EX-25.1 4 ea021976601ex25-1_bgcgroup.htm FORM T-1 STATEMENT OF ELIGIBILITY, DATED AS OF NOVEMBER 1, 2024, OF UMB BANK, N.A. TO ACT AS TRUSTEE UNDER THE INDENTURE BETWEEN BGC GROUP, INC. AND UMB BANK, N.A., AS TRUSTEE

Exhibit 25.1

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

Statement of Eligibility Under

The Trust Indenture Act of 1939 of a

Corporation Designated to Act as Trustee

Check if an Application to Determine Eligibility of

a Trustee Pursuant to Section 305(b)(2)

UMB BANK, NATIONAL ASSOCIATION

(Exact name of trustee as specified in its charter)

44-0194180

(I.R.S. Employer Identification No.)

1010 Grand Blvd. Kansas City, Missouri |  | 64106
(Address of principal executive offices) |  | (Zip Code)

David Massa

UMB BANK, NATIONAL ASSOCIATION

100 William Street, Suite 1850

New York, NY 10038

(646) 650-3790

(Name, address and telephone number of agent for service)

BGC Group, Inc.

(Exact name of obligor as specified in its charter)

Delaware |  | 86-3748217
(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)

499 Park Avenue New York, New York |  | 10022
(Address of principal executive offices) |  | (Zip Code)

Debt Securities

(Title of the indenture securities)

FORM T-1

| Item 1. | GENERAL INFORMATION. Furnish the following information as to the Trustee.

| a) | Name and address of each examining or supervising authority to which it is subject.

The Comptroller of the Currency

Mid-Western District
2345 Grand Avenue, Suite 700
Kansas City, Missouri 64108
Federal Reserve Bank of Kansas City
Federal Reserve P.O. Station
Kansas City, Missouri 64198
Supervising Examiner
Federal Deposit Insurance Corporation
720 Olive Street, Suite 2909
St. Louis, Missouri 63101

| b) | Whether it is authorized to exercise corporate trust powers.

Yes.

| Item 2. | AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation.

None.

| Items 3-15. | Items 3-15 are not applicable because, to the best of the Trustee’s knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee.

| Item 16. | LIST OF EXHIBITS. List below all exhibits filed as a part of this statement of eligibility and qualification.

| 1. | Articles of Association of the Trustee (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-74008).

| 2. | Certificate of Authority from the Comptroller of the Currency evidencing a change of the corporate title of the Association (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-74008).

| 3. | Certificate from the Comptroller of the Currency evidencing authority to exercise corporate trust powers and a letter evidencing a change of the corporate title of the Association (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-74008).

| 4. | Bylaws, as amended, of the Trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-74008).

| 5. | Not applicable.

| 6. | The consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Registration Statement No. 333-74008).

| 7. | Report of Condition of the Trustee as of June 30, 2024 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.

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SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, UMB BANK, NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the city of New York, State of New York on the 1st day of November, 2024.

| UMB BANK, NATIONAL ASSOCIATION
| By: | /s/ David Massa
|  | David Massa
|  | Senior Vice President

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Exhibit 7

(See Attached)