”) relating to the Consultant including, as appropriate:

9.1.1.

information about the Consultant’s physical or mental health or condition in order to monitor sickness absence;

9.1.2.

the Consultant’s racial or ethnic origin or religious or similar beliefs in order to monitor compliance with equal opportunities legislation; and

9.1.3.

information relating to any criminal proceedings in which the Consultant may have been involved for insurance purposes and in order to comply with legal requirements and obligations to third parties.

9.2.

The Consultant consents to the Client making such information available to any Affiliate and any party (whether inside or outside of the European Economic Area) who provides products or services to the Client and any Affiliate, such as advisers, regulatory authorities, taxation authorities, governmental or quasigovernmental organisations and potential purchasers of the Client or any part of its business.

9.3.

The Consultant consents to the transfer of such information to the Client’s and Affiliates’ offices or business contacts outside the European Economic Area in order to further its or their business interests

9.4.

The Consultant shall comply with the Client’s and any Affiliate’s data protection policies and relevant obligations under the Data Protection Act 1998 and associated codes of practice when processing personal data in the provision of the Services.

9.5.

To ensure regulatory compliance the Client records and monitors telephone lines on which business may be conducted, whether fixed lines or Client issued mobile telephone or Blackberry lines. For the same reason, and for the protection of its workers, clients/customers and business, the Client reserves the right to use surveillance equipment and to monitor, intercept, review and access telephone log, security pass entry and exit data, internet usage, voicemail, e-mail and other communication facilities provided by the Client. The Client will use this right of access reasonably but communications and activities on the Client’s equipment or premises cannot be presumed to be private.

10.

Protection of the Client’s Interests

10.1.

The Consultant acknowledges that in the course of providing the Services the Consultant is likely to obtain the Client’s and Affiliates’ Confidential Information and personal knowledge of and influence over the Client’s or Affiliates’ clients, customers, suppliers and staff. Accordingly the Consultant agrees to accept the restrictions in this clause.

10.2.

The Consultant will not at any time during the Engagement and for a period of twelve (12) months after its termination offer to employ or engage or otherwise solicit or endeavour to entice away from the Client or any Affiliate, or interfere with the Client or any Affiliate’s relationship with, any Restricted Person.

10.3.

The Consultant will not at any time during the Engagement and for a period of twelve (12) months after its termination:

10.3.1.

in competition with the Restricted Business, deal, carry on business with, transact business with, or seek to procure orders from, any Customer;

10.3.2.

in competition with the Restricted Business solicit or endeavour to entice away from the Client or any Affiliate, or interfere with the Client or an Affiliate’s relationship with any Customer or Supplier;

10.3.3.

render services to or become interested in (as owner, stockholder, partner, lender or other investor, director, officer, employee, consultant or otherwise) any business activity that is in competition with the Restricted Business (save that it may acquire or own, by way of investment only, less than 1% of the outstanding securities of any class of any corporation that is listed on a recognised stock exchange or traded in the over-the-counter market).

10.4.

The Consultant acknowledges that:

10.4.1.

the restrictions set out above are reasonable and necessary for the protection of the legitimate interests of the Client and any Affiliates and that, having regard to those interests, these restrictions do not work unreasonably on the Consultant;

10.4.2.

the restrictions shall apply in relation to all Customers, other clients and Suppliers in respect of whom they are expressed to apply notwithstanding that such Customers, other clients and Suppliers may have been introduced to the Client or any Affiliate by the Consultant (or any person under its control) before or during the Engagement; and

10.4.3.

any and all of the Consultant’s relationships from time to time with Customers, other clients and Suppliers are the property of the Client and/or its Affiliate and the Consultant has no interest, right or entitlement to maintain particular relationships or accounts with any such person.

10.5.

The obligations imposed on the Consultant by this Clause 10 extend to the Consultant not only on his own account but also if he acts on behalf of or in conjunction with any other firm, company, partnership, business entity or other person and shall apply whether the Consultant or such party act directly or indirectly.

10.6.

The restrictions entered into by the Consultant in this Clause 10 are given to the Client for itself and as trustee for each and any Affiliate. In accordance with the Contracts (Rights and Third Parties) Act 1999, any Affiliate may rely upon and enforce the terms of this Clause 10 against the Consultant.

11.

Termination

11.1.

As further set forth in Clause 2.2., the Client may terminate this Engagement at any time in its sole discretion upon written notice to the Consultant, including but not limited to any time prior to or subsequent to the Start Date.

11.2.

The Consultant agrees that, on the termination of the Engagement (irrespective of the time, manner or cause of the termination) it will:

11.2.1.

immediately deliver up to the Client any Works, Inventions or Confidential Information in its possession, custody or control;

11.2.2.

return to the Client any property belonging to the Client or any of its Affiliates or their Customers, other clients or Suppliers in its possession, custody or control including, without limitation, all documents, books, materials, records, correspondence, security passes, car, computer, credit cards, telephone, keys, documents (whether confidential or not);

11.2.3.

advise the Client of the existence of any Works, Inventions, Confidential Information or any other information relating to the business of the Client or any Affiliate stored on any magnetic or electronic media or memory under its control outside the premises of the Client or an Affiliate, and take all reasonable steps to permanently delete such material at the request of the Client or an Affiliate; and

11.2.4.

provide a signed statement that it has complied fully with its obligations under this clause.

11.3.

The rights of the Client under this clause are without prejudice to any other rights that it might have at law to terminate the Engagement or to accept any breach of this Agreement on the part of the Consultant as having brought the Agreement to an end. Any delay by the Client in exercising its rights to terminate shall not constitute a waiver of these rights.

12.

Notices

12.1.

Any notices given under this Agreement must be given in writing, and delivered by hand or by pre-paid first-class post or other next working day delivery service, to the addresses of the parties set out below, unless otherwise notified in writing:

	To the Client:	BGC Services (Holdings) LLP
		1 Churchill Place, London, E14 5RD
		For the attention of: General Counsel

	To the Consultant:	Jean-Pierre Aubin
		[Address on File with BGC]

12.2.

Any notice delivered by hand shall be deemed to have been received on signature of a delivery receipt. Any notice sent by pre-paid first class post or other next working day delivery service shall be deemed to have been received on the second working day after posting or at the time recorded by the delivery service.

12.3.

This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

13.

Contracts (Rights of Third Parties) Act 1999

13.1.

The Client’s obligations under this Agreement may be enforced by the Client or any Affiliate and any of the directors, employees, officers or agents (whether past or present) of the Client or any Affiliate. Otherwise, a person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

14.

General

14.1.

This Agreement supersedes and replaces the consultancy agreement between Client and Consultant, dated 4 September 2020 and further amended from time to time, which shall be null and void and of no effect.

14.2.

This Agreement constitutes the entire agreement between the parties and supersedes any previous written or oral agreement between the parties in relation to the matters dealt with in it. The Consultant acknowledges that he has not been induced to enter into this Agreement by any representation, warranty or undertaking not expressly incorporated into it. The Consultant agrees and acknowledge that his only rights and remedies in relation to any representation, warranty or undertaking made or given in connection with this Agreement (unless such representation, warranty or undertaking was made fraudulently) will be for breach of the terms of this Agreement, to the exclusion of all other rights and remedies (including those in tort or arising under statute).

14.3.

This Agreement constitutes a contract between the Client and the Consultant save that it shall not be binding and enforceable unless or until executed by a duly authorised representative of the Client.

14.4.

This Agreement may only be modified by the written agreement of both the Consultant and a duly authorised signatory of the Client.

14.5.

This Agreement may be entered into in any number of counterparts, all of which taken together shall constitute one and the same agreement. Any party may enter into this Agreement by signing any such counterpart.

14.6.

No party’s rights or powers under this Agreement will be affected if one party delays in enforcing any provision of this Agreement or one party grants time to the other party to remedy any breach of this Agreement by that party.

14.7.

If a party agrees to waive its rights under a provision of this Agreement, that waiver will only be effective if it is in writing and signed by or on behalf of the Consultant or, in respect of the Client, a duly authorised signatory. A party’s agreement to waive any breach of any term or condition of this Agreement will not be regarded as a waiver of any subsequent breach of the same term or condition or a different term or condition unless expressly stated.

14.8.

Clauses 4.4, 5.3, 6.1, 7 to 10, and 12 to 14 shall survive any termination of this Agreement and shall continue to bind the parties with full force and effect.

14.9.

In the event that any of the terms, conditions or provisions contained in this Agreement shall be determined invalid unlawful or unenforceable to any extent such term condition or provision shall be severed from the remaining terms conditions and provisions which shall continue to be valid to the fullest extent permitted by law.

14.10.

The Client may assign this Agreement to a creditworthy Affiliate in whole or in part, and if the Client shall choose to do so, the Consultant shall have no claim against the Client in connection with such assignment.

14.11.

This Agreement and any dispute or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) will be governed by and interpreted in accordance with the laws of England and Wales. Each of the parties submits to the exclusive jurisdiction of the English courts as regards any claim or matter arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

IN WITNESS WHEREOF this Agreement has been entered into as at the date stated at the beginning:

/s/ James Lightbourne
James Lightbourne
Signed for and on behalf of BGC Services (Holdings) LLP DIRECTOR AND GENERAL COUNSEL		DATE: FEBRUARY 18, 2025

/s/ Jean-Pierre Aubin
Jean-Pierre Aubin
EXECUTED AND DELIVERED as a Deed by THE CONSULTANT in the Presence of:		DATE: FEBRUARY 18, 2025

Lori J. Pennay
Witness Name

/s/ Lori J. Pennay
Witness Signature

499 Park Avenue, New York, NY 10022
Witness Address

[Consultancy Agreement between

BGC Services (Holdings) LLP and Jean-Pierre Aubin dated 18th day of February 2025]

Exhibit 10.5

THIS DEED OF AMENDMENT is made the 18^th day of February 2025

BETWEEN:

(1)

BGC SERVICES (HOLDINGS) LLP (the “Partnership”), of Five Churchill Place, Canary Wharf, London E14 5RD; and

(2)

SEAN WINDEATT (the “Individual Member”).

With effect from the date hereof the Deed made between the Individual Member and BGC Services (Holdings) LLP dated 22 January 2014, as amended by deeds of amendment dated 24 February 2017, 5 November 2020 and 12 July 2023 (together, the “Deed”), shall be varied and amended as follows:

SCHEDULE 1: INDIVIDUAL MEMBER’S TERMS AND CONDITIONS

1.	DURATION OF MEMBERSHIP:

Clause 1.1 of Schedule 1 to the Deed is hereby deleted in its entirety and replaced with the following:

“1.1

Membership is for a minimum initial period of up to and including 30 June 2034, unless terminated in accordance with this Deed or the provisions of the Partnership Deed (the “Initial Period”), and commencing 1 July 2032 either the Individual Member or the Partnership may at any time give twenty four (24) months’ advance notice (the “Notice Period”) to the other in writing to terminate the Individual Member’s Membership, and such termination of Membership shall be effective upon the expiration of such Notice Period. Membership shall, unless terminated earlier in accordance with the terms of this Deed or the provisions of the Partnership Deed, continue following 30 June 2034 on the same terms and conditions set forth in this Deed until expiration of the Notice Period (such time period between 30 June 2034 and the expiration of the Notice Period shall be referred to as the “Renewal Period”). Any such notice given by the Individual Member or the Partnership hereunder shall also be delivered simultaneously in writing by the Individual Member or the Partnership (as appropriate) to BGC Group, Inc., c/o General Counsel, 499 Park Avenue, New York, NY 10022. Such notice shall be delivered by hand, electronic mail or overnight courier and shall be effective at such time as it is received by both the Individual Member or the Partnership, as the case may be, and by BGC Group, Inc.”

3.	PROFIT ALLOCATION AND ADVANCE DRAWINGS

With deemed effect from 1 January 2025, the Individual Member’s Allocated Monthly Advance Drawings is £62,500 and clause 3.1 of the Deed is hereby amended accordingly.

Subject to clause 3.2 of the Deed, within 30 days of the date on which both parties have executed this Deed, the Individual Member shall be paid a one-time allocation of profit in the sum of USD 460,000 (less applicable deductions for income tax and national insurance contributions).

AGREED AMENDMENTS TO THE PARTNERSHIP DEED IN RESPECT OF THE INDIVIDUAL MEMBER’S MEMBERSHIP

The reference to “twenty-four (24) months” in the first sentence of Clause 16.3(B) of the Partnership Deed (as previously amended) shall be changed to “thirty-six (36) months”.

All other terms and conditions of the Individual Member’s membership are unaffected and remain as set out in the Deed and the Partnership Deed. In particular, the Individual Member acknowledges and agrees that he will be bound by all the obligations set out in clause 7.3 of Schedule 1 to the Deed (as amended under the terms of a deed of amendment dated 24 February 2017), and clause 20 (Confidential Information) of the Partnership Deed.

IN WITNESS WHEREOF the parties have executed this Deed the day and year first above written.

SIGNED and DELIVERED as a	)
DEED by BGC SERVICES	)
(HOLDINGS) LLP acting by:	):
	/s/ James Lightbourne
	(☐) Director and General Counsel

Witnessed	/s/ Nick Bacon
	(☐)

Name:	Nick Bacon

Address:	5 Churchill Place
	London E145RD

SIGNED and DELIVERED as a	)
DEED by SEAN WINDEATT	)
	)
	/s/ Sean Windeatt
	(☐) Sean Windeatt

Witnessed	/s/ Amanda Dannahy
	(☐)

Name:	A. Dannahy

Address:	5 Churchill Place
	London E145RD

[Signature Page to Deed of Amendment between Sean Windeatt and BGC Services (Holdings) LLP, dated as of 18 February 2025]

Exhibit 99.1

Howard Lutnick Confirmed as 41^st United States Secretary of Commerce; Steps Down as BGC Group Chairman of the Board and Chief Executive Officer

NEW YORK, NY – February 18, 2025 – BGC Group, Inc. (Nasdaq: BGC) (“BGC” or the “Company”), a leading global brokerage and financial technology company, today announced Howard W. Lutnick, Chairman and Chief Executive Officer, has been confirmed by the United States Senate as the 41st Secretary of Commerce and, as a result, has stepped down as Chairman of the Board and from his executive positions at the Company.

As a resilient and visionary leader, Mr. Lutnick built BGC into the world’s most valuable wholesale financial services intermediary, with more than 4,000 employees worldwide, revenues exceeding $2.25 billion, and a market capitalization of approximately $4.5 billion. Under his leadership, the Company established itself as a pioneer in electronic trading solutions, which included the automation of the U.S. Treasury market – the largest bond market in the world.

“Howard is a visionary leader with an exceptional ability to identify opportunities and challenges that others overlook,” said Linda Bell, a Member of the Board of Directors, commented on behalf of the Board. “With a strategic view of the entire market landscape, he made decisive moves that others might have missed, positioning BGC ahead of industry trends. We are deeply grateful for his relentless drive and forward-thinking approach, which have enabled BGC to adapt and thrive in a constantly evolving market.”

Most recently, to drive competition in the U.S. derivatives markets, Mr. Lutnick launched FMX, the premier U.S. Treasury and U.S. interest rate futures trading marketplace together with ten of the world’s leading global investment banks and market-making firms.

Mr. Lutnick has agreed to divest his interests in BGC to comply with U.S. government ethics rules and does not expect any arrangement which involves selling shares on the open market.

In separate releases, BGC today announced additional Executive and Board changes. Please visit ir.bgcg.com

BIOGRAPHY

Mr. Lutnick joined Cantor Fitzgerald in 1983 and rose rapidly through the ranks to be appointed President and CEO in 1991, at the age of 29. Five years later he was named Chairman. On September 11, 2001, when terrorists attacked the World Trade Center, Cantor Fitzgerald lost 658 of its 960 New York-based employees, including Mr. Lutnick’s brother Gary. In the days after the attack, he launched the Cantor Fitzgerald Relief Fund, which donated $180 million to families of his coworkers who died on 9/11. He has personally donated more than $100 million to victims of terrorism, natural disasters, and other emergencies around the world.

Mr. Lutnick emerged from these events with an indomitable sense of purpose – to rebuild the firm to honor those lost and support the survivors and their families. In 2004, Cantor Fitzgerald spun out its wholesale brokerage business to create BGC Partners, L.P. As Chairman and CEO, he led the merger of BGC Partners and eSpeed in 2008, forming BGC Partners, Inc., which was publicly listed on the Nasdaq. The Company was renamed BGC Group, Inc. following the firm’s corporate conversion in 2023.

Mr. Lutnick most recently served on the Board of Directors of the National September 11 Memorial & Museum and Weill Cornell Medicine. He is a recipient of the Department of the Navy’s Distinguished Public Service Award, the highest honor granted to non-military personnel by the Navy.

About BGC Group, Inc.

BGC Group, Inc. (Nasdaq: BGC) is a leading global marketplace, data, and financial technology services company for a broad range of products, including fixed income, foreign exchange, energy, commodities, shipping, equities, and now includes the FMX Futures Exchange. BGC’s clients are many of the world’s largest banks, broker-dealers, investment banks, trading firms, hedge funds, governments, corporations, and investment firms.

BGC and leading global investment banks and market making firms have partnered to create FMX, part of the BGC Group of companies, which includes a U.S. interest rate futures exchange, spot foreign exchange platform and the world’s fastest growing U.S. cash treasuries platform.

For more information about BGC, please visit www.bgcg.com.

Discussion of Forward-Looking Statements about BGC

Statements in this document 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 the Company’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 (“SEC”) 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.

MEDIA CONTACT:

Erica Chase

erica.chase@bgcg.com

+1 212-610-2419

INVESTOR CONTACT:

Jason Chryssicas

+1 212-610-2426

Exhibit 99.2

Stephen Merkel named Chairman of BGC Group’s Board of Directors

Brandon Lutnick will also join the Board

NEW YORK, NY – February 18, 2025 – BGC Group, Inc. (Nasdaq: BGC) (“BGC” or “the Company”), a leading global brokerage and financial technology company, today announced Stephen Merkel has been named Chairman of the Board of Directors. Howard W. Lutnick, who was confirmed today by the United States Senate as the 41st Secretary of Commerce, has stepped down as Chief Executive Officer and Chairman of the Board of BGC.

Mr. Merkel, who has been with BGC since its founding, will also retain his current roles as Executive Vice President and General Counsel. Brandon Lutnick will also join as a member of the Board.

“Stephen has been one of my closest advisors for more than 30 years,” said Howard Lutnick. “He is an outstanding leader who understands the core of our firm. With his experience and dedication to the Company, I am confident he will successfully help lead BGC’s continued growth and excellence, as I take on a new role serving the American people.”

“I am honored and humbled by both Howard’s recommendation and the Board’s appointment,” said Mr. Merkel. “I am excited to continue working alongside the Board and John, JP, and Sean to drive the Company’s strategic vision forward. We are immensely grateful for Howard’s unwavering support for our employees, clients, and community over the past four decades and have no doubt the American people will benefit from his invaluable expertise.”

In separate releases, BGC today announced additional Executive and Board changes. Please visit ir.bgcg.com.

BIOGRAPHIES

Stephen Merkel is Chairman of the Board of Directors of BGC Group, Inc. and is Executive Vice President and General Counsel. He is also on the Board of Directors of BGC Group’s FMX business. Additionally, he is Executive Vice Chairman, Executive Managing Director, and General Counsel for the Cantor Fitzgerald, L.P. group of companies, which includes BGC Group, Inc., Cantor Fitzgerald & Co., and Newmark Group, Inc.

Prior to joining Cantor Fitzgerald in 1993, Mr. Merkel was Vice President and Assistant General Counsel at Goldman Sachs & Co., dedicated to the J. Aron Division. Before that, he was an associate with the law firm of Paul, Weiss, Rifkind, Wharton & Garrison. He also served as a law clerk for the Honorable Irving R. Kaufman of the U.S. Court of Appeals for the Second Circuit. Mr. Merkel received a Bachelor’s degree with a major in History and Sociology of Science from the University of Pennsylvania and received his law degree from the University of Michigan Law School.

Mr. Merkel is currently on the Board of Trustees for the Brooklyn Botanic Garden and on the Board of Directors of the Brooklyn Bridge Park Corporation. He was a founding member of the Wholesale Markets Brokers’ Association for the Americas. Mr. Merkel lives with his wife, Robin Shanus, and has three adult children, David, Gabe and Leo.

Brandon Lutnick is the Chairman of Cantor Fitzgerald, L.P. and is a member of the Board of Directors of BGC Group, Inc.

Most recently, Mr. Lutnick worked as an Executive at Cantor Fitzgerald, driving the firm’s corporate strategy and overseeing projects related to the company and its affiliates. He also serves as the Chairman and Chief Executive Officer for Cantor Fitzgerald’s Special Purpose Acquisition Companies, including Cantor Equity Partners, Inc. and Cantor Equity Partners I, Inc.

Mr. Lutnick joined Cantor in 2022 in equity sales and trading. He began his career as a credit analyst at Oak Hill Advisors.

Mr. Lutnick graduated with a Bachelor of Science in Symbolic Systems from Stanford University.

About BGC Group, Inc.

For more information about BGC, please visit www.bgcg.com.

Discussion of Forward-Looking Statements about BGC

MEDIA CONTACT:

Erica Chase

erica.chase@bgcg.com

+1 212-610-2419

INVESTOR CONTACT:

Jason Chryssicas

+1 212-610-2426

Exhibit 99.3

BGC Group announces John Abularrage, JP Aubin, and Sean Windeatt appointed Co-Chief Executive Officers

Mr. Windeatt will retain his role as Chief Operating Officer

Appointments position BGC to build upon its extraordinary performance

NEW YORK, NY – February 18, 2025 – BGC Group, Inc. (Nasdaq: BGC) (“BGC” or “the Company”), a leading global brokerage and financial technology company, today announced the Board of Directors appointed John Abularrage, JP Aubin, and Sean Windeatt as Co-Chief Executive Officers. Mr. Windeatt will retain his position as Chief Operating Officer, a role he has held since 2009.

Howard W. Lutnick, who was confirmed today by the United States Senate as the 41st Secretary of Commerce, has stepped down as Chief Executive Officer and Chairman of BGC.

“John, JP, and Sean are world-class executives that have demonstrated their ability to lead, executed on strategic initiatives, and delivered enormous growth for BGC,” said Mr. Lutnick. “The Board and I have complete confidence in their ability to manage and operate the Company, as I step into my new role in public service.”

Together, as Co-Global Heads of Brokerage, Messrs. Abularrage, Aubin, and Windeatt have overseen the Company’s day-to-day operations and helped define and execute its corporate strategy. This includes BGC’s organic growth initiatives and strategic acquisitions, which accelerated the Company’s expansion and strengthened its market position. Under their joint leadership, BGC has consistently produced double-digit revenue growth and generated record revenues of more than $2.25 billion in 2024.

“I am grateful for the Board’s trust in me and our collective leadership, and I look forward to continuing to work alongside JP and Sean as Co-CEOs,” said Mr. Abularrage. “Together, we are committed to executing our proven strategy and delivering value for our clients and shareholders.”

“I am honored to have the opportunity to co-lead this incredible organization, delivering world-class brokerage services and solutions to our clients,” said Mr. Aubin. “Having joined the Company 20 years ago, I look forward to continuing to work alongside John and Sean to drive BGC’s growth and support our clients through innovation and excellence.”

“It is an immense privilege to co-lead BGC at this pivotal moment, as we focus on executing transformative strategies that expand our global offering and client base that will generate long-term value for our shareholders,” said Mr. Windeatt. “Having served as an Executive Officer of BGC since 2009, I am extremely proud of what we have built and I look forward to partnering with John and JP to continue driving the Company’s future success.”

In separate releases, BGC today announced additional Executive and Board changes. Please visit ir.bgcg.com.

BIOGRAPHIES

John Abularrage has served as Co-Global Head of Brokerage and Chief Executive Officer of the Americas for BGC Group, where he was responsible for leading, developing, and growing BGC’s brokerage business in the region.

Mr. Abularrage joined BGC Group in 2021, bringing more than 20 years of financial services experience to the business. Prior to joining the Company, he held various senior positions at TP ICAP, including Head of Global Broking and Chief Executive Officer of the Americas. Prior to that, Mr. Abularrage served as the Chief Executive Officer of North America at Collins Stewart, where he was previously the Head of Equities.

JP Aubin has served as Co-Global Head of Brokerage and Chief Executive Officer of EMEA for BGC Group. He was also Global Head for Listed Products, as well as all digital group platforms, and was President of Aurel BGC, the Company’s EU subsidiary.

Mr. Aubin joined BGC in 2005 and helped drive the company’s rapid expansion in Europe, which included the acquisitions of ETC Pollak in 2005 and Aurel in 2006. In 2008, he moved to BGC’s New York office, where he became Global Head for Listed Products. Since then, he has been instrumental in developing BGC’s voice and electronic broking services in listed products, including equity derivatives, commodities, cash equity, futures and options on futures, and structured products.

Mr. Aubin began his broking career with Viel-Tradition Group in 1990, after being part of the Barclays Bank student training program. After trading futures and options for 10 years in both London and Paris, he was promoted to run the company’s continental European operations.

Mr. Aubin is a board member of the French cultural organization the Réunion des Musées Nationaux, and in 2023 was awarded Commandeur des Arts et des Lettres. Mr. Aubin is also deeply involved in his foundation, the JP Aubin Family Foundation, which focuses on providing children with access to museums and other cultural opportunities.

Sean Windeatt has served as BGC’s Chief Operating Officer for the past 14 years and was appointed Co-Global Head of Brokerage in 2023. Since 2012, he has also held the role of Chief Executive Officer of BGC’s UK business.

Based in London, Mr. Windeatt has been with the Company for more than 27 years. He joined Cantor Fitzgerald in 1997 in the Finance Department and, following the tragic events of September 11, 2001, he was instrumental in stabilizing and rebuilding the firm’s brokerage operations.

With BGC’s establishment as an independent company in 2004, he became an integral part of its growth and development. In 2009, he was appointed Chief Operating Officer, overseeing key strategic initiatives, operational efficiencies, and the Company’s expansion. His leadership extended further in 2012 when he became CEO of BGC Brokers, L.P., guiding the UK business through a period of growth and transformation. In 2023, he assumed the role of Co-Global Head of Brokerage, further strengthening BGC’s position in the industry.

About BGC Group, Inc.

For more information about BGC, please visit www.bgcg.com.

Discussion of Forward-Looking Statements about BGC

MEDIA CONTACT:

Erica Chase

erica.chase@bgcg.com

+1 212-610-2419

INVESTOR CONTACT:

Jason Chryssicas

+1 212-610-2426

Cover	Feb. 18, 2025
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 18, 2025
Entity File Number	001-35591
Entity Registrant Name	BGC Group, Inc.
Entity Central Index Key	0001094831
Entity Tax Identification Number	86-3748217
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	499 Park Avenue
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10022
City Area Code	212
Local Phone Number	610-2200
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A Common Stock, $0.01 par value
Trading Symbol	BGC
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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