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BGC Group, Inc.

BGC Group, Inc.BGCEarnings & Financial Report

Nasdaq

BGC Group, Inc. is an American global financial services company based in New York City and London. Originally formed as part of the larger Cantor Fitzgerald organization, BGC Partners became its own entity in 2004.

What changed in BGC Group, Inc.'s 10-K — 2024 vs 2025

Top changes in BGC Group, Inc.'s 2025 10-K

757 paragraphs added · 803 removed · 581 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

128 edited+36 added−28 removed157 unchanged
Meanwhile, global “Basel IV” standards are expected be adopted in the years to come. Much of our global derivatives volumes continue to be executed by non-U.S. based clients outside the United States and subject to local prudential regulations.
Meanwhile, global “Basel IV” standards are expected to be adopted in the years to come. Much of our global derivatives volumes continue to be executed by non-U.S. based clients outside the United States and subject to local prudential regulations.
Capital Requirements U.S. Every U.S.-registered broker-dealer is subject to the Uniform Net Capital Requirements. FCMs, such as our subsidiary, Mint Brokers, are also subject to CFTC capital requirements. These requirements are designed to ensure financial soundness and liquidity by prohibiting a broker or dealer from engaging in business at a time when it does not satisfy minimum net capital requirements.
Every U.S.-registered broker-dealer is subject to the Uniform Net Capital Requirements. FCMs, such as our subsidiary, Mint Brokers, are also subject to CFTC capital requirements. These requirements are designed to ensure financial soundness and liquidity by prohibiting a broker or dealer from engaging in business at a time when it does not satisfy minimum net capital requirements.
In France, Aurel BGC SAS and BGC France Holdings; in Australia, Fixed Income Solutions Pty Ltd and BGC Partners (Australia) Pty Limited; in Japan, BGC Shoken Kaisha Limited’s Tokyo branch and BGC Capital Markets Japan LLC’s Tokyo Branch; in Singapore, BGC Partners (Singapore) Limited, GFI Group Pte Ltd and Ginga Global Market Pte Ltd; in South Korea, BGC Capital Markets & Foreign Exchange Broker (Korea) Limited and GFI Korea Money Brokerage Limited; in the Philippines, GFI Group (Philippines) Inc., all have net capital requirements imposed upon them by local regulators.
In France, Aurel BGC SAS and BGC France Holdings; in Australia, Fixed Income Solutions Pty Ltd and BGC Partners (Australia) Pty Limited; in Japan, BGC Shoken Kaisha Limited’s Tokyo branch and BGC Capital Markets Japan LLC’s Tokyo Branch; in Singapore, BGC Partners (Singapore) Limited, GFI Group Pte Ltd and Ginga Global Market Pte Ltd; in South Korea, BGC Capital Markets & Foreign Exchange Broker (Korea) Limited and GFI Korea Money Brokerage Limited; and in the Philippines, GFI Group (Philippines) Inc., all have net capital requirements imposed upon them by local regulators.
Desks are categorized as “Fenics Integrated” if they utilize sufficient levels of technology such that significant amounts of their transactions can be or are executed without broker intervention and have expected pre-tax margins of at least 25%. • Fenics Growth Platforms includes FMX UST, FMX FX, FMX Futures Exchange, Lucera, PortfolioMatch, Fenics GO, and our other newer standalone platforms.
Desks are categorized as “Fenics Integrated” if they utilize sufficient levels of technology such that significant amounts of their transactions can be or are executed without broker intervention and have expected pre-tax margins of at least 25%. • Fenics Growth Platforms includes FMX UST, FMX FX, FMX Futures Exchange, Lucera, PortfolioMatch, and our other newer standalone platforms.
Fenics, BGC’s higher-margin technology-driven business, has grown significantly, supported by our investment in new trading technologies and platforms, as well as from trends of proliferating electronic execution across the capital markets and the demand for data services. Fenics is the foundation for our Fully Electronic and associated Hybrid transactions across all asset classes.
Fenics, BGC’s higher-margin technology-driven business, has grown significantly, supported by our investment and innovation in new trading technologies and platforms, as well as from trends of proliferating electronic execution across the capital markets and the demand for data services. Fenics is the foundation for our Fully Electronic and associated Hybrid transactions across all asset classes.
Examples include a range of career-oriented work experiences and internship programs, mentorship programs, and leadership development programs that are open to all. For example, the Rising Professionals League (“RPL”) was introduced to build upon the legacy of Cantor Fitzgerald by inspiring career growth professionally and socially while promoting a cohesive environment and positively impacting the community.
Examples include a range of career-oriented work experiences and internship programs, mentorship programs, and leadership development programs that are open to all. For example, the Rising Professionals League was introduced to build upon the legacy of Cantor Fitzgerald by inspiring career growth professionally and socially while promoting a cohesive environment and positively impacting the community.
While we generally believe the net impact of the rules and regulations are positive for our business, it is possible that unintended consequences of the rules and regulations may materially adversely affect us in ways yet to be determined. The Digital Operational Resilience Act (“DORA”) became effective as of January 17, 2025.
While we generally believe the net impact of the rules and regulations is positive for our business, it is possible that unintended consequences of the rules and regulations may materially adversely affect us in ways yet to be determined. The Digital Operational Resilience Act (“DORA”) became effective as of January 17, 2025.
Growth in new trading venues has led to fragmentation of liquidity across the financial markets. Our network solutions business helps aggregate liquidity and connect counterparties across these marketplaces. We compete with other market infrastructure and connectivity providers, such as Pico, ION Group and Bloomberg.
Growth in new trading venues has led to fragmentation of liquidity across the financial markets. Our network solutions business, Lucera, helps aggregate liquidity and connect counterparties across these marketplaces. We compete with other market infrastructure and connectivity providers, such as Pico, ION Group and Bloomberg.
Subject to the approval of the Compensation Committee or its designee, certain N Units may have been converted into the underlying unit type (i.e., an NREU could be converted into an REU) and could then participate in BGC Holdings distributions, subject to terms and conditions determined by us as the general partner of BGC Holdings, in our sole discretion, including that the recipient continue to provide substantial services to us and comply with his or her partnership obligations. 35 Table of Contents BGC OpCos Partnership Structures We are a holding company with no direct operations, and our business is operated through two operating partnerships, BGC U.S.
Subject to the approval of the Compensation Committee or its designee, certain N Units may have been converted into the underlying unit type (i.e., an NREU could be converted into an REU) and could then participate in BGC Holdings distributions, subject to terms and conditions determined by us as the general partner of BGC Holdings, in our sole discretion, including that the recipient continue to provide substantial services to us and comply with his or her partnership obligations. 37 Table of Contents BGC OpCos Partnership Structures We are a holding company with no direct operations, and our business is operated through two operating partnerships, BGC U.S.
This information contained on, or that may be accessed through our websites or other websites referenced herein, is not part of, and not incorporated into, this document. OUR ORGANIZATIONAL STRUCTURE Dual Class Equity Structure of BGC Group, Inc. We have a dual class equity structure, consisting of shares of BGC Class A common stock and BGC Class B common stock.
This information contained on, or that may be accessed through our website or other websites referenced herein, is not part of, and not incorporated into, this document. OUR ORGANIZATIONAL STRUCTURE Dual Class Equity Structure of BGC Group, Inc. We have a dual class equity structure, consisting of shares of BGC Class A common stock and BGC Class B common stock.
We believe that it is likely ICE, CME, or other exchange operators may seek to compete with us in the future by acquiring other such brokers, by creating listed products designed to mimic OTC products, or through other means.
We believe that it is likely ICE, CME, or other exchange operators compete and may seek to compete with us in the future by acquiring other such brokers, by creating listed products designed to mimic OTC products, or through other means.
The implementation of DORA in January 2025 represents a key delivery of the EU’s strategic initiatives and supervisors will assess compliance with DORA as part of their efforts to achieve the Union Strategic Supervisory Priorities (“USSPs”) broader strategic goals.
The implementation of DORA in January 2025 represents a key delivery of the EU’s strategic initiatives and supervisors will assess compliance with DORA as part of their efforts to achieve the Union Strategic Supervisory Priorities broader strategic goals.
We believe that having investments in us, our executives and key brokers and other employees feel a sense of responsibility for the health and performance of our business and have a strong incentive to maximize our revenues and profitability.
We believe that by having investments in us, our executives and key brokers and other employees feel a sense of responsibility for the health and performance of our business and have a strong incentive to maximize our revenues and profitability.
As a result of the Corporate Conversion, 64.0 million Cantor units, including 5.7 million purchased on June 30, 2023, were converted into shares of BGC Group Class B common stock, subject to the terms and conditions of the Corporate Conversion Agreement, provided that a portion of the 64.0 million shares of BGC Group Class B common stock issued to Cantor will exchange into BGC Group Class A common stock in the event that BGC Group does not issue at least $75,000,000 in shares of BGC Group Class A or B common stock in connection with certain acquisition transactions prior to July 1, 2030, the seventh anniversary of the Corporate Conversion.
As a result of the Corporate Conversion, 64.0 million Cantor units, including 5.7 million purchased by Cantor on June 30, 2023, were converted into shares of BGC Class B common stock, subject to the terms and conditions of the Corporate Conversion Agreement, provided that a portion of the 64.0 million shares of BGC Class B common stock issued to Cantor will exchange into BGC Class A common stock in the event that BGC does not issue at least $75,000,000 in shares of BGC Class A or B common stock in connection with certain acquisition transactions prior to July 1, 2030, the seventh anniversary of the Corporate Conversion.
We have been able to attract businesses and brokers, salespeople, managers, technology professionals and other front-office personnel to our platform as we believe they recognize that we have the scale, technology, experience and expertise to succeed.
We have been able to attract businesses and brokers, salespeople, managers, and other front-office personnel to our platform as we believe they recognize that we have the scale, technology, experience and expertise to succeed.
The following table sets forth certain jurisdictions, other than the U.S., in which we do business and the applicable regulatory authority or authorities of each such jurisdiction: Jurisdiction Regulatory Authorities/Self-Regulatory Organizations Argentina Comisión Nacional de Valores Australia Australian Securities and Investments Commission and Australian Securities Exchange Bahrain The Central Bank of Bahrain Brazil Brazilian Securities and Exchange Commission, the Central Bank of Brazil, BM&F BOVESPA and Superintendencia de Seguros Privados Canada Ontario Securities Commission, Autorite des Marches Financiers (Quebec), Investment Industry Regulatory Organization of Canada (IIROC) Chile Superintendencia de Valores y Seguros China China Banking Regulatory Commission, State Administration of Foreign Exchange Colombia Superintendencia Financiera de Colombia Denmark Finanstilsynet Dubai International Financial Centre Dubai Financial Supervisory Authority France ACPR (L’Autorité de Contrôle Prudentiel et de Résolution), AMF (Autorité des Marchés Financiers) Germany Bundesanstalt für Finanzdienstleistungsaufsicht (BAFIN) Hong Kong Hong Kong Securities and Futures Commission and The Hong Kong Monetary Authority Ireland Central Bank of Ireland Israel Israel Securities Authority Italy Commissione Nazionale Per Le Societa E La Borsa (CONSOB) Japan Japanese Financial Services Agency, Japan Securities Dealers Association and the Securities and Exchange Surveillance Commission Mexico Banking and Securities National Commission, Comision Nacional Bancaria y de Valores (CNBV) Monaco Commission for the Control of Financial Affairs (CCAF) 27 Table of Contents Peru Ministerio de Economica y Finanzas Philippines Securities and Exchange Commission Russia Federal Service for Financial Markets Singapore Monetary Authority of Singapore South Africa Johannesburg Stock Exchange South Korea Financial Services Commission Spain Comision Nacional del Mercado de Valores (CNMV) Switzerland Financial Markets Supervisory Authority (FINMA), Swiss Federal Banking Commission United Kingdom Financial Conduct Authority While we continue to have a compliance framework in place to comply with both existing and proposed rules and regulations, it is possible that the existing regulatory framework may be amended, which amendments could have a positive or negative impact on our business, financial condition, results of operations and prospects.
The following table sets forth certain jurisdictions, other than the U.S., in which we do business and the applicable regulatory authority or authorities of each such jurisdiction: Jurisdiction Regulatory Authorities/Self-Regulatory Organizations Argentina Comisión Nacional de Valores Australia Australian Securities and Investments Commission and Australian Securities Exchange Brazil Brazilian Securities and Exchange Commission, the Central Bank of Brazil, BM&F BOVESPA and Superintendencia de Seguros Privados 26 Table of Contents Canada Ontario Securities Commission, Autorite des Marches Financiers (Quebec), Investment Industry Regulatory Organization of Canada (IIROC) Chile Superintendencia de Valores y Seguros China China Banking Regulatory Commission, State Administration of Foreign Exchange Colombia Superintendencia Financiera de Colombia Denmark Finanstilsynet Dubai International Financial Centre Dubai Financial Supervisory Authority France ACPR (L’Autorité de Contrôle Prudentiel et de Résolution) Germany Bundesanstalt für Finanzdienstleistungsaufsicht (BAFIN) Hong Kong Hong Kong Securities and Futures Commission and The Hong Kong Monetary Authority Ireland Central Bank of Ireland Israel Israel Securities Authority Italy Commissione Nazionale Per Le Societa E La Borsa (CONSOB) Japan Japanese Financial Services Agency, Japan Securities Dealers Association and the Securities and Exchange Surveillance Commission Mexico Banking and Securities National Commission, Comision Nacional Bancaria y de Valores (CNBV) Monaco Commission for the Control of Financial Affairs (CCAF) Peru Ministerio de Economica y Finanzas Philippines Securities and Exchange Commission Russia Federal Service for Financial Markets Singapore Monetary Authority of Singapore South Africa Johannesburg Stock Exchange South Korea Financial Services Commission Spain Comision Nacional del Mercado de Valores (CNMV) Switzerland Financial Markets Supervisory Authority (FINMA), Swiss Federal Banking Commission United Kingdom Financial Conduct Authority While we continue to have a compliance framework in place to comply with both existing and proposed rules and regulations, it is possible that the existing regulatory framework may be amended, which amendments could have a positive or negative impact on our business, financial condition, results of operations and prospects. 27 Table of Contents Capital Requirements U.S.
On November 23, 2018, those shares of BGC Class A common stock were converted into 10.0 million shares of BGC Class B common stock and remain pledged in connection with the partner loan program, as amended and restated effective as of October 5, 2023 with such modifications thereto as necessary to reflect the Corporate Conversion.
On November 23, 2018, those shares of BGC Class A common stock were converted into 10.0 million shares of BGC Class B common stock and remain pledged in connection with the partner loan program, as such pledge was amended and restated effective as of October 5, 2023 and with such modifications thereto as necessary to reflect the Corporate Conversion.
In addition to exchanges, other electronic trading platforms which primarily operate in the dealer-to-client markets, including those run by MarketAxess and Tradeweb, now compete with us in the inter-dealer markets. At the same time, we have begun to offer an increasing number of our products and services to the customers of firms like MarketAxess and Tradeweb.
In addition to exchanges, other electronic trading platforms which primarily operate in the institutional markets, including those run by MarketAxess and Tradeweb, now compete with us in the inter-dealer markets. At the same time, we have begun to offer an increasing number of our products and services to the customers of firms like MarketAxess and Tradeweb.
BGC is a global operation with offices across all major geographies, including New York and London, as well as in Bahrain, Beijing, Bogota, Brisbane, Cape Town, Chicago, Copenhagen, Dubai, Dublin, Frankfurt, Geneva, Hong Kong, Houston, Johannesburg, Madrid, Manila, Melbourne, Mexico City, Miami, Milan, Monaco, Nyon, Paris, Perth, Rio de Janeiro, Santiago, São Paulo, Seoul, Shanghai, Singapore, Sydney, Tel Aviv, Tokyo, Toronto, Wellington and Zurich.
BGC is a global operation with offices across all major geographies, including New York and London, as well as in Beijing, Bogota, Brisbane, Cape Town, Chicago, Copenhagen, Dubai, Dublin, Frankfurt, Geneva, Hong Kong, Houston, Johannesburg, Madrid, Manila, Melbourne, Mexico City, Miami, Milan, Monaco, Nyon, Palm Beach, Paris, Perth, Rio de Janeiro, Santiago, São Paulo, Seoul, Shanghai, Singapore, Sydney, Tel Aviv, Tokyo, Toronto, Wellington and Zurich.
We have invested significantly in our human capital resources through acquisitions, and the hiring of new brokers, salespeople, managers, technology professionals and other front-office personnel. The business climate for these acquisitions and recruitment has been competitive, and it is expected that these conditions will persist for the foreseeable future.
We have invested significantly in our human capital resources through acquisitions, and the hiring of new brokers, salespeople, managers, and other front-office personnel. The business climate for these acquisitions and recruitment has been competitive, and it is expected that these conditions will persist for the foreseeable future.
Our existing and potential competitors include other wholesale financial brokerage and inter-dealer brokerage firms, energy, commodity and shipping brokerage firms, multi-dealer trading companies, financial technology companies, market data and information vendors, securities and futures exchanges, electronic communications networks, crossing systems, software companies, financial trading consortia, as well as business-to-business marketplace infrastructure companies.
Our existing and potential competitors include inter-dealer and wholesale financial brokerage firms, energy, commodity and shipping brokerage firms, multi-dealer trading companies, financial technology companies, market data and information vendors, securities and futures exchanges, electronic communications networks and trading platforms, crossing systems, software companies, financial trading consortia, as well as business-to-business marketplace infrastructure companies.
Much of our existing EU derivatives and fixed income execution business now take place on OTFs. Further to its decision to leave the EU, the U.K. has implemented MIFID II’s requirements into its own domestic legislation.
Much of our existing EU derivatives and fixed income execution business now takes place on OTFs. Further to its decision to leave the EU, the U.K. has implemented MIFID II’s requirements into its own domestic legislation.
From time to time, our “associated persons” have been and are subject to routine investigations, none of which to date have had a material adverse effect on our business, financial condition, results of operations or prospects. Regulators and legislators in the U.S. and EU continue to craft new laws and regulations for the global OTC derivatives markets.
From time to time, our “associated persons” have been and are subject to routine investigations, none of which to date have had a material adverse effect on our business, financial condition, results of operations or prospects. 23 Table of Contents Regulators and legislators in the U.S. and EU continue to craft new laws and regulations for the global OTC derivatives markets.
We utilize sophisticated proprietary electronic trading platforms to provide execution and market data services to our customers. The services are available through our proprietary API, FIX and a multi-asset proprietary trading platforms, operating under brands including BGC Trader™, CreditMatch®, Fenics®, FMX™, GFI ForexMatch®, BGCForex™, BGCCredit™, BGCRates™, FMX FX™, FMX UST™, FMX NDF™, FMX Repo™, FenicsDirect™, Fenics GO®, MidFX™, and GBX®.
Trading Technology We utilize sophisticated proprietary electronic trading platforms to provide execution and market data services to our customers. The services are available through our proprietary API, FIX and multi-asset proprietary trading platforms, operating under brands including BGCCredit™, BGCForex™, BGCRates™, BGC Trader™, CreditMatch®, Fenics®, FenicsDirect™, FMX™, FMX FX™, FMX NDF™, FMX Repo™, FMX UST™, GBX®, GFI ForexMatch®, and MidFX™.
As more products become centrally cleared, and as our customers request that we use a particular venue, we expect to expand the number of clearinghouses to which we connect in the future. Systems Architecture. Our systems consist of layered components, which provide matching, credit management, market data distribution, position reporting, customer display and customer integration.
As more products become centrally cleared, and as our customers request that we use a particular venue, we expect to expand the number of clearinghouses to which we connect in the future. 20 Table of Contents Systems Architecture Our systems consist of layered components, which provide matching, credit management, market data distribution, position reporting, customer display and customer integration.
We compete primarily with other inter-dealer or wholesale financial brokers and energy, commodity and shipping brokers for market share, brokers, salespeople and suitable acquisition candidates. Inter-Dealer and Wholesale Financial Brokers We primarily compete with two publicly traded, diversified inter-dealer and wholesale financial brokers, TP ICAP and Tradition.
We compete primarily with other inter-dealer or wholesale financial brokers and energy, commodity and shipping brokers for market share, brokers, salespeople and suitable acquisition candidates. Wholesale Financial and Energy, Commodity and Shipping Brokerage Firms We primarily compete with two publicly traded, diversified inter-dealer and wholesale financial brokers, TP ICAP and Tradition.
Tradeweb’s management has previously said that it would like to further expand into other inter-dealer markets, and in June 2021, it acquired Nasdaq’s U.S. fixed income electronic trading platform, formerly known as eSpeed. In 2013, BGC sold the eSpeed platform to Nasdaq, and subsequently launched a competing platform, FMX UST.
Tradeweb’s management has previously said that it would like to further expand into other wholesale markets, and in June 2021, it acquired Nasdaq’s U.S. fixed income electronic trading platform, formerly known as eSpeed. In 2013, BGC sold the eSpeed platform to Nasdaq, and subsequently launched a competing platform, FMX UST.
FMX provides fully electronic trading in cash treasuries, foreign exchange and U.S. interest rate futures by combining FMX’s U.S. Treasury business with our state-of-the-art FMX Futures Exchange.
FMX provides fully electronic trading in cash treasuries, foreign exchange and U.S. interest rate futures by combining FMX’s U.S. Treasury and Foreign Exchange businesses with our state-of-the-art FMX Futures Exchange.
RPL strives to instill a strong sense of inclusion and belonging for rising professionals through a variety of opportunities that promote professional development and support the community through acts of thoughtful service.
The Rising Professionals League strives to instill a strong sense of inclusion and belonging for rising professionals through a variety of opportunities that promote professional development and support the community through acts of thoughtful service.
Sustainable Business Practices We aim to be a leading broker for the green economy, and we believe our Energy, Commodities and Shipping business is a world leader in the environmental and energy transition markets.
Broker for the Green Economy We aim to be a leading broker for the green economy, and we believe our Energy, Commodities and Shipping business is a world leader in the environmental and energy transition markets.
Fenics’ offerings include Fully Electronic brokerage products and services, as well as offerings in data, network and post-trade services across the Company. Our Fully Electronic standalone platforms include FMX UST, FMX FX, PortfolioMatch, and Fenics GO, among others. Going forward, we expect Fenics to become an even more valuable part of BGC as it continues to grow.
Fenics’ offerings include Fully Electronic brokerage products and services, as well as offerings in data, network and post-trade services across the Company. Our Fully Electronic standalone trading platforms include FMX UST, FMX FX, FMX Futures Exchange, and PortfolioMatch, among others. Going forward, we expect Fenics to become an even more valuable part of BGC as it continues to grow.
The pre-trade software suite combines proprietary market data, pricing and calculation libraries, together with those outsourced from external providers. The tools in turn publish to a normalized, global market data distribution platform, allowing prices and rates to be distributed to our proprietary network, data vendor pages, secure websites and trading applications as indicative pricing. Inter-Dealer and Wholesale Trading Technology.
The pre-trade software suite combines proprietary market data, pricing and calculation libraries, together with those outsourced from external providers. The tools in turn publish to a normalized, global market data distribution platform, allowing prices and rates to be distributed to our proprietary network, data vendor pages, secure websites and trading applications as indicative pricing.
Our website also contains additional information with respect to our industry and business. The information contained on, or that may be accessed through, our website is not part of, and is not incorporated into, this Annual Report on Form 10‑K. 37 Table of Contents
Our website also contains additional information with respect to our industry and business. The information contained on, or that may be accessed through, our website is not part of, and is not incorporated into, this Annual Report on Form 10‑K.
In addition, ICE operates both regulated exchanges and OTC execution services, and in the latter, it competes directly with inter-dealer and wholesale financial brokers in energy, commodities, and credit products. ICE entered these OTC markets primarily by acquiring independent OTC brokers.
For example, ICE operates both regulated exchanges and OTC execution services, and in the latter, it competes directly with inter-dealer and wholesale financial brokers in energy, commodities, and credit products. ICE entered these OTC markets primarily by acquiring independent OTC brokers.
These businesses have highly recurring and compounding revenue bases, which are reported within our Fenics business. Fenics Market Data™ is a supplier of real-time, tradable, indicative, end-of-day and historical market data.
These businesses have highly recurring and compounding revenue bases, which are reported within our Fenics business. 18 Table of Contents Fenics Market Data™ is a supplier of real-time, tradable, indicative, end-of-day and historical market data.
We also acquired the Futures Exchange Group from Cantor in July 2021, which represents our futures exchange and related clearinghouse. 15 Table of Contents We have rebuilt our U.S. presence and have continued to expand our global footprint through the acquisition and integration of established brokerage companies and the hiring of experienced brokers.
We also acquired the Futures Exchange Group from Cantor in July 2021, which represents our futures exchange and related clearinghouse. We have rebuilt our U.S. presence and have continued to expand our global footprint through the acquisition and integration of established brokerage companies and the hiring of experienced brokers and technologists.
On November 3, 2021, we announced FMX, which combined Fenics’ U.S. Treasury business with a state-of-the-art U.S. Rates futures platform. On January 22, 2024, FMX received CFTC approval to operate an exchange for U.S. Treasury and SOFR futures. On April 25, 2024, we announced that Bank of America, Barclays, Citi, Goldman Sachs, J.P.
On November 3, 2021, we announced FMX, which combined Fenics’ U.S. Treasury and Foreign Exchange businesses with a state-of-the-art U.S. Interest Rates futures exchange. On January 22, 2024, FMX received CFTC approval to operate an exchange for U.S. Treasury and SOFR futures. On April 25, 2024, we announced that Bank of America, Barclays, Citi, Goldman Sachs, J.P.
We continue to develop initiatives to support these values. Employee Resource Groups In order to incentivize and enable our employees to grow both professionally and personally, we build employee resource groups, which are open to all employees. A number of initiatives across our geographic regions are in place to promote our corporate values and foster greater inclusion and belonging.
Employee Resource Groups In order to incentivize and enable our employees to grow both professionally and personally, we build employee resource groups, which are open to all employees. A number of initiatives across our geographic regions are in place to promote our corporate values and foster greater inclusion and belonging.
For more information about FMX, see “Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations – Overview and Business Environment.” 17 Table of Contents ECS Brokerage We provide brokerage services for most widely traded energy and commodities products, including futures and OTC products covering refined and crude oil, power and electricity, natural gas, liquefied natural gas, environmental and emissions products, weather derivatives, base metals, coal and soft commodities.
For more information about FMX, see Part II, “Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations – Overview and Business Environment.” ECS Brokerage We provide brokerage services for the most widely traded energy and commodities products, including futures and OTC products covering refined and crude oil, power and electricity, natural gas, liquefied natural gas, environmental and emissions products, weather derivatives, base metals, coal and soft commodities.
Gerald Cantor, the pioneer in screen brokerage services and fixed income market data products. In April 2008, BGC and certain other Cantor assets merged with and into eSpeed, and the combined company began operating under the name “BGC Partners, Inc.” In June 2013, we sold certain assets relating to our U.S. Treasury benchmark business and the name “eSpeed” to Nasdaq.
Gerald Cantor, the pioneer in screen brokerage services and fixed income market data products. In April 2008, BGC and certain other Cantor assets merged with and into eSpeed, and the combined company began operating under the name “BGC Partners, Inc.” In June 2013, we sold certain assets relating to our U.S.
The law also requires that standardized OTC derivatives be traded in an open and non-exclusionary manner on a DCM or a SEF. 23 Table of Contents BGC Derivative Markets and GFI Swaps Exchange LLC, our subsidiaries, operate as SEFs.
The law also requires that standardized OTC derivatives be traded in an open and non-exclusionary manner on a DCM or a SEF. BGC Derivative Markets and GFI Swaps Exchange LLC, our subsidiaries, operate as SEFs.
The BGC trading platform services are operated out of several globally distributed data centers and delivered to customers over BGC’s global private network, third-party connectivity providers as well as the Internet. BGC’s proprietary graphical user interfaces and the API/FIX connectivity are deployed at hundreds of major banks and institutions and service thousands of users. Post-Trade Straight Through Processing Technology.
The BGC trading platform services are operated out of several globally distributed data centers and delivered to customers over BGC’s global private network, third-party connectivity providers as well as the Internet. BGC’s proprietary graphical user interfaces and the API/FIX connectivity are deployed at hundreds of major banks and institutions and service thousands of users.
Our Board-level ESG Committee provides oversight with respect to our ESG, corporate responsibility sustainability policies and practices.
Our Board-level Corporate Responsibility Committee provides oversight with respect to our corporate responsibility policies and practices.
As of December 31, 2024, we had 2,161 brokers, salespeople, managers, technology professionals and other front-office personnel across our businesses. Our History Our business originated from Cantor, one of the oldest and most established inter-dealer and wholesale brokerage franchises in the financial intermediary industry. Cantor started our wholesale intermediary brokerage operations in 1972.
As of December 31, 2025, we had 2,510 brokers, salespeople, managers, and other front-office personnel across our businesses. Our History Our business originated from Cantor, one of the oldest and most established inter-dealer and wholesale brokerage franchises in the financial intermediary industry. Cantor started our wholesale intermediary brokerage operations in 1972.
We have a variety of programs to incentivize and support our employees, from employee ownership to comprehensive benefits and training. We have a passionate commitment to charity.
We have a variety of programs to incentivize and support our employees, from employee ownership to comprehensive benefits and learning and development. We have a passionate commitment to charity.
We had net assets in our regulated subsidiaries of $751.0 million and $734.1 million for the years ended December 31, 2024 and 2023, respectively. Human Capital Management Unless the context indicates otherwise, references in this Human Capital Management section to our “employees” include our professionals who are independent contractors.
We had net assets in our regulated subsidiaries of $871.9 million and $751.0 million for the years ended December 31, 2025 and 2024, respectively. Human Capital Management Unless the context indicates otherwise, references in this Human Capital Management section to our “employees” include our professionals who are independent contractors.
The FMX Equity Partners received an additional 10.3% of equity ownership subject to driving trading volumes and meeting certain volume targets across the FMX ecosystem. On September 23, 2024, FMX Futures Exchange launched the trading of SOFR futures, the largest notional futures contract in the world.
The FMX Equity Partners received an additional 10.3% of equity ownership subject to driving trading volumes and meeting certain volume targets across the FMX ecosystem. On September 23, 2024, FMX Futures Exchange launched the trading of SOFR futures, the largest notional futures contract in the world. On May 18, 2025, FMX Futures Exchange also launched the trading of U.S.
For more information about these topics, initiatives and specific examples of policies and practices, see our website at www.bgcg.com/esg. Our Environmental Focus, Workplace Strategies and Sustainable Business Practices As a responsible business operating within financial services, we are aware of climate change and other major issues affecting the environment.
For more information about these topics, initiatives and specific examples of policies and practices, see our website at www.bgcg.com/corporate-responsibility/. 32 Table of Contents Environmental Focus, Workplace Strategies and Sustainable Business Practices As a responsible financial services business, we are aware of climate change and other major issues affecting the environment.
Our clients include many of the world’s largest banks, broker-dealers, trading firms, hedge funds, governments, corporations, investment firms, commodity trading firms and end users, such as producers and consumers.
Treasuries platform and spot foreign exchange platform. Our clients include many of the world’s largest banks, broker-dealers, trading firms, hedge funds, governments, corporations, investment firms, commodity trading firms and end users, such as producers and consumers.
Several large banks continue to hold public equity stakes in Tradeweb. LSEG is Tradeweb’s single largest shareholder. Although Tradeweb operates primarily as a dealer to customer platform, some of its offerings include a voice and electronic inter-dealer platform.
Several large banks continue to hold public equity stakes in Tradeweb. LSEG is Tradeweb’s single largest shareholder. Although Tradeweb operates primarily as an institutional platform, some of its offerings include a voice and electronic wholesale platform.
Senate on February 18, 2025 and stepped down from all of his positions with BGC and as Chairman of the Board. Our Board has elected Brandon Lutnick and Stephen Merkel, our General Counsel, to join our Board of Directors and Mr. Merkel to serve as Chairman of the Board. Mr. Windeatt, our Chief Operating Officer, became Co-CEO along with Mr.
Senate on February 18, 2025 and stepped down from all of his positions with BGC and as Chairman of the Board. Our Board elected Mr. Brandon Lutnick and Mr. Stephen Merkel to join our Board of Directors and Mr. Stephen Merkel to serve as Chairman of the Board. Mr. Sean Windeatt became Co-Chief Executive Officer along with Mr.
The ESG Committee charter may be found on our website at www.bgcg.com/esg/governance under the heading “Independent Environmental, Social and Governance Committee.” With the Board’s and the ESG Committee’s oversight, we are embedding social and human capital, employment, environmental, sustainability, charitable and corporate governance policies and practices into our corporate strategy, compensation, disclosure, and goals to maintain and advance long-term stockholder value.
The Corporate Responsibility Committee charter may be found on our website at www.bgcg.com/corporate-responsibility/governance/ under the heading “Corporate Responsibility Committee Charter.” With the Board’s and the Corporate Responsibility Committee’s oversight, we are embedding social and human capital, employment, environmental, sustainability, charitable and corporate governance policies and practices into our corporate strategy, compensation, disclosure, and goals to maintain and advance long-term value for our investors and other stakeholders.
BGC Brokers L.P., GFI Brokers Limited, and GFI Securities Limited, which are based in the U.K., are currently subject to solo capital requirements established by the FCA’s Investment Firm Prudential Regime. In addition, BGC European Holdings LP is subject to the FCA’s consolidated capital requirements.
BGC Brokers L.P., GFI Securities Limited, Oil Brokerage Limited and OTC Europe LLP, which are based in the U.K., are subject to solo capital and liquidity requirements established by the FCA’s Investment Firm Prudential Regime. In addition, BGC European Holdings LP is subject to the FCA’s consolidated capital and liquidity requirements.
Through these actions, we have been able to expand our presence in key markets and position our business for sustained growth. Since 2015, our acquisitions have included GFI, Sunrise Brokers, Poten & Partners, Ginga Petroleum, the Futures Exchange Group, Trident, ContiCap, and Sage.
Through these actions, we have been able to expand our presence in key markets and position our business for sustained growth. Since 2015, our acquisitions have included GFI, Sunrise Brokers, Poten & Partners, Ginga, the Futures Exchange Group, Trident, Open Energy, ContiCap, Sage, Macro Hive, OTC Global, and AMCOM.
The diagram reflects the following activity of BGC Class A common stock from January 1, 2024 through December 31, 2024 as: (a) the restrictions released on 19.9 million shares of BGC Class A common stock; (b) 36.2 million shares of BGC Class A common stock repurchased by us; (c) 10.0 million shares of BGC Class A common stock issued for vested RSUs; (d) 0.5 million shares of BGC Class A common stock issued for contingent shares issued in exchange for acquisition units; (e) 0.1 million shares of BGC Class A common stock issued for contingent shares from acquisitions; (f) 0.5 million shares of BGC Class A common stock issued for consideration for acquisitions in fiscal year 2024; (g) 1.8 million shares of BGC Class A common stock issued for contingent shares issued in exchange for former partners’ units in BGC Holdings; (h) 2.4 million shares of BGC Class A restricted common stock forfeited by former partners and employees; and (i) 9.0 million shares of BGC Class A common stock issued for compensation. 1.1 million shares of Class A common stock were issued by us under our acquisition shelf 2019 Form S-4 Registration Statement (Registration No. 333-233761) between January 1, 2024 and December 31, 2024; 16.6 million of such shares remain available for issuance by us under such Registration Statement.
The diagram reflects the following activity of BGC Class A common stock from January 1, 2025 through December 31, 2025: (a) restrictions released on 6.7 million shares of BGC Class A common stock; (b) 32.0 million shares of BGC Class A common stock repurchased by us; (c) 9.9 million shares of BGC Class A common stock issued for vested RSUs; (d) 0.7 million shares of BGC Class A common stock issued for contingent shares issued in exchange for acquisition units; (e) 0.9 million shares of BGC Class A common stock issued for contingent shares issued in exchange for former partners’ units in BGC Holdings; (f) 0.5 million shares of BGC Class A restricted common stock forfeited by former partners and employees; and (g) 10.2 million shares of BGC Class A common stock issued for compensation. 0.7 million shares of BGC Class A common stock were issued by us under our acquisition shelf 2019 Form S-4 Registration Statement (Registration No. 333-233761) between January 1, 2025 and December 31, 2025; 15.9 million of such shares remain available for issuance by us under such Registration Statement.
We believe these values foster sustainable, profitable growth. We strive to be exemplary corporate citizens and honor high ethical principles in our interactions with other businesses, our employees and the communities in which we live and work. 29 Table of Contents Workforce As of December 31, 2024, we employed approximately 4,011 employees in 27 countries spread across five continents.
We believe these values foster sustainable, profitable growth. We strive to be exemplary corporate citizens and honor high ethical principles in our interactions with other businesses, our employees and the communities in which we live and work. Workforce As of December 31, 2025, we employed approximately 4,560 employees in 26 countries spread across six continents.
Over the past several years, we have invested in, and developed, new state-of-the-art trading platforms, including FMX UST, FMX FX, FMX Futures Exchange, PortfolioMatch, and Fenics GO, across Rates, FX, Equities, and Credit, respectively.
Over the past several years, we have invested in, and developed, new state-of-the-art trading platforms, including FMX UST, FMX FX, FMX Futures Exchange, and PortfolioMatch.
Approximately 29.8% of our brokers, salespeople, managers, technology professionals and other front-office personnel were based in the Americas, and approximately 50.1% were based in Europe, the Middle East and Africa, with the remaining approximately 20.0% based in the Asia-Pacific region.
Approximately 29.0% of our brokers, salespeople, managers, and other front-office personnel were based in the Americas, and approximately 52.0% were based in Europe, the Middle East and Africa, with the remaining approximately 19.0% based in the Asia-Pacific region.
The Weather Derivatives business helps market participants analyze climate-related risks and mitigate their financial exposure. We are providing liquidity to these increasingly important markets as the role of weather and climate change impacts the way risk is managed. The launch of this business highlights BGC’s commitment to expand and explore new opportunities across the global energy and commodities space.
We are providing liquidity to these increasingly important markets as the role of weather and climate change impacts the way risk is managed. The launch of this business highlights BGC’s commitment to expand and explore new opportunities across the global energy and commodities space.
Corporate Conversion On July 1, 2023, BGC Partners completed its conversion from an Umbrella Partnership C-Corporation to a Full C-Corporation in order to reorganize and simplify its organizational structure.
Treasury futures contracts, initially with 2-year and 5-year contracts. Corporate Conversion On July 1, 2023, BGC Partners completed its conversion from an Umbrella Partnership C-Corporation to a Full C-Corporation in order to reorganize and simplify its organizational structure.
Within this total, 99% of our employee base was comprised of full-time employees. Brokers, salespeople, managers, technology professionals and other front-office personnel across our business comprise approximately 2,161 employees, representing 53.9% of the total workforce.
Within this total, 99.4% of our employee base was comprised of full-time employees. Brokers, salespeople, managers, and other front-office personnel across our business comprise approximately 2,510 employees, representing 55.0% of the total workforce.
Our integrated platform is designed to provide flexibility to customers with regard to price discovery, trade execution and transaction processing, as well as accessing liquidity through our platforms, for transactions executed either OTC or through an exchange. Through our electronic brands, we offer several trade execution, market infrastructure and connectivity services, as well as post-trade services.
Our integrated platform is designed to provide flexibility to customers with regard to price discovery, trade execution and transaction processing, as well as accessing liquidity through our platforms, for transactions executed either OTC or through an exchange.
As of December 31, 2024, there were 424.4 million shares of BGC Class A common stock issued and 374.3 million shares outstanding. On June 21, 2017, Cantor pledged 10.0 million shares of BGC Class A common stock in connection with a partner loan program.
As of December 31, 2025, there were 444.9 million shares of BGC Class A common stock issued and 363.2 million shares outstanding. On June 21, 2017, Cantor pledged 10.0 million shares of BGC Class A common stock in connection with a partner loan program.
Succession Planning From time to time, the Board discusses succession planning, including our consideration of succession strategy, the impact of any potential absence due to illness or leave of certain key executive officers or employees, as well as competing demands on the time of certain of our executive officers who also provide services to Cantor, Newmark, and various other ventures and investments sponsored by Cantor.
The Board considers, among other things, succession strategy, the impact of any potential absence due to illness or leave of certain key executive officers or employees, as well as competing demands on the time of certain of our personnel who also provide services to Cantor, Newmark, their respective subsidiaries or other ventures and investments sponsored by Cantor.
Recent examples include: • Fenics Market Data named Americas Data and Analytics Vendor of the Year at the GlobalCapital Americas Derivatives Awards 2024 • Fenics Market Data named Best Provider of Broker Market Data at the TradingTech Insight Awards Europe and USA 2024 for the second consecutive year • Fenics Market Data named Best Market Data Provider (Broker) at the Inside Market Data & Inside Reference Data Awards 2024 for the third year in a row • Fenics Market Data named Best Market Data Provider at the FX Markets Asia Awards 2024 • Fenics GO named OTC Trading Venue of the Year at the GlobalCapital Americas Derivatives Awards 2024 • Fenics GO named OTC Trading Venue of the Year at the Global and Americas Derivatives Awards 2024 • BGC Group named OTC Trading Venue of the Year at the GlobalCapital Americas Derivatives Awards 2024 • BGC Group named Interdealer Broker of the Year Europe and Asia at Global and Americas Derivatives Awards 2024 19 Table of Contents Customers and Clients We primarily serve the wholesale financial and energy, commodity, and shipping markets, with clients including many of the world’s largest banks, brokerage houses, investment firms, hedge funds, investment banks, commodity trading firms and end users, such as producers and consumers.
Recent examples include: • Fenics Market Data named Americas Data and Analytics Vendor of the Year at the GlobalCapital Americas Derivatives Awards 2025 for the third consecutive year • Fenics Market Data named Best Provider of Broker Market Data at the TradingTech Insight Awards Europe and USA 2025 for the third consecutive year • Fenics GO named OTC Trading Venue of the Year at the Global and Americas Derivatives Awards 2025 for the second consecutive year • Fenics Market Data named Best Market Data Provider at the Waters Technology Asia Awards 2025 • Fenics Market Data ranked No. 1 at the Energy Software Rankings 2025 • Fenics Market Data named Europe & Asia Data and Analytics Vendor of the Year at the Global Capital Derivatives Awards 2025 Customers and Clients We primarily serve the wholesale financial and energy, commodity, and shipping markets, with clients including many of the world’s largest banks, brokerage houses, investment firms, hedge funds, investment banks, commodity trading firms and end users, such as producers and consumers.
These proposals require significant changes to the content and format of trade and transaction reporting systems across the industry. The go-live date for these changes was April 29, 2024 for Europe and was September 30, 2024 for the U.K. We are in compliance with the reporting enhancements. These rules continue to alter the environment in which we operate.
The go-live date for these changes was April 29, 2024 for Europe and was September 30, 2024 for the U.K. We are in compliance with the reporting enhancements. These rules continue to alter the environment in which we operate.
Sales and Marketing Our brokers and salespeople are our primary marketing and sales resources, and utilize a combination of sales, marketing and co-marketing/co-branding campaigns. Our sales and marketing programs are aimed at enhancing the ability of our brokers to cross-sell effectively in addition to informing our customers about our product and service offerings.
Our sales and marketing programs are aimed at enhancing the ability of our brokers to cross-sell effectively in addition to informing our customers about our product and service offerings.
Overview of Our Products and Services Financial Brokerage While Voice and Hybrid brokerage revenues still represent the majority of BGC’s overall revenues, we continue to convert our Voice and Hybrid brokerage business to our higher margin, technology-driven Fenics business, which has grown to represent 25% of total BGC revenues during the fourth quarter and the year ended 2024.
Overview of Our Products and Services Financial Brokerage While Voice and Hybrid brokerage revenues still represent the majority of BGC’s overall revenues, we continue to convert our Voice and Hybrid brokerage business to our higher margin, technology-driven Fenics business, which represented 21.7% and 22.4% of total BGC revenues during the fourth quarter and the year ended December 31, 2025, respectively.
For example, in Hong Kong, BGC Securities (Hong Kong), LLC, GFI (HK) Securities LLC and Sunrise Brokers (Hong Kong) Limited are regulated by the Securities and Futures Commission. BGC Capital Markets (Hong Kong) Limited and GFI (HK) Brokers Ltd are regulated by The Hong Kong Monetary Authority. All are subject to Hong Kong net capital requirements.
BGC Capital Markets (Hong Kong) Limited and GFI (HK) Brokers Ltd are regulated by The Hong Kong Monetary Authority. All are subject to Hong Kong net capital requirements.
For decades, we have helped clients worldwide navigate complex financial requirements in order to achieve their environmental initiatives, thereby supporting our clients’ efforts to meet their emission reduction goals through the provision of brokerage services. In 2023, we announced the launch of our Weather Derivatives business, expanding BGC’s brokerage business into the weather and climate space.
For decades, we have helped clients worldwide navigate complex financial requirements in order to achieve their environmental initiatives, thereby supporting our clients’ efforts to meet their emission reduction goals through the provision of brokerage services.
We constantly manage our cost-base and may engage in cost-savings initiatives and restructurings in order to improve our margins. We invest heavily in developing our technology and new products and services in order to drive increased front-office productivity and generate higher margins, in particular with respect to our Fenics businesses.
We invest heavily in developing our technology and new products and services in order to drive increased front-office productivity and generate higher margins, in particular with respect to our Fenics businesses.
We continually work to expand our trading across more products and geographical regions and to grow our Fully Electronic business while seeking to manage our human capital resources to maximize our profitability in the face of shifting demands and conditions. Our key human capital measures and objectives include front-office employee headcount (described above) and average revenue per front-office employee.
We continually work to expand our trading across more products and geographical regions and to grow our Fully Electronic business while seeking to manage our human capital resources to maximize our profitability in the face of shifting demands and conditions.
As of December 31, 2024, Cantor and CFGM held an aggregate of 96.3 million shares of BGC Class B common stock, representing 88% of the outstanding shares of BGC Class B common stock and approximately 65.6% of our total voting power. As of December 31, 2024, Mr. Lutnick and individuals related to Mr.
As of December 31, 2025, Cantor and CFGM held an aggregate of 105.3 million shares of BGC Class B common stock, representing 96.2% of the outstanding shares of BGC Class B common stock and approximately 72.2% of the total voting power of our outstanding common stock, and Mr.
John Abularrage and Mr. JP Aubin, our former Co-Heads of Brokerage. Messrs. Windeatt, Abularrage and Aubin will also serve as Co-Principal Executive Officers.
John Abularrage and Mr. JP Aubin, our former Co-Heads of Brokerage. Messrs. Sean Windeatt, John Abularrage and JP Aubin also serve as Co-Principal Executive Officers of the Company. See “2025 Board of Directors and Executive Officers Changes and Mr.
We also provide brokerage services associated with the shipping of certain energy and commodities products. Over the past few years, we have expanded our ECS business through strategic acquisitions, hires, and organic growth.
We also provide brokerage services associated with the shipping of certain energy and commodities products. Over the past few years, we have expanded our ECS business through strategic acquisitions, hires, and organic growth. 17 Table of Contents In February 2023, we acquired Trident, which specializes in environmental products, and OTC and exchange traded energy products.
BGCF is also a member of the FICC, which imposes capital requirements on its members. 28 Table of Contents In addition, our SEFs, BGC Derivative Markets and GFI Swaps Exchange LLC are required to maintain financial resources to cover operating costs for at least one year, keeping at least enough cash or highly liquid securities to cover six months’ operating costs.
In addition, our SEFs, BGC Derivative Markets and GFI Swaps Exchange LLC are required to maintain financial resources to cover operating costs for at least one year, keeping at least enough cash or highly liquid securities to cover six months’ operating costs.
Current Structure of BGC Group, Inc. as of December 31, 2024 The following diagram illustrates our organizational structure as of December 31, 2024. The diagram does not reflect the various subsidiaries of BGC Partners, BGC U.S. OpCo, BGC Global OpCo, or Cantor, or the noncontrolling interests in our consolidated subsidiaries.
The diagram does not reflect the various subsidiaries of BGC Partners, BGC U.S. OpCo, BGC Global OpCo, or Cantor, or the noncontrolling interests in our consolidated subsidiaries.
Please refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operation—Overview and Business Overview—Corporate Conversion” for more information regarding the Corporate Conversion. 16 Table of Contents Recent Board of Directors and Executive Officers Changes On February 18, 2025, Howard W. Lutnick was confirmed by the United States Senate as the 41st Secretary of Commerce.
Please refer to Part II, “Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operation—Overview and Business Overview—Corporate Conversion” for more information regarding the Corporate Conversion. 16 Table of Contents 2025 Board of Directors and Executive Officers Changes and Mr. Howard Lutnick Divestiture On February 18, 2025, Mr. Howard W.
We believe that these loans incentivize and promote retention of our employees. From time to time, the Company may also enter into agreements with employees to grant bonus and salary advances or other types of loans. These advances and loans are payable in the timeframes outlined in the underlying agreements.
From time to time, we may enter into various agreements with certain of our employees whereby these individuals may receive loans or bonus or salary advances under terms outlined in the underlying agreements. We believe that these advances and loans incentivize and promote retention of our employees.
Following his confirmation, on February 18, 2025, Mr. Howard Lutnick stepped down as Chairman of the Board and Chief Executive Officer of the Company. On February 18, 2025, the Company appointed Brandon Lutnick, son of Mr. Howard Lutnick, to serve as a member of the Board. Additionally, on February 18, 2025, the Company appointed Mr.
Lutnick was confirmed by the United States Senate as the 41st Secretary of Commerce. Following his confirmation, on February 18, 2025, Mr. Howard Lutnick stepped down as Chairman of the Board and Chief Executive Officer of the Company. On February 18, 2025, the Company appointed Mr. Brandon Lutnick, son of Mr.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Additionally, managing future growth due to new geographic locations, markets and business lines may be difficult. We may not realize, or it may take an extended period of time to realize, the full benefits that we anticipate from strategic alliances, acquisitions, joint ventures or other growth opportunities.
Additionally, managing future growth due to new geographic locations, markets and business lines may be difficult. We may not realize, or it may take an extended period of time to realize, the full benefits that we anticipate from new business, strategic alliances, acquisitions, joint ventures or other growth opportunities.
If we are not able to generate sufficient cash flow to service our debt obligations and our unable to refinance our obligations on terms or at interest rates acceptable to us at all, we may need to sell assets, reduce or delay capital investments, or seek to raise additional capital.
If we are not able to generate sufficient cash flow to service our debt obligations and are unable to refinance our obligations on terms or at interest rates acceptable to us at all, we may need to sell assets, reduce or delay capital investments, or seek to raise additional capital.
Our credit ratings and associated outlooks are influenced by a number of factors, including: operating environment, regulatory environment, earnings and profitability trends, the rating agencies’ view of our funding and liquidity management practices, balance sheet size/composition and resulting leverage, cash flow coverage of interest, composition and size of the capital base, available liquidity, outstanding borrowing levels, our competitive position in the industry, our relationships in the industry, our relationship with Cantor, acquisitions or dispositions of assets and other matters.
Our credit ratings and associated outlooks are influenced by a number of factors, including our operating environment, regulatory environment, earnings and profitability trends, the rating agencies’ view of our funding and liquidity management practices, balance sheet size/composition and resulting leverage, cash flow coverage of interest, composition and size of the capital base, available liquidity, outstanding borrowing levels, our competitive position in the industry, our relationships in the industry, our relationship with Cantor, acquisitions or dispositions of assets and other matters.
This percentage may vary depending on business developments, strategic initiatives or acquisition activity at us or Newmark or Cantor or any of our or their other affiliates, including SPACs. Mr.
This percentage may vary depending on business developments, strategic initiatives or acquisition activity at us, Newmark, Cantor or any of our or their other affiliates, including SPACs. Mr.
Merkel or certain other of our officers or key employees who have positions with and obligations to other entities may not be able to dedicate adequate time and attention to our business and operations, may be subject to conflicts of interest with us due to their other positions and obligations, and we could experience an adverse effect on our operations due to the demands placed on these persons by their other professional obligations. 51 Table of Contents We may be unable to enforce post-employment restrictive covenants applicable to our employees.
Stephen Merkel or certain other of our officers or key employees who have positions with and obligations to other entities may not be able to dedicate adequate time and attention to our business and operations, may be subject to conflicts of interest with us due to their other positions and obligations, and we could experience an adverse effect on our operations due to the demands placed on these persons by their other professional obligations. 51 Table of Contents We may be unable to enforce post-employment restrictive covenants applicable to our employees.
For these reasons, substantial decreases in trading volume, declining prices, and/or reduced spreads could have material adverse effects on our business, financial condition, results of operations and prospects. Actions taken by central banks in major global economies, including with regards to interest rates, may have a material negative impact on our businesses.
For these reasons, substantial decreases in trading volume, declining prices, and/or reduced spreads could have material adverse effects on our business, financial condition, results of operations and prospects. Actions taken by central banks in major global economies, including with regards to interest rates, may have a material impact on our businesses.
Any downgrades of the U.S. sovereign credit rating by one or more major credit rating agencies could have material adverse effects on financial markets and economic conditions in the U.S. and throughout the world. This in turn could have a material adverse impact on our business, financial condition, cash flows, results of operations, and prospects.
Any further downgrades of the U.S. sovereign credit rating by one or more major credit rating agencies could have material adverse effects on financial markets and economic conditions in the U.S. and throughout the world. This in turn could have a material adverse impact on our business, financial condition, cash flows, results of operations, and prospects.
Accordingly, the concentration of our brokerage business on rates products subjects our results to a greater market risk than if we had more diversified product offerings. Due to our current customer concentration, a loss of one or more of our significant customers could materially harm our business, financial condition, results of operations and prospects.
Accordingly, the concentration of our brokerage business on our ECS and Rates products subjects our results to greater market risk than if we had more diversified product offerings. Due to our current customer concentration, a loss of one or more of our significant customers could materially harm our business, financial condition, results of operations and prospects.
BGC Class B common stock is controlled by Cantor and is not subject to conversion or termination by our Board or any committee thereof, or any other stockholder or third party. This differential in the voting rights of our Class B common stock could adversely affect the market price of our Class A common stock.
BGC Class B common stock is controlled by Cantor and CFGM and is not subject to conversion or termination by our Board or any committee thereof, or any other stockholder or third party. This differential in the voting rights of our Class B common stock could adversely affect the market price of our Class A common stock.
RISKS RELATED TO OUR CLASS A COMMON STOCK Purchasers of our Class A common stock, as well as existing stockholders, may experience significant dilution as a result of offerings of shares of our Class A common stock by us, and the perception that such sales could occur may adversely affect prevailing market prices for our stock.
RISKS RELATED TO OUR CLASS A COMMON STOCK Purchasers of our Class A common stock, as well as existing stockholders, may experience significant dilution as a result of offerings of shares of our Class A common stock by us, and such sales or the perception that such sales could occur may adversely affect prevailing market prices for our stock.
These risks include: • less developed automation in exchanges, depositories and national clearing systems; • additional or unexpected changes in regulatory requirements, capital requirements, tariffs and other trade barriers; • the impact of the laws, rules and regulations of foreign governmental and regulatory authorities of each country in which we conduct business; • possible nationalization, expropriation and regulatory, political and price controls; • difficulties in staffing and managing international operations; • capital controls, exchange controls and other restrictive governmental actions; 59 Table of Contents • failure to develop effective compliance and reporting systems, which could result in regulatory penalties in the applicable jurisdiction; • fluctuations in currency exchange rates; • reduced protections for intellectual property rights; • adverse labor and employment laws, including those related to compensation, tax, health insurance and benefits, and social security; • the outbreak of hostilities, mass demonstrations, pandemics, or other global events; and • potentially adverse tax consequences arising from compliance with foreign laws, rules, and regulations to which our international businesses are subject and the repatriation of overseas earnings.
These risks include: • less developed automation in exchanges, depositories and national clearing systems; • additional or unexpected changes in regulatory requirements, capital requirements, tariffs and other trade barriers; • the impact of the laws, rules and regulations of foreign governmental and regulatory authorities of each country in which we conduct business; • possible nationalization, expropriation and regulatory, political and price controls; • difficulties in staffing and managing international operations; • capital controls, exchange controls and other restrictive governmental actions; • failure to develop effective compliance and reporting systems, which could result in regulatory penalties in the applicable jurisdiction; • fluctuations in currency exchange rates; • reduced protections for intellectual property rights; • adverse labor and employment laws, including those related to compensation, tax, health insurance and benefits, and social security; • the outbreak of hostilities, mass demonstrations, pandemics, or other global events; and • potentially adverse tax consequences arising from compliance with foreign laws, rules, and regulations to which our international businesses are subject and the repatriation of overseas earnings.
Effective succession planning is also important to our long-term success. Failure to smoothly navigate current and future transitions among our senior management or to effectively transfer knowledge to future executive officers and key employees could hinder our strategic planning and execution.
Effective succession planning is also important to our long-term success. Failure to smoothly navigate current and future transitions among our existing or future senior management or to effectively transfer knowledge to future executive officers and key employees could hinder our strategic planning and execution.
While we strive to retain our key employees and to reduce the negative impact of such changes when they occur, losing certain key employees could result in significant disruptions to our operations, adversely impact employee retention, and seriously harm our business.
While we strive to retain our key employees and to reduce the negative impact of such changes when they occur, losing certain key employees could result in significant disruptions to our operations, adversely impact employee retention and morale, and seriously harm our business.
Some of our competitors have greater market presence, marketing capabilities and financial, technological and personnel resources than we have and, as a result, our competitors may be able to: • develop and expand their network infrastructures and product and service offerings more efficiently or more quickly than we can; • adapt more swiftly to new or emerging technologies and changes in customer requirements; • identify and consummate acquisitions and other opportunities more effectively than we can; • hire our brokers, salespeople, managers, technology professionals and other front-office personnel; • devote greater resources to the marketing and sale of their products and services; • more effectively leverage existing relationships with customers and strategic partners or exploit more recognized brand names to market and sell their products and services; • provide a lower cost structure and lower commissions and fees; • provide access to trading in products or a range of products that at any particular time we do not offer; and • develop services that are preferred by our customers.
Some of our competitors have greater market presence, marketing capabilities and financial, technological and personnel resources than we have and, as a result, our competitors may be able to: • develop and expand their network infrastructures and product and service offerings more efficiently or more quickly than we can; • adapt more swiftly to new or emerging technologies and changes in customer requirements; • identify and consummate acquisitions and other opportunities more effectively than we can; • hire our brokers, salespeople, managers, technology professionals and other front-office personnel; • devote greater resources to the marketing and sale of their products and services; 58 Table of Contents • more effectively leverage existing relationships with customers and strategic partners or exploit more recognized brand names to market and sell their products and services; • provide a lower cost structure and lower commissions and fees; • provide access to trading in products or a range of products that at any particular time we do not offer; and • develop services that are preferred by our customers.
Errors and defects could result in unanticipated downtime or failure and could cause financial loss and harm to our reputation and our business. We have from time to time found defects and errors in our technology, products and service and defects and errors in our technology, products or services may be detected in the future.
Errors and defects could result in unanticipated downtime or failure and could cause financial loss and harm to our reputation and our business. We have from time to time found defects and errors in our technology, products and services and defects and errors in our technology, products or services may be detected in the future.
For example, Mr. Merkel, the Chairman of our Board and our Executive Vice President and General Counsel, is employed as Executive Vice Chairman, Executive Managing Director, General Counsel and Secretary of Cantor and Executive Vice President and Chief Legal Officer of Newmark as well as Chairman of Newmark’s board of directors. In addition, Mr.
For example, Mr. Stephen Merkel, the Chairman of our Board and our Executive Vice President and General Counsel, is employed as Executive Vice Chairman, Executive Managing Director, General Counsel and Secretary of Cantor and Executive Vice President and Chief Legal Officer of Newmark as well as Chairman of Newmark’s board of directors. In addition, Mr.
These conditions may directly and indirectly impact a number of factors in the global markets that may have a positive or negative effect on our operating results, including the levels of trading, investing, and origination activity in the financial markets, the valuations of financial instruments, changes in interest rates, changes in benchmarks, changes in and uncertainty regarding laws and regulations, substantial fluctuations in volume and commissions on securities and derivatives transactions, the absolute and relative level of currency rates and the actual and the perceived quality of issuers, borrowers and investors.
These conditions may directly and indirectly impact a number of factors in the global markets that may have a material positive or negative effect on our operating results, including the levels of trading, investing, and origination activity in the financial markets, the valuations of financial instruments, changes in benchmarks, changes in and uncertainty regarding laws and regulations, substantial fluctuations in volume and commissions on securities and derivatives transactions, the absolute and relative level of currency rates and the actual and the perceived quality of issuers, borrowers and investors.
No assurance can be given that our operating results will be sufficient to service our indebtedness or to fund all of our other expenditures or to obtain additional or replacement financing on a timely basis and on reasonable terms in order to meet these requirements when due. 44 Table of Contents Credit ratings downgrades could adversely affect our cost of capital and the availability of debt financing.
No assurance can be given that our operating results will be sufficient to service our indebtedness or to fund all of our other expenditures or to obtain additional or replacement financing on a timely basis and on reasonable terms in order to meet these requirements when due. 45 Table of Contents Credit ratings downgrades could adversely affect our cost of capital and the availability of debt financing.
Any downgrades of the long-term sovereign credit rating of the U.S. or additional sovereign debt crises in major economies could cause disruption and volatility of financial markets globally and have material adverse effects on our business, financial condition, results of operations and prospects. 39 Table of Contents Risks Related to New Opportunities/Possible Transactions and Hires If we are unable to identify and successfully exploit new product, service and market opportunities, including through hiring new brokers, salespeople, managers, technology professionals and other front-office personnel, our business, financial condition, results of operations, cash flows and prospects could be materially adversely affected.
Any further downgrades of the long-term sovereign credit rating of the U.S. or additional sovereign debt crises in major economies could cause disruption and volatility of financial markets globally and have material adverse effects on our business, financial condition, results of operations and prospects. 40 Table of Contents Risks Related to New Opportunities/Possible Transactions and Hires If we are unable to identify and successfully exploit new product, service and market opportunities, including through hiring new brokers, salespeople, managers, technology professionals and other front-office personnel, our business, financial condition, results of operations, cash flows and prospects could be materially adversely affected.
The success of these transactions will also be determined in part by the ongoing performance of the acquired companies and the acceptance of acquired employees of our equity-based compensation structure and other variables which may be different from the existing industry standards or practices at the acquired companies. 41 Table of Contents We will need to successfully manage the integration of recent and future acquisitions and future growth opportunities effectively.
The success of these transactions will also be determined in part by the ongoing performance of the acquired companies and the acceptance of acquired employees of our equity-based compensation structure and other variables which may be different from the existing industry standards or practices at the acquired companies. 42 Table of Contents We will need to successfully manage the integration of recent and future acquisitions and future growth opportunities effectively.
If we are unable to implement one or more of these alternatives, our cash flow may be significantly reduced, which could have a material adverse effect on our business, financial condition, results of operations and prospects. 43 Table of Contents We are dependent upon the availability of adequate funding and liquidity to meet our clearing margin requirements, among other financial needs.
If we are unable to implement one or more of these alternatives, our cash flow may be significantly reduced, which could have a material adverse effect on our business, financial condition, results of operations and prospects. 44 Table of Contents We are dependent upon the availability of adequate funding and liquidity to meet our clearing margin requirements, among other financial needs.
Further, as we diversify into future business lines or geographic regions, hiring and engagement of effective management in these areas will impact our success. See “Item 1-Business-Human Capital Management.” If our retention efforts are not successful or our turnover rate increases in the future, our business, results of operations and financial condition could be materially adversely affected.
Further, as we diversify into future business lines or geographic regions, hiring and engagement of effective management in these areas will impact our success. See Part I, “Item 1—Business—Human Capital Management.” If our retention efforts are not successful or our turnover rate increases in the future, our business, results of operations and financial condition could be materially adversely affected.
In addition, a default or acceleration under such agreement could trigger a cross default under other agreements, including potential future debt arrangements or the BGC Group Notes and BGC Partners Notes.
In addition, a default or acceleration under such agreement could trigger a cross default under other agreements, including potential future debt arrangements, the BGC Group Notes or BGC Partners Notes.
There will also be significant costs related to the development, operation and enhancement of our technology relating to trade execution, trade reporting, surveillance, compliance and back-up and disaster recovery plans designed to meet the requirements of the regulators. 54 Table of Contents On November 2, 2023, the SEC passed rules for the registration and regulation of security-based swap execution facilities.
There will also be significant costs related to the development, operation and enhancement of our technology relating to trade execution, trade reporting, surveillance, compliance and back-up and disaster recovery plans designed to meet the requirements of the regulators. 55 Table of Contents On November 2, 2023, the SEC passed rules for the registration and regulation of security-based swap execution facilities.
Any such action could also cause us significant reputational harm, which, in turn, could seriously harm our business. In addition, regardless of the outcome of such matters, we may incur significant legal and other costs, including substantial management time, dealing with such matters, even if we are not a party to the litigation or a target of the inquiry.
Any such action could also cause us significant reputational harm, which, in turn, could materially harm our business. In addition, regardless of the outcome of such matters, we may incur significant legal and other costs, including substantial management time, dealing with such matters, even if we are not a party to the litigation or a target of the inquiry.
From time to time, members of senior management, directors or other key employees may leave our Company or be absent due to illness or other factors.
From time to time, members of senior management or other key employees may leave our Company or be absent due to illness or other factors.
We are subject to the risk of failure of our employees to comply with applicable laws, rules and regulations or to be adequately supervised by their managers, and to the extent that such individuals do not meet these requirements, we may be subject to the risk of fines or other penalties as well as reputational risk.
We are subject to the risk of failure of our employees to comply with applicable laws, rules and regulations or to be adequately supervised by their managers, and to the extent that such individuals do not meet these requirements, we have been and may be subject to the risk of fines or other penalties as well as reputational risk.
Moreover, the agencies regulating the financial services industry also periodically adopt changes to their rules and regulations, particularly as these agencies have increased the focus and intensity of their regulation of the financial services industry. 55 Table of Contents Changes in legislation and in the rules and regulations promulgated by the SEC, FINRA, the CFTC, the NFA, the U.S.
Moreover, the agencies regulating the financial services industry also periodically adopt changes to their rules and regulations, particularly as these agencies have increased the focus and intensity of their regulation of the financial services industry. 56 Table of Contents Changes in legislation and in the rules and regulations promulgated by the SEC, FINRA, the CFTC, the NFA, the U.S.
Low transaction volumes for any of our brokerage asset classes generally result in reduced revenues. Under these conditions, our profitability is adversely affected. In addition, although less common, some of our transaction revenues are determined on the basis of the value of transactions or on spreads.
Lower transaction volumes for any of our brokerage asset classes generally result in reduced revenues. Under these conditions, our profitability is adversely affected. In addition, although less common, some of our transaction revenues are determined on the basis of the value of transactions or on spreads.
Malicious cyber-attacks and other adverse events that affected our operational systems or infrastructure, or those of third parties, could disrupt our business, result in the disclosure of confidential information, damage our reputation and cause losses or regulatory penalties.
Malicious cyber-attacks and other adverse events that affect our operational systems or infrastructure, or those of third parties, could disrupt our business, result in the disclosure of confidential information, damage our reputation and cause losses or regulatory penalties.
These opportunities and activities involve a number of risks and challenges, including: • potential disruption of our ongoing businesses and product, service and market development and distraction of management; • regulatory, financial, and operational risks associated with the launch of new initiatives which could impact the timeline, launch and operation of such initiatives, or which could require significant capital and significant efforts by management, including engaging partners on satisfactory terms and long lead times in order to scale a successful venture; • the expansion of our cybersecurity processes to include new businesses, or the integration of the cybersecurity processes of acquired businesses, including internationally; • increased focus on our Energy, Commodities and Shipping business, including regulatory, financial, and operational risks associated with these initiatives; • potential unfavorable reactions to our strategy by our customers, counterparties, employees and investors, or challenges to our strategy by our competitors; • hiring, retaining and integrating personnel in the increasingly competitive marketplace for the most talented producers and managers; • integrating administrative, operational, financial reporting, internal control, compliance, technology and other systems; • increased scope, geographic diversity and complexity of our operations and, to the extent that we pursue opportunities internationally, exposure to political, economic, legal, regulatory, operational and other risks that are inherent in operating in a foreign country, including risks of possible nationalization and/or foreign ownership restrictions, expropriation, price controls, capital controls, foreign currency fluctuations, regulatory and tax requirements, economic and/or political instability, geographic, time zone, language and cultural differences among personnel in different areas of the world, exchange controls and other restrictive government actions; • integrating accounting and financial systems and accounting policies and the related risk of having to restate our historical financial statements; • potential dependence upon, and exposure to liability, loss or reputational damage relating to systems, controls and personnel that are not under our control; 40 Table of Contents • addition of business lines in which we have not previously engaged and which we do not have experience operating; • the upfront costs of building technology and establishing infrastructure to establish new business ventures; • conflicts or disagreements between any strategic alliance or joint venture partner and us; • exposure to potential unknown liabilities of any acquired business, strategic alliance or joint venture that are significantly larger than we anticipate at the time of acquisition, and unforeseen increased expenses or delays associated with acquisitions, including costs in excess of the cash transition costs that we estimate at the outset of a transaction; • reduction in availability of financing due to credit ratings downgrades or defaults by us, in connection with these activities; • a significant increase in the level of our indebtedness in order to generate, and adverse effects on our liquidity upon the deployment of, cash resources that may be required to effect acquisitions; • dilution resulting from any issuances of shares of our Class A common stock in connection with these activities; • a reduction of the diversification of our business resulting from any dispositions; • the cost of rebranding and the impact on our market awareness of dispositions; • litigation or regulatory scrutiny with respect to any such transactions, including any related party aspects of any proposed arrangements; • the impact of any reduction in our asset base resulting from dispositions on our ability to obtain financing or the terms thereof; • additional taxes or other fees or expenses associated with the risks described above; and • a lag in the realization of financial benefits from these transactions and arrangements.
These opportunities and activities involve a number of risks and challenges, including: • potential disruption of our ongoing businesses and product, service and market development and distraction of management; • regulatory, financial, and operational risks associated with the launch of new initiatives which could impact the timeline, launch and operation of such initiatives, or which could require significant capital and significant efforts by management, including engaging partners on satisfactory terms and long lead times in order to scale a successful venture; • the expansion of our cybersecurity processes to include new businesses, or the integration of the cybersecurity processes of acquired businesses, including internationally; • increased focus on our ECS business, including regulatory, financial, and operational risks associated with these initiatives; • potential unfavorable reactions to our strategy by our customers, counterparties, employees and investors, or challenges to our strategy by our competitors; • hiring, retaining and integrating personnel in the increasingly competitive marketplace for the most talented producers and managers; • updating administrative, operational, financial reporting, internal control, compliance, technology and other systems for strategic transactions, new businesses or recent acquisitions, including OTC Global; • increased scope, geographic diversity and complexity of our operations and, to the extent that we pursue opportunities internationally, exposure to political, economic, legal, regulatory, operational and other risks that are inherent in operating in a foreign country, including risks of possible nationalization and/or foreign ownership restrictions, expropriation, price controls, capital controls, foreign currency fluctuations, regulatory and tax requirements, economic and/or political instability, geographic, time zone, language and cultural differences among personnel in different areas of the world, exchange controls and other restrictive government actions; • integrating accounting and financial systems and accounting policies and the related risk of having to restate our historical financial statements; • potential dependence upon, and exposure to liability, loss or reputational damage relating to systems, controls and personnel, including those that are not under our control; 41 Table of Contents • addition of business lines in which we have not previously engaged and which we do not have experience operating; • the upfront costs of building technology and establishing infrastructure to establish new business ventures; • conflicts or disagreements between any strategic alliance or joint venture partner and us; • exposure to potential unknown risks or liabilities of any acquired or new business, strategic alliance or joint venture that are significantly larger than we anticipate at the time of acquisition, and unforeseen increased expenses or delays associated with acquisitions, including costs in excess of the cash transition costs that we estimate at the outset of a transaction; • reduction in availability of financing due to credit ratings downgrades or defaults by us in connection with these activities; • a significant increase in the level of our indebtedness in order to generate, and adverse effects on our liquidity upon the deployment of, cash resources that may be required to effect acquisitions or establish new businesses; • dilution resulting from any issuances of shares of our Class A common stock in connection with these activities; • a reduction of the diversification of our business resulting from any dispositions; • the cost of rebranding and the impact on our market awareness of acquisitions or dispositions, or the formation of new businesses; • litigation or regulatory scrutiny with respect to any such transactions, including any related party aspects of any proposed arrangements; • the impact of any reduction in our total assets resulting from dispositions on our ability to obtain financing or the terms thereof; • additional taxes or other fees or expenses associated with the risks described above; and • a lag in the realization of financial benefits from these transactions and arrangements.
Any such events could have a material adverse effect on our business, financial condition, results of operations and prospects. We may have equity investments or profit sharing interests in entities whose primary business is proprietary trading. These investments could expose us to losses that could adversely affect our net income and the value of our assets.
Any such events could have a material adverse effect on our business, financial condition, results of operations and prospects. 64 Table of Contents We may have equity investments or profit sharing interests in entities whose primary business is proprietary trading. These investments could expose us to losses that could adversely affect our net income and the value of our assets.
The requirement to offer to repurchase the BGC Group 4.375% Senior Notes, the BGC Group 8.000% Senior Notes, the BGC Group 6.600% Senior Notes, or the BGC Partners senior notes upon a “change of control triggering event” may in certain circumstances delay or prevent a takeover of us and/or the removal of incumbent management that might otherwise be beneficial to investors in our Class A common stock.
The requirement to offer to repurchase the BGC Group 8.000% Senior Notes, the BGC Partners 8.000% Senior Notes, the BGC Group 6.600% Senior Notes, or the BGC Group 6.150% Senior Notes upon a “change of control triggering event” may in certain circumstances delay or prevent a takeover of us and/or the removal of incumbent management that might otherwise be beneficial to investors in our Class A common stock.
Upon the occurrence of a “change of control triggering event” (as defined in the indentures governing the BGC Group 4.375% Senior Notes, the BGC Group 8.000% Senior Notes, the BGC Group 6.600% Senior Notes, and the outstanding BGC Partners Notes), unless we have exercised our right to redeem such notes, holders of the notes will have the right to require us to repurchase all or any part of their notes at a price in cash equal to 101% of the then-outstanding aggregate principal amount of the notes repurchased plus accrued and unpaid interest, if any.
Upon the occurrence of a “change of control triggering event” (as defined in the indentures governing the BGC Group 8.000% Senior Notes, the BGC Group 6.600% Senior Notes, and the BGC Group 6.150% Senior Notes), unless we have exercised our right to redeem such notes, holders of the notes will have the right to require us to repurchase all or any part of their notes at a price in cash equal to 101% of the then-outstanding aggregate principal amount of the notes repurchased plus accrued and unpaid interest, if any.
As of December 31, 2024, BGC Group’s public long-term credit ratings were BBB- from Fitch Ratings Inc. and S&P Global Ratings, BBB from Kroll Bond Rating Agency and BBB+ from Japan Credit Rating Agency, Ltd. and the associated outlooks on all the ratings were stable. No assurance can be given that the credit ratings will remain unchanged in the future.
As of December 31, 2025, BGC Group’s public long-term credit ratings were BBB- from Fitch Ratings Inc. and S&P Global Ratings, BBB from Kroll Bond Rating Agency and BBB+ from Japan Credit Rating Agency, Ltd. and the associated outlooks on all the ratings were stable. No assurance can be given that our credit ratings will remain unchanged in the future.
Additionally, we may be vulnerable to cybersecurity attacks utilizing emerging technologies, such as artificial intelligence. Despite the defensive measures we have taken, these threats may come from external forces, such as governments, nation-state actors, organized crime, hackers, and other third parties or may originate internally from within our business.
Additionally, we may be vulnerable to cybersecurity attacks utilizing emerging technologies, such as AI. Despite the defensive measures we have taken, these threats may come from external forces, such as governments, nation-state actors, organized crime, hackers, and other third parties or may originate internally from within our business.
Similarly, we may engage in financial transactions with third parties that have been victims of financial fraud and, therefore, may not have the financial resources to meet their obligations to us. In agency transactions, we charge a commission for connecting buyers and sellers and assisting in the negotiation of the price and other material terms of the transaction.
Similarly, we may engage in financial transactions with third parties that have been victims of financial fraud and, therefore, may not have the financial resources to meet their obligations to us. 62 Table of Contents In agency transactions, we charge a commission for connecting buyers and sellers and assisting in the negotiation of the price and other material terms of the transaction.
Developing and maintaining our operational systems and infrastructure are challenging, particularly as a result of us and our clients entering into new businesses, jurisdictions and regulatory regimes, rapidly evolving legal and regulatory requirements and technological shifts.
Developing and maintaining our operational systems and infrastructure are challenging, particularly as a result of us and our clients entering into new businesses, jurisdictions and regulatory regimes, and rapidly evolving legal and regulatory requirements.
If we cannot raise additional funds on acceptable terms, we may not be able to develop or enhance our business, take advantage of future growth opportunities or respond to competitive pressure or unanticipated requirements. Our Revolving Credit Agreement contains restrictions that may limit our flexibility in operating our business.
If we cannot raise additional funds on acceptable terms, we may not be able to develop or enhance our business, take advantage of future growth opportunities or respond to competitive pressure or unanticipated requirements. Our Revolving Credit Agreement contains, and future indebtedness may contain, restrictions that may limit our flexibility in operating our business.
In addition, it will be able to determine the outcome of matters submitted to a vote of our stockholders for approval and will be able to cause or prevent a change of control of us.
In addition, they will be able to determine the outcome of matters submitted to a vote of our stockholders for approval and will be able to cause or prevent a change of control of us.
See “—Credit Risk— Credit ratings downgrades or defaults by us, Cantor or another large financial institution could adversely affect us or financial markets generally.” Our acquisitions may require significant cash resources and may lead to a significant increase in the level of our indebtedness.
See “—Credit Risk— Credit ratings downgrades or defaults by us, Cantor or another large financial institution could adversely affect us or financial markets generally.” Potential acquisitions and new businesses may require significant cash resources and may lead to a significant increase in the level of our indebtedness.
There can be no assurance that we would have sufficient, readily available financial resources, or would be able to arrange financing, to repurchase the BGC Group 4.375% Senior Notes, the BGC Group 8.000% Senior Notes, the BGC Group 6.600% Senior Notes, or the BGC Partners senior notes upon a “change of control triggering event.” A failure by us to repurchase the notes when required would result in an event of default with respect to the notes.
There can be no assurance that we would have sufficient, readily available financial resources, or would be able to arrange financing, to repurchase the BGC Group 8.000% Senior Notes, the BGC Group 6.600% Senior Notes, or the BGC Group 6.150% Senior Notes upon a “change of control triggering event.” A failure by us to repurchase the notes when required would result in an event of default with respect to the notes.
These factors could have a material effect on our results of operations in any given period. 52 Table of Contents The seasonality of our business makes it difficult to determine during the course of the year whether planned results will be achieved and to adjust to changes in expectations.
These factors could have a material effect on our results of operations in any given period. The seasonality of our business makes it difficult to determine during the course of the year whether planned results will be achieved and to adjust to changes in expectations.
Certain categories of trades settle for clearing purposes with CF&Co, one of our affiliates. CF&Co is a member of FINRA and the FICC, a subsidiary of the Depository Trust & Clearing Corporation. In addition, certain affiliated entities are subject to regulation by the CFTC, including CF&Co and BGC Financial.
Certain categories of trades settle for clearing purposes with CF&Co, one of our affiliates. CF&Co is a member of FINRA and the FICC, a subsidiary of the Depository Trust & Clearing Corporation. In addition, certain affiliated entities are subject to regulation by the CFTC, including CF&Co and BGCF.
Our vendors and third-party partners may incorporate AI without disclosing this use to us, and the providers may not meet existing or rapidly evolving regulatory or industry standards with respect to privacy and data protection and may inhibit our or our vendors’ ability to maintain an adequate level of service and experience further exposing us to cybersecurity attacks and the loss of valuable property and information as well as adversely impact the public perception of the effectiveness of our security measures. 50 Table of Contents Risks Relating to Our Key Personnel and Employee Turnover Leadership changes and the resulting transition following Howard Lutnick’s confirmation as the U.S.
Our vendors and third-party partners may incorporate AI without disclosing this use to us, and the providers may not meet existing or rapidly evolving regulatory or industry standards with respect to privacy and data protection and may inhibit our or our vendors’ ability to maintain an adequate level of service and experience further exposing us to cybersecurity attacks and the loss of valuable property and information as well as adversely impact the public perception of the effectiveness of our security measures. 50 Table of Contents Risks Relating to Our Key Personnel and Employee Turnover Leadership changes and the resulting transition following our former Chairman and Chief Executive Officer’s confirmation as the U.S.
Our bylaws provide that all amendments to our bylaws must be approved by either the holders of a majority of the voting power of all of our outstanding capital stock entitled to vote or by a majority of our Board. 64 Table of Contents We are subject to Section 203 of the DGCL.
Our bylaws provide that all amendments to our bylaws must be approved by either the holders of a majority of the voting power of all of our outstanding capital stock entitled to vote or by a majority of our Board. We are subject to Section 203 of the DGCL.
In addition, new competitors may emerge, and our product and service lines may be threatened by new technologies or market trends that reduce the value of our existing product and service lines or we may enter new businesses, including crypto-currency and similar opportunities, for which there are high barriers to entry or for which we may be regulated.
In addition, new competitors may emerge, and our product and service lines may be threatened by new technologies or market trends that reduce the value of our existing product and service lines or we may enter new businesses, including crypto-currency and similar opportunities, for which there are high barriers to entry or for which we may be subject to additional regulation.
We also have an effective shelf Registration Statement on Form S-3 pursuant to which we can offer and sell up to 10 million shares of BGC Class A common stock under the BGC Group, Inc. DRIP. As of December 31, 2024, we have issued 0.8 million shares of BGC Class A common stock under the DRIP.
We also have an effective shelf Registration Statement on Form S-3 pursuant to which we can offer and sell up to 10 million shares of BGC Class A common stock under the BGC Group, Inc. DRIP. As of December 31, 2025, we have issued 0.9 million shares of BGC Class A common stock under the DRIP.
These regulations will often serve to restrict or limit our operations and activities, including through capital, customer protection and market conduct requirements. 56 Table of Contents Our business is subject to regulation by governmental and self-regulatory organizations in the jurisdictions in which we operate around the world.
These regulations will often serve to restrict or limit our operations and activities, including through capital, customer protection and market conduct requirements. Our business is subject to regulation by governmental and self-regulatory organizations in the jurisdictions in which we operate around the world.
If interest rates continue to lower, global FX volumes may slow or become muted, largely because low interest rates in most major economies may make carry-trade strategies less appealing for FX market participants, which may have a negative impact on our business.
If interest rates lower, global FX volumes may slow or become muted, in part because low interest rates in most major economies may make carry-trade strategies less appealing for FX market participants, which may have a negative impact on our business.
Merkel also holds offices at various other affiliates of Cantor. Mr. Merkel is not subject to employment agreements with us or any of our subsidiaries. In 2024, Mr. Merkel spent approximately 35% of his working time on our matters. Mr. Merkel expects to spend approximately 35% of his working time on our matters in 2025.
Stephen Merkel also holds offices at various other affiliates of Cantor. Mr. Stephen Merkel is not subject to employment agreements with us or any of our subsidiaries. In 2025, Mr. Stephen Merkel spent approximately 35% of his working time on our matters. Mr. Stephen Merkel expects to spend approximately 30% of his working time on our matters in 2026.
However, potential movements in the U.S. dollar against other currencies in which we earn revenues have in the past and may in the future materially and adversely affect our financial results.
However, potential movements in the U.S. dollar against other currencies in which we earn revenues have in the past and may in the future materially and adversely affect our results of operations and financial condition.
While we focus on expanding and have successfully diversified our product offerings, including through recent acquisitions in our Energy, Commodities, and Shipping business, we may currently be exposed to any adverse change or condition affecting the interest rates market.
While we focus on expanding and have successfully diversified our product offerings, including through recent acquisitions in our ECS business, we may currently be exposed to any adverse change or condition affecting the energy, commodities and interest rates markets.
We also increasingly compete with a number of ECS brokerage firms, such as Marex Group PLC, as we continue to invest in the growth of this asset class.
We also increasingly compete with a number of ECS brokerage firms, such as Marex Group PLC, StoneX Group, and Clarksons PLC, as we continue to invest in the growth of this asset class.
Further, customer bids, requests for proposals and other customer arrangements or opportunities may require disclosure of or improvements in ESG metrics in order to compete for business.
Further, customer bids, requests for proposals and other customer arrangements or opportunities may require disclosure of or improvements in corporate responsibility metrics in order to compete for business.
Such use may present legal, regulatory and other challenges that could subject us to competitive harm, regulatory action, legal liability and brand or reputational harm. Our efforts to utilize these technological advancements may not be successful, may result in substantial integration and maintenance costs, and may expose us to additional risks.
Such use and integration of AI may present legal, regulatory and other challenges that could subject us to competitive harm, regulatory action, legal liability and brand or reputational harm. Our efforts to utilize AI may not be successful, may result in substantial integration and maintenance costs, and may expose us to additional risks.
Extensive regulation of our business restricts and limits our operations and activities and results in ongoing exposure to potential significant costs and penalties, including fines, sanctions, enhanced oversight, increased financial and capital requirements, and additional restrictions or limitations on our ability to conduct or grow our business.
Risks Related to Regulatory and Legal Compliance Extensive regulation of our business restricts and limits our operations and activities and results in ongoing exposure to potential significant costs and penalties, including fines, sanctions, enhanced oversight, increased financial and capital requirements, and additional restrictions or limitations on our ability to conduct or grow our business.
We have filed a number of registration statements on Form S-8 pursuant to which we have registered the shares underlying the BGC Group Equity Plan. As of December 31, 2024, there were 440.8 million shares remaining for sale under such registration statements.
We have filed a number of registration statements on Form S-8 pursuant to which we have registered the shares underlying the BGC Group Equity Plan. As of December 31, 2025, there were 405.7 million shares remaining for sale under such registration statements.
Ongoing scrutiny and changing expectations from stockholders, clients and customers with respect to the Company’s corporate responsibility or ESG practices may result in additional costs or risks. Companies across our industry are facing continuing scrutiny related to their corporate responsibility or ESG practices and related demographic disclosures.
Ongoing scrutiny and changing expectations from stockholders, clients, customers and policy makers with respect to the Company’s corporate responsibility practices may result in additional costs or risks. Companies across our industry are facing continuing scrutiny related to their corporate responsibility practices.
The number and complexity of these threats continue to increase over time. The techniques used in these attacks are increasingly sophisticated, change frequently and are often not recognized until launched.
The number and complexity of these threats continue to increase over time. The techniques used in these attacks are increasingly sophisticated (including through the use of AI), change frequently and are often not recognized until launched.
On a limited basis, our desks enter into unmatched principal transactions in the ordinary course of business to facilitate transactions, add liquidity, improve customer satisfaction, increase revenue opportunities and attract additional order flow or, in certain instances, as the result of an error.
On a limited basis, our desks enter into unmatched principal transactions in the ordinary course of business to facilitate transactions, add liquidity, improve customer satisfaction, increase revenue opportunities and attract additional order flow or, in certain instances, as the result of an error. As a result, we have market risk exposure on these unmatched principal transactions.
Secretary of Commerce could have an adverse effect on our business. On February 18, 2025, Howard Lutnick was confirmed by the United States Senate as the 41st Secretary of Commerce.
Secretary of Commerce could have an adverse effect on our business. On February 18, 2025, Mr. Howard Lutnick was confirmed by the United States Senate as the 41st Secretary of Commerce. Following his confirmation, Mr.
Our energy, commodities and shipping activities, including those related to environmental and emission, power, oil, and natural gas products, subject us to extensive regulation, potential catastrophic events and other risks that may result in our incurring significant costs and liabilities.
Our ECS business activities, including those related to environmental and emission, power, oil, and natural gas products, subject us to extensive regulation, potential catastrophic events and other risks that may result in our incurring significant costs and liabilities.
As long as Cantor beneficially owns a majority of our total voting power, it will have the ability, without the consent of the other holders of our Class A common stock, to elect all of the members of our Board and to control our management and affairs.
As long as Cantor and CFGM beneficially own a majority of our total voting power, they will have the ability, without the consent of the other holders of our Class A common stock, to elect all of the members of our Board and to control our management and affairs.
In certain circumstances, such as when transferred to an entity controlled by Cantor and/or the Lutnick Family, the shares of our Class B common stock issued to Cantor may be transferred without conversion to our Class A common stock.
In certain circumstances, such as when transferred to an entity controlled by Cantor and CFGM or to a member of or a trust for the benefit of a member of the Lutnick family, the shares of our Class B common stock issued to Cantor and CFGM may be transferred without conversion to our Class A common stock.
Investor advocacy groups, certain institutional investors, investment funds and other influential investors are also focused on such practices and related demographic disclosures and, in recent years, have placed increasing importance on the non-financial impacts of their investments.
Investor advocacy groups, certain institutional investors, investment funds, other influential investors, and policy makers, are also focused on such practices and, in recent years, have placed increasing importance on the non-financial impacts of their investments.
Our cash flow from operations may not be sufficient to service our outstanding debt or to repay outstanding debt as it becomes due, and we may not be able to borrow money, dispose of assets or otherwise raise funds on acceptable terms, or at all, to service or refinance our debt. Some of our borrowings have variable interest rates.
Our cash flow from operations may not be sufficient to service our outstanding debt or to repay outstanding debt as it becomes due, and we may not be able to borrow money, dispose of assets or otherwise raise funds on acceptable terms, or at all, to service or refinance our debt.
Additional collateral may be required in the event of a negative change in credit ratings or rating outlooks. Our activities are subject to credit and performance risks, which could result in us incurring significant losses that could materially adversely affect us. Our activities are subject to credit and performance risks.
Additional collateral may be required in the event of a negative change in credit ratings or rating outlooks. Our activities are subject to credit and performance risks, which could result in us incurring significant losses that could materially adversely affect our business, financial condition, results of operations and prospects. Our activities are subject to credit and performance risks.
On October 30, 2024, the BGC Group Board and Audit Committee re-authorized our share repurchase authorization in an amount up to $400.0 million, which may include purchases from Cantor, its partners or employees or other affiliated persons or entities.
On November 5, 2025, the BGC Group Board and Audit Committee re-authorized our Share Repurchase Authorization in an amount up to $400.0 million, which may include purchases from Cantor, its partners or employees or other affiliated persons or entities.
As of December 31, 2024, we have issued an aggregate of 3.4 million shares of BGC Class A common stock under the 2019 Form S-4 Registration Statement.
As of December 31, 2025, we have issued an aggregate of 4.1 million shares of BGC Class A common stock under the 2019 Form S-4 Registration Statement.
Uncertain market, economic, and geopolitical conditions have in the past adversely affected, and may in the future adversely affect, our business. Such conditions and uncertainties include varying levels of economic output, fluctuating interest rates and the impact on trading volumes, volatile inflation rates, employment levels, consumer confidence levels, and fiscal and monetary policy.
Uncertain market, economic, and geopolitical conditions have in the past adversely affected, and may in the future adversely affect, our business. Such conditions and uncertainties include varying levels of economic output, fluctuating interest rates, volatile inflation rates, employment levels, consumer confidence levels, geopolitical relationships and trade, fiscal and monetary policy.
If the output of any AI integrated into our platforms, products, offerings or services are or are alleged to be deficient, inaccurate, infringing, violative of third-party rights or biased, our business, financial condition, and results of operations may be adversely affected.
If the output of any AI used in our business or integrated into our platforms, products, offerings or services are or are alleged to be deficient, false, inaccurate, misleading, infringing, violative of third-party rights, discriminatory or biased, our business, financial condition, reputation and results of operations may be adversely affected.
If any Cantor Company or any of its representatives acquires knowledge of a potential transaction or matter that may be a corporate opportunity (as defined in our restated certificate of incorporation) for any such person, on the one hand, and us or any of our representatives, on the other hand, such person will have no duty to communicate or offer such corporate opportunity to us or any of our representatives, and will not be liable to us, any of our stockholders or any of our representatives for breach of any fiduciary duty by reason of the fact that they pursue or acquire such corporate opportunity for themselves, direct such corporate opportunity to another person or do not present such corporate opportunity to us or any of our representatives, subject to the requirement described in the following sentence.
The corporate opportunity policy that is included in our restated certificate of incorporation is designed to resolve potential conflicts of interest between us and Cantor and its representatives. 69 Table of Contents If any Cantor Company or any of its representatives acquires knowledge of a potential transaction or matter that may be a corporate opportunity (as defined in our restated certificate of incorporation) for any such person, on the one hand, and us or any of our representatives, on the other hand, such person will have no duty to communicate or offer such corporate opportunity to us or any of our representatives, and will not be liable to us, any of our stockholders or any of our representatives for breach of any fiduciary duty by reason of the fact that they pursue or acquire such corporate opportunity for themselves, direct such corporate opportunity to another person or do not present such corporate opportunity to us or any of our representatives, subject to the requirement described in the following sentence.
To the extent that we incur additional indebtedness or seek to refinance our existing debt, the risks described above could increase. In addition, our actual cash requirements in the future may be greater than expected and may impact the rate at which we make payments of obligations or incur additional obligations.
To the extent that we incur additional indebtedness or seek to refinance our existing debt on less desirable terms than those we currently enjoy, the risks described above could increase. In addition, our actual cash requirements in the future may be greater than expected and may impact the rate at which we make payments of obligations or incur additional obligations.
Our success is dependent, in part, upon our intellectual property, including our proprietary technology. We rely primarily on trade secret, contract, patent, copyright, and trademark law in the U.S. and other jurisdictions, as well as confidentiality procedures and contractual provisions to establish and protect our intellectual property rights to proprietary technologies, products, services or methods, and our brands.
We rely primarily on trade secret, contract, patent, copyright, and trademark law in the U.S. and other jurisdictions, as well as confidentiality procedures and contractual provisions to establish and protect our intellectual property rights to proprietary technologies, products, services or methods, and our brands.
The combination of this consolidation and concentration of market share and the reduction by large customers of certain businesses may lead to increased concentration among our brokerage customers, which may reduce our ability to negotiate pricing and other matters with our customers and lower volumes.
The combination of this consolidation and concentration of market share may lead to increased concentration among our brokerage customers, which may reduce our ability to negotiate pricing and other matters with our customers and lower volumes.
In certain products, we, BGC Financial and other affiliates act in a matched principal or principal capacity in markets by posting and/or acting upon quotes for our account.
In certain products, we, BGCF and our affiliates act in a matched principal or principal capacity in markets by posting and/or acting upon quotes for our account.
For the year ended December 31, 2024, on a consolidated basis, our top ten customers, collectively, accounted for approximately 27.1% of our total revenues. We have limited long-term contracts with certain of these customers.
For the year ended December 31, 2025, on a consolidated basis, our top ten customers, collectively, accounted for approximately 23.6% of our total revenues. We have limited long-term contracts with certain of these customers.
As a result, increases in market interest rates have had and may continue to have a material adverse effect on our interest expense. A continued rise in interest rates could further increase our cost of funds, which could reduce our net income.
As a result, increases in market interest rates may have a material adverse effect on our interest expense. A future rise in interest rates could further increase our cost of funds, which could reduce our net income.
Because we derived approximately 34.5% and approximately 33.3% of our total revenues on a consolidated basis for the year ended December 31, 2024 from our operations in the U.K. and the U.S., respectively, our business is exposed particularly to adverse regulatory and competitive changes, economic downturns and changes in political conditions in these countries.
Because we derived approximately 36.0% and approximately 33.5% of our total revenues on a consolidated basis for the year ended December 31, 2025 from our operations in the U.K. and the U.S., respectively, our business is exposed particularly to adverse regulatory and competitive changes, economic downturns and changes in political conditions in or trade tensions between these countries.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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These processes are managed by our cybersecurity team headed by our CISO and CIO and supported by our business continuity teams. We conduct periodic internal and external vulnerability audits and assessments and penetration testing and provide periodic cybersecurity training to employees. These measures include regular phishing simulations, annual general cybersecurity awareness training and data protection training.
These processes are managed by our cybersecurity team headed by our CISO and CIO and supported by our business continuity teams. We conduct periodic internal and external vulnerability audits and assessments and penetration testing and provide periodic cybersecurity training to employees. These measures include regular phishing simulations, annual general cybersecurity awareness training and annual data protection training.
The CISO and CIO provide the Board and Audit Committee periodic reports regarding the Company’s cybersecurity risks and threats, the status of projects to strengthen our information security systems, assessments of our information security program, and any issues associated with the emerging threat landscape.
The CISO and CIO provide the Board and Audit Committee with periodic reports regarding the Company’s cybersecurity risks and threats, the status of projects to strengthen our information security systems, assessments of our information security program, and any issues associated with the emerging threat landscape.
We also participate in industry-specific cybersecurity roundtables and professional groups to ensure we remain abreast of industry-wide cybersecurity developments and best practices and thereby enhance our threat identification processes and responses as necessary.
We also participate in industry-specific cybersecurity roundtables and professional groups to remain abreast of industry-wide cybersecurity developments and best practices and thereby enhance our threat identification processes and responses as necessary.
Risk Management and Strategy Our global cybersecurity processes form the comprehensive framework we utilize for planning, performing, managing, assessing, and improving our security controls as they relate to cybersecurity, and form part of our overall risk management system. We aim to conduct our cybersecurity program in accordance with current recognized global policies and standards for cybersecurity and information technology.
Risk Management and Strategy Our global cybersecurity processes form the comprehensive framework we utilize for planning, performing, managing, assessing, and improving our security controls as they relate to cybersecurity, and form part of our overall risk management system. We aim to conduct our cybersecurity program in accordance with currently recognized global policies and standards for cybersecurity and information technology.
For additional information on the impact of cybersecurity matters on us, see “Item 1A — Risk Factors — Risks Related to Our IT Systems and Cybersecurity.” Disaster Recovery Our processes address disaster recovery concerns. We operate most of our technology from U.S. and U.K. primary data centers. Either site alone is typically capable of running all of our essential systems.
For additional information on the impact of cybersecurity matters on us, see Part I, “Item 1A — Risk Factors — Risks Related to Our IT Systems and Cybersecurity.” Disaster Recovery Our processes address disaster recovery concerns. We operate most of our technology from U.S. and U.K. primary data centers.
Board Governance and Management Our global cybersecurity processes are managed primarily by our CISO, whose experience includes approximately 20 years of service in roles relating to assessing, managing and providing oversight for cybersecurity risks at public and private entities, our CIO, whose experience includes managing the technology professionals and processes at public and private financial services companies, beginning in December 2024, our global CIO, whose experience includes approximately 40 years of service in financial services and technology, and our CFO, whose experience includes risk management and specialized financial knowledge.
The feedback from these assessments and guidance from external specialists informs our overall risk management system and the development and improvement of our processes to mitigate cybersecurity risks throughout the Company. 72 Table of Contents Board Governance and Management Our global cybersecurity processes are managed primarily by our CISO, whose experience includes approximately 20 years of service in roles relating to assessing, managing and providing oversight for cybersecurity risks at public and private entities, our CIO, whose experience includes managing the technology professionals and processes at public and private financial services companies, our global CIO, whose experience includes approximately 40 years of service in financial services and technology management, and our CFO, whose experience includes risk management and specialized financial knowledge.
Additionally, when engaging with and utilizing third-party vendors and partners for our business, we conduct various oversight assessments, including due diligence and periodic monitoring to identify potential cybersecurity threats associated with our conducting business with such vendors and partners and to ensure any corresponding risk exposure aligns with our business requirements and risk tolerances. 71 Table of Contents We maintain an incident reporting and escalation process in the event of any observed, detected, or suspected events that we believe may qualify as a cybersecurity incident.
Additionally, when engaging with and utilizing third-party vendors and partners for our business, we conduct various oversight assessments, including due diligence and periodic monitoring to identify potential cybersecurity threats associated with our conducting business with such vendors and partners and to deliver any corresponding risk exposure aligns with our business requirements and risk tolerances.
Risks are identified based on a four-tier system, and tiers are assigned based on the service impact, user impact, financial impact, and security impact that a threat may pose.
We maintain an incident reporting and escalation process in the event of any observed, detected, or suspected events that we believe may qualify as a cybersecurity incident. Risks are identified based on a four-tier system, and tiers are assigned based on the service impact, user impact, financial impact, and security impact that a threat may pose.
Replicated instances of this technology are maintained in our redundant data centers. Our data centers are generally built and equipped to best-practice standards of physical security with appropriate environmental monitoring and safeguards. We conduct annual disaster recovery training exercises for each primary data center where failover procedures are tested against defined Recovery Time Objectives (RTOs). 72 Table of Contents
We conduct annual disaster recovery training exercises for each primary data center where failover procedures are tested against defined Recovery Time Objectives (RTOs). 73 Table of Contents
Removed
The feedback from these assessments and guidance from external specialists informs our overall risk management system and the development and improvement of our processes to mitigate cybersecurity risks throughout the Company.
Added
Either site alone is typically capable of running all of our essential systems. Replicated instances of this technology are maintained in our redundant data centers. Our data centers are generally built and equipped to best-practice standards of physical security with appropriate environmental monitoring and safeguards.

Item 2. Properties

Properties — owned and leased real estate

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Our U.S. operations also have office space in Iselin, New Jersey, Palm Beach Gardens, Florida, Garden City, New York, Sugar Land, Texas, Louisville, Kentucky and Chicago, Illinois.
Our U.S. operations also have office space in Red Bank, New Jersey; Palm Beach Gardens and Miami, Florida; Jericho, New York; Sugar Land and Houston, Texas; Louisville, Kentucky; and Chicago, Illinois.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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LEGAL PROCEEDINGS See Note 19—“Commitments, Contingencies and Guarantees” to the Company’s consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10‑K and the information under the heading “Legal Proceedings” included in Part I, Item 7 of this Annual Report on Form 10‑K, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” for a description of our legal proceedings, which are incorporated by reference herein.
LEGAL PROCEEDINGS See Note 19—“Commitments, Contingencies and Guarantees” to the Company’s Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10‑K and the information under the heading “Legal Proceedings” included in Part I, Item 7 of this Annual Report on Form 10‑K, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” for descriptions of our legal proceedings, which are incorporated by reference herein.
ITEM 4. MINE SAFETY DISCLOSURES Not Applicable. 73 Table of Contents PART II
ITEM 4. MINE SAFETY DISCLOSURES Not Applicable. 74 Table of Contents PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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As a result of the Corporate Conversion, BGC Group became the public holding company for, and successor to, BGC Partners, and each share of BGC Partners Class A common stock trading on Nasdaq under the ticker “BGCP” was converted into one share of BGC Group Class A common stock trading on Nasdaq under the ticker “BGC.” The performance graph below shows a comparison of the cumulative total stockholder return of $100 invested in shares of the Company (identified as shares of BGC Partners, Inc. prior to July 1, 2023 and BGC Group, Inc. on July 1, 2023 and following) on December 31, 2019, measured on December 31, 2020, December 31, 2021, December 31, 2022, December 31, 2023, and December 31, 2024.
As a result of the Corporate Conversion, BGC Group became the public holding company for, and successor to, BGC Partners, and each share of BGC Partners Class A common stock trading on Nasdaq under the ticker “BGCP” was converted into one share of BGC Group Class A common stock trading on Nasdaq under the ticker “BGC.” The performance graph below shows a comparison of the cumulative total stockholder return of $100 invested in shares of the Company (identified as shares of BGC Partners, Inc. prior to July 1, 2023 and BGC Group, Inc. on July 1, 2023 and following) on December 31, 2020, measured on December 31, 2021, December 31, 2022, December 31, 2023, December 31, 2024, and December 31, 2025.
The declaration, payment, timing, and amount of any future dividends payable by us will be at the sole discretion of our Board using the fully diluted share count. We are a holding company, with no direct operations, and therefore we are able to pay dividends only from our available cash on hand and funds received from distributions from BGC U.S.
The declaration, payment, timing, and amount of any future dividends payable by us will be at the sole discretion of our Board. 75 Table of Contents We are a holding company, with no direct operations, and therefore we are able to pay dividends only from our available cash on hand and funds received from distributions from BGC U.S.
The average price paid per share for such share withholdings is based on the closing price per share on the vesting date of the restricted stock or, if such date is not a trading day, the trading day immediately prior to such vesting date. 2 Represents amount available under a repurchase program authorized by the Board and Audit Committee on October 30, 2024 up to an amount of $400.0 million for which there is no expiration date.
The average price paid per share for such share withholdings is based on the closing price per share on the vesting date of the restricted stock or, if such date is not a trading day, the trading day immediately prior to such vesting date. 2 Represents amount available under the Share Repurchase Authorization, which was authorized by the Board and Audit Committee on November 5, 2025 up to an amount of $400.0 million for which there is no expiration date.
As of December 31, 2024 we had approximately $350.0 million remaining under this authorization and may continue to actively make repurchases or purchases, or cease to make such repurchases or purchases, from time to time.
As of December 31, 2025 we had approximately $389.2 million remaining under this authorization and may continue to actively make repurchases or purchases, or cease to make such repurchases or purchases, from time to time.
ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Our Class A common stock is traded on the Nasdaq Global Select Market under the symbol “BGC.” There is no public trading market for our Class B common stock, which is held by Cantor, CFGM, Mr. Lutnick, and relatives of Mr. Lutnick.
MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Our Class A common stock is traded on the Nasdaq Global Select Market under the symbol “BGC.” There is no public trading market for our Class B common stock, which is held by Cantor, CFGM, and entities controlled by members and by an individual member of the Lutnick family.
The above graph was prepared by Zacks Investment Research, Inc. and used with its permission. All rights reserved. Copyright 1980-2024. Index data provided by Copyright Standard and Poor’s Inc. and Copyright Russell Investments. Used with permission. All rights reserved.
The above graph was prepared by Zacks Investment Research, Inc. and used with its permission. All rights reserved. Copyright 1980-2026. Index data provided by Copyright Standard and Poor’s Inc. and Copyright Russell Investments. Used with permission. All rights reserved. 76 Table of Contents ITEM 6. [RESERVED]
The fair value of restricted shares vested but withheld to satisfy tax liabilities was $10.2 million at a weighted-average price of $9.62 per share.
The fair value of restricted shares vested but withheld to satisfy tax liabilities was $21 thousand at a weighted-average price of $9.12 per share.
The table below sets forth certain information regarding BGC’s repurchases of its common stock during the fiscal quarter ended December 31, 2024 (in thousands, except for price paid per share): Period Total Number of Shares Repurchased Weighted- Average Price Paid per Share Total Number of Shares Repurchased Under Publicly Announced Program Approximate Dollar Value of Shares That May Yet Be Repurchased Under the Program 2 October 1, 2024—October 31, 2024 1 6,369 $ 9.45 5,309 November 1, 2024—November 30, 2024 — — — December 1, 2024—December 31, 2024 — — — Total Repurchases 6,369 $ 9.45 5,309 $ 350,000 ____________________________________ 1 Includes an aggregate of $1.1 million shares withheld to satisfy tax liabilities due upon the vesting of restricted stock.
The table below sets forth certain information regarding BGC’s repurchases of its common stock during the fiscal quarter ended December 31, 2025 (in thousands, except for price paid per share): Period Total Number of Shares Repurchased 1 Weighted- Average Price Paid per Share Total Number of Shares Repurchased Under Publicly Announced Program Approximate Dollar Value of Shares That May Yet Be Repurchased Under the Program 2 October 1, 2025—October 31, 2025 6,200 $ 9.22 6,200 November 1, 2025—November 30, 2025 1,191 9.10 1,189 December 1, 2025—December 31, 2025 — — — Total Repurchases 7,391 $ 9.20 7,389 $ 389,179 ____________________________________ 1 Includes 2 thousand shares withheld to satisfy tax liabilities due upon the vesting of restricted stock.
Any dividends, if and when declared by our Board, will be paid on a quarterly basis. The dividend to our common stockholders is expected to be calculated based on a number of factors. No assurance can be made, however, that a dividend will be paid each quarter.
The dividend to our common stockholders is expected to be calculated based on a number of factors. No assurance can be made, however, that a dividend will be paid each quarter.
As of February 27, 2025, there were 1,031 holders of record of our Class A common stock and 7 holders of record of our Class B common stock.
As of February 27, 2026, there were 908 holders of record of our Class A common stock and 6 holders of record of our Class B common stock.
On July 1, 2023, the BGC Group Board and Audit Committee approved BGC Group’s repurchase authorization in an amount up to $400.0 million. On October 30, 2024, the BGC Group Board and Audit Committee re-approved BGC Group’s share repurchase authorization in an amount up to $400.0 million.
On October 30, 2024, the BGC Group Board and Audit Committee re-approved BGC Group’s Share Repurchase Authorization in an amount up to $400.0 million. On November 5, 2025, the BGC Group Board and Audit Committee re-approved BGC Group ’ s Share Repurchase Authorization in an amount up to $400.0 million, for which there is no expiration date.
Capital Deployment Priorities, Dividend Policy and Repurchase Program BGC’s current capital allocation priorities are to use our liquidity to return capital to stockholders and to continue investing in the growth of our business. We have repurchased 36.2 million shares during the year ended December 31, 2024.
Capital Deployment Priorities, Dividend Policy and Repurchase Program BGC’s current capital allocation priorities are to use our liquidity to return capital to stockholders and to continue investing in the growth of our business. While we paid quarterly dividends of $0.02 per share in 2025, we plan to continue to prioritize share repurchases over dividends and distributions.
Total returns are shown on a “net dividend” basis, which reflects tax effects on dividend reinvestments from companies operating under certain U.K. and European tax jurisdictions, according to local tax laws. * The above chart reflects $100 invested on 12/31/19 in stock or index, including reinvestment of dividends. ** Peer group indices use beginning of period market capitalization weighting.
Total returns are shown on a “net dividend” basis, which reflects tax effects on dividend reinvestments from companies operating under certain U.K. and European tax jurisdictions, according to local tax laws. 2021 2022 2023 2024 2025 BGC Group, Inc. $ 117.20 $ 96.03 $ 185.31 $ 234.30 $ 232.93 Russell 2000 114.82 91.35 106.82 119.14 134.40 S&P 500 128.71 105.40 133.10 166.40 196.16 Peer Group 81.54 87.21 111.72 159.99 226.97 * The charts above reflect $100 invested on 12/31/20 in stock or index, including reinvestment of dividends. ** Peer group indices use beginning of period market capitalization weighting.
Accordingly, any unanticipated accounting, tax, regulatory or other charges against net income may adversely affect our ability to declare and pay dividends.
Accordingly, any unanticipated accounting, tax, regulatory or other charges against net income may adversely affect our ability to declare and pay dividends. While we intend to declare and pay dividends quarterly, there can be no assurance that our Board will declare dividends at all or on a regular basis or that the amount of our dividends will not change.
While we intend to declare and pay dividends quarterly, there can be no assurance that our Board will declare dividends at all or on a regular basis or that the amount of our dividends will not change. 74 Table of Contents Performance Graph On July 1, 2023, BGC completed its Corporate Conversion to a Full C-Corporation in order to reorganize and simplify its organizational structure.
Performance Graph On July 1, 2023, BGC completed its Corporate Conversion to a Full C-Corporation in order to reorganize and simplify its organizational structure.
Removed
In addition to the foregoing five-year returns, the 10-year total returns on $100 calculated using the same methodology described above are as follows: • The 10-year total return for the Company from December 31, 2014 through December 31, 2024 would have resulted in approximately $234. • In comparison, the 10-year total return for $100 invested in the Peer Group, Russell 2000 Index, and S&P 500 Index from December 31, 2014 through December 31, 2024 would have resulted in approximately in $223, $212, and $343, respectively. 75 Table of Contents ITEM 6. [RESERVED]
Added
We repurchased 30.2 million shares of BGC Class A common stock during the year ended December 31, 2025. In addition, from January 1, 2026 through February 27, 2026, we repurchased 0.2 million shares of BGC Class A common stock. Any dividends, if and when declared by our Board, will be paid on a quarterly basis.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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The return of interest rates has led to improved macro trading conditions which has benefited BGC. This improved backdrop is expected to support both BGC’s Fenics and Voice/Hybrid businesses for the foreseeable future. Additional factors have weighed on market volumes in the products we broker.
The return of interest rates has led to improved macro trading conditions which has benefited BGC. This backdrop is expected to support both BGC’s Fenics and Voice/Hybrid businesses for the foreseeable future. Additional factors have weighed on market volumes in the products we broker.
The plaintiffs seek a determination that the case may be maintained as a class action, an injunction prohibiting the allegedly anticompetitive conduct, and monetary damages of at least $5.0 million. On April 28, 2023, defendants filed a motion to dismiss the complaint. In response, the plaintiffs filed an amended complaint.
The plaintiffs seek a determination that the case may be maintained as a class action, an injunction prohibiting the allegedly anticompetitive conduct, and monetary damages of at least $5.0 million. On April 28, 2023, the defendants filed a motion to dismiss the complaint. In response, the plaintiffs filed an amended complaint.
See Note 17—“Notes Payable and Other Borrowings” for more information regarding these obligations, including timing of payments and compliance with debt covenants. 2 Operating leases and finance leases are related to rental payments under various non-cancelable leases, principally for office space, data centers and office equipment are presented net of sublease payments to be received.
See Note 17—“Notes Payable and Other Borrowings” for more information regarding these obligations, including timing of payments and compliance with debt covenants. 2 Operating leases and finance leases are related to rental payments under various non-cancelable leases, principally for office space, data centers and office equipment, and are presented net of sublease payments to be received.
BBB+ Stable Kroll Bond Rating Agency BBB Stable Credit ratings and associated outlooks are influenced by a number of factors, including, but not limited to: operating environment, earnings and profitability trends, the prudence of funding and liquidity management practices, balance sheet size/composition and resulting leverage, cash flow coverage of interest, composition and size of the capital base, available liquidity, outstanding borrowing levels and the firm’s competitive position in the industry.
BBB+ Stable Kroll Bond Rating Agency BBB Positive Credit ratings and associated outlooks are influenced by a number of factors, including, but not limited to: operating environment, earnings and profitability trends, the prudence of funding and liquidity management practices, balance sheet size/composition and resulting leverage, cash flow coverage of interest, composition and size of the capital base, available liquidity, outstanding borrowing levels and the firm’s competitive position in the industry.
In France, Aurel BGC and BGC France Holdings; in Australia, BGC Partners (Australia) Pty Limited and Fixed Income Solutions Pty Limited; in Japan, BGC Shoken Kaisha Limited’s Tokyo branch; in Singapore, BGC Partners (Singapore) Limited, GFI Group Pte Ltd and Ginga Global Markets Pte Ltd; in Korea, BGC Capital Markets & Foreign Exchange Broker (Korea) Limited and GFI Korea Money Brokerage Limited; in Philippines, GFI Group (Philippines) Inc.; and in Brazil, BGC Liquidez Distribuidora De Titulos E Valores Mobiliarios Ltda., all have net capital requirements imposed upon them by local regulators.
In France, Aurel BGC and BGC France Holdings; in Australia, BGC Partners (Australia) Pty Limited and Fixed Income Solutions Pty Limited; in Japan, BGC Shoken Kaisha Limited’s Tokyo branch; in Singapore, BGC Partners (Singapore) Limited, GFI Group Pte Ltd and Ginga Global Markets Pte Ltd; in South Korea, BGC Capital Markets & Foreign Exchange Broker (Korea) Limited and GFI Korea Money Brokerage Limited; in Philippines, GFI Group (Philippines) Inc.; and in Brazil, BGC Liquidez Distribuidora De Titulos E Valores Mobiliarios Ltda., all have net capital requirements imposed upon them by local regulators.
Revenues generated from data, network and post-trade attributable to Fenics Growth Platforms are included within their related businesses. Historically, technology-based product growth has led to higher margins and greater profits over time for exchanges and wholesale financial intermediaries alike, even if overall Company revenues remain consistent.
Revenues generated from data, network and post-trade attributable to Fenics Growth Platforms are included within their related businesses. Historically, technology-based product growth has led to higher margins and greater profits over time for exchanges and wholesale financial intermediaries alike, even if overall revenues remain consistent.
Other Revenues We earn other revenues from various sources, including underwriting and advisory fees, and the sources described below. Interest Income We generate interest income primarily from the investment of our daily cash balances, interest earned on securities owned and Reverse Repurchase Agreements. These investments and transactions are generally short-term in nature.
Other Revenues We earn other revenues from various sources, including underwriting and advisory fees, and the sources described below. Interest and Dividend Income We generate interest income primarily from the investment of our daily cash balances, interest earned on securities owned and Reverse Repurchase Agreements. These investments and transactions are generally short-term in nature.
Our Credit revenues increased by $2.6 million, or 0.9%, to $287.4 million for the year ended December 31, 2024, as compared to the year ended December 31, 2023, which was primarily driven by higher trading volumes across emerging market and European credit products, offset by lower Asian credit activity.
Our Credit revenues increased by $2.6 million, or 0.9%, to $287.4 million for the year ended December 31, 2024, as compared to the year ended December 31, 2023, which was primarily driven by higher trading volumes across emerging market and European credit products, partially offset by lower Asian credit activity.
Provision (Benefit) for Income Taxes We incur income tax expenses or benefit based on the location, legal structure and jurisdictional taxing authorities of each of our subsidiaries. Certain of the Company’s entities are taxed as U.S. partnerships and are subject to the UBT in New York City.
Provision (Benefit) for Income Taxes We incur income tax expenses or benefit based on the location, legal structure and jurisdictional taxing authorities of each of our subsidiaries. Certain of our entities are taxed as U.S. partnerships and are subject to the UBT in New York City.
The recent change in central bank monetary policies away from zero interest rates, following the highest inflation in decades, together with meaningful interest rates set the stage for a resurgence in secondary market trading volumes for rates, credit and foreign exchange.
The change in central bank monetary policies away from zero interest rates, following the highest inflation in decades, together with meaningful interest rates set the stage for a resurgence in secondary market trading volumes for rates, credit and foreign exchange.
BGC Credit Agreement with Cantor On March 8, 2024, the Company entered into a second amendment to the BGC Credit Agreement which amends the BGC Credit Agreement to provide that the parties and their respective subsidiaries may borrow up to an aggregate principal amount of $400.0 million from each other from time to time at an interest rate equal to 25 basis points less than the interest rate on the respective borrower’s short-term borrowings rate then in effect.
BGC Credit Agreement with Cantor On March 8, 2024, we entered into a second amendment to the BGC Credit Agreement which amends the BGC Credit Agreement to provide that the parties and their respective subsidiaries may borrow up to an aggregate principal amount of $400.0 million from each other from time to time at an interest rate equal to 25 basis points less than the interest rate on the respective borrower’s short-term borrowings rate then in effect.
Lutnick, our former Chief Executive Officer and Chairman of the Board, as U.S. Secretary of Commerce, the appointment of our three Co-Chief Executive Officers to replace Mr.
Howard Lutnick, our former Chief Executive Officer and Chairman of the Board, as U.S. Secretary of Commerce, the appointment of our three Co-Chief Executive Officers to replace Mr.
The objective of this Management’s Discussion and Analysis is to allow investors to view the Company from management’s perspective, considering items that have had and could have a material impact on future operations. This discussion summarizes the significant factors affecting our results of operations and financial condition as of and during the years ended December 31, 2024, 2023, and 2022.
The objective of this Management’s Discussion and Analysis is to allow investors to view the Company from management’s perspective, considering items that have had and could have a material impact on future operations. This discussion summarizes the significant factors affecting our results of operations and financial condition as of and during the years ended December 31, 2025, 2024, and 2023.
Factors that might cause or contribute to such a discrepancy include, but are not limited to, the factors set forth below: • macroeconomic and other challenges and uncertainties, including those resulting from the conflict between Ukraine and Russia, conflicts in the Middle East and other ongoing or new conflicts in those or other regions or jurisdictions, downgrades of U.S.
Factors that might cause or contribute to such a discrepancy include, but are not limited to, the factors set forth below: • macroeconomic and other challenges and uncertainties, including those resulting from the conflict between Ukraine and Russia, conflicts in the Middle East, Latin America and other ongoing or new conflicts in those or other regions or jurisdictions, downgrades of U.S.
Following the market dislocation and pandemic, major central banks such as the U.S. Federal Reserve, ECB, Bank of Japan, Bank of England, and Swiss National Bank restarted quantitative easing programs in 2020. Beginning in 2022 inflationary concerns have resulted in rising interest rates and tapering and/or unwinding of central bank asset purchases.
Following the market dislocation and COVID-19 pandemic, major central banks such as the U.S. Federal Reserve, ECB, Bank of Japan, Bank of England, and Swiss National Bank restarted quantitative easing programs in 2020. Beginning in 2022, inflationary concerns have resulted in rising interest rates and tapering and/or unwinding of central bank asset purchases.
BGC is a global operation with offices across all major geographies, including New York and London, as well as in Bahrain, Beijing, Bogota, Brisbane, Cape Town, Chicago, Copenhagen, Dubai, Dublin, Frankfurt, Geneva, Hong Kong, Houston, Johannesburg, Madrid, Manila, Melbourne, Mexico City, Miami, Milan, Monaco, Nyon, Paris, Perth, Rio de Janeiro, Santiago, São Paulo, Seoul, Shanghai, Singapore, Sydney, Tel Aviv, Tokyo, Toronto, Wellington and Zurich.
BGC is a global operation with offices across all major geographies, including New York and London, as well as in Beijing, Bogota, Brisbane, Cape Town, Chicago, Copenhagen, Dubai, Dublin, Frankfurt, Geneva, Hong Kong, Houston, Johannesburg, Madrid, Manila, Melbourne, Mexico City, Miami, Milan, Monaco, Nyon, Palm Beach, Paris, Perth, Rio de Janeiro, Santiago, São Paulo, Seoul, Shanghai, Singapore, Sydney, Tel Aviv, Tokyo, Toronto, Wellington and Zurich.
For the year ended December 31, 2024, the Company incurred compensation charges of $27.1 million and $54.4 million, respectively, for the acceleration of restricted stock awards and redemption of Newmark Holdings LPUs held by a former BGC executive officer, who is still employed by the Company.
For the year ended December 31, 2024, the Company incurred compensation charges of $27.1 million and $54.4 million, for the acceleration of restricted stock awards and redemption of Newmark Holdings LPUs, respectively, held by a former BGC executive officer who was still employed by the Company.
Furthermore, Cash and cash equivalents increased by $55.9 million. The Company received $171.7 million of contributions from the FMX Equity Partners, issued $500.0 million principal amount of BGC Group 6.600% Senior Notes and received $45.7 million of proceeds from the sale of Capitalab.
Furthermore, Cash and cash equivalents increased by $55.9 million. We received $171.7 million of contributions from the FMX Equity Partners, issued $500.0 million principal amount of BGC Group 6.600% Senior Notes and received $45.7 million of proceeds from the sale of Capitalab.
On November 1, 2023, the Company completed the acquisition of ContiCap, an independent financial product intermediary specializing in emerging markets. On November 1, 2023, the Company completed the acquisition of Open Energy Group, a technology-driven marketplace and brokerage for renewable energy asset sales and project finance.
On November 1, 2023, we completed the acquisition of ContiCap, an independent financial product intermediary specializing in emerging markets. On November 1, 2023, we completed the acquisition of Open Energy Group, a technology-driven marketplace and brokerage for renewable energy asset sales and project finance.
On October 1, 2024, the Company repaid the $255.5 million aggregate principal amount outstanding plus accrued interest on the BGC Group 3.750% Senior Notes and the $44.5 million aggregate principal amount outstanding plus accrued interest on the BGC Partners 3.750% Senior Notes using cash on hand and borrowings under the Revolving Credit Agreement.
On October 1, 2024, we repaid the $255.5 million aggregate principal amount outstanding plus accrued interest on the BGC Group 3.750% Senior Notes and the $44.5 million aggregate principal amount outstanding plus accrued interest on the BGC Partners 3.750% Senior Notes using cash on hand and borrowings under the Revolving Credit Agreement.
In accordance with the U.S. GAAP guidance, Financial Instruments—Credit Losses , the CECL methodology’s impact on expected credit losses, among other things, reflects the Company’s view of the current state of the economy, forecasted macroeconomic conditions and BGC’s portfolios.
In accordance with the U.S. GAAP guidance, Financial Instruments—Credit Losses , the CECL methodology’s impact on expected credit losses, among other things, reflects our view of the current state of the economy, forecasted macroeconomic conditions and BGC’s portfolios.
On March 12, 2024, the Company borrowed $275.0 million from Cantor under the BGC Credit Agreement and used the proceeds from such borrowing to repay the principal and interest related to all of the $240.0 million of borrowings outstanding under the Revolving Credit Agreement.
On March 12, 2024, we borrowed $275.0 million from Cantor under the BGC Credit Agreement and used the proceeds from such borrowing to repay the principal and interest related to all of the $240.0 million of borrowings outstanding under the Revolving Credit Agreement.
This arrangement incurred interest at a fixed rate of 3.77% and matured on April 8, 2023, at which point the loan was repaid in full; therefore, there were no borrowings as of December 31, 2024 and 2023. BGC Partners did not record any interest expense related to this secured loan arrangement for the year ended December 31, 2024.
This arrangement incurred interest at a fixed rate of 3.77% and matured on April 8, 2023, at which point the loan was repaid in full; therefore, there were no borrowings as of December 31, 2025 and 2024. BGC Partners did not record any interest expense related to this secured loan arrangement for the years ended December 31, 2025 and 2024.
This arrangement incurred interest at a fixed rate of 3.89% and matured on April 19, 2023, at which point the loan was repaid in full; therefore, there were no borrowings as of December 31, 2024 and 2023. BGC Partners did not record any interest expense related to this secured loan arrangement for the year ended December 31, 2024.
This arrangement incurred interest at a fixed rate of 3.89% and matured on April 19, 2023, at which point the loan was repaid in full; therefore, there were no borrowings as of December 31, 2025 and 2024. BGC Partners did not record any interest expense related to this secured loan arrangement for the years ended December 31, 2025 and 2024.
We consider liquidity to be an important metric for determining the amount of cash that is available or that could be readily available to the Company on short notice. The discussion below describes the key components of our Liquidity analysis.
We consider liquidity to be an important metric for determining the amount of cash that is available or that could be readily available to us on short notice. The discussion below describes the key components of our Liquidity analysis.
The borrowing rates and financial covenants under the amended and restated Revolving Credit Agreement were substantially unchanged. On December 6, 2024, the Company amended the amended and restated Revolving Credit Agreement to increase the size of the credit facility to $700.0 million. The borrowing rates and financial covenants under the amended and restated Revolving Credit Agreement, as amended, are unchanged.
The borrowing rates and financial covenants under the amended and restated Revolving Credit Agreement were substantially unchanged. On December 6, 2024, we amended and restated the Revolving Credit Agreement to increase the size of the credit facility to $700.0 million. The borrowing rates and financial covenants under the amended and restated Revolving Credit Agreement, as amended, are unchanged.
We also believe that new clients, beyond our large bank customer base, will primarily transact electronically across our Fenics platforms. The combination of wider adoption of hybrid and fully electronic execution and our competitive advantage in terms of technology and experience has contributed to our strong growth in electronically traded products.
We also believe that new clients, beyond our large bank customer base, will primarily transact electronically across our Fenics platforms. 83 Table of Contents The combination of wider adoption of Hybrid and Fully Electronic execution and our competitive advantage in terms of technology and experience has contributed to our strong growth in electronically traded products.
We also provide market data products for selected financial institutions. 87 Table of Contents We offer our brokerage services in five broad product categories: Rates, ECS, FX, Credit, and Equities.
We also provide market data products for selected financial institutions. 89 Table of Contents We offer our brokerage services in five broad product categories: ECS, Rates, FX, Credit, and Equities.
On July 31, 2024, Cantor made a partial repayment of $18.0 million to the Company of the $180.0 million borrowed from the Company under the BGC Credit Agreement. On September 25, 2024, Cantor made an additional partial repayment of $12.0 million to the Company of the initial $180.0 million borrowed from the Company under the BGC Credit Agreement.
On July 31, 2024, Cantor made a partial repayment of $18.0 million to us of the $180.0 million borrowed from us under the BGC Credit Agreement. On September 25, 2024, Cantor made an additional partial repayment of $12.0 million to us of the initial $180.0 million borrowed from us under the BGC Credit Agreement.
The contingent BGC Class A common stock is recorded as a liability and included in “Accounts payable, accrued and other liabilities” in our Consolidated Statements of Financial Condition as of December 31, 2024.
The contingent BGC Class A common stock is recorded as a liability and included in “Accounts payable, accrued and other liabilities” in our Consolidated Statements of Financial Condition as of December 31, 2025.
CREDIT RATINGS As of December 31, 2024, our public long-term credit ratings and associated outlooks were as follows: Rating Outlook Fitch Ratings Inc. BBB- Stable Standard & Poor’s BBB- Stable Japan Credit Rating Agency, Ltd.
CREDIT RATINGS As of December 31, 2025, our public long-term credit ratings and associated outlooks were as follows: Rating Outlook Fitch Ratings Inc. BBB- Stable Standard & Poor’s BBB- Stable Japan Credit Rating Agency, Ltd.
Fenics Markets includes the fully electronic portion of BGC’s brokerage businesses, data, network and post-trade revenues that are unrelated to Fenics Growth Platforms, as well as Fenics Integrated revenues. Fenics Growth Platforms includes FMX UST, Fenics GO, Lucera, FMX FX, PortfolioMatch and other newer standalone platforms.
Fenics Markets includes the Fully Electronic portion of BGC’s brokerage businesses, data, network and post-trade revenues that are unrelated to Fenics Growth Platforms, as well as Fenics Integrated revenues. Fenics Growth Platforms includes FMX UST, FMX FX, FMX Futures Exchange, Lucera, PortfolioMatch and other newer standalone platforms.
On April 26, 2024, the Company amended and restated the Revolving Credit Agreement, to, among other things, extend the maturity date to April 26, 2027, and provide the Company with the right to increase the facility up to $475.0 million, subject to certain conditions being met.
On April 26, 2024, we amended and restated the Revolving Credit Agreement, to, among other things, extend the maturity date to April 26, 2027, and provide us with the right to increase the facility up to $475.0 million, subject to certain conditions being met.
On November 8, 2024, the Company filed a resale registration statement on Form S-3 pursuant to which CF&Co may make offers and sales of the BGC Group 4.375% Senior Notes, BGC Group 8.000% Senior Notes and BGC Group 6.600% Senior Notes in connection with ongoing market making transactions which may occur from time to time.
On November 8, 2024, we filed a resale registration statement on Form S-3 pursuant to which CF&Co could make offers and sales of the BGC Group 4.375% Senior Notes, BGC Group 8.000% Senior Notes and BGC Group 6.600% Senior Notes in connection with ongoing market-making transactions which could occur from time to time.
Historically, increased price volatility has often increased the demand for hedging instruments, including many of the cash and derivative products that we broker. 85 Table of Contents Rates volumes in particular are influenced by market volumes and, in certain instances, volatility.
Historically, increased price volatility has often increased the demand for hedging instruments, including many of the cash and derivative products that we broker. Rates volumes in particular are influenced by market volumes and, in certain instances, volatility.
In December 2022, the Council of the EU unanimously adopted the EU Minimum Tax Directive, which would require member states to implement these rules. In the UK, Pillar 2 was adopted after royal assent was given in July 2023.
In December 2022, the Council of the EU unanimously adopted the EU Minimum Tax Directive, which would require member states to implement these rules. In the U.K., Pillar 2 was adopted after royal assent was given in July 2023.
Registration Statements Our effective March 2021 Form S-3 Registration Statement was originally filed on March 8, 2021, with respect to the issuance and sale of up to an aggregate of $300.0 million of shares of BGC Class A common stock from time to time on a delayed or continuous basis.
Registration Statements Our March 2021 Form S-3 Registration Statement was originally filed on March 8, 2021, with respect to the issuance and sale of up to an aggregate of $300.0 million of shares of BGC Class A common stock from time to time on a delayed or continuous basis pursuant to the CEO Program.
GAAP guidance, Income Taxes . Deferred tax assets and liabilities are recognized for the future tax consequences attributable to basis differences between the Consolidated Financial Statement carrying amounts of existing assets and liabilities and their respective tax basis. Certain of our entities are taxed as U.S. partnerships and are primarily subject to UBT in the City of New York.
Deferred tax assets and liabilities are recognized for the future tax consequences attributable to basis differences between the Consolidated Financial Statement carrying amounts of existing assets and liabilities and their respective tax basis. Certain of our entities are taxed as U.S. partnerships and are primarily subject to UBT in the City of New York.
Additional disclosures regarding our accounting for CECL are provided in Note 25 — “Current Expected Credit Losses (CECL)” to our consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K. 120 Table of Contents Income Taxes We account for income taxes using the asset and liability method as prescribed in U.S.
Additional disclosures regarding our accounting for CECL are provided in Note 25 — “Current Expected Credit Losses (CECL)” to our Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K. Income Taxes We account for income taxes using the asset and liability method as prescribed in U.S. GAAP guidance, Income Taxes .
Lutnick’s intended divestiture of his interests in us, Cantor and CFGM; 77 Table of Contents • extensive regulation of our businesses and customers, the timing of regulatory approvals, changes in regulations relating to financial services companies and other industries, and risks relating to U.S. and foreign tax and compliance matters, including regulatory examinations, inspections, audits, investigations and enforcement actions, unavailability of certain tax credits or reliefs or additional tax liabilities or assessments, and any resulting costs, increased financial and capital requirements, enhanced oversight, remediation, fines, penalties, sanctions, and changes to or restrictions or limitations on specific activities, including potential delays in accessing markets, including due to our regulatory status and actions, operations, and compensatory arrangements, and growth opportunities, including acquisitions, hiring, and new businesses, products, or services, as well as risks related to our taking actions to ensure that we and our subsidiaries are not deemed investment companies under the Investment Company Act; • factors related to specific transactions or series of transactions, including credit, performance, and principal risk, trade failures, potential counterparty failures, and the impact of fraud and unauthorized trading; • costs and expenses of developing, maintaining, and protecting our intellectual property, utilizing third-party software licensed under “open source” licenses, as well as employment, regulatory, and other litigation and proceedings, and their related costs, including costs and expenses related to acquisitions and other matters, including judgments, indemnities, fines, or settlements paid, reputational risk, requirements that we stop selling or redesign affected products or services, rebrand or restrict our products or services or pay damages to satisfy indemnification commitments with our customers, and the impact thereof on our financial results and cash flows in any given period; • certain other financial risks, including the possibility of future losses, indemnification obligations, assumed liabilities, reduced cash flows from operations, increased leverage, reduced availability under our credit agreements, and the need for short- or long-term borrowings, including from Cantor, our ability to refinance our indebtedness, including in the credit markets, on acceptable terms and rates, and changes to interest rates and market liquidity or our access to other sources of cash relating to acquisitions, dispositions, or other matters, potential liquidity and other risks relating to our ability to maintain continued access to credit and the availability of financing necessary to support our ongoing business needs, on terms acceptable to us, if at all, and risks associated with the resulting leverage, including potentially causing a reduction in our credit ratings and associated outlooks and increased borrowing costs as well as interest rate and foreign currency exchange rate fluctuations; • risks associated with the temporary or longer-term investment of our available cash, including in the BGC OpCos, defaults or impairments on our investments (including investments in non-marketable securities), joint venture interests, stock loans or cash management vehicles and collectability of loan balances owed to us by employees, the BGC OpCos or others; • the impact of any restructuring or similar other transformative transactions, acquisitions, or divestitures on our ability to enter into marketing and strategic alliances or business combinations and attract investors or partners or engage in restructuring, rebranding or other transactions in the financial services and other industries, including acquisitions, divestitures, tender offers, exchange offers, dispositions, reorganizations, partnering opportunities and joint ventures, the failure to realize the anticipated benefits of any such transactions, relationships or growth, and the future impact of any such transactions, relationships or growth on our other businesses and our financial results for current or future periods, the integration of any completed acquisitions and the use of proceeds of any completed dispositions or divestitures, the impact of amendments and/or terminations of any strategic arrangements, and the value of and any hedging entered into in connection with consideration received or to be received in connection with such dispositions and any transfers thereof; • our estimates or determinations of potential value with respect to various assets or portions of our businesses, including Fenics, FMX and other businesses; • our ability to manage turnover and hire, train, integrate and retain personnel, including brokers, salespeople, managers, technology professionals and other front-office personnel, back-office and support services and personnel, and departures of senior personnel; • our ability to expand the use of technology and maintain access to the intellectual property of others for Hybrid and Fully Electronic trade execution in our product and service offerings, and otherwise; • the impact of artificial intelligence on the economy, our industry, our business and the businesses of our clients and vendors; 78 Table of Contents • our ability to effectively manage any growth that may be achieved, including outside the U.S., while ensuring compliance with all applicable financial reporting, internal control, legal compliance, and regulatory requirements; • our ability to identify and remediate any material weaknesses or significant deficiencies in our internal controls which could affect our ability to properly maintain books and records, prepare financial statements and reports in a timely manner, control our policies, practices and procedures, operations and assets, assess and manage our operational, regulatory and financial risks, and integrate our acquired businesses and brokers, salespeople, managers, technology professionals and other front-office personnel; • the impact of unexpected market moves and similar events; • information technology risks, including capacity constraints, failures, or disruptions in our operational systems or infrastructure, or those of our clients, counterparties, exchanges, clearing facilities, or other parties with which we interact, including increased demands on such systems and on the telecommunications infrastructure from remote working, cybersecurity risks and incidents, compliance with regulations requiring data minimization and protection and preservation of records of access and transfers of data, privacy risk and exposure to potential liability and regulatory focus; • the expansion of our cybersecurity processes to include new businesses, or the integration of the cybersecurity processes of acquired businesses; • the effectiveness of our governance, risk management, and oversight procedures and the impact of any potential transactions or relationships with related parties; • the impact of our ESG or “sustainability” ratings on the decisions by clients, investors, ratings agencies, potential clients and other parties with respect to our businesses, investments in us, our borrowing opportunities or the market for and trading price of BGC Class A common stock, Company Debt Securities, or other matters, as well as the impact and potential cost to us of any policies, legislation, or initiatives in opposition to our ESG or “sustainability” policies; • the fact that the prices at which shares of our Class A common stock are or may be sold in offerings, acquisitions, or other transactions may vary significantly, and purchasers of shares in such offerings or other transactions, as well as existing stockholders, may suffer significant dilution if the price they paid for their shares is higher than the price paid by other purchasers in such offerings or transactions; • the impact of any potential future changes in our capital deployment priorities or any future reductions to our dividends and the timing and amounts of any future dividends, including on our stock price and on our ability to meet expectations with respect to payments of dividends and repurchases of shares of our Class A common stock, or other equity interests in us or any of our other subsidiaries, including from Cantor, our executive officers, other employees, and others, and our ability to pay any excise tax that may be imposed on the repurchase of shares; and • the effect on the markets for and trading prices of our Class A common stock and Company Debt Securities of various offerings and other transactions, including offerings of our Class A common stock and convertible or exchangeable debt or other securities, our repurchases of shares of our Class A common stock or other equity interests in us or in our subsidiaries, our payment of dividends on our Class A common stock, convertible arbitrage, hedging, and other transactions engaged in by us or holders of our outstanding shares, Company Debt Securities or other securities, share sales and stock pledges, stock loans, and other financing transactions by holders of our shares (including by Cantor or others), including of shares acquired pursuant to our employee benefit plans, corporate restructurings, acquisitions, conversions of shares of our Class B common stock and our other convertible securities into shares of our Class A common stock, and distributions of our Class A common stock by Cantor to its partners.
Howard Lutnick, our dependence upon our key employees, as well as the competing demands on the time of certain of our key employees who also provide services to Cantor, Newmark and various other ventures and investments sponsored by Cantor or otherwise, our ability to build out successful succession plans, the impact of absence due to illness or leave of certain officers or employees and our ability to attract, retain, motivate and integrate new employees, and our ability to enforce post-employment restrictive covenants on awards previously granted to certain of our key employees and future awards or otherwise; 78 Table of Contents • extensive regulation of our businesses and customers, the timing of regulatory approvals, changes in regulations relating to financial services companies and other industries, and risks relating to U.S. and foreign tax and compliance matters, including regulatory examinations, inspections, audits, investigations and enforcement actions, unavailability of certain tax credits or reliefs or additional tax liabilities or assessments, and any resulting costs, increased financial and capital requirements, enhanced oversight, remediation, fines, penalties, sanctions, and changes to or restrictions or limitations on specific activities, including potential delays in accessing markets, including due to our regulatory status and actions, operations, and compensatory arrangements, and growth opportunities, including acquisitions, hiring, and new businesses, products, or services, as well as risks related to our taking actions to ensure that we and our subsidiaries are not deemed investment companies under the Investment Company Act; • factors related to specific transactions or series of transactions, including credit, performance, and principal risk, trade failures, potential counterparty failures, and the impact of fraud and unauthorized trading; • costs and expenses of developing, maintaining, and protecting our intellectual property, utilizing third-party software licensed under “open source” licenses, as well as employment, regulatory, and other litigation and proceedings, and their related costs, including costs and expenses related to acquisitions and other matters, including judgments, indemnities, fines, or settlements paid, reputational risk, requirements that we stop selling or redesign affected products or services, rebrand or restrict our products or services or pay damages to satisfy indemnification commitments with our customers, and the impact thereof on our financial results and cash flows in any given period; • certain other financial risks, including the possibility of future losses, indemnification obligations, assumed liabilities, reduced cash flows from operations, increased leverage, reduced availability under our credit agreements, and the need for short- or long-term borrowings, including from Cantor, our ability to refinance our indebtedness, including in the credit markets, on acceptable terms and rates, and changes to interest rates and market liquidity or our access to other sources of cash relating to acquisitions, dispositions, or other matters, potential liquidity and other risks relating to our ability to maintain continued access to credit and the availability of financing necessary to support our ongoing business needs, on terms acceptable to us, if at all, and risks associated with the resulting leverage, including potentially causing a reduction in our credit ratings and associated outlooks and increased borrowing costs as well as interest rate and foreign currency exchange rate fluctuations; • risks associated with the temporary or longer-term investment of our available cash, including in the BGC OpCos, defaults or impairments on our investments (including investments in non-marketable securities), joint venture interests, stock loans or cash management vehicles, costs associated with alterations to and collectability of loan balances owed to us by employees, the BGC OpCos or others; • the impact of any restructuring or similar other transformative transactions, acquisitions, or divestitures on our ability to enter into marketing and strategic alliances or business combinations and attract investors or partners or engage in restructuring, rebranding or other transactions in the financial services and other industries, including acquisitions, divestitures, tender offers, exchange offers, dispositions, reorganizations, partnering opportunities and joint ventures, the failure to realize the anticipated benefits of any such transactions, relationships or growth, and the future impact of any such transactions, relationships or growth on our other businesses and our financial results for current or future periods, the integration of any completed acquisitions and the use of proceeds of any completed dispositions or divestitures, the impact of amendments and/or terminations of any strategic arrangements, and the value of and any hedging entered into in connection with consideration received or to be received in connection with such dispositions and any transfers thereof; • our estimates or determinations of potential value with respect to various assets or portions of our businesses, including Fenics, FMX and other businesses; • the timing of completion of or impacts of our current cost reduction program on our ability to enhance profitability and margins, the impacts of any related short-term increases to our compensation and employee benefits expenses, and our ability to realize the anticipated cost savings from such programs; • our ability to manage turnover and hire, train, integrate and retain personnel, including brokers, salespeople, managers, and other front-office personnel, technology professionals, back-office and support services and personnel, and departures of senior personnel; • our ability to expand the use of technology and maintain access to the intellectual property of others for Hybrid and Fully Electronic trade execution in our product and service offerings, and otherwise; 79 Table of Contents • the impact of artificial intelligence on the economy, our industry, our products and business, and the businesses of our clients and vendors; • our ability to effectively manage any growth that may be achieved, including outside the U.S., while ensuring compliance with all applicable financial reporting, internal control, legal compliance, and regulatory requirements; • our ability to identify and remediate any material weaknesses or significant deficiencies in our internal controls which could affect our ability to properly maintain books and records, prepare financial statements and reports in a timely manner, control our policies, practices and procedures, operations and assets, assess and manage our operational, regulatory and financial risks, and integrate our acquired businesses and brokers, salespeople, managers, and other front-office personnel and technology professionals; • the impact of unexpected market moves and similar events; • information technology risks, including capacity constraints, failures, or disruptions in our operational systems or infrastructure, or those of our clients, counterparties, exchanges, clearing facilities, or other parties with which we interact, including increased demands on such systems and on the telecommunications infrastructure from remote working, cybersecurity risks and incidents, compliance with regulations requiring data minimization and protection and preservation of records of access and transfers of data, privacy risk and exposure to potential liability and regulatory focus; • the expansion of our cybersecurity and AI processes to include new businesses, or the integration of the cybersecurity and AI processes of acquired businesses; • the effectiveness of our governance, risk management, and oversight procedures and the impact of any potential transactions or relationships with related parties; • the impact of our Corporate Responsibility or “sustainability” ratings on the decisions by clients, investors, ratings agencies, potential clients and other parties with respect to our businesses, investments in us, our borrowing opportunities or the market for and trading price of BGC Class A common stock, Company Debt Securities, or other matters, as well as the impact and potential cost to us of any policies, legislation, or initiatives in opposition to our Corporate Responsibility or “sustainability” policies; • the fact that the prices at which shares of our Class A common stock are or may be sold in offerings, acquisitions, or other transactions may vary significantly, and purchasers of shares in such offerings or other transactions, as well as existing stockholders, may suffer significant dilution if the price they paid for their shares is higher than the price paid by other purchasers in such offerings or transactions; • the impact of any potential future changes in our capital deployment priorities or any future reductions to our dividends and the timing and amounts of any future dividends, including on our stock price and on our ability to meet expectations with respect to payments of dividends and repurchases of shares of our Class A common stock, or other equity interests in us or any of our other subsidiaries, including from Cantor, our executive officers, other employees, and others, and our ability to pay any excise tax that may be imposed on the repurchase of shares; and • the effect on the markets for and trading prices of our Class A common stock and Company Debt Securities of various offerings and other transactions, including offerings of our Class A common stock and convertible or exchangeable debt or other securities, our repurchases of shares of our Class A common stock or other equity interests in us or in our subsidiaries, our payment of dividends on our Class A common stock, convertible arbitrage, hedging, and other transactions engaged in by us or holders of our outstanding shares, Company Debt Securities or other securities, share sales and stock pledges, stock loans, and other financing transactions by holders of our shares (including by Cantor or others), including of shares acquired pursuant to our employee benefit plans, corporate restructurings, acquisitions, conversions of shares of our Class B common stock and our other convertible securities into shares of our Class A common stock, and distributions of our Class A common stock by Cantor to its partners.
Exchange Offer and Market-Making Registration Statement On October 6, 2023, we completed the Exchange Offer, in which we exchanged BGC Partners Notes for new notes issued by BGC Group with the same respective interest rates, maturity dates and substantially identical terms as the tendered notes, and cash.
Exchange Offer On October 6, 2023, we completed the Exchange Offer, in which we exchanged BGC Partners Notes for new notes issued by BGC Group with the same respective interest rates, maturity dates and substantially identical terms as the tendered notes, and cash.
Treasuries, fluctuating global interest rates, inflation and the Federal Reserve’s responses thereto, fluctuations in the value of global currencies, including the U.S. dollar, liquidity concerns regarding and changes in capital requirements for banking and financial institutions, changes in the U.S. and global economies and financial markets, including economic activity, employment levels, new or increased tariffs imposed by the U.S. and foreign governments and other factors driving trade uncertainty, reductions in government spending, recession fears, infrastructure spending, supply chain issues, market liquidity, and energy costs, as well as the various actions taken in response to these challenges and uncertainties by governments, central banks and others, including consumers and corporate clients and customers, as well as potential changes in these factors as a result of the new U.S. presidential administration; • market conditions and volatility, including fluctuations in interest rates and trading volume, the level of worldwide governmental debt issuances, austerity programs, government stimulus packages, increases or decreases in deficits and the impact of changing government tax rates, interpretations of tax law and policy, repatriation rules, deductibility of interest, and other changes or potential changes to monetary policy, changing regulatory requirements or changes in legislation, regulations and priorities, possible turmoil across regional banks and certain global investment banks, volatility in the demand for the products and services we provide, possible disruptions in trading, potential deterioration of equity and debt capital markets and cryptocurrency markets, and potential economic downturns, including recessions, and similar effects, which may not be predictable in future periods; • our ability to access the capital markets as needed or on reasonable terms and conditions; • our ability to enter new markets or develop new products, offerings, trade desks, marketplaces, or services for existing or new clients and, to pursue new operations and business initiatives, including our ability to develop new Fenics platforms and products, to successfully launch new initiatives which could require significant capital and significant efforts by management, including engaging partners on satisfactory terms, to manage long lead times to scale a successful venture, efforts to convert certain existing products to a Fully Electronic trade execution, any efforts to incorporate artificial intelligence into our products and any efforts by our competitors to do the same, and efforts to induce such clients to use these products, trading desks, marketplaces, or services and to secure and maintain market share, and our ability to manage the risks inherent in operating our cryptocurrency business and in safekeeping cryptocurrency assets; • pricing, commissions and fees, and market position with respect to any of our products and services and those of our competitors; • the effect of industry concentration and reorganization, reduction of customers, and consolidation; • liquidity, regulatory, cash and clearing capital requirements; 76 Table of Contents • our relationships and transactions with Cantor and its affiliates, including CF&Co, and CCRE, our structure, the timing and impact of any actual or future changes to our organization or structure, any related party transactions, any challenges to our interpretation or application of complex tax laws to our structure, conflicts of interest or litigation, including with respect to executive compensation matters or other transactions with our current and former executive officers, any impact of Cantor’s results on our credit ratings and associated outlooks, any clearing capital agreements, clearing services agreements, Repurchase Agreements or Reverse Repurchase Agreements with or loans to or from us or Cantor, including the balances and interest rates thereof from time to time and any convertible or equity features of any such financing transactions, CF&Co’s acting as our sales agent or underwriter under our CEO Program or other offerings, Cantor’s holdings of the Company Debt Securities, CF&Co’s acting as a market maker in the Company Debt Securities, CF&Co’s acting as our financial advisor in connection with certain capital markets transactions and potential acquisitions, dispositions, divestitures or other transactions, and our participation in various investments, stock loans or cash management vehicles placed by or recommended by CF&Co; • the ongoing integration of acquired businesses and their operations and back office functions with our other businesses and uncertainties related to the timing of the closing of such acquisitions, synergies, and revenue growth generated from such acquired or to be acquired businesses; • the rebranding or repositioning of certain aspects of our current businesses to adapt to and better address the needs of our clients or risks related to any potential dispositions of all or any portion of our existing or acquired businesses; • pandemics and other international health incidents or emergencies, and the impact of natural disasters or weather-related or similar events, including hurricanes and heat waves as well as power failures, communication and transportation disruptions, and other interruptions of utilities or other essential services; • risks inherent in doing business in international markets or with international partners, and any failure to identify and manage those risks, including economic or geopolitical conditions or uncertainties, the actions of governments or central banks, including the pursuit of trade, border control or other related policies by the U.S. and/or other countries (including U.S.-China trade relations), economic and political volatility in the U.K. and Europe, rising political and other tensions between the U.S. and China, the conflict between Ukraine and Russia, conflicts in the Middle East, other ongoing or new conflicts in those or other regions or jurisdictions and additional sanctions and regulations imposed by governments and related counter-sanctions as well as potential changes in these factors as a result of the new U.S. presidential administration; • the impact of U.S. government shutdowns, other political developments, or reduced government staffing, including uncertainties regarding the debt ceiling, the federal budget and the deployment of federal funds, elections, political protests or unrest, boycotts, demonstrations, stalemates or other social and political developments, such as terrorist acts, acts of war or other violence, and potential changes in these factors as a result of the new U.S. presidential administration; • the effect on our businesses, our clients, the markets in which we operate and the economy in general of changes in U.S. and foreign tax and other laws, including changes in tax rates, interpretations of tax law, repatriation rules, and deductibility of interest, potential policy and regulatory changes in other countries, sequestrations, responses to global inflation rates, and other potential changes to tax and other policies resulting from elections and changes in governments; • the effect on our business of leadership changes and the resulting transition following the confirmation of Howard W.
Treasuries, fluctuating global interest rates, current or expected inflation rates and the Federal Reserve’s responses thereto, stagflation, fluctuations in the value of global currencies, including the U.S. dollar, liquidity concerns regarding and changes in capital requirements for banking and financial institutions, changes in the U.S. and global economies and financial markets, including economic activity, employment levels, global trade relations, volatility in tariffs imposed by the U.S. and foreign governments and other factors driving trade uncertainty, reductions in government spending, recession fears, infrastructure spending, supply chain issues and increased technology costs, market liquidity, and energy costs, as well as the various actions taken in response to these challenges and uncertainties by governments, central banks and others, including consumers and corporate clients and customers, as well as potential changes in these factors; • market conditions and volatility, including fluctuations in interest rates and trading volumes, the level of worldwide governmental debt issuances, austerity programs, government stimulus packages, increases or decreases in deficits and the impact of changing government tax rates, interpretations of tax law and policy, repatriation rules, deductibility of interest, and other changes or potential changes to monetary policy, changing regulatory requirements or changes in legislation, regulations and priorities, possible turmoil across regional banks and certain global investment banks, volatility in the demand for the products and services we provide, possible disruptions in trading, potential deterioration of equity and debt capital markets and cryptocurrency markets, and potential economic downturns, including recessions, and similar effects, which may not be predictable in future periods; • our ability to access the capital markets as needed or on reasonable terms and conditions; • our ability to enter and succeed in new markets or develop new products, offerings, trade desks, marketplaces, or services for existing or new clients and, to pursue new operations and business initiatives, including our ability to develop new Fenics platforms and products, to successfully launch new initiatives which could require significant capital and significant efforts by management, including engaging partners on satisfactory terms, to manage long lead times to scale a successful venture, to convert certain existing products to a Fully Electronic trade execution, to successfully incorporate internally generated, acquired or third-party artificial intelligence into our products and any efforts by our competitors to do the same, and efforts to induce such clients to use these products, trading desks, marketplaces, or services and to secure and maintain market share, and our ability to manage the risks inherent in operating our cryptocurrency business and in safekeeping cryptocurrency assets; • pricing, commissions and fees, and market position with respect to any of our products and services and those of our competitors; • the effect of industry concentration and reorganization, reduction of customers, and consolidation; 77 Table of Contents • liquidity, regulatory, cash and clearing capital requirements; • our relationships and transactions with Cantor and its affiliates, including CF&Co, and CCRE, our structure, the timing and impact of any actual or future changes to our organization or structure, any related party transactions, any challenges to our interpretation or application of complex tax laws to our structure, conflicts of interest or litigation, including with respect to executive compensation matters or other transactions with our current and former executive officers, and with the U.S. government or governmental entities, any impact of Cantor’s results on our credit ratings and associated outlooks, any clearing capital agreements, clearing services agreements, Repurchase Agreements or Reverse Repurchase Agreements with or loans to or from us or Cantor, including the balances and interest rates thereof from time to time and any convertible or equity features of any such financing transactions, CF&Co’s acting as our sales agent or underwriter from time to time, Cantor’s holdings of Company Debt Securities, CF&Co’s acting as a market maker in Company Debt Securities, CF&Co’s acting as our financial advisor in connection with certain capital markets transactions and potential acquisitions, dispositions, divestitures or other transactions, and our participation in various investments, stock loans or cash management vehicles placed by or recommended by CF&Co; • the ongoing integration of acquired and new businesses, their technology, personnel and their operations and back-office functions with our other businesses and uncertainties related to the timing of the closing of such acquisitions, synergies, and revenue growth generated from such new, acquired or to be acquired businesses, as well as increased costs resulting from such businesses and our ability to control those and related costs, including with respect to the OTC Global acquisition; • the rebranding or repositioning of certain aspects of our current businesses to adapt to and better address the needs of our clients or risks related to any potential dispositions of all or any portion of our existing or acquired businesses; • pandemics and other international health incidents or emergencies, and the impact of natural disasters or weather-related or similar events, including hurricanes and heat waves as well as power failures, communication and transportation disruptions, and other interruptions of utilities or other essential services; • risks inherent in doing business in international markets or with international partners, and any failure to identify and manage those risks, including economic or geopolitical conditions or uncertainties, the actions of governments or central banks, including the pursuit of trade, border control or other related policies by the U.S. and/or other countries, economic and political volatility in the U.K. and Europe, political and other tensions between the U.S. and China, the conflict between Ukraine and Russia, conflicts in the Middle East, Latin America, other ongoing or new conflicts or other international tensions, hostilities and instability in those or other regions or jurisdictions, additional sanctions and regulations imposed by governments and related counter-sanctions and impacts to cross-border trade and travel as well as potential changes in these factors; • the impact of any full or partial U.S. government shutdowns, other political developments, or reduced government staffing, including uncertainties regarding the debt ceiling, the federal budget and the deployment of federal funds, immigration policy, elections, political protests or unrest, boycotts, demonstrations, stalemates or other social and political developments, such as terrorist acts, acts of war or other violence, and potential changes in these factors; • the effect on our businesses, our clients, the markets in which we operate and the economy in general of changes in U.S. and foreign tax and other laws, including but not limited to the OBBBA, changes in tax rates, interpretations of tax law, the impact of potential changes in U.K. tax rates and amendments to the application of National Insurance rules which impact our U.K.
Additional disclosures regarding our accounting for stock transactions and unit redemptions are provided in Note 7—“Stock Transactions and Unit Redemptions” to the Company’s consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K.
Disclosures regarding our accounting for stock transactions are provided in Note 7—“Stock Transactions and Unit Redemptions” to our Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K.
As of December 31, 2024 and 2023, there were $200.0 million and $240.0 million, respectively, of borrowings outstanding under the Revolving Credit Agreement. During the years ended December 31, 2024 and 2023, the Company recorded interest expense related to the Revolving Credit Agreement of $12.2 million and $4.4 million, respectively.
As of December 31, 2025 and 2024, there were $240.0 million and $200.0 million, respectively, of borrowings outstanding under the Revolving Credit Agreement. During the years ended December 31, 2025, 2024, and 2023, we recorded interest expense related to the Revolving Credit Agreement of $10.2 million, $12.2 million and $4.4 million, respectively.
We believe that this has further reduced overall market exposure and industry volumes in many of the products we broker, particularly in Credit. During the year ended December 31, 2024, industry volumes were higher across Rates, ECS, FX, and Credit compared to the prior year period, while volumes were generally mixed across Equities.
We believe that this has further reduced overall market exposure and industry volumes in many of the products we broker, particularly in Credit. During the year ended December 31, 2025, industry volumes were higher across ECS, Rates, FX, and Credit compared to the prior year period. Secondary market trading volumes were generally mixed across Equities.
The decrease was primarily driven by a decrease in pretax earnings, a one-time benefit in revaluation of deferred tax balances due to ownership interest change, as a result of the Corporate Conversion, and a change in the geographical and business mix of earnings, which can impact our consolidated effective tax rate from period-to-period.
The increase was primarily driven by an increase in 2024 pretax earnings, 2023 one-time benefit in revaluation of deferred tax balances due to ownership interest change, as a result of the Corporate Conversion, and a change in the geographical and business mix of earnings, which can impact our consolidated effective tax rate from period-to-period.
We also earn interest income from employee loans, and we earn dividend income on certain marketable securities. 89 Table of Contents Fees from Related Parties We earn fees from related parties for technology services and software licenses and for certain administrative and back-office services we provide to affiliates, particularly from Cantor.
We also earn interest income from employee loans, and we earn dividend income on certain marketable securities. Fees from Related Parties We earn fees from related parties for technology services and software licenses and for certain administrative and back-office services we provide to affiliates, particularly from Cantor.
As of December 31, 2024, 59.6 million shares of contingent BGC Class A common stock, non-participating RSUs, and non-participating restricted shares of BGC Class A common stock were excluded from fully diluted EPS computations because the conditions for issuance had not been met by the end of the period.
Also as of December 31, 2025, 59.1 million shares of contingent BGC Class A common stock, non-participating RSUs, and non-participating restricted shares of BGC Class A common stock were excluded from fully diluted EPS computations because the conditions for issuance had not been met by the end of the period.
During the years ended December 31, 2024, 2023 and 2022, we incurred equity-based compensation expense of $184.7 million, $171.6 million and $147.5 million, respectively, related to LPUs and issuance of common stock. Prior to the Corporate Conversion, certain LPUs had a stated vesting schedule and did not receive quarterly allocations of net income.
During the years ended December 31, 2025, 2024 and 2023, we incurred equity-based compensation expense of $143.3 million, $184.7 million and $171.6 million, respectively, related to LPUs and issuance of common stock. Prior to the Corporate Conversion, certain LPUs had a stated vesting schedule and did not receive quarterly allocations of net income.
CONTINGENT PAYMENTS RELATED TO ACQUISITIONS Since 2016, the Company has completed acquisitions whose purchase price included an aggregate of approximately 4.9 million shares of the BGC Class A common stock (with an acquisition date fair value of approximately $22.5 million), 0.1 million LPUs (with an acquisition date fair value of approximately $0.2 million), 0.2 million RSUs (with an acquisition date fair value of approximately $1.2 million) and $68.0 million in cash that may be issued contingent on certain targets being met through 2029.
CONTINGENT PAYMENTS RELATED TO ACQUISITIONS Since 2016, we have completed acquisitions whose purchase price included an aggregate of approximately 4.9 million shares of BGC Class A common stock (with an acquisition date fair value of approximately $22.5 million), 0.1 million LPUs (with an acquisition date fair value of approximately $0.2 million), 0.2 million RSUs (with an acquisition date fair value of approximately $1.2 million) and $46.4 million in cash that may be issued contingent on certain targets being met through 2029.
Discussion of the year ended December 31, 2024 The table below presents our Liquidity Analysis as of December 31, 2024 and December 31, 2023: December 31, 2024 December 31, 2023 (in thousands) Cash and cash equivalents $ 711,584 $ 655,641 Financial instruments owned, at fair value 186,197 45,792 Total $ 897,781 $ 701,433 The $196.3 million increase in our Liquidity position from $701.4 million as of December 31, 2023 to $897.8 million as of December 31, 2024 was primarily related to a $140.4 million increase in Financial instruments owned, at fair value due to the Company purchasing treasury bills that mature on April 8, 2025.
Discussion of the year ended December 31, 2024 The table below presents our Liquidity Analysis as of December 31, 2024 and December 31, 2023: December 31, 2024 December 31, 2023 (in thousands) Cash and cash equivalents $ 711,584 $ 655,641 Financial instruments owned, at fair value 186,197 45,792 Total $ 897,781 $ 701,433 The $196.3 million increase in our Liquidity position from $701.4 million as of December 31, 2023 to $897.8 million as of December 31, 2024 was primarily related to a $140.4 million increase in Financial instruments owned, at fair value due to our purchase of treasury bills.
On June 7, 2024, the Company entered into a third amendment to the BGC Credit Agreement.
On June 7, 2024, we entered into a third amendment to the BGC Credit Agreement.
Over the past decade, electronic markets for OTC products have grown as a percentage of overall industry volumes as firms like ours have invested in the kinds of technology favored by our customers. Regulation across banking, capital markets, and OTC derivatives has accelerated the adoption of fully electronic execution, and we expect this demand to continue.
Over the past decade, electronic markets for OTC products have grown as a percentage of overall industry volumes as firms like ours have invested in innovative technology. Regulation across banking, capital markets, and OTC derivatives has accelerated the adoption of Fully Electronic execution, and we expect this demand to continue.
Compensation expense related to these LPUs was recognized over the stated service period, and these units generally vest between two and five years. During the years ended December 31, 2023 and 2022, we incurred equity-based compensation expense related to these LPUs of $40.9 million and $73.7 million, respectively.
Compensation expense related to these LPUs was recognized over the stated service period, and these units generally vest between two and five years. During the year ended December 31, 2023, we incurred equity-based compensation expense related to these LPUs of $40.9 million.
See Note 21—“Regulatory Requirements” to our Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10‑K for further details on our regulatory requirements. As of December 31, 2024, $751.0 million of net assets were held by regulated subsidiaries.
See Note 21—“Regulatory Requirements” to our Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10‑K for further details on our regulatory requirements. As of December 31, 2025, $871.9 million of net assets were held by regulated subsidiaries.
BGC Partners recorded interest expense related to this secured loan arrangement of nil and $0.1 million for the years ended December 31, 2023 and 2022, respectively. On April 19, 2019, BGC Partners entered into a $10.0 million secured loan arrangement, under which it pledged certain fixed assets as security for a loan.
BGC Partners recorded interest expense related to this secured loan arrangement of nil for the year ended December 31, 2023. On April 19, 2019, BGC Partners entered into a $10.0 million secured loan arrangement, under which it pledged certain fixed assets as security for a loan.
Interest Expense Interest expense increased by $13.8 million, or 17.9%, to $91.1 million for the year ended December 31, 2024 as compared to the year ended December 31, 2023, primarily driven by interest expense related to the BGC Partners 8.000% Senior Notes issued on May 25, 2023 and the BGC Group 8.000% Senior Notes issued October 6, 2023 as part of the Exchange Offer, the BGC Group 6.600% Senior Notes issued on June 10, 2024, and higher borrowings on both the Revolving Credit Agreement and BGC Credit Agreement, partially offset by a decrease in interest expense related to the BGC Partners 3.750% Senior Notes and BGC Group 3.750% Senior Notes due to repayment in full on October 1, 2024.
Commissions and Floor Brokerage Commissions and floor brokerage expense increased by $9.3 million, or 15.1%, to $70.8 million for the year ended December 31, 2024 as compared to the year ended December 31, 2023, primarily driven by a higher number of trades in the year ended December 31, 2024. 100 Table of Contents Interest Expense Interest expense increased by $13.8 million, or 17.9%, to $91.1 million for the year ended December 31, 2024 as compared to the year ended December 31, 2023, primarily driven by interest expense related to the BGC Partners 8.000% Senior Notes issued on May 25, 2023 and the BGC Group 8.000% Senior Notes issued October 6, 2023 as part of the Exchange Offer, the BGC Group 6.600% Senior Notes issued on June 10, 2024, and higher borrowings on both the Revolving Credit Agreement and BGC Credit Agreement, partially offset by a decrease in interest expense related to the BGC Partners 3.750% Senior Notes and BGC Group 3.750% Senior Notes due to repayment in full on October 1, 2024.
As discussed below, our Liquidity remained strong at $897.8 million as of December 31, 2024, which can be used for share repurchases, dividends, acquisitions, new hires, tax payments, ordinary movements in working capital, and our continued investment in Fenics Growth Platforms.
As discussed below, our Liquidity remained strong at $979.1 million as of December 31, 2025, which can be used for share repurchases, dividends, acquisitions, new hires, tax payments, ordinary movements in working capital, and our continued investment in Fenics Growth Platforms.
BGC Partners did not record any interest expense related to the Revolving Credit Agreement for the year ended December 31, 2024. BGC Partners recorded interest expense related to the Revolving Credit Agreement of $6.9 million and $2.3 million for the years ended December 31, 2023 and 2022, respectively.
BGC Partners did not record any interest expense related to the Revolving Credit Agreement for the years ended December 31, 2025 and 2024. BGC Partners recorded interest expense related to the Revolving Credit Agreement of $6.9 million for the year ended December 31, 2023.
The Clearing Capital Agreement amendment also assigned BGC Partners’ rights and obligations thereunder to BGC Group. During the years ended December 31, 2024, 2023 and 2022, the Company was charged $4.4 million, $2.2 million and $0.8 million, respectively, by Cantor for the cash or other collateral posted by Cantor on BGC’s behalf.
The Clearing Capital Agreement amendment also assigned BGC Partners’ rights and obligations thereunder to BGC Group. During the years ended December 31, 2025, 2024 and 2023, we were charged $4.0 million, $4.4 million and $2.2 million, respectively, by Cantor for the cash or other collateral posted by Cantor on BGC’s behalf.
On October 19, 2023, we filed a resale registration statement on Form S-3 pursuant to which CF&Co could make offers and sales of the BGC Group Notes in connection with ongoing market-making transactions which could occur from time to time.
Market-Making Registration Statements On October 19, 2023, we filed a resale registration statement on Form S-3 pursuant to which CF&Co could make offers and sales of the BGC Group 3.750% Senior Notes, BGC Group 4.375% Senior Notes, and BGC Group 8.000% Senior Notes in connection with ongoing market-making transactions which could occur from time to time.
Interest on debt and collateralized borrowings also includes interest on the undrawn portion of the committed unsecured senior Revolving Credit Agreement which was calculated through the maturity date of the facility, which is April 26, 2027.
Interest on notes payable and other borrowings also includes interest on the undrawn portion of the committed unsecured senior Revolving Credit Agreement which was calculated through the maturity date of the facility, which is April 26, 2027.
Our clients include many of the world’s largest banks, broker-dealers, trading firms, hedge funds, governments, corporations, investment firms, commodity trading firms and end users, such as producers and consumers.
Treasuries platform and spot foreign exchange platform. Our clients include many of the world’s largest banks, broker-dealers, trading firms, hedge funds, governments, corporations, investment firms, commodity trading firms and end users, such as producers and consumers.
Compensation expense (benefit) for the above-mentioned employee loans for the years ended December 31, 2024, 2023 and 2022 was $59.4 million, $51.3 million and $49.5 million, respectively. The compensation expense related to these loans was included as part of “Compensation and employee benefits” in our Consolidated Statements of Operations.
Compensation expense for the above-mentioned employee loans for the years ended December 31, 2025, 2024 and 2023 was $140.3 million, $59.4 million and $51.3 million, respectively. The compensation expense related to these loans is included as part of “Compensation and employee benefits” in our Consolidated Statements of Operations.
The amount of global sovereign debt outstanding remains at historically high levels, and recent and potential future monetary policy changes by major central banks have given rise to higher levels of interest rate trading activity and are expected to provide continued tailwinds to our Rates business.
The amount of global sovereign debt outstanding remains at historically high levels, and recent and potential future monetary policy changes by major central banks have given rise to higher levels of interest rate trading activity and are expected to provide continued tailwinds to our Rates business. Rates volumes were higher during 2025 compared to the prior year period.
As of December 31, 2024, the limit on the aggregate number of shares authorized to be delivered under the BGC Group Equity Plan allowed for the grant of future awards relating to 440.8 million shares of BGC Class A common stock.
As of December 31, 2025, the limit on the aggregate number of shares authorized to be delivered under the BGC Group Equity Plan allowed for the grant of future awards relating to 405.7 million shares of BGC Class A common stock.
The cumulative remaining balance as of December 31, 2024 is $11.4 million. 5 Other contractual obligations reflect commitments of $13.2 million to make charitable contributions, which are recorded as part of “Accounts payable, accrued and other liabilities” in the Company’s Consolidated Statements of Financial Condition. The amount payable each year reflects an estimate of future Charity Day obligations.
The cumulative remaining balance as of December 31, 2025 is $4.4 million. 7 Other contractual obligations reflect commitments of $17.3 million to make charitable contributions, which are recorded as part of “Accounts payable, accrued and other liabilities” in the Company’s Consolidated Statements of Financial Condition. The amount payable each year reflects an estimate of future Charity Day obligations.
Communications Communications expense increased by $6.0 million, or 5.6%, to $114.1 million for the year ended December 31, 2023 as compared to the year ended December 31, 2022, which was primarily driven by increases in various terminal and line service costs across market data and communications.
Communications Communications expense increased by $6.5 million, or 5.7%, to $120.6 million for the year ended December 31, 2024 as compared to the year ended December 31, 2023, which was primarily driven by increases in various terminal and line service costs across market data and communications.
Our post-trade Fenics NDF Match business is an advanced matching platform that helps clients offset their fixing risk in non-deliverable forward portfolios and simplifies the complexities of managing large quantities of derivatives, to help promote sustainable growth, lower systemic risk and improve resiliency in the industry.
Our post-trade Fenics NDF Match business is an advanced matching platform that helps clients offset their fixing risk in non-deliverable forward portfolios and simplifies the complexities of managing large quantities of derivatives, to help promote sustainable growth, lower systemic risk and improve resiliency in the industry. On December 31, 2025, we sold our analytics brand, kACE , to smartTrade.
As of December 31, 2024, these subsidiaries had aggregate regulatory net capital, as defined, in excess of the aggregate regulatory requirements, as defined, of $432.3 million. 109 Table of Contents See “Regulation” included in Part I, Item 1 of this Annual Report on Form 10‑K for additional information related to our regulatory environment.
As of December 31, 2025, these subsidiaries had aggregate regulatory net capital, as defined, in excess of the aggregate regulatory requirements, as defined, of $508.2 million. See “Regulation” included in Part I, Item 1 of this Annual Report on Form 10‑K for additional information related to our regulatory environment.
Anti-dilutive securities for the year ended December 31, 2024, included $15.6 million participating RSUs and $0.4 million participating restricted shares of BGC Class A common stock.
Anti-dilutive securities for the year ended December 31, 2025, included 15.3 million of participating RSUs and 0.2 million of participating restricted shares of BGC Class A common stock.
As of December 31, 2024, the Company had issued 0.8 million shares of BGC Class A common stock under the DRIP. Our effective Registration Statement on Form S-8 was originally filed on July 3, 2023, with respect to the offer and sale of up to 600 million shares of BGC Class A common stock under the BGC Group Equity Plan.
Our effective Registration Statement on Form S-8 was originally filed on July 3, 2023 with respect to the offer and sale of up to 600 million shares of BGC Class A common stock under the BGC Group Equity Plan.
Treasury futures around the end of the first quarter of 2025. Fenics For the purposes of this document and subsequent SEC filings, all of our higher margin, technology-driven businesses are referred to as Fenics. We categorize our Fenics businesses as Fenics Markets and Fenics Growth Platforms.
Fenics For the purposes of this document and subsequent SEC filings, all of our higher margin, technology-driven businesses are referred to as Fenics. We categorize our Fenics businesses as Fenics Markets and Fenics Growth Platforms.
On October 1, 2024, Cantor repaid in full the remaining $150.0 million of borrowings outstanding to the Company under the BGC Credit Agreement, plus accrued interest; therefore, there were no borrowings outstanding from the Company under the BGC Credit Agreement as of December 31, 2024.
On October 1, 2024, Cantor repaid in full the remaining $150.0 million of borrowings outstanding to us under the BGC Credit Agreement, plus accrued interest. As of both December 31, 2024 and 2023, there were no borrowings outstanding by Cantor under the BGC Credit Agreement.
On July 14, 2023, defendants filed a motion to dismiss the amended complaint. The plaintiffs then filed a second amended complaint in March 2024. On December 2, 2024, the Court granted defendants’ motion to dismiss the second amended complaint in its entirety. On December 16, 2024, plaintiffs filed a notice of appeal to the Third Circuit Court of Appeals.
On July 14, 2023, the defendants filed a motion to dismiss the amended complaint. The plaintiffs then filed a second amended complaint in March 2024. On December 2, 2024, the Court granted the defendants’ motion to dismiss the second amended complaint in its entirety.
Anti-dilutive securities for the quarter ended December 31, 2024, included 16.0 million participating RSUs and 0.4 million participating restricted shares of BGC Class A common stock. For the year ended December 31, 2024, 16.0 million potentially dilutive securities were not included in the computation of fully diluted EPS because their effect would have been anti-dilutive.
Anti-dilutive securities for the three months ended December 31, 2025, included 15.0 million of participating RSUs and 0.1 million of participating restricted shares of BGC Class A common stock. For the year ended December 31, 2025, 15.5 million of potentially dilutive securities were not included in the computation of fully diluted EPS because their effect would have been anti-dilutive.
In addition, prior to the Corporate Conversion, we paid amounts due to a partner upon termination of service over a number of years in order to ensure compliance with partner obligations We also enter into various agreements with certain of our employees, and prior to the Corporate Conversion, partners whereby these individuals receive loans which may be either wholly or in part repaid from the distributions that the individuals receive on some or all of their LPUs in BGC Holdings and Newmark Holdings, prior to the Corporate Conversion, and by distributions that the individuals receive on some or all of their LPUs in Newmark Holdings and any dividends paid on participating RSUs and restricted stock awards, subsequent to the Corporate Conversion.
We also enter into various agreements with certain of our employees, and prior to the Corporate Conversion, partners whereby these individuals receive loans which may be either wholly or in part repaid from the distributions that the individuals receive on some or all of their LPUs in BGC Holdings and Newmark Holdings, prior to the Corporate Conversion, and by distributions that the individuals receive on some or all of their LPUs in Newmark Holdings and any dividends paid on participating RSUs and restricted stock awards, subsequent to the Corporate Conversion.
We have been a pioneer in creating and encouraging hybrid and fully electronic execution, and we continually work with our customers to expand such trading across more asset classes and geographies.
We have been a pioneer in creating and encouraging Hybrid and Fully Electronic execution, and we continually work with our customers to expand such trading across more asset classes and geographies, but we will ultimately defer to client preference on execution method.
This is largely because our Voice, Hybrid, and Fully Electronic Rates desks often have volume discounts built into their price structure, which results in our Rates revenues being less volatile than the overall industry volumes. ECS Volumes ECS volumes were higher during 2024 compared to the prior year period.
This is largely because our Voice, Hybrid, and Fully Electronic desks often have volume discounts built into their price structure, which results in our revenues being less volatile than the overall industry volumes. 88 Table of Contents Foreign Exchange Volumes and Volatility Global foreign exchange volumes were higher during 2025 compared to the prior year period.
BGC Partners recorded interest expense related to the BGC Partners 5.375% Senior Notes of $14.5 million and $25.5 million during the years ended December 31, 2023 and 2022, respectively.
BGC Partners recorded interest expense related to the BGC Partners 5.375% Senior Notes of $14.5 million during the year ended December 31, 2023.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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BGC monitors the net exposure in foreign currencies on a daily basis and hedges its exposure as deemed appropriate with highly rated major financial institutions. The majority of the Company’s foreign currency exposure is related to the U.S. dollar versus the pound sterling and the euro.
BGC monitors the net exposure in foreign currencies on a daily basis and hedges its exposure as deemed appropriate with highly rated major financial institutions. The majority of our foreign currency exposure is related to the U.S. dollar versus the pound sterling and the euro.
The inability of our systems to accommodate an increasing volume of transactions could also constrain our ability to expand our businesses. In addition, despite our contingency plans, our ability to conduct business may be adversely impacted by a disruption in the infrastructure that supports our businesses and the communities in which they are located.
The inability of our systems to accommodate an increasing volume of transactions could also constrain our ability to expand our businesses. 120 Table of Contents In addition, despite our contingency plans, our ability to conduct business may be adversely impacted by a disruption in the infrastructure that supports our businesses and the communities in which they are located.
There have also been an increasing number of malicious cyber incidents in recent years in various industries, including ours. Any such cyber incidents involving our computer systems and networks, or those of third parties important to our businesses, could present risks to our operations. Foreign Currency Risk BGC is exposed to risks associated with changes in FX rates.
There have also been an increasing number of malicious cyber incidents in recent years in various industries, including ours. Any such cyber incidents involving our computer systems and networks, or those of third parties important to our businesses, could present risks to our operations. Foreign Currency Risk We are exposed to risks associated with changes in FX rates.
Changes in FX rates create volatility in the U.S. dollar equivalent of the Company’s revenues and expenses. In addition, changes in the remeasurement of BGC’s foreign currency denominated financial assets and liabilities are recorded as part of its results of operations and fluctuate with changes in foreign currency rates.
Changes in FX rates create volatility in the U.S. dollar equivalent of the our revenues and expenses. In addition, changes in the remeasurement of our foreign currency denominated financial assets and liabilities are recorded as part of its results of operations and fluctuate with changes in foreign currency rates.
The analysis used the stress-tested scenario as the U.S. dollar strengthening against both the euro and against the pound sterling. If as of December 31, 2024, the U.S. dollar had strengthened against both the euro and the pound sterling by 10%, the currency movements would have had an aggregate negative impact on our net income of approximately $0.9 million.
The analysis used the stress-tested scenario as the U.S. dollar strengthening against both the euro and against the pound sterling. If as of December 31, 2025, the U.S. dollar had strengthened against both the euro and the pound sterling by 10%, the currency movements would have had an aggregate negative impact on our net income of approximately $0.7 million.
Interest Rate Risk BGC had $1,149.5 million in fixed-rate debt outstanding as of December 31, 2024. These debt obligations are not currently subject to fluctuations in interest rates, although in the event of refinancing or issuance of new debt, such debt could be subject to changes in interest rates.
Interest Rate Risk BGC had $1,549.5 million in fixed-rate debt outstanding as of December 31, 2025. These debt obligations are not currently subject to fluctuations in interest rates, although in the event of refinancing or issuance of new debt, such debt could be subject to changes in interest rates.
To assess exposure to interest rate risk, we evaluated the effect of a 1% shift in interest rates, holding all other assumptions constant. The analysis indicated that our consolidated net earnings in fiscal year 2024 would have declined by $1.7 million if interest rates increased by an additional 1%. 123 Table of Contents
To assess exposure to interest rate risk, we evaluated the effect of a 1% shift in interest rates, holding all other assumptions constant. The analysis indicated that our consolidated net earnings in fiscal year 2025 would have declined by $1.1 million if interest rates increased by an additional 1%. 121 Table of Contents
We also had Financial instruments owned, at fair value, of $186.2 million as of December 31, 2024. These include investments in equity securities, which are publicly-traded. Investments in equity securities carry a degree of risk, as there can be no assurance that the equity securities will not lose value and, in general, securities markets can be volatile and unpredictable.
We also had Financial instruments owned, at fair value, of $127.6 million as of December 31, 2025. These include investments in equity securities, which are publicly-traded. Investments in equity securities carry a degree of risk, as there can be no assurance that the equity securities will not lose value and, in general, securities markets can be volatile and unpredictable.
These systems may fail to operate properly or become disabled as a result of events that are wholly or partially beyond our control, including cybersecurity incidents, a disruption of electrical or communications services or our inability to occupy one or more of our buildings.
These systems may fail to operate properly or become disabled as a result of events that are wholly or partially beyond our control, including cybersecurity incidents or other failures of our or third party information technology systems, a disruption of electrical or communications services or our inability to occupy one or more of our buildings.
In addition, as of December 31, 2024, BGC had $200.0 million borrowings outstanding under its Revolving Credit Agreement. The Revolving Credit Agreement interest rate on borrowings is based on SOFR or a defined base rate plus additional margin. As of December 31, 2024, BGC did not have any borrowings outstanding under its BGC Credit Agreement.
As of December 31, 2025, BGC had $240.0 million borrowings outstanding under its Revolving Credit Agreement. The Revolving Credit Agreement interest rate on borrowings is based on SOFR or a defined base rate plus additional margin. As of December 31, 2025, BGC had $20.0 million of borrowings outstanding under its BGC Credit Agreement.
The credit review process includes establishing an internal credit rating and any other information deemed necessary to make an informed credit decision, which may include correspondence, due diligence calls and a visit to the entity’s premises, as necessary. 121 Table of Contents Credit approval is granted subject to certain trading limits and may be subject to additional conditions, such as the receipt of collateral or other credit support.
The credit review process includes establishing an internal credit rating and any other information deemed necessary to make an informed credit decision, which may include correspondence, due diligence calls and a visit to the entity’s premises, as necessary.
Cash settlement of the transaction occurs upon receipt or delivery of the underlying instrument that was traded. BGC generally avoids settlement of principal transactions on a free-of-payment basis or by physical delivery of the underlying instrument. However, free-of-payment transactions may occur on a very limited basis.
BGC generally avoids settlement of principal transactions on a free-of-payment basis or by physical delivery of the underlying instrument. However, free-of-payment transactions may occur on a very limited basis. The number of matched principal trades BGC executes has continued to grow as compared to prior years.
In addition, principal gains and losses resulting from these positions could on occasion have a disproportionate effect, positive or negative, on BGC’s consolidated financial condition and results of operations for any particular reporting period. 122 Table of Contents Operational Risk Our businesses are highly dependent on our ability to process a large number of transactions across numerous and diverse markets in many currencies on a daily basis.
Adverse movements in the securities positions or a downturn or disruption in the markets for these positions could result in a substantial loss. In addition, principal gains and losses resulting from these positions could on occasion have a disproportionate effect, positive or negative, on BGC’s consolidated financial condition and results of operations for any particular reporting period.
Ongoing credit monitoring procedures include reviewing periodic financial statements and publicly available information on the client and collecting data from credit rating agencies, where available, to assess the ongoing financial condition of the client. In addition, BGC incurs limited credit risk related to certain brokerage activities. This counterparty risk relates to the collectability of the outstanding brokerage fee receivables.
In addition, BGC incurs limited credit risk related to certain brokerage activities. This counterparty risk relates to the collectability of the outstanding brokerage fee receivables. The review process includes monitoring both the clients and the related brokerage receivables.
Principal Transaction Risk Through its subsidiaries, BGC executes matched principal transactions in which it acts as a “middleman” by serving as counterparty to both a buyer and a seller in matching back-to-back trades. These transactions are then settled through a recognized settlement system or third-party clearing organization. Settlement typically occurs within one to three business days after the trade date.
These transactions are then settled through a recognized settlement system or third-party clearing organization. Settlement typically occurs within one to three business days after the trade date. Cash settlement of the transaction occurs upon receipt or delivery of the underlying instrument that was traded.
Removed
The review process includes monitoring both the clients and the related brokerage receivables. The review includes an evaluation of the ongoing collection process and an aging analysis of the brokerage receivables.
Added
Credit approval is granted subject to certain trading limits and may be subject to additional conditions, such as the receipt of collateral or other credit support. Ongoing credit monitoring procedures include reviewing periodic financial statements and publicly available information on the client and collecting data from credit rating agencies, where available, to assess the ongoing financial condition of the client.
Removed
The number of matched principal trades BGC executes has continued to grow as compared to prior years.
Added
The review includes an evaluation of the ongoing collection process and an aging analysis of the brokerage receivables. 119 Table of Contents Principal Transaction Risk Through its subsidiaries, BGC executes matched principal transactions in which it acts as a “middleman” by serving as counterparty to both a buyer and a seller in matching back-to-back trades.
Removed
Adverse movements in the securities positions or a downturn or disruption in the markets for these positions could result in a substantial loss.
Added
Operational Risk Our businesses are highly dependent on our ability to process a large number of transactions across numerous and diverse markets in many currencies on a daily basis.

Other BGC 10-K year-over-year comparisons