BGC Partners

Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________________________
FORM 10-K
_______________________________________________
FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Mark One)
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2025
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                      
Commission File Number: 001-35591
_______________________________________________
BGC Group, Inc.
(Exact Name of Registrant as Specified in Its Charter)
_______________________________________________
Delaware
86-3748217
(State or Other Jurisdiction of
Incorporation or Organization)
(I.R.S. Employer
Identification No.)
 
 
499 Park Avenue ,
 New York
, NY
10022
(Address of Principal Executive Offices)
(Zip Code)
(212) 610-2200
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange on which registered
Class A Common Stock, $0.01 par value
BGC
The Nasdaq Stock Market, LLC
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ☒    No  ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ☐    No  ☒
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☒    No  ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the
definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer
☒
Accelerated Filer
☐
Non-accelerated Filer
☐
Smaller Reporting Company
☐
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.    ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under
Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.  ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an
error to previously issued financial statements.    ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s
executive officers during the relevant recovery period pursuant to § 240.10D-1(b).    ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No  ☒
The aggregate market value of voting common equity held by non-affiliates of the registrant, based upon the closing price of the Class A common stock on June 30, 2025 as reported on
Nasdaq, was approximately $3,770,519,808.
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.
On February 27, 2026, the registrant had 364,809,084 shares of Class A common stock, $0.01 par value, and 109,452,953 shares of Class B common stock, $0.01 par value, outstanding.
_______________________________________________

DOCUMENTS INCORPORATED BY REFERENCE.
Portions of the registrant’s Amendment No. 1 to the Form 10-K for the fiscal year ended 2025 or the definitive proxy statement for its 2026 annual meeting of stockholders (the
“2026 Proxy Statement”) are incorporated by reference in Part III of this Annual Report on Form 10‑K. We anticipate that we will file the Amendment No. 1 to the Form 10-K for the fiscal
year ended 2025 or the 2026 Proxy Statement with the SEC on or before April 30, 2026.

Table of Contents
BGC Group, Inc.
2025 FORM 10‑K ANNUAL REPORT
TABLE OF CONTENTS
Page
Glossary of Terms, Abbreviations and Acronyms
2
Special Note on Forward-Looking Information
13
Risk Factor Summary
13
PART I
ITEM 1.
Business
15
ITEM 1A.
Risk Factors
38
ITEM 1B.
Unresolved Staff Comments
72
ITEM 1C.
Cybersecurity
72
ITEM 2.
Properties
74
ITEM 3.
Legal Proceedings
74
ITEM 4.
Mine Safety Disclosures
74
PART II
ITEM 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
75
ITEM 6.
[Reserved]
77
ITEM 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
77
ITEM 7A.
Quantitative and Qualitative Disclosures About Market Risk
119
ITEM 8.
Financial Statements and Supplementary Data
122
ITEM 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
205
ITEM 9A.
Controls and Procedures
205
ITEM 9B.
Other Information
206
ITEM 9C.
Disclosure Regarding Foreign Jurisdictions That Prevent Inspections
206
 
PART III
 
ITEM 10.
Directors, Executive Officers and Corporate Governance
207
ITEM 11.
Executive Compensation
207
ITEM 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
207
ITEM 13.
Certain Relationships and Related Transactions, and Director Independence
207
ITEM 14.
Principal Accountant Fees and Services
207
PART IV
ITEM 15.
Exhibits and Financial Statement Schedules
208
ITEM 16.
Form 10‑K Summary
213
Except as otherwise indicated or the context otherwise requires, as used herein, the terms “BGC,” the “Company,” “we,” “our,” and “us” refer to: (i)
following the closing of the Corporate Conversion, effective July 1, 2023, BGC Group and its consolidated subsidiaries, including BGC Partners; and (ii) prior
to the effective time of the Corporate Conversion, BGC Partners and its consolidated subsidiaries. See Note 1—“Organization and Basis of Presentation” to the
Consolidated Financial Statements herein for more information regarding the Corporate Conversion, and refer to the “Glossary of Terms, Abbreviations and
Acronyms” for the definitions of terms used above and throughout the remainder of this Annual Report on Form 10-K.

Table of Contents
GLOSSARY OF TERMS, ABBREVIATIONS AND ACRONYMS
The following terms, abbreviations and acronyms are used to identify frequently used terms and phrases that may be used in this report: 
TERM
DEFINITION
2019 Form S-4 Registration Statement
On September 13, 2019, BGC filed a registration statement on Form S-4 with respect to the offer and sale of up to 20.0 million shares
of BGC Class A common stock in connection with business combination transactions, including acquisition of other businesses,
assets, properties or securities
ACER
Agency for the Cooperation of Energy Regulators
ADV
Average daily volume
AI
Artificial Intelligence; technology that uses data‑driven models to perform tasks requiring human‑like analysis, output generation, or
decision‑making
AMCOM
American Commodities Brokerage Company, which specializes in the trading of agricultural commodities associated with food and
alternative fuel feedstocks, of which BGC Group acquired certain employees and net assets on December 31, 2025
Americas
United States and other countries included in North America and South America
APAC
Asia-Pacific
API
Application Programming Interface
ASC
Accounting Standards Codification
ASU
Accounting Standards Update
Audit Committee
Audit Committee of the Board
August 2022 Sales Agreement
CEO Program sales agreement, by and between BGC Partners and CF&Co, dated August 12, 2022, pursuant to which the Company
could offer and sell up to an aggregate of $300.0 million of shares of BGC Class A common stock. This agreement was assumed by
BGC Group and amended and restated as the July 2023 Sales Agreement, which expired on August 2, 2025
Aurel
The Company’s French subsidiary, Aurel BGC SAS
BGC
(i) Following the closing of the Corporate Conversion, BGC Group and, where applicable, its consolidated subsidiaries, including
BGC Partners, and (ii) prior to the closing of the Corporate Conversion, BGC Partners and, where applicable, its consolidated
subsidiaries
BGC Class A common stock or our Class
A common stock
BGC Class A common stock, par value $0.01 per share
BGC Class B common stock or our Class
B common stock
BGC Class B common stock, par value $0.01 per share
BGC Credit Agreement
Agreement between BGC Partners and Cantor, dated March 19, 2018, that permits each party or its subsidiaries to borrow up to
$250.0 million, as amended on August 6, 2018, assumed by BGC Group on October 6, 2023, and further amended March 8, 2024, to
increase the facility to $400.0 million at a rate equal to 25 basis points less than the applicable borrower’s borrowing rate under such
borrower’s revolving credit agreement with unaffiliated third parties as administrative agent and lenders as may be in effect from time
to time. On June 7, 2024, the agreement was amended a third time to permit BGC Group and its subsidiaries and Cantor and its
subsidiaries to borrow from each other up to $400.0 million pursuant to a new category of “FICC-GSD Margin Loans”
BGC Derivative Markets
BGC Derivative Markets L.P.
BGC Entity Group
BGC Partners, BGC Holdings, BGC U.S. OpCo and their respective subsidiaries (other than, prior to the Spin-Off, the Newmark
Group), collectively, and in each case as such entities existed prior to the Corporate Conversion
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TERM
DEFINITION
BGCF
BGC Financial, L.P.
BGC Global OpCo
BGC Global Holdings, L.P., an operating partnership, which holds the non-U.S. businesses of BGC and which is indirectly wholly
owned, following the closing of the Corporate Conversion, by BGC Group
BGC Group
BGC Group, Inc., and where applicable its consolidated subsidiaries
BGC Group 3.750% Senior Notes
$255.5 million principal amount of 3.750% senior notes which matured on October 1, 2024 and were issued on October 6, 2023 in
connection with the Exchange Offer
BGC Group 4.375% Senior Notes
$288.2 million principal amount of 4.375% senior notes which matured on December 15, 2025 and were issued on October 6, 2023 in
connection with the Exchange Offer
BGC Group 6.150% Senior Notes
$700.0 million principal amount of 6.150% senior notes maturing on April 2, 2030 and issued on April 2, 2025
BGC Group 6.600% Senior Notes
$500.0 million principal amount of 6.600% senior notes maturing on June 10, 2029 and issued on June 10, 2024
BGC Group 8.000% Senior Notes
$347.2 million principal amount of 8.000% senior notes maturing on May 25, 2028 and issued on October 6, 2023 in connection with
the Exchange Offer
BGC Group Equity Plan
BGC Partners Equity Plan, as amended and restated and renamed the “BGC Group, Inc. Long Term Incentive Plan” and assumed by
BGC Group in connection with the Corporate Conversion
BGC Group Incentive Plan
Second Amended and Restated BGC Partners Incentive Bonus Compensation Plan, as amended and restated and renamed the “BGC
Group, Inc. Incentive Bonus Compensation Plan” and assumed by BGC Group in connection with the Corporate Conversion
BGC Group Notes
BGC Group 3.750% Senior Notes, BGC Group 4.375% Senior Notes, BGC Group 6.150% Senior Notes, BGC Group 6.600% Senior
Notes, and BGC Group 8.000% Senior Notes issued by BGC Group
BGC Holdings
BGC Holdings, L.P., an entity which, prior to the Corporate Conversion, was owned by Cantor, Founding Partners, BGC employee
partners and, after the Separation, Newmark employee partners
BGC Holdings Distribution
Pro-rata distribution, pursuant to the Separation and Distribution Agreement, by BGC Holdings to its partners of all of the
exchangeable limited partnership interests of Newmark Holdings owned by BGC Holdings immediately prior to the distribution,
completed on the Distribution Date
BGC Holdings Limited Partnership
Agreement
Second Amended and Restated BGC Holdings Limited Partnership Agreement
BGC OpCos
BGC U.S. OpCo and BGC Global OpCo, collectively
BGC Partners
BGC Partners, Inc. and, where applicable, its consolidated subsidiaries
BGC Partners 3.750% Senior Notes
$300.0 million principal amount of 3.750% senior notes which matured on October 1, 2024 and were issued on September 27, 2019.
Following the Exchange Offer on October 6, 2023, $44.5 million aggregate principal amount of the BGC Partners 3.750% Senior
Notes remained outstanding
BGC Partners 4.375% Senior Notes
$300.0 million principal amount of 4.375% senior notes which matured on December 15, 2025 and were issued on July 10, 2020.
Following the Exchange Offer on October 6, 2023, $11.8 million aggregate principal amount of the BGC Partners 4.375% Senior
Notes remained outstanding
BGC Partners 5.375% Senior Notes
$450.0 million principal amount of 5.375% senior notes which matured on July 24, 2023 and were issued on July 24, 2018
BGC Partners 8.000% Senior Notes
$350.0 million principal amount of 8.000% senior notes maturing on May 25, 2028 and issued on May 25, 2023. Following the
Exchange Offer on October 6, 2023, $2.8 million aggregate principal amount of the BGC Partners 8.000% Senior Notes remained
outstanding
BGC Partners Equity Plan
Eighth Amended and Restated Long Term Incentive Plan, approved by BGC Partners’ stockholders at the annual meeting of
stockholders on November 22, 2021
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TERM
DEFINITION
BGC Partners Incentive Plan
BGC Partners’ Second Amended and Restated Incentive Bonus Compensation Plan, approved by BGC Partners’ stockholders at the
annual meeting of stockholders on June 6, 2017
BGC Partners Notes
BGC Partners 3.750% Senior Notes, BGC Partners 4.375% Senior Notes, BGC Partners 5.375% Senior Notes and BGC Partners
8.000% Senior Notes issued by BGC Partners
BGC U.S. OpCo
BGC Partners, L.P., an operating partnership, which holds the U.S. businesses of BGC and which is indirectly wholly owned,
following the closing of the Corporate Conversion, by BGC Group
Board
Board of Directors of the Company
Brexit
Exit of the U.K. from the EU
Cantor
Cantor Fitzgerald, L.P. and, where applicable, its consolidated subsidiaries
Cantor group
Cantor and its subsidiaries other than BGC, including Newmark
Cantor units
Limited partnership interests, prior to the Corporate Conversion, of BGC Holdings, held by the Cantor group, which BGC Holdings
units were exchangeable into shares of BGC Class A common stock or BGC Class B common stock, as applicable
Capitalab
Capitalab Limited, which was part of the Company’s post-trade business. On December 3, 2024, the Company announced the sale of
Capitalab Limited to Capitolis
CCRE
Cantor Commercial Real Estate Company, L.P.
CECL
Current Expected Credit Losses
CEO Program
Controlled equity offering program
CF&Co
Cantor Fitzgerald & Co., a wholly owned broker-dealer subsidiary of Cantor
CFGM
CF Group Management, Inc., the general partner of Cantor
CFTC
Commodity Futures Trading Commission
Charity Day
BGC’s annual event held on September 11th where employees of the Company raise proceeds for charity
CIO
Chief Information Officer
CISO
Chief Information Security Officer
Clawback Policy
Compensation recovery policy
Clearing Capital Agreement
Agreement dated November 5, 2008, between BGC Partners and Cantor regarding clearing capital, as amended from time to time and
assumed by BGC Group on June 7, 2024. On June 7, 2024, the agreement was amended to modify the rate charged by Cantor for
posting margin in respect of trades cleared on behalf of the Company to a rate equal to Cantor’s cost of funding such margin through a
draw on a third party credit facility provided to Cantor for which the use of proceeds is to finance clearinghouse margin deposits and
related transactions
Clearing Services Agreement
Agreement dated May 9, 2006, between CF&Co and BGCF pursuant to which certain clearing services are provided to BGC and its
subsidiaries from Cantor and its subsidiaries, in exchange for payment by BGC and its subsidiaries of third-party clearing costs and
allocated costs. On June 7, 2024, the agreement was amended to modify the rate charged by CF&Co for posting margin in respect of
trades cleared on behalf of BGCF to a rate equal to CF&Co’s cost of funding such margin through a draw on a third party credit
facility provided to CF&Co for which the use of proceeds is to finance clearinghouse margin deposits and related transactions
CME
CME Group Inc., a leading derivatives marketplace, made up of four exchanges: CME, CBOT, NYMEX and COMEX
Company
Refers to (i) from after the effective time of the Corporate Conversion, BGC Group and its consolidated subsidiaries, including BGC
Partners; and (ii) prior to the effective time of the Corporate Conversion, BGC Partners and its consolidated subsidiaries
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TERM
DEFINITION
Company Debt Securities
The BGC Group Notes, the BGC Partners Notes and any future debt securities issued by the Company or its subsidiaries
Company Equity Securities
BGC Group stock or other equity securities
Compensation Committee
Compensation Committee of the Board
ContiCap
ContiCap SA, a wholly owned subsidiary of the Company, acquired on November 1, 2023
Contribution Ratio
Equal to a BGC Holdings limited partnership interest multiplied by one, divided by 2.2 (or 0.4545)
Controlling Investment Trustee
Any individual serving as investment trustee of the Purchaser Trusts (currently Mr. Brandon G. Lutnick) whose decision with respect
to investment decisions, under the terms of such trusts, controls in the event of a disagreement among the investment trustees of such
trusts
Corporate Conversion
A series of mergers and related transactions pursuant to which, effective at 12:02 AM Eastern Time on July 1, 2023, BGC Partners
and BGC Holdings became wholly owned subsidiaries of BGC Group, transforming the organizational structure of the BGC
businesses from an “Up-C” structure to a simplified “Full C-Corporation” structure
Corporate Conversion Agreement
The Corporate Conversion Agreement entered into on November 15, 2022, and as amended on March 29, 2023, by and among BGC
Partners, BGC Holdings, BGC Group and other affiliated entities, and, solely for the purposes of certain provisions therein, Cantor,
that provides for the Corporate Conversion of the BGC businesses
Corporate Conversion Mergers
The Holdings Reorganization Merger, the Corporate Merger, and the Holdings Merger, collectively
Corporate Merger
The merger of Merger Sub 1 with and into BGC Partners on July 1, 2023
Corporate Responsibility
Corporate Responsibility, Governance, Environmental, Sustainability-related or similar items
Corporate Responsibility Committee
The Corporate Responsibility Committee of the Board
COVID-19
Coronavirus Disease 2019
Credit Facility
A $150.0 million credit facility between BGC Group and an affiliate of Cantor entered into on April 21, 2017, which was terminated
on March 19, 2018
DCM
Designated Contract Market
DCO
Derivatives Clearing Organization
Deed
Mr. Sean Windeatt’s Deed of Adherence, as amended, with the U.K. Partnership regarding the terms of employment
DGCL
Delaware General Corporation Law
Distribution Date
November 30, 2018, the date that BGC Partners and BGC Holdings completed the Spin-Off and the BGC Holdings Distribution,
respectively
Dodd-Frank Act
Dodd-Frank Wall Street Reform and Consumer Protection Act
DRIP
Dividend Reinvestment and Stock Purchase Plan
DRIP Registration Statement
Registration statement on Form S-3 with respect to the offer and sale of up to 10.0 million shares of BGC Class A common stock
under the DRIP
DTCC
Depository Trust & Clearing Corporation
ECB
European Central Bank
ECS
Energy, Commodities, and Shipping
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TERM
DEFINITION
EMEA
Europe, Middle East, and Africa
EMIR
European Market Infrastructure Regulation
EPS
Earnings Per Share
eSpeed
Various assets comprising the Fully Electronic portion of the Company’s former benchmark on-the-run U.S. Treasury brokerage,
market data and co-location service businesses, sold to Nasdaq on June 28, 2013
EU
European Union
Exchange Act
Securities Exchange Act of 1934, as amended
Exchange Agreement
A letter agreement by and between BGC Partners, Cantor and CFGM, dated June 5, 2015, that, prior to the Corporate Conversion,
granted Cantor and CFGM the right to exchange shares of BGC Class A common stock into shares of BGC Class B common stock on
a one-to-one basis up to the limits described therein, which agreement was terminated in connection with the Corporate Conversion
Exchange Offer
Consent solicitations and offers to exchange the BGC Partners 3.750% Senior Notes, BGC Partners 4.375% Senior Notes and BGC
Partners 8.000% Senior Notes issued by BGC Partners for the BGC Group 3.750% Senior Notes, BGC Group 4.375% Senior Notes
and BGC Group 8.000% Senior Notes issued by BGC Group, in each case with substantially similar terms to the corresponding series
of BGC Partners Notes, completed on October 6, 2023
Exchange Ratio
Ratio by which a Newmark Holdings limited partnership interest for which an exchange right has been granted can be exchanged for
shares of Newmark Class A or Class B common stock
Family Branch
Each of Mr. Brandon Lutnick, Mr. Kyle S. Lutnick, Ms. Casey J. Lutnick and Mr. Ryan G. Lutnick, in each case, with their respective
collective descendants, for the purpose of the Lutnick Family Voting Agreement
FASB
Financial Accounting Standards Board
FCA
Financial Conduct Authority of the U.K.
FCM
Futures Commission Merchant
FDIC
Federal Deposit Insurance Corporation
Fenics
BGC’s group of electronic brands, offering a number of market infrastructure and connectivity services, Fully Electronic
marketplaces, and the Fully Electronic brokerage of certain products that also may trade via Voice and Hybrid execution, including
market data and related information services, Fully Electronic brokerage, connectivity software, compression and other post-trade
services, analytics related to financial instruments and markets, and other financial technology solutions; includes Fenics Growth
Platforms and Fenics Markets
Fenics Growth Platforms
Consists of FMX UST, Lucera, FMX FX and other newer standalone platforms, including FMX Futures Exchange
Fenics Integrated
Represents Fenics businesses that 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 Markets
Consists of the Fully Electronic portions of BGC’s brokerage businesses, data, network and post-trade revenues that are unrelated to
Fenics Growth Platforms, as well as Fenics Integrated revenues
FICC
Fixed Income Clearing Corporation
FICC-GSD Margin Loans
Loans made by a party under the BGC Credit Agreement, the use of proceeds of which will be to directly or indirectly (i) post margin
at any clearinghouse, including without limitation the Government Securities Division of the FICC, (ii) keep funds available for the
purpose of posting such margin or (iii) otherwise facilitate the clearing and settlement of trades
FINRA
Financial Industry Regulatory Authority
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TERM
DEFINITION
FIX
Financial Information Exchange
FMX
FMX Holdings, LLC, which holds BGC’s business of providing a fully electronic neutral forum in which all participants enter into
electronic transactions with respect to U.S. Treasuries, U.S. treasury futures, U.S. SOFR futures and other select products
FMX Equity Partners
Bank of America, Barclays, Citadel Securities, Citi, Goldman Sachs, J.P. Morgan, Jump Trading Group, Morgan Stanley, Tower
Research Capital, and Wells Fargo, being the banks which contributed $172 million between April 23, 2024 and April 24, 2024 into
FMX in exchange for a 25.75% ownership interest in FMX at a post-money equity valuation of $667 million. 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
FMX Futures Exchange
FMX Futures Exchange, L.P., which is wholly owned by FMX, and operates an exchange for U.S. treasury futures and U.S. SOFR
futures
FMX Separation
On April 23, 2024, BGC and FMX entered into a separation agreement pursuant to which BGC contributed the assets and liabilities
related to FMX’s business to FMX, and pursuant to which BGC and FMX agreed to certain restrictions in the operations of their
respective businesses
Founding Partners
Individuals who became limited partners of BGC Holdings in the mandatory redemption of interests in Cantor in connection with the
2008 separation and merger of Cantor’s BGC division with eSpeed, Inc. (provided that members of the Cantor group and Mr. Howard
W. Lutnick (including any entity directly or indirectly controlled by Mr. Howard Lutnick or any trust with respect to which he is a
grantor, trustee or beneficiary) are not founding partners) and became limited partners of Newmark Holdings in the Separation
Founding/Working Partners
Holders of FPUs
FPUs
Founding/Working Partners units, in BGC Holdings, prior to the Corporate Conversion, or Newmark Holdings, generally redeemed
upon termination of employment
Freedom
Freedom International Brokerage Company, a 45% voting interest ownership equity method investment of the Company
FTP
File Transfer Protocol
Fully Electronic
Broking transactions intermediated on a solely electronic basis rather than by Voice or Hybrid broking
Futures Exchange Group
A wholly owned subsidiary of the Company made up of the following entities: CFLP CX Futures Exchange Holdings, LLC, CFLP
CX Futures Exchange Holdings, L.P., CX Futures Exchange Holdings, LLC, CX Clearinghouse Holdings, LLC, FMX Futures
Exchange and CX Clearinghouse, L.P.
FX
Foreign exchange
G20
A forum for the world’s major economies to discuss economic, social, and development issues
GDPR
General Data Protection Regulation
GFI
GFI Group Inc., a wholly owned subsidiary of the Company, acquired on January 12, 2016
GILTI
Global Intangible Low-Taxed Income
Ginga
Ginga Petroleum (Singapore) Pte Ltd, a wholly owned subsidiary of the Company, acquired on March 12, 2019
GUI
Graphical User Interface
HDUs
LPUs with capital accounts, which were liability awards recorded in “Accrued compensation” in the Company’s Consolidated
Statements of Financial Condition
Holdings Merger
The merger of Merger Sub 2 with and into Holdings Merger Sub
Holdings Merger Sub
BGC Holdings Merger Sub, LLC, a Delaware limited liability company, wholly owned subsidiary of the Company, and successor to
BGC Holdings
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TERM
DEFINITION
Holdings Reorganization Merger
The reorganization of BGC Holdings from a Delaware limited partnership into a Delaware limited liability company through a merger
with and into Holdings Merger Sub
Hybrid
Broking transactions executed by brokers and involving some element of Voice broking and electronic trading
ICAP
ICAP plc, a part of TP ICAP group, and a leading markets operator and provider of execution and information services
ICE
Intercontinental Exchange
Incentive-Based Compensation
Compensation received by the Company’s executive officers that results from the attainment of a financial reporting measure based
on or derived from financial information
Insurance brokerage business
The insurance brokerage business of BGC, including Corant, Ed Broking Group Limited, Besso Insurance Group Limited, Piiq Risk
Partners, Junge, Cooper Gay, Global Underwriting and Epsilon, which business was sold to The Ardonagh Group on November 1,
2021
Investment Company Act
Investment Company Act of 1940, as amended
IR Act
Inflation Reduction Act of 2022
July 2023 Sales Agreement
Amended and restated CEO Program sales agreement, by and between BGC Group and CF&Co, dated July 3, 2023, pursuant to
which the Company could offer and sell up to an aggregate of $300.0 million of shares of BGC Class A common stock. This
agreement expired on August 2, 2025
kACE
kACE Financial, a provider of real-time pricing and advanced analytics platforms for complex FX derivatives sold by the Company
on December 31, 2025
LCH
London Clearing House
LGD
Loss Given Default
LIBOR
London Interbank Offering Rate
Liquidity
A non-GAAP financial measure, comprised of the sum of Cash and cash equivalents, Reverse Repurchase Agreements, and Financial
instruments owned, at fair value, less Securities loaned and Repurchase Agreements
LPUs
Certain limited partnership units of BGC Holdings prior to the Corporate Conversion, or Newmark Holdings, held by certain
employees of BGC and Newmark and other persons who have provided services to BGC or Newmark, which units may include
APSIs, APSUs, AREUs, ARPSUs, HDUs, U.K. LPUs, N Units, PLPUs, PPSIs, PPSUs, PSEs, PSIs, PSUs, REUs, and RPUs, along
with future types of limited partnership units in Newmark Holdings
LSEG
London Stock Exchange Group
Lucera
A wholly owned subsidiary of the Company, also known as “LFI Holdings, LLC” or “LFI,” which is a software defined network
offering the trading community direct connectivity
Lutnick Family Voting Agreement
The voting and transfer agreement relating to Lutnick Family Voting Agreement Securities entered into on May 16, 2025 by Mr.
Brandon Lutnick, Mr. Kyle Lutnick, Ms. Casey Lutnick, and Mr. Ryan Lutnick, each in their capacity as trustees of certain trusts
(including the Purchaser Trusts), and certain other entities
Lutnick Family Voting Agreement
Securities
Securities of the Company held by the trusts and other entities that are parties to the Lutnick Family Voting Agreement
Macro Hive
Macro Hive Limited
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TERM
DEFINITION
Majority of the Family Branches
With respect to any matter related to the Lutnick Family Voting Agreement, approval of such matter by both: (a) if there is a
Controlling Investment Trustee, the Controlling Investment Trustee; and (b) if any Family Branch is entitled to vote in accordance
with the Lutnick Family Voting Agreement, a majority vote of the Family Branches entitled to vote in accordance with the Lutnick
Family Voting Agreement (with the Lutnick Family Voting Agreement specifying a different approval standards if there is no
Controlling Investment Trustee and no Family Branch entitled to vote in accordance with the Lutnick Family Voting Agreement).
March 2021 Form S-3 Registration
Statement
CEO Program shelf Registration Statement on Form S-3 filed on March 8, 2021 and declared effective by the SEC on August 3, 2022.
This registration statement expired on August 2, 2025
MarketAxess
MarketAxess Holdings Inc.
Merger Sub 1
BGC Partners II, Inc., a Delaware corporation and wholly owned subsidiary of BGC Group
Merger Sub 2
BGC Partners II, LLC, a Delaware limited liability company and wholly owned subsidiary of BGC Group
MiFID II
Markets in Financial Instruments Directive II, a legislative framework instituted by the EU to regulate financial markets and improve
protections for investors by increasing transparency and standardizing regulatory disclosures
Mint Brokers
A wholly owned subsidiary of the Company, acquired on August 19, 2010, registered as an FCM with both the CFTC and the NFA
Nasdaq
Nasdaq, Inc., formerly known as NASDAQ OMX Group, Inc.
NDF
Non-deliverable forwards
Newmark
Newmark Group, Inc. (Nasdaq symbol: NMRK), a publicly traded and former majority-owned subsidiary of BGC Partners until the
Distribution Date, and, where applicable, its consolidated subsidiaries
Newmark Class A common stock
Newmark Class A common stock, par value $0.01 per share
Newmark Class B common stock
Newmark Class B common stock, par value $0.01 per share
Newmark Group
Newmark, Newmark Holdings, and Newmark OpCo and their respective consolidated subsidiaries, collectively
Newmark Holdings
Newmark Holdings, L.P.
Newmark IPO
Initial public offering of 23 million shares of Newmark Class A common stock by Newmark at a price of $14.00 per share in
December 2017
Newmark OpCo
Newmark Partners, L.P., an operating partnership, which is owned jointly by Newmark and Newmark Holdings and holds the
businesses of Newmark
NFA
National Futures Association
Non-GAAP
A financial measure that differs from the most directly comparable measure calculated and presented in accordance with U.S. GAAP,
such as Liquidity
N Units
Non-distributing partnership units, of BGC Holdings, prior to the Corporate Conversion, or Newmark Holdings, that may not be
allocated any item of profit or loss, and may not be made exchangeable into shares of Class A common stock, including NREUs,
NPREUs, NLPUs, NPLPUs, NPSUs, and NPPSUs
OBBBA
One Big Beautiful Bill Act
OCC
Options Clearing Corporation
Open Energy Group
Open Energy Group Inc., a wholly owned subsidiary of the Company, acquired on November 1, 2023
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TERM
DEFINITION
OTC
Over-the-counter
OTC Global
OTC Global Holdings, LP
OTF
Organized Trading Facility, a regulated execution venue category introduced by MiFID II
PD
Probability of default
Period Cost Method
Treatment of taxes associated with the GILTI provision as a current period expense when incurred rather than recording deferred taxes
for basis differences
Peer Group
BGC’s peer group for purposes of Item 201(e) of Regulation S-K, which consists of Compagnie Financière Tradition SA and TP
ICAP plc
Poten & Partners
Poten & Partners Group, Inc., a wholly owned subsidiary of the Company, acquired on November 15, 2018
Predecessor
Refers to BGC Partners Inc. being the parent company prior to the Corporate Conversion.
Preferred Distribution
Allocation of net profits of BGC Holdings (prior to the Corporate Conversion) or Newmark Holdings to holders of Preferred Units, at
a rate of either 0.6875% (i.e., 2.75% per calendar year) or such other amount as set forth in the award documentation
Preferred Return
The lesser of the two-year treasury bond rate or 2.75% annually, as calculated on the determination amount applicable to certain RSU
Tax Account awards, which may be adjusted or otherwise determined by management from time to time
Preferred Units
Preferred partnership units of BGC Holdings, prior to the Corporate Conversion, or Newmark Holdings, such as PPSUs, which are
settled for cash, rather than made exchangeable into shares of Class A common stock, are only entitled to a Preferred Distribution, and
are not included in BGC’s or Newmark’s fully diluted share count
Purchaser Trusts
Certain trusts controlled by Mr. Brandon Lutnick, as trustee with decision making control, which closed the purchase of all voting
shares of CFGM on October 6, 2025
Real GDP
Real Gross Domestic Product is a macroeconomic measure of the value of economic output adjusted for price changes (i.e., inflation
or deflation), which transforms the money-value measure, nominal GDP, into an index for quantity of total output
Record Date
Close of business on November 23, 2018, in connection with the Spin-Off
REMIT
Regulation on Wholesale Energy Markets Integrity and Transparency
Repurchase Agreements
Securities sold under agreements to repurchase that are recorded at contractual amounts, including interest, and accounted for as
collateralized financing transactions
Reverse Repurchase Agreements
Agreements to resell securities, with such securities recorded at the contractual amount, including accrued interest, for which the
securities will be resold, and accounted for as collateralized financing transactions
Revolving Credit Agreement
BGC Group’s unsecured senior revolving credit agreement with Bank of America, N.A., as administrative agent, and a syndicate of
lenders, dated as of November 28, 2018 and most recently amended and restated on April 26, 2024 and amended on December 6,
2024. The Revolving Credit Agreement provides for a maximum revolving loan balance of $700.0 million bearing interest at either
SOFR or a defined base rate plus additional margin, and has a maturity date of April 26, 2027
ROU
Right-of-use
RSUs
BGC or Newmark restricted stock units, payable in shares of BGC Class A common stock or Newmark Class A common stock,
respectively, held by certain employees of BGC or Newmark and other persons who have provided services to BGC or Newmark, or
issued in connection with certain acquisitions
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TERM
DEFINITION
RSU Tax Account
RSU Tax Accounts were issued by BGC in connection with the Corporate Conversion in the place of certain non-exchangeable
Preferred Units. The RSU Tax Accounts are settled for cash, rather than vesting into shares of BGC Class A common stock, may be
entitled to a Preferred Return, and are not included in BGC’s fully diluted share count. The RSU Tax Accounts were issued in
connection with RSUs and are to cover any withholding taxes to be paid when the RSUs vest into shares of BGC Class A common
stock
Russia’s Invasion of Ukraine
Russia’s invasion of Ukraine, which led to imposed sanctions by the U.S., U.K., EU, and other countries on Russian counterparties
Sage
Sage Energy Partners, LP, an energy and environmental brokerage firm that the Company acquired on October 1, 2024
SBSEF
Security-based Swap Execution Facility
SEC
U.S. Securities and Exchange Commission
Securities Act
Securities Act of 1933, as amended
SEF
Swap Execution Facility
Separation
Principal corporate transactions pursuant to the Separation and Distribution Agreement, by which BGC Partners, BGC Holdings and
BGC U.S. OpCo and their respective subsidiaries (other than the Newmark Group) transferred to Newmark, Newmark Holdings and
Newmark OpCo and their respective subsidiaries the assets and liabilities of the BGC Entity Group relating to BGC’s real estate
services business, and related transactions, including the distribution of Newmark Holdings units to holders of units in BGC Holdings
and the assumption and repayment of certain BGC indebtedness by Newmark
Separation and Distribution Agreement
Separation and Distribution Agreement, by and among the BGC Entity Group, the Newmark Group, Cantor and BGC Global OpCo,
originally entered into on December 13, 2017, as amended on November 8, 2018 and amended and restated on November 23, 2018
Share Repurchase Authorization
The Company’s stock repurchase authorization, most recently re-approved by the Board and by the Audit Committee on November 5,
2025 for repurchases up to $400.0 million, which may include purchases from Cantor, its partners or employees or other affiliated
persons or entities
smartTrade
smartTrade Technologies SAS; a specialist in multi-asset electronic trading and SaaS solutions
SMCR
Senior Managers Certification Regime
SOFR
Secured Overnight Financing Rate
SPAC
Special Purpose Acquisition Company
SPAC Investment Banking Activities
Aurel’s investment banking activities with respect to SPACs
Spin-Off
Pro-rata distribution, pursuant to the Separation and Distribution Agreement, by BGC Partners to its stockholders of all the shares of
common stock of Newmark owned by BGC Partners immediately prior to the Distribution Date, with shares of Newmark Class A
common stock distributed to the holders of shares of BGC Class A common stock (including directors and executive officers of BGC
Partners) of record on the Record Date, and shares of Newmark Class B common stock distributed to the holders of shares of BGC
Class B common stock (Cantor and CFGM) of record on the Record Date, completed on the Distribution Date
Standing Policy
In December 2010, as amended in 2013 and in 2017 and adopted by BGC Group in connection with the Corporate Conversion, the
Audit Committee and the Compensation Committee approved Mr. Howard Lutnick’s right, subject to certain conditions, to accept or
waive opportunities offered to other executive officers to monetize or otherwise provide liquidity with respect to some or all of their
limited partnership units of BGC Holdings or to accelerate the lapse of or eliminate any restrictions on equity awards
STP
Straight-Through Processing
Successor
Referring to BGC Group as the parent company for the period following the Corporate Conversion
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TERM
DEFINITION
Tax Act
Tax Cuts and Jobs Act enacted on December 22, 2017
The Ardonagh Group
The Ardonagh Group Limited; the U.K.’s largest independent insurance broker and purchaser of BGC’s Insurance brokerage business
completed on November 1, 2021
Tower Bridge
Tower Bridge International Services L.P., a subsidiary of the Company, which is 52%-owned by the Company and 48%-owned by
Cantor
TP ICAP
TP ICAP plc, an entity formed in December 2016, formerly known as Tullett
Tradeweb
Tradeweb Markets, Inc.
Tradition
Compagnie Financière Tradition SA, a Swiss based inter-dealer broker
Trident
Trident Brokerage Service LLC, a wholly owned subsidiary of the Company, acquired on February 28, 2023
Tullett
Tullett Prebon plc, a part of TP ICAP group and an interdealer broker, primarily operating as an intermediary in the wholesale
financial and energy sectors
U.K.
United Kingdom
U.K. Partnership
BGC Services (Holdings) LLP, a wholly owned subsidiary of the Company
U.S. GAAP or GAAP
Generally Accepted Accounting Principles in the United States of America
UBT
Unincorporated Business Tax
VIE
Variable Interest Entity
Voice
Voice-only broking transactions executed by brokers over the telephone
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SPECIAL NOTE ON FORWARD-LOOKING INFORMATION
This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of
the Exchange Act. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. For example,
words such as “may,” “will,” “should,” “estimates,” “predicts,” “possible,” “potential,” “continue,” “strategy,” “believes,” “anticipates,” “plans,” “expects,”
“intends,” and similar expressions are intended to identify forward-looking statements. The information included herein is given as of the filing date of this
Annual Report on Form 10-K with the SEC, and future results or events could differ significantly from these forward-looking statements. Such statements are
based upon current expectations that involve risks and uncertainties. Factors that could cause future results or events to differ from those expressed in these
forward-looking statements include, but are not limited to, the risks and uncertainties described or referenced in this Form 10-K, in Part I, “Item 1A—Risk
Factors,” in Part II, “Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Forward-Looking Cautionary
Statements” and in Part II, “Item 7A—Quantitative and Qualitative Disclosures About Market Risk.” Except to the extent required by applicable law or
regulation, the Company does not undertake to publicly update or revise any forward-looking statements, whether as a result of new information, future events,
or otherwise.
RISK FACTOR SUMMARY
The following is a summary of material risks that could affect our business, each of which may have a material adverse effect on our business,
financial condition, results of operations and prospects. This summary may not contain all of our material risks, and it is qualified in its entirety by the more
detailed risk factors set forth in “Item 1A—Risk Factors.”
•
Our business, financial condition, results of operations and prospects have been and may continue to be materially affected both positively and
negatively by conditions in the global economy and financial markets generally.
•
Actions taken by central banks in major global economies, including with regards to interest rates, may have a material impact on our businesses.
•
The financial services industry in general faces potential regulatory, litigation and/or criminal risks that may result in damages or fines or other
penalties as well as costs, and we may face damage to our professional reputation and legal liability if our products and services are not regarded as
satisfactory, our employees do not adhere to all applicable legal and professional standards, or for other reasons, all of which could have a material
adverse effect on our businesses, financial condition, results of operations and prospects.
•
We are subject to risks inherent in doing business in international financial markets, international expansion and international operations, including
regulatory risks, political risks, and foreign currency risks.
•
Consolidation and concentration of market share in the banking, brokerage, exchange and financial services industries could materially adversely
affect our business, financial condition, results of operations and prospects because we may not be able to compete successfully.
•
Because competition for the services of brokers, salespeople, managers, technology professionals and other front-office personnel in the financial
services industry is intense, it could affect our ability to attract and retain a sufficient number of highly skilled brokers or other professional services
personnel, in turn adversely impacting our revenues, resulting in a material adverse effect on our businesses, financial condition, results of operations
and prospects.
•
We may pursue opportunities including new business initiatives, strategic alliances and initiatives, acquisitions, mergers, investments, dispositions,
joint ventures or other growth opportunities or transformational transactions (including hiring new brokers and salespeople), which could present
unforeseen integration obstacles or costs and could fail to achieve anticipated benefits. We may also face competition in our acquisition strategy or
new business plans, and such competition may limit such opportunities.
•
The loss of one or more of our key executives, the development of future talent and the ability of certain key employees to devote adequate time and
attention to us are a key part of the success of our businesses, and failure to continue to employ and have the benefit of these executives, may
adversely affect our businesses and prospects.
•
Leadership changes and the resulting transition following our former Chairman and Chief Executive Officer’s confirmation as the U.S. Secretary of
Commerce could have an adverse effect on our business.
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•
We may not be able to protect our intellectual property rights or may be prevented from using intellectual property necessary for our business.
•
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.
•
If we fail to implement and maintain an effective internal control environment, our operations, reputation, and stock price could suffer, we may need
to restate our financial statements, and we may be delayed or prevented from accessing the capital markets.
•
We have excluded OTC Global from BGC management’s assessment of internal control over financial reporting. When OTC Global is included in our
assessment, we may discover the need to implement additional effective internal controls, and the integration of OTC Global in our business could
take longer than expected.
•
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.
•
We are subject to certain risks relating to our indebtedness, including constraints on our ability to raise additional capital, declines in our credit ratings
and limitations on our financial flexibility to react to changes in the economy or the financial services industry. We may need to incur additional
indebtedness to finance our growth strategy, including in connection with the re-positioning of aspects of our business to adapt to changes in market
conditions in the financial services industry.
•
We and our competitors may use AI in our business, and challenges with properly managing its use could result in competitive harm, regulatory
action, legal liability and brand or reputational harm.
•
If we were deemed an “investment company” under the Investment Company Act, the Investment Company Act’s restrictions could make it
impractical for us to continue our business.
•
We are a holding company, and accordingly are dependent upon distributions from BGC U.S. OpCo and BGC Global OpCo to pay dividends, taxes
and indebtedness and other expenses and to make repurchases of our Class A common stock. There can be no assurance that future dividends will be
paid, that dividend amounts will be maintained or that repurchases will be made at current or future levels.
•
We are controlled by Cantor and CFGM, which are controlled by Mr. Brandon G. Lutnick, whose interests may conflict with ours and who may
exercise their control in a way that favors their interests to our detriment, and these relationships may subject us to particular scrutiny.
•
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. Our management will have broad discretion as to the timing and amount of sales of our Class A common stock, as well as the
application of the net proceeds of any such sales.
•
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.
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PART I
ITEM 1.    BUSINESS
Throughout this document, the terms the “Company,” “BGC,” “we,” “our,” and “us,” refer to: (i) following the closing of the Corporate
Conversion, effective at 12:02 am Eastern Time on July 1, 2023, BGC Group, Inc. and its consolidated subsidiaries, including BGC Partners, Inc.; and (ii)
prior to the closing of the Corporate Conversion, BGC Partners, Inc. and its consolidated subsidiaries.
Our Business
We are a leading global marketplace, data, and financial technology company across the ECS and financial markets. We specialize in the brokerage
and trade execution of a broad range of ECS products, including listed derivatives and physical commodities in the oil and refined, and environmental and
energy transition, markets, as well as ship chartering. Additionally, we provide brokerage services across fixed income securities such as government bonds and
corporate bonds, as well as interest rate derivatives and credit derivatives, foreign exchange, equities and futures and options. Our business also provides
network and connectivity solutions, market data and related information services, and 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. Through our electronic brands, we offer
multiple trade execution, market data and information services, market infrastructure and connectivity services, as well as post-trade services.
BGC and leading global investment banks and market making firms have partnered to create FMX, part of the BGC Group of companies, which
includes a U.S. interest rate futures exchange, a cash U.S. 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. 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.
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. In 1996, Cantor launched its eSpeed system, which
revolutionized the way government bonds are traded in the inter-dealer market by providing a Fully Electronic trading marketplace. eSpeed completed an
initial public offering and began trading on Nasdaq in 1999.
Cantor subsequently continued to operate its inter-dealer Voice and Hybrid brokerage businesses separately from eSpeed.
Prior to the events of September 11, 2001, our financial brokerage business was widely recognized as one of the leading full-service wholesale
financial brokers in the world, with a rich history of developing innovative technological and financial solutions.
After September 11, 2001, and the loss of the majority of our U.S.-based employees, our Voice financial brokerage business operated primarily in
Europe.
In August 2004, Cantor announced the reorganization and separation of its inter-dealer Voice and Hybrid brokerage businesses into a subsidiary called
“BGC,” in honor of B. 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.
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In 2011, we acquired and developed a commercial real estate services business called “Newmark,” which we spun-off to BGC’s stockholders in
November 2018. Additionally, we acquired an insurance brokerage business in 2017, which we developed and sold in November 2021. 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. 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.
Since the founding of eSpeed, we have continued to pioneer advances in electronic trading, market data, network and post-trade services across the
wholesale capital markets. 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. 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.
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. Morgan, Jump Trading Group, Morgan Stanley, Tower Research Capital, and
Wells Fargo became minority equity owners of FMX and collectively invested $171.7 million in exchange for a 25.75% ownership interest at a post-money
equity valuation of $666.7 million. 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. 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. As a result of the Corporate Conversion, BGC Group became the public holding company for, and successor to, BGC
Partners, and its Class A common stock began trading on Nasdaq under the ticker symbol “BGC” in place of BGC Partners’ Class A common stock. Upon
completion of the Corporate Conversion, the former stockholders of BGC Partners and the former limited partners of BGC Holdings now participate in the
economics of the BGC businesses through BGC Group. The Corporate Conversion was intended to improve transparency and reduce operational complexity
across our business.
As a result of the Corporate Conversion, BGC Partners became a wholly owned subsidiary of BGC Group and BGC Holdings reorganized from a
Delaware limited partnership into a Delaware limited liability company through a merger with and into Holdings Merger Sub, with Holdings Merger Sub
continuing as a wholly owned subsidiary of BGC Group. Each outstanding share of BGC Partners Class A common stock and BGC Partners Class B common
stock was converted into one share of BGC Group Class A common stock and BGC Group Class B common stock, respectively. Non-exchangeable limited
partnership units of BGC Holdings were converted into equity awards denominated in cash, restricted stock and/or RSUs of BGC Group. Exchangeable limited
partnership units of BGC Holdings were exchanged for shares of BGC Partners Class A common stock prior to the Corporate Conversion and were converted
into shares of BGC Group Class A common stock at the closing of the Corporate Conversion. 64.0 million Cantor units 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 common stock or BGC Group Class B common stock in connection with certain acquisition transactions prior to
the seventh anniversary of the Corporate Conversion. BGC Group assumed all BGC Partners RSUs, RSU Tax Accounts or restricted stock awards outstanding
as of June 30, 2023.
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.
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2025 Board of Directors and Executive Officers Changes and Mr. Howard Lutnick Divestiture
On February 18, 2025, Mr. Howard W. 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. Howard Lutnick, to serve as a member of the Board. Additionally, on February 18, 2025 the
Company appointed Mr. Stephen M. Merkel to serve as a member of the Board and as Chairman of the Board. On February 18, 2025, the Company appointed
Messrs. John J. Abularrage, JP Aubin, and Sean Windeatt as Co-Chief Executive Officers of the Company and as the Co-Principal Executive Officers of the
Company.
On October 6, 2025, Mr. Howard Lutnick completed the divestiture of his holdings in the Company, Cantor and CFGM in compliance with U.S.
government ethics rules, including through the sale of all of the voting shares of CFGM and outstanding equity interests in various entities and family trusts
that hold our common stock to trusts controlled by Mr. Brandon Lutnick, and the sale of all of our Class B common stock held directly by him to Cantor. See
“Our Organizational Structure—2025 Mr. Howard Lutnick Divestiture Events and Lutnick Family Voting and Transfer Agreement” and Note 13—“Related
Party Transactions” to our accompanying financial statements for more information.
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. 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. We have also invested in, and deployed, trading technology solutions
across our entire business, including our Voice and Hybrid brokerage desks, with an aim to increase our broker productivity and to accelerate trends of
electronic conversion. Underpinning our efforts to automate and electronify our overall brokerage business are macro trends across the capital markets, where
the adoption of electronic trading has accelerated in recent years.
We categorize our Fenics business as Fenics Markets and Fenics Growth Platforms as follows:
•    Fenics Markets includes the Fully Electronic portion of BGC’s brokerage business, data, network and post-trade revenues that are unrelated to
Fenics Growth Platforms, as well as Fenics Integrated revenues. Fenics Integrated seamlessly integrates hybrid liquidity with customer
electronic orders either by GUI and/or API. 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. Revenues generated from data, network and post-trade attributable to Fenics Growth Platforms are included within their related
businesses.
We leverage our platforms to provide real-time product and price discovery information and straight-through processing to our customers for an
increasing number of products. Our end-to-end solution includes real-time and auction-based transaction processing, credit and risk management tools, and
back-end processing and billing systems. Customers can access our trading application through our privately managed global high speed data network, over the
Internet, or through third-party communication networks.
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. 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. 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.
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In February 2023, we acquired Trident, which specializes in environmental products, and OTC and exchange traded energy products. Trident bolsters
our leading environmental brokerage business and complements our existing energy brokerage offerings.
In 2023, we announced the launch of our Weather Derivatives business, expanding BGC’s brokerage business into the weather and climate space. 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.
In October 2024, we completed the acquisition of Sage, an energy and environmental brokerage firm, which expanded our energy brokerage services
in the U.S. and supported our global growth efforts across ECS. Sage specializes in refined products, biofuels, ethanol, carbon emissions, renewables, natural
gas liquids and petrochemicals brokerage services.
In April 2025, we completed the acquisition of OTC Global, an energy and commodities brokerage firm. OTC Global’s brokerage services include
crude and refined products, petrochemicals, natural gas, ship brokerage, and biofuels, amongst others. The completion of this acquisition marked a
transformative step for BGC that established our Company as the world’s largest energy, commodities, and shipping broker by revenue as of December 31,
2025. OTC Global’s product suite and client base are highly complementary to BGC’s existing ECS business and has created a comprehensive platform to
serve the global energy and commodities market.
In December 2025, we completed the acquisition of AMCOM, which specializes in the trading of agricultural commodities associated with food and
alternative fuel feedstocks. The acquisition further expanded our ECS asset class, rounding out our biofuel business.
Brokerage Categories
The following table identifies some of the key products that we broker, inclusive of those discussed above:
Category
Product Type
ECS
Environmental & Energy Transition Products, Oil & Refined Products, Shipping & Freight Brokerage, and
Commodities & Metals
Rates
Government Bonds, OTC Interest Rate Derivatives, Listed Interest Rate Futures & Options, Inflation Products,
Repurchase Agreements, Money Market Instruments
Foreign Exchange
Spot FX, FX Forwards, Non-Deliverable Forwards, FX Options, Precious Metals
Credit
Corporate Bonds, Emerging Market Credit, Index & Single Name CDS, Exotic Credit Derivatives, Structured
Products
Equities
OTC Equity Derivatives, Listed Equity Futures & Options, Delta One Product, Cash Equities
Certain trades in these key product types 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 DTCC. In addition, certain affiliated entities are subject to regulation by the CFTC, including CF&Co and BGCF. For certain products, we,
BGCF and other affiliates act in a matched principal or principal capacity in markets by posting and/or acting upon quotes for our account. Such activity is
intended, among other things, to assist us and other affiliates in managing proprietary positions (including, but not limited to, those established as a result of
combination of trades and errors), facilitating transactions, framing markets, adding liquidity, increasing commissions and attracting order flow.
Technology Offerings
Our data, network and post-trade offerings provide a range of trade lifecycle services, which include market data and analytics services, network,
infrastructure and connectivity solutions, and post-trade services, such as risk mitigation, matching, and other data, network and post-trade optimization
services. These businesses have highly recurring and compounding revenue bases, which are reported within our Fenics business.
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Fenics Market Data™ is a supplier of real-time, tradable, indicative, end-of-day and historical market data. Our market data product suite includes
fixed income, interest rate derivatives, credit derivatives, foreign exchange and money markets, energy and commodities, equity derivatives and regulatory
solution market data products and services. The data is sourced from the Voice, Hybrid and Fully Electronic brokerage operations and made available to
financial professionals, research analysts, compliance and surveillance departments, and other market participants via direct data feeds and BGC-hosted FTP
environments, as well as via information platforms such as Bloomberg, LSEG Data & Analytics, ICE Data Services and other select specialist vendors.
Through our network business, we provide customized screen-based market solutions to both related and unrelated parties. Our clients are able to
develop a marketplace, trade with their customers and access our network and our intellectual property. We can add advanced functionality to enable our
customers to distribute branded products to their customers through online offerings and auctions, including private and reverse auctions, via our trading
platform and global network.
As part of our network business, our Lucera® brand delivers high-performance technology solutions designed to be secure and scalable and to power
demanding financial applications across several offerings: LumeFX® (distributed FX platform with managed infrastructure and software stack),
LumeMarkets™ (multi-asset class aggregation platform), Connect™ (global SDN for rapid provisioning of connectivity to counter-parties), and Compute™
(on-demand, co-located compute services in key financial data centers).
Our post-trade services include post-trade risk mitigation services that are designed to bring greater capital and operational efficiency to the global FX
derivatives market. Additionally, our post-trade services assist clients in managing the growing cost of holding derivatives, while helping them to meet their
regulatory mandates and promote sustainable growth and lower systemic risk and to improve resiliency in the industry.
On December 31, 2025, we sold kACE, our analytics brand, to smartTrade.
Industry Recognition
Our businesses have consistently won global industry awards and accolades in recognition of their performance and achievements. 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. Customers
using our products and services also include professional trading firms, futures commission merchants, and other professional market participants and financial
institutions. Our market data products and services are available through many platforms and are available to a wide variety of capital market participants,
including banks, brokerage firms, asset managers, hedge funds, investment analysts, compliance and surveillance professionals and financial advisors. For the
year ended December 31, 2025, our top ten customers, collectively, accounted for approximately 23.6% of our total revenue on a consolidated basis, and our
largest customer accounted for approximately 4.0% of our total revenue on a consolidated basis.
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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. We leverage our customer relationships through a variety of direct marketing and sales initiatives and build
and enhance our brand image through marketing and communications campaigns targeted at a diverse audience, including traders, potential partners and the
investor and media communities.
Our brokerage product team is composed of product managers who are each responsible for a specific part of our brokerage business. The product
managers seek to ensure that our brokers, across all regions, have access to technical expertise, support and multiple execution methods to grow and market
their business.
Our team of business development professionals is responsible for growing our global footprint through raising awareness of our products and
services. The business development team markets our products and services to new and existing customers. As part of this process, they analyze existing levels
of business with these entities in order to identify potential areas of growth and also to cross-sell our multiple offerings.
Our Trading Technology
Pre-Trade Technology
Our financial brokers use a suite of pricing and analytical tools that have been developed both in-house and in cooperation with specialist software
suppliers. 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.
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™. These platforms support a wide and constantly expanding range of products and services, which include U.S. Treasuries and
other government bonds, Repos, OTC interest rate derivatives in multiple currencies, spot FX, NDFs, FX options, corporate bonds, credit derivatives and other
products. Every product on the platforms is supported in either view-only, Hybrid/managed or Fully Electronic mode, and can be transitioned from one mode to
the next in response to market demands. The flexible BGC technology stack is designed to support feature-rich workflows required by the Hybrid mode as well
as delivering high throughput and low transaction latency required by the Fully Electronic mode. Trades executed by our customers in any mode are, when
applicable, eligible for immediate electronic confirmation through direct STP links as well as STP hubs. 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
Our platform automates transaction processing, confirmation and other functions, substantially improving and reducing the cost of many of our
customers’ back offices and enabling STP. In addition to our own system, confirmation and trade processing is also available through third-party hubs,
including MarkitWIRE, ICElink, Reuters RTNS, and STP in FIX for various banks.
We have electronic connections to most mainstream clearinghouses, including DTCC, CLS Group, Euroclear, Clearstream, Monte Titoli, LCH, Eurex
Clearing, CME Clearing and the OCC. 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.
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Systems Architecture
Our systems consist of layered components, which provide matching, credit management, market data distribution, position reporting, customer
display and customer integration. The private network currently operates from six concurrent core data centers (three of which are in the U.K., and one each in
Trumbull, Connecticut, Weehawken, New Jersey and Secaucus, New Jersey) and many hub cities throughout the world acting as distribution points for all
private network customers. The redundant structure of our system provides multiple backup paths and re-routing of data transmission in the event of failure.
In addition to our own network system, we also receive and distribute secure trading information from customers using the services of multiple, major
Internet service providers throughout the world. These connections enable us to offer our products and services via the Internet to our global customers.
Software Development
We devote substantial efforts to the development and improvement of our Hybrid and Fully Electronic marketplaces and licensed software products
and services. We work with our customers to identify their specific requirements and make modifications to our software, network distribution systems and
technologies that are responsive to those needs. Our efforts focus on internal development, strategic partnering, acquisitions and licensing.
Our Intellectual Property
We regard our technology and intellectual property rights as a critical part of our business. We hold various trademarks, trade dress and trade names
and rely on a combination of patent, copyright, trademark, service mark and trade secret laws, as well as contractual restrictions, to establish and protect our
intellectual property rights. We own numerous domain names and have registered numerous trademarks and/or service marks in the United States and foreign
countries. Our trademark registrations must be renewed periodically, and, in most jurisdictions, every 10 years.
We have adopted a comprehensive intellectual property program to protect our proprietary technology and innovations. We currently have licenses
covering various patents from related parties. We also have agreements to license technology that may be covered by several pending and/or issued U.S. patent
applications, including relating to various aspects of our electronic trading systems, both functional and design aspects. We have filed a number of patent
applications to further protect our proprietary technology and innovations and have received patents for some of those applications. We will continue to file
additional patent applications on new inventions, as appropriate, demonstrating our commitment to technology and innovation.
Our patent portfolio continues to grow, and we continue to look for opportunities to license and/or otherwise monetize the patents in our portfolio.
Competition
We encounter competition in all aspects of our business. 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. 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. Other competitors
include Dealerweb, an inter-dealer and wholesale financial brokerage business within Tradeweb and a number of private firms that tend to specialize in specific
product areas or geographies. Additionally, we have significantly grown our presence in the energy, commodities and shipping markets, and are competing
more with energy, commodity and shipping brokerage firms such as Marex Group PLC, StoneX Group, and Clarksons PLC.
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Demand for wholesale brokerage services is directly affected by the overall level of economic activity, international and domestic economic and
political conditions, including central bank policies, broad trends in business and finance, including employment levels, the level and volatility of interest rates
and foreign exchange rates, changes in and uncertainty regarding tax laws and substantial fluctuations in the volume and price levels of securities transactions.
Other significant factors affecting competition in the brokerage industry are the quality and ability of professional personnel, the depth and pricing efficiency of
the markets in which the brokers transact, the strength of the technology used to service and execute on those markets and the relative prices of products and
services offered by the brokers and by competing markets and trading processes.
Market Data and Information
The majority of our large inter-dealer and wholesale financial broker competitors also sell proprietary market data and information, which competes
with our market data offerings. In addition to direct sales, we resell market data through large market data and information providers. These companies have
established significant presences on the vast majority of trading desks across our industry. Some of these market data and information providers, such as
Bloomberg L.P. and LSEG Data & Analytics, include in their product mix electronic trading and execution of both OTC and listed products in addition to their
traditional market data offerings.
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.
Exchanges and Other Trading Platforms
Although our business will often use exchanges to execute and clear transactions brokered in both listed and OTC markets, we believe that exchanges
have sought and will seek to migrate products traditionally traded in OTC markets by inter-dealer and wholesale financial brokers to exchanges. However, we
believe that when a product goes from OTC to exchange-traded, the underlying or related OTC market often continues to experience growth in line with the
growth of the exchange-traded contract. 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. We also compete with CME across U.S. interest rates products, including our FMX UST platform and FMX Futures Exchange as
well as in foreign exchange products. 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.
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.
Banks and Broker-Dealers
Banks and broker-dealers have in the past created and/or funded consortia to compete with exchanges and inter-dealer brokers. For example, CME’s
wholesale businesses for fully electronic trading of U.S. Treasuries and spot foreign exchange both began as dealer-owned consortia before being acquired by
ICAP. An example of a current and similar consortium is Tradeweb. 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. 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.
In addition, certain investment management firms that traditionally deal with banks and broker-dealers have expressed a desire to have direct access to
certain parts of the wholesale financial markets via firms such as ours. We believe that over time, interdealer-brokers will therefore gain a growing percentage
of the sales and trading market currently dominated by banks and broker-dealers. Since their collective revenues are many times those of the global inter-dealer
market, we believe that gaining even a small share of banks and broker-dealers’ revenues could lead to a meaningful increase in our revenues. Additionally,
wholesale financial brokers have aimed to grow their agency brokerage businesses, which typically serve a broader client set, including banks, broker-dealers,
and institutional clients, such as TP ICAP’s acquisition of Liquidnet in March 2021.
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Seasonality
Traditionally, the financial markets around the world generally experience lower volume during the late summer and toward the end of the year due to
a slowdown in the business environment around holiday seasons. Therefore, absent the impact of acquisitions, our revenues tend to be strongest in the first
quarter and lowest in the second half of the year. In fiscal year 2025, we earned approximately 22.6% of our revenues in the first quarter. Excluding OTC
Global, which we acquired on April 1, 2025, from our 2025 results, first quarter revenues represented approximately 25.6% of our total revenues for fiscal year
2025. In fiscal year 2024, we earned approximately 25.6% of our revenues in the first quarter.
Regulation
U.S. Regulation
The financial services industry in the United States is subject to extensive regulation under both federal and state laws. As registered broker-dealers,
introducing brokers and FCMs, and other types of regulated entities as described below, certain of our subsidiaries are subject to laws and regulations which
cover all aspects of financial services, including sales methods, trade practices, use and safekeeping of customers’ funds and securities, minimum capital
requirements, recordkeeping, business practices, securities lending and financing of securities purchases and the conduct of associated persons. We and our
subsidiaries also are subject to the various anti-fraud provisions of the Securities Act, the Exchange Act, the Commodity Exchange Act, certain state securities
laws and the rules and regulations thereunder. We also may be subject to vicarious and controlling person liability for the activities of our subsidiaries and our
officers, employees and affiliated persons.
The SEC is the federal agency primarily responsible for the administration of federal securities laws, including adopting rules and regulations
applicable to broker-dealers (other than government securities broker-dealers) and enforcing both its rules regarding broker-dealers and the Treasury’s rules
regarding government securities broker-dealers. In addition, we operate a number of platforms that are governed pursuant to SEC Regulation ATS. Broker-
dealers are also subject to regulation by state securities administrators in those states in which they conduct business or have registered to do business. In
addition, Treasury rules relating to trading government securities apply to such activities when engaged in by broker-dealers. The CFTC is the federal agency
primarily responsible for the administration of federal commodities future laws and other acts, including the adoption of rules applicable to FCMs, DCMs and
SEFs such as BGC Derivative Markets and GFI Swaps Exchange LLC.
Much of the regulation of broker-dealers’ operations in the United States has been delegated to self-regulatory organizations. These self-regulatory
organizations adopt rules (which are subject to approval by the SEC) that govern the operations of broker-dealers and government securities broker-dealers and
conduct periodic inspections and examinations of their operations. In the case of our U.S. broker-dealer subsidiaries, the principal self-regulatory organization
is FINRA. FINRA was formed from the consolidation of the National Association of Securities Dealers’ member regulation operations and the regulatory arm
of the NYSE Group to act as the self-regulatory organization for all broker-dealers doing business within the United States. Accordingly, our U.S. broker-dealer
subsidiaries are subject to both scheduled and unscheduled examinations by the SEC and FINRA. In our futures-related activities, our subsidiaries are also
subject to the rules of the CFTC, futures exchanges of which they are members and the NFA, a futures self-regulatory organization.
The changing regulatory environment, new laws that may be passed by Congress, and rules that may be promulgated by the SEC, the Treasury, the
Federal Reserve Bank of New York, the CFTC, the NFA, FINRA and other self-regulatory organizations, or changes in the interpretation or enforcement of
existing laws and rules, if adopted, may directly affect our operations and profitability and those of our competitors and customers and of the securities markets
in which we participate in a way that could adversely affect our business.
The SEC, self-regulatory organizations and state securities administrators conduct informal and formal investigations of possible improprieties or
illegal action by broker-dealers and their “associated persons,” which could be followed by the institution of administrative, civil and/or criminal proceedings
against broker-dealers and/or “associated persons.” Among the sanctions that may result if administrative, civil or criminal proceedings were ever instituted
against us or our “associated persons” are injunctions, censure, fines, penalties, the issuance of cease-and-desist orders or suspension or expulsion from the
industry and, in rare instances, even imprisonment. The principal purpose of regulating and disciplining broker-dealers is to protect customers and the securities
markets, rather than to protect broker-dealers or their creditors or equity holders. 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.
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Regulators and legislators in the U.S. and EU continue to craft new laws and regulations for the global OTC derivatives markets. The Dodd-Frank Act
mandates or encourages several reforms regarding derivatives, including new regulations for swaps markets creating impartiality considerations, additional pre-
and post-trade transparency requirements, and heightened collateral or capital standards, as well as recommendations for the obligatory use of central clearing
for most standardized derivatives. 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. Mandatory Dodd-Frank Act compliant execution on SEFs
by eligible U.S. persons for “made available to trade” products and a wide range of other rules relating to the execution and clearing of derivative products
have been implemented. In July 2021, we completed the purchase of the CX Futures Exchange (now FMX Futures Exchange) from Cantor, which represents
our futures exchange and related clearinghouse. These rules require authorized execution facilities to maintain robust front-end and back-office IT capabilities
and to make large and ongoing technology investments. These execution facilities may be supported by a variety of Voice and auction-based execution
methodologies, and our Hybrid and Fully Electronic trading capabilities have performed strongly in this regulatory environment.
On June 25, 2020, the CFTC approved a final rule prohibiting post-trade name give-up for swaps executed, prearranged or pre-negotiated
anonymously on or pursuant to the rules of a SEF and intended to be cleared. The rule provides exemptions for package transactions that include a component
transaction that is not a swap that is intended to be cleared. The rule went into effect on November 1, 2020 for swaps subject to the trade execution requirement
under the Commodity Exchange Act Section 2(h)(8) and July 5, 2021 for swaps not subject to the trade execution requirement but intended to be cleared.
On November 2, 2023, the SEC adopted Regulation SE under the Exchange Act to create a regime for the registration and regulation of SBSEFs. The
SEC rules regarding the over-the-counter derivatives market seek to harmonize as closely as practicable with parallel rules of the CFTC that govern SEFs and
swap execution generally. Among other things, Regulation SE under the Exchange Act made changes to implement the Exchange Act’s trade execution
requirement for security-based swaps and address the cross-border application of that requirement; implement Section 765 of the Dodd-Frank Act to mitigate
conflicts of interest at SBSEFs and national securities exchanges that trade security-based swaps; and promote consistency between proposed Regulation SE
and existing rules under the Exchange Act. Any entity that meets the definition of a SBSEF must file an application to register with the SEC within 180 days of
the effective date of February 13, 2024.
In August 2024, GFI Swaps Exchange LLC submitted an application to the SEC to become an SEC registered SEF. On January 29, 2025 the SEC
approved GFI Swaps Exchange LLC’s application to be an SEC registered SEF which will be effective on February 28, 2025. In addition, on behalf of a
number of our foreign platforms, we have requested an exemption from registration as an SEC SEF. The exemptive relief is pending approval by the SEC.
The SEC also adopted final rules on December 13, 2023 regarding central clearing of certain secondary market repurchase and reverse repurchase
transactions and secondary market purchase and sale transactions involving U.S. Treasury securities. The central clearing mandate will impact certain market
participants who do not clear today, and some have expressed concerns about the potential impact of additional clearing costs that may impact liquidity. The
full impact of this change, and what effect it will have, whether positive or negative, on our industry, our clients or us is unknown at this time.
On February 6, 2024, the SEC adopted Exchange Act Rules 3a5-4 and 3a44-2, which expanded the definitions of “dealer” and “government securities
dealer” under the Exchange Act to cover additional market participants engaged in liquidity-providing activities. The final rules were published in the Federal
Register on February 29, 2024, and were effective as of April 29, 2024 with a compliance deadline one year later on April 29, 2025. These rules provide a new
standard for determining what it means for a person’s securities activities to be conducted “as a part of a regular business” within the definitions of “dealer” and
“government securities dealer,” essentially capturing market participants who regularly express trading interest on both sides of the market and earn revenue
primarily from bid-ask spreads. This new standard requires such market participants to register as dealers if they meet the criteria. This may have an impact on
some of our clients; however, it is not expected to materially affect us or our operational workflows.
On October 25, 2024, the SEC adopted rule amendments and a new rule to improve the resilience and recovery and wind-down planning of covered
clearing agencies. The rule amendments establish new requirements regarding a covered clearing agency’s collection of intraday margin as well as a covered
clearing agency’s reliance on substantive inputs to its risk-based margin model. The new rule prescribes requirements for the contents of a covered clearing
agency’s recovery and wind-down plan. The full impact of this change, whether positive or negative, on our industry, our clients or us is unknown at this time.
In addition, several state laws that have recently come into effect, and may come into effect in the future, have created and will create new compliance
obligations in relation to personal data.
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U.K. Regulation
The FCA is the relevant statutory regulator for the United Kingdom financial services industry. The FCA’s objectives are to protect customers and
financial markets, protect and enhance the integrity of the United Kingdom financial system and promote competition between financial services providers. It
has broad rule-making, investigative and enforcement powers derived from the Financial Services and Markets Act 2000 and subsequent and derivative
legislation and regulations. The FCA’s recent focus has been on financial and operational resilience, and promoting market integrity. Currently, we have
subsidiaries regulated by the FCA (some include BGC Brokers L.P. and GFI Securities Limited).
From time to time, we have been and are subject to periodic examinations, inspections and investigations, including periodic risk assessment and
related reviews of our U.K. group. As a result of such reviews, we may be required to include or enhance certain regulatory structures and frameworks in our
operating procedures, systems and controls. When acquiring control of regulated entities, we may be required to obtain the consent of their applicable regulator.
The SMCR came into effect in the U.K. on December 9, 2019 for FCA solo-regulated firms. Personal accountability requirements fall on senior
managers, and a wider population of U.K. staff are subject to certification requirements and conduct rules. SMCR has increased the cost of compliance and will
potentially increase financial penalties for non-compliance.
European Regulation
The EMIR Directive on OTC derivatives, central counterparties and trade repositories was adopted in July 2012. EMIR fulfills several of the EU’s
G20 commitments to reform OTC derivatives markets. The reforms are designed to reduce systemic risk and bring more transparency to both OTC and listed
derivatives markets.
Along with the implementation of EMIR reporting requirements, the REMIT Implementation Acts became effective on January 7, 2015. The REMIT
Implementation Acts developed by the European Commission define the details of reporting under REMIT, drawing up the list of reportable contracts and
derivatives; defining details, timing and form of reporting, and establishing harmonized rules to report that information to the ACER. They enable ACER to
collect information in relation to wholesale energy market transactions and fundamentals through the Agency’s REMIT Information System (ARIS), to analyze
this data to detect market abuse and to report suspicious events to the National Competent Authorities, which are responsible for investigating these matters
further, and if required, imposing sanctions. Market participants and third parties reporting on their behalf have had to: (i) report transactions executed at
organized marketplaces and fundamental data from the central information transparency platforms; and (ii) report transactions in the remaining wholesale
energy contracts (OTC standard and non-standard supply contracts, transportation contracts) and additional fundamental data.
To achieve a high level of harmonization and convergence in regular supervisory reporting requirements, the Committee of European Banking
Supervisors issued guidelines on prudential reporting with the aim of developing a supervisory reporting framework based on common formats, known as
COREP. COREP has become part of European Banking Authorities’ implementing technical standards on reporting under Basel III. Basel III (or the Third
Basel Accord) is a global regulatory standard on bank capital adequacy, stress testing and market liquidity risk introduced by bank regulators in most, if not all,
of the world’s major economies. Basel III is designed to strengthen bank capital requirements and introduces new regulatory requirements on bank liquidity
and bank leverage. The ongoing adoption of these rules could restrict the ability of our large bank and broker-dealer customers to operate proprietary trading
businesses and to maintain current capital market exposures under the present structure of their balance sheets, and will cause these entities to need to raise
additional capital in order to stay active in our marketplaces. 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. As such, we will continue to operate a number of European regulated venues in accordance with EU or U.K. legislation and licensed by EU-based
national supervisors or the FCA. These venues are also operated for non-derivative instruments for these clients. MiFID II was published by the European
Securities and Markets Authority in September 2015 and implemented in January 2018 and introduced important infrastructural changes.
MiFID II requires a significant part of the market in these instruments to trade on trading venues subject to transparency regimes, not only in pre- and
post-trade prices, but also in fee structures and access. In addition, it has impacted a number of key areas, including corporate governance, transaction
reporting, pre- and post-trade transparency, technology synchronization, best execution and investor protection.
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MiFID II was intended to help improve the functioning of the EU single market by achieving a greater consistency of regulatory standards. By design,
therefore, it was intended that EU member states should have very similar regulatory regimes in relation to the matters addressed to MiFID. MiFID II has also
introduced a new regulated execution venue category called an OTF that captures much of the voice-and hybrid-oriented trading in the EU. 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. Brexit may impact future market structures and MiFID II rulemaking and implementation due to
potential changes in mutual passporting and equivalence arrangements between the U.K. and EU member states.
Over the past few years, European policymakers have launched various reviews of post-financial crisis legislation, leading to legislative updates such
as EMIR Regulatory Fitness and Performance and Capital Requirements Directive V. In May 2019, the European Securities Market Authority produced a
report on proposals to further enhance the harmonization and standardization of derivatives reporting under EMIR, known as EMIR Refit. 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. We note that various internal and external factors have made the EU more rigid in its regulatory approach to non-EU
countries, which could impact the ease with which the global financial system is connected.
At the end of 2024, a new European Commission took office which may, over the course of its five-year mandate, introduce new legislative proposals
for the financial services sector that could change the Brexit landscape for EU and U.K. financial firms alike. We are unable to predict how any of these
potential new laws and proposed rules and regulations in the U.S., the EU or the U.K. will be implemented or in what form, or whether any additional or
similar changes to existing statutes, rules and regulations, including the interpretation or implementation thereof or a relaxation or other amendment of existing
rules and regulations, will occur in the future.
Rights in relation to an individual’s personal data in the EU and U.K. are governed respectively by the GDPR in the EU and the equivalent Data
Protection Act 2018 in the U.K. Since May 25, 2018, when these two pieces of legislation came into effect, we have been subject to new compliance
obligations in relation to such personal data and the possibility of significant financial penalties for non-compliance.
The FCA introduced the “Consumer Duty” in July 2023. The purpose of this regulation is to enhance the protection of retail consumers in financial
markets. Some other relatively minor divergence of U.K. regulation from EU regulation has occurred since the implementation of Brexit. 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. It is an EU Regulation that establishes an information and
communication technology, or ICT, risk management framework for the EU financial sector. DORA establishes technical standards that EU financial entities
must implement by January 2025 and imposes requirements relating to risk management, reporting, and information and communications technology service
provider oversight. 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.
Other Regulation
Our subsidiaries that have foreign operations are subject to regulation by the relevant regulatory authorities and self-regulatory organizations in the
countries in which they do business. 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
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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.
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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.
In the United States, net capital is essentially defined as net worth (assets minus liabilities), plus qualifying subordinated borrowings and less certain
mandatory deductions that result from excluding assets that are not readily convertible into cash and from conservatively valuing certain other assets, such as a
firm’s positions in securities. Among these deductions are adjustments, commonly referred to as “haircuts,” to the market value of securities positions to reflect
the market risk of such positions prior to their liquidation or disposition. The Uniform Net Capital Requirements also impose a minimum ratio of debt to equity,
which may include qualified subordinated borrowings.
Regulations have been adopted by the SEC that prohibit the withdrawal of equity capital of a broker-dealer, restrict the ability of a broker-dealer to
distribute or engage in any transaction with a parent company or an affiliate that results in a reduction of equity capital or to provide an unsecured loan or
advance against equity capital for the direct or indirect benefit of certain persons related to the broker-dealer (including partners and affiliates) if the broker-
dealer’s net capital is, or would be as a result of such withdrawal, distribution, reductions, loan or advance, below specified thresholds of excess net capital. In
addition, the SEC’s regulations require certain notifications to be provided in advance of such withdrawals, distributions, reductions, loans and advances that
exceed, in the aggregate, 30% of excess net capital within any 30-day period. The SEC has the authority to restrict, for up to 20 business days, such withdrawal,
distribution or reduction of capital if the SEC concludes that it may be detrimental to the financial integrity of the broker-dealer or may expose its customers or
creditors to loss. Notice is required following any such withdrawal, distribution, reduction, loan or advance that exceeds, in the aggregate, 20% of excess net
capital within any 30-day period. The SEC’s regulations limiting withdrawals of excess net capital do not preclude the payment to employees of “reasonable
compensation.”
Four of our subsidiaries, BGCF, GFI Securities LLC, FMX Execution, LLC and Mint Brokers, are registered with the SEC and are subject to the
Uniform Net Capital Requirements. As an FCM, Mint Brokers is also subject to CFTC minimum capital requirements. BGCF, GFI Securities LLC, FMX
Execution, LLC, Amerex Brokers LLC, Sage Refined Products, Liquidity Partners L.P., IVG Energy Ltd., EOX holdings LLC, Futures International LLC,
OTC Futures LLC, and Trident Brokerage Services LLC are registered as Introducing Brokers with the NFA. BGCF is also a member of the FICC, which
imposes capital requirements on its members.
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. The Company also operates a DCM, FMX
Futures Exchange, and DCO, CX Clearinghouse, L.P., through the Futures Exchange Group, which 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. Compliance with the Uniform
Net Capital Requirements may limit the extent and nature of our operations requiring the use of our registered broker-dealer subsidiaries’ capital, and could
also restrict or preclude our ability to withdraw capital from our broker-dealer subsidiaries or SEFs.
Non-U.S.
Our international operations are also subject to capital requirements in their local jurisdiction. 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. The
capital and liquidity requirements of our French entities (and their EU branches) are predominantly set by ACPR. U.K. and EU authorities apply stringent
provisions with respect to capital and liquidity applicable to the operation of these brokerage firms, which vary depending upon the nature and extent of their
activities.
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In addition, the majority of our other foreign subsidiaries are subject to similar regulation by the relevant authorities in the countries in which they do
business. Additionally, certain other of our foreign subsidiaries are required to maintain non-U.S. net capital requirements. 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. 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. In addition, the LCH (London International Financial Futures and Options Exchange/London Metal Exchange) clearing organization, of
which BGC Brokers L.P. is a member, also imposes minimum capital requirements. In Latin America, BGC Liquidez Distribuidora De Titulos E Valores
Mobiliarios Ltda. (Brazil) has net capital requirements imposed upon it by local regulators.
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.
Our Fundamental Values
BGC is an organization built on strong values, employee engagement and ownership. At our core, we are committed to our employees by providing an
opportunity to participate in our success. We believe that by cultivating a dynamic mix of people and ideas, we enrich the performance of our business, the
experience of our employee base and the dynamism of the communities in which we operate. We value hard work, innovation, superior client service, strong
ethics and governance, equal opportunities, and philanthropy. These values are woven into our corporate culture. 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. 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. 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. Various of our employees also work for Cantor and its affiliates and provide services to us pursuant to the Administrative
Services Agreement and devote only a portion of their time to our business, and therefore have not been included in the counts above. Generally, our employees
are not subject to any collective bargaining agreements, except for certain of our employees based in our Latin American and European offices that are covered
by the national, industry-wide collective bargaining agreements relevant to the countries in which they work.
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. 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.
Human Capital Measures and Objectives
In operating our business, we focus on certain human capital measures and objectives that are key drivers of our revenues and margins. 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. We constantly manage our cost-base and may engage in cost-
savings initiatives and restructurings in order to improve our margins.
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Our key human capital measures and objectives include front-office employee headcount (described above) and average revenue per front-office
employee. As we continue to deepen the integration of Fenics technology solutions into our workflows, and convert more of our Voice and Hybrid businesses
to our Fenics businesses, we expect our average revenue per front-office employee to continue to improve. As of December  31, 2025, our front-office
headcount was 2,510 brokers, salespeople, managers, and other front-office personnel, up 16.1% from 2,161 a year ago, primarily due to the acquisition of
OTC Global. Compared to the prior year, average revenue per front-office employee for the year ended December 31, 2025 increased by 16.4% to $1.2 million
from $1.0 million.
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. For example, converting Voice and Hybrid trading to Fully Electronic trading generally
improves our margins as automated and electronic trading allows the same number of employees to manage a greater volume of trades resulting in a decrease
in the marginal cost of trading. As our overall business becomes more electronic, we expect our average front office productivity to increase as technology is
leveraged across the business.
Human Capital and Social Policies and Practices
We are committed to our people, our stockholders and the community as a whole. 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.
Attracting and Retaining the Best Talent
Our recruitment, promotion and compensation processes are designed to enable us to treat employees fairly with respect to pay and opportunity and
our compensation decisions are differentiated based on performance. Our success depends on our ability to attract and retain talented, productive and skilled
brokers and technologists and other employees to transact with our customers in a challenging and regulated environment that is experiencing ever-increasing
competition for talent. We are investing in creating an inclusive and incentivized work environment where our people can deliver their best work every day.
Talent remains at the core of who we are as a company, and we remain committed to having a culture built around equal employment opportunity. We
continue to work to enhance our ability to attract, develop and retain top talent with a range of backgrounds, experiences, and perspectives, encompassing
people early in their careers and experienced personnel, and hiring, retention, and development initiatives.
Retention Measures
To facilitate the retention of our employees, we have maintained some flexible work arrangements, where appropriate, made compensation
adjustments, and provided additional benefits, including a 401(k) match for many of our U.S. support employees.
We have taken significant measures to develop a safe work environment for all employees, which is conducive to work in our office locations,
particularly for front-office brokers and revenue generating employees, subject to applicable state and local regulatory requirements. We have established a
more flexible hybrid approach in many instances for non-revenue generating roles or for roles which are not office dependent, where appropriate. We continue
to offer employee assistance programs and additional avenues for mental health consultation and wellness.
Performance-Based and Retentive Compensation Structure
Many of our key brokers, salespeople, managers, and other front office professionals have a substantial amount of their own capital invested in our
business. We believe that our emphasis on equity-based compensation promotes alignment of interest with shareholders, recruitment, and motivation of our
brokers and other employees, and encourages a collaborative culture that drives cross-selling and revenue growth. Virtually all of our executives and front-
office employees have equity stakes in the Company and generally receive grants of deferred equity as part of their compensation. 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 of December 31, 2025, our employees, executive officers and directors individually owned
approximately 5% of our equity, on a fully diluted basis.
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We currently issue RSUs, as well as other forms of equity-based compensation. We consider our RSUs and restricted stock awards to be highly
retentive due to the long-term vesting and forfeiture provisions relating to these awards. These awards generally contain extended vesting schedules that vary
based upon compensation level and role, which in most cases are largely dependent upon continued service through the vesting date of such awards.
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.
Compensation Recovery/Clawback Policy
The Company has adopted a Clawback Policy for its executive officers. The Clawback Policy applies to Incentive-Based Compensation. The
Clawback Policy provides for recovery of Incentive-Based Compensation received by a covered person in the event of an accounting restatement due to
material noncompliance with financial reporting requirements that is in excess of the Incentive-Based Compensation that such person would have received
based upon the restated financial reporting measure. The Clawback Policy only applies to Incentive-Based Compensation and does not apply to compensation
that is purely discretionary or purely based on subjective goals or goals unrelated to financial reporting measures.
Equal Employment Opportunity
We believe that by cultivating a fair and inclusive work environment, we improve the performance of our business and enrich the experience of our
employees. We are committed to equal employment opportunity and other policies and practices that seek to further our development of a productive and
motivated workplace. We also participate in job fairs, college recruitment initiatives and job boards that are focused on reaching a broad applicant pool of
qualified applicants with a range of backgrounds, perspectives and experiences.
We consider all qualified applicants for job openings and promotions without regard to race, color, religion or belief, sex, sexual orientation, gender,
national origin or ancestry, age, disability, service in the armed forces, pregnancy or maternity, familial status, marriage and civil partnership, genetic
information or any other protected characteristic. 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.
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. 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.
Employee Engagement, Communication, Career Management and Training and Development
We invest in our employees’ long-term development and engagement, by delivering training and development programs and fostering a culture where
our people can thrive and maximize their potential. We require mandatory annual training in workplace respect and inclusion, and additional trainings on
various topics including anti-money laundering, anti-crime, global sanctions, ethics, cybersecurity, anti-harassment and anti-discrimination. We also provide or
support periodic job-specific and other developmental training and support for our employees so they can maximize their potential, as well as tuition
reimbursement programs for eligible employees.
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We provide virtual and in-person leadership training to managers on topics including management effectiveness, communication skills, interview
skills and delivering effective performance evaluations, managing teams with a range of backgrounds and experiences, and other topics. This training is
supplemented by a library of online training courses that managers and employees have access to on a number of topics to assist them in their career
development and, if applicable, management skills. Our individual business lines offer ongoing learning and development opportunities tied to deepening the
understanding of the subject matter expertise of their professionals. We also have intern and early career programs throughout the year in various parts of our
business.
Our success depends on our employees’ understanding of how their work and engagement contribute to our strategy, culture, values, and regulatory
environment. We use various channels to facilitate open and direct communication, including internal calls and meetings with employees, training and policy
updates, employee resource groups, and social outings and events. We have also rolled out organizational Core Values (Integrity, Commitment and
Opportunity), appointed Culture Champions in our London office and implemented other initiatives which seek to embed these values and drive an enhanced
culture across our workforce.
Succession Planning and Leadership Development
In accordance with our Corporate Governance Guidelines and the Compensation Committee Charter, the Board and the Compensation Committee
regularly discuss leadership development and succession, operational strategy and organizational design with our Co-Chief Executive Officers and other
executive officers, as well as outside advisors when appropriate. The goal is to enable orderly successions, both planned and unplanned, including in
connection with any expiration or termination of existing employment arrangements with key personnel. The Board also discusses short-term succession
planning in the event that certain of our senior executive officers, on an interim or unexpected basis, become temporarily unable to fulfill their duties.
As part of this process, the Board periodically reviews the pipeline for critical roles. 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. Our Board
also discusses the engagement and encouragement of future business leaders and the process of introducing directors to leaders in our business lines, and
initiatives to support the hiring, promotion and retention of leaders required for the changing business landscape and leading future business lines. Such
individuals could include internal and external candidates. The Board may retain additional third-party consultants to assist with succession planning, talent
identification, operational strategy and organizational matters.
Our succession discussions were particularly relevant in 2024, as in November 2024, Mr. Howard Lutnick was nominated as the 41  U.S. Secretary of
Commerce. Mr. Howard Lutnick was confirmed by the U.S. 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. 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. Howard Lutnick Divestiture” and Part I, “Item 1A—Risk Factors—Risks Relating to Our Key Personnel and
Employee Turnover.”
Corporate Responsibility
We believe that our business-focused corporate responsibility, governance, and environmental and sustainability related policies and practices will
create sustainable long-term value for BGC, our stockholders, our clients, employees, and other stakeholders, while also helping us mitigate risks, reduce costs,
protect brand value, and identify market opportunities.
Our Board-level Corporate Responsibility Committee provides oversight with respect to our corporate responsibility policies and practices. 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.
For more information about these topics, initiatives and specific examples of policies and practices, see our website at www.bgcg.com/corporate-
responsibility/.
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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 philosophy is that
long-term change in the way in which we use energy, and our collective impact on the environment, cannot happen without the involvement of the world’s
capital markets.
In our workplaces, we are studying how to make our own contribution to state, national and global environmental initiatives and consider vendors and
suppliers when doing business with us. As part of this, we are considering how to minimize our future carbon footprint when planning office renovations and
will continue to focus our attention in the near term on methods of reducing our greenhouse gas emissions, increasing use of renewable energy, conserving
water, and reducing waste generation.
BGC supports sustainable business practices and is focused on the steps necessary to continue developing our sustainability program internally as we
focus on our own energy usage. We believe it is our responsibility to improve energy efficiency and reduce energy consumption to protect the environment
through continuous improvement of our energy use practices and increased scrutiny on the energy efficiency of the buildings we utilize for our space. We
intend to continue to work on these initiatives.
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. Our Energy, Commodities and Shipping business provides expert innovative carbon offset solutions and advice to
the world’s green energy markets, from transactions and financing to technology and consulting. 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 believe we are a leading broker of environmental products, such as carbon credits, as well as a leading broker
of lower carbon energy transition fuels like natural gas, liquified natural gas, and liquified petroleum gas.
For more information on BGC Environmental Brokerage Services, please visit www.bgcebs.com, and for updates on these initiatives as they evolve,
visit www.bgcg.com/corporate-responsibility/environmental/.
You may also find our Corporate Governance Guidelines, Code of Business Conduct and Ethics, the charters of the committees of our Board of
Directors, Insider Trading Policy, Hedging Policy, information about our charitable initiatives and other Corporate Responsibility policies and practices on our
website. 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 expect to retain and
have no plans to change our dual class structure.
BGC Class A Common Stock
Each share of BGC Class A common stock is generally entitled to one vote on matters submitted to a vote of our stockholders. 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. 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.
From time to time, we may actively continue to repurchase shares of our Class A common stock including from Cantor, Newmark, our executive
officers, other employees, partners and others.
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BGC Class B Common Stock
Each share of BGC Class B common stock is generally entitled to the same rights as a share of BGC Class A common stock, except that on matters
submitted to a vote of our stockholders, each share of BGC Class B common stock is entitled to 10 votes. The BGC Class B common stock generally votes
together with the BGC Class A common stock on all matters submitted to a vote of our stockholders. 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. Brandon Lutnick and another Lutnick family member beneficially
owned 4.2 million shares of our outstanding Class B common stock, representing 3.8% of the outstanding shares of BGC Class B common stock and
approximately 2.8% of our total voting power. Together, Cantor, CFGM, Mr. Brandon Lutnick and another Lutnick family member beneficially owned 109.5
million of the outstanding shares of BGC Class B common stock, representing 100.0% of the outstanding shares of BGC Class B common stock and
approximately 75.0% of our total voting power.
Shares of BGC Class B common stock are convertible into shares of BGC Class A common stock at any time in the discretion of the holder on a one-
for-one basis. Accordingly, if all stockholders who beneficially own BGC Class B common stock converted all of their BGC Class B common stock into BGC
Class A common stock on December 31, 2025, Cantor would have held 21.6% of the total voting power of our outstanding common stock, CFGM would have
held 0.6% of our total voting power, Mr. Brandon Lutnick and another Lutnick family member would have beneficially owned 1.4% of our total voting power,
and our public stockholders would have beneficially owned 76.3% of our total voting power (and Cantor and CFGM’s indirect economic interests in BGC U.S.
OpCo and BGC Global OpCo would remain unchanged).
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. As of February  27, 2026, we have issued approximately $19.4 million of BGC Class A common stock in connection with
acquisitions since the Corporate Conversion.
2025 Mr. Howard Lutnick Divestiture Events and Lutnick Family Voting and Transfer Agreement
As previously disclosed, effective February 18, 2025, in connection with his confirmation as the U.S. Secretary of Commerce, Mr. Howard Lutnick,
our former Chairman and Chief Executive Officer, stepped down from his positions with the Company, Cantor and CFGM (which is the managing general
partner of Cantor), and Mr. Brandon Lutnick was appointed as Chief Executive Officer and Chairman of Cantor and Chief Executive Officer of CFGM, and
Mr. Kyle S. Lutnick was appointed as Executive Vice Chairman of Cantor and President of CFGM. Also in connection with his confirmation, Mr. Howard
Lutnick agreed to divest his interests in the Cantor, CFGM, and the Company, among other entities, to comply with U.S. government ethics rules.
In addition to various stock repurchases completed in May 2025, pursuant to this agreement, on October 6, 2025, Mr. Howard Lutnick:
•
Consummated the sale to Cantor of the 8,973,721 shares of BGC Class B common stock then held directly by him;
•
In his capacity as trustee of a trust, consummated the sale to certain trusts controlled by Mr. Brandon Lutnick, as trustee with decision making control,
of all of the voting shares of CFGM; and
•
In his capacity as trustee of certain trusts, consummated the sale to certain other trusts controlled by Mr. Brandon Lutnick, as trustee with decision
making control, of certain interests, including those in Tangible Benefits and KBCR, which collectively hold 0.6 million shares of BGC Class A
common stock and 3.9 million shares of BGC Class B common stock.
Voting and Transfer Agreement
On May 16, 2025, Mr. Brandon Lutnick, Mr. Kyle Lutnick, Ms. Casey J. Lutnick, and Mr. Ryan G. Lutnick each in their capacity as trustees of certain
trusts (including the Purchaser Trusts), and certain other entities entered into the Lutnick Family Voting Agreement relating to the Lutnick Family Voting
Agreement Securities. On October 6, 2025, the governance, voting and transfer provisions of the Lutnick Family Voting Agreement became effective.
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Pursuant to the trust documentation of the Purchaser Trusts, each of Mr. Brandon Lutnick, Mr. Kyle Lutnick, Ms. Casey Lutnick, and Mr. Ryan
Lutnick is an investment trustee of such trusts, and Mr. Brandon Lutnick is the Controlling Investment Trustee, which means that if there is any disagreement
among the investment trustees, the decision of Mr. Brandon Lutnick will control if he is then acting as an investment trustee. Any such decisions, however,
shall be subject to the terms of the Lutnick Family Voting Agreement.
The Lutnick Family Voting Agreement provides that, with respect to the election or removal of directors of the Company, (i) if there is a Controlling
Investment Trustee, each of the parties shall vote (or cause the voting of) the Lutnick Family Voting Agreement Securities over which it has the direct or
indirect power to vote on such director election, as directed by the Controlling Investment Trustee (which is currently Mr. Brandon Lutnick) after consultation
with each of the Family Branch representatives; and (ii) if there is not a Controlling Investment Trustee, the parties shall vote (or cause the voting of) the
Lutnick Family Voting Agreement Securities over which it has the direct or indirect power to vote on such director election, as directed by a Majority of the
Family Branches.
The Lutnick Family Voting Agreement further provides that, with respect to the following matters for which a vote of securities of the Company is
sought, each of the parties to the Lutnick Family Voting Agreement shall vote the Lutnick Family Voting Agreement Securities over which it has the direct or
indirect power to vote as directed by a Majority of the Family Branches:
•
Any merger or consolidation transaction or sale, lease, or exchange of all, or substantially all, of the assets of the Company, or any transaction or
series of related transactions pursuant to which shares of the Company are transferred such that more than 50% of the voting power of the equity
securities of the Company are transferred;
•
Entry by the Company or any of its subsidiaries into any transaction or series of related transactions with a member of any Family Branch (other than
with respect to election or removal of directors of the Company);
•
The authorization or issuance of any equity securities by the Company (other than pursuant to an incentive compensation plan); and
•
The amendment, restatement, modification or supplement of any organizational document of the Company or its subsidiaries in a manner that would
reasonably be expected to impair, interfere with or delay the exercise of the rights set forth with respect to these bulleted items.
The Lutnick Family Voting Agreement also prohibits the transfer of the Lutnick Family Voting Agreement Securities without the consent of a Majority
of the Family Branches, subject to certain limited exceptions.
Voting Power Following Closing of Divestiture Transactions
Following the closing of the transactions above, Mr. Howard Lutnick no longer had voting or dispositive power over any of our securities. As of the
date of this Annual Report on Form 10-K, Mr. Brandon Lutnick beneficially owned 2.0 million shares of our Class A common stock and 109.4 million shares of
our Class B common stock, collectively representing 75.2% of the total voting power of our outstanding common stock.
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Structure of BGC Group, Inc. as of December 31, 2025
The following diagram illustrates our organizational structure as of December 31, 2025. 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 also does not reflect
certain ownership of BGC Group as follows: (a) 3.4 million assumed RSUs; (b) 25.1 million RSUs converted from former partners’ units in BGC Holdings; (c)
49.1 million RSUs issued in relation to employee compensation; (d) 3.2 million contingent shares to be issued to terminated employees per their respective
separation agreements; and (e) 0.4 million contingent shares issued in exchange for acquisition units.
 Percentage includes restricted shares issued in exchange for former partners’ units in BGC Holdings.
 BGC Partners is a wholly owned subsidiary of BGC Group and consolidated with other wholly and non wholly-owned subsidiaries.
 Public Stockholders includes unrestricted shares of our Class A common stock owned by current employees due to an inability to track such shares once they leave the
Company’s transfer agent, as well as Class B common stock beneficially owned by a Lutnick family member, which represents less than 0.1% of our total outstanding Class B
common stock.
 For the purposes of this diagram, Cantor includes Cantor Fitzgerald, L.P. and CFGM. As of December 31, 2025, Cantor Fitzgerald, L.P. owned 21.6% of the economics and
70.2% of the voting power in BGC Group, and CFGM owned 0.6% of the economics and 2.0% of the voting power in BGC Group.
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. Also, an immaterial number of shares of Class A common stock were issued by us under our DRIP
Registration Statement (Registration No.  333-173109) between January  1, 2025 and December  31, 2025; 9.1 million of such shares remain available for
issuance by us under the DRIP Registration Statement.
1
2
3
4
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Legacy Classes of Founding/Working Partner Interests and Limited Partnership Units Prior to the 2023 Corporate Conversion
Prior to the Corporate Conversion, our executives and front-office employees held partnership stakes in us and our subsidiaries and generally received
their equity compensation through LPUs. Upon the closing of the Corporate Conversion, the BGC Holdings Limited Partnership Agreement was terminated,
and the former stockholders of BGC Partners and former limited partners of BGC Holdings now participate in the economics of the BGC businesses through
BGC Group. Following the Corporate Conversion, the equity portion of our compensation structure is no longer based upon the issuance of partnership units
but instead based upon the use of equity awards, such as RSUs, issued under the BGC Group Equity Plan in order to incentivize and retain our employees,
executive officers, and directors.
Prior to the Corporate Conversion, while BGC Holdings limited partnership interests generally entitled our partners to participate in distributions of
income from the operations of our business, upon leaving BGC Holdings (or upon any other redemption or purchase of such limited partnership interests as
described below) any such partners were only entitled to receive over time, and provided he or she did not violate certain partner obligations, an amount for his
or her BGC Holdings limited partnership interests that reflected such partner’s capital account or compensatory grant awards, excluding any goodwill or going
concern value of our business, unless Cantor, in the case of the Founding Partners, and we, as the general partner of BGC Holdings at that time, otherwise
determined. Prior to the Corporate Conversion, we also had the right to effect redemptions of BGC Holdings LPUs and FPUs and concurrently grant shares of
our Class A common stock, or to grant our partners the right to exchange their BGC Holdings limited partnership interests for shares of our Class A common
stock (if, in the case of Founding Partners, Cantor so determined and, in the case of working partners and limited partnership unit holders, if we, as the BGC
Holdings general partner at that time, with Cantor’s consent, determined otherwise) and thereby allowed them to realize any higher value associated with our
Class A common stock. Similar provisions with respect to Newmark Holdings limited partnership interests are contained in the Newmark Holdings limited
partnership agreement.
Limited partnership interests in BGC Holdings (prior to the Corporate Conversion) and Newmark Holdings (received in connection with the Spin-Off)
consist of: (i) “founding/working partner units” held by limited partners who are employees of the relevant company; (ii) “limited partnership units,” which
consist of a variety of units that are generally held by employees such as REUs, RPUs, PSUs, PSIs, PSEs, HDUs, U.K. LPUs, APSUs, APSIs, APSEs, AREUs,
ARPUs and N Units; (iii) “Cantor units” which are the exchangeable limited partnership interests held by Cantor entities; and (iv) Preferred Units, which are
working partner units that may be awarded to holders of, or contemporaneous with, the grant of certain limited partnership units. These Preferred Units carried
the same name as the underlying unit, with the insertion of an additional “P” to designate them as Preferred Units. Such Preferred Units could not be made
exchangeable into BGC Class A common stock and accordingly were not included in the fully diluted share count. Each quarter, the net profits of BGC
Holdings were allocated to such Preferred Units at a rate of either 0.6875% (which is 2.75% per calendar year) of the allocation amount assigned to them based
on their award price, or such other amount as set forth in the award documentation, before calculation and distribution of the quarterly BGC Holdings
distribution for the remaining BGC Holdings units. The Preferred Units were not entitled to participate in BGC Holdings distributions other than with respect
to the Preferred Distribution.
Non-distributing partnership units, or N Units, carried the same name as the underlying unit with the insertion of an additional “N” to designate them
as the N Unit type and were designated as NREUs, NPREUs, NLPUs, NPLPUs and NPPSUs. The N Units were not entitled to participate in BGC Holdings
distributions, were not allocated any items of profit or loss and were not made exchangeable into shares of BGC Class A common stock. 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.
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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. OpCo, which holds
our U.S. businesses, and BGC Global OpCo, which holds our non-U.S. businesses.
Prior to the Corporate Conversion, the limited partnership interests of the two operating partnerships were held by us and BGC Holdings, and the
limited partnership interests of BGC Holdings were held by LPU holders, Founding Partners, and Cantor. We held the BGC Holdings general partnership
interest and the BGC Holdings special voting limited partnership interest, which entitled us to remove and appoint the general partner of BGC Holdings, and
served as the general partner of BGC Holdings, which entitled us to control BGC Holdings. BGC Holdings, in turn, held the BGC U.S. OpCo general
partnership interest and the BGC U.S. OpCo special voting limited partnership interest, which entitled the holder thereof to remove and appoint the general
partner of BGC U.S. OpCo, and the BGC Global OpCo general partnership interest and the BGC Global OpCo special voting limited partnership interest,
which entitled the holder thereof to remove and appoint the general partner of BGC Global OpCo, and served as the general partner of BGC U.S. OpCo and
BGC Global OpCo, all of which entitled BGC Holdings (and thereby us) to control each of BGC U.S. OpCo and BGC Global OpCo.
Since BGC Holdings held BGC U.S. OpCo limited partnership interests and BGC Global OpCo limited partnership interests, LPU holders, Founding
Partners, and Cantor indirectly had interests in BGC U.S. OpCo limited partnership interests and BGC Global OpCo limited partnership interests. Further, in
connection with the Separation and Distribution Agreement, limited partnership interests in Newmark Holdings were distributed to the holders of limited
partnership interests in BGC Holdings, whereby each holder of BGC Holdings limited partnership interests who at that time held a BGC Holdings limited
partnership interest received corresponding Newmark Holdings limited partnership interests equal in number to such holder’s BGC Holdings limited
partnership interests divided by 2.2 (i.e., 0.4545 of a unit in Newmark Holdings). Accordingly, existing partners at the time of the Separation in BGC Holdings
became partners in Newmark Holdings and received corresponding units issued at the applicable ratio. Thus, such partners received an indirect interest in
Newmark OpCo.
As a result of a series of transactions prior to and in anticipation of the Corporate Conversion, all BGC Holdings units held by Newmark employees
were redeemed or exchanged, in each case, for shares of BGC Class A common stock or cash. Upon the closing of the Corporate Conversion, the BGC
Holdings Limited Partnership Agreement was terminated, we became the owner of all of the limited partnership interests of the two BGC operating
partnerships, and the former stockholders of BGC Partners and former limited partners of BGC Holdings now participate in the economics of the BGC
businesses through BGC Group.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other information with the SEC. These filings are available to the public from the
SEC’s website at www.sec.gov.
Our website address is www.bgcg.com. Through our website, we make available, free of charge, the following documents as soon as reasonably
practicable after they are electronically filed with, or furnished to, the SEC: our Annual Reports on Form 10‑K; our proxy statements for our annual and special
stockholder meetings; our Quarterly Reports on Form 10-Q; our Current Reports on Form 8-K; Forms 3, 4 and 5 and Schedules 13D with respect to our
securities filed on behalf of Cantor, CFGM, our directors and our executive officers; and amendments to those documents. 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.
ITEM 1A.     RISK FACTORS
An investment in shares of our Class A common stock, the BGC Group Notes, the BGC Partners Notes, or our other securities or those of BGC
Partners involves risks and uncertainties, including the potential loss of all or a part of your investment. The following are important risks and uncertainties
that could affect our business, but we do not ascribe any particular likelihood or probability to them unless specifically indicated. Before making an investment
decision to purchase our securities or those of BGC Partners, you should carefully read and consider all of the risks and uncertainties described below, as well
as other information included in this Annual Report on Form 10-K, including Part II, Item 7, Management’s Discussion and Analysis of Financial Condition
and Results of Operations and the Consolidated Financial Statements and related notes included herein. The occurrence of any of the following risks or
additional risks and uncertainties that are currently deemed immaterial or unknown could materially and adversely affect our business, financial condition,
liquidity, result of operations, cash flows or prospects.
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RISKS RELATED TO OUR BUSINESS
Risks Related to Global Economic and Market Conditions
Our business, financial condition, results of operations and prospects have been and may continue to be materially affected both positively
and negatively by conditions in the global economy and financial markets generally.
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. The legislative priorities and economic policies of the current presidential
administration and Congress, including potential changes in interest rates and existing tax rates, may further change the regulatory and economic landscape.
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. In addition, changes
in monetary policy may affect the credit quality of our customers. Changes in domestic and international monetary policy are beyond our control and difficult
to predict.
Our revenues and profitability have historically declined and are likely to decline significantly during future periods of low trading volume in the
financial markets in which we offer our products and services.
The global financial services markets are, by their nature, risky and volatile and are directly affected by many national and international factors that
are beyond our control. Although we believe that meaningful interest rates may continue to positively impact trading volumes in many of our product offerings,
any one of the following factors have caused and may in the future cause substantial changes in the U.S. and global financial markets, resulting in positive or
negative impacts on transactional volume and profitability for our business. These factors include:
•
volatile global interest rates;
•
the impact of elections and changes in government administrations or other political events, both in the U.S. and globally, including resulting
changes in government policies;
•
economic and geopolitical conditions and uncertainties in the United States, Europe, Asia, Latin America and elsewhere in the world,
including government deficits, debt and possible defaults, austerity measures, tariffs, other trade restrictions and changes in central bank
and/or fiscal policies, including the level and timing of government debt issuances, purchases and outstanding amounts;
•
possible political turmoil with respect to and between the U.S. government, the U.K., the EU and/or its member states, China, Latin America
or other major economies around the world;
•
the effect of Federal Reserve Board and other central banks’ monetary policies, and changing regulatory requirements for banks and other
financial institutions;
•
terrorism, war and other armed hostilities, including the conflict between Ukraine and Russia, conflicts in the Middle East, Latin America,
including recent conflicts in Venezuela, and other ongoing or new conflicts in those or other regions, and measures taken in response thereto,
including sanctions imposed by governments and related countersanctions;
•
volatility in the pricing of certain commodities, which may impact our ECS brokerage business; inflation and wavering institutional and
consumer confidence levels in the economy;
•
new or increased tariffs imposed by the U.S. and foreign governments and other factors driving trade uncertainty and inflationary pressures;
•
changes to trade or immigration policies in the U.S. and globally;
•
disagreement over the federal budget, which has caused or may cause the U.S. federal government to shut down or reduce funding for various
initiatives for extended periods of time in recent years, and recent initiatives to reduce federal spending and headcount;
•
pandemics and other international health emergencies;
•
the availability of capital for borrowings and investments by our clients and their customers;
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•
the level and volatility of foreign currency exchange rates, including the U.S. dollar, and trading in certain equity, debt and commodity
markets;
•
the level and volatility of the spread on corporate securities and their related benchmarks;
•
changes in regulations relating to margin and clearing capital requirements;
•
margin requirements, capital requirements, credit availability, global supply chain issues and other liquidity concerns; and
•
business continuity, physical security and disaster risk, including climate-related physical risks such as extreme weather, floods, wildfires,
heatwaves, power grid instability or other physical events affecting trading, staff commuting and insurance costs.
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.
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.
Changes in interest rates coupled with volatility in financial markets has had and may continue to have the effect of further increasing economic
uncertainty and heightening related risks, including global currency fluctuations. Currency fluctuations have affected, and may continue to affect, the reported
value of our assets, liabilities, and cash flows. In 2024 and 2025, the Federal Reserve in the U.S. and other central banks began lowering interest rates and may
continue to do so in the future. Higher interest rates have had and may continue to have a positive impact on our revenues and 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.
Downgrades of sovereign credit ratings, sovereign debt crises, or a decrease in the integrity of capital markets may have material adverse
effects on the financial markets and general economic conditions, as well as our businesses, financial condition, cash flows, results of operations and
prospects.
In 2025, the U.S. credit rating was downgraded by Moody’s Ratings due to concerns over rising national debt, political polarization leading to fiscal
instability, and increased interest costs, among other reasons. 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. The ultimate impacts of negative credit rating
actions with respect to U.S. government obligations, on global financial markets and our business, financial condition, cash flows, results of operations, and
prospects are unpredictable and may not be immediately apparent. Additionally, the negative impact on economic conditions and global financial markets from
further sovereign debt matters with respect to the U.K., the EU and/or its member states, Japan, China or other major economies could further adversely affect
our businesses, financial condition, cash flows, results of operations and prospects. Concerns about the sovereign debt of certain major economies have caused
uncertainty and disruption for financial markets globally, and continued uncertainties loom over the outcome of various governments’ financial support
programs and the possibility that EU member states or other major economies may experience similar financial troubles. 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.
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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.
Because of significant competition in our markets, our strategy is to execute more transactions, increase our share of existing markets and seek out
new clients and markets through competitive or innovative new product offerings. We may face enhanced risks as these efforts to expand our business result in
transacting with a broader array of clients and expose us to new products, services and markets. Pursuing this strategy may also require significant management
attention, hiring expenses and potential costs and liabilities in any litigation or arbitration that may result. We may not be able to attract new clients or brokers,
salespeople, managers, technology professionals or other front-office personnel or successfully enter new markets. If we are unable to identify and successfully
exploit new product, service and market opportunities, our business, financial condition, results of operations and prospects could be materially adversely
affected.
We may pursue opportunities including new business initiatives, strategic alliances and initiatives, acquisitions, mergers, investments,
dispositions, joint ventures or other growth opportunities or transformational transactions (including hiring new brokers and salespeople), which
could present unforeseen integration obstacles or costs and could fail to achieve anticipated benefits. We may also face competition in our acquisition
strategy or new business plans, and such competition may limit such opportunities.
We have explored and continue to explore a wide range of new business initiatives, mergers, investments, acquisitions and joint ventures with other
financial services or other companies that have interests in related businesses or other strategic opportunities. Such transactions may be necessary in order for
us to enter into or develop new products or services or markets, as well as to strengthen our current ones.
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;
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•
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.
We face competition for acquisition targets, which may limit our number of acquisition and growth opportunities and may lead to higher acquisition
prices or other less favorable terms. As we grow internationally, we may experience additional expenses or obstacles. There can be no assurance that we will be
able to identify, acquire or profitably manage additional businesses or integrate successfully any acquired businesses without substantial costs, delays or other
operational or financial difficulties.
In addition, the acquisition of regulated firms generally requires the consent of the home jurisdiction regulator in which the target and regulated
subsidiaries are domiciled. In certain circumstances, one or more of these regulators may withhold their consent, impose restrictions or make their consent
subject to conditions which may result in increased costs or delays.
Any future growth will be partially dependent upon the continued availability of suitable transactional candidates, at favorable prices and valuations
and upon advantageous terms and conditions, which may not be available to us, as well as sufficient liquidity to fund these transactions. Future transactions and
any necessary related financings also may involve significant transaction-related expenses, which include payment of break-up fees, assumption of liabilities,
including compensation, severance, lease termination and other restructuring costs, and transaction and deferred financing costs, among others. In addition,
there can be no assurance that such transactions will be accretive or generate favorable operating margins. 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.
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We will need to successfully manage the integration of recent and future acquisitions and future growth opportunities effectively. Such integration and
additional growth may place a significant strain upon our management, administrative, operational, financial reporting, internal control and compliance
infrastructure. Our ability to grow depends upon our ability to successfully hire, train, supervise and manage additional employees, expand our management,
administrative, operational, financial reporting, compliance and other control systems effectively, allocate our human resources optimally, maintain clear lines
of communication between our transactional and management functions and our finance and accounting functions, and manage the pressure on our
management, administrative, operational, financial reporting, compliance and other control infrastructure. 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. There can be no assurance that we will be able
to accurately anticipate and respond to the changing demands we will face as we integrate recent or future acquisitions and continue to expand our operations,
and we may not be able to manage growth effectively or to achieve growth at all.
From time to time, we may also seek to dispose of portions of our businesses, or otherwise reduce our ownership, each of which could materially
affect our cash flows and results of operations. Dispositions involve significant risks and uncertainties, such as the ability to sell such businesses at satisfactory
prices and terms and in a timely manner (including long and costly sales processes and the possibility of lengthy and potentially unsuccessful attempts by a
buyer to receive required regulatory approvals,) or at all, disruption to other parts of the business and distraction of management, loss of key employees or
customers, and exposure to unanticipated liabilities or ongoing obligations to support the business following such dispositions. In addition, if such dispositions
are not completed for any reason, the market price of our Class A common stock may reflect a market assumption that such transactions will occur, and a
failure to complete such transactions could result in a decline in the market price of our Class A common stock. Any of these factors could have a material
adverse effect on our business, financial condition, results of operations and prospects.
Similarly, from time to time we have effected cost reduction programs, and are considering efforts to further reduce costs. Cost reduction programs
entail up-front expenses which may negatively impact our results of operations, and the anticipated cost savings from such programs may not be realized or
may not be realized as quickly as anticipated.
While we have limited offerings linked to cryptocurrencies, such offerings or any future expansion of such business could expose us to
technology, regulatory and financial risks.
While we currently have limited offerings linked to cryptocurrencies in certain jurisdictions, we may expand the types of these offerings, the
associated types of cryptocurrencies and the jurisdictions in which these offerings are offered. Specifically, BGC provides its cryptocurrency offerings through
Lucera by providing connectivity, hosting and trading platforms. Additionally, BGC offers limited brokerage services for certain digital asset and other
cryptocurrency products.
The technology underlying cryptocurrencies and other similar digital assets is evolving at a rapid pace and may be vulnerable to cyberattacks or have
other inherent weaknesses that are not yet apparent. There is a high degree of fraud, theft, cyberattacks and other forms of risk in the cryptocurrency space.
In addition, cryptocurrency markets experienced significant price fluctuations in recent years, and may continue to experience periods of extreme
volatility again in the future. Historically, several entities in the digital asset industry have been, and may continue to be, negatively affected by such extreme
volatility, including to the point of insolvency. If such events impact our cryptocurrency offerings, we may experience material adverse effects on our business,
financial condition, results of operations and prospects in the future.
In the U.S., the SEC, CFTC, state and federal agencies are reviewing virtual currency businesses and have enacted or may enact regulations that
restrict business activities, require holding certain reserves or impose other regulatory requirements, potentially including requiring additional licenses to
conduct certain businesses, and these regulations may be further affected by the policies of the current U.S. presidential administration. Domestically and
internationally, existing and future regulations may negatively impact our ability to offer different products in different regions and/or negatively impact our
ability to deal with certain customers depending on where they are located. If further or new licenses are required or other regulatory requirements imposed,
domestically or internationally, it may take a considerable amount of time to obtain the necessary approvals from the respective regimes and compliance with
the applicable regulatory requirements may prove burdensome. Any of these factors could have a material adverse effect on our business, financial condition,
results of operations and prospects in the future.
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Risks Related to Liquidity, Funding and Indebtedness
We have debt, which could adversely affect our ability to raise additional capital and obtain or maintain favorable credit ratings, limit our
ability to react to changes in the economy or our business, expose us to interest rate risk, and prevent us from meeting our other obligations.
Our indebtedness, which on December 31, 2025 was $1,775.7 million may have important, adverse consequences to us and our investors, including:
•
it may limit our ability to borrow money, dispose of assets or sell equity to fund our working capital, capital expenditures, dividend
payments, debt service, strategic initiatives or other obligations or purposes;
•
it may limit our flexibility in planning for, or reacting to, changes in the economy, the markets, regulatory requirements, our operations or
business;
•
our financial leverage may be higher than some of our competitors, which may place us at a competitive disadvantage;
•
it may make us more vulnerable to downturns in the economy or our business;
•
it may require a substantial portion of our cash flow from operations to make interest payments;
•
it may make it more difficult for us to satisfy other obligations; and
•
it may increase the risk of a future downgrade of our credit ratings or otherwise impact our ability to obtain or maintain investment-grade
credit ratings, which could increase future debt costs and limit the future availability of debt financing.
We may not be able to borrow additional funds or refinance existing debt as needed to take advantage of business opportunities as they arise, pay cash
dividends or repurchase shares of our Class A common stock. 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 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. There would be a material adverse effect on our business, financial
condition, results of operations and prospects if we are unable to service our indebtedness or obtain additional financing or refinance our existing debt on terms
acceptable to us.
Some of our borrowings have variable interest rates. 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. In an effort to limit our exposure to interest
rate fluctuations, we may rely on interest rate hedging or other interest rate risk management activities. These activities may limit our ability to participate in
the benefits of lower interest rates with respect to the hedged borrowings. Adverse developments resulting from changes in interest rates or hedging
transactions could have a material adverse effect on our business, financial condition, results of operations and prospects.
Our ability to meet our payment and other obligations under our debt depends on our ability to generate and maintain significant cash flow or to
access alternate sources of liquidity. This, to some extent, is subject to general economic, financial, competitive, legislative and regulatory factors as well as
other factors that are beyond our control. We cannot assure you that our business will generate cash flow from operations, or that additional capital will be
available to us, in an amount sufficient to enable us to meet our payment obligations under our borrowings and to fund other liquidity needs. 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. 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.
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We are dependent upon the availability of adequate funding and liquidity to meet our clearing margin requirements, among other financial needs.
Clearing margin is the amount of cash, guarantees or similar collateral that we must provide or deposit with our third-party clearing organizations in support of
our obligations under contractual clearing arrangements with these organizations. Historically, these needs have been satisfied from internally generated funds
and proceeds from debt and equity financings. We have also relied on arrangements with Cantor to clear certain of our transactions under the clearing
agreement we entered into with Cantor in November 2008, which was amended in June 2024. Although we have historically been able to raise debt on
acceptable terms, deterioration of the world’s credit markets could make it more difficult for us to refinance or replace such indebtedness in a timely manner or
on acceptable terms. Further, if for any reason we need to raise additional funds, including in order to meet regulatory capital requirements and/or clearing
margin requirements arising from growth in our brokerage business, to complete acquisitions or otherwise, we may not be able to obtain additional financing
when needed. 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.
Our Revolving Credit Agreement contains covenants that could impose operating and financial restrictions on us, including restrictions on our ability
to, among other things and subject to certain exceptions:
•
create liens on certain assets;
•
incur additional debt;
•
make significant investments and acquisitions;
•
consolidate, merge, sell or otherwise dispose of all or substantially all of our assets;
•
dispose of certain assets;
•
pay additional dividends on or make additional distributions in respect of our capital stock or make restricted payments;
•
repurchase shares of our Class A common stock;
•
enter into certain transactions with our affiliates; and
•
place restrictions on certain distributions from subsidiaries.
Indebtedness that we may enter into in the future, if any, could also contain similar or additional covenants or restrictions. Any of these restrictions
could limit our ability to adequately plan for or react to market conditions and could otherwise restrict certain of our corporate activities. Any material failure to
comply with these covenants could result in a default under the Revolving Credit Agreement as well as instruments governing our future indebtedness. Upon a
material default, unless such default were cured by us or waived by lenders in accordance with the Revolving Credit Agreement, the lenders under such
agreement could elect to invoke various remedies under the agreement, including potentially accelerating the payment of unpaid principal and interest,
terminating their commitments or, however unlikely, potentially forcing us into bankruptcy or liquidation. 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.
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.
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Credit ratings downgrades could adversely affect our cost of capital and the availability of debt financing.
Our credit ratings and associated outlooks are critical to our reputation and operational and financial success. 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. A credit rating and/or the associated outlook can be revised
upward or downward at any time by a rating agency if such rating agency decides that circumstances of that company or related companies warrant such a
change. Any adverse ratings change or a downgrade in the credit ratings of BGC, Cantor or any of their other affiliates, and/or the associated ratings outlooks
could adversely affect the availability of debt financing to us on acceptable terms, as well as the cost and other terms upon which we may obtain any such
financing. In addition, our credit ratings and associated outlooks may be important to clients of ours in certain markets and in certain transactions. A company’s
contractual counterparties may, in certain circumstances, demand collateral in the event of a credit ratings or outlook downgrade of that company. Further,
interest rates payable on our future or our and BGC Partners’ currently outstanding debt may increase in the event that our ratings decline; for example, under
the terms of our and BGC Partners’ outstanding senior notes, a downgrade in our credit ratings by both Fitch Ratings Inc. and Standard & Poor’s would lead to
an increase in the interest rates payable on those notes.
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. Any negative change to our credit ratings and associated outlooks may restrict our ability to raise
additional capital or refinance debt on favorable terms, and any resulting impacts on our funding access, liquidity or perceived creditworthiness among our
clients, counterparties, lenders, investors or other market participants could have a material adverse effect on our business, financial condition, results of
operations and prospects. 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.
Future or pending acquisitions and the formation of new businesses may require significant cash resources and lead to a significant increase in the
level of our indebtedness. We may enter into short- or long-term financing arrangements in connection with acquisitions which may occur from time to time. In
addition, we may incur substantial non-recurring transaction costs, including break-up fees, and assume new liabilities and expenses. Under the terms of our
existing debt, we are permitted under certain circumstances to incur additional debt, grant liens on our assets to secure existing or future debt, recapitalize our
debt or take a number of other actions that could have the effect of diminishing our ability to make payments on our debt when due. The increased level of our
consolidated indebtedness in connection with potential acquisitions may restrict our ability to raise additional capital on favorable terms, and such leverage,
and any resulting liquidity or credit issues, could have a material adverse effect on our business, financial condition, results of operations and prospects. To the
extent that we borrow additional funds, the terms of such borrowings may include higher interest rates, more stringent financial covenants, change of control
provisions, make-whole provisions or other terms that could have a material adverse effect on our business, financial condition, results of operations and
prospects.
Risks Related to Our Senior Notes
We may not have the funds necessary 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 as required by the indentures governing these notes.
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. 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. In addition, such failure may also constitute an event of default and result in the effective acceleration of the maturity of our other then-existing
indebtedness.
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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 delay or prevent an otherwise
beneficial takeover attempt of us.
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.
Risks Related to Our Intellectual Property
We may not be able to protect our intellectual property rights or may be prevented from using intellectual property necessary for our
business.
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. For example, we regularly file patent applications to
protect inventions arising from our research and development, and we are currently pursuing patent applications around the world. We also control access to
our proprietary technology and enter into confidentiality and invention assignment agreements with our employees and consultants and confidentiality
agreements with other third parties. Protecting our intellectual property rights is costly and time consuming, and our business may be materially adversely
affected by resources and management attention expended on pursuing such protections.
Unauthorized use of our intellectual property could make it more expensive to do business and harm our operating results. We cannot ensure that our
intellectual property rights are sufficient to protect our competitive advantages or that any particular patent, copyright or trademark is valid and enforceable,
and all patents ultimately expire. We also cannot ensure that all intellectual property rights are registrable in the U.S. or elsewhere. In addition, the laws of
some foreign jurisdictions may not protect our intellectual property rights to the same extent as the laws in the United States, or at all. We may also utilize
third-party software licensed under “open source” licenses from time-to-time in connection with our business or product or service offerings. Although we have
taken steps to protect ourselves, use of such third-party software may restrict how we use or distribute our products or services, subject us to claims, or impair
our intellectual property rights. Any significant impairment of our intellectual property rights could harm our business or our ability to compete.
Many companies, including those in the computer and financial services industries, own large numbers of patents, copyrights, and trademarks and
sometimes file lawsuits based on allegations of infringement or other violations of intellectual property rights. In addition, there has been a proliferation of
patents applicable to these industries and a substantial increase in the number of such patent applications filed. Under current law, U.S. patent applications
typically remain secret for 18 months or, in some cases, until a patent is issued. Because of technological changes in these industries, patent coverage, and the
issuance of new patents, it is possible certain components of our products and services may unknowingly infringe existing patents or other intellectual property
rights of others. Although we have taken steps to protect ourselves, there can be no assurance that we will be aware of all patents, copyrights or trademarks that
may pose a risk of infringement by our products and services. Generally, it is not economically practicable to determine in advance whether our products or
services may infringe the present or future rights of others.
Accordingly, we may face claims of infringement or other violations of intellectual property rights that could interfere with our ability to use
intellectual property or technology that is material to our business. In addition, restrictions on the distribution of some of the market data generated by our
brokerage desks could limit the comprehensiveness and quality of the data we are able to distribute or sell. The number of such third-party claims may grow.
Our technologies may not be able to withstand such third-party claims or rights against their use.
We may have to rely on litigation or other adversarial proceedings to secure, defend or enforce our intellectual property rights, protect our trade
secrets, determine the validity and scope of the rights of others or defend against claims of infringement or invalidity. Additionally, third parties may claim that
we have infringed upon their intellectual property rights. Any such claims, proceedings or litigation, whether successful or unsuccessful, could result in
substantial costs to us, and the diversion of resources and the attention of management, any of which could materially negatively affect our business. Such
claims, proceedings or litigation could also require us to enter into settlement, royalty or licensing agreements (including with third parties claiming such
infringement), stop selling or redesign affected products or services, rebrand or restrict our products or services, pay damages or satisfy indemnification
commitments with our customers. Such settlement, royalty or licensing agreements, if any, may not be available on terms acceptable to us, and may negatively
affect our business, financial condition, results of operations and prospects.
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If our software licenses or services from third parties are terminated or adversely changed or amended or contain material defects or errors,
or if any of these third parties were to cease doing business or if products or services offered by third parties that we rely upon were to contain
material defects or errors, our ability to operate our business may be materially adversely affected.
We license databases, software and services from third parties, much of which is integral to our systems and our business. The licenses are terminable
if we breach or have been perceived to have breached our obligations under the license agreements. If any material licenses were terminated or adversely
changed or amended, if any of these third parties were to cease doing business or if any licensed software or databases licensed by these third parties were to
contain material defects or errors, we may be forced to spend significant time and money to replace the licensed software and databases, and our ability to
operate our business may be materially adversely affected. Further, any errors or defects in third-party services or products (including hardware, software,
databases, cloud computing and other platforms and systems) or in services or products that we develop ourselves, could result in errors in, or a failure of our
services or products, which could harm our business. Although we take steps to locate replacements, there can be no assurance that the necessary replacements
will be available on acceptable terms, if at all. There can be no assurance that we will have an ongoing license to use all intellectual property which our systems
require, the failure of which could have a material adverse effect on our business, financial condition, results of operations and prospects.
Risks Related to Our IT Systems and Cybersecurity
Defects or disruptions in our technology or services could diminish demand for our products and services and subject us to liability.
Because our technology, products and services are complex and use or incorporate a variety of computer hardware, software and databases, both
developed in-house and acquired from third party vendors, our technology, products and services may have errors or defects. 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. In addition, our
customers may use our technology, products and services in unanticipated ways that may cause a disruption for other customers. As we acquire companies, we
may encounter difficulty in integrating the acquired technologies, products and services, and maintaining the quality standards that are consistent with our
technology, products and services. Since our customers use our technology, products and services for important aspects of their business and for financial
transactions, any errors, defects, or disruptions in such technology, products and services or other performance problems with our technology, products and
services could subject our customers to harm and hurt our reputation.
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.
While we view cybersecurity as a top priority, developing and maintaining our operational systems and infrastructure is challenging, particularly as a
result of rapidly evolving technological shifts. Our businesses require us to process and monitor, on a daily basis, a very large number of transactions, many of
which are highly complex, across numerous and diverse markets and in many currencies. 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. Our financial, accounting, data processing or other operating and compliance systems and facilities may fail to
operate properly or become disabled as a result of events that are wholly or partially beyond our control, including malicious cyber-attacks or other adverse
events, which may adversely affect our ability to process these transactions or provide services or products.
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In addition, our operations rely on the secure processing, storage and transmission of confidential and other information on our computer systems and
networks. Although we take protective measures, such as software programs, firewalls and similar technology, to maintain the confidentiality, integrity and
availability of our and our customers’ information, and endeavor to modify these protective measures as circumstances warrant, the nature of cyber threats
continues to evolve. As a result, our computer systems, software and networks may be vulnerable to unauthorized access, loss or destruction of data (including
confidential customer information), account takeovers, unavailability or disruption of services, computer viruses, acts of vandalism, or other malicious code,
ransomware, hacking, phishing and other cyber-attacks and other adverse events that could have an adverse security impact. 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.
Given the high volume of transactions involved in our business, certain errors may be repeated or compounded before they are discovered and rectified.
We also face the risk of operational disruption, failure, termination or capacity constraints of any of the third parties that facilitate our business
activities, including vendors, customers, counterparties, exchanges, clearing agents, clearinghouses or other financial intermediaries. Such parties could also be
the source of a cyber-attack on or breach of our operational systems, network, data or infrastructure. Malicious actors may also attempt to compromise or
induce our employees, clients or other users of our systems to disclose sensitive information or provide access to our data, and these types of risks may be
difficult to detect or prevent.
Our financial, accounting, data processing or other operating and compliance systems and facilities may fail to operate properly or become disabled as
a result of events that are wholly or partially beyond our control, such as a malicious cyber-attack or other adverse events, which may adversely affect our
ability to provide services. Any such cyber incidents involving our computer systems and networks, or those of third parties important to our business, could
have a material adverse effect on our business, financial condition, results of operations and prospects.
There have been an increasing number of ransomware, hacking, phishing and other cyber-attacks in recent years in various industries, including ours,
and cybersecurity risk management has been the subject of increasing focus by our regulators. Like other companies, we have on occasion experienced, and
may continue to experience, threats to our systems, including viruses, phishing and other cyber-attacks. 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. If one or more cyber-attacks occur, it could potentially jeopardize the confidential, proprietary and other information processed and
stored in, and transmitted through, our computer systems and networks, or otherwise cause interruptions or malfunctions in our, as well as our customers’ or
other third parties’ operations, which could result in reputational damage, financial losses, customer dissatisfaction and/or regulatory penalties, which may not
in all cases be covered by insurance. If an actual, threatened or perceived cyber-attack or breach of our security occurs, our clients could lose confidence in our
platforms and solutions, security measures and reliability, which would materially harm our ability to retain existing clients and gain new clients. As a result of
any such attack or breach, we may be required to expend significant resources to repair system, network or infrastructure damage and to protect against the
threat of future cyber-attacks or security breaches. We could also face litigation or other claims from impacted individuals as well as substantial regulatory
sanctions or fines.
The extent of a particular cyber-attack and the steps that we may need to take to investigate the attack may not be immediately clear, and it may take a
significant amount of time before such an investigation can be completed and full and reliable information about the attack is known. While such an
investigation is ongoing, we may not necessarily know the full extent of the harm caused by the cyber-attack, and any resulting damage may continue to
spread. Furthermore, it may not be clear how best to contain and remediate the harm caused by the cyber-attack, and certain errors or actions could be repeated
or compounded before they are discovered and remediated. Any or all of these factors could further increase the costs and consequences of a cyber-attack.
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Our regulators in recent years have increased their examination and enforcement focus on all matters of our business, especially matters relating to
cybersecurity threats, including the assessment of firms’ vulnerability to cyber-attacks. In particular, regulatory concerns have been raised about firms
establishing effective cybersecurity governance and risk management policies, practices and procedures that enable the identification of risks, testing and
monitoring of the effectiveness of such procedures and adaptation to address any weaknesses; protecting firm networks and information; data loss prevention,
identifying and addressing risk associated with remote access to client information and fund transfer requests; identifying and addressing risks associated with
customers’ business partners, counterparties, vendors, and other third parties, including exchanges and clearing organizations; preventing and detecting
unauthorized access or activities; adopting effective mitigation and business continuity plans to timely and effectively address the impact of cybersecurity
breaches; and establishing protocols for reporting cybersecurity incidents. As we enter new jurisdictions or different product area verticals, we may be subject
to new areas of risk or to cyber-attacks in areas in which we have less familiarity and tools. A technological breakdown could also interfere with our ability to
comply with financial reporting requirements. While any insurance that we may have that covers a specific cybersecurity incident may help to prevent the
realization of a significant loss from the incident, it would not protect us from the effects of adverse regulatory actions that may result from the incident or a
finding that we had inadequate cybersecurity controls, including the reputational harm that could result from such regulatory actions.
Additionally, data privacy is subject to frequently changing rules and regulations in countries where we do business. Rights in relation to an
individual’s personal data in the EU and U.K. are governed, respectively, by the GDPR in the EU and the equivalent Data Protection Act 2018 in the U.K. We
are subject to compliance obligations in relation to such personal data and the possibility of significant financial penalties for non-compliance. We are also
subject to certain U.S. federal and state laws governing the protection of personal data. These laws and regulations are increasing in complexity and number. In
addition to the increased cost of compliance, our failure to successfully implement or comply with appropriate processes to adhere to the GDPR and other laws
and regulations relating to personal data could result in substantial financial penalties for non-compliance, expose us to litigation risk and harm our reputation.
We and our competitors may use AI in our businesses, and challenges with properly managing its use could result in competitive harm,
regulatory action, legal liability and brand or reputational harm.
We use and continue to develop AI tools in our business, including, without limitation, machine learning and generative AI tools, and may integrate AI
into our platforms, products, offerings and services, including client-facing ones. 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.
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. Moreover, the use of AI could lead to the inadvertent disclosure of personal, confidential and/or proprietary information, which
could put us at a competitive disadvantage and adversely affect our proprietary rights, business and financial condition and expose us to privacy violations,
reputational harm and liability. Ethical concerns associated with AI could lead to brand damage, competitive disadvantages, or legal repercussions. Any
problems with our implementation or use of AI or other technological advancements could negatively impact our business or results of our operations.
Our success and ability to remain competitive in the industry in which we operate requires adapting to technological developments and evolving
industry standards, including in the field of AI. Our competitors or other third parties may incorporate AI into their products or services more quickly or more
successfully than us, which could make our products and services obsolete, impair our ability to compete effectively and adversely affect our business.
As AI capabilities improve and are increasingly adopted, we may also become more vulnerable to cybersecurity attacks that use AI. Such
cybersecurity attacks could compromise our intellectual property and other sensitive information, be costly to remediate and cause significant damage to our
business, reputation and operations. 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.
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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.
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. Howard Lutnick stepped down as our Chairman of the Board and Chief Executive Officer, positions he has served in since 1999, and our
Board appointed Messrs. John Abularrage, JP Aubin, and Sean Windeatt as our Co-Chief Executive Officers. On the same day, the Board appointed Mr.
Brandon Lutnick, son of Mr. Howard Lutnick, to serve as a member of the Board. Additionally, the Board appointed our Executive Vice President and Chief
Legal Officer, Mr. Stephen Merkel, to serve as Chairman of the Board.
While we have full confidence in our proven senior management team, including our three Co-Chief Executive Officers, which are long-term and
respected industry veterans, the loss of Mr. Howard Lutnick’s deep institutional knowledge and industry relationships, may impact our ability to meet our
financial and operational goals as we and our management continue to adapt to his departure. While we believe our management, including our Co-Chief
Executive Officers, have significant skills and longevity in our industry, the change in leadership, particularly in the short term, could result in disruption or
otherwise impact our operations and our ability to execute on our current strategy and pursue new strategic initiatives, which in turn could have an adverse
effect on our business.
The loss of key employees or the failure to hire and retain highly skilled and other key personnel could negatively affect our business.
Our people are our most important resource. We must retain the services of our key employees and strategically recruit and hire new talented
employees to attract customer transactions. 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.
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. 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.
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. Similarly, hiring, training, and
successfully integrating replacements for critical personnel or new management structures or reporting lines is time consuming and potentially disruptive, and,
if unsuccessful, could disrupt our operations, and as a result could materially adversely affect our business, financial condition, results of operations and
prospects.
The ability of key employees to devote adequate time and attention to us is a key part of the success of our business, and failure to continue to
have the benefit of these persons’ service at sufficient levels may adversely affect our business and prospects.
Certain officers and other key employees have positions with and obligations to Cantor, Newmark, or their respective affiliates, and may dedicate only
a portion of their professional efforts to our business and operations. There may be no contractual obligation for them to spend a specific amount of their time
with us, Newmark or Cantor and their respective affiliates.
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. 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. 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. 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.
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We may be unable to enforce post-employment restrictive covenants applicable to our employees.
Certain of our key employees and officers are subject to post-employment restrictive covenants, including non-competition agreements, in connection
with their employment agreements. Should any of our key employees join an existing competitor, form a competing company, offer services to Cantor or any
affiliates that compete with our products, services or otherwise leave us, some of our customers could choose to use the services of that competitor or another
competitor instead of our services, which could adversely affect our revenues and as a result could materially adversely affect our business, financial condition,
results of operations and prospects.
While we have had success in responding to challenges to certain of our non-compete provisions, there can be no assurance that our non-competition
agreements will be found enforceable if challenged in certain jurisdictions, including jurisdictions that generally do not enforce post-employment restrictive
covenants or in jurisdictions that have adopted or expanded restrictions on the use of post-employment restrictive covenants, such as California. More
jurisdictions may adopt similar rules. A successful challenge to any of our post-employment restrictive covenants may have a material impact on our business,
financial condition, results of operations and prospects.
Risks Related to Internal Controls
If we fail to implement and maintain an effective internal control environment, our operations, reputation and stock price could suffer, we
may need to restate our financial statements, and we may be delayed in or prevented from accessing the capital markets.
As a public company, we are required, under Section 404 of the Sarbanes-Oxley Act, to furnish a report by management on, among other things, the
effectiveness of our internal control over financial reporting. This assessment is required to include disclosure of any material weaknesses identified by our
management in our key internal controls over financial reporting. A material weakness is a control deficiency or combination of control deficiencies that results
in more than a remote likelihood that a material misstatement of annual or interim financial statements will not be prevented or detected. To ensure compliance
with Section 404, we will continue to evaluate our key internal controls over financial reporting, including with respect to acquisitions.
Internal controls over financial reporting, no matter how well designed, have inherent limitations. Therefore, internal controls determined to be
effective can provide only reasonable assurance with respect to financial statement preparation and may not prevent or detect all misstatements. Due to the
inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have
been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of
simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by
management override of the controls. Moreover, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may
become inadequate due to changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. As such, we could lose
investor confidence in the accuracy and completeness of our financial reports, which may have a material adverse effect on our reputation and stock price.
Our ability to identify and remediate any material weaknesses in our internal controls over financial reporting could affect our ability to prepare
financial reports in a timely manner, control our policies, procedures, operations and assets, assess and manage our operational, regulatory and financial risks,
and integrate our acquired businesses. Similarly, we need to effectively manage any growth that we achieve in such a way as to ensure continuing compliance
with all applicable control, financial reporting and legal and regulatory requirements. Any material failure to ensure full compliance with control and financial
reporting requirements, including as a result of acquisitions, could result in restatement of our financial statements, delay or prevent us from accessing the
capital markets and harm our reputation and/or the market price for our Class A common stock.
We have excluded OTC Global from BGC management’s assessment of internal control over financial reporting. When OTC Global is
included in our assessment, we may discover the need to implement additional effective internal controls, and the integration of OTC Global in our
business could take longer than expected.
On April 1, 2025, we completed the acquisition of OTC Global, which established our Company as the world’s largest ECS broker by revenue as of
December 31, 2025. As permitted under SEC regulations, we have excluded OTC Global from BGC’s assessment of internal control over financial reporting
until April 1, 2026. When OTC Global is included in our assessment, we may discover the need to design and implement additional effective internal controls
which could result in additional integration efforts or take additional time. While we expect to complete the integration of OTC Global in our business in 2026,
this process could take longer than expected.
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Risks Related to Seasonality
The financial markets in which we operate are generally affected by seasonality, which could have a material adverse effect on our results of
operations in a given period.
Traditionally, the financial markets around the world experience lower volume during the summer and at the end of the year, due to a general
slowdown in the business environment around holiday seasons, and, therefore, our transaction volume levels may decrease during those periods. The timing of
local holidays also affects transaction volumes. 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. To the extent that we are not able to identify and adjust for changes in expectations or we are confronted with negative conditions that
inordinately impact seasonal norms, our business, financial condition, results of operations and prospects could be materially adversely affected.
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.
The financial services industry, including our business, is subject to extensive regulation, which is very costly. The requirements imposed by
regulators are designed to ensure the integrity of the financial markets and to protect customers and other third parties who deal with us and are not designed to
protect the holders of our stock, notes or other securities. 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.
Many of these regulators, including U.S. and non-U.S. government agencies and self-regulatory organizations, as well as state securities commissions in the
U.S., are empowered to bring enforcement actions and to conduct administrative proceedings and examinations, inspections, and investigations, which may
result in costs, penalties, fines, enhanced oversight, increased financial and capital requirements, restrictions or limitations, and censure, suspension or
expulsion. Self-regulatory organizations, such as FINRA and the NFA, along with statutory bodies such as the SEC and the CFTC, and the FCA and other
international regulators, require strict compliance with their rules and regulations.
Firms in the financial services industry, including us, have experienced increased scrutiny in recent years, and penalties, fines and other sanctions
sought by regulatory authorities, including the SEC, the CFTC, FINRA, the NFA, state securities commissions and state attorneys general in the U.S., and the
FCA in the U.K. and other international regulators have increased accordingly. While the current U.S. administration and other international administrations
have begun rolling back regulation within the financial services industry, the existing regulatory environment, and the manner and extent of any reductions in
regulatory burden, may continue to create uncertainty. From time-to-time, we have been and are subject to periodic examinations, inspections and
investigations, including periodic risk assessment and related reviews of our U.K. group. As a result of such reviews, we have been and may in the future be
subject to increased monitoring (including in relation to matters unrelated to our activities in the financial services industry) and be required to include or
enhance certain regulatory structures and frameworks in our operating procedures, systems, and controls.
The SMCR came into effect in the U.K. on December 9, 2019. Accountability requirements now fall on senior managers, and a wider population of
U.K. staff are subject to certification requirements. SMCR has increased the cost of compliance and will potentially increase financial penalties for non-
compliance. Disciplinary actions by the SEC, the CFTC, the FCA, self-regulatory organizations and state securities administrators have impacted, and may
impact in the future, our acquisitions of regulated businesses or entry into new business lines, and have resulted, and may result in the future, in significant
costs and remediation expenses.
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The financial services industry in general faces potential regulatory, litigation and/or criminal risks that may result in damages or fines or
other penalties as well as costs, and we may face damage to our professional reputation and legal liability if our products and services are not
regarded as satisfactory, our employees do not adhere to all applicable legal and professional standards, or for other reasons, all of which could have a
material adverse effect on our business, financial condition, results of operations and prospects.
Many aspects of our business involve substantial risks of liability. In the normal course of business, we have been a party to investigations,
administrative proceedings, lawsuits, arbitrations and other actions involving primarily claims for damages. In certain circumstances, we could also face
potential criminal investigations, enforcement actions or liability, including fines or other penalties. Examinations, inspections, regulatory inquiries and
subpoenas or other requests for information or testimony may cause us to incur significant expenses, including fees for legal representation and other
professional advisors and costs. Such regulatory, legal, or other actions may also be directed at certain executives or employees who may be critical to our
business or to particular brokerage desks. The risks associated with such matters often may be difficult to assess or quantify, and their existence and magnitude
often remain unknown for substantial periods of time. The expansion of our businesses, including into new areas, imposes additional risks of liability.
A settlement of, or judgment related to, any such matters could result in regulatory, civil or criminal liability, fines, penalties, restrictions or limitations
on our operations and activities and other sanctions and could otherwise have a material adverse effect on our business, results of operations, financial
condition and prospects. 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. Significant regulatory action or substantial legal liability against us could have a material
adverse effect on our business, financial condition, results of operations and prospects, or cause significant reputational damage to us, which could seriously
harm us.
We depend to a large extent on our relationships with our customers and our reputation for integrity and high-caliber professional services to attract
and retain customers. Negative publicity about us, including our past or present officers or stockholders, including information published in the press or posted
on social media, whether or not true, or any resulting lawsuits or investigations by regulators, legislators or law enforcement officials, may divert the time of
our management and our resources, harm our reputation or otherwise negatively affect us, our business, financial condition, results of operations and prospects.
If we fail to address, or appear to fail to address, issues that may give rise to reputational risk, it may significantly harm our business prospects. These issues
may include, but are not limited to, perceived conflicts of interest or other ethical issues, and employee misconduct, in all cases both regarding ourselves and
our affiliates.
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. It is not always possible to deter and detect employee misconduct or fraud. While we have various supervisory systems and compliance
processes and procedures in place, and seek to mitigate applicable risks, the precautions we take to deter, detect and prevent this activity may not be effective in
all cases. As a result, if our customers are not satisfied with our products or services, or our employees do not adhere to all applicable legal and professional
standards, such matters may be more damaging to our business than to other types of businesses.
In addition, financial services firms such as ours are subject to numerous conflicts of interests or perceived conflicts, including principal trading and
trading to make markets. We have adopted various policies, controls, and procedures to address or limit actual or perceived conflicts, and we will regularly seek
to review and update our policies, controls and procedures. However, these policies, controls and procedures may result in increased costs and additional
operational personnel. Failure to adhere to these policies, controls and procedures may result in regulatory sanctions or customer claims.
Our FMX business is subject to risks related to regulatory oversight and approval. On January 22, 2024, FMX received approval from the CFTC to
operate an exchange for U.S. Treasury and SOFR futures. On September 23, 2024, FMX Futures Exchange launched the trading of SOFR futures. On May 18,
2025, FMX Futures Exchange also successfully launched the trading of U.S. Treasury futures contracts, initially with 2-year and 5-year contracts. The ongoing
operation of FMX may require further regulatory approval and be subject to regulatory oversight, which could subject us to additional costs or obstacles. The
failure of FMX to receive any required regulatory approvals to operate may adversely affect our business.
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We are subject to regulatory capital requirements on our regulated business, and a significant operating loss or any extraordinary charge
against capital could materially adversely affect our ability to expand or, depending upon the magnitude of the loss or charge, even to maintain the
current level of our business.
Many aspects of our business, like those of other financial services firms, are subject to significant capital requirements. In the U.S., the SEC, FINRA,
the CFTC, the NFA and various other regulatory bodies have stringent provisions with respect to capital applicable to the operation of brokerage firms, which
vary depending upon the nature and extent of these entities’ activities. Four of our subsidiaries, BGCF, GFI Securities LLC, FMX Execution LLC, and Mint
Brokers are registered with the SEC and subject to the Uniform Net Capital Requirements. As an FCM, Mint Brokers is also subject to CFTC capital
requirements. BGCF is also a member of the FICC, which imposes capital requirements on its members. These entities are subject to SEC, FINRA, CFTC and
NFA net capital requirements. 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.
Our international operations are also subject to capital requirements in their local jurisdiction. 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 L.P. is subject to the FCA’s consolidated capital and liquidity requirements. The
capital and liquidity requirements of our French entities (and their EU branches) are predominantly set by the ACPR. U.K. and EU authorities apply stringent
provisions with respect to capital and liquidity applicable to the operation of these brokerage firms, which vary depending upon the nature and extent of their
activities.
In addition, the majority of our other foreign subsidiaries are subject to similar regulation by the relevant authorities in the jurisdictions in which they
do business, such as Australia, Hong Kong and Singapore. These regulations often include minimum capital requirements, which are subject to change. Further,
we may become subject to capital requirements in other foreign jurisdictions in which we currently operate or in which we may enter.
We expect to continue to maintain levels of capital in excess of regulatory minimums. Should we fail to maintain the required capital, we may be
required to reduce or suspend our brokerage operations during the period that we are not in compliance with capital requirements and may be subject to
suspension or revocation of registration or withdrawal of authorization or other disciplinary action from domestic and international regulators, which would
have a material adverse effect on us. In addition, should we fail to maintain the capital required by clearing organizations of which we are a member, our ability
to clear through those clearing organizations may be impaired, which may materially adversely affect our ability to process trades.
If the capital rules are changed or expanded, or if there is an unusually large charge against capital, our operations that require the intensive use of
capital would be limited. Our ability to withdraw capital from our regulated subsidiaries is subject to restrictions, which, in turn, could limit our ability to pay
our indebtedness, other expenses, and dividends on our Class A common stock, to repurchase shares of our Class A common stock or to pursue strategic
acquisitions or other growth opportunities. We cannot predict our future capital needs or our ability to obtain additional financing. No assurance can be given
that required capital levels will remain stable or that we will not incur substantial expenses in connection with maintaining current or increased capital levels or
engaging in business restructurings or other activities in response to these requirements.
Even after the award of permanent registration status to our SEFs, we will incur significant additional costs operating certain of our swap
execution facilities, our revenues may be lower than in the past and our financial condition and results of operations may be materially adversely
affected by future events.
The Dodd-Frank Act mandated that certain cleared swaps (subject to an exemption from the clearing requirement) trade on either a SEF or DCM. SEF
and DCM core principles relate to trading and product requirements, compliance and audit-trail obligations, governance and disciplinary requirements,
operational capabilities, surveillance obligations and financial information and resource requirements. While these principles may or may not be permanently
enforced, we do know that we will be subject to a more complex regulatory framework going forward, and that there will be significant costs to prepare for and
to comply with these ongoing regulatory requirements and potential amendments. We will incur increased legal fees, personnel expenses, and other costs, as we
work to analyze and implement the necessary legal structure for full compliance with all applicable regulations. 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.
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On November 2, 2023, the SEC passed rules for the registration and regulation of security-based swap execution facilities. New Regulation SE under
the Exchange Act creates a regime for the registration and regulation of security-based SEFs. The new regulatory framework was one of the major reforms
required under Title VII of the Dodd-Frank Act relating to the over-the-counter derivatives market. In developing this proposal, the SEC sought to harmonize as
closely as practicable with parallel rules of the CFTC that govern SEFs and swap execution generally. Regulation SE implements the Exchange Act’s trade
execution requirement for security-based swaps and address the cross-border application of that requirement; implement Section 765 of the Dodd-Frank Act to
mitigate conflicts of interest at security-based SEFs and national securities exchanges that trade security-based swaps; and promote consistency between
proposed Regulation SE and existing rules under the Exchange Act. In August 2024, GFI Swaps Exchange LLC submitted an application to the SEC to become
an SEC registered SEF. In addition, on behalf of a number of our foreign platforms, we have requested an exemption from registration as an SEC SEF. The
exemptive relief is pending approval by the SEC. On January 29, 2025 the SEC approved GFI Swaps Exchange LLC’s application and the firm’s registration
became effective on February 27, 2025.
While we continue to have a compliance framework in place to comply with both CFTC and SEC 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.
Certain banks and other institutions may continue to be limited in their conduct of proprietary trading and may be further limited from trading in
certain derivatives. The new rules, including the proprietary trading restrictions for certain banks and other institutions, could materially impact transaction
volumes and liquidity in these markets and our business, financial condition, results of operations and prospects could be materially adversely impacted as a
result.
If we fail to continue to qualify as a SEF under any of these conditions, we may be unable to maintain our position as a provider of execution and
brokerage services in the markets for many of the OTC products for which we have traditionally acted as an intermediary. This would have a broad impact on
us and could have a material adverse effect on our business’ financial condition, results operations, and prospects.
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.
We engage in the brokerage of a wide range of energy and commodities products, including environmental and emission, power, oil, and natural gas
products. We also provide brokerage services associated with the shipping of certain energy and commodities products. These activities subject us and our
customers to extensive regulatory oversight, involving federal, state, and local and foreign commodities, energy, environmental, and other governmental laws,
and regulations and may result in significant costs and liabilities.
We or our clients may incur substantial costs in complying with current or future laws and regulations relating to our energy and commodities-related
activities. New regulation of OTC derivatives markets in the U.S. and similar legislation proposed or adopted abroad could impose significant costs and new
requirements on the commodities derivatives activities of us and our customers. Therefore, the overall reputation of us or our customers may be adversely
affected by the current or future regulatory environment. Failure to comply with these laws and regulations may result in substantial civil and criminal penalties
and fines for market participants.
The commodities-related activities of us and our customers are also subject to the risk of unforeseen catastrophic events, many of which are outside of
our control, which could result in significant liabilities for us or our customers. We may not be able to obtain insurance to cover these risks, and the insurance
that we have may be inadequate to cover our liabilities. The occurrence of any of such events may prevent us from performing under our agreements with
customers, may impair our operations, and may result in litigation, regulatory action, negative publicity or other reputational harm, which could have a material
negative effect on our business, financial condition, results of operations and prospects.
Our business, financial condition, results of operations and prospects could be materially adversely affected by new laws, rules, or
regulations, by changes in existing law, rules or regulations or the application thereof or by disagreements with regulatory agencies regarding the
application of such laws, rules or regulations.
The financial services industry, in general, is heavily regulated. Proposals for additional legislation further regulating the financial services industry
are periodically introduced in the U.S., the U.K., the EU, and other geographic areas. 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.
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Changes in legislation and in the rules and regulations promulgated by the SEC, FINRA, the CFTC, the NFA, the U.S. Treasury, the FCA, the
European Commission, ESMA and other domestic and international regulators and self-regulatory organizations, as well as changes in the interpretation or
enforcement of existing laws and rules, often directly affect the method of operation and profitability of brokerages and could result in restrictions in the way
we conduct our business. For example, the U.S. Congress, the U.S. Treasury, the Board of Governors of the Federal Reserve System, the SEC and the CFTC
are continuing to review the nature and scope of their regulation and oversight of the government securities markets and U.S. securities and derivative markets.
Furthermore, in Europe, MiFID II was implemented in January 2018. MiFID II requires a significant part of the market in these instruments to trade on trading
venues subject to pre- and post-trade transparency regimes and non-discriminatory fee structures and access. In addition, it has had a particularly significant
impact in several key areas, including corporate governance, transaction reporting, technology synchronization, best execution and investor protection. MiFID
II also introduced a new regulated execution venue category to accompany the existing Multilateral Trading Facility regime. The new venue category is known
as an OTF, and it captures much of the voice and hybrid trading in EU. Certain of our existing EU derivatives and fixed income execution business now take
place on OTFs, and we currently operate one OTF for each of the U.K.-regulated entities, one in France at Aurel BGC and one MTF under GFI Securities
Limited.
In the U.S., the SEC has proposed rules to expand Regulation ATS to cover ATS trading government securities. In addition, the proposed rules extend
Regulation SCI to ATS trading government securities.
In addition, the SEC has also adopted final rule amendments that have shortened the standard settlement cycle for most broker-dealer securities
transactions from two business days after the trade date (T+2) to one business day after the trade date (T+1). There may be additional settlement cycle changes
in the future. The shortening of settlement cycles may increase the operational demands, funding issues, fails penalties and buy‑ins associated with transactions,
and may require systems and process overhauls with associated cost and error risk.
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.
We believe that uncertainty and potential delays around the final form that such new laws and regulations might take may negatively impact trading
volumes in certain markets in which we transact. Increased capital requirements may also diminish transaction velocity. We believe that it remains premature to
know conclusively the specific aspects of the U.S., U.K. and EU proposals which may directly impact our business as some proposals have not yet been
finalized and others which have been proposed remain subject to further debate. Additionally, unintended consequences of the laws, rules and regulations may
adversely affect us in ways yet to be determined. We are unable to predict how any of these new laws, rules, regulations and proposals will be implemented or
in what form, or whether any additional or similar changes to laws, rules or regulations, including the interpretation or implementation thereof, will occur in the
future. Any such action could affect us in substantial and unpredictable ways and could have a material adverse effect on our businesses, financial condition,
results of operations and prospects.
Changes in our tax rates, unavailability of certain tax credits or reliefs, exposure to additional tax liabilities or assessments or challenges to
our tax positions or interpretations could adversely affect our results of operations and financial condition.
We are subject to tax risks inherent in operating a global business in various jurisdictions, including increased taxes and levies and future changes in
income tax regulations. The authorities of countries in which we have offices or do business may from time-to-time institute changes to tax law that, if
applicable to us, could have a material adverse effect on our business, financial condition, results of operations and prospects. It is possible that one or more of
such provisions could negatively impact our costs and our effective tax rate, which would affect our after-tax earnings. If any of such changes to tax law were
implemented and/or deemed to apply to us, they could have a material adverse effect on our business, financial condition, results of operations and prospects,
including on our ability to attract, compensate and retain brokers, salespeople, managers, technology professionals and other front-office personnel. Similarly,
our tax positions and interpretations of the application of tax laws, including to our business and to our structure and those of our subsidiaries, have been
challenged in the past and may be challenged in the future. If we are unable to successfully address any such challenge, it could have a material adverse effect
on our business, financial condition, results of operations and prospects.
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Risks Related to Competition
Because competition for the services of brokers, salespeople, managers, technology professionals and other front-office personnel in the
financial services industry is intense, it could affect our ability to attract and retain a sufficient number of highly skilled brokers or other professional
services personnel, in turn adversely impacting our revenues, resulting in a material adverse effect on our business, financial condition, results of
operations and prospects.
Our ability to provide high-quality brokerage and other professional services and maintain long-term relationships with our customers depends, in
large part, upon our brokers, salespeople, managers, technology professionals and other front-office personnel. As a result, we must attract and retain highly
qualified personnel.
Competition for talent is intense, especially for brokers with experience in the specialized businesses in which we participate or may seek to enter. If
we are unable to hire or retain highly qualified professionals, including retaining those employed by businesses we acquire in the future, we may not be able to
enter new brokerage markets or develop new products or services or adequately service our existing clients and product sets. If we lose key brokers in a
particular market in which we participate, our revenues may decrease, and we may lose market share.
In addition, recruitment and retention of qualified professionals could result in substantial additional costs, including costs and management time
associated with litigation, arbitration or other claims related to employee hires and/or departures.
If we fail to attract new personnel, or fail to retain and motivate our current personnel, or if we incur increased costs or restrictions associated with
attracting and retaining personnel (such as lawsuits, arbitrations, sign-on or guaranteed bonuses or forgivable loans), our business, financial condition, results
of operations and prospects could be materially and adversely affected.
We face strong competition from brokerages, trading platforms, exchanges, and other financial services firms, many of which have greater
market presence, marketing capabilities and financial, technological and personnel resources than we have, which could lead to pricing pressures that
could adversely impact our revenues and as a result could materially adversely affect our business, financial condition, results of operations and
prospects.
The financial services industry is intensely competitive and is expected to remain so. We primarily compete with two major, diversified inter-dealer
brokers and financial intermediaries: TP ICAP and Tradition. TP ICAP and Tradition are currently publicly traded companies. Other inter-dealer broker and
financial intermediary competitors include a number of smaller, privately held firms that tend to specialize in specific products and services or geographic
areas.
We also compete with companies that provide alternative products and services, such as contracts traded on futures exchanges, and trading processes,
such as the direct dealer-to-dealer market for government securities and exchange markets for corporate equities, debt and other securities. We increasingly
compete, directly or indirectly, with exchanges for the execution of trades in certain products, mainly in fixed income products and derivatives, such as futures,
swaps, options, and options on futures, such as the platforms operated by the CME Group. We also directly compete with the CME Group through our FMX
Futures Exchange. Certain exchanges have made and will likely continue to make attempts to move certain OTC-traded products to exchange-based execution,
or to create listed derivatives products that mimic the qualities of similar OTC-traded products. We also compete with consortia, which are created or funded
from time to time by banks, broker-dealers and other companies involved in financial services to compete in various markets with exchanges and inter-dealer
brokers. We may compete in OTC-traded products with platforms, such as those owned by MarketAxess Holdings Inc. and Tradeweb Markets, in fixed income
products or various OTC FX platforms owned by exchanges such as CME, CBOE and Deutsche Börse. In addition, financial data and information firms such
as LSEG Data & Analytics and Bloomberg L.P. operate trading platforms for both OTC and listed products and may attempt to compete with us for trade
execution in the future. 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.
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;
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•
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.
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. If we are not able to compete successfully in the future, our revenues could be
adversely impacted, and as a result our business, financial condition, results of operations and prospects could be materially adversely affected.
Competition for financial brokerage transactions also has resulted in substantial commission discounting by brokers that compete with us for business.
Further discounting could adversely impact our revenues and margins and, as a result, could materially adversely affect our business, financial condition,
results of operations and prospects.
Our operations also include the sale of pricing and transactional data and information produced by our brokerage operations to securities information
processors and/or vendors. There is a high degree of competition in pricing and transaction reporting products and services, and such businesses may become
more competitive in the future. Competitors and customers of our financial brokerage business have together and individually offered market data and
information products and services in competition with those offered and expected to be offered by us.
Consolidation and concentration of market share in the banking, brokerage, exchange and financial services industries could materially
adversely affect our business, financial condition, results of operations and prospects because we may not be able to compete successfully.
Over time, there has been substantial consolidation and concentration of market share among companies in the banking, brokerage, exchange, and
financial services industries, resulting in increasingly large existing and potential competitors, and increased concentration in markets dominated by some of
our largest customers.
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. Additionally, the sales and trading global revenue market
share has generally become more concentrated over the past several years among the top investment banks across equities, fixed income, currencies, and
commodities.
We also face existing and potential competition from large exchanges, which seek or may seek to migrate trading from the inter-dealer market to their
own platform. Consolidation and concentration of market share are occurring in this area as well. Consolidation among exchanges may increase their financial
resources and ability to compete with us.
Continued consolidation and concentration of market share in the financial services industry and especially among our customers could lead to the
exertion of additional pricing pressure by our customers, impacting the commissions and spreads we generate from our brokerage services. Further, the
consolidation and concentration among exchanges, and expansion by these exchanges into derivative and other non-equity trading markets, will increase
competition for customer trades and place additional pricing pressure on commissions and spreads. These developments have increased competition from firms
with potentially greater access to capital resources than we have. Finally, consolidation among our competitors, other than exchanges, could result in increased
resources and product or service offerings for our competitors. If we are not able to compete successfully in the future, our business, financial condition, results
of operations and prospects could be materially adversely affected.
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Risks Related to Our International Operations
We are subject to various risks inherent in doing business in the international financial markets, in addition to those unique to the regulated
brokerage industry.
We currently provide products and services to customers in many foreign countries, and may seek to expand our operations into additional
jurisdictions. On a consolidated basis, revenues from foreign countries were approximately $2.0 billion, or approximately 66% of total revenues, for the year
ended December 31, 2025. In many countries, the laws, rules and regulations applicable to the financial services industry are uncertain and evolving, and it
may be difficult for us to determine the exact requirements of local regulations in every jurisdiction. Our inability to remain in compliance with local laws,
rules and regulations in a particular foreign jurisdiction could have a significant and negative effect not only on our business in that market, but on our
reputation generally. If we are unable to manage any of these risks effectively, our business, financial condition, results of operations and prospects could be
adversely affected.
Our international activities are subject to a number of laws generally, including laws that prohibit corruption, anti-bribery laws, import and export
control law, and economic and trade sanctions programs. We may not be successful in complying with these laws in all situations and violations may result in
material monetary fines, penalties, and other costs or sanctions against us.
There are also certain additional political, economic, legal, operational, and other risks inherent in doing business in international financial markets,
particularly in the regulated financial services industry. 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.
In emerging market countries, we primarily conduct our business on an agency and matched principal basis, where the risk of counterparty
default, inconvertibility events and sovereign default is greater than in more developed countries.
We enter transactions in cash and derivative instruments primarily on an agency and matched principal basis with counterparties domiciled in
countries in Latin America, Eastern Europe and Asia. Transactions with these counterparties are generally in instruments or contracts of sovereign or corporate
issuers located in the same country as the counterparty. This exposes us to a higher degree of sovereign or convertibility risk than in more developed countries.
In addition, these risks may entail correlated risks. A correlated risk arises when the counterparty’s inability to meet its obligations also corresponds to a decline
in the value of the instrument traded. In the case of a sovereign convertibility event or outright default, the counterparty to the trade may be unable to pay or
transfer payment of an instrument purchased out of the country when the value of the instrument has declined due to the default or convertibility event. A
global financial crisis of would heighten the risk of sovereign or convertibility events in emerging markets similar to the events that occurred in previous
financial downturns. Our risk management function monitors the creditworthiness of emerging countries and counterparties on an ongoing basis and, when the
risk of inconvertibility or sovereign default is deemed to be too great, correlated transactions or all transactions may be restricted or suspended. However, there
can be no assurance that these procedures will be effective in controlling these risks.
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Our operations are global and exchange rate fluctuations and international market events could materially and adversely impact our
business, financial condition, results of operations and prospects.
Because our operations are global, we are exposed to risks associated with changes in FX rates. Changes in foreign currency rates create volatility in
the U.S. dollar equivalent of revenues and expenses which may result in higher or lower values than in an otherwise constant currency exchange rate
environment, in particular with regard to British Pounds and Euros. In addition, changes in the remeasurement of our foreign currency denominated net assets
are recorded as part of our results of operations and fluctuate with changes in foreign currency rates. We monitor our net exposure to foreign currencies on a
daily basis and we may hedge our exposure as deemed appropriate with major financial institutions. 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. In particular, during the fourth quarter and full year ending December 31, 2025, certain of our expenses increased as a result of the sustained
weakening of the U.S. dollar against currencies in which we incur expenses, thereby increasing the U.S. dollar equivalent of those costs. A sustained increase in
such expenses as a result of currency fluctuations may negatively impact our financial condition, results of operations and prospects. For additional information
on our foreign currency risk, refer to “Foreign Currency Risk” in Part II, “Item 7A – Quantitative and Qualitative Disclosures About Market Risk.”
Furthermore, our revenues derived from non-U.S. operations are subject to risk of loss from social or political instability, changes in government
policies or policies of central banks, downgrades in the credit ratings of sovereign countries, expropriation, nationalization, confiscation of assets and
unfavorable legislative, political developments, and other events in such non-U.S. jurisdictions. Revenues from the trading of non-U.S. securities may be
subject to negative fluctuations as a result of the above factors. The impact of these fluctuations on our results could be magnified because non-U.S. trading
markets, particularly in emerging market countries, are smaller, less liquid, and more volatile than U.S. trading markets.
Our business is geographically concentrated and could be significantly affected by any adverse change in the regions in which we operate.
Historically, our business operations have been substantially located in the U.S. and the U.K. While we are expanding our business to new geographic
areas, we are still highly concentrated in these areas. 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. If we are
unable to identify and successfully manage or mitigate these risks, our business, financial condition, results of operations and prospects could be materially
adversely affected.
Credit Risk
Credit ratings downgrades or defaults by us, Cantor or another large financial institution could adversely affect us or financial markets
generally.
The commercial soundness of many financial institutions may be closely interrelated as a result of interconnectedness arising from credit, trading,
clearing or other relationships between the institutions. A default by one of our customers could lead to liquidity concerns in our business and, to the extent that
Cantor or another entity that clears for us has difficulty meeting capital requirements or otherwise meeting its obligations, we may need to provide our own
liquidity.
As a result, concerns about, or a default or threatened default by, one institution could lead to significant market-wide liquidity problems, losses, or
defaults by other institutions. This is sometimes referred to as “systemic risk” and may adversely affect financial intermediaries, such as clearing agencies,
clearing houses, banks, securities firms and exchanges, with which we transact on a regular basis, and therefore could adversely affect us. Similarly, our
vendors, including insurance companies and other providers, are subject to normal business risks as well as risks related to changes in U.S. and international
economic and market conditions. Failure of any of these vendor institutions could also materially adversely affect us.
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Our credit ratings and associated outlooks are critical to our reputation and operational and financial success. 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,
including with Cantor, acquisitions or dispositions of assets and other matters. Our credit ratings and/or the associated rating outlooks can be revised upward or
downward at any time by a rating agency if such rating agency decides the circumstances of BGC or related companies warrant such a change. Any negative
change or a downgrade in credit ratings and/or the associated ratings outlooks could adversely affect the availability of debt financing on acceptable terms, as
well as the cost and other terms upon which any such financing can be obtained. See “—Risks Related to Liquidity, Funding and Indebtedness—Credit ratings
downgrades could adversely affect our cost of capital and the availability of debt financing.” In addition, credit ratings and associated outlooks may be
important to customers or counterparties in certain markets and in certain transactions. 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. For example, our customers and counterparties may not deliver securities to one of our
operating subsidiaries which has sold those securities to another customer. If the securities due to be delivered have increased in value, there is a risk that we
may have to expend our own funds in connection with the purchase of other securities to consummate the transaction. While we will take steps to ensure that
our customers and counterparties have high credit standings and that financing transactions are adequately collateralized, the large dollar amounts that may be
involved in our broker-dealer and financing transactions could subject us to significant losses if, as a result of customer or counterparty failures to meet
commitments, we were to incur significant costs in liquidating or covering our positions in the open market.
We have adopted policies and procedures to identify, monitor and manage credit and market risks, in both agency and principal transactions,
leveraging risk reporting and control procedures and by monitoring credit standards applicable to our customers and counterparties. These policies and
procedures, however, may not be fully effective, particularly against fraud, unauthorized trading, and similar incidents. Some of these risk management
methods depend upon the evaluation of information regarding markets, customers, counterparties, or other matters that are publicly available or otherwise
accessible by us. That information may not, in all cases, be accurate, complete, up-to-date, or properly evaluated. If our policies and procedures are not fully
effective or we are not always successful in monitoring or evaluating the risks to which we are, or may be, exposed, our business, financial condition, results of
operations and prospects could be materially adversely affected. In addition, our insurance policies do not provide coverage for these risks.
Transactions executed on a matched principal basis where the instrument has the same or similar characteristics to the counterparty may expose us to
correlation risk. In this case, the counterparty’s inability to meet its obligations will also result in the value of the instrument declining. For example, if we were
to enter into a transaction to sell to a customer a bond or structured note where the issuer or credit support provider was such customer’s affiliate, the value of
the instrument would decline in value in tandem with the default. This correlation has the potential effect of magnifying the credit loss.
We are subject to financing risk because, if a transaction does not settle on a timely basis, the resulting unmatched position may need to be financed,
either directly by us or through one of the clearing organizations, at our expense. These charges may be recoverable from the failing counterparty, but
sometimes they are not. In addition, in instances where the unmatched position or failure to deliver is prolonged or widespread due to rapid or widespread
declines in liquidity for an instrument, there may also be regulatory capital charges required to be taken by us, which, depending on their size and duration,
could limit our business flexibility or even force the curtailment of those portions of our business requiring higher levels of capital. Credit or settlement losses
of this nature could materially adversely affect our business, financial condition, results of operations and prospects.
Disruptions in the financial markets have also led to the exposure of several cases of financial fraud. If we were to have trading activity on an agency
or principal basis with an entity engaged in defrauding investors or counterparties, we could bear the risk that the counterparty would not have the financial
resources to meet their obligations, resulting in a credit loss. 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.
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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. After all material terms of a transaction are agreed upon, we identify the buyer and seller to each other and leave them to settle the trade
directly. We are exposed to credit risk for commissions, as we bill customers for our agency brokerage services. Our customers may default on their obligations
to us due to disputes, bankruptcy, lack of liquidity, operational failure, or other reasons. Any losses arising from such defaults could materially adversely affect
our business, financial condition, results of operations and prospects.
Concentration and Market Risk
Given the concentration of our brokerage business on our ECS and Rates products, we could be significantly affected by any downturn in
those product markets.
We offer our brokerage services in five broad product categories: ECS, Rates, FX, Credit, and Equities. For the year ended December 31, 2025, our
ECS asset class was our largest product category and accounted for approximately 37.1% of our total brokerage revenues on a consolidated basis. Our Rates
asset class has historically been our largest product category but is now our second largest product category, which accounted for approximately 28.4% of our
total brokerage revenues on a consolidated basis for the year ended December 31, 2025. 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. 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.
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. If we were to lose one or more of these significant customers for any reason,
including as a result of further consolidation and concentration in the financial services industry, and not be compensated for such loss by doing additional
business with other customers or by adding new customers, our revenues would decline significantly and our business, financial condition, results of operations
and prospects would materially suffer.
Our revenues and profitability could be reduced or otherwise materially adversely affected by pricing plans relating to commissions and fees
on our trading platform.
We negotiate from time to time with certain customers (including many of our largest customers) to enter into customized volume discount pricing
plans. While the pricing plans are designed to encourage customers to drive higher volumes across our business and to be more active on our Fully Electronic
trade execution platform, they reduce the amount of commissions and fees payable to us by certain of our most active customers for certain products, which
could reduce our revenues and constrain our profitability. From time to time, these pricing plans come up for renewal. Failure of a number of our larger
customers to enter into renewed agreements, or agreements on terms as favorable as existing agreements, could have a material adverse effect on volumes on
our Fully Electronic trade execution platform, the commissions payable to us, our revenues and our profitability.
Reduced spreads in pricing, levels of trading activity and trading through market makers and/or specialists could materially adversely affect
our business, financial condition, results of operations and prospects.
Computer-generated buy/sell programs and other technological advances, including AI, and regulatory changes in the marketplace may continue to
tighten securities spreads. In addition, new and enhanced alternative trading systems, such as electronic communications networks, have emerged as
alternatives for individual and institutional investors, as well as brokerage firms. As such systems do not direct trades through market makers, their use could
result in reduced revenues for us or for our customers. In addition, reduced trading levels could lead to lower revenues which could materially adversely affect
our businesses, financial condition, results of operations and prospects.
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We have market risk exposure from unmatched principal transactions entered into by some of our desks, which could result in losses that
could have a material adverse effect on our business, financial condition, results of operations, and prospects for any particular reporting period. In
addition, financial fraud or unauthorized trading activity could also adversely impact our business, financial condition, results of operations and
prospects.
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.
Market risk refers to the risk that a change in the level of one or more market prices, rates, indices or other factors will result in losses for a specified
position. We may allow certain of our desks to enter into unmatched principal transactions in the ordinary course of business and hold long and short inventory
positions. These transactions are primarily for the purpose of managing proprietary positions, facilitating customer execution needs, adding liquidity to a
market or attracting additional order flow. As a result, we may have market risk exposure on these transactions. Our exposure varies based on the size of the
overall position, the terms and liquidity of the instruments brokered and the amount of time the position is held before we dispose of the position. Although we
have limited ability to track our exposure to market risk and unmatched positions on an intra-day basis, we attempt to mitigate market risk on these positions by
imposing strict risk limits, extremely limited holding periods and active risk management, including hedging our exposure. These positions are intended to be
held short term, and generally to facilitate customer transactions. However, due to a number of factors, including the nature of the position and access to the
market on which it trades, we may not be able to unwind the position and we may be forced to hold the position for a longer period than anticipated. All
positions held longer than intra-day are marked to market.
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. 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.
Such activity is intended, among other things, to assist us and other affiliates in managing proprietary positions (including, but not limited to, those established
as a result of combination trades and errors), facilitating transactions, framing markets, adding liquidity, increasing commissions and attracting order flow.
From a risk management perspective, we monitor risk daily, on an end-of-day basis, and desk managers generally monitor such exposure on a
continuous basis. Any unmatched positions are intended to be disposed of in the short term. However, due to a number of factors, including the nature of the
position and access to the markets on which we trade, we may not be able to match the position or effectively hedge its exposure and often may be forced to
hold a position overnight that has not been hedged. To the extent these unmatched positions are not disposed of intra-day, we mark these positions to market.
Adverse movements in the market values of assets or other reference benchmarks underlying these positions or a downturn or disruption in the markets for
these positions could result in a loss. In the event of any unauthorized trading activity or financial fraud that is not detected by management, it is possible that
these unmatched positions could be outstanding for a long period. At the time of any sales and settlements of these positions, the price we ultimately realize
will depend on the demand and liquidity in the market at that time and may be materially lower than their current fair values. In addition, our estimates or
determinations of the values of our various positions, assets or business are subject to the accuracy of our assumptions and the valuation models or multiples
used. Any principal losses and gains resulting from these positions could on occasion have disproportionate effects, negative or positive, on our business,
financial condition, results of operations and prospects for any particular reporting period.
In addition, we have had and may again have considerable holdings of marketable securities received by us as consideration for the sale of certain
businesses. We may seek to manage the market risk exposure inherent in such holdings by minimizing the effect of price changes on a portion of such holdings,
including through the use of derivative contracts. There can, however, be no assurance that our hedging activities will be adequate to protect us against price
risks associated with these holdings, or that the costs of such hedging activities will not be significant. Further, any such hedging activities and other risk
management techniques may not be fully effective in mitigating our risk exposure in all market environments or against all types of risk, including unpredicted
price movements, counterparty defaults or other risks that are unidentified or unanticipated. Any such events could have a material adverse effect on our
business, financial condition, results of operations and prospects.
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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.
We may have equity investments or profit sharing interests in entities whose primary business is proprietary trading. The accounting treatment applied
for these investments varies depending on a number of factors, including, but not limited to, our percentage ownership or profit share and whether we have any
influence or control over the relevant entity. Under certain accounting standards, any losses experienced by these entities on their investment activities could
adversely impact our net income and the value of our assets. In addition, if these entities were to fail and cease operations, we could lose the entire value of our
investment and the stream of any shared profits from trading.
RISKS RELATED TO OUR CORPORATE STRUCTURE
Because our voting control is concentrated among the holders of our Class B common stock, the market price of our Class A common stock
may be materially adversely affected by its disparate voting rights.
The holders of our Class A common stock and Class B common stock have substantially identical rights, except that holders of Class A common stock
are entitled to one vote per share, while holders of Class B common stock are entitled to 10 votes per share on all matters to be voted on by stockholders in
general.
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 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. 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.
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.
Delaware law may protect decisions of our Board that have a different effect on holders of our Class A common stock and Class B common
stock.
Stockholders may not be able to challenge decisions that have an adverse effect upon holders of our Class A common stock compared to holders of our
Class B common stock if our Board acts in a disinterested, informed manner with respect to these decisions, in good faith and in the belief that it is acting in the
best interests of our stockholders. Delaware law generally provides that a Board owes an equal duty to all stockholders, regardless of class or series, and does
not have separate or additional duties to different groups of stockholders, subject to applicable provisions set forth in a corporation’s certificate of incorporation
and general principles of corporate law and fiduciary duties.
Delaware law, our corporate organizational documents and other requirements may impose various impediments to the ability of a third
party to acquire control of us, which could deprive investors in our Class A common stock of the opportunity to receive a premium for their shares.
We are a Delaware corporation, and the anti-takeover provisions of Delaware law impose various impediments to the ability of a third party to acquire
control of us, even if a change of control would be beneficial to our Class A stockholders. Some provisions of the DGCL, our amended and restated certificate
of incorporation, and our amended and restated bylaws could make the following more difficult:
•
acquisition of us by means of a tender offer;
•
acquiring control of our Board by means of a proxy contest or otherwise; or
•
removal of our incumbent officers and directors.
These provisions, summarized below, may discourage coercive takeover practices and inadequate takeover bids. These provisions may also encourage
persons seeking to acquire control of us to first negotiate with our Board. We believe that the benefits of increased protection give us the potential ability to
negotiate with the initiator of an unfriendly or unsolicited proposal to acquire or restructure us and outweigh the disadvantages of discouraging those proposals
because negotiation of them could result in an improvement of their terms.
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Our bylaws provide that special meetings of stockholders may be called only by the Chairman of our Board, or in the event the Chairman of our Board
is unavailable, by any Chief Executive Officer or by the holders of a majority of the voting power of our Class B common stock, which is held by Cantor. In
addition, our restated certificate of incorporation permits us to issue “blank check” preferred stock.
Our bylaws require advance written notice prior to a meeting of our stockholders of a proposal or director nomination which a stockholder desires to
present at such a meeting, which generally must be received by our Secretary not later than 120 days prior to the first anniversary of the date of our proxy
statement for the preceding year’s annual meeting. In the event that the date of the annual meeting is more than 30 days before or more than 60 days after such
anniversary date, notice by the stockholder to be timely must be so delivered not later than the close of business on the later of the 120th day prior to the date of
such proxy statement or the tenth day following the day on which public announcement of the date of such meeting is first made by us. 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 general, Section 203 of the DGCL prohibits a publicly held Delaware corporation from engaging in a
“business combination” with an “interested stockholder” for a period of three years following the date the person became an interested stockholder, unless the
“business combination” or the transaction in which the person became an “interested stockholder” is approved in a prescribed manner. Generally, a “business
combination” includes a merger, asset or stock sale or other transaction resulting in a financial benefit to the “interested stockholder.” An “interested
stockholder” is a person who, together with affiliates and associates, owns 15% or more of a corporation’s outstanding voting stock, or was the owner of 15%
or more of a corporation’s outstanding voting stock at any time within the prior three years, other than “interested stockholders” prior to the time our Class A
common stock was traded on Nasdaq. The existence of this provision would be expected to have an anti-takeover effect with respect to transactions not
approved in advance by our Board, including discouraging takeover attempts that might result in a premium over the market price for shares of our Class A
common stock.
In addition, our brokerage business is heavily regulated and some of our regulators require that they approve transactions which could result in a
change of control, as defined by the then-applicable rules of our regulators. The requirement that this approval be obtained may prevent or delay transactions
that would result in a change of control.
Additionally, change in control and employment agreements between us and our named executive officers also provide for certain grants, payments,
and grants of exchangeability, and exercisability in the event of certain change of control events.
The foregoing factors, as well as the significant common stock ownership by Cantor, including shares of our Class B common stock, and the
provisions of any debt agreements, could impede a merger, takeover or other business combination or discourage a potential investor from making a tender
offer for our Class A common stock that could result in a premium over the market price for shares of Class A common stock.
The dual class structure of our common stock may adversely affect the trading market for our Class A common stock.
S&P Dow Jones Indices and FTSE Russell have previously excluded companies with multiple classes of shares of common stock from being added to
their indices or limited their inclusion in them. In addition, several shareholder advisory firms have announced their opposition to the use of multiple class
structures. It is possible that the dual class structure of our common stock may prevent the inclusion of our Class A common stock in such indices and may
cause shareholder advisory firms to publish negative commentary about our corporate governance practices or otherwise seek to cause us to change our capital
structure. Any such exclusion from indices could result in a less active trading market for our Class A common stock. Any actions or publications by
shareholder advisory firms critical of our corporate governance practices or capital structure could also adversely affect the value of our Class A common stock.
We are a holding company and, accordingly are dependent upon distributions from BGC U.S. OpCo and BGC Global OpCo to pay
dividends, taxes and indebtedness and other expenses and to make repurchases of our Class A common stock. There can be no assurance that future
dividends will be paid, that dividend amounts will be maintained or that repurchases will be made at current or future levels.
We are a holding company with no direct operations and will be able to pay dividends, taxes and other expenses, and to make repurchases of shares
our Class A common stock or other equity interests in us or in our subsidiaries, only from our available cash on hand and funds received from distributions,
loans or other payments, from our operating subsidiaries. As discussed above, regulatory, tax restrictions or elections, and other legal or contractual restrictions
may limit our ability to transfer funds freely from our subsidiaries. In addition, any unanticipated accounting, tax or other charges against net income could
adversely affect our ability to pay dividends and to make repurchases of our Class A common stock.
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While we paid quarterly dividends of $0.02 per share in 2025, we plan to continue to prioritize share repurchases over dividends and distributions. The
Inflation Reduction Act of 2022 provides for a new U.S. federal 1% excise tax on stock repurchases, which has been in effect since January 1, 2023. We
continue to analyze the impacts of the IR Act and related regulatory developments.
Our ability to pay dividends may be limited by regulatory considerations as well as by covenants contained in financing or other agreements. In
addition, under Delaware law, dividends may be payable only out of surplus, which is our net assets minus our capital (as defined under Delaware law), or, if
we have no surplus, out of our net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year. Accordingly, any unanticipated
accounting, tax, regulatory or other charges against net income may adversely affect our ability to declare and pay dividends.
Our Board and our Audit Committee have authorized repurchases of shares of BGC Class A common stock or other equity interests in us or in
subsidiaries, from Cantor, our executive officers, other employees, and others. 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 February 27, 2026, we had approximately $386.9 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. In addition, from time to time, we may reinvest all
or a portion of the distributions we receive from our operating subsidiaries in our business. Accordingly, there can be no assurance that future dividends will be
paid or that dividend amounts will be maintained or that repurchases and purchases will be made at current or future levels.
We are a “controlled company” within the meaning of the Nasdaq Stock Market rules and we qualify for certain exemptions from the corporate
governance requirements for companies listed on Nasdaq. While we have not relied on any exemptions from these corporate governance standards to date, we
may elect to do so in the future.
Cantor and CFGM control a majority of the voting power of our outstanding common stock. As a result, we are a “controlled company” within the
meaning of the Nasdaq Stock Market rules. Under these rules, a company of which more than 50% of the voting power is held by an individual, group or
another company is a “controlled company” and may elect not to comply with certain Nasdaq rules regarding corporate governance, including:
•
the requirement that a majority of its board of directors consist of independent directors;
•
the requirement that its director nominees be selected or recommended for the board of directors’ selection by a majority of the independent directors
in a vote in which only independent directors participate or by a nominating committee comprised solely of independent directors, in either case, with
a formal written charter or board resolutions, as applicable, addressing the nominations process and such related matters as may be required under the
federal securities laws; and
•
the requirement that its compensation committee be composed entirely of independent directors with a written charter addressing the committee’s
purpose and responsibilities.
We currently do not rely on any of these exemptions and are barred from doing so under our bylaws. Additionally, relying on certain of these
exemptions would require amending applicable corporate governance documents, such as our Corporate Governance Guidelines or Board committee charters.
While we have no current plan to take such action, in the future we may consider amending our bylaws and applicable corporate governance documents, and
begin relying on all or a portion of these exemptions. In such case, our stockholders will not have the same protections afforded to stockholders of companies
that are subject to all of Nasdaq’s rules. Our status as a controlled company could make our Class A common stock less attractive to some investors or
otherwise harm our stock price.
If we were deemed an “investment company” under the Investment Company Act, the Investment Company Act’s restrictions could make it
impractical for us to continue our business.
Generally, an entity is deemed an “investment company” under Section 3(a)(1)(A) of the Investment Company Act if it is primarily engaged in the
business of investing, reinvesting, or trading in securities, and is deemed an “investment company” under Section 3(a)(1)(C) of the Investment Company Act if
it owns “investment securities” having a value exceeding 40% of the value of its total assets (exclusive of U.S. Government Securities and cash items) on an
unconsolidated basis. We believe that we should not be deemed an “investment company” as defined under Section 3(a)(1)(A) because we are not primarily
engaged in the business of investing, reinvesting, or trading in securities. Rather, through our operating subsidiaries, we are primarily engaged in the operation
of various types of brokerage businesses as described in this Annual Report on Form 10-K. We are not an “investment company” under Section 3(a)(1)(C)
because more than 60% of the value of our total assets on an unconsolidated basis are interests in majority-owned subsidiaries that are not themselves
“investment companies.” In particular, our brokerage subsidiaries are entitled to rely on, among other things, the broker-dealer/market intermediary exemption
in Section 3(c)(2) of the Investment Company Act.
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To ensure that we are not deemed an “investment company” under the Investment Company Act, we need to be primarily engaged, directly or
indirectly, in the non-investment company businesses of our operating subsidiaries. If we were to cease participation in the management of our operating
subsidiaries, that would increase the possibility that we could be deemed an “investment company.” Further, if we were deemed not to have a majority of the
voting power of our operating subsidiaries, that would increase the possibility that we could be deemed an “investment company,” our interests in our operating
subsidiaries could be deemed “investment securities,” and we could be deemed an “investment company.”
We expect to take all legally permissible action to ensure that we are not deemed an investment company under the Investment Company Act, but no
assurance can be given that this will not occur.
The Investment Company Act and the rules thereunder contain detailed prescriptions for the organization and operations of investment companies.
Among other things, the Investment Company Act and the rules thereunder limit or prohibit transactions with affiliates, limit the issuance of debt and equity
securities, prohibit the issuance of stock options, and impose certain governance requirements. If anything were to happen that would cause us to be deemed to
be an “investment company” under the Investment Company Act, the Investment Company Act would limit our or its capital structure, ability to transact
business with affiliates, and ability to compensate key employees. Therefore, if we became subject to the Investment Company Act, it could make it impractical
to continue our business in this structure, impair agreements and arrangements, and impair the transactions contemplated by those agreements and
arrangements, between and among us and our operating subsidiaries, or any combination thereof, and materially adversely affect our business, financial
condition, results of operations, and prospects.
We expect Cantor to manage its continued ownership of us so that it will not be deemed to be an investment company under the Investment Company
Act, including by maintaining its voting power in us above a majority absent an applicable exemption from the Investment Company Act. This may result in
conflicts with us, including those relating to acquisitions or offerings by us involving issuances of shares of our Class A common stock, or securities
convertible or exchangeable into shares of our Class A common stock, which would dilute Cantor’s voting power in us. See “—Risks Related to Our
Relationship with Cantor and its Affiliates” for more information on risks related to Cantor and CFGM’s control of us.
Risks Related to Our Relationship with Cantor and its Affiliates
We are controlled by Cantor and CFGM, which are controlled by Mr. Brandon Lutnick, whose interests may conflict with ours and who may
exercise their control in a way that favors their interests to our detriment, and these relationships may subject us to particular scrutiny.
We are controlled by Cantor and CFGM, which are controlled indirectly by Mr. Brandon Lutnick, Cantor’s Chief Executive Officer and Chairman and
CFGM’s Chief Executive Officer. As of February 27, 2026, Mr. Brandon Lutnick beneficially owned 2.0 million shares of our Class A common stock and
109.4 million shares of our Class B common stock, collectively representing 75.1% of the total voting power of our outstanding common stock.
Since our inception, we have been controlled directly by Cantor and, through last year, indirectly by Mr. Howard Lutnick, our former Chief Executive
Officer and Chairman, through his control of Cantor. Following his confirmation as the 41st U.S. Secretary of Commerce on February 18, 2025, his son, Mr.
Brandon Lutnick, was appointed as Chief Executive Officer and Chairman of Cantor and Chief Executive Officer of CFGM and as a member of our Board of
Directors, and his son, Mr. Kyle Lutnick, was appointed as Executive Vice Chairman of Cantor and President of CFGM. See “Business—Our History.” On
October 6, 2025, the divestiture of Mr. Howard Lutnick’s holdings was completed in compliance with U.S. government ethics rules. See “Business—Our
Organizational Structure—2025 Mr. Howard Lutnick Divestiture Events and Lutnick Family Voting and Transfer Agreement” for more information.
Cantor, CFGM, and Mr. Brandon Lutnick, indirectly through his control of Cantor and CFGM, are each able to exercise control over our management
and affairs and all matters requiring stockholder approval, including the election of our directors and determinations with respect to acquisitions and
dispositions, as well as material expansions or contractions of our business, entry into new lines of business and borrowings and issuances of our Class A
common stock and Class B common stock or other securities. This control is subject to the approval of our Audit Committee on those matters requiring such
approval. Cantor’s voting power may also have the effect of delaying or preventing a change of control of us.
Cantor’s, CFGM,’s and/or Mr. Brandon Lutnick’s ability to exercise control or influence over us could create or appear to create potential conflicts of
interest. Conflicts of interest or the appearance thereof may arise between us and Mr. Brandon Lutnick, Cantor and CFGM and/or other members of the Lutnick
family in a number of areas relating to our past and ongoing relationships, including:
•
potential acquisitions and dispositions of businesses, mergers, joint ventures, investments or similar transactions, and the entry into new or
expansion of existing business lines;
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•
the issuance, acquisition or disposition of securities by us;
•
the election of new or additional directors to our Board and/or causing the appointment of executive officers or other members of the
management team, any of which could be members of the Lutnick family;
•
the payment of dividends by us (if any), and repurchases of shares of our Class A common stock or other equity interests in our subsidiaries,
including from Cantor, our executive officers, other employees, and others;
•
any loans to or from us or Cantor, or any financings or credit arrangements that relate to or depend on our relationship with Cantor or its
relationship with us;
•
clients of ours who may also be clients of Cantor or Newmark, and any preferential terms or terms perceived as being preferential that may
be extended to such clients by Cantor, Newmark or us;
•
investment banking services or advisory services provided by Cantor, CF&Co and its affiliates, and any customary fees and commissions
associated with such services;
•
market making or underwriting provided by Cantor, CF&Co and its affiliates for our notes once the appropriate registration statement is filed
with the SEC;
•
intellectual property matters;
•
business combinations involving us;
•
business operations or business opportunities of ours and Cantor’s that would compete with the other party’s business opportunities,
including Cantor’s and our brokerage and financial services;
•
conflicts between our agency trading for primary and secondary bond sales and Cantor’s investment banking bond origination business;
•
competition between our and Cantor’s other equity derivatives and cash equity inter-dealer brokerage businesses;
•
the nature, quality and pricing of administrative services to be provided to or by Cantor and/or Tower Bridge;
•
provision of clearing capital pursuant to the Clearing Agreement;
•
any positions by members of the Lutnick family with us, including as directors or officers, and our affiliates, Newmark and/or Cantor and
their ownership of any of our equity or the equity of any of Cantor’s other affiliates; and
•
any transactions between us or any of our affiliates and the U.S. government or related entities or any actual or perceived conflicts of interests
related thereto.
Further, potential allegations of conflicts or reputational impacts could occur, which may have an adverse effect on our business. In addition to
Cantor’s control of us, members of the Lutnick family have been or currently are members of our Board, employed by and/or involved in the management of
our and our affiliates’ businesses, and may in the future be appointed to our Board or our management team. Further, Mr. Howard Lutnick’s government role
and high profile may subject him to additional conflicts and ethics rules, regulatory or media scrutiny and reputational risk including resulting from allegations,
whether or not true. The items noted above could periodically divert management attention and could impact our reputation, business, operating results and
financial condition.
Our restated certificate of incorporation contains provisions that may make it easier for Cantor or its subsidiaries to compete with us.
To address potential conflicts of interest between Cantor and its representatives and us, our restated certificate of incorporation contains provisions
regulating and defining the conduct of our affairs as they may involve Cantor and its representatives, and our powers, rights, duties and liabilities and those of
our representatives in connection with our relationship with Cantor and its affiliates, officers, directors, general partners or employees. Our restated certificate
of incorporation provides that no Cantor Company, as defined in our restated certificate of incorporation, or any of the representatives, as defined in our
restated certificate of incorporation, of a Cantor Company will owe any fiduciary duty to, nor will any Cantor Company or any of their respective
representatives be liable for breach of fiduciary duty to, us or any of our stockholders, including with respect to corporate opportunities. In addition, Cantor and
its respective representatives have no duty to refrain from engaging in the same or similar activities or lines of business as us or doing business with any of our
customers. 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.
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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. If a third party presents a corporate opportunity to a person who is both our representative and a representative of a Cantor
Company, expressly and solely in such person’s capacity as our representative, and such person acts in good faith in a manner consistent with the policy that
such corporate opportunity belongs to us, then such person will be deemed to have fully satisfied and fulfilled any fiduciary duty that such person has to us as
our representative with respect to such corporate opportunity, provided that any Cantor Company or any of its representatives may pursue such corporate
opportunity if we decide not to pursue such corporate opportunity.
This policy could make it easier for Cantor to compete with us. If Cantor competes with us, it could materially harm our business, financial condition,
results of operations and prospects.
Agreements between us and Cantor and/or its affiliates are between related parties, and the terms of these agreements or those with third
parties may be less favorable to us than those that we could negotiate absent such relationships and may subject us to litigation.
Our relationship with Cantor and/or its affiliates may result in agreements with Cantor and/or its affiliates that are between related parties. For
example, we provide to and receive from Cantor and/or its affiliates various administrative services, including investment banking services. As a result, the
prices charged to us or by us for services provided under any agreements with such entities may be higher or lower than prices that may be charged by third
parties, and the terms of these agreements may be less favorable to us than those that we could have negotiated with third parties. In addition, Cantor has an
unlimited right to internally use market data from us without any cost. Any related-party transactions or arrangements between us and such parties is subject to
the prior approval by our Audit Committee, but generally do not otherwise require the separate approval of our stockholders, and if such stockholder approval
were required, Cantor may retain sufficient voting power to provide any such requisite approval without the affirmative consent of the other stockholders.
Certain of our agreements and other arrangements with Newmark and Cantor may be amended upon the consent of each of the parties to those agreements and
approval of our Audit Committee, and any such amendment may be less favorable to us than if we were dealing with an unaffiliated party.
In addition, Cantor has from time to time in the past and may in the future consider possible strategic realignments of its own business and/or of the
relationships that exist between and among Cantor and its other affiliates and us. There is no assurance that such restructuring would not result in a material
expense or disruption to our business.
We have entered and may in the future enter into further agreements and/or provide services to certain of our clients that we share with Cantor. If the
terms of such arrangements are or are perceived as being less favorable to us than those that we could have negotiated with clients who do not have a
relationship with Cantor, it could harm our reputation, business, operating results and financial condition.
These relationships may from time to time subject us to litigation. For example, on February 16, 2024, an alleged Company stockholder, Martin J.
Siegel, filed a putative class action lawsuit against Cantor Fitzgerald, L.P. and Mr. Howard Lutnick in the Delaware Court of Chancery, asserting that the
Corporate Conversion was unfair to Class A stockholders of BGC Partners, Inc. because it increased Cantor’s percentage voting control over the Company. The
suit is captioned Martin J. Siegel v. Cantor Fitzgerald, LP, C.A. 2024-0146-LWW. The defendants moved to dismiss the complaint on April 22, 2024. The
motion was argued at a hearing on January 9, 2025. On April 10, 2025, the court issued its decision dismissing the complaint in full on the grounds that the
plaintiff’s claim is derivative in nature and the plaintiff failed to make a demand on the Board or plead that such a demand was futile. Plaintiff did not appeal
the court’s ruling and the judgment dismissing the matter is now final.
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.
We may sell shares of our Class A common stock from time to time. As a well-known seasoned issuer, we may file an automatic shelf registration
statement and commence a registered offering, including of our Class A common stock, immediately thereafter.
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We have an effective registration statement on Form S-4 with respect to the offer and sale of up to 20 million shares of BGC Class A common stock
from time to time in connection with business combination transactions, including acquisitions of other businesses, assets, properties or securities. 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. 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. 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.
Our management will have broad discretion as to the timing and amount of sales of our Class A common stock in any offering by us, as well as the
application of the net proceeds of any such sales. Accordingly, purchasers in any such offering will be relying on the judgment of our management with regard
to the use of such net proceeds, and purchasers will not have the opportunity, as part of their investment decision, to assess whether the proceeds are being used
appropriately. It is possible that the proceeds will be invested in a way that does not yield a favorable, or any, return for us and cause the price of our Class A
common stock to decline.
We cannot predict the effect, if any, of future sales of our Class A common stock, or the availability of shares for future sales, on the market price of
our Class A common stock. Sales of substantial amounts of our Class A common stock, or the perception that such sales could occur, could dilute existing
holders of our Class A common stock and may adversely affect prevailing market prices for our Class A common stock.
Because future sales of our Class A common stock may be made in the markets at prevailing market prices or at prices related to such prevailing
market prices, the prices at which these shares have been sold and may be sold in the future will vary, and these variations may be significant. Purchasers of
these shares may suffer significant dilution if the price they pay is higher than the price paid by other purchasers of shares of our Class A common stock in any
future offerings of shares of our Class A common stock. In addition, the sale by us of any shares of our Class A common stock may decrease our existing Class
A common stockholders’ proportionate ownership interest in us, reduce the amount of cash available per share for dividends payable on shares of our Class A
common stock and diminish the relative voting strength of each previously outstanding share of our Class A common stock.
GENERAL RISKS
Employee error or miscommunication could impair our ability to attract and retain customers and subject us to significant financial losses,
legal liability, regulatory sanctions and penalties, and reputational harm; moreover, misconduct is difficult to detect and deter, and error is difficult to
prevent.
Employee error and miscommunication, including mistakes in executing, recording or processing transactions for customers, could cause us to suffer
liability, loss, sanction and/or reputational harm, which could expose us to the risk of material losses even if the error and miscommunication are detected and
the transactions are unwound or reversed. If our customers are not able to settle their transactions on a timely basis, the time in which employee error and
miscommunication are detected may be increased and our risk of material loss could be increased. The risk of employee error and miscommunication may be
greater for products or services that are new or have non-standardized terms.
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. 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. 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. If our practices and disclosure of
specific metrics do not meet customer, investor or other industry participant expectations, which continue to evolve, we may not win or may lose customers, or
may incur additional costs and our business, financial condition, results of operations and prospects could be materially adversely affected.
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Similarly, there continues to be an increased focus by governmental and nongovernmental organizations on corporate responsibility and sustainability-
related actions, targets, and disclosures; increased costs and investment associated with corporate responsibility efforts; and increasing compliance obligations
with related laws, regulations, executive orders and standards adopted in various jurisdictions. Given the varied and at times divergent views of different
stakeholder groups, any action or inaction by us with respect to corporate responsibility initiatives may be perceived negatively by some stakeholders.
Furthermore, the regulatory landscape surrounding corporate responsibility matters continues to evolve and remains uncertain. All of the foregoing could
expose us to market, operational and execution costs or risks, as well as litigation, audits, investigations, or adverse stakeholder action.
ITEM 1B.     UNRESOLVED STAFF COMMENTS
Not Applicable
ITEM 1C.     CYBERSECURITY
We are committed to combating the threat of cyber-attacks and to securing our business through our information security programs and developing a
deep understanding of cybersecurity risks, vulnerabilities, mitigations, and threats. We have a global cybersecurity process applicable to all subsidiaries and
business lines.
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. 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. 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. 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.
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. Our processes include steps to recover our systems and information through established and tested system recovery
plans and business continuity plans, each based on the appropriate response associated with the corresponding tier of the identified threat. Our incident
response process includes steps to notify key incident management team members who are responsible for communicating with regulatory and other
governmental authorities about cybersecurity events as applicable and as required by law. We determine the materiality of such incidents based upon a number
of factors including if the incident had or may have a material impact on our business strategy, results of operations, or financial condition. This process
involves a review of the nature of the incident by our cybersecurity team as well as other members of management and employees with specialized technology
or financial knowledge, including our CISO, CIO, and CFO, as applicable. In the event of a material breach, we have a process for escalation to appropriate
members of our senior management, and, where appropriate, to our Board and Audit Committee. These groups also collaborate in determining the appropriate
response to such events and disclosure of any material breach.
We engage third parties from time to time that assist us in the identification, assessment, and management of cybersecurity risks. We also engage
cybersecurity specialists to complete assessments of our cybersecurity processes, program and practices, including our data protection practices, as well as to
conduct targeted attack simulations. 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.
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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.
Pursuant to the Audit Committee charter, the Audit Committee oversees the management of the Company’s risk management process, including the
identification, prioritization, assessment and management of risks related to cybersecurity. While our Board and Audit Committee members have broad
experience in risk management and in some cases technological expertise relating to cybersecurity, our CISO and CIO and management teams handle
cybersecurity threat management. 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. In addition, the CISO provides periodic reports to our executive officers, members of the boards of certain of
our regulated entities internationally and other members of our senior management as appropriate. Material events and updates are reported to the full Board
and Audit Committee annually and on an ad hoc basis where warranted based on the level of materiality of any such incidents as determined by the incident
reporting and escalation process led by our CISO and CIO. Our processes are regularly evaluated by internal and external experts, with the results of those
reviews reported to senior management and, where appropriate, the Board and Audit Committee.
Although we believe risks from cybersecurity threats have not materially affected our business strategy, results of operations, or financial condition to
date, they may in the future, and we continue to closely monitor risks from cybersecurity threats. 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. 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.
We conduct annual disaster recovery training exercises for each primary data center where failover procedures are tested against defined Recovery
Time Objectives (RTOs).
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ITEM 2.     PROPERTIES
We have offices in the United States, Canada, Europe, United Kingdom, Latin America, Asia, Australasia, Africa and the Middle East. Our principal
executive offices are located at 499 Park Avenue, New York, New York. We also occupy space at 199 Water Street, New York, New York and space at 55 Water
Street, New York, New York. Under the Administrative Services Agreement with Cantor, we are obligated to Cantor for our pro rata portion (based on square
footage used) of rental expense during the terms of the leases for such spaces.
Our largest presence outside of the New York metropolitan area is in London, located at Five Churchill Place, London, E14 5RD.
We currently occupy concurrent computing centers in Weehawken, New Jersey, Secaucus, New Jersey and Trumbull, Connecticut. In addition, we
occupy two data centers in the United Kingdom located in Canary Wharf and Romford, and two data centers in Asia located in Hong Kong and Singapore. 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
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.
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PART II
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, and entities controlled by members and by an individual member of the Lutnick family.
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.
Our Board of Directors and our Audit Committee have authorized repurchases of our Class A common stock and redemptions of equity interests in our
subsidiaries, including from Cantor, our executive officers, other employees, and others, including Cantor employees and partners. 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. 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.
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
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
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 
____________________________________
    Includes 2 thousand shares withheld to satisfy tax liabilities due upon the vesting of restricted stock. 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 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.
    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.
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. 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. 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 declaration, payment, timing, and
amount of any future dividends payable by us will be at the sole discretion of our Board.
1
2
1
2
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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. OpCo and BGC Global OpCo. Our ability to pay dividends may also be limited by regulatory considerations as
well as by covenants contained in financing or other agreements. In addition, under Delaware law, dividends may be payable only out of surplus, which is our
net assets minus our capital (as defined under Delaware law), or, if we have no surplus, out of our net profits for the fiscal year in which the dividend is
declared and/or the preceding fiscal year. 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.
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. 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 returns of the Peer Group have been weighted at the
beginning of the period according to their U.S. dollar stock market capitalizations for purposes of arriving at a Peer Group average.
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. 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.
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ITEM 6.    [RESERVED]
ITEM 7.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion of our financial condition and results of operations should be read together with our Consolidated Financial Statements and
notes to those statements, as well as the “Special Note on Forward-Looking Information” relating to forward-looking statements within the meaning of Section
27A of the Securities Act and Section 21E of the Exchange Act included elsewhere in this Annual Report on Form 10-K and the cautionary statements relating
to forward-looking statements below.
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.
FORWARD-LOOKING CAUTIONARY STATEMENTS
Our actual results and the outcome and timing of certain events may differ significantly from the expectations discussed in the forward-looking
statements. 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. 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;
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•
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. Partnership and its members, 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 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. 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;
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•
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;
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•
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.
The foregoing risks and uncertainties, as well as those risks and uncertainties discussed under the headings Part I, “Item 1A—Risk Factors,” and Part
II, “Item 7A—Quantitative and Qualitative Disclosures About Market Risk” and elsewhere in this Annual Report on Form 10‑K, may cause actual results and
events to differ materially from the forward-looking statements.
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OVERVIEW AND BUSINESS ENVIRONMENT
We are a leading global marketplace, data, and financial technology company across the ECS and financial markets. We specialize in the brokerage
and trade execution of a broad range of ECS products, including listed derivatives and physical commodities in the oil and refined, and environmental and
energy transition, markets, as well as ship chartering. Additionally, we provide brokerage services across fixed income securities such as government bonds and
corporate bonds, as well as interest rate derivatives and credit derivatives, foreign exchange, equities and futures and options. Our business also provides
network and connectivity solutions, market data and related information services, and 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. Through our electronic brands, we offer
multiple trade execution, market data and information services, market infrastructure and connectivity services, as well as post-trade services.
BGC and leading global investment banks and market making firms have partnered to create FMX, part of the BGC Group of companies, which
includes a U.S. interest rate futures exchange, a cash U.S. 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. 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.
As of December 31, 2025, we had 2,510 brokers, salespeople, managers, and other front-office personnel across our businesses.
Corporate Conversion
Effective as of 12:01 a.m., Eastern Time, on July 1, 2023, BGC Holdings reorganized from a Delaware limited partnership into a Delaware limited
liability company through a merger with and into Holdings Merger Sub, with Holdings Merger Sub continuing as a direct subsidiary of BGC Partners.
Effective as of 12:02 a.m., Eastern Time, on July 1, 2023, Merger Sub 1 merged with and into BGC Partners, with BGC Partners continuing as a direct
subsidiary of BGC Group. At the same time, Merger Sub 2 merged with and into Holdings Merger Sub, with Holdings Merger Sub continuing as a subsidiary
of BGC Group. As a result of the Corporate Conversion Mergers, BGC Partners and BGC Holdings became wholly owned subsidiaries of BGC Group.
In the Holdings Reorganization Merger, each unit of BGC Holdings outstanding as of immediately prior to the Holdings Reorganization Merger was
converted into a substantially equivalent equity interest in Holdings Merger Sub.
In the Corporate Merger, each share of Class A common stock, par value $0.01 per share, of BGC Partners and each share of Class B common stock,
par value $0.01 per share, of BGC Partners outstanding was converted into one share of Class A common stock, par value $0.01 per share, of BGC Group and
one share of Class B common stock, par value $0.01 per share, of BGC Group, respectively.
In connection with, but prior to, the Corporate Conversion, the Company completed various transactions which included:
•
the redemption of certain non-exchangeable limited partnership units in connection with the issuance of shares of BGC Partners Class A common
stock and the accompanying tax payments, which led to an equity-based compensation charge of $60.9 million;
•
the exchange of the remaining 1.5  million exchangeable limited partnership units of BGC Holdings held by employees on June 30, 2023, for
1.0 million shares, after tax withholding, of BGC Partners Class A common stock;
•
the redemption of certain non-exchangeable limited partnership units of BGC Holdings held by employees and issuance of 16.9 million BGC Partners
RSUs on a one-for-one basis on June 30, 2023;
•
the redemption of certain non-exchangeable Preferred Units of BGC Holdings held by employees and issuance of $49.2 million of BGC Partners RSU
Tax Accounts on June 30, 2023, based on the fixed cash value of the Preferred Units redeemed;
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•
the redemption of the remaining 5.6 million non-exchangeable FPUs and issuances of BGC Partners RSUs on a one-for-one basis on June 30, 2023,
which in turn reduced the “Redeemable Partnership Interest” to zero with an offsetting impact to “Total equity” in the Company’s Consolidated
Statements of Financial Condition as of June 30, 2023; and
•
the purchase on June 30, 2023 by Cantor from BGC Holdings of an aggregate of 5,425,209 Cantor units for an aggregate consideration of $9,715,772
as a result of the redemption of 5,425,209 FPUs, and 324,223 Cantor units for an aggregate consideration of $598,712 as a result of the exchange of
324,223 FPUs.
As a result of the Corporate Conversion, on July 1, 2023:
•
64.0 million Cantor units, including 5.7 million purchased 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. As of
February 27, 2026 we have issued approximately $19.4 million of BGC Class A common stock in connection with acquisitions since the Corporate
Conversion;
•
BGC Group assumed all BGC Partners RSUs, RSU Tax Accounts or restricted stock awards outstanding as of June 30, 2023; and
•
non-exchangeable limited partnership units of BGC Holdings were converted into equity awards denominated in cash, restricted stock and/or RSUs of
BGC Group, each as further set forth in the Corporate Conversion Agreement. BGC Group granted 38.6 million restricted stock awards, 25.3 million
RSUs, and $74.0 million of RSU Tax Accounts upon the conversion of the non-exchangeable shares of Holdings Merger Sub.
In connection with the Corporate Conversion on July 1, 2023, the BGC Holdings Limited Partnership Agreement was terminated. There were no
limited partnership units of BGC Holdings remaining after the Corporate Conversion was completed.
In connection with the Corporate Conversion on July 1, 2023, the BGC Group Board and the Board of Directors of BGC Partners authorized the
assumption of all agreements and arrangements between BGC Partners and any executive officer, director or affiliate of BGC Partners, with such modifications
necessary to reflect the Corporate Conversion. Pursuant to the foregoing authorization, any existing agreements and arrangements between BGC Partners and
any executive officer, director or affiliate of BGC Partners, were generally assumed unchanged other than making BGC Group a party thereto.
In connection with the Corporate Conversion on July 1, 2023, the Board and Audit Committee of BGC Group approved the authorized repurchases of
Company Equity Securities from any holder of Company Equity Securities, including our directors, officers, and employees, of up to $400.0 million.
In connection with the Corporate Conversion on July 1, 2023, the Board and Audit Committee of BGC Group approved the authorized repurchases of
Company Debt Securities from any holder of Company Debt Securities, including our directors, officers, and employees, of up to $50.0 million.
In connection with the Corporate Conversion on July 1, 2023, BGC Group assumed and adopted: the Eighth Amended and Restated BGC Partners,
Inc. Long-Term Incentive Plan, as amended and restated as the BGC Group, Inc. Long Term Incentive Plan; the BGC Partners Second Amended and Restated
BGC Partners Incentive Bonus Compensation Plan, as amended and restated, and renamed the BGC Group, Inc. Incentive Bonus Compensation Plan; and the
BGC Partners, Inc. Deferral Plan for Employees of BGC Partners, Inc., Cantor Fitzgerald, L.P. and Their Affiliates, as amended and restated as the BGC
Group, Inc. Deferral Plan for Employees of BGC Group, Inc., Cantor Fitzgerald, L.P. and Their Affiliates. The BGC Group Equity Plan provides for a
maximum of 600 million shares of BGC Class A common stock that may be delivered or cash settled pursuant to the exercise or settlement of awards granted
under the plan.
In connection with the Corporate Conversion on July 1, 2023, the BGC Holdings Limited Partnership Agreement was terminated, and the BGC
Holdings, L.P. Participation Plan was terminated.
In connection with the Corporate Conversion on July 1, 2023, BGC Group amended and restated its certificate of incorporation to reflect an increase
in the authorized shares of BGC Group Class A common stock to 1,500,000,000; an increase in the authorized shares of BGC Group Class B common stock to
300,000,000; and a provision providing for exculpation to officers of BGC Group pursuant to Section 102(b)(7) of the DGCL. Additionally, BGC Group
amended and restated its bylaws to adopt a provision providing that Delaware courts shall be the exclusive forum for certain matters.
In connection with the Corporate Conversion on July 1, 2023, the Exchange Agreement with Cantor terminated based on its own terms.
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In connection with the Corporate Conversion on July 1, 2023, BGC Group, Cantor and certain affiliates of Cantor entered into an Amended and
Restated U.S. Master Administrative Services Agreement and an Amended and Restated U.K. Master Administrative Services Agreement.
2025 Board of Directors and Executive Officers Changes and Mr. Howard Lutnick Divestiture
On February 18, 2025, Mr. Howard 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. Howard Lutnick, to serve as a member of the Board. Additionally, on February 18, 2025 the
Company appointed Mr. Stephen Merkel to serve as a member of the Board and as Chairman of the Board. On February 18, 2025, the Company appointed
Messrs. John Abularrage, JP Aubin, and Sean Windeatt as Co-Chief Executive Officers of the Company and as the Co-Principal Executive Officers of the
Company.
On October 6, 2025, Mr. Howard Lutnick completed the divestiture of his holdings in the Company, Cantor and CFGM in compliance with U.S.
government ethics rules, including through the sale of all of the voting shares of CFGM and outstanding equity interests in various entities and family trusts
that hold the Company’s common stock to trusts controlled by Mr. Brandon Lutnick, and the sale of all of BGC Class B common stock held directly by him to
Cantor. See Part I, “Item 1—Our Organizational Structure—2025 Mr. Howard Lutnick Divestiture Events and Lutnick Family Voting and Transfer Agreement”
for more information.
FMX
FMX includes FMX UST, the world’s fastest growing cash U.S. Treasuries marketplace, FMX Futures Exchange, a U.S. interest rate future exchange,
and FMX FX, a spot foreign exchange platform. FMX is challenging the CME’s leading position in U.S. interest rate futures, cash U.S. Treasuries and spot
foreign exchange.
The FMX Equity Partners contributed $171.7 million between April 23, 2024 and April 24, 2024 into FMX in exchange for a 25.75% ownership
interest at a post-money equity valuation of $666.7 million. 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. Treasury futures contracts, initially with 2-year and 5-year contracts.
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 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. 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. This is largely because automated and electronic trading efficiency allows the same number of
employees to manage a greater volume of trades as the marginal cost of incremental trading activity falls. Over time, the conversion of exchange-traded and
OTC markets to Fully Electronic trading has also typically led to an increase in volumes which offset lower commissions, and often lead to similar or higher
overall revenues. 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.
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. We also believe that new clients, beyond our large bank customer base, will primarily transact electronically across our Fenics
platforms.
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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 continue to invest in our high-growth, high-margin, technology-driven businesses,
including our standalone Fully Electronic Fenics Growth Platforms. Fenics has exhibited strong growth over the past several years, and we believe that this
growth has outpaced the wholesale brokerage industry. We expect this trend to continue as we continue to convert more of our Voice/Hybrid execution into
higher-margin, technology-driven execution and continue to grow our Fenics Growth Platforms.
We expect to benefit from the trend towards electronic trading, increased demand for market data, and the need for increased connectivity, automation,
and post-trade services. We continue to onboard new customers as the opportunities created by electronic and algorithmic trading continue to transform our
industry. We continue to roll out our next-generation Fenics execution platforms across more products and geographies with the goal of seamlessly integrating
the liquidity of voice transactions with customer electronic orders either by a GUI, API, or web-based interface.
Revenues in our Fenics businesses increased 15.4% to $163.9 million in the fourth quarter of 2025 and 15.5% to $659.5 million for the year ended
December 31, 2025, as compared to the prior year periods.
Within our Fenics businesses, Fenics Markets revenue grew to $136.7 million in the fourth quarter of 2025 and to $553.4 million for the year ended
December 31, 2025, respectively, primarily driven by higher electronic trading volumes across Rates products and increased Fenics Market Data revenues.
Fenics Growth Platforms revenue grew to $27.2 million in the fourth quarter of 2025 and to $106.1 million for the year ended December 31, 2025,
primarily driven by FMX and Lucera, partially offset by lower post-trade revenues due to the sale of our Capitalab business in the fourth quarter of 2024.
We continue to invest in our Fenics Growth Platforms, and notable highlights for the fourth quarter of 2025 compared to the prior year period include:
•
FMX UST generated record fourth quarter ADV of $58.7 billion, more than 12% higher compared to the prior year period. FMX UST grew its fourth-
quarter central limit order book market share to 39%, up from 37% in the third quarter of 2025 and 30% from a year ago. FMX UST central limit
order book market share has increased sequentially in 12 of the last 13 quarters, more than doubling over the same period.
•
FMX Futures Exchange saw record volumes and open interest in the fourth quarter with ADV and open interest increasing 82% and 97%,
respectively, versus the third quarter of 2025.
•
FMX FX ADV increased by 40% to a fourth quarter record of $15.5 billion driven by strong growth across spot FX and non-deliverable forward
volumes.
•
PortfolioMatch ADV grew by 68% in the fourth quarter of 2025 compared to the prior year period, driven by stronger U.S. and European credit
activity, greater adoption of algorithmic trading, and larger average trade size.
•
Lucera, Fenics’ network business providing critical real-time trading infrastructure to the capital markets, grew its revenues by 24.1% in the fourth
quarter of 2025 compared to the prior year period. This strong growth was driven by increased demand for Lucera’s FX and Rates solutions, continued
international expansion, and onboarding new clients. Lucera’s client pipeline continues to expand and the business plans to launch additional fixed
income products in 2026.
Data, network and post-trade revenues increased by 12.5% to $36.7 million. This growth was primarily driven by Lucera and Fenics Market Data,
partially offset by lower post-trade revenues due to the sale of our Capitalab business in the fourth quarter of 2024. Excluding Capitalab, data, network, and
post-trade revenues grew by 14.2%.
Fenics brokerage revenues increased by 16.2% to $127.2 million in the fourth quarter of 2025 and 17.3% to $520.4 million for the year ended
December 31, 2025, over the respective prior year periods.
Acquisitions
On December 31, 2025, we completed the acquisition of AMCOM which specializes in the trading of agricultural commodities associated with food
and alternative fuel feedstocks. The acquisition further rounded out our biofuel business.
On October 1, 2025, the Company completed the acquisition of Macro Hive, a provider of global macro market analytics and strategy. The acquisition
of Macro Hive expands BGC’s growing agency business that services institutional clients by integrating Macro Hive’s artificial intelligence-driven technology
across our Rates and FX markets within our global broking and execution platform.
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On April 1, 2025, we completed the acquisition of OTC Global. OTC Global generated revenues of over $400  million for the year ended
December 31, 2024, representing an acquisition multiple of approximately 0.75 times revenue. With the integration of OTC Global’s complementary product
suite, ECS became our largest asset class. The amounts of revenue and pre-tax income from OTC Global included in our Consolidated Statements of
Operations from April 1, 2025 to the period ending December 31, 2025 are $341.7 million and $32.9 million, respectively. This positions us as the world’s
largest ECS broker by revenue as of December  31, 2025, making BGC a more comprehensive and diversified company. Furthermore, the OTC Global
acquisition was accretive to our earnings per share on a year-over-year basis.
On  October 1, 2024, we completed the acquisition of Sage, an energy and environmental brokerage firm. This acquisition expanded our energy
brokerage services in the U.S. and supported our global growth efforts across ECS.
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 February 28, 2023, we completed the acquisition of Trident, primarily operating as a commodity brokerage and research company, offering OTC
and exchange traded energy and environmental products.
See Note 4—“Acquisitions” to our Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K for additional
information related to these transactions.
Divestitures
On December 31, 2025, we sold kACE, a leading provider of real-time pricing and advanced analytics platforms for complex FX derivatives, to
smartTrade. smartTrade acquired kACE for up to $119.0  million, subject to limited post-closing adjustments. This includes initial consideration of
$80.0 million, with up to an additional $39.0 million in contingent cash consideration. The $39.0 million in contingent cash consideration was excluded from
the initial gain on the divestiture and will be recognized in income when it is realized and earned. As a result of this sale, we recognized a $66.7 million gain,
which is included in “Gains (losses) on divestitures and sales of investments” in our Consolidated Statements of Operations during the year ended December
31, 2025.
On December 3, 2024, we sold Capitalab, which was part of our post-trade business, to Capitolis. As a result of this sale, we recognized a $39.0
million gain, which is included in “Gains (losses) on divestitures and sale of investments” in our Consolidated Statements of Operations during the year ended
December 31, 2024.
We had no gains or losses from divestitures or sales of investments during the year ended 2023.
Cost Reduction Program
We completed the first phase of our current cost reduction program, which we expect will realize $25.0 million of annualized savings in 2026, with
more savings targeted throughout the year. These expected savings are subject to risks and uncertainties, and actual results may differ. We will continue to
monitor the impact of this program on our financial position and results of operations. In connection with the cost reduction program, the Company recorded
compensation charges of $54.8 million and $64.2 million for the three and twelve months ended December 31, 2025, respectively. These charges primarily
relate to the termination or modification of certain employment contracts and the accelerated expense recognition of certain employee loans. These charges are
reflected in “Compensation and employee benefits” in our Consolidated Statements of Operations during the year ended December 31, 2025. As of December
31, 2025, the Company has made cash payments totaling $31.6 million in connection with the cost reduction program.
Brands and Trademarks
AMCOM, Amerex, American Commodities, Aurel, Aurel BGC, Caventor, CBID, Conticap, CreditMatch, BGC, BGC Group, BGC Partners, BGC
Trader, ELX, EOXLive, Euro Brokers, Fenics, Fenics.com, Fenics Markets Xchange, Fenics Digital, Fenics Direct, Fenics MID, Fenics MD, Fenics Market
Data, Fenics PortfolioMatch, FMX, FMX Futures, FMX Markets Xchange, FMX UST, FMX FX, FMX Repo, FMX NDF, GFI, GFI Ginga, Lake Securities,
Latium Capital, LumeFX, LumeMarkets, Lucera, Macro Hive, Martin Brokers, Maxcor, Matchbox, Mint, MIS Brokers, Open Energy, OTC Global Holdings,
Perimeter Markets Inc., Poten & Partners, RP Martin, Tower Bridge, Sage, Sunrise Brokers, and VolumeMatch are among the trademarks/service marks and/or
registered trademarks/service marks of BGC Group and/or its affiliates in the U.S. and/or other jurisdictions.
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Other Matters
In February 2022, the U.S., U.K., EU, and other countries imposed sanctions on Russian counterparties, and as a result we ceased trading with those
clients. We derived less than 1% of total revenue from our Moscow branch and sanctioned Russian counterparties. During the years ended December 31, 2025
and 2024, we released a reserve of $4.4 million and recorded reserves of $4.0 million, respectively, in connection with potential losses associated with Russia’s
Invasion of Ukraine.
Tax Policy Changes
Pillar 2 is part of the Organization for Economic Co-Operation and Development/G20 Inclusive Framework on Base Erosion and Profit Shifting,
which is part of a global initiative to address tax avoidance and ensure that multinational enterprises pay their fair share of taxes. The Pillar 2 framework
introduces a global minimum tax rate of 15% for multinational companies. 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.
Management performed Pillar 2 calculations for the necessary jurisdictions for the 2025 fiscal year and determined that the minimum global effective
tax did not have a material impact on our 2025 tax rate.
On July 4, 2025, President Trump signed the OBBBA into law, which, among other things, introduced a broad range of changes to existing tax rules,
including significant modifications to certain incentives previously introduced or expanded by the Inflation Reduction Act of 2022, as well as extensions and
modifications of certain provisions of the Tax Act of 2017.
The OBBBA did not have a material impact on our Consolidated Statements of Financial Condition as of, or results of operations or cash flows for the
year ended, December 31, 2025. Management will continue to assess the potential impact the OBBBA may have on our future financial condition, results of
operations or liquidity.
Financial Services Industry
The financial services industry has grown historically due to several factors. One factor was the increasing use of derivatives to manage risk or to take
advantage of the anticipated direction of a market by allowing users to protect gains and/or guard against losses in the price of underlying assets without having
to buy or sell the underlying assets. Derivatives are often used to mitigate the risks associated with interest rates, equity ownership, changes in the value of FX,
credit defaults by corporate and sovereign debtors, and changes in the prices of commodity products. Over this same timeframe, demand from financial
institutions, large corporations, and other end-users of financial products have increased volumes in the wholesale derivatives market, thereby increasing the
business opportunity for financial intermediaries.
Another key factor in the historical growth of the financial services industry has been the increase in the number of new financial products. As market
participants and their customers strive to mitigate risk, new types of equity and fixed income securities, futures, options and other financial instruments have
been developed. Most of these new securities and derivatives were not immediately ready for more liquid and standardized electronic markets, and generally
increased the need for trading and required broker-assisted execution.
Due largely to the impacts of the global financial crisis of 2008-2009, our businesses had faced more challenging market conditions from 2009 until
the second half of 2016. Accommodative monetary policies were enacted by several major central banks, including the Federal Reserve, Bank of England,
Bank of Japan and the ECB, in response to the global financial crises. These policies resulted in historically low levels of volatility and interest rates across
many of the financial markets in which we operate. The global credit markets also faced structural issues, such as increased bank capital requirements under
Basel III. Consequently, these factors contributed to lower trading volumes in our Rates and Credit asset classes across most geographies in which we operated.
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From mid-2016 until the first quarter of 2020, the overall financial services industry benefited from sustained economic growth, lower unemployment
rates in most major economies, higher consumer spending, the modification or repeal of certain U.S. regulations, and higher overall corporate profitability. The
trend towards digitization and electronification within the industry contributed to higher overall volumes and transaction count in Fully Electronic execution.
From the second quarter of 2020 onward, concerns about the future trade relationship between the U.K. and the EU after Brexit, a slowdown in global growth
driven by the outbreak of COVID-19, and an increase in trade protectionism were tempered by monetary and fiscal stimulus. During 2021, as the global
economy recovered from the COVID-19 pandemic, higher inflation across the U.S. and other G8 countries led many central banks to begin and/or announce
tapering and unwinding of asset purchases under quantitative easing programs, as well as implement multiple interest rate hikes.
During the fourteen years between 2008 and 2022, BGC and the entire financial service industry’s trading volumes were constrained by low interest
rates and quantitative easing. Manufactured zero and near-zero interest rates caused the breakdown and disappearance of the historic correlation between
issuance and trading volume growth. 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. We believe the
return of this strong positive correlation in the current macro trading environment, which has meaningful interest rates and issuance that is multiples above
2008 levels, positions BGC to benefit and drive its trading volumes, revenue and profitability higher for the foreseeable future.
Several factors could influence the financial service industry and our business performance, including general economic conditions, the geopolitical
environment, current or expected inflation, interest rate fluctuations, the threat, imposition and impact of volatile or broad-based tariffs, market volatility,
changes in investment patterns and priorities, regulatory changes, and other factors that are generally beyond our control. Generally, volatility benefits BGC by
increasing secondary trading volumes, as market participants seek to hedge their risk or capitalize on price fluctuations. We believe that these activities are
most efficiently executed in our wholesale markets, known for their depth and liquidity. Rates of inflation may affect our expenses such as employee
compensation and benefits, technology and communication expenses and occupancy costs. We believe any effects of inflation on our results of operations and
financial condition have not been significant during any of the periods presented in this Annual Report on Form 10-K.
Industry Landscape
Over the past decade, there has been significant consolidation among the interdealer-brokers and wholesale brokers with which we compete. We
continue to compete with TP ICAP and Tradition across various Voice/Hybrid brokerage marketplaces as well as via Fenics. We also continue to compete with
the electronic markets and market data businesses of the CME, primarily through our FMX businesses where we compete in U.S. Treasuries, U.S. interest rate
futures, and foreign exchange products. Additionally, we have significantly grown our presence in the energy, commodities, and shipping markets, and are
competing more with ECS brokers such as Marex Group PLC, StoneX Group, and Clarksons PLC.
Growth Drivers
As a wholesale intermediary in the financial services industry, our businesses are driven primarily by secondary trading volumes in the markets in
which we broker, the size and productivity of our front-office personnel, regulatory issues, and the percentage of our revenues we are able to generate by Fully
Electronic means. BGC’s revenues tend to have low correlation in the short- and medium-term with global bank and broker-dealer sales and trading revenues,
which reflect bid-ask spreads and mark-to-market movements, as well as industry volumes in both the primary and secondary markets.
Below is a brief analysis of the market and industry volumes for some of our products, including our overall Voice/Hybrid and Fully Electronic
execution activities.
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Overall Market Volumes and Volatility
Volume is driven by a number of factors, including the level of issuance for financial instruments, price volatility of financial instruments, government
and central bank policies, macro-economic conditions, creation and adoption of new products, regulatory environment, and the introduction and adoption of
new trading technologies. 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. Historically low and negative interest rates, as well
as central bank quantitative easing programs, across the globe significantly reduced the overall trading appetite for rates products. Such programs depressed
rates volumes because they entail central banks buying government securities or other securities in the open market in an effort to promote increased lending
and liquidity and bring down long-term interest rates. When central banks hold these instruments, they tend not to trade or hedge, thus lowering rates volumes
across cash and derivatives markets industry-wide. 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. 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. For example, the Basel III accord, implemented in late 2010 by the G-
20 central banks, is a global regulatory framework on bank capital adequacy, stress testing and market liquidity risk that was developed with the intention of
making banks more stable in the wake of the financial crisis by increasing bank liquidity and reducing bank leverage. The accord, which took effect on January
1, 2023, requires most large banks in G-20 nations to hold approximately three times as much Tier 1 capital as was required under the previous set of rules.
These capital rules have made it more expensive for banks to hold non-sovereign debt assets on their balance sheets, and as a result, analysts say that banks
have reduced their proprietary trading activity in corporate and asset-backed fixed income securities as well as in various other OTC cash and derivative
instruments. 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. BGC’s brokerage revenues were up by 32.4% year-on-year, reflecting growth across
all asset classes and geographies.
Below is an expanded discussion of the market volumes and growth drivers of our various asset class categories.
ECS Volumes
ECS volumes were higher during 2025 compared to the prior year period. CME and ICE energy futures and options volumes were up 8% and 15%,
respectively, compared to the prior year period. In comparison, BGC’s ECS revenues increased by 88.4%, compared to the prior year period, to $910.7 million,
driven by OTC Global and strong organic growth across the broader energy complex. Excluding OTC Global, ECS revenues grew by 20.9% compared to the
prior year period.
Rates Volumes and Volatility
Our Rates business is influenced by a number of factors, including global sovereign issuances, interest rates, government and central bank policies,
secondary trading and the hedging of these sovereign debt instruments. 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. According to Bloomberg and the Federal Reserve Bank of New York, the
Primary Dealer average daily volume of U.S. Government Securities was up 6% compared to the prior year period. Over the same time period, listed products
on CME were up 4%, and OTC interest rate derivative volumes traded on SEF were up 8% compared to 2024, according to Clarus. In comparison, our overall
Rates revenues were up 15.9% as compared to a year earlier, to $794.2 million.
Our Rates revenues, like the revenues for most of our products, are not fully dependent on market volumes and, therefore, do not always fluctuate
consistently with industry metrics. 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.
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Foreign Exchange Volumes and Volatility
Global foreign exchange volumes were higher during 2025 compared to the prior year period. Volumes for CME EBS spot FX and Cboe FX were up
7% and 10%, respectively, compared to the prior year period. Volumes for FX Options were up 14% compared to the prior year period, according to Clarus. In
comparison, our overall FX revenues increased by 19.3%, compared to the prior year period, to $428.0 million.
Credit Volumes
Our Credit business is impacted by the level of global corporate bond issuance and interest rates. Credit volumes were higher during 2025 compared
to the prior year period. FINRA TRACE average daily volume for U.S. Investment Grade was up 10% and U.S. High Yield was up by 13% according to
Bloomberg, compared to the prior year period. In comparison, our overall Credit revenues increased by 2.9%, compared to the prior year period, to $295.6
million.
Equities Volumes
Global equity volumes were mixed during 2025 compared to the prior year period. According to the Securities Industry and Financial Markets
Association, the average daily volume of U.S. cash equities was up 45%, as compared to a year earlier. Over the same timeframe, the average daily volume of
U.S. options was up 25%, according to the OCC, however, Eurex average daily volumes of equity and equity index derivatives were down 7%. Our Equities
business primarily consists of equity derivatives and our overall revenues from Equities increased by 20.6%, compared to the prior year period, to $269.9
million.
FINANCIAL OVERVIEW
Revenues
Our revenues are derived primarily from brokerage commissions charged for either agency or matched principal transactions, fees charged for data,
network and post-trade products, fees from related parties and interest income.
Brokerage
We earn revenues from our brokerage services on both an agency and matched principal basis. 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. After all material terms of a transaction
are agreed upon, we identify the buyer and seller to each other and leave them to settle the trade directly. Principal transaction revenues are primarily derived
from matched principal transactions, whereby revenues are earned on the spread between the buy and the sell price of the brokered security, commodity or
derivative. Customers either see the buy or sell price on a screen or are given this information over the phone. The brokerage fee is then added to the buy or sell
price, which represents the spread we earn as principal transactions revenues. On a limited basis, we enter into unmatched principal transactions to facilitate a
customer’s execution needs for transactions initiated by such customers. We also provide market data products for selected financial institutions.
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We offer our brokerage services in five broad product categories: ECS, Rates, FX, Credit, and Equities. The chart below details brokerage revenues by
product category and by Voice/Hybrid versus Fully Electronic (in thousands):
For the Year Ended December 31,
2025
2024
2023
Brokerage revenue by product:
ECS
$
910,650 
$
483,232 
$
386,206 
Rates
794,204 
685,032 
610,451 
FX
428,000 
358,693 
314,706 
Credit
295,587 
287,377 
284,744 
Equities
269,942 
223,912 
236,517 
Total brokerage revenues
$
2,698,383 
$
2,038,246 
$
1,832,624 
Brokerage revenue by product (percentage):
ECS
33.7 %
23.7 %
21.1 %
Rates
29.4 
33.6 
33.3 
FX
15.9 
17.6 
17.2 
Credit
11.0 
14.1 
15.5 
Equities
10.0 
11.0 
12.9 
Total brokerage revenues
100.0 %
100.0 %
100.0 %
Brokerage revenue by type:
Voice/Hybrid
$
2,177,992 
$
1,594,506 
$
1,422,541 
Fully Electronic
520,391 
443,740 
410,083 
Total brokerage revenues
$
2,698,383 
$
2,038,246 
$
1,832,624 
____________________________________
Includes Fenics Integrated.
Our position as a leading wholesale financial broker is enhanced by our Hybrid brokerage platform. We believe that the more complex, less liquid
markets on which we focus often require significant amounts of personal and attentive service from our brokers. In more mature markets, we offer Fully
Electronic execution capabilities to our customers through our platforms, including Fenics and BGC Trader. Our Hybrid platform allows our customers to trade
on a Voice, Hybrid or Fully Electronic basis, regardless of whether the trade is OTC or exchange-based, and to benefit from the experience and market
intelligence of our worldwide brokerage network. Our electronic capabilities include clearing, settlement, post-trade, and other back-office services as well as
straight-through processing for our customers across several products. Furthermore, we benefit from the operational leverage in our Fully Electronic platform.
We believe our Voice/Hybrid brokerage approach provides a competitive advantage over competitors who do not offer this full range of technology. We
continue to experience strong growth in our Fully Electronic business and we expect this trend to continue; however, the composition of our Fully Electronic
business, as a percentage of our overall revenues, may fluctuate due to acquisitions, dispositions, changes in business mix and/or periods of heightened market
volatility.
Energy, Commodities, and Shipping
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. We also provide brokerage services associated with the shipping of certain energy and commodities products.
Rates
Our Rates business is focused on government debt, listed and OTC interest rate derivatives, and other interest rate products, which are globally among
the largest and most actively traded markets. The main drivers of these markets are global macroeconomic forces such as new issuances, inflation, and
government budget and central bank policies.
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Foreign Exchange
The foreign exchange market is one of the largest financial markets in the world. Foreign exchange transactions can either be undertaken in the spot
market or derivatives market. Our Foreign Exchange business is focused on providing execution services in most major currencies across all foreign exchange
products, including spot FX, options, forwards and NDFs.
Credit
We provide our brokerage services in a wide range of credit instruments, including corporate bonds, emerging market bonds, credit default swaps,
exotic credit derivatives, asset-back securities, and structured products.
Equities
We provide brokerage services in a range of markets for equity products, including cash equities, equity derivatives (both listed and OTC), equity
index futures and options on equity products.
Data, network and post-trade
Fenics Market Data is a supplier of real-time, tradable, indicative, end-of-day and historical market data. Our market data product suite includes fixed
income, interest rate derivatives, credit derivatives, FX, FX options, money markets, energy and equity derivatives and structured market data products and
services. The data are sourced from our Voice/Hybrid and fully electronic execution operations and made available to financial professionals, research analysts,
compliance and surveillance departments, and other market participants via direct data feeds and BGC-hosted FTP environments, as well as via information
platforms such as Bloomberg, LSEG Data & Analytics, ICE Data Services, and other select specialist vendors.
Through our network business, we provide customized screen-based market solutions to both related and unrelated parties. Our clients are able to
develop a marketplace, trade with their customers and access our network and our intellectual property. We can add advanced functionality to enable our
customers to distribute branded products to their customers through online offerings and auctions, including private and reverse auctions, via our trading
platform and global network.
As part of our network business, our Lucera® brand delivers high-performance technology solutions designed to be secure and scalable and to power
demanding financial applications across several offerings: LumeFX® (distributed FX platform with managed infrastructure and software stack),
LumeMarkets™ (multi-asset class aggregation platform), Connect™ (global SDN for rapid provisioning of connectivity to counter-parties), and Compute™
(on-demand, co-located compute services in key financial data centers).
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.
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. 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. These administrative and back-office services include office space, utilization of fixed assets, accounting services,
operational support, human resources, legal services and information technology.
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Expenses
Compensation and Employee Benefits
The majority of our operating costs consist of cash and non-cash compensation expenses, which include base salaries, broker bonuses based on broker
production, guaranteed bonuses, other discretionary bonuses, and all related employee benefits and taxes. Our employees consist of brokers, salespeople,
executives and other administrative support. The majority of our brokers receive a base salary and a formula bonus based primarily on a pool of brokers’
production for a particular product or sales desk, as well as on the individual broker’s performance. Members of our sales force receive either a base salary or a
draw on commissions. Less experienced salespeople typically receive base salaries and bonuses.
In addition, we currently issue RSUs, as well as other forms of equity-based compensation, to provide liquidity to our employees, to align the interests
of our employees and management with those of common stockholders, to help motivate and retain key employees, and to encourage a collaborative culture
that drives cross-selling and revenue growth. These awards contain extended vesting schedules which we consider to be highly retentive and that vary based
upon compensation level and role (typically three-to-seven-year ratable vesting), which in most cases are largely dependent upon continued service.
Prior to the Corporate Conversion, we issued limited partnership units, as well as other forms of unit-based compensation, including grants of
exchangeability of limited partnership units into shares of BGC Class A common stock and grants of shares of our restricted stock, to motivate and retain key
employees. These limited partnership units, which could be redeemed at any time for zero, were subject to forfeiture if the non-compete, confidentiality or non-
solicit provisions of the BGC Holdings Limited Partnership Agreement related to these awards were violated, were also extremely retentive. 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. Certain of these loans also may be either
wholly or in part repaid from the proceeds of the sale of our employees’ shares of BGC Class A common stock. In addition, certain loans may be forgiven over
a period of time. The forgivable portion of these loans is recognized as compensation expense over the life of the loan. From time to time, we may also enter
into agreements with employees to grant bonus and salary advances or other types of loans. These advances and loans are repayable in timeframes outlined in
the underlying agreements. We believe that these loans incentivize and promote retention of our employees.
In addition, we also enter into deferred compensation agreements with employees providing services to us. The costs associated with such plans are
generally amortized over the period in which they vest.
See Note 18—“Compensation” to our Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10‑K for more information.
Other Operating Expenses
We have various other operating expenses. We incur leasing, equipment and maintenance expenses for our businesses worldwide. We also incur
selling and promotion expenses, which include entertainment, marketing and travel-related expenses. We incur communication expenses for voice and data
connections with our clients, clearing agents and general usage; professional and consulting fees for legal, audit and other special projects; and interest expense
related to short-term operational funding needs, and notes payable and other borrowings.
Primarily in the U.S., we pay fees to Cantor for performing certain administrative and other support services, including charges for occupancy of
office space, utilization of fixed assets and accounting, operations, human resources, legal services and technology infrastructure support. Management believes
that these charges are a reasonable reflection of the utilization of services rendered. However, the expenses for these services are not necessarily indicative of
the expenses that would have been incurred if we had not obtained these services from Cantor. In addition, these charges may not reflect the costs of services
we may receive from Cantor in the future. We incur commissions and floor brokerage fees for clearing, brokerage and other transactional expenses for clearing
and settlement services. We also incur various other normal operating expenses.
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Other Income (Losses), Net
Gain (Loss) on Divestiture and Sale of Investments
Gain (loss) on divestiture and sale of investments represents the gain or loss we recognize for the divestiture or sale of our investments.
Gains (Losses) on Equity Method Investments
Gains (losses) on equity method investments represent our pro-rata share of the net gains (losses) on investments over which we have significant
influence but which we do not control.
Other Income (Loss)
Other Income (loss) is comprised of gains or losses related to fair value adjustments on investments carried under the alternative method. Other
Income (loss) also includes realized and unrealized gains or losses related to sales and mark-to-market adjustments on marketable securities and any related
hedging transactions when applicable. Acquisition-related fair value adjustments of contingent consideration and miscellaneous recoveries are also included in
Other Income (loss).
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. U.S. federal and state income tax liability or benefit related to the
partnership income or loss, with the exception of UBT, rests with the partners (see Note 2—“Limited Partnership Interests in BGC Holdings and Newmark
Holdings” in Part II, Item 8 of this Annual Report on Form 10‑K for discussion of partnership interests), rather than the partnership entity. Our Consolidated
Financial Statements include U.S. federal, state and local income taxes on our allocable share of the U.S. results of operations. Outside of the U.S., we operate
principally through subsidiary corporations subject to local income taxes.
REGULATORY ENVIRONMENT
See “Regulation” in Part I, Item 1 of this Annual Report on Form 10‑K for information related to our regulatory environment.
HIRING
Key drivers of our revenue are front-office producer headcount and average revenue per producer. We believe that our strong technology platform and
unique compensation structure have enabled us to use both acquisitions and recruiting to uniquely position us to be able to outperform our peer group.
We have invested significantly through acquisitions and the hiring of new brokers, salespeople, managers, and other front-office personnel. The
business climate for these acquisitions has been competitive, and it is expected that these conditions will persist for the foreseeable future. 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.
As of December 31, 2025, our front-office headcount was 2,510 brokers, salespeople, managers, and other front-office personnel, up 16.1% from
2,161 a year ago, primarily due to the acquisition of OTC Global. Compared to the prior year, average revenue per front-office employee for the year ended
December 31, 2025 increased by 16.4% to $1.2 million from $1.0 million.
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FINANCIAL HIGHLIGHTS
Full year 2025 compared to full year 2024:
Income from operations before income taxes was $213.7 million compared to $173.1 million in the prior year period.
Total revenues increased $678.6 million compared to the prior year period, or 30.0%, to $2,941.5 million. Excluding OTC Global, revenues grew
$337.0 million, or 14.9%. Brokerage revenues increased by $660.1 million, or 32.4%, due to overall growth across all asset classes:
•
ECS increased $427.4 million, or 88.4%, driven by the operations of OTC Global. Excluding OTC Global, ECS grew by $100.9 million, or
20.9%;
•
Rates increased $109.2 million, or 15.9%;
•
FX increased $69.3 million, or 19.3%;
•
Credit increased $8.2 million, or 2.9%; and
•
Equities increased $46.0 million, or 20.6%.
There was an increase of $12.0 million, or 9.5% in Data, network and post-trade revenues, primarily driven by Lucera and Fenics Market Data and
OTC Global, partially offset by lower post-trade revenues due to the sale of BGC’s Capitalab business in the fourth quarter of 2024. Excluding Capitalab, Data,
network and post-trade revenues grew by $17.0 million, or 13.9%. There was an increase of $10.9 million, or 52.8%, in Other revenues, primarily driven by the
operations of OTC Global and increased consulting income. There was a decrease of $2.4 million, or 4.3% in Interest and dividend income, primarily due to
lower dividend amounts received from our equity securities, which are included in “Other assets” in our Consolidated Statements of Financial Condition, offset
by higher balances earning interest.
Total expenses increased $634.9 million, or 29.1%, to $2,817.2 million compared to the prior year period, primarily driven by the operations of OTC
Global, which we acquired on April 1, 2025. We recorded total expenses of $308.8 million for the year ended December 31, 2025 related to the operations of
OTC Global. Total compensation and employee benefits expenses increased by $492.7 million, which was primarily due to the operations of OTC Global,
higher commissionable revenues, expenses related to our current cost reduction program, costs associated with the acceleration of certain employee loans, and
the weaker U.S. Dollar during the period. The $142.2 million increase in non-compensation expenses was primarily driven by the operations of OTC Global
and an increase in Interest expense related to the BGC Group 6.150% Senior Notes issued in April 2025, and the BGC Group 6.600% Senior Notes issued in
June 2024. The increase in Interest expense was partially offset by a reduction of interest expense due to the repayments in full of the $255.5 million aggregate
principal amount of BGC Group 3.750% Senior Notes and the $44.5 million aggregate principal amount of BGC Partners 3.750% Senior Notes on October 1,
2024. Non-compensation expenses also increased year over year, primarily due to higher Selling and promotion and Communication costs which were
primarily driven by the operations of OTC Global.
Total other income (losses), net decreased $3.1 million, or 3.4% to $89.5 million, which was largely driven by a $38.8 million gain on the sale of
Capitalab and $36.6 million unrealized gain recorded for the year ended December 31, 2024 related to fair value adjustments on investments carried under the
measurement alternative, offset by a $66.7 million gain on the sale of kACE recorded for the year ended December 31, 2025.
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RESULTS OF OPERATIONS
The following table sets forth our Consolidated Statements of Operations data expressed as a percentage of total revenues for the periods indicated (in
thousands):
Year Ended December 31,
2025
2024
2023
Actual
Results
Percentage
of Total
Revenues
Actual
Results
Percentage
of Total
Revenues
Actual
Results
Percentage
of Total
Revenues
Revenues:
Commissions
$
2,257,553 
76.7 %
$
1,648,817 
72.9 %
$
1,464,524 
72.3 %
Principal transactions
440,830 
15.0 
389,429 
17.2 
368,100 
18.2 
Total brokerage revenues
2,698,383 
91.7 
2,038,246 
90.1 
1,832,624 
90.5 
Fees from related parties
18,713 
0.6 
20,728 
0.9 
15,968 
0.8 
Data, network and post-trade
138,980 
4.7 
126,963 
5.6 
111,470 
5.5 
Interest and dividend income
53,825 
1.8 
56,223 
2.5 
45,422 
2.2 
Other revenues
31,559 
1.2 
20,658 
0.9 
19,917 
1.0 
Total revenues
2,941,460 
100.0 
2,262,818 
100.0 
2,025,401 
100.0 
Expenses:
Compensation and employee benefits
1,656,011 
56.3 
1,123,747 
49.7 
992,603 
49.1 
Equity-based compensation and allocations of net income
to limited partnership units and FPUs¹
329,588 
11.2 
369,143 
16.3 
355,378 
17.5 
Total compensation and employee benefits
1,985,599 
67.5 
1,492,890 
66.0 
1,347,981 
66.6 
Occupancy and equipment
184,210 
6.3 
169,238 
7.5 
162,743 
8.0 
Fees to related parties
38,296 
1.3 
32,529 
1.5 
32,649 
1.6 
Professional and consulting fees
67,037 
2.3 
64,949 
2.9 
60,398 
3.0 
Communications
136,433 
4.5 
120,624 
5.3 
114,143 
5.6 
Selling and promotion
105,237 
3.6 
70,466 
3.1 
61,884 
3.1 
Commissions and floor brokerage
70,259 
2.4 
70,798 
3.1 
61,523 
3.0 
Interest expense
125,318 
4.3 
91,075 
4.0 
77,231 
3.8 
Other expenses
104,782 
3.6 
69,694 
3.1 
74,278 
3.7 
Total expenses
2,817,171 
95.8 
2,182,263 
96.5 
1,992,830 
98.4 
Other income (losses), net:
Gains (losses) on divestitures and
 sale of investments
66,718 
2.3 
38,769 
1.7 
— 
— 
Gains (losses) on equity method investments
8,328 
0.3 
8,430 
0.4 
9,152 
0.5 
Other income (loss)
14,412 
0.4 
45,389 
2.0 
15,986 
0.7 
Total other income (losses), net
89,458 
3.0 
92,588 
4.1 
25,138 
1.2 
Income (loss) from operations before income taxes
213,747 
7.2 
173,143 
7.6 
57,709 
2.8 
Provision (benefit) for income taxes
67,208 
2.2 
49,915 
2.2 
18,934 
0.9 
Consolidated net income (loss)
$
146,539 
5.0 %
$
123,228 
5.4 %
$
38,775 
1.9 %
Less: Net income (loss) from operations attributable to
noncontrolling interest in subsidiaries
(8,423)
(0.3)
(3,760)
(0.2)
2,510 
0.1 
Net income (loss) available to common stockholders
$
154,962 
5.3 %
$
126,988 
5.6 %
$
36,265 
1.8 %
________________________
The components of Equity-based compensation and allocations of net income to limited partnership units and FPUs are as follows (in thousands):
1
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Year Ended December 31,
2025
2024
2023
Actual
Results
Percentage
of Total
Revenues
Actual
Results
Percentage
of Total
Revenues
Actual
Results
Percentage
of Total
Revenues
Issuance of common stock and grants of
exchangeability
$
143,329 
4.9 %
$
184,667 
8.1 %
$
171,646 
8.5 %
Allocations of net income and dividend
equivalents
2,517 
0.1 
4,196 
0.2 
6,302 
0.3 
LPU amortization
— 
— 
— 
— 
40,878 
2.0 
RSU, RSU Tax Account, and restricted stock
amortization
183,742 
6.2 
180,280 
8.0 
136,552 
6.7 
Equity-based compensation and allocations of net
income to limited partnership units and FPUs
$
329,588 
11.2 %
$
369,143 
16.3 %
$
355,378 
17.5 %
Year Ended December 31, 2025 Compared to Year Ended December 31, 2024
Revenues
Brokerage Revenues
Total brokerage revenues increased by $660.1 million, or 32.4%, to $2,698.4 million for the year ended December 31, 2025 as compared to the
year ended December 31, 2024. Commissions revenues increased by $608.7 million, or 36.9%, to $2,257.6 million for the year ended December 31, 2025 as
compared to the year ended December 31, 2024. Principal transactions revenues increased by $51.4 million, or 13.2%, to $440.8 million for the year ended
December 31, 2025 as compared to the year ended December 31, 2024.
Our ECS revenues increased by $427.4 million, or 88.4%, to $910.7 million for the year ended December 31, 2025, as compared to the year ended
December 31, 2024, which was primarily driven by OTC Global and strong organic growth across the broader energy complex and our shipping business.
Excluding OTC Global, ECS revenues grew by 20.9% for the year ended December 31, 2025 as compared to the year ended December 31, 2024.
Our Rates revenues increased by $109.2 million, or 15.9%, to $794.2 million for the year ended December 31, 2025, as compared to the year ended
December  31, 2024, reflecting higher volumes across all major interest rate products, including strong double-digit growth in G10 interest rate products,
emerging market products and repo products.
Our FX revenues increased by $69.3 million, or 19.3%, to $428.0 million for the year ended December 31, 2025, as compared to the year ended
December 31, 2024, which was primarily due to strong growth in emerging market currencies and G10 FX Options volumes.
Our Credit revenues increased by $8.2 million, or 2.9%, to $295.6 million for the year ended December 31, 2025, as compared to the year ended
December 31, 2024, which was primarily driven by higher emerging market, European credit and credit derivatives volumes.
Our Equities revenues increased by $46.0 million, or 20.6%, to $269.9 million for the year ended December 31, 2025, as compared to the year ended
December 31, 2024, which was primarily due to global equity volatility and strong market share gains.
Fees from Related Parties
Fees from related parties decreased by $2.0 million, or 9.7% to $18.7 million for the year ended December 31, 2025 as compared to the year ended
December 31, 2024, which was primarily driven by a decrease in revenues in connection with services provided to Cantor, such as accounting, occupancy, and
legal.
Data, Network and Post-Trade
Data, network and post-trade revenues increased by $12.0 million, or 9.5%, to $139.0 million for the year ended December 31, 2025 as compared to
the year ended December 31, 2024. This increase was primarily driven by strong revenue growth across Lucera and Fenics Market Data and the operations of
OTC Global, partially offset by lower post-trade revenues due to the sale of BGC’s Capitalab business in the fourth quarter of 2024. Excluding Capitalab,
revenues grew by 13.9% year-over-year.
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Interest and Dividend Income
Interest and dividend income decreased by $2.4 million, or 4.3%, to $53.8 million for the year  ended December  31, 2025 as compared to the
year ended December 31, 2024. This was primarily driven by a decrease in dividend income from the Company’s equity interests that are recorded under the
measurement alternative guidance and a decrease in borrowings from Cantor under the BGC Credit Agreement, partially offset by higher interest income
driven by increased interest-earning balances.
Other Revenues
Other revenues increased by $10.9 million, or 52.8%, to $31.6 million for the year  ended December  31, 2025 as compared to the year  ended
December 31, 2024, primarily driven by the operations of OTC Global and an increase in consulting income.
Expenses
Compensation and Employee Benefits
Compensation and employee benefits expense increased by $532.3 million, or 47.4%, to $1,656.0 million for the year ended December 31, 2025 as
compared to the year ended December 31, 2024. The increase was primarily attributable to the operations of OTC Global, with additional increases from higher
commissionable revenues, cost reduction charges, the acceleration of certain employee loans and the weakening of the U.S. Dollar.
Equity-Based Compensation and Allocations of Net Income to Limited Partnership Units and FPUs
Equity-based compensation and allocations of net income to limited partnership units and FPUs decreased by $39.6 million, or 10.7%, to $329.6
million for the year ended December 31, 2025 as compared to the year ended December 31, 2024 primarily due to a $54.4 million charge for the redemption of
Newmark Holdings LPUs, held by a former BGC executive officer who was still employed by the Company, in the year ended December 31, 2024. This was
partially offset by an increase in issuance of common stock.
Occupancy and Equipment
Occupancy and equipment expense increased by $15.0 million, or 8.8%, to $184.2 million for the year ended December 31, 2025 as compared to the
year ended December 31, 2024. This increase was primarily driven by the operations of OTC Global and an increase in software licenses.
Fees to Related Parties
Fees to related parties increased by $5.8 million, or 17.7%, to $38.3 million for the year ended December 31, 2025 as compared to the year ended
December 31, 2024. Fees to related parties are primarily allocations paid to Cantor for administrative and support services, such as accounting, occupancy, and
legal.
Professional and Consulting Fees
Professional and consulting fees increased by $2.1 million, or 3.2%, to $67.0 million for the year ended December 31, 2025 as compared to the
year ended December 31, 2024, which was primarily driven by the operations of OTC Global and increases in audit, tax, consulting charges and regulatory
fees.
Communications
Communications expense increased by $15.8 million, or 13.1%, to $136.4 million for the year  ended December  31, 2025 as compared to the
year ended December 31, 2024, which was primarily driven by the operations of OTC Global and increases in various terminal and line service costs across
market data and communications.
Selling and Promotion
Selling and promotion expense increased by $34.8 million, or 49.3%, to $105.2 million for the year ended December 31, 2025 as compared to the
year  ended December  31, 2024, which was primarily driven by the operations of OTC Global and an increase in business related travel and client
entertainment.
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Commissions and Floor Brokerage
Commissions and floor brokerage expense decreased by $0.5 million, or 0.8%, to $70.3 million for the year ended December 31, 2025 as compared to
the year ended December 31, 2024, which was primarily driven by volume and composition of trades in the year ended December 31, 2025.
Interest Expense
Interest expense increased by $34.2 million, or 37.6%, to $125.3 million for the year ended December 31, 2025 as compared to the year ended
December 31, 2024, which was primarily driven by the issuance of the BGC Group 6.150% Senior Notes in April 2025 and the BGC Group 6.600% Senior
Notes in June 2024, partially offset by a reduction of interest expense due to the repayments in full of the $255.5 million outstanding aggregate principal
amount of BGC Group 3.750% Senior Notes and the $44.5 million outstanding aggregate principal amount of BGC Partners 3.750% Senior Notes on October
1, 2024.
Other Expenses
Other expenses increased by $35.1 million, or 50.3%, to $104.8 million for the year  ended December  31, 2025 as compared to the year  ended
December 31, 2024, which was primarily due to the operations of OTC Global, as well as higher amortization expense related to the acquisitions of OTC
Global and Sage. Additionally, there were increases in reserves for certain audit and litigation matters.
Other Income (Losses), Net
Gains (Losses) on Divestitures and Sale of Investments
Gains (losses) on divestitures and sale of investments increased by $27.9 million, or 72.1%, to $66.7 million, for the year ended December 31, 2025 as
compared to the year ended December 31, 2024. The increase was driven by the gain recognized on the sale of kACE in December 2025 for $66.7 million. By
comparison, for the year ended December 31, 2024, the Company recorded a gain of $38.8 million related to the sale of Capitalab in October 2024.
Gains (Losses) on Equity Method Investments
Gains (losses) on equity method investments decreased by $0.1 million, or 1.2%, to a gain of $8.3 million due to the results of our equity method
investees, for the year ended December 31, 2025 as compared to a gain of $8.4 million for the year ended December 31, 2024.
Other Income (Loss)
Other income (loss) decreased by $31.0 million, or 68.2%, to $14.4 million for the year ended December 31, 2025 as compared to the year ended
December 31, 2024, which was primarily driven by a $36.6 million unrealized gain for the year ended December 31, 2024 compared to $7.1 million unrealized
gain for the year ended December 31, 2025 related to fair value adjustments on investments carried under the measurement alternative.
Provision (Benefit) for Income Taxes
Provision (benefit) for income taxes increased by $17.3 million, or 34.6%, to $67.2 million for the year ended December 31, 2025 as compared to the
year ended December 31, 2024. The increase was primarily driven by a change in the geographical and business mix of earnings, which can impact our
consolidated effective tax rate from period to period.
Net Income (Loss) Attributable to Noncontrolling Interest in Subsidiaries
Net income (loss) attributable to noncontrolling interest in subsidiaries decreased by $4.7 million, or 124.0%, to a loss of $8.4 million for the
year ended December 31, 2025 as compared to a loss of $3.8 million for the year ended December 31, 2024.
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Year Ended December 31, 2024 Compared to Year Ended December 31, 2023
Revenues
Brokerage Revenues
Total brokerage revenues increased by $205.6 million, or 11.2%, to $2,038.2 million for the year ended December 31, 2024 as compared to the
year ended December 31, 2023. Commission revenues increased by $184.3 million, or 12.6%, to $1,648.8 million for the year ended December 31, 2024 as
compared to the year ended December 31, 2023. Principal transactions revenues increased by $21.3 million, or 5.8%, to $389.4 million for the year ended
December 31, 2024 as compared to the year ended December 31, 2023.
Our brokerage revenues from ECS increased by $97.0 million, or 25.1%, to $483.2 million for the year ended December 31, 2024, as compared to the
year ended December 31, 2023, which was primarily driven by strong revenue growth across our energy complex, environmental products, and the acquisition
of Sage in the fourth quarter.
Our brokerage revenues from Rates increased by $74.6 million, or 12.2%, to $685.0 million for the year ended December 31, 2024, as compared to
the year ended December 31, 2023, reflecting higher volumes across the business including interest rate derivative and listed products.
Our FX revenues increased by $44.0 million, or 14.0%, to $358.7 million for the year ended December 31, 2024, as compared to the year ended
December 31, 2023, which was primarily driven by emerging market products and higher FX options volumes.
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.
Our brokerage revenues from Equities decreased by $12.6 million, or 5.3%, to $223.9 million for the year ended December 31, 2024, as compared to
the year ended December 31, 2023, primarily due to lower equity derivative trading volumes, partially offset by higher European and U.S. cash equity activity.
Fees from Related Parties
Fees from related parties increased by $4.8 million, or 29.8%, to $20.7 million for the year ended December 31, 2024 as compared to the year ended
December 31, 2023, which was primarily driven by an increase in revenues in connection with accounting, occupancy and legal services provided to Cantor.
Data, Network and Post-Trade
Data, network and post-trade revenues increased by $15.5 million, or 13.9%, to $127.0 million for the year ended December 31, 2024 as compared to
the year ended December 31, 2023. This increase was primarily driven by strong subscription-based revenue growth across Lucera and Fenics Market Data, as
a result of expanding both our client base and our offerings. Revenue growth was partially offset by lower post-trade revenues due to the sale of Capitalab in
the fourth quarter of 2024.
Interest and Dividend Income
Interest and dividend income increased by $10.8 million, or 23.8%, to $56.2 million for the year ended December 31, 2024 as compared to the
year ended December 31, 2023. This was primarily driven by an increase in interest income on bank deposits and money market funds, borrowings by Cantor
under the BGC Credit Agreement, which were primarily driven by changing interest rates and larger balances.
Other Revenues
Other revenues increased by $0.7 million, or 3.7%, to $20.7 million for the year  ended December  31, 2024 as compared to the year  ended
December 31, 2023, primarily driven by an increase in dividend income on investments and consulting income.
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Expenses
Compensation and Employee Benefits
Compensation and employee benefits expense increased by $131.1 million, or 13.2%, to $1,123.7 million for the year ended December 31, 2024 as
compared to the year ended December 31, 2023. The primary driver of the increase was higher commissionable revenues.
Equity-Based Compensation and Allocations of Net Income to Limited Partnership Units and FPUs
Equity-based compensation and allocations of net income to limited partnership units and FPUs increased by $13.8 million, or 3.9%, to $369.1 million
for the year ended December 31, 2024 as compared to the year ended December 31, 2023. 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. The year over year increase was partially offset by the issuance
of common stock and grants of exchangeability, which included, for the year ended December 31, 2023, a $60.9 million charge for the redemption of certain
non-exchangeable limited partnership units in connection with the issuance of shares of BGC Class A common stock and the accompanying tax payments
related to the Corporate Conversion in the year ended December 31, 2023.
Occupancy and Equipment
Occupancy and equipment expense increased by $6.5 million, or 4.0%, to $169.2 million for the year ended December 31, 2024 as compared to the
year ended December 31, 2023. This increase was primarily driven by an increase in software licenses and costs for consolidating BGC’s London office space.
Fees to Related Parties
Fees to related parties decreased by $0.1 million, or 0.4%, to $32.5 million for the year ended December 31, 2024 as compared to the year ended
December 31, 2023. Fees to related parties are allocations paid to Cantor for administrative and support services, such as accounting, occupancy, and legal.
Professional and Consulting Fees
Professional and consulting fees increased by $4.6 million, or 7.5%, to $64.9 million for the year ended December 31, 2024 as compared to the
year ended December 31, 2023, primarily driven by an increase in consulting and other professional services and fees.
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.
Selling and Promotion
Selling and promotion expense increased by $8.6 million, or 13.9%, to $70.5 million for the year ended December 31, 2024 as compared to the
year ended December 31, 2023, which was primarily driven by an increase in business related travel and client entertainment.
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.
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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.
Other Expenses
Other expenses decreased by $4.6  million, or 6.2%, to $69.7  million for the year  ended December  31, 2024 as compared to the year  ended
December 31, 2023, which was primarily due to a decrease in reserves related to potential losses associated with Russia’s Invasion of Ukraine and other
provisions, partially offset by an increase in revaluation expense and Charity Day contributions.
Other Income (Losses), Net
Gains (Losses) on Divestitures and Sale of Investments
Gains (losses) on divestitures and sale of investments increased by $38.8 million, to a gain of $38.8 million, for the year ended December 31, 2024 as
compared to no gain for the year ended December 31, 2023, primarily as a result of the sale of Capitalab in October 2024.
Gains (Losses) on Equity Method Investments
Gains (losses) on equity method investments decreased by $0.7 million, or 7.9%, to a gain of $8.4 million due to the results of our equity method
investees, for the year ended December 31, 2024 as compared to a gain of $9.2 million for the year ended December 31, 2023.
Other Income (Loss)
Other income (loss) increased by $29.4 million, or 183.9%, to $45.4 million for the year ended December 31, 2024 as compared to the year ended
December  31, 2023, primarily driven by a $36.6 million unrealized gain recorded related to fair value adjustments on investments carried under the
measurement alternative offset by a decrease in other recoveries.
Provision (Benefit) for Income Taxes
Provision (benefit) for income taxes increased by $31.0 million, or 163.6%, to $49.9 million for the year ended December 31, 2024 as compared to the
year ended December 31, 2023. 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.
Net Income (Loss) Attributable to Noncontrolling Interest in Subsidiaries
Net income (loss) attributable to noncontrolling interest in subsidiaries decreased by $6.3 million, or 249.8%, to a loss of $3.8  million for the
year ended December 31, 2024 as compared to the year ended December 31, 2023 as a result of losses recognized by non-controlling interest compared to the
prior year.
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QUARTERLY RESULTS OF OPERATIONS
The following table sets forth our unaudited quarterly results of operations for the indicated periods (in thousands). Results of any period are not
necessarily indicative of results for a full year and may, in certain periods, be affected by seasonal fluctuations in our business. Certain reclassifications have
been made to prior period amounts to conform to the current period’s presentation.
December
31, 2025
September
30, 2025
June 30,
2025
March 31,
2025
December
31, 2024
September
30, 2024
June 30,
2024
March 31,
2024
Revenues:
Commissions
$
590,187 
$
573,159 
$
599,496 
$
494,711 
$
431,469 
$
407,095 
$
395,081 
$
415,172 
Principal transactions
104,398 
99,951 
120,403 
116,078 
84,590 
93,551 
98,439 
112,849 
Fees from related parties
4,597 
4,453 
5,241 
4,422 
6,558 
5,106 
4,643 
4,421 
Data, network and post-trade
36,669 
34,349 
35,462 
32,500 
32,587 
32,661 
30,812 
30,903 
Interest and dividend income
12,889 
14,039 
15,268 
11,629 
12,370 
16,944 
17,145 
9,764 
Other revenues
7,627 
10,898 
8,134 
4,900 
4,758 
5,754 
4,641 
5,505 
Total revenues
756,367 
736,849 
784,004 
664,240 
572,332 
561,111 
550,761 
578,614 
Expenses:
Compensation and employee benefits
497,638 
400,262 
416,463 
341,648 
289,608 
271,307 
271,990 
290,842 
Equity-based compensation and
allocations of net income to limited
partnership units and FPUs
95,892 
74,447 
83,926 
75,323 
121,165 
85,690 
66,207 
96,081 
Total compensation and employee
benefits
593,530 
474,709 
500,389 
416,971 
410,773 
356,997 
338,197 
386,923 
Occupancy and equipment
47,549 
47,614 
46,478 
42,569 
42,278 
45,195 
40,959 
40,806 
Fees to related parties
10,191 
9,346 
10,409 
8,350 
9,054 
8,251 
8,009 
7,215 
Professional and consulting fees
17,269 
18,303 
15,796 
15,669 
17,701 
20,184 
12,805 
14,259 
Communications
35,517 
35,628 
34,659 
30,629 
30,028 
30,416 
30,172 
30,008 
Selling and promotion
30,525 
26,461 
28,810 
19,441 
18,605 
17,376 
17,714 
16,771 
Commissions and floor brokerage
18,737 
17,340 
16,690 
17,492 
18,453 
17,539 
17,414 
17,392 
Interest expense
33,040 
33,823 
33,801 
24,654 
24,263 
25,125 
21,551 
20,136 
Other expenses
26,997 
42,384 
24,654 
10,747 
14,847 
26,955 
13,334 
14,558 
Total expenses
813,355 
705,608 
711,686 
586,522 
586,002 
548,038 
500,155 
548,068 
Other income (losses), net:
Gain (loss) on divestiture and sale of
investments
66,718 
— 
— 
— 
38,769 
— 
— 
— 
Gains (losses) on equity method
investments
1,301 
2,290 
2,379 
2,358 
1,536 
2,360 
2,744 
1,790 
Other income (loss)
13,964 
(35)
581 
(98)
537 
4,276 
1,814 
38,762 
Total other income (losses), net
81,983 
2,255 
2,960 
2,260 
40,842 
6,636 
4,558 
40,552 
Income (loss) from operations before
income taxes
24,995 
33,496 
75,278 
79,978 
27,172 
19,709 
55,164 
71,098 
Provision (benefit) for income taxes
14,162 
7,434 
19,063 
26,549 
3,873 
5,996 
17,989 
22,057 
Consolidated net income (loss)
$
10,833 
$
26,062 
$
56,215 
$
53,429 
$
23,299 
$
13,713 
$
37,175 
$
49,041 
Less: Net income (loss) attributable to
noncontrolling interest in subsidiaries
(3,538)
(1,820)
(1,330)
(1,735)
(1,904)
(1,034)
(653)
(169)
Net income (loss) available to
common stockholders
$
14,371 
$
27,882 
$
57,545 
$
55,164 
$
25,203 
$
14,747 
$
37,828 
$
49,210 
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The table below details our brokerage revenues by product category for the indicated periods (dollar amounts in thousands):
December
31, 2025
September
30, 2025
June 30,
2025
March 31,
2025
December
31, 2024
September
30, 2024
June 30,
2024
March 31,
2024
Brokerage revenue by
product:
ECS
$
257,451 
$
241,622 
$
261,640 
$
149,937 
$
134,104 
$
112,921 
$
117,743 
$
118,464 
Rates
197,352 
195,328 
200,579 
200,945 
169,591 
174,313 
166,044 
175,085 
FX
102,841 
106,672 
108,452 
110,035 
93,648 
92,076 
88,946 
84,023 
Credit
64,284 
69,085 
75,282 
86,936 
62,404 
68,000 
69,381 
87,592 
Equities
72,657 
60,403 
73,946 
62,936 
56,313 
53,336 
51,406 
62,857 
Total brokerage revenues
$
694,585 
$
673,110 
$
719,899 
$
610,789 
$
516,060 
$
500,646 
$
493,520 
$
528,021 
Brokerage revenue by
product (percentage):
ECS
37.1 %
35.9 %
36.3 %
24.5 %
26.0 %
22.6 %
23.9 %
22.4 %
Rates
28.4 
29.0 
27.9 
33.0 
32.9 
34.7 
33.6 
33.2 
FX
14.8 
15.8 
15.1 
18.0 
18.1 
18.4 
18.0 
15.9 
Credit
9.3 
10.3 
10.5 
14.2 
12.1 
13.6 
14.1 
16.6 
Equities
10.5 
9.0 
10.3 
10.3 
10.9 
10.7 
10.4 
11.9 
Total brokerage revenues
100.0 %
100.0 %
100.0 %
100.0 %
100.0 %
100.0 %
100.0 %
100.0 %
Brokerage revenue by type:
Voice/Hybrid
$
567,360 
$
547,434 
$
592,534 
$
470,664 
$
406,545 
$
391,264 
$
387,101 
$
409,597 
Fully Electronic
127,225 
125,676 
127,365 
140,125 
109,515 
109,382 
106,419 
118,424 
Total brokerage revenues
$
694,585 
$
673,110 
$
719,899 
$
610,789 
$
516,060 
$
500,646 
$
493,520 
$
528,021 
____________________________
Includes Fenics Integrated.
LIQUIDITY AND CAPITAL RESOURCES
Balance Sheet
Our balance sheet and business model are not capital intensive. Our assets consist largely of Cash and cash equivalents, collateralized and
uncollateralized short-dated receivables and less liquid assets needed to support our business. Longer-term capital (equity and notes payable) is held to support
the less liquid assets and potential capital investment opportunities. Total assets as of December 31, 2025 were $4.4 billion, an increase of 22.8% as compared
to December 31, 2024. The increase in total assets was driven primarily by the acquisition of OTC Global, an increase in Receivables from broker-dealers,
clearing organizations, customers and related broker-dealers, Accrued commissions and other receivables, net, Loans, forgivable loans and other receivables
from employees and partners, net, and Cash and cash equivalents. We maintain a significant portion of our assets in Cash and cash equivalents and Financial
instruments owned, at fair value, with Cash and cash equivalents as of December 31, 2025 of $851.5 million, and our Liquidity as of December 31, 2025 of
$979.1 million. See “—Liquidity Analysis” below for a further discussion of our Liquidity and a reconciliation to the most comparable GAAP financial
measure. Our Financial instruments owned, at fair value, were $127.6 million as of December 31, 2025, compared to $186.2 million as of December 31, 2024.
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1
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Funding
Our funding base consists of longer-term capital (equity and notes payable) and shorter-term liabilities incurred through the normal course of business.
We have limited need for short-term unsecured funding in our regulated entities for their brokerage business. Contingent liquidity needs are largely limited to
potential cash collateral that may be needed to meet clearing bank, clearinghouse, and exchange margins and/or to fund fails. Current cash and cash equivalent
balances exceed our potential normal course contingent liquidity needs. We believe that cash and cash equivalents in and available to our largest regulated
entities, inclusive of financing provided by clearing banks and cash segregated under regulatory requirements, is adequate for potential cash demands of normal
operations, such as margin or financing of fails. We expect our operating activities going forward to generate adequate cash flows to fund normal operations,
share repurchases, and any dividends paid pursuant to our dividend policy. However, we continually evaluate opportunities for growth and to further enhance
our strategic position, including, among other things, acquisitions, strategic alliances and joint ventures potentially involving all types and combinations of
equity, debt and acquisition alternatives. As a result, we may need to raise additional funds to:
•
increase the regulatory net capital necessary to support operations;
•
support continued growth in our businesses;
•
effect acquisitions, strategic alliances, joint ventures and other transactions;
•
develop new or enhanced products, services and markets; and
•
respond to competitive pressures.
Acquisitions and financial reporting obligations related thereto may impact our ability to access longer term capital markets funding on a timely basis
and may necessitate greater short-term borrowings in the interim. This may impact our credit rating or our costs of borrowing. We may need to access short-
term capital sources to meet business needs from time to time, including, but not limited to, conducting operations; hiring or retaining brokers, salespeople,
managers, technology professionals and other front-office personnel; financing acquisitions; and providing liquidity, including in situations where we may not
be able to access the capital markets in a timely manner when desired by us. Accordingly, we cannot guarantee that we will be able to obtain additional
financing when needed on terms that are acceptable to us, if at all.
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. During the twelve
months ended December 31, 2025, we repurchased 30.2 million shares of BGC Class A common stock for aggregate consideration of $281.5 million,
representing a weighted-average price per share of $9.32.
Our current capital allocation priorities are 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, and on February 11, 2026, when our Board declared a $0.02 per share dividend for the fourth quarter of 2025,
we plan to continue to prioritize share repurchases over dividends and distributions. As of February 27, 2026, we have repurchased an additional 0.2 million
shares of BGC Class A common stock during the first quarter for aggregate consideration of $2.3 million, representing a weighted-average price per share of
$9.17.
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Notes Payable and Other Borrowings
Unsecured Senior Revolving Credit Agreement
On March 12, 2024, we repaid in full the $240.0 million of borrowings then-outstanding under the Revolving Credit Agreement, which had been
borrowed in 2023. On April 1, 2024, we borrowed $275.0 million under the Revolving Credit Agreement and used the proceeds from such borrowing, along
with cash on hand, to repay the principal and interest related to all of the $275.0 million of borrowings outstanding under the BGC Credit Agreement. On June
10, 2024, we repaid in full the $275.0 million of borrowings outstanding under the Revolving Credit Agreement. On October 1, 2024, we borrowed $200.0
million under the Revolving Credit Agreement and used the proceeds from such borrowing, along with cash on hand, to repay the principal and interest on the
$255.5 million aggregate outstanding principal amount of BGC Group 3.750% Senior Notes and $44.5 million aggregate outstanding principal amount of BGC
Partners 3.750% Senior Notes. On March 12, 2025, we borrowed $25.0 million under the Revolving Credit Agreement for general corporate purposes, and on
March 31, 2025, we borrowed $325.0 million under the Revolving Credit Agreement and used a portion of the proceeds from such borrowing to acquire OTC
Global. On April 3, 2025, we repaid in full the $550.0 million of borrowings outstanding under the Revolving Credit Agreement. On May 13, 2025, we
borrowed $140.0  million under the Revolving Credit Agreement, and on June 13, 2025, we borrowed an additional $15.0  million, for general corporate
purposes. On June 30, 2025, we repaid $70.0 million of borrowings outstanding under the Revolving Credit Agreement. On September 30, 2025, we repaid in
full the $85.0  million of borrowings outstanding under the Revolving Credit Agreement. On December 12, 2025, we borrowed $240.0 million under the
Revolving Credit Agreement.
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. 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.
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. 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.
See Note 17—“Notes Payable and Other Borrowings” to our Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10‑K
for information regarding our Revolving Credit Agreement.
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. On June 7, 2024, we entered into a
third amendment to the BGC Credit Agreement. The third amendment provides that the parties and their respective subsidiaries may borrow up to the total
available aggregate principal amount of $400.0  million pursuant to a new category of “FICC-GSD Margin Loans.” All other terms of the BGC Credit
Agreement, including terms applicable to loans made thereunder that are not FICC-GSD Margin Loans, remain the same.
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. On April 1, 2024, we repaid in
full the principal and interest related to the $275.0 million of borrowings outstanding under the BGC Credit Agreement. The average interest rate on
borrowings under this facility was 6.92% for the year ended December 31, 2024. As of both December 31, 2024 and 2023, there were no borrowings by us
outstanding under the BGC Credit Agreement. We recorded $1.1 million of interest expense related to the BGC Credit Agreement for the year ended
December 31, 2024. We did not record any interest expense related to the BGC Credit Agreement for the year ended December 31, 2023.
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On June 10, 2024, Cantor borrowed $180.0 million from us 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. 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. The average interest rate on borrowings under this facility was 7.13%
for the year ended December 31, 2024. We recorded interest income related to the BGC Credit Agreement of $3.8 million for the year ended December 31,
2024. We did not record any interest income related to the BGC Credit Agreement for the year ended December 31, 2023.
On April 4, 2025, Cantor borrowed $120.0 million from us under the BGC Credit Agreement. Cantor partially repaid us $15.0 million on April 14,
2025 and $28.0 million on June 5, 2025. On June 30, 2025, Cantor repaid in full to us the outstanding principal of $77.0 million borrowed from us under the
BGC Credit Agreement, plus accrued interest. These borrowings were not considered FICC-GSD Margin Loans. As of December 31, 2025, there were no
borrowings outstanding by Cantor under the BGC Credit Agreement. The average interest rate on borrowings under this facility was 6.17% for the year ended
December 31, 2025. We recorded interest income related to the BGC Credit Agreement of $1.5 million for the year ended December 31, 2025.
On November 12, 2025, we borrowed $20.0 million from Cantor under the BGC Credit Agreement for general corporate purposes. As of
December 31, 2025, we had $20.0 million outstanding under the BGC Credit Agreement. We recorded $0.2 million of interest expense related to the BGC
Credit Agreement during the year ended December 31, 2025. The average interest rate on borrowings under this facility was 5.45% for the year ended
December 31, 2025. On January 9, 2026, we repaid in full the principal and interest related to the $20.0 million of borrowings outstanding under the BGC
Credit Agreement.
See “—Liquidity and Capital Resources—Balance Sheet” herein, and Note 13—“Related Party Transactions” and Note 17—“Notes Payable and
Other Borrowings” to our Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10‑K for information regarding our BGC Credit
Agreement with Cantor.
5.375% Senior Notes due July 24, 2023
On July 24, 2023, BGC Partners repaid the $450.0 million principal amount plus accrued interest on the BGC Partners 5.375% Senior Notes using the
proceeds from the issuance of the BGC Partners 8.000% Senior Notes, cash on hand and borrowings under the Revolving Credit Agreement. 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.
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. In connection with the Exchange Offer, and on
behalf of BGC Partners, we also solicited consents from (i) holders of the BGC Partners Notes to certain proposed amendments to the indenture and
supplemental indentures pursuant to which such BGC Partners Notes were issued to, among other things, eliminate certain affirmative and restrictive covenants
and events of default, including the “Change of Control” provisions, which had applied to each series of the BGC Partners Notes, and (ii) holders of the BGC
Partners 8.000% Senior Notes to amend the registration rights agreement relating thereto to terminate such agreement.
See Note 17—“Notes Payable and Other Borrowings” to our Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10‑K
for information regarding our Exchange Offer.
3.750% Senior Notes due October 1, 2024
The BGC Group 3.750% Senior Notes and the BGC Partners 3.750% Senior Notes matured on October 1, 2024. 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.
BGC Group recorded interest expense related to the BGC Group 3.750% Senior Notes of $7.9 million and $2.6 million during the years ended
December 31, 2024 and 2023, respectively. BGC Partners recorded interest expense related to the BGC Partners 3.750% Senior Notes of $1.3 million and $9.5
million during the years ended December 31, 2024 and 2023, respectively.
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4.375% Senior Notes due December 15, 2025
The BGC Group 4.375% Senior Notes and the BGC Partners 4.375% Senior Notes matured on December 15, 2025. On December 15, 2025, we repaid
the $288.2 million aggregate principal amount outstanding plus accrued interest on the BGC Group 4.375% Senior Notes and the $11.8 million aggregate
principal amount outstanding plus accrued interest on the BGC Partners 4.375% Senior Notes using cash on hand and borrowings under the Revolving Credit
Agreement.
BGC Group recorded interest expense related to the BGC Group 4.375% Senior Notes of $12.8 million, $13.3 million and $3.3 million during the
years ended December 31, 2025, 2024 and 2023, respectively. BGC Partners recorded interest expense related to the BGC Partners 4.375% Senior Notes of
$0.5 million, $0.5 million and $10.5 million during the years ended December 31, 2025, 2024 and 2023, respectively.
8.000% Senior Notes due May 25, 2028
The outstanding aggregate principal amount of BGC Group 8.000% Senior Notes, which are general senior unsecured obligations of BGC Group, was
$347.2 million as of both December 31, 2025 and 2024. BGC Group recorded interest expense related to the BGC Group 8.000% Senior Notes of $28.5
million, $28.5 million and $7.1 million during the years ended December 31, 2025, 2024 and 2023, respectively.
On August 21, 2024, we repurchased $0.5 million of outstanding aggregate principal amount, plus accrued interest, of BGC Partners 8.000% Senior
Notes for $0.5 million. The outstanding aggregate principal amount of BGC Partners 8.000% Senior Notes, which are general senior unsecured obligations of
BGC Partners, was $2.3 million as of both December 31, 2025 and 2024, respectively. BGC Partners recorded interest expense related to the BGC Partners
8.000% Senior Notes of $0.2 million, $0.2 million and $10.0 million, during the years ended December 31, 2025, 2024 and 2023, respectively.
6.600% Senior Notes due June 10, 2029
The outstanding aggregate principal amount of BGC Group 6.600% Senior Notes, which are general senior unsecured obligations of BGC Group, was
$500.0 million as of both December 31, 2025 and 2024. BGC Group recorded interest expense related to the BGC Group 6.600% Senior Notes of $34.0 million
and $18.9 million the years ended December 31, 2025 and 2024. BGC Group did not record interest expense related to the BGC Group 6.600% Senior Notes
for the year ended December 31, 2023.
6.150% Senior Notes due April 2, 2030
The outstanding aggregate principal amount of BGC Group 6.150% Senior Notes, which are general senior unsecured obligations of BGC Group, was
$700.0 million as of December 31, 2025. We recorded interest expense related to the BGC Group 6.150% Senior Notes of $33.2 million for the year ended
December 31, 2025.
See Note 13—“Related Party Transactions” and Note 17—“Notes Payable and Other Borrowings” to our Consolidated Financial Statements in Part II,
Item 8 of this Annual Report on Form 10‑K for information regarding our senior notes.
Collateralized Borrowing
On April 8, 2019, BGC Partners entered into a $15.0 million secured loan arrangement, under which it pledged certain fixed assets as security for a
loan. 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. 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. 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. BGC Partners recorded interest expense related to this secured loan arrangement of nil for the year ended December 31,
2023.
Weighted-average Interest Rate
For the years ended December 31, 2025 and 2024, the weighted-average interest rate of our total Notes payable and other borrowings, which include
our Revolving Credit Agreement, Company Debt Securities, and BGC Credit Agreement, was 6.57% and 5.50%, respectively.
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See Note 17—“Notes Payable and Other Borrowings” to our Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10‑K
for information regarding our collateralized borrowings.
Short-term Borrowings
On August 22, 2017, BGC Partners entered into a committed unsecured loan agreement with Itau Unibanco S.A. The agreement provided for short-
term loans of up to $4.0 million (BRL 20.0 million). Borrowings under this agreement bore interest at the Brazilian Interbank offering rate plus 3.20%. During
June 2023, the borrowings under this agreement were repaid in full, and the loan was terminated. As of both December 31, 2025 and 2024, there were no
borrowings outstanding under the agreement. BGC Partners did not record any interest expense related to the agreement for the years ended December 31,
2025 and 2024. BGC Partners recorded interest expense related to the agreement of $0.2 million for the year ended December 31, 2023.
On August 23, 2017, BGC Partners entered into a committed unsecured credit agreement with Itau Unibanco S.A. The agreement provided for an
intra-day overdraft credit line up to $9.1 million (BRL 50.0 million). On August 20, 2021, the agreement was renegotiated, increasing the credit line to $10.9
million (BRL 60.0 million). On May 22, 2023 the agreement was renegotiated, increasing the credit line to $12.7 million (BRL 70.0 million). The maturity date
of the agreement is renewable every 90 days and the next maturity date is April 30, 2026. This agreement bears a fee of 1.32% per year. As of December 31,
2025 and 2024, there were no borrowings outstanding under this agreement. The bank fees related to the agreement were $0.2 million, $0.2 million and $0.2
million for the years ended December 31, 2025, 2024 and 2023, respectively.
See Note 17—“Notes Payable and Other Borrowings” to our Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10‑K
for information regarding our short-term borrowings.
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. Market-making transactions pursuant to this resale registration statement were terminated on November 8, 2024 in connection
with the filing of a replacement market-making resale registration statement.
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. Market-making transactions pursuant to this resale registration statement were terminated on November 10, 2025 in connection
with the filing of a replacement market-making resale registration statement.
On November 10, 2025, we 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, BGC Group 6.600% Senior Notes, and BGC Group 6.150% Senior Notes in connection with ongoing
market-making transactions, which may occur from time to time. Such market-making transactions in these securities may occur in the open market or may be
privately negotiated at prevailing market prices at the time of resale or at related or negotiated prices. Neither CF&Co, nor any of our other affiliates, has any
obligation to make a market in our securities, and CF&Co, or any such other affiliate, may discontinue market-making activities at any time without notice.
DEBT REPURCHASE PROGRAM
See Note 13—“Related Party Transactions” to our Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10‑K under the
heading “CEO Program and Other Transactions with CF&Co” for information about our Board-authorized debt repurchase program.
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LIQUIDITY ANALYSIS
We consider our Liquidity, a non-GAAP financial measure, to be comprised of the sum of Cash and cash equivalents, Reverse Repurchase
Agreements, and Financial instruments owned, at fair value, less Securities loaned and Repurchase Agreements. 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. We believe our cash, cash flows, and financing arrangements are sufficient to support our cash requirements for the next
twelve months and beyond.
We consider the following in analyzing changes in our Liquidity:
• Our Liquidity analysis includes a comparison of our Consolidated net income (loss) adjusted for certain non-cash items (e.g., Equity-based
compensation) as presented on the cash flow statement. Dividends are payments made to our holders of common shares and are related to
earnings from prior periods. These timing differences will impact our cash flows in a given period;
• Our investing and funding activities represent a combination of our capital raising activities, including short-term borrowings and
repayments, BGC Class A common stock repurchases and, previously, partnership unit redemptions, purchases and sales of securities,
dispositions, and other investments (e.g., acquisitions, forgivable loans to new brokers and capital expenditures—all net of depreciation and
amortization);
• Our securities settlement activities primarily represent deposits with clearing organizations;
• Other changes in working capital represent changes primarily in receivables and payables and accrued liabilities that impact our Liquidity;
and
• Changes in Reverse Repurchase Agreements and Financial instruments owned, at fair value may result from additional cash investments or
sales, which will be offset by a corresponding change in Cash and cash equivalents and, accordingly, will not result in a change in our
Liquidity. Conversely, changes in the market value of such securities are reflected in our earnings or other comprehensive income (loss) and
will result in changes in our Liquidity.
Discussion of the year ended December 31, 2025
The table below presents our Liquidity Analysis as of December 31, 2025 and December 31, 2024:
December 31, 2025
December 31, 2024
(in thousands)
 
 
Cash and cash equivalents
$
851,502 
$
711,584 
Financial instruments owned, at fair value
127,614 
186,197 
Total
$
979,116 
$
897,781 
Liquidity increased by $81.3 million, from $897.8 million as of December 31, 2024 to $979.1 million as of December 31, 2025. This increase was
driven primarily by financing and investing activities, including the issuance of $700.0 million aggregate principal amount of BGC Group 6.150% Senior
Notes, a $40.0 million increase in borrowings under the Revolving Credit Agreement, a $20.0 million increase in borrowings under the BGC Credit Agreement,
and $77.9 million of proceeds from the sale of kACE.
These cash inflows were partially offset by repayments of an aggregate of $300.0 million of BGC Group 4.3750% Senior Notes and BGC Partners
4.375% Senior Notes, $278.6 million of cash payments related to the acquisition of OTC Global, net of cash acquired, and $21.0 million related to additional
purchases of equity securities in existing investments carried under the measurement alternative. Additional uses of cash during the period included share
repurchases of $281.5 million, payments of $109.2 million for tax obligations related to equity awards (included in redemption and repurchase of equity awards
in the Consolidated Statements of Cash Flows), dividends to stockholders of $39.0 million, and capitalized expenditures of $66.0 million.
The remaining movement in cash and cash equivalents was primarily attributable to net cash provided by operating activities of $394.4 million during
the year ended December  31, 2025. Net cash provided by operating activities was driven by $637.1 million of net income adjusted for non‑cash items,
reflecting higher earnings from increased revenues, partially offset by net working capital cash outflows of $242.7 million.
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Working capital cash outflows were primarily related to accrued commissions receivable, net, of $65.8 million, and loans, forgivable loans, and other
receivables from employees and partners of $153.8 million, reflecting higher revenues, increased loan activity, and the timing of collections and issuances.
Financial instruments owned at fair value decreased from $186.2 million as of December 31, 2024 to $127.6 million as of December 31, 2025,
primarily due to the sale of treasury bills during the year.
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. 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. The cash increases were partially offset by the repayment
of the combined $300.0 million aggregate principal amount of, plus accrued interest on, the BGC Group 3.750% Senior Notes and BGC Partners 3.750%
Senior Notes, share repurchases of $262.2 million, cash used in the acquisition of Sage, net of cash acquired, of $64.2 million and the payment of dividends to
stockholders of $34.1 million.
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.
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. A credit
rating and/or the associated outlook can be revised upward or downward at any time by a rating agency if such rating agency decides that circumstances
warrant such a change. Any downgrade in our credit ratings and/or the associated outlooks could adversely affect the availability of debt financing on terms
acceptable to us, as well as the cost and other terms upon which we are able to obtain any such financing. In addition, credit ratings and associated outlooks
may be important to customers or counterparties when we compete in certain markets and when we seek to engage in certain transactions. In connection with
certain agreements, we may be required to provide additional collateral in the event of a credit ratings downgrade.
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CLEARING CAPITAL
In November 2008, we entered into the Clearing Capital Agreement with Cantor to clear U.S. Treasury and U.S. government agency securities
transactions on our behalf. In June 2020, the Clearing Capital Agreement was amended to cover Cantor providing clearing services in all eligible financial
products to us and not just U.S. Treasury and U.S. government agency securities. Pursuant to the terms of this agreement, so long as Cantor is providing
clearing services to us, Cantor shall be entitled to request from us cash or other collateral acceptable to Cantor in the amount reasonably requested by Cantor
under the Clearing Capital Agreement or Cantor will post cash or other collateral on our behalf for a commercially reasonable charge. On June 7, 2024, we
amended the Clearing Capital Agreement to modify the rate charged by Cantor for posting margin in respect of trades cleared on behalf of the Company to a
rate equal to Cantor’s cost of funding such margin through a draw on a third party credit facility provided to Cantor for which the use of proceeds is to finance
clearinghouse margin deposits and related transactions. 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. Cantor held cash or other property from us as collateral as of December 31, 2025 at a fair value
of $67.6 million.
REGULATORY REQUIREMENTS
Our Liquidity and available cash resources are restricted by regulatory requirements applicable to our operating subsidiaries. Many of these regulators,
including U.S. and non-U.S. government agencies and self-regulatory organizations, as well as state securities commissions in the U.S., are empowered to
conduct administrative proceedings that can result in civil and criminal judgments, settlements, fines, penalties, injunctions, enhanced oversight, remediation,
or other relief.
In addition, self-regulatory organizations, such as FINRA and the NFA, along with statutory bodies such as the FCA, the SEC, and the CFTC, require
strict compliance with their rules and regulations. The requirements imposed by regulators are designed to ensure the integrity of the financial markets and to
protect customers and other third parties who deal with broker-dealers and are not designed to specifically protect stockholders. These regulations often serve
to limit our activities, including through net capital, customer protection and market conduct requirements.
The final phase of Basel III (unofficially called “Basel IV”) is a global prudential regulatory standard designed to make banks more resilient and
increase confidence in the banking system. Its wide scope includes reviewing market, credit and operational risk along with targeted changes to leverage ratios.
Basel IV includes updates to the calculation of bank capital requirements with the aim of making outcomes more comparable across banks globally.
The FCA is the relevant statutory regulator in the U.K. The FCA’s objectives are to protect customers, maintain the stability of the financial services
industry and promote competition between financial services providers. It has broad rule-making, investigative and enforcement powers derived from the
Financial Services and Markets Act 2000 and subsequent and derivative legislation and regulations.
In January 2022, the FCA introduced a new Internal Capital and Risk Assessment (ICARA) process as a replacement for the Internal Capital
Adequacy Assessment Process (ICAAP). The ICARA process incorporates business model assessment, forecasting and stress testing, recovery planning and
wind-down planning. All firms were required to submit their proposed ICARA documentation by March 31, 2023, and then review its adequacy on an annual
basis thereafter, after which the FCA provide feedback that may require further documentation and may lead to a change in capital requirements. The adoption
of these proposed rules could restrict the ability of our large bank and broker-dealer customers to operate trading businesses and to maintain current capital
market exposures under the present structure of their balance sheets, and will cause these entities to need to raise additional capital in order to stay active in our
marketplaces.
In July 2023, the FCA further ensured that Consumer Duty is at the heart of every financial institution by rolling out Principle 12 specifically related
to Consumer Duty, where a firm must act to deliver good outcomes for retail customers. This initiative is poised to redefine the relationship between consumers
and financial institutions, where the FCA has demanded financial institutions foster a culture of trust, transparency, and accountability. Under Consumer Duty,
the onus has shifted to financial institutions to prioritize their customers’ best interest in every consideration made by the financial institution (the entire
customer life cycle) including demonstration and evidence that the product/service/action is in the best interest of the customer. Although not immediately
applicable to our business as we do not conduct business directly with the retail sector, we are conscious of the impact that this will have on underlying clients
who have obligations to fulfil. In so doing, they may require our firm to provide additional reporting in order to help them evidence their obligations.
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In addition, the majority of our other foreign subsidiaries are subject to similar regulation by the relevant authorities in the countries in which they do
business. Certain other of our foreign subsidiaries are required to maintain non-U.S. net capital requirements. 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. 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.
The majority of our foreign subsidiaries are subject to regulation by the relevant authorities in the countries in which they do business. These
subsidiaries may also be prohibited from repaying the borrowings of their parents or affiliates, paying cash dividends, making loans to their parent or affiliates
or otherwise entering into transactions, in each case, which may result in a significant reduction in their regulatory capital position without prior notification or
approval from their principal regulator. 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. 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.
EQUITY
As of December 31, 2025, we had 363.2 million shares of BGC Class A common stock and 109.5 million shares of BGC Class B common stock
outstanding. 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.
The weighted-average share counts, including securities that were anti-dilutive for our earnings per share calculations, for the three months and year
ended December 31, 2025 were as follows (in thousands):
Three Months Ended
December 31, 2025
Year Ended December 31,
2025
Common stock outstanding
471,612 
476,364 
RSUs and restricted stock (Treasury stock method)
15,122 
15,521 
Other
3,665 
4,586 
Total
490,399 
496,471 
__________________________
Common stock consisted of shares of BGC Class A common stock and shares of BGC Class B common stock and contingent shares of our Class A common stock for
which all necessary conditions have been satisfied except for the passage of time. For the three months ended December 31, 2025, the weighted-average number of
shares of BGC Class A common stock was 361.8 million and Class B shares was 109.5 million, and the weighted-average number of contingent shares of our Class A
common stock for which all necessary conditions have been satisfied except for the passage of time was 0.4 million. For the year ended December 31, 2025, the
weighted-average number of shares of BGC Class A common stock was 366.8 million and Class B shares was 109.5 million, and the weighted-average number of
contingent shares of our Class A common stock for which all necessary conditions have been satisfied except for the passage of time was 0.1 million.
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For the three months ended December 31, 2025, 15.1 million of 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. 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. 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. 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.
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. We also entered into
the July 2023 Sales Agreement, under which, we agreed to pay CF&Co 2% of the gross proceeds from the sale of shares pursuant to the CEO Program. CF&Co
is a wholly owned subsidiary of Cantor and an affiliate of BGC. For additional information on our CEO Program sales agreement, see Note 13—“Related Party
Transactions” to the Consolidated Financial Statements of this Annual Report on Form 10-K. The March 2021 Form S-3 Registration Statement and the July
2023 Sales Agreement related to the CEO Program both expired on August 2, 2025. As of December 31, 2025, we had not issued shares of BGC Class A
common stock under the March 2021 Form S-3 Registration Statement.
Our effective 2019 Form S-4 Registration Statement was originally filed on September 13, 2019, with respect to the offer and sale of up to 20 million
shares of BGC Class A common stock from time to time in connection with business combination transactions, including acquisitions of other businesses,
assets, properties or securities. As of December 31, 2025, we had issued an aggregate of 4.1 million shares of BGC Class A common stock under the 2019
Form S-4 Registration Statement.
Our effective DRIP Registration Statement was originally filed on June 24, 2011, with respect to the offer and sale of up to 10 million shares of BGC
Class A common stock under the DRIP. As of December 31, 2025, we had issued 0.9 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. The BGC Group Equity Plan provides for a maximum of 600 million shares of BGC Class A
common stock that may be delivered or cash settled pursuant to the exercise or settlement of awards granted under the BGC Group Equity Plan. 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.
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.
As of December 31, 2025, we have issued 2.4 million shares of BGC Class A common stock, 0.2 million of RSUs and paid $56.4 million in cash
related to such contingent payments.
As of December 31, 2025, there are 2.1 million shares of BGC Class A common stock, including 0.4 million contingent shares for which all necessary
conditions have been satisfied except for the passage of time and which are included in our computation of basic EPS, as well as 1.8 million shares of BGC
Class A common stock which will be issued if related targets are met and $7.0 million in cash which will be issued if related targets are met, net of forfeitures
and other adjustments.
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LEGAL PROCEEDINGS
On March 9, 2023, a purported class action complaint was filed against Cantor, BGC Holdings, and Newmark Holdings in the U.S. District Court for
the District of Delaware (Civil Action No. 1:23-cv-00265). The collective action, which was filed by seven former limited partners of the defendants on their
own behalf and on behalf of other similarly situated limited partners, alleges a claim for breach of contract against all defendants on the basis that the
defendants failed to make payments due under the relevant partnership agreements. Specifically, the plaintiffs allege that the non-compete and economic
forfeiture provisions upon which the defendants relied to deny payment are unenforceable under Delaware law. The plaintiffs allege a second claim against
Cantor and BGC Holdings for antitrust violations under the Sherman Act on the basis that the Cantor and BGC Holdings partnership agreements constitute
unreasonable restraints of trade. In that regard, the plaintiffs allege that the non-compete and economic forfeiture provisions of the Cantor and BGC Holdings
partnership agreements, as well as restrictive covenants included in partner separation agreements, cause anticompetitive effects in the labor market, insulate
Cantor and BGC Holdings from competition, and limit innovation. 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. 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. On December 16, 2024, the plaintiffs filed a notice of appeal to the Third Circuit Court of Appeals, followed by full
briefing by the parties. The Third Circuit Court of Appeals heard argument on September 17, 2025. On December 15, 2025, the Third Circuit affirmed the
District Court’s judgment dismissing the case.
Other legal proceedings
On February 16, 2024, an alleged Company stockholder, Martin J. Siegel, filed a putative class action lawsuit against Cantor Fitzgerald, L.P. and Mr.
Howard Lutnick in the Delaware Court of Chancery, asserting that the Corporate Conversion was unfair to Class A stockholders of BGC Partners, Inc. because
it increased Cantor’s percentage voting control over the Company. The suit is captioned Martin J. Siegel v. Cantor Fitzgerald, LP, C.A. 2024-0146-LWW. The
defendants moved to dismiss the complaint on April 22, 2024. The motion was argued at a hearing on January 9, 2025. On April 10, 2025, the court issued its
decision dismissing the complaint in full on the grounds that the plaintiff’s claim is derivative in nature and the plaintiff failed to make a demand on the Board
or plead that such a demand was futile. Plaintiff did not appeal the court’s ruling and the judgment dismissing the matter is now final.
CERTAIN RELATED PARTY TRANSACTIONS
See Note 13—“Related Party Transactions” and Note 27—“Subsequent Events” to our Consolidated Financial Statements in Part II, Item 8 of this
Annual Report on Form 10‑K for information regarding certain related party transactions.
CONTRACTUAL OBLIGATIONS AND COMMITMENTS
The following table summarizes certain of our contractual obligations at December 31, 2025 (in thousands):
Total
Less Than
1 Year
1-3 Years
3-5 Years
More Than
5 Years
Notes payable and other borrowings
$
1,789,500 
$
240,000 
$
— 
$
1,549,500 
$
— 
Operating leases
257,975 
34,679 
59,393 
39,689 
124,214 
Finance leases
2,021 
1,394 
627 
— 
— 
Interest on Notes payable and other borrowings
365,754 
105,293 
191,743 
68,718 
— 
Short-term borrowings from related parties
20,000 
20,000 
— 
— 
— 
Interest on Short-term borrowings
206 
206 
— 
— 
— 
One-time transition tax
4,421 
4,421 
— 
— 
— 
Other
17,330 
17,330 
— 
— 
— 
Total contractual obligations
$
2,457,207 
$
423,323 
$
251,763 
$
1,657,907 
$
124,214 
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Notes payable and other borrowings reflects $240.0 million of borrowings by the Company, which includes deferred financing costs of $2.4 million, outstanding under
the Revolving Credit Agreement as of December 31, 2025; $347.2 million of BGC Group 8.000% Senior Notes (the $347.2 million represents the principal amount of
the debt; the carrying value of the BGC Group 8.000% Senior Notes as of December 31, 2025 was approximately $345.4 million), $500.0 million of BGC Group
6.600% Senior Notes (the $500.0 million represents the principal amount of the debt; the carrying value of the BGC Group 6.600% Senior Notes as of December 31,
2025 was approximately $496.5 million), and $700.0 million of BGC Group 6.150% Senior Notes (the $700.0 million represents the principal amount of the debt; the
carrying value of the BGC Group 6.150% Senior Notes as of December 31, 2025 was approximately $693.8 million). Notes payable and other borrowings also reflects
$2.3 million of BGC Partners 8.000% Senior Notes (the $2.3 million represents both the principal amount and carrying value of the BGC Partners 8.000% Senior
Notes as of December  31, 2025). See Note 17—“Notes Payable and Other Borrowings” for more information regarding these obligations, including timing of
payments and compliance with debt covenants.
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. The Company subleases certain real estate to its affiliates and to third parties. The value of these
commitments is not material to the Company’s Consolidated Financial Statements.
Interest on notes payable and other borrowings reflects a total of $1.7 million of interest expense associated with the Company’s borrowings under the Revolving
Credit Agreement; $66.7 million of interest expense associated with the BGC Group 8.000% Senior Notes, $0.4 million of interest expense associated with the BGC
Partners 8.000% Senior Notes, $113.7 million of interest expense associated with the BGC Group 6.600% Senior Notes, and $183.2 million of interest expense
associated with the BGC Group 6.150% Senior Notes. 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. As of December 31, 2025, the
undrawn portion of the committed unsecured Revolving Credit Agreement was $460.0 million.
Short-term borrowings from related parties reflects $20.0 million the Company borrowed from Cantor under the BGC Credit Agreement on November 12, 2025.
The average interest rate on the outstanding short-term borrowings from related parties for the year ended December 31, 2025 was 5.45%.
The Company completed the calculation of the one-time transition tax on the deemed repatriation of foreign subsidiaries’ earnings pursuant to the Tax Act and
previously recorded a net cumulative tax expense of $28.6 million, net of foreign tax credits. During the second quarter of 2024, the Company settled its 2017 audit
with the IRS which included the transition tax. The revised net cumulative transition tax expense is $25.3 million, net of foreign tax credits, resulting in a net
adjustment of the payable balance by $3.3 million. The Company made an election to pay the taxes over eight years with 40% to be paid in equal installments over the
first five years and the remaining 60% to be paid in installments of 15%, 20% and 25% in years six, seven and eight, respectively. The cumulative remaining balance
as of December 31, 2025 is $4.4 million.
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.
OFF-BALANCE SHEET ARRANGEMENTS
In the ordinary course of business, we enter into arrangements with unconsolidated entities, including variable interest entities. See Note 14
—“Investments” to our Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10‑K for additional information related to our
investments in unconsolidated entities.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The preparation of our Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions
that affect the reported amounts of the assets and liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities in our Consolidated
Financial Statements. These accounting estimates require the use of assumptions about matters, some of which are highly uncertain at the time of estimation.
Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results of
which form the basis for making judgments, and we evaluate these estimates on an ongoing basis. To the extent actual experience differs from the assumptions
used, our Consolidated Statements of Financial Condition, Consolidated Statements of Operations and Consolidated Statements of Cash Flows could be
materially affected. We believe that the following accounting policies involve a higher degree of judgment and complexity.
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Revenue Recognition
We derive our revenues primarily through commissions from brokerage services, the spread between the buy and sell prices on matched principal
transactions, fees from related parties, data, network and post-trade services, and other revenues. See Note 3—“Summary of Significant Accounting Policies”
to our Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10‑K for further information regarding revenue recognition.
Equity-Based and Other Compensation
Discretionary Bonus: A portion of our compensation and employee benefits expense is comprised of discretionary bonuses, which may be paid in
cash, equity, partnership awards or a combination thereof. We accrue expense in a period based on revenues in that period and on the expected combination of
cash, equity and, prior to the Corporate Conversion, partnership units. Given the assumptions used in estimating discretionary bonuses, actual results may
differ.
Restricted Stock Units: We account for equity-based compensation awards using the guidance in ASC 718, Compensation—Stock Compensation.
RSUs provided to certain employees are accounted for as equity awards, and in accordance with U.S. GAAP, we are required to record an expense for the
portion of the RSUs that is ultimately expected to vest. Further, forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if
actual forfeitures differ from those estimates. Because assumptions are used in estimating employee turnover and associated forfeiture rates, actual results may
differ from our estimates under different assumptions or conditions.
The fair value of RSU awards to employees is based on the market value of the BGC Class A common stock on the grant date. As part of employee
compensation, we have granted both participating RSUs, which receive dividends, or non-participating RSUs. For non-participating RSUs, which do not
receive dividend equivalents, we adjust the fair value of the RSUs for the present value of expected forgone dividends, which requires us to include an estimate
of expected dividends as a valuation input. This grant-date fair value is amortized to expense ratably over the awards’ vesting periods.
For participating RSUs where dividends are paid during the vesting period or accumulated and paid to the employee upon vesting, the grant-date fair
value of the award should not be reduced. As such, we do not adjust the fair value of the RSUs for the present value of expected forgone dividends. This grant-
date fair value is amortized to expense ratably over the awards’ vesting periods.
For RSUs with graded vesting features, we have made an accounting policy election to recognize compensation cost on a straight-line basis. The
amortization is reflected as part of “Equity-based compensation and allocations of net income to limited partnership units and FPUs” in our Consolidated
Statements of Operations.
Restricted Stock: Restricted stock provided to certain employees is accounted for as an equity award, and as per U.S. GAAP guidance, we are required
to record an expense for the portion of the restricted stock that is ultimately expected to vest. We have granted restricted stock, prior to the Corporate
Conversion, that is not subject to continued employment or service; however, transferability is subject to compliance with our and our affiliates’ customary
noncompete obligations. Such shares of restricted stock are generally salable by partners in five to ten years. Because the restricted stock is not subject to
continued employment or service, the grant-date fair value of the restricted stock is expensed on the date of grant. The non-cash equity based compensation
expense is reflected as part of “Equity-based compensation and allocations of net income to limited partnership units and FPUs” in our Consolidated
Statements of Operations.
As a result of the Corporate Conversion, the Company has also granted shares of unvested restricted stock, which are subject to continued
employment or service with the Company or any affiliate or subsidiary of the company. The fair value of these restricted stock awards held by BGC employees
is based on the market value of BGC Class A common stock on the grant date, adjusted as appropriate based upon the award’s ineligibility to receive dividends,
as not all of these awards participate in receiving dividends, similar to the RSUs above. The grant-date fair value of the restricted stock is amortized to expense
ratably over the awards’ expected vesting periods. The non-cash equity-based amortization expense is reflected as a component of “Equity-based compensation
and allocations of net income to limited partnership units and FPUs” in our Consolidated Statements of Operations.
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Limited Partnership Units: Certain BGC employees held LPUs in BGC Holdings and hold LPUs in Newmark Holdings. Generally, such units received
quarterly allocations of net income, which were cash distributed on a quarterly basis and generally contingent upon services being provided by the unit holders.
In addition, Preferred Units were granted in connection with the grant of certain LPUs, such as PSUs, which may be granted exchangeability or redeemed in
connection with the grant of shares of common stock to cover the withholding taxes owed by the unit holder upon such exchange or grant. This was an
acceptable alternative to the common practice among public companies of issuing the gross amount of shares to employees, subject to cashless withholding of
shares to pay applicable withholding taxes. Preferred Units were not entitled to participate in partnership distributions other than with respect to the Preferred
Distribution. There were none of these LPUs or Preferred Units in BGC Holdings remaining after the Corporate Conversion was completed, while these LPUs
and Preferred Units in Newmark Holdings held by BGC employees were not impacted by the Corporate Conversion. The quarterly allocations of net income on
BGC Holdings LPUs held by BGC employees were reflected as a component of compensation expense under “Equity-based compensation and allocations of
net income to limited partnership units and FPUs” in the Company’s Consolidated Statements of Operations prior to the Corporate Conversion, and quarterly
allocations of net income on Newmark Holdings LPUs held by BGC employees, which were not impacted by the Corporate Conversion, are reflected as a
component of compensation expense under “Equity-based compensation and allocations of net income to limited partnership units and FPUs” in our
Consolidated Statements of Operations.
Certain of these LPUs entitle the holders to receive post-termination payments equal to the notional amount, generally in four equal yearly
installments after the holder’s termination. There were none of these LPUs in BGC Holdings remaining after the Corporate Conversion was completed, while
these LPUs in Newmark Holdings held by BGC employees were not impacted by the Corporate Conversion. These LPUs are accounted for as post-termination
liability awards under U.S. GAAP. Accordingly, we recognize a liability for these units on our Consolidated Statements of Financial Condition as part of
“Accrued compensation” for the amortized portion of the post-termination payment amount, based on the current fair value of the expected future cash payout.
We amortize the post-termination payment amount, less an expected forfeiture rate, over the vesting period, and record an expense for such awards based on
the change in value at each reporting period in our Consolidated Statements of Operations as part of “Equity-based compensation and allocations of net income
to limited partnership units and FPUs.”
Certain LPUs were granted exchangeability into shares of BGC or Newmark Class A common stock or were redeemed in connection with the grant of
BGC or Newmark Class A common stock issued; BGC Class A common stock was issued on a one-for-one basis, and Newmark Class A common stock is
issued based on the number of LPUs exchanged or redeemed multiplied by the then-current Exchange Ratio. At the time exchangeability was granted or shares
of BGC or Newmark Class A common stock were issued, we recognized an expense based on the fair value of the award on that grant date, which was included
in “Equity-based compensation and allocations of net income to limited partnership units and FPUs” in our Consolidated Statements of Operations. There were
no LPUs in BGC Holdings remaining after the Corporate Conversion was completed, while LPUs in Newmark Holdings held by BGC employees were not
impacted by the Corporate Conversion. 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. 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. This expense is included in “Equity-based
compensation and allocations of net income to limited partnership units and FPUs” in our Consolidated Statements of Operations.
Employee Loans: We have entered into various agreements with certain BGC 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. Certain of these loans
also may be either wholly or in part repaid from the proceeds of the sale of the BGC employees’ shares of BGC Class A common stock. In addition, certain
loans may be forgiven over a period of time. The forgivable portion of these loans is recognized as compensation expense over the life of the loan. From time
to time, we may also enter into agreements with employees to grant bonus and salary advances or other types of loans. These advances and loans are repayable
in timeframes outlined in the underlying agreements. We review the loan balances each reporting period for collectability. If we determine that the collectability
of a portion of the loan balances is not expected, we recognize a reserve against the loan balances. Actual collectability of loan balances may differ from our
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As of December  31, 2025 and 2024, the aggregate balance of employee loans, net, was $436.1 million and $360.1 million, respectively, and is
included as “Loans, forgivable loans and other receivables from employees and partners, net” in our Consolidated Statements of Financial Condition.
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.
Goodwill
Goodwill is the excess of the purchase price over the fair value of identifiable net assets acquired in a business combination. As prescribed in U.S.
GAAP guidance, Intangibles – Goodwill and Other, goodwill is not amortized, but instead is periodically tested for impairment. We review goodwill for
impairment on an annual basis during the fourth quarter of each fiscal year or whenever an event occurs or circumstances change that could reduce the fair
value of a reporting unit below its carrying amount.
When reviewing goodwill for impairment, we first assess qualitative factors to determine whether it is more likely than not that the fair value of a
reporting unit is less than its carrying amount, including goodwill. If the results of the qualitative assessment indicate that it is more likely than not that the fair
value of a reporting unit is less than its carrying amount, or if we choose to bypass the qualitative assessment, we perform a quantitative goodwill impairment
analysis as follows.
The quantitative goodwill impairment test, used to identify both the existence of impairment and the amount of impairment loss, compares the fair
value of a reporting unit with its carrying amount, including goodwill. If the carrying amount of a reporting unit exceeds its fair value, an impairment loss
should be recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. If the estimated fair value of a
reporting unit exceeds its carrying value, goodwill is deemed not to be impaired. To estimate the fair value of the reporting unit, we use a discounted cash flow
model and data regarding market comparables. The valuation process requires significant judgment and involves the use of significant estimates and
assumptions. These assumptions include cash flow projections, estimated cost of capital and the selection of peer companies and relevant multiples. Because
assumptions and estimates are used in projecting future cash flows, choosing peer companies and selecting relevant multiples, actual results may differ from
our estimates under different assumptions or conditions; and changes to these estimates and assumptions, as a result of changing economic and competitive
conditions, could materially affect the determination of fair value and/or impairment.
CECL
We present financial assets that are measured at amortized cost net of an allowance for credit losses, which represents the amount expected to be
collected over their estimated life. Expected credit losses for newly recognized financial assets carried at amortized cost, as well as changes to expected
lifetime credit losses during the period, are recognized in earnings. 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. The amount of the allowance is based on significant estimates and the ultimate losses may vary from such estimates as more
information becomes available or conditions change. 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. 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. Therefore, the tax liability or benefit related to the partnership income or loss except for UBT rests with the partners rather than the partnership
entity (see Note 2—“Limited Partnership Interests in BGC Holdings and Newmark Holdings” to our Consolidated Financial Statements in Part II, Item 8 of
this Annual Report on Form 10‑K for a discussion of partnership interests). As such, the partners’ tax liability or benefit is not reflected in our Consolidated
Financial Statements. The tax-related assets, liabilities, provisions or benefits included in our Consolidated Financial Statements also reflect the results of the
entities that are taxed as corporations, either in the U.S. or in foreign jurisdictions.
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We provide for uncertain tax positions based upon management’s assessment of whether a tax benefit is more likely than not to be sustained upon
examination by tax authorities. Management is required to determine whether a tax position is more likely than not to be sustained upon examination by tax
authorities, including resolution of any related appeals or litigation processes, based on the technical merits of the position. Because significant assumptions are
used in determining whether a tax benefit is more likely than not to be sustained upon examination by tax authorities, actual results may differ from our
estimates under different assumptions or conditions. We recognize interest and penalties related to income tax matters in “Provision for income taxes” in our
Consolidated Statements of Operations.
A valuation allowance is recorded against deferred tax assets if it is deemed more likely than not that those assets will not be realized. In assessing the
need for a valuation allowance, we consider all available evidence, including past operating results, the existence of cumulative losses in the most recent fiscal
years, estimates of future taxable income and the feasibility of tax planning strategies.
The measurement of current and deferred income tax assets and liabilities is based on provisions of enacted tax laws and involves uncertainties in the
application of tax regulations in the U.S. and other tax jurisdictions. Because our interpretation of complex tax law may impact the measurement of current and
deferred income taxes, actual results may differ from these estimates under different assumptions regarding the application of tax law.
The Tax Act includes the global intangible low-taxed income, GILTI, provision. This provision requires inclusion in our U.S. income tax return the
earnings of certain foreign subsidiaries. We have elected to treat taxes associated with the GILTI provision using the Period Cost Method and thus have not
recorded deferred taxes for basis differences under this regime.
Additional disclosures regarding our accounting for income taxes are provided in Note 20—“Income Taxes” to our Consolidated Financial Statements
in Part II, Item 8 of this Annual Report on Form 10-K.
There have been no significant changes to critical accounting policies and estimates during fiscal year 2025 other than updates to the revenue
recognition policy resulting from the acquisition of OTC Global. See Note 3—“Summary of Significant Accounting Policies” to our Consolidated Financial
Statements in Part II, Item 8 of this Annual Report on Form 10‑K for additional information regarding these critical accounting policies and other significant
accounting policies.
RECENT ACCOUNTING PRONOUNCEMENTS
See Note 1—“Organization and Basis of Presentation” to our Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10‑K
for information regarding recent accounting pronouncements.
ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Credit Risk
Credit risk arises from potential non-performance by counterparties and customers. BGC has established policies and procedures to manage its
exposure to credit risk. BGC maintains a thorough credit approval process to limit exposure to counterparty risk and employs monitoring to control the
counterparty risk from its matched principal and agency businesses. BGC’s account opening and counterparty approval process includes verification of key
customer identification, anti-money laundering verification checks and a credit review of financial and operating data. 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.
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.
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. The review includes an evaluation of
the ongoing collection process and an aging analysis of the brokerage receivables.
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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. 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.
The number of matched principal trades BGC executes has continued to grow as compared to prior years. Receivables from broker-dealers, clearing
organizations, customers and affiliated broker-dealers and Payables to broker-dealers, clearing organizations, customers and related broker-dealers on the
Company’s Consolidated Statements of Financial Condition primarily represent the simultaneous purchase and sale of the securities associated with those
matched principal transactions that have not settled as of their stated settlement dates. BGC’s experience has been that substantially all of these transactions
ultimately settle at the contracted amounts, however, the ability to settle has the potential to be impacted by unforeseen circumstances.
Market Risk
Market risk refers to the risk that a change in the level of one or more market prices, rates, indices or other factors will result in losses for a specified
position. BGC may allow certain of its desks to enter into unmatched principal transactions in the ordinary course of business and hold long and short inventory
positions. These transactions are primarily for the purpose of facilitating clients’ execution needs, adding liquidity to a market or attracting additional order
flow. As a result, BGC may have market risk exposure on these transactions. BGC’s exposure varies based on the size of its overall positions, the risk
characteristics of the instruments held and the amount of time the positions are held before they are disposed of. BGC has limited ability to track its exposure to
market risk and unmatched positions on an intra-day basis; however, it attempts to mitigate its market risk on these positions by strict risk limits, extremely
limited holding periods and hedging its exposure. These positions are intended to be held short term to facilitate customer transactions. However, due to a
number of factors, including the nature of the position and access to the market on which it trades, BGC may not be able to unwind the position and it may be
forced to hold the position for a longer period than anticipated. All positions held longer than intra-day are marked to market.
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. As a result of these different market risks, our holdings of equity securities could be materially
and adversely affected. We may seek to minimize the effect of price changes on a portion of our investments in equity securities through the use of derivative
contracts. However, there can be no assurance that our hedging activities will be adequate to protect us against price risks associated with our investments in
equity securities. See Note 11—“Derivatives” and Note 12—“Fair Value of Financial Assets and Liabilities” to our Consolidated Financial Statements in Part
II, Item 8 of this Annual Report on Form 10‑K for further information regarding these investments and related hedging activities.
Our risk management procedures and limits are designed to monitor and limit the risk of unintended loss and have been effective in the past. However,
there is no assurance that these procedures and limits will be effective at limiting unanticipated losses in the future. 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.
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. If any of our data processing systems do not operate properly or are disabled or if there are other shortcomings or failures in our internal
processes, people or systems, we could suffer impairment to our liquidity, financial loss, a disruption of our businesses, liability to clients, regulatory
intervention or reputational damage. 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. The inability of our systems to accommodate an increasing volume of transactions could also
constrain our ability to expand our businesses.
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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. This may include a disruption involving electrical, communications, transportation or
other services used by us or third parties with whom we conduct business.
Further, our operations rely on the secure processing, storage and transmission of confidential and other information on our computer systems and
networks. Although we take protective measures such as software programs, firewalls and similar technology to maintain the confidentiality, integrity and
availability of our and our clients’ information, the nature of the threats continue to evolve. As a result, our computer systems, software and networks may be
vulnerable to unauthorized access, loss or destruction of data (including confidential client information), account takeovers, unavailability or disruption of
service, computer viruses, acts of vandalism, or other malicious code, cyber-attacks and other events that could have an adverse security impact. 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 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. 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. For the financial assets and
liabilities denominated in the pound sterling and euro, including foreign currency hedge positions related to these currencies, we evaluated the effects of a 10%
shift in exchange rates between those currencies and the U.S. dollar, holding all other assumptions constant. 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 $1,549.5 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. 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. Borrowings under the BGC Credit Agreement bear interest at a rate equal to 25 basis points less than the applicable borrower’s borrowing rate
under its revolving credit agreement with third party banks, or if FICC-GSD Margin Loans, at a rate equal to the overnight interest rate actually earned by the
borrower or its affiliates on borrowings under the applicable FICC-GSD Margin Loan that are posted to clearinghouses or kept available for posting at
clearinghouses. 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%.
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ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
BGC Group, Inc. and Subsidiaries
Consolidated Financial Statements for the years ended December 31, 2025, 2024 and 2023
Reports of Independent Registered Public Accounting Firm (PCAOB ID 42)
123
Consolidated Financial Statements—
Consolidated Statements of Financial Condition
126
Consolidated Statements of Operations
127
Consolidated Statements of Comprehensive Income (Loss)
128
Consolidated Statements of Cash Flows
129
Consolidated Statements of Changes in Equity
131
Notes to Consolidated Financial Statements
134
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Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of BGC Group, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated statements of financial condition of BGC Group, Inc. (the Company) as of December 31, 2025 and 2024, the
related consolidated statements of operations, comprehensive income (loss), cash flows and changes in equity for each of the three years in the period ended
December 31, 2025, and the related notes and the financial statement schedule listed in the Index at Item 15(a)(2) (collectively referred to as the “consolidated
financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at
December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in
conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal
control over financial reporting as of December 31, 2025, based on criteria established in Internal Control-Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated March 2, 2026 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial
statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in
accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to
assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such
procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating
the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We
believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to
be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our
especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the
consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the
critical audit matter or on the accounts or disclosures to which it relates.
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Accounting for Acquisitions – Valuation of Customer Relationships Intangible Asset
Description of the Matter
As discussed in Note 4 to the consolidated financial statements, the Company completed the acquisition of OTC Global
Holdings, LP for consideration transferred of $309 million during the year ended December 31, 2025. The transaction was
accounted for as a business combination and the Company preliminarily allocated $139 million of the purchase price to the
fair value of the customer relationships intangible asset.
Auditing the Company’s accounting for its acquisition was complex due to the significant estimation uncertainty in the
Company’s preliminary determination of the fair value of the customer relationships intangible asset. The significant
estimation uncertainty was primarily due to the sensitivity of the underlying assumptions used to derive the value of the
customer relationships intangible asset, primarily revenue growth rates and earnings before interest and taxes (“EBIT”)
margin used in the Company’s valuation model.
How We Addressed the Matter in
Our Audit
We obtained an understanding, evaluated the design and tested the operating effectiveness of the Company’s controls related
to acquired intangibles. Our procedures included testing controls over the valuation of the customer relationships intangible
asset, including management’s review of the valuation methodology and the significant assumptions used in estimating the
fair value of the customer relationships intangible asset.
To test the fair value of the customer relationships intangible asset, our audit procedures included, among others, assessing
the valuation methodology, testing the significant assumptions described above, and testing the completeness and accuracy
of the underlying data used by the Company. Our testing procedures over the significant assumptions included, among
others, comparing the forecasted revenue growth and EBIT margin to the historical results of the acquired business. We
assessed sensitivity analyses of significant assumptions to evaluate the changes in the fair value of the customer
relationships intangible asset resulting from changes in the assumptions. We also involved our valuation specialists to assist
in evaluating the valuation methodology used in the fair value estimate.
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 2008.
New York, New York
March 2, 2026
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Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of BGC Group, Inc.
Opinion on Internal Control Over Financial Reporting
We have audited BGC Group, Inc.’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—
Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our
opinion, BGC Group, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025,
based on the COSO criteria.
As indicated in the accompanying Management’s Report on Internal Control over Financial Reporting, management’s assessment of and conclusion on the
effectiveness of internal control over financial reporting did not include the internal controls of OTC Global Holdings, LP, Macro Hive Limited and the
business acquired from American Commodities Brokerage Company which are included in the 2025 consolidated financial statements of the Company and
constituted 4.2%, 0.0% and 0.0% of total assets, and 3.3%, -0.1% and -0.7% of net assets, respectively, as of December 31, 2025, and 11.6%, 0.0% and 0.0% of
revenues, respectively for the year then ended. Our audit of internal control over financial reporting of the Company also did not include an evaluation of the
internal control over financial reporting of OTC Global Holdings, LP, Macro Hive Limited, and the business acquired from American Commodities Brokerage
Company.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated
statements of financial condition of the Company as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income
(loss), cash flows and changes in equity for each of the three years in the period ended December 31, 2025, and the related notes and the financial statement
schedule listed in the Index at Item 15(a)(2) and our report dated March 2, 2026 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of
internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility
is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the
PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and
evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered
necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over
financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect
the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being
made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or
timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
New York, New York
March 2, 2026
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BGC GROUP, INC.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(in thousands, except per share data and numbers of shares)
December 31, 2025
December 31, 2024
Assets
Cash and cash equivalents
$
851,502 
$
711,584 
Cash segregated under regulatory requirements
22,171 
21,689 
Financial instruments owned, at fair value
127,614 
186,197 
Receivables from broker-dealers, clearing organizations, customers and related broker-dealers
468,035 
365,490 
Accrued commissions and other receivables, net
482,013 
324,213 
Loans, forgivable loans and other receivables from employees and partners, net
436,082 
360,060 
Fixed assets, net
182,080 
190,012 
Investments
37,765 
39,267 
Goodwill
648,616 
540,290 
Other intangible assets, net
427,950 
240,910 
Receivables from related parties
5,006 
7,323 
Other assets
723,155 
604,932 
Total assets
$
4,411,989 
$
3,591,967 
Liabilities and Equity
Liabilities
Short-term borrowings from related parties
20,000 
— 
Accrued compensation
364,016 
227,869 
Payables to broker-dealers, clearing organizations, customers and related broker-dealers
306,364 
225,377 
Payables to related parties
28,599 
28,960 
Accounts payable, accrued and other liabilities
771,963 
692,982 
Notes payable and other borrowings
1,775,705 
1,337,540 
Total liabilities
3,266,647 
2,512,728 
Commitments, contingencies and guarantees (Note 19)
Equity
Stockholders’ equity:
Class A common stock, par value $0.01 per share; 1,500,000,000 shares authorized at December 31, 2025 and December 31,
2024, respectively; 444,920,841 and 424,361,066 shares issued at December 31, 2025 and December 31, 2024, respectively;
and 363,175,091 and 374,296,914 shares outstanding at December 31, 2025 and December 31, 2024, respectively
4,449 
4,244 
Class B common stock, par value $0.01 per share; 300,000,000 shares authorized at December 31, 2025 and December 31,
2024, respectively; 109,452,953 issued and outstanding at December  31, 2025 and December  31, 2024, respectively,
convertible into Class A common stock
1,095 
1,095 
Additional paid-in capital
2,532,497 
2,311,104 
Treasury stock, at cost: 81,745,750 and 50,064,152 shares of Class A common stock at December 31, 2025 and December 31,
2024, respectively
(614,526)
(331,728)
Retained deficit
(910,391)
(1,026,359)
Accumulated other comprehensive income (loss)
(40,641)
(59,849)
Total stockholders’ equity
972,483 
898,507 
Noncontrolling interest in subsidiaries
172,859 
180,732 
Total equity
1,145,342 
1,079,239 
Total liabilities and equity
$
4,411,989 
$
3,591,967 
The accompanying Notes to the Consolidated Financial Statements are an integral part of these financial statements.
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BGC GROUP, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
Year Ended December 31,
2025
2024
2023
Revenues:
Commissions
$
2,257,553 
$
1,648,817 
$
1,464,524 
Principal transactions
440,830 
389,429 
368,100 
Fees from related parties
18,713 
20,728 
15,968 
Data, network and post-trade
138,980 
126,963 
111,470 
Interest and dividend income
53,825 
56,223 
45,422 
Other revenues
31,559 
20,658 
19,917 
Total revenues
2,941,460 
2,262,818 
2,025,401 
Expenses:
Compensation and employee benefits
1,656,011 
1,123,747 
992,603 
Equity-based compensation and allocations of net income to limited partnership units and FPUs
329,588 
369,143 
355,378 
Total compensation and employee benefits
1,985,599 
1,492,890 
1,347,981 
Occupancy and equipment
184,210 
169,238 
162,743 
Fees to related parties
38,296 
32,529 
32,649 
Professional and consulting fees
67,037 
64,949 
60,398 
Communications
136,433 
120,624 
114,143 
Selling and promotion
105,237 
70,466 
61,884 
Commissions and floor brokerage
70,259 
70,798 
61,523 
Interest expense
125,318 
91,075 
77,231 
Other expenses
104,782 
69,694 
74,278 
Total expenses
2,817,171 
2,182,263 
1,992,830 
Other income (losses), net:
Gains (losses) on divestitures and sale of investments
66,718 
38,769 
— 
Gains (losses) on equity method investments
8,328 
8,430 
9,152 
Other income (loss)
14,412 
45,389 
15,986 
Total other income (losses), net
89,458 
92,588 
25,138 
Income (loss) from operations before income taxes
213,747 
173,143 
57,709 
Provision (benefit) for income taxes
67,208 
49,915 
18,934 
Consolidated net income (loss)
$
146,539 
$
123,228 
$
38,775 
Less: Net income (loss) attributable to noncontrolling interest in subsidiaries
(8,423)
(3,760)
2,510 
Net income (loss) available to common stockholders
$
154,962 
$
126,988 
$
36,265 
Per share data (Note 6):
Basic earnings (loss) per share
Net income (loss) attributable to common stockholders
$
148,628 
$
121,215 
$
34,070 
Basic earnings (loss) per share
$
0.31 
$
0.26 
$
0.08 
Basic weighted-average shares of common stock outstanding
476,364 
473,390 
426,436 
Fully diluted earnings (loss) per share
Net income (loss) for fully diluted shares
$
148,675 
$
121,268 
$
33,943 
Fully diluted earnings (loss) per share
$
0.31 
$
0.25 
$
0.07 
Fully diluted weighted-average shares of common stock outstanding
480,950 
479,142 
489,989 
The accompanying Notes to the Consolidated Financial Statements are an integral part of these financial statements.
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BGC GROUP, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in thousands)
Year Ended December 31,
2025
2024
2023
Consolidated net income (loss)
$
146,539 
$
123,228 
$
38,775 
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments
19,758 
(21,515)
7,607 
Total other comprehensive income (loss), net of tax
19,758 
(21,515)
7,607 
Comprehensive income (loss)
166,297 
101,713 
46,382 
Less: Comprehensive income (loss) attributable to noncontrolling interest in subsidiaries,
net of tax
(7,873)
(4,008)
3,268 
Comprehensive income (loss) attributable to common stockholders
$
174,170 
$
105,721 
$
43,114 
The accompanying Notes to the Consolidated Financial Statements are an integral part of these financial statements.
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BGC GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Year Ended December 31,
2025
2024
2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Consolidated net income (loss)
$
146,539 
$
123,228 
$
38,775 
Adjustments to reconcile consolidated net income (loss) to net cash provided by (used in) operating
activities:
Fixed asset depreciation and intangible asset amortization
103,309 
81,434 
80,417 
Employee loan amortization and reserves on employee loans
140,314 
59,413 
51,313 
Equity-based compensation and allocations of net income to limited partnership units and FPUs
329,588 
369,143 
355,378 
Deferred compensation expense
762 
51 
54 
Losses (gains) on equity method investments
(8,328)
(8,430)
(9,152)
Unrealized/realized losses (gains) on financial instruments owned, at fair value and other investments
(7,838)
(38,577)
(4,406)
Amortization of discount (premium) on notes payable
4,830 
1,286 
3,662 
Impairment of fixed assets, intangible assets and investments
2,793 
746 
3,144 
Deferred tax provision (benefit)
(15,039)
(69,754)
(60,556)
Change in estimated acquisition earn-out payables
4,977 
1,146 
1,442 
Forfeitures of Class A common stock
(528)
(1,065)
(1,190)
Loss (gain) on divestiture
(66,718)
(39,019)
— 
Other
2,395 
10,663 
— 
Consolidated net income (loss), adjusted for non-cash and non-operating items
637,056 
490,265 
458,881 
Decrease (increase) in operating assets:
Financial instruments owned, at fair value
60,481 
(143,433)
(5,475)
Receivables from broker-dealers, clearing organizations, customers and related broker-dealers
(97,508)
(21,584)
212,490 
Accrued commissions receivable, net
(65,808)
(20,803)
(5,750)
Loans, forgivable loans and other receivables from employees and partners, net
(153,833)
(20,057)
(77,464)
Receivables from related parties
541 
(3,890)
(1,380)
Other assets
(44,234)
(10,674)
19,803 
Increase (decrease) in operating liabilities:
Accrued compensation
43,254 
19,603 
18,450 
Payables to broker-dealers, clearing organizations, customers and related broker-dealers
80,939 
23,319 
(203,902)
Payables to related parties
(361)
11,504 
24,145 
Accounts payable, accrued and other liabilities
(66,174)
(8,900)
(34,595)
Net cash provided by (used in) operating activities
$
394,353 
$
315,350 
$
405,203 
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from disposal of subsidiary
$
77,877 
$
45,741 
$
— 
Purchases of fixed assets
(21,488)
(29,624)
(14,924)
Capitalization of software development costs
(44,546)
(42,431)
(44,974)
Purchase of equity method investments
(750)
(1,750)
— 
Proceeds from equity method investments
8,936 
9,026 
9,421 
Payments for acquisitions, net of cash acquired
(280,712)
(64,174)
(39,755)
Purchase of investment carried under measurement alternative
(21,009)
(13,155)
— 
Loan to related parties
(120,000)
(180,000)
— 
Proceeds from repayment of related parties loan
120,000 
180,000 
— 
Purchase of other assets
(953)
(627)
(475)
Net cash provided by (used in) investing activities
$
(282,645)
$
(96,994)
$
(90,707)
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BGC GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS—(Continued)
(in thousands)
Year Ended December 31,
2025
2024
2023
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments of long-term debt borrowings
$
(1,005,000)
$
(815,000)
$
(623,251)
Issuance of long-term debt, net of deferred issuance costs
1,437,741 
965,057 
754,321 
Repayment of short-term borrowings from related parties
— 
(275,000)
— 
Issuance of short term borrowings from related parties
20,000 
275,000 
— 
Earnings distributions to limited partnership interests and other noncontrolling interests
(470)
(7,805)
(19,041)
Redemption and repurchase of equity awards
(109,154)
(138,894)
(117,867)
Dividends to stockholders
(38,994)
(34,165)
(17,381)
Repurchase of Class A common stock
(281,514)
(262,211)
(114,580)
Proceeds from sale of Cantor units in BGC Holdings
— 
— 
11,539 
Short term borrowings, net of repayments
— 
— 
(1,917)
Proceeds from noncontrolling interests
— 
171,667 
— 
Payments on acquisition earn-outs
(1,378)
(1,000)
(18,703)
Other
— 
(26,667)
— 
Net cash provided by (used in) financing activities
$
21,231 
$
(149,018)
$
(146,880)
Effect of exchange rate changes on Cash and cash equivalents, and Cash segregated under regulatory
requirements
7,461 
(8,961)
3,270 
Net increase (decrease) in Cash and cash equivalents, and Cash segregated under regulatory
requirements including Cash and Cash segregated under regulatory requirements
140,400 
60,377 
170,886 
Cash and cash equivalents, and Cash segregated under regulatory requirements at beginning of period
733,273 
672,896 
502,010 
Cash and cash equivalents, and Cash segregated under regulatory requirements at end of period
$
873,673 
$
733,273 
$
672,896 
Supplemental cash information:
Cash paid during the period for taxes
$
148,137 
$
103,524 
$
70,718 
Cash paid during the period for interest
109,418 
88,392 
80,664 
Supplemental non-cash information:
Issuance of Class A common stock upon exchange of limited partnership interests
$
— 
$
— 
$
45,868 
Issuance of Class A and contingent Class A common stock and limited partnership interests for acquisitions
6,588 
8,520 
7,275 
ROU assets and liabilities
97,625 
20,109 
27,201 
The accompanying Notes to the Consolidated Financial Statements are an integral part of these financial statements.
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BGC GROUP, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
For the Year Ended December 31, 2023
(in thousands, except share amounts)
BGC Group, Inc. Stockholders
Class A
Common
Stock
Class B
Common
Stock
Additional
Paid-in
Capital
Treasury
Stock
Retained
Deficit
Accumulated
Other
Comprehensive
Income (Loss)
Noncontrolling
Interest in
Subsidiaries
Total
Balance, January 1, 2023
$
4,719 
$
459 
$
2,559,418 
$
(711,454)
$
(1,138,066)
$
(45,431)
$
63,563 
$
733,208 
Consolidated net income (loss)
— 
— 
— 
— 
36,265 
— 
2,510 
38,775 
Other comprehensive gain, net of tax
— 
— 
— 
— 
— 
6,849 
758 
7,607 
Equity-based compensation, 14,758,605 shares
139 
— 
124,825 
8 
— 
— 
1,766 
126,738 
Dividends to common stockholders and
participating RSU holders
— 
— 
— 
— 
(17,381)
— 
— 
(17,381)
Earnings distributions to limited partnership
interests and other noncontrolling interests
— 
— 
(16,652)
— 
— 
— 
(12,294)
(28,946)
Grant of exchangeability and redemption of
limited partnership interests, issuance of
29,118,664 shares
291 
— 
86,505 
— 
— 
— 
26,405 
113,201 
Issuance of Class A common stock (net of costs),
518,191 shares
5 
— 
195 
— 
— 
— 
14 
214 
Redemption of FPUs, 184,990 Units
— 
— 
(155)
— 
— 
— 
(547)
(702)
Repurchase of Class A common stock,
23,250,551 shares
— 
— 
— 
(107,889)
— 
— 
(6,691)
(114,580)
Forfeiture of Class A common stock, 1,428,363
shares
— 
— 
331 
(1,410)
— 
— 
(111)
(1,190)
Contributions of capital to and from Cantor for
equity-based compensation
— 
— 
2,666 
— 
— 
— 
116 
2,782 
Grant of exchangeability, redemption of limited
partnership interests and issuance of Class A
common stock and RSUs for acquisitions,
5,504,698 shares
55 
— 
6,843 
— 
— 
— 
377 
7,275 
Cantor purchase of Cantor units from BGC
Holdings upon redemption of FPUs, 6,368,964
units
— 
— 
— 
— 
— 
— 
11,539 
11,539 
Redemption of FPUs and issuance of RSUs due
to the Corporate Conversion
— 
— 
12,410 
— 
— 
— 
2,096 
14,506 
Cantor units converted into shares of BGC
Group Class B common stock due to the
Corporate Conversion, 63,974,374 shares
— 
640 
75,788 
— 
— 
— 
(76,428)
— 
Restricted stock awards granted upon conversion
of limited partnership units due to the Corporate
Conversion, 38,610,233 shares
386 
— 
(386)
— 
— 
— 
— 
— 
Conversion of Class B common stock to Class A
common stock, 405,801 shares
4 
(4)
— 
— 
— 
— 
— 
— 
Cancellation of BGC Partners Inc. Treasury
Stock due to the Corporate Conversion,
156,386,616 shares
(1,563)
— 
(751,768)
753,331 
— 
— 
— 
— 
Other
— 
— 
5,110 
— 
— 
— 
— 
5,110 
Balance, December 31, 2023
$
4,036 
$
1,095 
$
2,105,130 
$
(67,414)
$
(1,119,182)
$
(38,582)
$
13,073 
$
898,156 
The accompanying Notes to the Consolidated Financial Statements are an integral part of these financial statements.
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BGC GROUP, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
For the Year Ended December 31, 2024
(in thousands, except share amounts)
BGC Group, Inc. Stockholders
Class A
Common
Stock
Class B
Common
Stock
Additional
Paid-in
Capital
Treasury
Stock
Retained
Deficit
Accumulated
Other
Comprehensive
Income (Loss)
Noncontrolling
Interest in
Subsidiaries
Total
Balance, January 1, 2024
$
4,036 
$
1,095 
$
2,105,130 
$
(67,414)
$
(1,119,182)
$
(38,582)
$
13,073 
$
898,156 
Consolidated net income (loss)
— 
— 
— 
— 
126,988 
— 
(3,760)
123,228 
Other comprehensive loss, net of tax
— 
— 
— 
— 
— 
(21,267)
(248)
(21,515)
Equity-based compensation, 15,838,276 shares
194 
— 
170,731 
(36)
— 
— 
— 
170,889 
Dividends to common stockholders and
participating RSU holders
— 
— 
— 
— 
(34,165)
— 
— 
(34,165)
Issuance of Class A common stock (net of costs),
314,591 shares
3 
— 
(1,242)
— 
— 
— 
— 
(1,239)
Repurchase of Class A common stock,
31,573,031 shares
— 
— 
— 
(262,211)
— 
— 
— 
(262,211)
Forfeiture of Class A common stock, 1,439,575
shares
— 
— 
1,001 
(2,067)
— 
— 
— 
(1,066)
Contributions of capital to and from Cantor for
equity-based compensation
— 
— 
51,462 
— 
— 
— 
— 
51,462 
Issuance of Class A common stock and RSUs for
acquisition 1,061,665 shares
11 
— 
8,509 
— 
— 
— 
— 
8,520 
Contributions from FMX Equity Partners
— 
— 
— 
— 
— 
— 
171,667 
171,667 
Other
— 
— 
(24,487)
— 
— 
— 
— 
(24,487)
Balance, December 31, 2024
$
4,244 
$
1,095 
$
2,311,104 
$
(331,728)
$
(1,026,359)
$
(59,849)
$
180,732 
$
1,079,239 
The accompanying Notes to the Consolidated Financial Statements are an integral part of these financial statements.
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BGC GROUP, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
For the Year Ended December 31, 2025
(in thousands, except share amounts)
BGC Group, Inc. Stockholders
Class A
Common
Stock
Class B
Common
Stock
Additional
Paid-in
Capital
Treasury
Stock
Retained
Deficit
Accumulated
Other
Comprehensive
Income (Loss)
Noncontrolling
Interest in
Subsidiaries
Total
Balance, January 1, 2025
$
4,244 
$
1,095 
$
2,311,104 
$
(331,728)
$
(1,026,359)
$
(59,849)
$
180,732 
$
1,079,239 
Consolidated net income (loss)
— 
— 
— 
— 
154,962 
— 
(8,423)
146,539 
Other comprehensive income, net of tax
— 
— 
— 
— 
— 
19,208 
550 
19,758 
Equity-based compensation, 18,700,010 shares
197 
— 
211,962 
(10)
— 
— 
— 
212,149 
Dividends to common stockholders and
participating RSU holders
— 
— 
— 
— 
(38,994)
— 
— 
(38,994)
Issuance of Class A common stock (net of costs),
149,153 shares
1 
— 
(1,505)
— 
— 
— 
— 
(1,504)
Repurchase of Class A common stock,
30,197,095 shares
— 
— 
— 
(281,514)
— 
— 
— 
(281,514)
Forfeiture of Class A common stock, 468,223
shares
— 
— 
746 
(1,274)
— 
— 
— 
(528)
Contributions of capital to and from Cantor for
equity-based compensation
— 
— 
2,293 
— 
— 
— 
— 
2,293 
Issuance of Class A common stock and RSUs for
acquisition 694,332 shares
7 
— 
6,581 
— 
— 
— 
— 
6,588 
Other
— 
— 
1,316 
— 
— 
— 
— 
1,316 
Balance, December 31, 2025
$
4,449 
$
1,095 
$
2,532,497 
$
(614,526)
$
(910,391)
$
(40,641)
$
172,859 
$
1,145,342 
For the Year Ended December 31,
2025
2024
2023
Dividends declared per share of common stock
$
0.08 
$
0.07 
$
0.04 
Dividends declared and paid per share of common stock
$
0.08 
$
0.07 
$
0.04 
The accompanying Notes to the Consolidated Financial Statements are an integral part of these financial statements.
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BGC GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Page
Note 1
Organization and Basis of Presentation
135
Note 2
Limited Partnership Interests in BGC Holdings and Newmark Holdings
140
Note 3
Summary of Significant Accounting Policies
143
Note 4
Acquisitions
152
Note 5
Divestitures
155
Note 6
Earnings Per Share
155
Note 7
Stock Transactions and Unit Redemptions
156
Note 8
Financial Instruments Owned, at Fair Value
158
Note 9
Collateralized Transactions
158
Note 10
Receivables from and Payables to Broker-Dealers, Clearing Organizations, Customers and Related Broker-Dealers
159
Note 11
Derivatives
159
Note 12
Fair Value of Financial Assets and Liabilities
161
Note 13
Related Party Transactions
164
Note 14
Investments
174
Note 15
Fixed Assets, Net
176
Note 16
Goodwill and Other Intangible Assets, Net
177
Note 17
Notes Payable and Other Borrowings
178
Note 18
Compensation
184
Note 19
Commitments, Contingencies and Guarantees
190
Note 20
Income Taxes
193
Note 21
Regulatory Requirements
197
Note 22
Segment and Geographic Information
198
Note 23
Revenues from Contracts with Customers
200
Note 24
Leases
201
Note 25
Current Expected Credit Losses (CECL)
203
Note 26
Supplemental Balance Sheet Information
204
Note 27
Subsequent Events
204
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1.    Organization and Basis of Presentation
Business Overview
BGC is a leading global marketplace, data, and financial technology company across the ECS and financial markets. The Company specializes in the
brokerage and trade execution of a broad range of ECS products, including listed derivatives and physical commodities in the oil and refined, and
environmental and energy transition, markets, as well as ship chartering. Additionally, the Company provides brokerage services across fixed income securities
such as government bonds and corporate bonds, as well as interest rate derivatives and credit derivatives, foreign exchange, equities and futures and options.
The Company also provides network and connectivity solutions, market data and related information services, and post-trade services.
BGC’s 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 the Company’s platforms, for transactions executed either OTC or through an exchange. Through the Company’s electronic
brands, BGC Group offers multiple trade execution, market data and information services, market infrastructure and connectivity services, as well as post-trade
services.
The Company’s 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. 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.
Corporate Conversion
Effective as of 12:01 a.m., Eastern Time, on July 1, 2023, BGC Holdings reorganized from a Delaware limited partnership into a Delaware limited
liability company through a merger with and into Holdings Merger Sub, with Holdings Merger Sub continuing as a direct subsidiary of BGC Partners.
Effective as of 12:02 a.m., Eastern Time, on July 1, 2023, Merger Sub 1 merged with and into BGC Partners, with BGC Partners continuing as a direct
subsidiary of BGC Group. At the same time, Merger Sub 2 merged with and into Holdings Merger Sub, with Holdings Merger Sub continuing as a subsidiary
of BGC Group. As a result of the Corporate Conversion Mergers, BGC Partners and BGC Holdings became wholly owned subsidiaries of BGC Group.
In the Holdings Reorganization Merger, each unit of BGC Holdings outstanding as of immediately prior to the Holdings Reorganization Merger was
converted into a substantially equivalent equity interest in Holdings Merger Sub.
In the Corporate Merger, each share of Class A common stock, par value $0.01 per share, of BGC Partners and each share of Class B common stock,
par value $0.01 per share, of BGC Partners outstanding was converted into one share of Class A common stock, par value $0.01 per share, of BGC Group and
one share of Class B common stock, par value $0.01 per share, of BGC Group, respectively.
In connection with, but prior to, the Corporate Conversion, the Company completed various transactions which included:
•
the redemption of certain non-exchangeable limited partnership units in connection with the issuance of shares of BGC Partners Class A common
stock and the accompanying tax payments, which led to an equity-based compensation charge of $60.9 million;
•
the exchange of the remaining 1.5  million exchangeable limited partnership units of BGC Holdings held by employees on June 30, 2023, for
1.0 million shares, after tax withholding, of BGC Partners Class A common stock;
•
the redemption of certain non-exchangeable limited partnership units of BGC Holdings held by employees and issuance of 16.9 million BGC Partners
RSUs on a one-for-one basis on June 30, 2023;
•
the redemption of certain non-exchangeable Preferred Units of BGC Holdings held by employees and issuance of $49.2 million of BGC Partners RSU
Tax Accounts on June 30, 2023, based on the fixed cash value of the Preferred Units redeemed;
•
the redemption of the remaining 5.6 million non-exchangeable FPUs and issuances of BGC Partners RSUs on a one-for-one basis on June 30, 2023,
which in turn reduced the “Redeemable Partnership Interest” to zero with an offsetting impact to “Total equity” in the Company’s Consolidated
Statements of Financial Condition as of June 30, 2023; and
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•
the purchase on June 30, 2023 by Cantor from BGC Holdings of an aggregate of 5,425,209 Cantor units for an aggregate consideration of $9,715,772
as a result of the redemption of 5,425,209 FPUs, and 324,223 Cantor units for an aggregate consideration of $598,712 as a result of the exchange of
324,223 FPUs.
As a result of the Corporate Conversion, on July 1, 2023:
•
64.0 million Cantor units, including 5.7 million purchased 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;
•
BGC Group assumed all BGC Partners RSUs, RSU Tax Accounts or restricted stock awards outstanding as of June 30, 2023; and
•
non-exchangeable limited partnership units of BGC Holdings were converted into equity awards denominated in cash, restricted stock and/or RSUs of
BGC Group, each as further set forth in the Corporate Conversion Agreement. BGC Group granted 38.6 million restricted stock awards, 25.3 million
RSUs, and $74.0 million of RSU Tax Accounts upon the conversion of the non-exchangeable shares of Holdings Merger Sub.
In connection with the Corporate Conversion on July 1, 2023, the BGC Holdings Limited Partnership Agreement was terminated. There were no
limited partnership units of BGC Holdings remaining after the Corporate Conversion was completed.
In connection with the Corporate Conversion on July 1, 2023, BGC Group assumed and adopted: the Eighth Amended and Restated BGC Partners,
Inc. Long-Term Incentive Plan, as amended and restated as the BGC Group, Inc. Long Term Incentive Plan; the BGC Partners Second Amended and Restated
BGC Partners Incentive Bonus Compensation Plan, as amended and restated, and renamed the BGC Group, Inc. Incentive Bonus Compensation Plan; and the
BGC Partners, Inc. Deferral Plan for Employees of BGC Partners, Inc., Cantor Fitzgerald, L.P. and Their Affiliates, as amended and restated as the BGC
Group, Inc. Deferral Plan for Employees of BGC Group, Inc., Cantor Fitzgerald, L.P. and Their Affiliates. The BGC Group Equity Plan provides for a
maximum of 600 million shares of BGC Class A common stock that may be delivered or cash settled pursuant to the exercise or settlement of awards granted
under the plan.
In connection with the Corporate Conversion on July 1, 2023, the BGC Holdings Limited Partnership Agreement was terminated, and the BGC
Holdings, L.P. Participation Plan was terminated.
In connection with the Corporate Conversion on July 1, 2023, BGC Group amended and restated its certificate of incorporation to reflect an increase
in the authorized shares of BGC Group Class A common stock to 1,500,000,000; an increase in the authorized shares of BGC Group Class B common stock to
300,000,000; and a provision providing for exculpation to officers of BGC Group pursuant to Section 102(b)(7) of the DGCL. Additionally, BGC Group
amended and restated its bylaws to adopt a provision providing that Delaware courts shall be the exclusive forum for certain matters.
2025 Board of Directors and Executive Officers Changes and Mr. Howard Lutnick Divestiture
On February 18, 2025, Mr. Howard 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. Howard Lutnick, to serve as a member of the Board. Additionally, on February 18, 2025 the
Company appointed Mr. Stephen Merkel to serve as a member of the Board and as Chairman of the Board. On February 18, 2025, the Company appointed
Messrs. John Abularrage, JP Aubin, and Sean Windeatt as Co-Chief Executive Officers of the Company and as the Co-Principal Executive Officers of the
Company.
On October 6, 2025, Mr. Howard Lutnick completed the divestiture of his holdings in the Company, Cantor and CFGM in compliance with U.S.
government ethics rules, including through the sale of all of the voting shares of CFGM and outstanding equity interests in various entities and family trusts
that hold the Company’s common stock to trusts controlled by Mr. Brandon Lutnick, and the sale of all of BGC Class B common stock held directly by him to
Cantor.
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Basis of Presentation
The Company’s Consolidated Financial Statements and Notes to the Consolidated Financial Statements have been prepared pursuant to the rules and
regulations of the SEC and in conformity with U.S. GAAP. The Company’s Consolidated Financial Statements include the Company’s accounts and all
subsidiaries in which the Company has a controlling interest. Intercompany balances and transactions have been eliminated in consolidation. Certain
reclassifications have been made to previously reported amounts to conform to the current presentation.
During the second quarter of 2023, the Company renamed “Data, software and post-trade” as “Data, network and post-trade” on the unaudited
Condensed Consolidated Statements of Operations.
During the third quarter of 2023, the Company renamed “Net income (loss) available to common stockholders” as “Net income (loss) attributable to
common stockholders” under the Basic earnings (loss) per share calculation on the unaudited Condensed Consolidated Statements of Operations.
During the first quarter of 2024, the Company changed the name of the brokerage product line formerly labeled as “Energy and Commodities” to
“Energy, Commodities, and Shipping” to better reflect the integrated operations of these businesses. The change did not result in any change in the
classification of revenues and had no impact on the Company’s Total brokerage revenues. See Note 22—“Segment and Geographic Information.”
The Consolidated Financial Statements contain all adjustments (consisting only of normal and recurring adjustments) that, in the opinion of
management, are necessary for a fair presentation of the Consolidated Statements of Financial Condition, the Consolidated Statements of Operations, the
Consolidated Statements of Comprehensive Income (Loss), the Consolidated Statements of Cash Flows and the Consolidated Statements of Changes in Equity
of the Company for the periods presented.
Recently Adopted Accounting Pronouncements
In September 2022, the FASB issued ASU No. 2022-04, Liabilities—Supplier Finance Programs (Subtopic 405-50): Debt Restructurings Disclosure
of Supplier Finance Program Obligations. The guidance requires entities to disclose the key terms of supplier finance programs they use in connection with the
purchase of goods and services along with information about their obligations under these programs, including a rollforward of those obligations. BGC adopted
the standard on the required effective date beginning on January 1, 2023, except for the rollforward requirement, which became effective for the Company
beginning on January 1, 2024. The guidance was adopted using a retrospective application to all periods in which a balance sheet is presented, and the
rollforward disclosure requirement will be applied prospectively. The rollforward disclosure requirement did not have a material impact on the Company’s
Consolidated Financial Statements.
In December 2022, the FASB issued ASU No. 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848. ASU No. 2020-
04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting provided optional guidance to ease the
potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. The ASU was effective upon issuance and
generally could be applied through December 31, 2022. Because the relief in ASC 848, Reference Rate Reform may not cover a period of time during which a
significant number of modifications may take place, the amendments in ASU No. 2022-06 deferred the sunset date from December 31, 2022 to December 31,
2024, after which entities are no longer permitted to apply the relief in ASC 848. The ASU was effective upon issuance. The adoption of this guidance did not
have an impact on the Company’s Consolidated Financial Statements.
In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The
guidance was issued in response to requests from investors for companies to disclose more information about their financial performance at the segment level.
The ASU does not change how a public entity identifies its operating segments, aggregates them or applies the quantitative thresholds to determine its
reportable segments. The standard requires a public entity to disclose significant segment expenses and other segment items on an annual and interim basis, and
to provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that were previously required annually. Public entities with a
single reportable segment are required to provide the new disclosures and all the disclosures previously required under ASC 280. BGC adopted the standard on
the required effective date for the Company’s financial statements issued for annual reporting periods beginning on January 1, 2024 and applies the guidance
for the interim periods beginning on January 1, 2025. Refer to Note 22—“Segment and Geographic Information.” The adoption of this guidance did not have
an impact on the Company’s Consolidated Financial Statements.
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In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The standard improves
the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the rate reconciliation and income
taxes paid disaggregated by jurisdiction. The ASU also includes certain other amendments to improve the effectiveness of income tax disclosures. BGC
adopted the standard on a prospective basis on the required effective date for the Company’s financial statements issued for annual reporting periods beginning
on January 1, 2025. Refer to Note 20—“Income Taxes.” The adoption of this guidance did not have an impact on the Company’s Consolidated Financial
Statements.
In March 2024, the FASB issued ASU No. 2024-01, Compensation—Stock Compensation (Topic 718): Scope Application of Profits Interest and
Similar Awards. The standard is intended to reduce the complexity in determining whether profits interests and similar awards are in the scope of ASC 718 and
to reduce diversity in practice. The new guidance applies to all reporting entities that grant profits interest awards or similar awards to employees or non-
employees in exchange for goods or services. The ASU adds an example to ASC 718 that illustrates how to apply the scope guidance to determine whether a
profits interest award should be accounted for as a share-based payment arrangement under ASC 718 or another accounting standard. BGC adopted the
standard on the required effective date beginning January 1, 2025 using a prospective transition method for profits interest awards granted or modified on or
after the effective date. The adoption of this guidance did not have a material impact on the Company’s Consolidated Financial Statements.
In March 2024, the FASB issued ASU No. 2024-02, Codification Improvements—Amendments to Remove References to the Concepts Statements. The
Conceptual Framework establishes concepts that the Board considers in developing standards. The ASU was issued to remove references to the Conceptual
Framework in the Codification. The FASB noted that references to the Concepts Statements in the Codification could have implied that the Concepts
Statements are authoritative. Also, some of the references removed were to Concepts Statements that are superseded. BGC adopted the standard on the required
effective date beginning January 1, 2025 using a prospective transition method for all new transactions recognized on or after the effective date. The adoption
of this guidance did not have a material impact on the Company’s Consolidated Financial Statements.
New Accounting Pronouncements
In October 2023, the FASB issued ASU No. 2023-06, Disclosure Improvements—Codification Amendments in Response to the SEC’s Disclosure
Update and Simplification Initiative. The standard is expected to clarify or improve disclosure and presentation requirements of a variety of ASC topics, allow
users to more easily compare entities subject to the SEC’s existing disclosure requirements with those entities that were not previously subject to the
requirements, and align the requirements in the Codification with the SEC’s regulations. The effective date for the guidance will be the date on which the
SEC’s removal of the related disclosure from Regulation S-X or Regulation S-K becomes effective. If by June 30, 2027 the SEC has not removed the
applicable requirements from Regulation S-X or Regulation S-K, the pending content of the related amendment will be removed from the Codification and will
not become effective for any entity. Management is currently evaluating the impact of the new standard on the Company’s Consolidated Financial Statements.
In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures
(Subtopic 220-40): Disaggregation of Income Statement Expenses. The standard improves financial reporting and responds to investor input that additional
expense detail is fundamental to understanding the performance of an entity, assessing its prospects for future cash flows, and comparing its performance over
time and with that of other companies. The new guidance requires public business entities to disclose in the notes to financial statements specified information
about certain costs and expenses at each interim and annual reporting period, including the amounts of employee compensation, depreciation, and intangible
asset amortization for each income statement line item that contains those expenses. Specified expenses, gains or losses that are already disclosed under
existing U.S. GAAP will be required by the ASU to be included in the disaggregated income statement expense line item disclosures, and any remaining
amounts will need to be described qualitatively. Separate disclosures of total selling expenses and an entity’s definition of those expenses will also be required.
The new guidance will become effective for the Company’s financial statements issued for annual reporting periods beginning on January 1, 2027 and interim
reporting periods beginning on January 1, 2028, will require either prospective or retrospective presentation, and early adoption is permitted. Management is
currently evaluating the impact of the new standard on the Company’s Consolidated Financial Statements.
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In May 2025, the FASB issued ASU No. 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting
Acquirer in the Acquisition of a Variable Interest Entity. The standard revises current guidance for determining the accounting acquirer for a transaction
effected primarily by exchanging equity interests in which the legal acquiree is a VIE that meets the definition of a business. The amendments differ from
current U.S. GAAP because, for certain transactions, they replace the requirement that the primary beneficiary of a VIE is always the acquirer with an
assessment that requires an entity to consider the factors to determine which entity is the accounting acquirer. Under the amendments, acquisition transactions
in which the legal acquiree is a VIE will, in more instances, result in the same accounting outcomes as economically similar transactions in which the legal
acquiree is a voting interest entity. The ASU does not change the accounting for a transaction determined to be a reverse acquisition or a transaction in which
the legal acquirer is not a business and is determined to be the accounting acquiree. The new guidance will become effective for the Company beginning on
January 1, 2027, will require a prospective transition method for business combinations that occur after the initial adoption date, and early adoption is
permitted. Management is currently evaluating the impact of the new standard on the Company’s Consolidated Financial Statements.
In May 2025, the FASB issued ASU No. 2025-04, Compensation—Stock Compensation (Topic 718) and Revenue from Contracts with Customers
(Topic 606): Clarifications to Share-Based Consideration Payable to a Customer. The standard was issued to reduce diversity in practice and improve the
decision usefulness and operability of the guidance for share-based consideration payable to a customer in conjunction with selling goods or services. The
amendments refine key aspects of the guidance, including the definition of “performance condition” as well as the measurement requirements and the treatment
of forfeitures. Other changes include clarification that the measurement of share-based consideration payable to a customer is addressed by ASC 718,
Compensation—Stock Compensation before and after the grant date. The new guidance will become effective for the Company beginning on January 1, 2027,
can be adopted using either a modified retrospective or full retrospective method, and early adoption is permitted. Management is currently evaluating the
impact of the new standard on the Company’s Consolidated Financial Statements.
In July 2025, the FASB issued ASU No. 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts
Receivable and Contract Assets. The standard, which is optional, addresses challenges faced by stakeholders when applying ASC 326, Financial Instruments—
Credit Losses, to current accounts receivable and current contract assets arising from transactions accounted for under ASC 606, Revenue from Contracts with
Customers. The amendments allow all entities to elect a practical expedient to assume that the current conditions as of the balance sheet date will remain
unchanged for the remaining life of the asset when developing a reasonable and supportable forecast as part of estimating expected credit losses on these assets.
The new guidance can be adopted by the Company beginning on January 1, 2026, using a prospective method. Management is currently evaluating the impact
of the new standard on the Company’s Consolidated Financial Statements.
In September 2025, the FASB issued ASU No. 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted
Improvements to the Accounting for Internal-Use Software. The ASU is intended to address stakeholder feedback that the current guidance for software costs is
outdated and not relevant given the evolution of software development. The standard clarifies and modernizes the accounting for costs related to internal-use
software. The guidance removes all references to project stages and clarifies the threshold entities apply to begin capitalizing costs. The standard includes
additional disclosure requirements as they are currently applied to property and equipment. The new guidance will become effective for the Company
beginning on January 1, 2028, can be adopted using either a prospective, modified retrospective or full retrospective method, and early adoption is permitted.
Management is currently evaluating the impact of the new standard on the Company’s Consolidated Financial Statements.
In September 2025, the FASB issued ASU No. 2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic
606): Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract. The ASU
addresses stakeholders’ concerns about the application of derivative accounting to contracts with features based on the operations or activities of one of the
parties to the contract, and the diversity in accounting for share-based noncash consideration from a customer that is consideration for the transfer of goods or
services. The amendments add a derivative scope exception for certain contracts with underlying factors that are based on the operations or activities of one of
the parties to the contract. The standard also clarifies the applicability of ASC 606 and its interaction with other ASC topics (including ASC 815 on derivatives
and hedging and ASC 321 on equity securities), in the accounting for share-based noncash consideration (such as warrants or shares) received from a customer
for the transfer of goods or services. The ASU is expected to provide investors with more comparable information and reduce accounting complexity and
related reporting costs for preparers and auditors. The new guidance will become effective for the Company beginning on January 1, 2027, can be adopted
using either a prospective or modified retrospective method, and early adoption is permitted. Management is currently evaluating the impact of the new
standard on the Company’s Consolidated Financial Statements.
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In December 2025, the FASB issued ASU No. 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. The guidance clarifies the
current interim disclosure requirements and their applicability. The ASU is intended to address feedback from stakeholders that the current guidance is difficult
to navigate. The amendments do not change the fundamental nature or expand or reduce the disclosure requirements of interim reporting. The ASU creates a
comprehensive list of interim disclosures required under U.S. GAAP and incorporates a disclosure principle that requires disclosures at interim periods when
an event or change that has a material effect on an entity has occurred since the previous year end. The new guidance will become effective for the Company
beginning on January 1, 2028, can be adopted using either a prospective or retrospective method, and early adoption is permitted. Management is currently
evaluating the impact of the new standard on the Company’s Consolidated Financial Statements.
In December 2025, the FASB issued ASU No. 2025-12, Codification Improvements. The guidance clarifies, corrects errors in or makes other
improvements to a variety of topics in the Codification that are intended to make it easier to understand and apply. The amendments apply to all reporting
entities in the scope of the affected accounting guidance. The new guidance will become effective for the Company beginning on January 1, 2027, can be
adopted using either a prospective or retrospective method, and early adoption is permitted. Management is currently evaluating the impact of the new standard
on the Company’s Consolidated Financial Statements.
SEC Rules on Climate-Related Disclosures
In March 2024, the SEC adopted the final rules, The Enhancement and Standardization of Climate-Related Disclosures for Investors, that would
require registrants to provide climate-related disclosures in a note to the audited financial statements. The disclosures would include certain effects of severe
weather events and other natural conditions, including the aggregate amounts and where in the financial statements they are presented. If carbon offsets or
renewable energy credits or certificates (“RECs”) are deemed a material component of the registrant’s plans to achieve its disclosed climate-related targets,
registrants would be required to disclose information about the offsets and RECs. Registrants would also be required to disclose whether and how (1) exposures
to risks and uncertainties associated with, or known impacts from, severe weather events and other natural conditions and (2) any disclosed climate-related
targets or transition plans materially impacted the estimates and assumptions used in preparing the financial statements. Finally, registrants would be required
to disclose additional contextual information about the above disclosures, including how each financial statement effect was derived and the accounting policy
decisions made to calculate the effects, for the most recently completed fiscal year and, if previously disclosed or required to be disclosed, for the historical
fiscal year for which audited consolidated financial statements are included in the filing. In April 2024, the SEC released an order staying the rules pending
judicial review of all of the petitions challenging the rules and in March 2025, the SEC voted to end its defense of the rules. Absent these developments, the
rules would have been effective for the Company on May 28, 2024 and phased in starting in 2025. Management is continuing to monitor the developments
pertaining to the rules and any resulting potential impacts on the Company’s Consolidated Financial Statements.
2.     Limited Partnership Interests in BGC Holdings and Newmark Holdings
Prior to the Corporate Conversion, BGC Partners was a holding company with no direct operations which conducted substantially all of its operations
through its operating subsidiaries. Virtually all of BGC Partners’ consolidated assets and net income were those of consolidated variable interest entities. BGC
Holdings was a consolidated subsidiary of BGC Partners for which BGC Partners was the general partner. BGC Partners and BGC Holdings jointly owned
BGC U.S. OpCo and BGC Global OpCo, the two operating partnerships of the Company. In addition, Newmark Holdings is a consolidated subsidiary of
Newmark for which Newmark is the general partner. Newmark and Newmark Holdings jointly own Newmark OpCo, the operating partnership. Listed below
are the limited partnership interests in BGC Holdings, prior to the Corporate Conversion, and Newmark Holdings. The FPUs, LPUs and limited partnership
interests held by Cantor, each as described below, collectively represent all of the limited partnership interests in BGC Holdings, prior to the Corporate
Conversion, and Newmark Holdings. The Corporate Conversion had no impact on Newmark and its organizational structure, nor any limited partnership
interests, described below, held by BGC employees in Newmark Holdings.
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As a result of the Separation, limited partnership interests in Newmark Holdings were distributed to the holders of limited partnership interests in
BGC Holdings, whereby each holder of BGC Holdings limited partnership interests at that time who held a BGC Holdings limited partnership interest received
a corresponding Newmark Holdings limited partnership interest, determined by the Contribution Ratio, which was equal to a BGC Holdings limited partnership
interest multiplied by one divided by 2.2, divided by the Exchange Ratio. Initially, the Exchange Ratio equaled one, so that each Newmark Holdings limited
partnership interest was exchangeable for one share of Newmark Class A common stock. For reinvestment, acquisition or other purposes, Newmark may
determine on a quarterly basis to distribute to its stockholders a smaller percentage than Newmark Holdings distributes to its equity holders (excluding tax
distributions from Newmark Holdings) of cash that it received from Newmark OpCo. In such circumstances, the Separation and Distribution Agreement
provides that the Exchange Ratio will be reduced to reflect the amount of additional cash retained by Newmark as a result of the distribution of such smaller
percentage, after the payment of taxes. The Exchange Ratio as of December 31, 2025 equaled 0.9264.
Founding/Working Partner Units
Founding/Working Partners had FPUs in BGC Holdings and have FPUs in Newmark Holdings. As of June 30, 2023, in connection with the Corporate
Conversion, all FPUs in BGC Holdings were redeemed or exchanged. The Corporate Conversion had no impact on FPUs held by partners of Newmark
Holdings. Prior to the Corporate Conversion, BGC Partners accounted for FPUs outside of permanent capital, as “Redeemable partnership interest,” in the
Company’s Consolidated Statements of Financial Condition. This classification was applicable to Founding/Working Partner units because these units were
redeemable upon termination of a partner, including a termination of employment, which could be at the option of the partner and not within the control of the
issuer. The BGC RSUs issued for the redemption of non-exchangeable FPUs in BGC Holdings, in connection with the Corporate Conversion, are now
accounted for as a part of permanent capital.
FPUs were held by limited partners who were employees and generally received quarterly allocations of net income. Upon termination of employment
or otherwise ceasing to provide substantive services, the FPUs were generally redeemed, and the unit holders were no longer entitled to participate in the
quarterly allocations of net income. Since these allocations of net income were cash distributed on a quarterly basis and were contingent upon services being
provided by the unit holder, they were reflected as a component of compensation expense under “Equity-based compensation and allocations of net income to
limited partnership units and FPUs” in the Company’s Consolidated Statements of Operations.
Limited Partnership Units
Certain BGC employees held LPUs in BGC Holdings and hold LPUs in Newmark Holdings (e.g., REUs, RPUs, PSUs, and PSIs). Prior to the
Separation, certain employees of both BGC and Newmark received LPUs in BGC Holdings. As a result of the Separation, these employees were distributed
LPUs in Newmark Holdings equal to a BGC Holdings LPU multiplied by the Contribution Ratio. Subsequent to the Separation, BGC employees were only
granted LPUs in BGC Holdings, and Newmark employees are only granted LPUs in Newmark Holdings. In connection with, or as a result of, the Corporate
Conversion, certain LPUs in BGC Holdings were redeemed/converted into BGC restricted stock awards or RSUs, and upon completion of the Corporate
Conversion, there were no LPUs of BGC Holdings remaining. The Corporate Conversion had no impact on the LPUs in Newmark Holdings held by BGC
employees.
Generally, LPUs received quarterly allocations of net income, which were cash distributed and generally were contingent upon services being
provided by the unit holder. As prescribed in U.S. GAAP guidance, following the Spin-Off, the quarterly allocations of net income on BGC Holdings LPUs
held by BGC employees were reflected as a component of compensation expense under “Equity-based compensation and allocations of net income to limited
partnership units and FPUs” in the Company’s Consolidated Statements of Operations prior to the Corporate Conversion, and quarterly allocations of net
income on Newmark Holdings LPUs held by BGC employees, which were not impacted by the Corporate Conversion, are reflected as a component of
compensation expense under “Equity-based compensation and allocations of net income to limited partnership units and FPUs” in the Company’s Consolidated
Statements of Operations. Quarterly allocations of net income on BGC Holdings LPUs held by Newmark employees were reflected as a component of “Net
income (loss) attributable to noncontrolling interest in subsidiaries” in the Company’s Consolidated Statements of Operations, prior to the Corporate
Conversion. From time to time, the Company also issued BGC Holdings LPUs as part of the consideration for acquisitions.
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Certain of these LPUs in BGC Holdings and Newmark Holdings, such as REUs, entitle the holders to receive post-termination payments equal to the
notional amount of the units in four equal yearly installments after the holder’s termination. There were none of these LPUs in BGC Holdings remaining after
the Corporate Conversion was completed while these LPUs in Newmark Holdings held by BGC employees were not impacted by the Corporate Conversion.
These LPUs held by BGC employees are accounted for as post-termination liability awards, and in accordance with U.S. GAAP guidance, the Company
records compensation expense for the awards based on the change in value at each reporting date in the Company’s Consolidated Statements of Operations as
part of “Equity-based compensation and allocations of net income to limited partnership units and FPUs.”
Certain BGC employees held Preferred Units in BGC Holdings and hold Preferred Units in Newmark Holdings. In connection with, or as a result of,
the Corporate Conversion, certain Preferred Units in BGC Holdings were redeemed/converted into BGC restricted stock awards or RSU Tax Accounts, and
upon completion of the Corporate Conversion, there were no Preferred Units of BGC Holdings remaining. The Corporate Conversion had no impact on
Preferred Units in Newmark Holdings held by BGC employees. The following description of LPUs and Preferred Units in BGC Holdings is only applicable for
the period prior to the Corporate Conversion, and for LPUs and Preferred Units held by BGC employees in Newmark Holdings is applicable to before and after
the Corporate Conversion. Each quarter, the net profits of BGC Holdings and Newmark Holdings are allocated to such units at a rate of either 0.6875% (which
is 2.75% per calendar year) or such other amount as set forth in the award documentation. These allocations are deducted before the calculation and distribution
of the quarterly partnership distribution for the remaining partnership interests and are generally contingent upon services being provided by the unit holder.
The Preferred Units are not entitled to participate in partnership distributions other than with respect to the Preferred Distribution. Preferred Units may not be
made exchangeable into Class A common stock, and are only entitled to the Preferred Distribution; accordingly, they are not included in the fully diluted share
count. The quarterly allocations of net income on Preferred Units are reflected the same as those of the LPUs described above in the Company’s Consolidated
Statements of Operations. After deduction of the Preferred Distribution, the remaining partnership units generally received quarterly allocations of net income
based on their weighted-average pro rata share of economic ownership of the operating subsidiaries. Preferred Units are granted in connection with the grant of
certain LPUs, such as PSUs, which may be granted exchangeability or redeemed in connection with the issuance of shares of common stock to cover the
withholding taxes owed by the unit holder, rather than issuing the gross amount of shares to employees, subject to cashless withholding of shares to pay
applicable withholding taxes.
Cantor Units
Prior to the Corporate Conversion, Cantor held limited partnership interests in BGC Holdings. Cantor units were reflected as a component of
“Noncontrolling interest in subsidiaries” in the Company’s Consolidated Statements of Financial Condition. Cantor received allocations of net income (loss),
which were cash distributed on a quarterly basis and were reflected as a component of “Net income (loss) attributable to noncontrolling interest in subsidiaries”
in the Company’s Consolidated Statements of Operations. As a result of the Corporate Conversion, 64.0 million Cantor units 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 Group 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 the seventh anniversary of the Corporate Conversion.
General
Certain of the limited partnership interests, described above, were granted exchangeability into shares of BGC Class A common stock, prior to the
Corporate Conversion, or shares of Newmark Class A common stock, and additional limited partnership interests could become exchangeable into shares of
Newmark Class A common stock. In addition, prior to the Corporate Conversion, certain limited partnership interests were granted the right to exchange into or
were exchanged into a partnership unit with a capital account, such as HDUs. HDUs had a stated capital account which was initially based on the closing
trading price of Class A common stock at the time the HDU was granted. HDUs participated in quarterly partnership distributions and were generally not
exchangeable into shares of Class A common stock.
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Subsequent to the Spin-Off and prior to the Corporate Conversion, limited partnership interests in BGC Holdings held by a partner or Cantor could
become exchangeable for BGC Class A or BGC Class B common stock on a one-for-one basis. In addition, subsequent to the Spin-Off, limited partnership
interests in Newmark Holdings held by a partner or Cantor may become exchangeable for a number of shares of Newmark Class A or Newmark Class B
common stock equal to the number of limited partnership interests multiplied by the then-current Exchange Ratio. Because limited partnership interests were
included in the Company’s fully diluted share count, if dilutive, prior to the Corporate Conversion, any previous exchanges of limited partnership interests into
shares of BGC Class A or BGC Class B common stock did not impact the fully diluted number of shares and units outstanding. Because these limited
partnership interests generally received quarterly allocations of net income, such exchanges had no significant impact on the cash flows or equity of BGC
Partners, prior to the Corporate Conversion.
Prior to the Corporate Conversion, each quarter, net income (loss) was allocated between the limited partnership interests and BGC Partners’ common
stockholders. In quarterly periods in which BGC Partners had a net loss, the loss allocation for FPUs, LPUs and Cantor units in BGC Holdings was allocated to
Cantor and reflected as a component of “Net income (loss) attributable to noncontrolling interest in subsidiaries” in the Company’s Consolidated Statements of
Operations. In subsequent quarters in which BGC Partners had net income, the initial allocation of income to the limited partnership interests in BGC Holdings
was to Cantor and was recorded as “Net income (loss) attributable to noncontrolling interest in subsidiaries,” to recover any losses taken in earlier quarters,
with the remaining income allocated to the limited partnership interests. This income (loss) allocation process had no impact on the net income (loss) allocated
to common stockholders.
3.     Summary of Significant Accounting Policies
During the twelve months ended December 31, 2025, there were no significant changes to the Company’s significant accounting policies. See below
for the Company’s significant accounting policies pertaining to Commissions revenues as a result of the acquisition of OTC Global.
Use of Estimates:
The preparation of the Company’s Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and
assumptions that affect the reported amounts of the assets and liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities in these
Consolidated Financial Statements. Management believes that the estimates utilized in preparing these Consolidated Financial Statements are reasonable.
Estimates, by their nature, are based on judgment and available information. Actual results could differ materially from the estimates included in the
Company’s Consolidated Financial Statements. Certain reclassifications have been made to previously reported amounts to conform to the current period
presentation.
Revenue Recognition:
BGC derives its revenues primarily through commissions from brokerage services, the spread between the buy and sell prices on matched principal
transactions, fees from related parties, data, network and post-trade services, and other revenues.
Commissions:
The Company derives its commissions revenues from securities and commodities, whereby the Company connects buyers and sellers in the OTC and
exchange markets and assists in the negotiation of the price and other material terms. These transactions result from the provision of services related to
executing, settling and clearing transactions for customers. Trade execution and clearing services, when provided together, represent a single performance
obligation as the services are not separately identifiable in the context of the contract. Commissions revenues are recognized at a point in time on a trade-date
basis, when the customer obtains control of the service and can direct the use of, and obtain substantially all of the remaining benefits from the asset. The
Company records a receivable between the trade date and settlement date when payment is received.
The Company also derives commissions revenues from shipping brokerage. Most of the fees received for this service are considered variable
consideration as the fees are contingent upon a future event (for example, upon delivery of the underlying commodity) and are excluded from the transaction
price until the uncertainty associated with the variable consideration is subsequently resolved, which is expected to occur when the customer obtains control of
the service and can direct the use of, and obtain substantially all of the remaining benefits from the asset. Accordingly, the entire transaction price, including the
element of variable consideration adjusted for any constraints, is recognized upon delivery of the underlying commodity.
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Principal Transactions:
Principal transaction revenues are primarily derived from matched principal transactions, whereby the Company simultaneously agrees to buy
securities from one customer and sell them to another customer. A very limited number of trading businesses are allowed to enter into unmatched principal
transactions to facilitate a customer’s execution needs for transactions initiated by such customers. Revenues earned from principal transactions represent the
spread between the buy and sell price of the brokered security, commodity or derivative. Principal transaction revenues and related expenses are recognized on
a trade-date basis. Positions held as part of a principal transaction are marked-to-market on a daily basis.
Fees from Related Parties:
Fees from related parties consist of charges for back-office services provided to Cantor and its affiliates, including occupancy of office space,
utilization of fixed assets, accounting, operations, human resources and legal services, and information technology. The services are satisfied over time and
measured using a time-elapsed measure of progress as the customer receives the benefits of the services evenly throughout the term of the contract. The
transaction price is considered variable consideration as the level and type of services fluctuate from period to period and revenues are recognized only to the
extent it is probable that a significant reversal in the amount of cumulative revenues recognized will not occur when the uncertainty is resolved. Fees from
related parties are determined based on the cost incurred by the Company to perform or provide the service as evidenced by an allocation of employee expenses
or a third-party invoice. Net cash settlements between affiliates are generally performed on a monthly basis.
Data, Network and Post-trade:
Data revenues primarily consist of subscription fees and fees from customized one-time sales provided to customers either directly or through third-
party vendors. Regarding this revenue stream, the Company determined that software implementation, license usage, and related support services represent a
single-performance obligation because the combination of these deliverables is necessary for the customer to derive benefit from the data. As such, once
implementation is complete, monthly subscription fees are billed in advance and recognized on a straight-line basis over the life of the license period.
The Company also provides software customization services contracted through work orders that each represent a separate performance obligation.
Revenue is recognized over time using an output method as a measure of progress. As circumstances change over time, the Company updates its measure of
progress to reflect any changes in the outcome of the performance obligation. Such updates are accounted for as a change in accounting estimate. As a practical
expedient, when the work-order period is less than 12 months, the Company recognizes revenue upon acceptance from the customer after work is completed.
The contract price is fixed and billed to the customer as combination of an upfront fee, progress fees, and a post-delivery fee.
Other Revenues:
Other revenues are earned from various sources, including consulting income for Poten & Partners, underwriting and advisory fees.
Other Income (Losses), Net:
Gains (Losses) on Divestitures and Sale of Investments:
Gains (losses) on divestitures and sale of investments is comprised of gains and losses recorded in connection with the divestiture of certain businesses
or sale of investments (see Note 5—“Divestitures”).
Gains (Losses) on Equity Method Investments:
Gains (losses) on equity method investments represent the Company’s pro-rata share of the net gains and losses on investments over which the
Company has significant influence but which it does not control.
Other Income (Loss):
Other income (loss) is primarily comprised of miscellaneous recoveries and gains and losses associated with the movements related to the changes in
fair value and/or hedges of Financial instruments owned, at fair value equity securities and investments carried under the measurement alternative (see Note 8
—“Financial Instruments Owned, at Fair Value” and Note 14—“Investments”).
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Segments:
The Company has one reportable segment (see Note 22—“Segment and Geographic Information”).
Cash and Cash Equivalents:
The Company considers all highly liquid investments with maturities of 90 days or less at the date of acquisition that are not segregated under
regulatory requirements, other than those used for trading purposes, to be cash equivalents. Cash and cash equivalents include money market funds, deposits
with banks, certificates of deposit, commercial paper, and U.S. Treasury securities.
Cash Segregated Under Regulatory Requirements:
Cash segregated under regulatory requirements represents funds received in connection with customer activities that the Company is obligated to
segregate or set aside to comply with regulations mandated by authorities such as the SEC and FINRA in the U.S. and the FCA in the U.K. that have been
promulgated to protect customer assets.
Financial Instruments Owned, at Fair Value:
Financial instruments owned, at fair value primarily consist of unencumbered U.S. Treasury bills held for liquidity purposes as well as equity
securities with readily determinable fair value, foreign government bonds, and corporate bonds. Debt securities presented within Financial instruments owned,
at fair value are classified as trading and marked-to-market daily based on current listed market prices (or, when applicable, broker or dealer quotes), with the
resulting gains and losses included in operating income in the current period. Unrealized and realized gains and losses from changes in fair value of these debt
securities are included as part of “Principal transactions” in the Company’s Consolidated Statements of Operations. In accordance with the guidance on
recognition and measurement of equity investments with readily determinable fair value, the Company carries these equity securities at fair value and
recognizes any changes in fair value currently within “Other income (loss)” in the Company’s Consolidated Statements of Operations. See Note 8—“Financial
Instruments Owned, at Fair Value” for additional information.
Fair Value:
U.S. GAAP defines fair value as the price received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at
the measurement date and further expands disclosures about such fair value measurements.
The guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the
highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable
inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:
Level 1 measurements – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities.
Level 2 measurements – Quoted prices in markets that are not active or financial instruments for which all significant inputs are observable, either
directly or indirectly.
Level 3 measurements – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.
A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.
In determining fair value, the Company separates financial instruments owned and financial instruments sold, but not yet purchased into two
categories: cash instruments and derivative contracts.
Cash Instruments – Cash instruments are generally classified within Level 1 or Level 2. The types of instruments generally classified within Level 1
include most U.S. government securities, certain sovereign government obligations, and actively traded listed equities. The Company does not adjust the
quoted price for such instruments. The types of instruments generally classified within Level 2 include agency securities, most investment-grade and high-yield
corporate bonds, certain sovereign government obligations, money market securities, and less liquid listed equities, and state, municipal and provincial
obligations.
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Derivative Contracts – Derivative contracts can be exchange-traded or OTC. Exchange-traded derivatives typically fall within Level 1 or Level 2 of
the fair value hierarchy depending on whether they are deemed to be actively traded or not. The Company generally values exchange-traded derivatives using
the closing price of the exchange-traded derivatives. OTC derivatives are valued using market transactions and other market evidence whenever possible,
including market-based inputs to models, broker or dealer quotations or alternative pricing sources with reasonable levels of price transparency. For OTC
derivatives that trade in liquid markets, such as generic forwards, swaps and options, model inputs can generally be verified and model selection does not
involve significant management judgment. Such instruments are typically classified within Level 2 of the fair value hierarchy.
See Note 12—“Fair Value of Financial Assets and Liabilities” for more information on the fair value of financial assets and liabilities.
Receivables from and Payables to Broker-Dealers, Clearing Organizations, Customers and Related Broker-Dealers:
Receivables from and payables to broker-dealers, clearing organizations, customers and related broker-dealers primarily represent principal
transactions for which the stated settlement dates have not yet been reached and principal transactions which have not settled as of their stated settlement dates,
cash held at clearing organizations and exchanges to facilitate settlement and clearance of matched principal transactions, and spreads on matched principal
transactions that have not yet been remitted from/to clearing organizations and exchanges. Also included are amounts related to open derivative contracts,
which are generally executed on behalf of the Company’s customers. A portion of the unsettled principal transactions and open derivative contracts that
constitute receivables from and payables to broker-dealers, clearing organizations, customers and related broker-dealers are with related parties (see Note 13
—“Related Party Transactions” for more information regarding these receivables and payables).
Current Expected Credit Losses:
In accordance with U.S. GAAP guidance, Financial Instruments—Credit Losses, the Company presents its financial assets that are measured at
amortized cost, net of an allowance for credit losses, which represents the amount expected to be collected over their estimated life. Expected credit losses for
newly recognized financial assets carried at amortized cost, as well as changes to expected lifetime credit losses during the period, are recognized in earnings.
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 the Company’s portfolios. Refer to Note 25—“Current Expected Credit Losses (CECL)” for additional information.
Accrued Commissions and Other Receivables, Net:
The Company has accrued commissions receivable from securities and commodities transactions. Accrued commissions receivable are presented net
of allowance for credit losses of approximately $24.1 million and $23.3 million as of December 31, 2025 and 2024, respectively. The allowance is based on
management’s estimate and reviewed periodically based on the facts and circumstances of each outstanding receivable.
The Company’s CECL methodology for Accrued commissions receivable follows a PD/LGD framework with adjustments for the macroeconomic
outlook, with the calculation performed at a counterparty level. The receivable balance for each counterparty is the outstanding receivable amount adjusted for
any volume discounts. Accrued commissions receivable are not subject to an interest income accrual. The Company writes off a receivable in the period in
which such balance is deemed uncollectible.
The PD rate is sourced from Moody’s Annual Default Study for Corporates and it corresponds to the 1983-2024 average 1-year default rate by rating.
The Moody’s quarterly updated data is used as well, if deemed appropriate. A significant number of the Company’s counterparties are publicly rated, and,
therefore, the Moody’s PD rate is used as a proxy based on the counterparty’s external rating. In addition, the Company maintains internal obligor ratings that
map to Moody’s long-term ratings.
The LGD rate is derived from the Basel Committee’s June 2004 Second Basel Accord on international banking laws and regulations. The Company
understands that the LGD assumption is a well-known industry benchmark for unsecured credits, which aligns with the unsecured nature of these receivables.
Management considered that historically the Company has collected on substantially all its receivables, and, therefore, the LGD assumption is a reasonable
benchmark in absence of internal data from which to develop an LGD measure.
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The macroeconomic adjustment is based on an average of the outlook scenarios for changes in the Real GDP growth rate for advanced economies
over the next year. Historical and forecast data for this metric is obtained from the International Monetary Fund’s World Economic Outlook database. The
Company believes that changes in expected credit losses for its counterparties are impacted by changes in broad economic activity and, therefore, determined
that the Real GDP growth rate was a reasonable metric to evaluate for macroeconomic adjustments. Further, given that the Company’s receivables are related to
counterparties with global operations, management sourced the data for this metric as applicable to advanced economies. The Company notes that, given the
short-term nature of these receivables, a forecast beyond 1 year is neither required nor appropriate, and, therefore, the adjustment also covers the approximated
life of these assets with no need for reversion.
Loans, Forgivable Loans, and Other Receivables from Employees and Partners, Net:
The Company has entered into various agreements with certain 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. Certain of these loans also may be either
wholly or in part repaid from the proceeds of the sale of the BGC employees’ shares of BGC Class A common stock. In addition, certain loans may be forgiven
over a period of time. The forgivable portion of these loans is not included in the Company’s estimate of expected credit losses when employees meet the
conditions for forgiveness through their continued employment over the specified time period, and is recognized as compensation expense over the life of the
loan. The amounts due from terminated employees that the Company does not expect to collect are included in the allowance for credit losses.
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 repayable in timeframes outlined in the underlying agreements. The Company reviews loan balances each reporting period for
collectability. If the Company determines that the collectability of a portion of the loan balances is not expected, the Company recognizes a reserve against the
loan balances as compensation expense.
Fixed Assets, Net:
Fixed assets are carried at cost net of accumulated depreciation and amortization. Depreciation is calculated on a straight-line basis over the estimated
useful lives of the assets. Depending on the type, internal and external direct costs of developing applications and obtaining software for internal use are
capitalized and amortized over either three years or seven years on a straight-line basis. Computer equipment is depreciated over three to five years. Leasehold
improvements are depreciated over the shorter of their estimated economic useful lives or the remaining lease term. Routine repairs and maintenance are
expensed as incurred. When fixed assets are retired or otherwise disposed of, the related gain or loss is included in operating income. The Company has asset
retirement obligations related to certain of its leasehold improvements, which it accounts for in accordance with U.S. GAAP guidance, Asset Retirement
Obligations. The guidance requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred if a
reasonable estimate of fair value can be made. The associated asset retirement cost is capitalized as part of the carrying amount of the long-lived asset. The
liability is discounted and accretion expense is recognized using the credit-adjusted risk-free interest rate in effect when the liability was initially recognized.
Investments:
The Company’s investments in which it has a significant influence but not a controlling financial interest and of which it is not the primary beneficiary
are accounted for under the equity method.
In accordance with the guidance on recognition and measurement of equity investments, the Company has elected to use a measurement alternative
for its equity investments without a readily determinable fair value, pursuant to which these investments are initially recognized at cost and remeasured through
earnings when there is an observable transaction involving the same or similar investment of the same issuer, or due to an impairment. The Company evaluates
potential impairment of equity method investments when a change in circumstances occurs, by applying U.S. GAAP guidance, Equity Method and Joint
Ventures, and assessing whether the carrying amount can be recovered. See Note 12—“Fair Value of Financial Assets and Liabilities” and Note 14
—“Investments” for additional information.
The Company’s Consolidated Financial Statements include the accounts of the Company and its wholly owned and majority-owned subsidiaries. The
Company’s policy is to consolidate all entities of which it owns more than 50% unless it does not have control over the entity. In accordance with U.S. GAAP
guidance, Consolidation of Variable Interest Entities, the Company also consolidates any VIE of which it is the primary beneficiary.
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Long-Lived Assets:
The Company periodically evaluates potential impairment of long-lived assets and amortizable intangibles, when a change in circumstances occurs, by
applying U.S. GAAP guidance, Impairment or Disposal of Long-Lived Assets, and assessing whether the unamortized carrying amount can be recovered over
the remaining life through undiscounted future expected cash flows generated by the underlying assets. If the undiscounted future cash flows were less than the
carrying value of the asset, an impairment charge would be recorded. The impairment charge would be measured as the excess of the carrying value of the asset
over the present value of estimated expected future cash flows using a discount rate commensurate with the risks involved.
Leases:
The Company enters into leasing arrangements in the ordinary course of business as a lessee of office space, data centers and office equipment.
The Company determines whether an arrangement is a lease at inception. ROU lease assets represent the Company’s right to use an underlying asset
for the lease term, and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Other than for leases with an initial
term of twelve months or less, ROU lease assets and liabilities are recognized at commencement date based on the present value of future lease payments over
the lease term. As most leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at
commencement date in determining the present value of future lease payments. The ROU lease asset also includes any initial direct costs and any lease
payments made at or before commencement, less any incentives received. Lease terms may include options to extend or terminate the lease when it is
reasonably certain that the Company will exercise those options. Lease expense pertaining to leases is recognized on a straight-line basis over the lease term.
Interest expense on finance leases is recognized using the effective interest method over the lease term. Refer to Note 24—“Leases” for additional information.
Goodwill and Other Intangible Assets, Net:
Goodwill is the excess of the purchase price over the fair value of identifiable net assets acquired in a business combination. As prescribed in U.S.
GAAP guidance, Intangibles—Goodwill and Other, goodwill and other indefinite-lived intangible assets are not amortized, but instead are periodically tested
for impairment. The Company reviews goodwill and other indefinite-lived intangible assets for impairment on an annual basis during the fourth quarter of each
fiscal year or whenever an event occurs or circumstances change that could reduce the fair value of a reporting unit below its carrying amount. When reviewing
goodwill for impairment, BGC first assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than
its carrying amount, including goodwill.
Intangible assets with definite lives are amortized on a straight-line basis over their estimated useful lives. Definite-lived intangible assets arising from
business combinations include customer relationships, internally developed software, and covenants not to compete. Also included in the definite-lived
intangible assets are purchased patents. The costs of acquired patents are amortized over a period not to exceed the legal life or the remaining useful life of the
patent, whichever is shorter, using the straight-line method.
Income Taxes:
The Company accounts for income taxes using the asset and liability method as prescribed in U.S. GAAP guidance, Income Taxes. Deferred tax assets
and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of
existing assets and liabilities and their respective tax basis. Certain of the Company’s entities are taxed as U.S. partnerships and are subject to the UBT in New
York City. Therefore, the tax liability or benefit related to the partnership income or loss except for UBT rests with the partners (see Note 2—“Limited
Partnership Interests in BGC Holdings and Newmark Holdings” for a discussion of partnership interests), rather than the partnership entity. As such, the
partners’ tax liability or benefit is not reflected in the Company’s Consolidated Financial Statements. The tax-related assets, liabilities, provisions or benefits
included in the Company’s Consolidated Financial Statements also reflect the results of the entities that are taxed as corporations, either in the U.S. or in
foreign jurisdictions. The Company provides for uncertain tax positions based upon management’s assessment of whether a tax benefit is more likely than not
to be sustained upon examination by tax authorities. The Company recognizes interest and penalties related to income tax matters in “Provision (benefit) for
income taxes” in the Company’s Consolidated Statements of Operations.
The Company files income tax returns in the United States federal jurisdiction and various states, local and foreign jurisdictions. The Company is
currently open to income tax examination by tax authorities in United States federal, state and local jurisdictions, and certain non-U.S. jurisdictions for tax
years beginning 2021, 2011, and 2017, respectively. The Company does not believe that the amounts of unrecognized tax benefits will materially change over
the next 12 months.
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The Company has finalized its accounting policy with respect to taxes on GILTI and has elected to treat taxes associated with the GILTI provision
using the Period Cost Method and thus has not recorded deferred taxes for basis differences under this regime.
Discretionary Bonus:
A portion of our compensation and employee benefits expense is comprised of discretionary bonuses, which may be paid in cash, equity or a
combination thereof. We accrue expense in a period based on revenues in that period and on the expected combination of cash, equity and, prior to the
Corporate Conversion, partnership units. Given the assumptions used in estimating discretionary bonuses, actual results may differ.
Equity-Based Compensation:
The Company accounts for equity-based compensation awards using the guidance in ASC 718, Compensation—Stock Compensation. Equity-based
compensation expense recognized during the period, for equity-based awards with a stated vesting schedule, is based on the value of the portion of equity-
based payment awards that is ultimately expected to vest. The grant-date fair value of equity-based awards with a stated vesting schedule is amortized to
expense ratably over the awards’ vesting periods. As this equity-based compensation expense recognized in the Company’s Consolidated Statements of
Operations is based on awards ultimately expected to vest, it has been reviewed for estimated forfeitures. Further, forfeitures are estimated at the time of grant
and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. In addition, equity-based compensation for LPU awards with
no stated vesting schedule is recognized at fair value on the date the award is granted exchangeability or is redeemed in connection with the issuance of shares
of common stock.
Restricted Stock Units:
RSUs provided to certain employees are accounted for as equity awards, and in accordance with U.S. GAAP, the Company is required to record an
expense for the portion of the RSUs that is ultimately expected to vest. Further, forfeitures are estimated at the time of grant and revised, if necessary, in
subsequent periods if actual forfeitures differ from those estimates. Because assumptions are used in estimating employee turnover and associated forfeiture
rates, actual results may differ from our estimates under different assumptions or conditions.
The fair value of RSU awards to employees is based on the market value of the BGC Class A common stock on the grant date. As part of employee
compensation, the Company has granted both participating RSUs, which receive dividends, or nonparticipating RSUs. For non-participating RSUs, which do
not receive dividend equivalents, the Company adjusts the fair value of the RSUs for the present value of expected forgone dividends, which requires the
Company to include an estimate of expected dividends as a valuation input. This grant-date fair value is amortized to expense ratably over the awards’ vesting
periods.
For participating RSUs where dividends are paid during the vesting period or accumulated and paid to the employee upon vesting, the grant-date fair
value of the award should not be reduced. As such, the Company does not adjust the fair value of the RSUs for the present value of expected forgone dividends.
This grant-date fair value is amortized to expense ratably over the awards’ vesting periods. For RSUs with graded vesting features, the Company has made an
accounting policy election to recognize compensation cost on a straight-line basis. The amortization is reflected as part of “Equity-based compensation and
allocations of net income to limited partnership units and FPUs” in the Company’s Consolidated Statements of Operations.
Restricted Stock:
Restricted stock provided to certain employees is accounted for as an equity award, and as per U.S. GAAP guidance, the Company is required to
record an expense for the portion of the restricted stock that is ultimately expected to vest.
The Company has granted restricted stock, prior to the Corporate Conversion, that is not subject to continued employment or service; however,
transferability is subject to compliance with BGC’s and its affiliates’ customary noncompete obligations. Such shares of restricted stock are generally salable
by their holders in five to ten years. Because the restricted stock is not subject to continued employment or service, the grant-date fair value of the restricted
stock is expensed on the date of grant. The non-cash equity-based compensation expense is reflected as part of “Equity-based compensation and allocations of
net income to limited partnership units and FPUs” in the Company’s Consolidated Statements of Operations.
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As a result of the Corporate Conversion, the Company has also granted shares of unvested restricted stock, which are subject to continued
employment or service with the Company or any affiliate or subsidiary of the Company. The fair value of these restricted stock awards held by BGC employees
is based on the market value of BGC Class A common stock on the grant date, adjusted as appropriate based upon the award’s ineligibility to receive dividends,
as not all of these awards participate in receiving dividends, similar to the RSUs discussed above. The grant-date fair value of the restricted stock is amortized
to expense ratably over the awards’ expected vesting periods. The non-cash equity-based amortization compensation expense is reflected as a component of
“Equity-based compensation and allocations of net income to limited partnership units and FPUs” in the Company’s Consolidated Statements of Operations.
Limited Partnership Units:
Certain BGC employees held LPUs in BGC Holdings and hold LPUs in Newmark Holdings. Generally, such units received quarterly allocations of
net income, which were cash distributed on a quarterly basis and generally contingent upon services being provided by the unit holders. In addition, Preferred
Units were granted in connection with the grant of certain LPUs, such as PSUs, which may be granted exchangeability or redeemed in connection with the
grant of shares of common stock, to cover the withholding taxes owed by the unit holder upon such exchange or grant. This was an acceptable alternative to the
common practice among public companies of issuing the gross amount of shares to employees, subject to cashless withholding of shares to pay applicable
withholding taxes. Preferred Units were not entitled to participate in partnership distributions other than with respect to a distribution at a rate of either
0.6875% (which is 2.75% per calendar year) or such other amount as set forth in the award documentation.
There were none of these LPUs or Preferred Units in BGC Holdings remaining after the Corporate Conversion was completed, while these LPUs and
Preferred Units in Newmark Holdings held by BGC employees were not impacted by the Corporate Conversion. The quarterly allocations of net income on
BGC Holdings LPUs held by BGC employees were reflected as a component of compensation expense under “Equity-based compensation and allocations of
net income to limited partnership units and FPUs” in the Company’s Consolidated Statements of Operations prior to the Corporate Conversion, and quarterly
allocations of net income on Newmark Holdings LPUs held by BGC employees, which were not impacted by the Corporate Conversion, are reflected as a
component of compensation expense under “Equity-based compensation and allocations of net income to limited partnership units and FPUs” in the
Company’s Consolidated Statements of Operations.
Certain of these LPUs entitle the holders to receive post-termination payments equal to the notional amount, generally in four equal yearly
installments after the holder’s termination. There were none of these LPUs in BGC Holdings remaining after the Corporate Conversion was completed, while
these LPUs in Newmark Holdings held by BGC employees were not impacted by the Corporate Conversion. These LPUs are accounted for as post-termination
liability awards under U.S. GAAP. Accordingly, we recognize a liability for these units on our Consolidated Statements of Financial Condition as part of
“Accrued compensation” for the amortized portion of the post-termination payment amount, based on the current fair value of the expected future cash payout.
The Company amortizes the post-termination payment amount, less an expected forfeiture rate, over the vesting period, and record an expense for such awards
based on the change in value at each reporting period in the Company’s Consolidated Statements of Operations as part of “Equity-based compensation and
allocations of net income to limited partnership units and FPUs.”
Certain LPUs were granted exchangeability into shares of BGC or Newmark Class A common stock or were redeemed in connection with the grant of
BGC or Newmark Class A common stock; BGC Class A common stock was issued on a one-for-one basis, and Newmark Class A common stock is issued
based on the number of LPUs exchanged or redeemed multiplied by the then-current Exchange Ratio. At the time exchangeability was granted or shares of
BGC or Newmark Class A common stock were issued, we recognized an expense based on the fair value of the award on the grant date, which was included in
“Equity-based compensation and allocations of net income to limited partnership units and FPUs” in our Consolidated Statements of Operations. There were no
LPUs in BGC Holdings remaining after the Corporate Conversion was completed, while LPUs in Newmark Holdings held by BGC employees were not
impacted by the Corporate Conversion.
Prior to the Corporate Conversion, certain LPUs had a stated vesting schedule and did not receive quarterly allocations of net income. Compensation
expense related to these LPUs was recognized over the stated service period, and these units generally vested between two and five years from the grant date.
This expense is included in “Equity-based compensation and allocations of net income to limited partnership units and FPUs” in our Consolidated Statements
of Operations.
For additional information, see Note 2—“Limited Partnership Interests in BGC Holdings and Newmark Holdings.”
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Redeemable Partnership Interest:
Prior to the Corporate Conversion, redeemable partnership interest represented limited partnership interests in BGC Holdings held by
Founding/Working Partners. See Note 2—“Limited Partnership Interests in BGC Holdings and Newmark Holdings” for additional information related to the
FPUs.
Contingent Class A Common Stock:
In connection with certain acquisitions, the Company committed to issue shares of the Company’s Class A common stock upon the achievement of
certain performance targets. The contingent shares met the criteria for liability classification, are measured at fair value on a recurring basis and presented in
“Accounts payable, accrued and other liabilities” in the Company’s Consolidated Statements of Financial Condition. Realized and unrealized gains (losses)
resulting from changes in fair value are reported in “Other income (loss)” in the Company’s Consolidated Statements of Operations.
Noncontrolling Interest in Subsidiaries:
Noncontrolling interest in subsidiaries represents equity interests in consolidated subsidiaries that are not attributable to the Company, such as the
noncontrolling interest holders’ proportionate share of the profit or loss associated with joint ownership of the Company’s administrative services company in
the U.K. (Tower Bridge).
Foreign Currency Transactions and Translation:
Assets and liabilities denominated in nonfunctional currencies are converted at rates of exchange prevailing on the date of the Company’s
Consolidated Statements of Financial Condition, and revenues and expenses are converted at average rates of exchange for the period. Gains and losses on
remeasurement of foreign currency transactions denominated in nonfunctional currencies are recognized within “Other expenses” in the Company’s
Consolidated Statements of Operations. Gains and losses on translation of the financial statements of non-U.S. operations into U.S. dollar reporting currency of
the Company are presented as foreign currency translation adjustments within “Other comprehensive income (loss), net of tax” in the Company’s Consolidated
Statements of Comprehensive Income and as part of “Accumulated other comprehensive income (loss)” in the Company’s Consolidated Statements of
Financial Condition.
Derivative Financial Instruments:
Derivative contracts are instruments, such as futures, forwards, options or swaps contracts, which derive their value from underlying assets, indices,
reference rates or a combination of these factors. Derivative instruments may be listed and traded on an exchange, or they may be privately negotiated
contracts, which are often referred to as OTC derivatives. Derivatives may involve future commitments to purchase or sell financial instruments or
commodities, or to exchange currency or interest payment streams. The amounts exchanged are based on the specific terms of the contract with reference to
specified rates, securities, commodities, currencies or indices.
The Company does not designate any derivative contracts as hedges for accounting purposes. U.S. GAAP requires that an entity recognize all
derivative contracts as either assets or liabilities in the Consolidated Statements of Financial Condition and measure those instruments at fair value. The fair
value of all derivative contracts is recorded on a net-by-counterparty basis where a legal right of offset exists under an enforceable netting agreement.
Derivative contracts are recorded as part of receivables from or payables to broker-dealers, clearing organizations, customers and related broker-dealers in the
Company’s Consolidated Statements of Financial Condition.
Earnings Per Share:
The Company computes basic and fully diluted EPS in accordance with ASC 260, Earnings Per Share, utilizing the two-class method, “if-converted”
method, or treasury stock method, as applicable. For additional information, see Note 6—“Earnings Per Share.”
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4.    Acquisitions
AMCOM
On December 31, 2025, the Company completed the acquisition of AMCOM which specializes in the trading of agricultural commodities associated
with food and alternative fuel feedstocks.
Macro Hive
On October 1, 2025, the Company completed the acquisition of Macro Hive, a leading provider of global macro market analytics and strategy.
OTC Global
On April 1, 2025, the Company completed the acquisition of OTC Global, an energy and commodities brokerage firm, for $325.0 million, subject to
post-closing adjustments. Of this amount, $309.3 million was determined to represent the fair value of the consideration transferred in connection with the
acquisition. The remaining $15.7 million relates to compensation arrangements with future service requirements and, in accordance with ASC 805, Business
Combinations, is excluded from the purchase price consideration and will be recognized as compensation expense over the requisite service periods.
Since April 1, 2025, the results of OTC Global’s operations have been included in the Company’s Consolidated Financial Statements. The Company
acquired 100% of the equity in OTC Global and its subsidiaries, and funded the transaction based on a combination of cash on hand, borrowings on its
Revolving Credit Agreement, and using net proceeds raised through debt issuances in the first quarter of fiscal year 2025. The acquisition of OTC Global
expanded and diversified the Company’s global ECS business.
The Company accounted for the OTC Global acquisition as a business combination under the acquisition method of accounting and recorded the
assets acquired and liabilities assumed at their fair values as of April  1, 2025. As of December 31, 2025, the Company has substantially completed its
measurement of the assets acquired and liabilities assumed; however, the purchase price allocation remains preliminary and subject to adjustments during the
measurement period.
The following tables and related disclosures summarize the components of the purchase consideration transferred, the preliminary allocation of the
assets acquired, and liabilities assumed based on the fair values as of April 1, 2025, and the related estimated useful lives of the amortizable intangible assets
acquired.
Calculation of the purchase price consideration transferred (in thousands, except share data):
April 1, 2025
Cash
$
318,859 
Fair value of Restricted Shares of BGC Class A common stock (268,257 shares)
2,507 
Other
3,634 
Less: compensation arrangements with required future service periods
(15,717)
Total purchase price consideration transferred
$
309,283 
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The preliminary allocation of the assets acquired and the liabilities assumed in the OTC Global acquisition are as follows (in thousands):
April 1, 2025
Cash and cash equivalents
$
23,394 
Receivables from broker-dealers, clearing organizations, customers and related broker-dealers
716 
Accrued commissions and other receivables, net
91,256 
Loans, forgivable loans and other receivables from employees and partners, net
13,476 
Fixed assets, net
3,752 
Finite-lived intangible assets
219,200 
Investments
838 
Other assets
33,518 
Total identifiable assets acquired
386,150 
Accrued compensation
86,038 
Accounts payable, accrued and other liabilities
103,223 
Total liabilities assumed
189,261 
Net identifiable assets acquired
196,889 
Goodwill
112,394 
Net assets acquired
$
309,283 
The $219.2 million of Finite-lived acquired intangible assets is subject to a weighted-average useful life of approximately 11.5 years. Those definite
life intangible assets included Technology of $62.1 million (10 year useful life), Trademarks of $18.2 million (10 year useful life), and Customer relationships
of $138.9 million (13 year useful life). As noted earlier, the fair value of the acquired identifiable intangible assets is provisional pending completion of the
final valuations for these assets.
The excess of total consideration over the fair value of the total net assets acquired of approximately $112.4 million has been recorded to goodwill and
allocated to the Company’s one reportable segment, brokerage services, which is managed on a consolidated basis. The goodwill recognized is attributable
primarily to expected synergies to be gained from combining operations of the Company and OTC Global. The preliminary estimate of goodwill that is
expected to be deductible for tax purposes is approximately $28.1 million.
The fair value of the accounts receivable acquired is $92.0 million with the gross contract amount being $93.7 million. The Company has recorded an
expected allowance for credit losses of $1.7 million as of April 1, 2025.
The Company recognized $0.4 million of acquisition-related costs that were expensed during the year ended December 31, 2025. These costs are
included in the Company’s Consolidated Statements of Operations within Professional and consulting fees.
The amounts of revenue and earnings from OTC Global included in the Company’s Consolidated Statements of Operations from April 1, 2025 to the
period ending December 31, 2025 are as follows (in thousands):
Revenues and Earnings included in the Company’s
Consolidated Statements of Operations from
April 1, 2025 to December 31, 2025
Revenues
$
341,685 
Consolidated net income
$
23,647 
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The following unaudited pro forma summary of revenues and consolidated net income presents consolidated information of the Company as if the
acquisition of OTC Global had occurred on January 1, 2024 (amounts in thousands). The unaudited pro forma results are not indicative of operations that
would have been achieved, nor are they indicative of future results of operations. The unaudited pro forma results do not reflect any potential cost savings or
other operational efficiencies that could result from the acquisition. However, the amounts have been calculated after applying the Company’s accounting
policies and adjusting the results of OTC Global, which mainly consisted of removing approximately $4.1 million of OTC Global’s Goodwill amortization for
the year ended December 31, 2024, and $1.0 million for the year ended December 31, 2025, which had been applied under the Private Company Council
Accounting Alternative for Goodwill and pursuant to ASC 350, Intangibles — Goodwill and Other.
Pro Forma Consolidated Income Statement (in thousands)
(unaudited)
Year Ended December 31,
2025
2024
Pro forma revenues
$
3,057,449  $
2,702,336 
Pro forma consolidated net income
$
156,243  $
151,993 
Sage
On October 1, 2024, the Company completed the acquisition of Sage, an energy and environmental brokerage firm.
ContiCap
On November 1, 2023, the Company completed the acquisition of ContiCap, an independent financial product intermediary specializing in emerging
markets.
Open Energy Group
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.
Trident
On February 28, 2023, the Company completed the acquisition of Trident, primarily operating as a commodity brokerage and research company,
offering OTC and exchange traded energy and environmental products.
Total Consideration Transferred
The fair value of the total consideration for the acquisitions during the year ended December 31, 2025 was approximately $320.5 million, subject to
post-closing adjustments, which included cash and restricted shares of BGC Class A common stock. The excess of the consideration over the fair value of the
net assets acquired has been recorded as goodwill totaling $117.5 million.
The total consideration for all acquisitions during the year ended December 31, 2024 was approximately $87.3 million, which included cash, restricted
shares of BGC Class A common stock, and an earn-out payable in cash and restricted shares of BGC Class A common stock. The excess of the consideration
over the fair value of the net assets acquired has been recorded as goodwill totaling $30.9 million for the year ended December 31, 2024.
Except where otherwise noted, the results of operations of the Company’s acquisitions have been included in the Company’s Consolidated Financial
Statements subsequent to their respective dates of acquisition. The Company has made preliminary allocations of the consideration to the assets acquired and
liabilities assumed for AMCOM, Macro Hive and OTC Global, as of the acquisition dates, and expects to finalize its analysis with respect to the acquisitions
within the first year after the completion of each respective transaction. Accordingly, adjustments to the preliminary allocations may occur.
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5.    Divestitures
In the fourth quarter of 2025, the Company sold kACE, a leading provider of real-time pricing and advanced analytics platforms for complex FX
derivatives, to smartTrade. smartTrade acquired kACE for up to $119.0 million, subject to limited post-closing adjustments. This includes initial consideration
of $80.0 million, with up to an additional $39.0 million in contingent cash consideration. The $39.0 million in contingent cash consideration was excluded from
the initial gain on the divestiture and will be recognized in income when it is realized and earned. As a result of this sale, the Company recognized a $66.7
million gain, which is included in “Gains (losses) on divestitures and sales of investments” in the Company’s Consolidated Statements of Operations during the
year ended December 31, 2025.
In the fourth quarter of 2024, the Company sold Capitalab, which was part of its post-trade business, to Capitolis. As a result of this sale, the Company
recognized a $39.0 million gain, which is included in “Gains (losses) on divestitures and sale of investments” in the Company’s Consolidated Statements of
Operations during the year ended December 31, 2024.
The Company had no gains or losses from divestitures or sales of investments during the year ended 2023.
6.    Earnings Per Share
Basic Earnings Per Share:
The following is the calculation of the Company’s basic EPS (in thousands, except per share data):
 
Year Ended December 31,
 
2025
2024
2023
Basic earnings (loss) per share:
 
 
 
Net income (loss) available to common stockholders
$
154,962 
$
126,988 
$
36,265 
Less: Dividends declared and allocation of undistributed earnings to participating securities
(6,334)
(5,773)
(2,195)
Net income (loss) attributable to common stockholders
148,628 
121,215 
34,070 
Basic weighted-average shares of common stock outstanding
476,364 
473,390 
426,436 
Basic earnings (loss) per share
$
0.31 
$
0.26 
$
0.08 
Fully Diluted Earnings Per Share:
The following is the calculation of the Company’s fully diluted EPS (in thousands, except per share data): 
 
Year Ended December 31,
 
2025
2024
2023
Fully diluted earnings (loss) per share:
 
 
 
Net income (loss) attributable to common stockholders
$
148,628 
$
121,215 
$
34,070 
Add back: Allocations of net income (loss) to limited partnership interests, net of tax
— 
— 
(156)
Add back: Allocations of undistributed earnings to participating securities
5,160 
4,620 
1,731 
Less: Reallocation of undistributed earnings to participating securities
(5,113)
(4,567)
(1,702)
Net income (loss) for fully diluted shares
$
148,675 
$
121,268 
$
33,943 
Weighted-average shares:
Common stock outstanding
476,364
473,390 
426,436 
Partnership units¹
— 
— 
57,239 
Non-participating RSUs
— 
— 
1,406 
Other
4,586 
5,752 
4,908 
Fully diluted weighted-average shares of common stock outstanding
480,950 
479,142 
489,989 
Fully diluted earnings (loss) per share
$
0.31 
$
0.25 
$
0.07 
____________________________________
    Partnership units collectively include FPUs, LPUs, and Cantor units (see Note 2—“Limited Partnership Interests in BGC Holdings and Newmark Holdings” for more
information).
    Primarily consists of contracts to issue shares of BGC common stock.
2
1
2
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For the years ended December  31, 2025, 2024 and 2023, approximately 15.5 million, 16.0 million and 14.3 million, respectively, of potentially
dilutive securities, were excluded from the computation of fully diluted EPS because their effect would have been anti-dilutive. Anti-dilutive securities for the
year ended December 31, 2025, included 15.3 million participating RSUs and 0.2 million participating restricted stock awards. Anti-dilutive securities for the
year ended December 31, 2024 included 15.6 million participating RSUs and 0.4 million participating restricted stock awards. Anti-dilutive securities for the
year ended December 31, 2023 included 12.7 million participating RSUs and 1.6 million participating restricted stock awards.
As of December 31, 2025, 2024 and 2023, approximately 59.1 million, 59.6 million and 63.3 million, respectively, contingent shares of BGC Class A
common stock, non-participating RSUs and non-participating restricted stock awards were excluded from the fully diluted EPS computations because the
conditions for issuance had not been met by the end of the period.
Contingent shares excluded from the calculation of EPS included: shares promised in connection with acquisition earnout consideration whereby the
acquired entity or entities are required to achieve a stated performance target defined in their respective acquisition agreements; other contingent share
obligations which include agreements with terminated employees to deliver shares of BGC Class A common stock over a set period of time post-termination in
accordance with their respective partnership separation agreements; and non-participating RSUs and non-participating restricted stock awards which contain
service conditions and/or performance conditions which have not been met during the period. When the service condition and/or performance condition has
been met in the period, the securities are included in diluted EPS on the first day of the quarter in which the contingency was met.
7.    Stock Transactions and Unit Redemptions
Class A Common Stock
Changes in shares of BGC Class A common stock outstanding for the years ended December 31, 2025 and 2024 were as follows (in thousands):
 
Year Ended December 31,
 
2025
2024
Shares outstanding at beginning of period
374,297 
390,095 
Share issuances:
Redemptions/exchanges of limited partnership interests and contingent share obligations¹
922 
1,756 
Vesting of RSUs
9,873 
9,996 
Acquisitions
694 
1,062 
Other issuances of BGC Class A common stock
9,895 
9,028 
Restricted stock forfeitures
(468)
(1,440)
Treasury stock repurchases
(32,038)
(36,200)
Shares outstanding at end of period
363,175 
374,297 
____________________________________
        Contingent share obligations include shares of BGC Class A common stock issued to terminated employees per their respective separation agreements. Included in
redemptions/exchanges of limited partnership interests and contingent share obligations for the year ended December 31, 2025 are 0.9 million shares of BGC Class A
common stock granted in connection with 1.0 million contingent share obligations. Included in redemptions/exchanges of limited partnership interests and contingent
share obligations for the year ended December 31, 2024 are 1.8 million shares of BGC Class A common stock granted in connection with 1.8 million contingent share
obligations. Because contingent share obligations were included in the Company’s fully diluted share count, if dilutive, settlement of contingent share obligations in
connection with the issuance of BGC Class A common stock did not impact the fully diluted number of shares outstanding.
    Treasury stock repurchases include shares withheld for taxes on restricted stock vesting. See “Unit Redemptions and Share Repurchase Program.”
Class B Common Stock
The Company did not issue any shares of BGC Class B common stock during the year ended December 31, 2025 and 2024. As of both December 31,
2025 and 2024, there were 109.5 million shares of BGC Class B common stock outstanding.
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CEO Program
On March 8, 2021, the Company filed a new CEO Program Shelf Registration Statement on Form S-3 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. On July 8, 2022, the Company filed
an amendment to the March 2021 Form S-3 Registration Statement. On August 3, 2022, the March 2021 Form S-3 Registration Statement was declared
effective by the SEC, and the Company entered into the August 2022 Sales Agreement on August 12, 2022. The Company did not sell any shares under the
August 2022 Sales Agreement. On July 3, 2023, in connection with the Corporate Conversion, BGC Group filed a post-effective amendment to the March 2021
Form S-3 Registration Statement, pursuant to which it adopted the March 2021 Form S-3 Registration Statement as its own registration statement. Also on July
3, 2023, BGC Group assumed the August 2022 Sales Agreement, as amended and restated to replace references to BGC Partners with references to BGC
Group and to make other ministerial changes. BGC Group may sell up to an aggregate of $300.0 million of shares of BGC Class A common stock pursuant to
the terms of the July 2023 Sales Agreement. Under the July 2023 Sales Agreement, the Company agreed to pay CF&Co 2% of the gross proceeds from the sale
of shares. The March 2021 Form S-3 Registration Statement and the July 2023 Sales Agreement related to the CEO Program both expired on August 2, 2025.
As of December 31, 2025 the Company had not sold any shares of BGC Class A common stock or paid any commission to CF&Co under the July 2023 Sales
Agreement. For additional information on the Company’s CEO Program sales agreements, see Note 13—“Related Party Transactions.”
Unit Redemptions and Share Repurchase Program
The Company’s Board and Audit Committee have authorized repurchases of BGC Class A common stock and redemptions of limited partnership
interests or other equity interests in the Company’s subsidiaries. On July 1, 2023, the BGC Group Board and Audit Committee approved BGC Group’s 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 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, 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-approved BGC Group’s Share Repurchase Authorization in an amount up to $400.0 million, for which there is no
expiration date. As of December 31, 2025, the Company had $389.2 million remaining from its Share Repurchase Authorization. From time to time, the
Company may actively continue to repurchase shares.
The tables below represent the shares repurchased for cash or withheld to satisfy tax liabilities due upon the vesting of restricted stock and do not
include units redeemed/cancelled in connection with the grant of shares of BGC Class A common stock nor the limited partnership interests exchanged for
shares of BGC Class A common stock. The share repurchases of BGC Class A common stock during the year ended December 31, 2025 were as follows (in
thousands, except for weighted-average price data):
Period
Total Number
of Shares
Repurchased
Weighted-
Average Price
Paid per Share
Approximate
Dollar Value of
Shares That Could Be
Repurchased
Under the Program at
December 31, 2025
Repurchases
January 1, 2025—March 31, 2025
3,184 
$
9.36 
April 1, 2025—June 30, 2025
17,224 
9.21 
July 1, 2025—September 30, 2025
4,239 
9.88 
October 1, 2025—October 31, 2025
6,200 
9.22 
November 1, 2025—November 30, 2025
1,191 
9.10 
December 1, 2025—December 31, 2025
— 
— 
Total Repurchases
32,038 
$
9.31 
$
389,179 
____________________________________
    During the year ended December 31, 2025, the Company repurchased 32.0 million shares of BGC Class A common stock at an aggregate price of $298.3 million for a
weighted-average price of $9.31 per share. These repurchases include 1.8 million restricted shares vested but withheld described in the following footnote.
    Includes 1.8 million shares withheld to satisfy tax liabilities due upon the vesting of restricted stock. The fair value of restricted shares vested but withheld to satisfy tax
liabilities was $16.9 million at a weighted-average price of $9.16 per share. 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.
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    On May 16, 2025, Mr. Howard Lutnick agreed to sell 16.1 million shares of BGC Class A common stock to BGC at a price of $9.2082 per share pursuant to the Company’s
Share Repurchase Authorization. Such repurchase closed on May 19, 2025, and was approved by the Audit Committee. See Note 13—“Related Party Transactions” for
further information.
The share repurchases of BGC Class A common stock during the year ended December 31, 2024 were as follows (in thousands, except for weighted-
average price data):
Period
Total Number
of Shares
Repurchased
Weighted-
Average Price
Paid per Share
Approximate
Dollar Value
of
Shares 
That Could Be Repurchased
Under the Program at December
31, 2024
Repurchases
January 1, 2024—March 31, 2024
11,250 
$
7.11 
April 1, 2024—June 30, 2024
10,688 
8.32 
July 1, 2024—September 30, 2024
7,893 
9.05 
October 1, 2024—October 31, 2024
6,369 
9.45 
November 1, 2024—November 30, 2024
— 
— 
December 1, 2024—December 31, 2024
— 
— 
Total Repurchases
36,200 
$
8.30 
$
350,000 
____________________________________
    During the year ended December 31, 2024, the Company repurchased 36.2 million shares of BGC Class A common stock for an aggregate price of $300.5 million at a
weighted-average price of $8.30 per share. These repurchases include 4.6 million restricted shares vested but withheld described in the following footnote.
    Includes 4.6 million shares withheld to satisfy tax liabilities due upon the vesting of restricted stock. The fair value of restricted shares vested but withheld to satisfy tax
liabilities was $38.4 million at a weighted-average price of $8.35 per share. 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.
8.    Financial Instruments Owned, at Fair Value
Financial instruments owned, at fair value primarily consist of unencumbered U.S. Treasury bills held for liquidity purposes. Total Financial
instruments owned, at fair value were $127.6 million and $186.2 million as of December 31, 2025 and 2024, respectively. For additional information, see Note
12—“Fair Value of Financial Assets and Liabilities.”
These instruments are measured at fair value, with any changes in fair value recognized in earnings in the Company’s Consolidated Statements of
Operations. The Company recognized unrealized net losses of $0.1 million as of both December 31, 2025 and 2023 and an unrealized net gain of $0.1 million
as of December 31, 2024 related to the mark-to-market adjustments on such instruments.
9.    Collateralized Transactions Repurchase Agreements
Securities sold under Repurchase Agreements are accounted for as collateralized financing transactions, recorded at the contractual amount for which
the securities will be repurchased, including accrued interest, and recorded as “Repurchase Agreements” on the Company’s Consolidated Statements of
Financial Condition. As of both December 31, 2025 and 2024, the Company had no Repurchase Agreements.
Reverse Repurchase Agreements
Securities purchased under Reverse Repurchase Agreements are accounted for as collateralized financing transactions and are recorded at the
contractual amount for which the securities will be resold, including accrued interest.
For Reverse Repurchase Agreements, it is the Company’s policy to obtain possession of collateral with a market value equal to or in excess of the
principal amount loaned under Reverse Repurchase Agreements. Collateral is valued daily and the Company may require counterparties to deposit additional
collateral or return collateral pledged when appropriate.
As of both December 31, 2025 and 2024, the Company had no Reverse Repurchase Agreements.
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10.    Receivables from and Payables to Broker-Dealers, Clearing Organizations, Customers and Related Broker-Dealers
Receivables from and payables to broker-dealers, clearing organizations, customers and related broker-dealers primarily represent amounts due for
undelivered securities, cash held at clearing organizations and exchanges to facilitate settlement and clearance of matched principal transactions, spreads on
matched principal transactions that have not yet been remitted from/to clearing organizations and exchanges and amounts related to open derivative contracts
(see Note 11—“Derivatives”). As of December 31, 2025 and December 31, 2024, Receivables from and payables to broker-dealers, clearing organizations,
customers and related broker-dealers consisted of the following (in thousands):
December 31, 2025
December 31, 2024
Receivables from broker-dealers, clearing organizations, customers and related broker-dealers :
Contract values of fails to deliver
$
284,804 
$
213,409 
Receivables from clearing organizations
151,212 
118,473 
Other receivables from broker-dealers and customers
29,591 
26,859 
Net pending trades
— 
1,365 
Open derivative contracts
2,428 
5,384 
Total
$
468,035 
$
365,490 
Payables to broker-dealers, clearing organizations, customers and related broker-dealers :
Contract values of fails to receive
$
275,290 
$
201,301 
Payables to clearing organizations
10,237 
5,643 
Other payables to broker-dealers and customers
18,114 
14,003 
Net pending trades
1,115 
— 
Open derivative contracts
1,608 
4,430 
Total
$
306,364 
$
225,377 
____________________________
Includes receivables and payables with Cantor. See Note 13—“Related Party Transactions” for additional information.
Substantially all open fails to deliver, open fails to receive and pending trade transactions as of December 31, 2025 have subsequently settled at the
contracted amounts.
11.    Derivatives
In the normal course of operations, the Company enters into derivative contracts to facilitate client transactions, hedge principal positions and
facilitate hedging activities of affiliated companies. These derivative contracts primarily consist of FX swaps, FX/commodities options, futures, forwards and
interest rate swaps.
The fair value of derivative contracts, presented in accordance with the Company’s netting policy, is set forth below (in thousands):
December 31, 2025
December 31, 2024
Derivative contract
Assets
Liabilities
Notional Amounts
Assets
Liabilities
Notional Amounts
FX swaps
$
1,773 
$
1,022 
$
748,874 
$
4,810 
$
3,679 
$
635,790 
Forwards
655 
384 
249,973 
409 
751 
185,821 
Futures
— 
202 
7,860,240 
165 
— 
8,758,848 
Interest rate swaps
— 
— 
— 
— 
— 
534,085 
Total
$
2,428 
$
1,608 
$
8,859,087 
$
5,384 
$
4,430 
$
10,114,544 
____________________________________
Notional amounts represent the sum of gross long and short derivative contracts, an indication of the volume of the Company’s derivative activity, and do not represent
anticipated losses.
Certain of the Company’s FX swaps are with Cantor. See Note 13—“Related Party Transactions” for additional information related to these
transactions.
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The replacement costs of contracts in a gain position were $2.4 million and $5.4 million, as of December 31, 2025 and 2024, respectively.
The following tables present information about the offsetting of derivative instruments as of December 31, 2025 and 2024 (in thousands):
December 31, 2025
Gross Amounts
Gross Amounts Offset
Net Amounts
Presented in the
Statements of
Financial Condition
Assets
FX swaps
$
2,424 
$
(651)
$
1,773 
Forwards
929 
(274)
655 
Futures
44,469 
(44,469)
— 
Total derivative assets
$
47,822 
$
(45,394)
$
2,428 
Liabilities
FX swaps
$
1,673 
$
(651)
$
1,022 
Forwards
658 
(274)
384 
Futures
44,671 
(44,469)
202 
Total derivative liabilities
$
47,002 
$
(45,394)
$
1,608 
December 31, 2024
Gross Amounts
Gross Amounts Offset
Net Amounts
Presented in the
Statements of
Financial Condition
Assets
FX swaps
$
5,993 
$
(1,183)
$
4,810 
Forwards
465 
(56)
409 
Futures
37,083 
(36,918)
165 
Interest rate swaps
132 
(132)
— 
Total derivative assets
$
43,673 
$
(38,289)
$
5,384 
Liabilities
FX swaps
$
4,862 
$
(1,183)
$
3,679 
Forwards
807 
(56)
751 
Futures
36,918 
(36,918)
— 
Interest rate swaps
132 
(132)
— 
Total derivative liabilities
$
42,719 
$
(38,289)
$
4,430 
There were no additional balances in gross amounts not offset as of either December 31, 2025 or 2024.
The change in fair value of derivative contracts is reported as part of “Principal transactions” in the Company’s Consolidated Statements of
Operations.
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The table below summarizes gains and (losses) on derivative contracts for the years ended December 31, 2025, 2024 and 2023 (in thousands):
Year Ended December 31,
Derivative contract
2025
2024
2023
Futures
$
14,524 
$
12,371 
$
13,139 
Interest rate swaps
12,055 
6,965 
3,454 
FX swaps
3,625 
2,581 
2,619 
FX/commodities options
382 
317 
230 
Gains, net
$
30,586 
$
22,234 
$
19,442 
12.    Fair Value of Financial Assets and Liabilities
Fair Value Measurements on a Recurring Basis
The following tables set forth by level within the fair value hierarchy financial assets and liabilities accounted for at fair value under U.S. GAAP
guidance (in thousands):
Assets at Fair Value at December 31, 2025
Level 1
Level 2
Level 3
Netting and
Collateral
Total
Financial instruments owned, at fair value—Domestic
government debt
$
97,546 
$
— 
$
— 
$
— 
$
97,546 
Financial instruments owned, at fair value—Foreign
government debt
— 
29,054 
— 
— 
29,054 
Financial instruments owned, at fair value—Equities
955 
— 
— 
— 
955 
Financial instruments owned, at fair value—Corporate
bonds
— 
59 
— 
— 
59 
FX swaps
— 
2,424 
— 
(651)
1,773 
Forwards
— 
929 
— 
(274)
655 
Futures
44,469 
— 
— 
(44,469)
— 
Total
$
142,970 
$
32,466 
$
— 
$
(45,394)
$
130,042 
Liabilities at Fair Value at December 31, 2025
Level 1
Level 2
Level 3
Netting and
Collateral
Total
FX swaps
$
— 
$
1,673 
$
— 
$
(651)
$
1,022 
Forwards
— 
658 
— 
(274)
384 
Futures
44,671 
— 
— 
(44,469)
202 
Contingent consideration
— 
— 
22,662 
— 
22,662 
Total
$
44,671 
$
2,331 
$
22,662 
$
(45,394)
$
24,270 
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Assets at Fair Value at December 31, 2024
Level 1
Level 2
Level 3
Netting and
Collateral
Total
Financial instruments owned, at fair value—Domestic
government debt
$
170,381 
$
— 
$
— 
$
— 
$
170,381 
Financial instruments owned, at fair value—Foreign
government debt
— 
14,827 
— 
— 
14,827 
Financial instruments owned, at fair value—Equities
989 
— 
— 
— 
989 
FX swaps
— 
5,993 
— 
(1,183)
4,810 
Forwards
— 
465 
— 
(56)
409 
Futures
37,083 
— 
— 
(36,918)
165 
Interest rate swaps
— 
132 
— 
(132)
— 
Total
$
208,453 
$
21,417 
$
— 
$
(38,289)
$
191,581 
Liabilities at Fair Value at December 31, 2024
Level 1
Level 2
Level 3
Netting and
Collateral
Total
FX swaps
$
— 
$
4,862 
$
— 
$
(1,183)
$
3,679 
Futures
36,918 
— 
— 
(36,918)
— 
Forwards
— 
807 
— 
(56)
751 
Interest rate swaps
— 
132 
— 
(132)
— 
Contingent consideration
— 
— 
21,768 
— 
21,768 
Total
$
36,918 
$
5,801 
$
21,768 
$
(38,289)
$
26,198 
Level 3 Financial Liabilities
Changes in Level 3 liabilities measured at fair value on a recurring basis for the year ended December 31, 2025 were as follows (in thousands):
Unrealized gains (losses) for the period
included in:
Opening Balance
as of January 1,
2025
Total realized
and unrealized
(gains) losses
included in Net
income (loss)
Purchases/
Issuances
Sales/
Settlements
Closing Balance
at December 31,
2025
Net income (loss) on
Level 3 Assets /
Liabilities
Outstanding at
December 31,
2025
Other comprehensive
income (loss) on
Level 3 Assets /
Liabilities
Outstanding at
December 31,
2025
Liabilities
Accounts payable, accrued and other liabilities:
Contingent consideration
$
21,768 
$
4,977 
$
— 
$
(4,083)
$
22,662 
$
4,759 
$
— 
_______________________________________
Realized and unrealized gains (losses) are reported in “Other income (loss),” in the Company’s Consolidated Statements of Operations.
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Changes in Level 3 liabilities measured at fair value on a recurring basis for the year ended December 31, 2024 were as follows (in thousands):
Unrealized gains (losses) for the period
included in:
Opening Balance
as of January 1,
2024
Total realized
and unrealized
(gains) losses
included in Net
income (loss)
Purchases/
Issuances
Sales/
Settlements
Closing Balance
at December 31,
2024
Net income (loss) on
Level 3 Assets /
Liabilities
Outstanding at
December 31,
2024
Other comprehensive
income (loss) on
Level 3 Assets /
Liabilities
Outstanding at
December 31, 2024
Liabilities
Accounts payable, accrued and other liabilities:
Contingent consideration
$
11,929 
$
1,146 
$
12,333 
$
(3,640)
$
21,768 
$
1,146 
$
— 
_______________________________________
Realized and unrealized gains (losses) are reported in “Other income (loss),” as applicable, in the Company’s Consolidated Statements of Operations.
Quantitative Information About Level 3 Fair Value Measurements on a Recurring Basis
The following tables present quantitative information about the significant unobservable inputs utilized by the Company in the fair value measurement
of Level 3 liabilities measured at fair value on a recurring basis (dollar amounts in thousands):
Fair Value as of December 31, 2025
Assets
Liabilities
Valuation Technique
Unobservable Inputs
Range
Weighted
Average
Discount rate
7.5%-9.2%
7.5%
Contingent consideration
$
— 
$
22,662 
Present value of
expected payments
Probability of meeting earnout
and contingencies
50%-100%
85.0%
_______________________________________
The discount rate is based on the Company’s calculated weighted-average cost of capital.
The probability of meeting the earnout targets was based on the acquirees’ projected future financial performance, including revenues.
Fair Value as of December 31, 2024
Assets
Liabilities
Valuation Technique
Unobservable Inputs
Range
Weighted
Average
Discount rate
9.1%-9.2%
9.1%
Contingent consideration
$
— 
$
21,768 
Present value of
expected payments
Probability of meeting earnout
and contingencies
20%-100%
81.9%
_______________________________________
The discount rate is based on the Company’s calculated weighted-average cost of capital.
The probability of meeting the earnout targets was based on the acquirees’ projected future financial performance, including revenues.
Information About Uncertainty of Level 3 Fair Value Measurements
The significant unobservable inputs used in the fair value of the Company’s contingent consideration are the discount rate and forecasted financial
information. Significant increases (decreases) in the discount rate would have resulted in a significantly lower (higher) fair value measurement. Significant
increases (decreases) in the forecasted financial information would have resulted in a significantly higher (lower) fair value measurement. As of December 31,
2025 and 2024, the present value of expected payments related to the Company’s contingent consideration was $22.7 million and $21.8 million, respectively.
The undiscounted value of the payments, assuming that all contingencies are met, would be $27.1 million and $30.4 million as of December 31, 2025 and
2024, respectively.
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Fair Value Measurements on a Non-Recurring Basis
Pursuant to the recognition and measurement guidance for equity investments, equity investments carried under the measurement alternative are
remeasured at fair value on a non-recurring basis to reflect observable transactions which occurred during the period. The Company applied the measurement
alternative to equity securities with fair values of approximately $164.9 million and $136.1 million, which were included in “Other assets” in the Company’s
Consolidated Statements of Financial Condition as of December 31, 2025 and 2024, respectively. These investments are classified within Level 2 in the fair
value hierarchy, because their estimated fair value is based on valuation methods using the observable transaction price at the transaction date.
13.    Related Party Transactions
In connection with the Corporate Conversion on July 1, 2023, the BGC Group Board and the Board of Directors of BGC Partners authorized the
assumption of all agreements and arrangements between BGC Partners and any executive officer, director or affiliate of BGC Partners, with such modifications
necessary to reflect the Corporate Conversion. Pursuant to the foregoing authorization, any existing agreements and arrangements between BGC Partners and
any executive officer, director or affiliate of BGC Partners, were generally assumed unchanged other than making BGC Group a party thereto.
Service Agreements
Throughout Europe and Asia, the Company provides Cantor with administrative services, technology services and other support, for which it charges
Cantor based on the cost of providing such services plus a mark-up, generally 7.5%. In the U.K., the Company provides these services to Cantor through Tower
Bridge. The Company owns 52% of Tower Bridge and consolidates it, and Cantor owns 48%. Cantor’s interest in Tower Bridge is reflected as a component of
“Noncontrolling interest in subsidiaries” in the Company’s Consolidated Statements of Financial Condition, and the portion of Tower Bridge’s income
attributable to Cantor is included as part of “Net income (loss) attributable to noncontrolling interest in subsidiaries” in the Company’s Consolidated
Statements of Operations. In the U.S., the Company provides Cantor with technology services for which it charges Cantor based on the cost of providing such
services.
The administrative services agreement provides that direct costs incurred are charged back to the service recipient. Additionally, the service recipient
generally indemnifies the service provider for liabilities that it incurs arising from the provision of services, other than liabilities arising from fraud or willful
misconduct of the service provider. In accordance with the administrative service agreement, the Company has not recognized any liabilities related to services
provided to affiliates.
For the years ended December 31, 2025, 2024 and 2023, Cantor’s share of the net profit in Tower Bridge was $2.8 million, $2.2 million and $2.8
million, respectively. This net profit or loss is included as part of “Net income (loss) attributable to noncontrolling interest in subsidiaries” in the Company’s
Consolidated Statements of Operations.
On September 21, 2018, the Company entered into agreements to provide a guarantee and related obligation to Tower Bridge in connection with an
office lease for the Company’s headquarters in London. The Company is obligated to guarantee the obligations of Tower Bridge in the event of certain defaults
under the applicable lease and ancillary arrangements. In July 2018, the Audit Committee also authorized management of the Company to enter into similar
guarantees or provide other forms of credit support to Tower Bridge or other affiliates of the Company from time to time in the future in similar circumstances
and on similar terms and conditions.
For the years ended December 31, 2025, 2024 and 2023, the Company recognized related party revenues of $18.7 million, $20.7 million and $16.0
million, respectively, for the services provided to Cantor. These revenues are included as part of “Fees from related parties” in the Company’s Consolidated
Statements of Operations.
In the U.S., Cantor and its affiliates provide the Company with administrative services and other support for which Cantor charges the Company based
on the cost of providing such services. In connection with the services Cantor provides, the Company and Cantor entered into an administrative services
agreement whereby certain employees of Cantor are deemed leased employees of the Company.
For the years ended December 31, 2025, 2024 and 2023, the Company was charged $141.9 million, $107.6 million and $97.4 million, respectively, for
the services provided by Cantor and its affiliates, of which $103.6 million, $75.1 million and $64.7 million, respectively, were to cover compensation to leased
employees for these periods. The fees charged by Cantor for administrative and support services, other than those to cover the compensation costs of leased
employees, are included as part of “Fees to related parties” in the Company’s Consolidated Statements of Operations. The fees charged by Cantor to cover the
compensation costs of leased employees are included as part of “Compensation and employee benefits” in the Company’s Consolidated Statements of
Operations.
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In connection with the Corporate Conversion on July 1, 2023, BGC Group, Cantor and certain affiliates of Cantor entered into an Amended and
Restated U.S. Master Administrative Services Agreement and an Amended and Restated U.K. Master Administrative Services Agreement.
FMX Administrative Services Agreement
In connection with the FMX Separation, on April 23, 2024, Tower Bridge and FMX entered into an Administrative Services Agreement, pursuant to
which Tower Bridge would provide certain administrative services and technology services to FMX.
Clearing Agreements with Cantor
The Company and its subsidiaries receive certain clearing services from Cantor and its subsidiaries pursuant to several clearing agreements, including
the Clearing Services Agreement. These clearing services are provided in exchange for payment by the Company and its subsidiaries for certain clearing costs
and allocated costs. The costs associated with these payments are included as part of “Fees to related parties” in the Company’s Consolidated Statements of
Operations. The costs for these services are included as part of the charges to BGC for services provided by Cantor and its affiliates as discussed in “Service
Agreements” above.
On June 7, 2024, the Company amended the Clearing Services Agreement to modify the rate charged by CF&Co for posting margin in respect of
trades cleared on behalf of BGCF to a rate equal to CF&Co’s cost of funding such margin through a draw on a third party credit facility provided to CF&Co for
which the use of proceeds is to finance clearinghouse margin deposits and related transactions.
Clearing Capital Agreement with Cantor
In November 2008, the Company entered into the Clearing Capital Agreement with Cantor to clear U.S. Treasury and U.S. government agency
securities transactions on the Company’s behalf. In June 2020, the Clearing Capital Agreement was amended to cover Cantor providing clearing services in all
eligible financial products to the Company and not just U.S. Treasury and U.S. government agency securities. Pursuant to the terms of this agreement, so long
as Cantor is providing clearing services to BGC, Cantor shall be entitled to request from the Company cash or other collateral acceptable to Cantor in the
amount reasonably requested by Cantor under the Clearing Capital Agreement or Cantor will post cash or other collateral on BGC’s behalf for a commercially
reasonable charge. On June 7, 2024, the Company amended the Clearing Capital Agreement to modify the rate charged by Cantor for posting margin in respect
of trades cleared on behalf of the Company to a rate equal to Cantor’s cost of funding such margin through a draw on a third party credit facility provided to
Cantor for which the use of proceeds is to finance clearinghouse margin deposits and related transactions. 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, the Company was 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. Cantor held cash or other property from the Company as collateral as of
December 31, 2025 and 2024, at a fair value of $67.6 million and $124.6 million, respectively.
Non-Conforming Subordination Agreements
On June 26, 2024, the Audit Committee of BGC approved the entry into one or more non-conforming subordination agreements by BGC or its
subsidiaries, including FMX, with CF&Co (or its affiliates). Pursuant to any non-conforming subordination agreement, the BGC party would acknowledge that
its brokerage account(s) held at CF&Co are not “customers” of CF&Co and would agree to subordinate its right to receive securities or funds held in such
accounts to the claims of Cantor’s customers. This acknowledgment and agreement by the relevant BGC party enables CF&Co to receive such securities or
funds from the BGC party and post them with the FICC without requiring that they be segregated.
Purchase of Futures Exchange Group
On July 30, 2021, the Company completed the purchase of the Futures Exchange Group for a purchase price of $4.9 million at closing, plus the cash
held at closing by the Futures Exchange Group, and an earn-out, only payable out of the Company’s portion of the profits of the Futures Exchange Group,
capped at the amount Cantor contributed to the Futures Exchange Group prior to closing. The transaction has been accounted for as a transaction between
entities under common control.
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As part of the purchase of the Futures Exchange Group, Cantor has agreed to indemnify the Company for certain expenses arising at the Futures
Exchange Group up to a maximum of $1.0  million. As of both December  31, 2025 and 2024, the Company had recorded assets of $1.0 million in the
Company’s Consolidated Statements of Financial Condition for this indemnity.
Newmark Spin-Off
The Separation and Distribution Agreement sets forth certain agreements among BGC, Cantor, Newmark and their respective subsidiaries.
As a result of the Separation, the limited partnership interests in Newmark Holdings were distributed to the holders of limited partnership interests in
BGC Holdings, including Cantor, whereby each holder of BGC Holdings limited partnership interests at that time held a BGC Holdings limited partnership
interest and a corresponding Newmark Holdings limited partnership interest, which is equal to a BGC Holdings limited partnership interest multiplied by the
Contribution Ratio, divided by the Exchange Ratio. For additional information, see Note 2—“Limited Partnership Interests in BGC Holdings and Newmark
Holdings.”
Subsequent to the Spin-Off, there were remaining partners who held limited partnership interests in BGC Holdings who are Newmark employees, and
there are remaining partners who hold limited partnership interests in Newmark Holdings who are BGC employees. These limited partnership interests
represent interests that were held prior to the Newmark IPO or were distributed in connection with the Separation. Following the Newmark IPO, employees of
BGC and Newmark only receive limited partnership interests in BGC Holdings and Newmark Holdings, respectively. As a result of the Spin-Off, as the
previous limited partnership interests in BGC Holdings held by Newmark employees and the existing limited partnership interests in Newmark Holdings held
by BGC employees were/are exchanged/redeemed, the related capital is contributed to and from Cantor, respectively.
On November 30, 2018, BGC Partners caused its subsidiary, BGC Holdings, to distribute in the BGC Holdings Distribution pro rata all of the 1.5 million
exchangeable interests of Newmark Holdings held by BGC Holdings immediately prior to the effective time of the BGC Holdings Distribution Date to its
limited partners entitled to receive distributions on their BGC Holdings units who were holders of record of such units as of the Record Date (including Cantor
and executive officers of BGC). The Newmark Holdings interests distributed to BGC Holdings partners in the BGC Holdings Distribution are exchangeable for
shares of Newmark Class A common stock, and, in the case of the 0.4 million Newmark Holdings interests received by Cantor, also into shares of Newmark
Class B common stock, at the current Exchange Ratio of 0.9264 shares of Newmark common stock per Newmark Holdings interest (subject to adjustment).
Prior to the Corporate Conversion, all BGC Holdings units held by employees of Newmark were redeemed or exchanged, in each case, for shares of
BGC Class A common stock.
BGC Credit Agreement
On March 19, 2018, BGC Partners entered into the BGC Credit Agreement with Cantor. The BGC Credit Agreement provides for each party and
certain of its subsidiaries to issue loans to the other party or any of its subsidiaries at the lender’s discretion in an aggregate principal amount up to
$250.0 million outstanding at any time. The BGC Credit Agreement replaced the previous Credit Facility between BGC Partners and an affiliate of Cantor. On
August 6, 2018, BGC Partners entered into an amendment to the BGC Credit Agreement, which increased the aggregate principal amount that could be loaned
to the other party or any of its subsidiaries from $250.0 million to $400.0 million that can be outstanding at any time. On October 6, 2023, BGC Group
assumed all rights and obligations of BGC Partners under the BGC Credit Agreement.
On March 8, 2024, the Company entered into a second amendment to the BGC Credit Agreement. The second amendment provides 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 borrowing rate then in effect. Previously, the parties and their respective
subsidiaries could borrow up to an aggregate principal amount of $400.0 million from each other from time to time at an interest rate equal to 1.00% higher
than the higher of Cantor’s or BGC’s short-term borrowing rate then in effect. The BGC Credit Agreement will mature on the earlier to occur of (a) if prior
written notice of non-extension is given by a lending party to a borrowing party at least six months in advance thereof, March 19, 2026, and if such notice is
not timely given, then the maturity date of the BGC Credit Agreement will continue to be extended for additional successive one-year periods unless prior
written notice of non-extension is given by a lending party to a borrowing party at least six months in advance of such renewal date and (b) the termination of
the BGC Credit Agreement by either party pursuant to its terms.
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On June 7, 2024, the Company entered into a third amendment to the BGC Credit Agreement. The third amendment provides that the parties and their
respective subsidiaries may borrow up to an aggregate principal amount of $400.0 million pursuant to a new category of “FICC-GSD Margin Loans.” FICC-
GSD Margin Loans will bear interest at a rate equal to the overnight interest rate actually earned by the borrower or its affiliates on borrowings under the
applicable FICC-GSD Margin Loan that are posted to clearinghouses or kept available for posting at clearinghouses. The maturity date in respect of FICC-GSD
Margin Loans will not exceed 35 days from the date the loan is made, unless otherwise agreed by the parties. All other terms of the BGC Credit Agreement,
including terms applicable to loans made thereunder that are not FICC-GSD Margin Loans, remain the same.
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. The interest
rate on this facility was 6.92%. On April 1, 2024, the Company repaid in full the $275.0 million of principal and interest amounts outstanding from the BGC
Credit Agreement. As of December  31, 2024, there were no borrowings by the Company outstanding under the BGC Credit Agreement. The Company
recorded interest expense related to the BGC Credit Agreement of $1.1 million for the year ended December 31, 2024.
On November 12, 2025, the Company borrowed $20.0 million from Cantor under the BGC Credit Agreement. As of December 31, 2025, there were
$20.0 million of borrowings by the Company outstanding under the BGC Credit Agreement. These borrowings were not considered FICC-GSD Margin Loans.
The average interest rate on borrowings under this facility was 5.45% for the year ended December 31, 2025. The Company recorded interest expense related
to the BGC Credit Agreement of $0.2 million for the year ended December 31, 2025.
On June 10, 2024, Cantor borrowed $180.0  million from the Company under the BGC Credit Agreement. Cantor partially repaid the Company
$18.0 million on July 31, 2024, and $12.0 million on September 25, 2024. On October 1, 2024, Cantor repaid in full to the Company the outstanding principal
of $150.0 million borrowed from the Company under the BGC Credit Agreement, plus accrued interest. As of December 31, 2024, there were no borrowings
by Cantor outstanding under the BGC Credit Agreement. These borrowings were not considered FICC-GSD Margin Loans. The average interest rate on
borrowings under this facility was 7.13% for the year ended December 31, 2024. The Company recorded interest income related to the BGC Credit Agreement
of $3.8 million for the year ended December 31, 2024.
On April 4, 2025, Cantor borrowed $120.0  million from the Company under the BGC Credit Agreement. Cantor partially repaid the Company
$15.0 million on April 14, 2025 and $28.0 million on June 5, 2025. On June 30, 2025, Cantor repaid in full to the Company the outstanding principal of
$77.0 million borrowed from the Company under the BGC Credit Agreement, plus accrued interest. These borrowings were not considered FICC-GSD Margin
Loans. The average interest rate on borrowings under this facility was 6.17% for the year ended December 31, 2025. As of December 31, 2025, there were no
borrowings by Cantor outstanding under the BGC Credit Agreement. The Company recorded $1.5 million of interest income related to the BGC Credit
Agreement for the year ended December 31, 2025.
Other Agreements with Cantor
The Company is authorized to enter into short-term arrangements with Cantor to cover any delivery failures in connection with U.S. Treasury
securities transactions and to share equally in any net income resulting from such transactions, as well as any similar clearing and settlement issues. As of both
December 31, 2025 and 2024, there were no Repurchase Agreements between the Company and Cantor.
As part of the Company’s cash management process, the Company may enter into tri-party Reverse Repurchase Agreements and other short-term
investments, some of which may be with Cantor. As of both December  31, 2025 and 2024, there were no Reverse Repurchase Agreements between the
Company and Cantor.
To more effectively manage the Company’s exposure to changes in FX rates, the Company and Cantor have agreed to jointly manage the exposure. As
a result, the Company is authorized to divide the quarterly allocation of any profit or loss relating to FX currency hedging between the Company and Cantor.
The amount allocated to each party is based on the total net exposure for the Company and Cantor. The ratio of gross exposures of the Company and Cantor is
utilized to determine the shares of profit or loss allocated to each for the period. During the years ended December 31, 2025, 2024 and 2023, the Company
recognized its share of FX losses of $3.2 million and $4.1 million and FX gain of $1.6 million, respectively. These gains and losses are included as part of
“Other expenses” in the Company’s Consolidated Statements of Operations.
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Pursuant to the separation agreement relating to the Company’s acquisition of certain BGC businesses from Cantor in 2008, Cantor has the right,
subject to certain conditions, to be the Company’s customer and to pay the lowest commissions paid by any other customer, whether by volume, dollar or other
applicable measure. In addition, Cantor has an unlimited right to internally use the Company’s market data without any cost but Cantor does not have the right
to furnish such data to any third party. Any future related party transactions or arrangements between the Company and Cantor are subject to prior approval by
the Audit Committee. During the years ended December 31, 2025, 2024 and 2023, the Company recorded revenues from Cantor entities of $0.4 million, $0.3
million and $0.3 million, respectively, related to commissions paid to the Company by Cantor. These revenues are included as part of “Commissions” in the
Company’s Consolidated Statements of Operations.
The Company and Cantor are authorized to utilize each other’s brokers to provide brokerage services for securities not brokered by such entity, so
long as, unless otherwise agreed, such brokerage services were provided in the ordinary course and on terms no less favorable to the receiving party than such
services are provided to typical third-party customers.
In August 2013, the Audit Committee authorized the Company to invest up to $350.0 million in an asset-backed commercial paper program for which
certain Cantor entities serve as placement agent and referral agent. The program issues short-term notes to money market investors and is expected to be used
by the Company from time to time as a liquidity management vehicle. The notes are backed by assets of highly rated banks. The Company is entitled to invest
in the program so long as the program meets investment policy guidelines, including policies related to ratings. Cantor will earn a spread between the rate it
receives from the short-term note issuer and the rate it pays to the Company on any investments in this program. This spread will be no greater than the spread
earned by Cantor for placement of any other commercial paper note in the program. As of both December 31, 2025 and 2024, the Company did not have any
investments in the program.
On June 5, 2015, BGC Partners entered into the Exchange Agreement with Cantor providing Cantor, CFGM and other Cantor affiliates entitled to hold
BGC Partners Class B common stock the right to exchange BGC Partners Class A common stock into shares of BGC Partners Class B common stock from
time to time, on a one-to-one basis, subject to adjustment, up to an aggregate of 34.6 million shares of BGC Class A common stock then owned or subsequently
acquired by such Cantor entities for up to an aggregate of 34.6 million shares of BGC Class B common stock. The Exchange Agreement enabled the Cantor
entities to acquire the same number of shares of BGC Class B common stock that they were entitled to acquire, prior to the Corporate Conversion, without
having to exchange Cantor units in BGC Holdings. In connection with the Corporate Conversion on July 1, 2023, the Exchange Agreement with Cantor
terminated based on its own terms.
On July 1, 2023 as a result of the Corporate Conversion, the total outstanding 64.0 million Cantor units 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 convert into BGC Class A common stock in the event that BGC Group does not issue at least $75.0 million in shares of
BGC Class A or B common stock in connection with certain acquisition transactions prior to the seventh anniversary of the Corporate Conversion.
On October 6, 2025, Cantor purchased 8,973,721 shares of BGC Class B common stock held directly by Mr. Howard Lutnick for a price per share of
$9.2082 less $0.032 per share for the after-tax portion of paid and payable dividends declared after May 16, 2025 through October 6, 2025.
As of December 31, 2025, Cantor and CFGM did not own any shares of BGC Class A common stock. As of December 31, 2025, Cantor and CFGM
owned 102.3 million and 3.0 million shares of BGC Class B common stock, respectively.
Receivables from and Payables to Related Broker-Dealers
Amounts due to or from Cantor and Freedom, one of the Company’s equity method investments, are for transactional revenues under a technology and
services agreement with Freedom, as well as for open derivative contracts. These are included as part of “Receivables from broker-dealers, clearing
organizations, customers and related broker-dealers” or “Payables to broker-dealers, clearing organizations, customers and related broker-dealers” in the
Company’s Consolidated Statements of Financial Condition. As of December 31, 2025 and 2024, the Company had receivables from Freedom of $1.4 million
and $1.3 million, respectively. As of December 31, 2025 and 2024, the Company had $1.8 million and $4.8 million, respectively, in receivables from Cantor
related to open derivative contracts. As of December 31, 2025 and 2024, the Company had $0.8 million and $4.0 million, respectively, in payables to Cantor
related to open derivative contracts. As of December 31, 2025, the Company had no receivables from or payables to Cantor related to fails and pending trades.
As of December 31, 2024, the Company had $0.1 million in receivables from and no payables to Cantor related to fails and pending trades.
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Loans, Forgivable Loans and Other Receivables from Employees and Partners, Net
The Company has entered into various agreements with certain BGC 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. Certain of these loans also may
be either wholly or in part repaid from the proceeds of the sale of the BGC employees’ shares of BGC Class A common stock. In addition, certain loans may be
forgiven over a period of time. The forgivable portion of these loans is recognized as compensation expense over the life of the loan. 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 repayable
in the timeframes outlined in the underlying agreements.
As of December  31, 2025 and 2024, the aggregate balance of employee loans, net, was $436.1 million and $360.1 million, respectively, and is
included as “Loans, forgivable loans and other receivables from employees and partners, net” in the Company’s Consolidated Statements of Financial
Condition. 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 employee loans is included as part of “Compensation and employee
benefits” in the Company’s Consolidated Statements of Operations.
Interest income on the above-mentioned employee loans for the years ended December 31, 2025, 2024 and 2023 was $16.1 million, $13.8 million and
$15.1 million, respectively. The interest income related to these employee loans is included as part of “Interest and dividend income” in the Company’s
Consolidated Statements of Operations.
CEO Program and Other Transactions with CF&Co
As discussed in Note 7—“Stock Transactions and Unit Redemptions,” BGC Partners entered into the August 2022 Sales Agreement, and after the
Corporate Conversion, BGC Group entered into the July 2023 Sales Agreement with CF&Co as the Company’s sales agent under the CEO Program. During
both the years ended December 31, 2025 and 2024, the Company did not sell any shares of BGC Class A common stock under its CEO Program. For the years
ended December 31, 2025, 2024 and 2023, the Company was not charged for services provided by CF&Co related to the CEO Program with CF&Co. The net
proceeds of any shares sold would be included as part of “Additional paid-in capital” in the Company’s Consolidated Statements of Financial Condition. The
March 2021 Form S-3 Registration Statement and the July 2023 Sales Agreement related to the CEO Program both expired on August 2, 2025.
The Company has engaged CF&Co and its affiliates to act as financial advisors in connection with one or more third-party business combination
transactions as requested by the Company on behalf of its affiliates from time to time on specified terms, conditions and fees. The Company may pay finders’,
investment banking or financial advisory fees to broker-dealers, including, but not limited to, CF&Co and its affiliates, from time to time in connection with
certain business combination transactions, and, in some cases, the Company may issue shares of BGC Class A common stock in full or partial payment of such
fees.
On October 3, 2014, management was granted approval by the Board and Audit Committee to enter into stock loan transactions with CF&Co utilizing
equities securities. Such stock loan transactions will bear market terms and rates. As of December 31, 2025 and 2024, the Company did not have any securities
loaned transactions with CF&Co.
On July 24, 2018, the Company issued an aggregate of $450.0 million principal amount of BGC Partners 5.375% Senior Notes. The BGC Partners
5.375% Senior Notes were general senior unsecured obligations of the Company. In connection with this issuance of the BGC Partners 5.375% Senior Notes,
the Company recorded $0.3 million in underwriting fees payable to CF&Co. The Company also paid CF&Co an advisory fee of $0.2 million in connection
with the issuance. These fees were recorded as a direct reduction from the Notes payable and other borrowings in the Company’s Consolidated Statements of
Financial Condition and were amortized as interest expense over the term of the notes. The BGC Partners 5.375% Senior Notes matured on July 24, 2023.
On September 27, 2019, the Company issued an aggregate of $300.0 million principal amount of BGC Partners 3.750% Senior Notes. In connection
with this issuance of BGC Partners 3.750% Senior Notes, the Company recorded $0.2 million in underwriting fees payable to CF&Co. These fees were
recorded as a direct reduction from the Notes payable and other borrowings in the Company’s Consolidated Statements of Financial Condition and were
amortized as interest expense over the term of the notes. The BGC Partners 3.750% Senior Notes and BGC Group 3.750% Senior Notes matured on October 1,
2024.
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On June  11, 2020, BGC Partners’ Board of Directors and its Audit Committee authorized a debt repurchase program for the repurchase by the
Company of up to $50.0 million of Company Debt Securities, and on July 1, 2023, BGC Group’s Board of Directors and its Audit Committee authorized a debt
repurchase program for the repurchase by the Company of up to $50.0 million of Company Debt Securities. Repurchases of Company Debt Securities, if any,
are expected to reduce future cash interest payments, as well as future amounts due at maturity or upon redemption. Under the authorization, the Company may
make repurchases of Company Debt Securities for cash from time to time in the open market or in privately negotiated transactions upon such terms and at
such prices as management may determine. Additionally, the Company is authorized to make any such repurchases of Company Debt Securities through
CF&Co (or its affiliates), in its capacity as agent or principal, or such other broker-dealers as management shall determine to utilize from time to time, and such
repurchases shall be subject to brokerage commissions which are no higher than standard market commission rates. On August 21, 2024, the Company
repurchased $0.5 million of outstanding aggregate principal amount, plus accrued interest, of BGC Partners 8.000% Senior Notes for $0.5 million. As of
December 31, 2025, the Company had $49.5 million remaining under its debt repurchase authorization. For additional information, see Note 17—“Notes
Payable and Other Borrowings.”
On July 10, 2020, the Company issued an aggregate of $300.0 million principal amount of BGC Partners 4.375% Senior Notes. In connection with
this issuance of BGC Partners 4.375% Senior Notes, the Company recorded $0.2 million in underwriting fees payable to CF&Co. These fees were recorded as
a direct reduction from the Notes payable and other borrowings in the Company’s Consolidated Statements of Financial Condition and were amortized as
interest expense over the term of the notes. Cantor purchased $14.5 million of such senior notes and tendered such notes in the Exchange Offer in exchange for
an equivalent amount of BGC Group 4.375% Senior Notes. The BGC Partners 4.375% Senior Notes and BGC Group 4.375% Senior Notes matured on
December 15, 2025. Cantor received $14.5 million plus interest upon maturity of the BGC Group 4.375% Senior Notes that it held.
On May 25, 2023, the Company issued an aggregate of $350.0 million principal amount of BGC Partners 8.000% Senior Notes. In connection with
this issuance of BGC Partners 8.000% Senior Notes, the Company paid $0.2 million in underwriting fees to CF&Co. These fees were recorded as a direct
reduction from the Notes payable and other borrowings in the Company’s Consolidated Statements of Financial Condition and are amortized as interest
expense over the term of the notes.
On June 10, 2024, the Company issued an aggregate of $500.0 million principal amount of BGC Group 6.600% Senior Notes. In connection with this
issuance of BGC Group 6.600% Senior Notes, the Company paid $0.4 million in underwriting fees to CF&Co. These fees were recorded as a direct reduction
from the Notes payable and other borrowings in the Company’s Consolidated Statements of Financial Condition and are amortized as interest expense over the
term of the notes.
In connection with the issuance of the BGC Group 6.600% Senior Notes, on June 10, 2024, the Company entered into a Registration Rights
Agreement with the initial purchasers in the offering of the BGC Group 6.600% Senior Notes, including CF&Co, pursuant to which the Company was
obligated to file a registration statement with the SEC with respect to an offer to exchange the BGC Group 6.600% Notes for a substantially identical issue of
notes registered under the Securities Act and to complete such exchange offer prior to 365 days after June 10, 2024. The exchange offer expired on September
27, 2024, and the tendered BGC Group 6.600% Senior Notes were exchanged for new registered notes with substantially identical terms.
On April 2, 2025, the Company issued an aggregate of $700.0 million principal amount of BGC Group 6.150% Senior Notes. In connection with this
issuance of BGC Group 6.150% Senior Notes, the Company recorded $0.4 million in underwriting fees to CF&Co. These fees were recorded as a direct
reduction from the Notes payable and other borrowings in the Company’s Consolidated Statements of Financial Condition and are amortized as interest
expense over the term of the notes.
In connection with the issuance of the BGC Group 6.150% Senior Notes, on April 2, 2025, the Company entered into a Registration Rights Agreement
with the initial purchasers in the offering of the BGC Group 6.150% Senior Notes, including CF&Co, pursuant to which the Company is obligated to file a
registration statement with the SEC with respect to an offer to exchange the BGC Group 6.150% Notes for a substantially identical issue of notes registered
under the Securities Act and to complete such exchange offer prior to 365 days after April 2, 2025. The exchange offer for the BGC Group 6.150% Senior
Notes expired on October 3, 2025, and the tendered BGC Group 6.150% Senior Notes were exchanged for new registered notes.
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Cantor Rights to Purchase Cantor Units from BGC Holdings
Prior to the Corporate Conversion, Cantor had the right to purchase Cantor units from BGC Holdings upon redemption of non-exchangeable FPUs
redeemed by BGC Holdings upon termination or bankruptcy of the Founding/Working Partner. In addition, where current, terminating, or terminated partners
were permitted by the Company to exchange any portion of their FPUs and Cantor consented to such exchangeability, the Company would offer to Cantor the
opportunity for Cantor to purchase the same number of Cantor units in BGC Holdings at the price that Cantor would have paid for Cantor units had the
Company redeemed the FPUs. If Cantor acquired any Cantor units as a result of the purchase or redemption by BGC Holdings of any FPUs, Cantor would be
entitled to the benefits (including distributions) of such units it acquired from the date of termination or bankruptcy of the applicable Founding/Working
Partner.
On April 16, 2023, Cantor purchased from BGC Holdings an aggregate of 533,757 Cantor units for an aggregate consideration of $1,051,080 as a
result of the redemption of 533,757 FPUs, and 85,775 Cantor units for an aggregate consideration of $173,154 as a result of the exchange of 85,775 FPUs.
On June 30, 2023, Cantor purchased from BGC Holdings an aggregate of 5,425,209 Cantor units for an aggregate consideration of $9,715,772 as a
result of the redemption of 5,425,209 FPUs, and 324,223 Cantor units for an aggregate consideration of $598,712 as a result of the exchange of 324,223 FPUs.
As of December 31, 2025 and 2024, there were no FPUs in BGC Holdings remaining.
Cantor Aurel Revenue Sharing Agreement
On June 24, 2021, the Board and Audit Committee authorized the Company’s French subsidiary, Aurel BGC SAS, to enter into a revenue sharing
agreement pursuant to which Cantor would provide services to Aurel to support Aurel’s investment banking activities with respect to special purpose
acquisition companies. The services provided by Cantor to Aurel in support of such SPAC Investment Banking Activities would include referral of clients,
structuring advice, financial advisory services, referral of investors, deal execution services, and other advisory services in support of Aurel’s SPAC Investment
Banking Activities pursuant to its French investment services license. As compensation, Cantor would receive a revenue share of 80% of Aurel’s net revenue
attributable to SPAC Investment Banking Activities. The term of the revenue sharing agreement was for an initial period of 12 months, which automatically
renewed each year unless either party provided a notice of termination at least three months prior to the anniversary. Aurel was also authorized to serve as
bookrunner, underwriter or advisor in connection with French SPACs which are sponsored by Cantor at market rates for such services. On December 12, 2024,
Aurel and Cantor mutually terminated the revenue sharing agreement. For the years ended December 31, 2025, 2024 and 2023, Aurel had no revenues or fees
payable to Cantor attributable to SPAC Investment Banking Activities. Any revenue or fees payable to Cantor attributable to SPAC Investment Banking
Activities would be included as part of “Other revenues” and “Fees to related parties,” respectively, in the Company’s Consolidated Statements of Operations.
Transactions with Executive Officers and Directors
On October 3, 2025, Mr. Stephen Merkel, the Company’s Chairman and General Counsel, sold 16,511 shares of BGC Class A common stock to the
Company in a transaction exempt from the short-swing profits liability provisions of Section 16(b) of the Exchange Act, referred to here as an “exempt
transaction,” pursuant to Rule 16b-3 under the Exchange Act. The sale price per share of $9.21 was the closing price of a share of BGC Class A common stock
on October 3, 2025. The transaction was approved by the Audit Committee and was made pursuant to the Company’s Share Repurchase Authorization.
On July 30, 2025, the Company accelerated the vesting of 37,092 RSUs granted under the BGC Group Equity Plan to Mr. Jason W. Hauf, the
Company’s Chief Financial Officer, which each represented a contingent right to receive one share of BGC Class A common stock, delivered less 12,849 shares
withheld by the Company for taxes at $9.72 per share, in the amount of 24,243 net shares. Additionally, on July 30, 2025, the Company accelerated the vesting
of Mr. Hauf’s RSU Tax Account awards in the amount of $125,000. The acceleration of the vesting of the RSUs, the withholding of shares for taxes and the
acceleration of vesting of Mr. Hauf’s RSU Tax Account awards were approved by the Compensation Committee.
On June 10, 2025, Mr. Arthur U. Mbanefo, a member of the Company’s Board, sold 12,205 shares of BGC Class A common stock to the Company in
an exempt transaction made pursuant to Rule 16b-3 under the Exchange Act. The sale price per share of $9.75 was the closing price of a share of BGC Class A
common stock on June  10, 2025. The transaction was approved by the Audit Committee and was made pursuant to the Company’s Share Repurchase
Authorization.
On March 4, 2025, Dr. Linda A. Bell, a member of the Company’s Board, sold 12,727 shares of BGC Class A common stock to the Company in an
exempt transaction made pursuant to Rule 16b-3 under the Exchange Act. The sale price per share of $9.35 was the closing price of a share of BGC Class A
common stock on March  4, 2025. The transaction was approved by the Audit Committee and was made pursuant to the Company’s Share Repurchase
Authorization.
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On October 7, 2024, the Compensation Committee approved the redemption of 327,127 non-exchangeable Newmark Holdings LPUs and 30,285 non-
exchangeable Newmark Holdings PLPUs with a determination amount of $278,258, held by Mr. Sean Windeatt. In connection with this redemption, Mr. Sean
Windeatt received 271,362 shares of Newmark Class A common stock (239,428 Newmark Holdings LPUs multiplied by the then-current Exchange Ratio) and
a cash payment of $251,128 (27,332 Newmark Holdings PLPUs). The remaining 31,700 of Newmark Holdings LPUs and 2,953 Newmark Holdings PLPUs
with a determination amount of $27,130 were redeemed for zero in connection with Mr. Sean Windeatt’s LLP status.
On August 8, 2024, Mr. David P. Richards, a member of the Company’s Board, sold 13,063 shares of BGC Class A common stock to the Company in
an exempt transaction made pursuant to Rule 16b-3 under the Exchange Act. The sale price per share of $9.11 was the closing price of a share of BGC Class A
common stock on August 8, 2024. The transaction was approved by the Audit and Compensation Committees and was made pursuant to the Company’s Share
Repurchase Authorization.
On January 2, 2024, Mr. Stephen Merkel sold 136,891 shares of BGC Class A common stock to the Company in an exempt transaction made pursuant
to Rule 16b-3 under the Exchange Act. The sale price per share of $6.98 was the closing price of a share of BGC Class A common stock on January 2, 2024.
The transaction was approved by the Audit and Compensation Committees and was made pursuant to the Company’s Share Repurchase Authorization.
On September 21, 2023, Mr. Sean Windeatt sold 474,808 shares of BGC Class A common stock to the Company. The sale price per share of $5.29 was
the closing price of a share of BGC Class A common stock on September 21, 2023. The transaction was approved by the Audit Committee and the
Compensation Committee and was made pursuant to the Company’s Share Repurchase Authorization.
On July 10, 2023 the Company approved accelerating the vesting of 720,509 of the Company’s RSUs held by Mr. Sean Windeatt (calculated based
upon the closing price of the Company’s Class A common stock on July 10, 2023 which was $4.45) and the vesting of $780,333 of the RSU Tax Account held
by Mr. Sean Windeatt. Such RSUs and RSU Tax Account amount vested on July 12, 2023, and the total value of this transaction was approximately
$3,986,600.
On June 8, 2023, the Company repurchased all of Mr. Sean Windeatt’s 128,279 exchangeable BGC Holdings LPUs at a price of $4.79 per unit, which
was the closing price of a share of our Class A common stock on June 8, 2023. The Compensation Committee granted Mr. Sean Windeatt 128,279 non-
exchangeable BGC Holdings LPUs on April 1, 2021. Pursuant to the exchange rights schedule of the grant, on April 1, 2023, the 128,279 non-exchangeable
BGC Holdings LPUs became immediately exchangeable.
In connection with the Corporate Conversion, on June 2, 2023 Mr. Stephen Merkel sold 150,000 shares of Class A common stock to BGC Partners at
$4.21 per share, the closing price of a share of Class A common stock on June 2, 2023. The transaction was approved by the Audit and Compensation
Committees of the Board of BGC Partners and was made pursuant to BGC Partners’ stock buyback authorization.
In connection with the Corporate Conversion, on May 18, 2023, the BGC Partners Compensation Committee approved the redemption of all of the
non-exchangeable BGC Holdings units held by Mr. Stephen Merkel at that time. On May 18, 2023, Mr. Stephen Merkel’s 148,146 NPSU-CVs, 33,585 PSU-
CVs, and 74,896 PSUs were redeemed for zero and an aggregate of 256,627 shares of Class A common stock were granted to Mr. Stephen Merkel, and 148,146
NPPSU-CVs with a total determination amount of $681,250 and 33,585 PPSU-CVs with a total determination amount of $162,500 were redeemed for an
aggregate cash payment of $843,750. After deduction of shares of BGC Class A common stock to satisfy applicable tax withholding through the surrender of
shares of BGC Class A common stock valued at $4.61 per share, Mr. Stephen Merkel received 196,525 net shares of Class A common stock.
Since Mr. Howard Lutnick had previously repeatedly waived his rights under the Standing Policy, as of May 18, 2023 his rights had accumulated for
7,879,736 non-exchangeable PSUs, and 103,763 non-exchangeable PPSUs with a determination amount of $474,195. Due to the May 18, 2023 monetization of
all of Mr. Stephen Merkel’s then-remaining non-exchangeable BGC Holdings units, on such date Mr. Howard Lutnick received additional incremental
monetization rights for his then-remaining 3,452,991 non-exchangeable PSUs, and 1,348,042 non-exchangeable PPSUs with a determination amount of
$6,175,805.
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In connection with the Corporate Conversion and as a result of the monetization event for Mr. Stephen Merkel, on May 18, 2023 Mr. Howard Lutnick
elected to exercise in full his monetization rights under the Standing Policy, which he had previously waived in prior years. All of the non-exchangeable BGC
Holdings units that Mr. Howard Lutnick held at that time were monetized as follows: 11,332,727 PSUs were redeemed for zero and 11,332,727 shares of Class
A common stock were granted to Mr. Howard Lutnick, and 1,451,805 PPSUs with an aggregate determination amount of $6,650,000 were redeemed for an
aggregate cash payment of $6,650,000. After deduction of applicable tax withholding through the surrender of shares of BGC Class A common stock valued at
$4.61 per share, Mr. Howard Lutnick received 5,710,534 net shares of Class A common stock.
On May 18, 2023, Mr. Howard Lutnick also exchanged his then-remaining 520,380 exchangeable PSUs for 520,380 shares of Class A common stock.
After deduction of applicable tax withholding through the surrender of shares of Class A common stock valued at $4.61 per share, Mr. Lutnick received
232,610 net shares of Class A common stock. In addition, on May 18, 2023, Mr. Lutnick’s then-remaining 1,474,930 non-exchangeable HDUs were redeemed
for a cash capital account payment of $9,148,000, $2.1 million of which was paid by BGC Partners with the remainder paid by Newmark. As a result of the
various transactions on May 18, 2023 described above, on May 18, 2023, Mr. Lutnick no longer held any limited partnership units of BGC Holdings.
On April 18, 2023, Dr. Linda Bell, a member of our Board, sold 21,786 shares of Class A common stock to the Company. The sale price per share of
$4.59 was the closing price of a share of Class A common stock on April 18, 2023. The transaction was approved by the Audit Committee and the
Compensation Committee of the Board and was made pursuant to the Company’s stock buyback authorization.
Transactions with Other Related Parties
Mr. Howard Lutnick’s Divestiture
On May 16, 2025, Mr. Howard Lutnick, the U.S. Secretary of Commerce and the Company’s former Chief Executive Officer and former Chairman of
the Board, agreed to sell to the Company 16,452,850 shares of BGC Class A common stock beneficially owned by him, including (i) 5,616,612 shares held
directly by Mr. Howard Lutnick, (ii) 10,489,582 shares held in his personal asset trust, (iii) 8,908 shares held by the Howard Lutnick Family Trust, and (iv)
337,748 shares originating from retirement accounts, including certain shares held by Mr. Howard Lutnick’s spouse. The closing of the sale of the 16,115,102
shares held by him and the trusts occurred on May 19, 2025, and the closing of the sale of 337,748 shares held in retirement accounts occurred on October 6,
2025, immediately after the closing of the sale of the voting shares of CFGM by Mr. Howard Lutnick described below. The price per share for the sales of the
Lutnicks’ BGC Class A common stock sold to the Company was $9.2082, but the aggregate purchase price of the shares held in retirement accounts was
reduced by $0.04 per share for any dividends on such shares of BGC Class A common stock paid to Mr. Howard Lutnick and his spouse, in each case, between
May 16, 2025 and October 6, 2025, as well as the after-tax portion of any declared but unpaid dividends on such shares of BGC Class A common stock with a
record date prior to October 6, 2025 that were payable.
On October 6, 2025, Mr. Howard Lutnick, the U.S. Secretary of Commerce and the Company’s former Chief Executive Officer and former Chairman
of the Company’s Board, completed his divestiture of his holdings in the Company in connection with his appointment as the U.S. Secretary of Commerce. Mr.
Howard Lutnick no longer has any voting or dispositive power over any of the securities of the Company.
On October 6, 2025, the following transactions closed in connection with the previously announced divestiture:
•
The purchase by the Purchaser Trusts from Mr. Howard Lutnick, in his capacity as trustee of a trust, of all of the voting shares of CFGM, which is the
managing general partner of Cantor, for an aggregate purchase price of $200,000, using cash on hand at the Purchaser Trusts.
•
The purchase by Cantor of 8,973,721 shares of BGC Class B common stock held directly by Mr. Howard Lutnick for a price per share of $9.2082, less
$0.032 per share for the after-tax portion of paid and payable dividends to him, using cash on hand at Cantor, which represents all of the shares of
BGC Class B common stock that had been held by him.
•
The purchase by certain other trusts controlled by Mr. Brandon Lutnick from Mr. Howard Lutnick, in his capacity as trustee of certain trusts, of certain
interests, including all outstanding equity interests in Tangible Benefits, LLC, a Delaware limited liability company, and KBCR Management Partners,
LLC, a Delaware limited liability company, that each hold shares of the Company, for an aggregate purchase price of $13,096,795.70, using cash on
hand at the purchasing trusts.
•
The repurchase described above by the Company of the 337,765 shares of BGC Class A common stock beneficially owned by Mr. Howard Lutnick
and originating from retirement accounts, including certain shares held by his spouse.
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Each of the repurchases was made pursuant to the Company’s existing Share Repurchase Authorization approved by the Board and by the Audit
Committee in October 2024, and the repurchase of these shares pursuant to such existing authorization was expressly approved by the Audit Committee in
connection therewith.
Transactions with the Relief Fund
During the year ended December 31, 2015, the Company committed to make charitable contributions to the Cantor Fitzgerald Relief Fund in the
amount of $40.0 million, which was included in “Other expenses” in the Company’s Consolidated Statements of Operations for the year ended December 31,
2015 and “Accounts payable, accrued and other liabilities” in the Company’s Consolidated Statements of Financial Condition. The Company had fully paid the
$40.0 million commitment by the third quarter of 2022.
As of December 31, 2025 and 2024, the Company had an additional liability to the Cantor Fitzgerald Relief Fund and The Cantor Foundation (UK)
for $17.3 million and $13.2 million, respectively, which included $11.5 million and $9.5 million of additional expense taken in September 2025 and 2024,
respectively, above the original $40.0 million commitment.
Cantor Referral Fee
On October 30, 2024, the Audit Committee approved the receipt of a referral fee of $1.5 million paid to the Company by an affiliate of Cantor in
connection with the introduction by certain of the Company’s brokers of a Cantor client to a Cantor affiliate. Additionally, the Audit Committee approved
attributing the entire referral fee to the individual brokers in the form of an award of the Company’s RSUs.
Other Transactions
In December 2025, the Company agreed to pay Cantor $0.9 million in connection with a rent rebate related to Cantor’s exit from a shared office lease.
The Company periodically acts as an intermediary to administer payments on behalf of related parties.
14.    Investments
Equity Method Investments and Investments Carried Under the Measurement Alternative
(dollar amounts in thousands)
Percent Ownership
December 31, 2025
December 31, 2024
Advanced Markets Holdings
25%
$
2,978 
$
3,772 
China Credit BGC Money Broking Company Limited
33%
23,031 
23,242 
Freedom International Brokerage
45%
9,683 
9,637 
Other
1,042 
2,424 
Equity method investments
$
36,734 
$
39,075 
Investments carried under measurement alternative
1,031 
192 
Total equity method and investments carried under measurement alternative
$
37,765 
$
39,267 
_______________________________________
Represents the Company’s voting interest in the equity method investment as of December 31, 2025 and 2024.
The carrying value of the Company’s equity method investments was $36.7 million and $39.1 million as of December  31, 2025 and 2024,
respectively, and is included in “Investments” in the Company’s Consolidated Statements of Financial Condition.
The Company recognized gains of $8.3 million, $8.4 million and $9.2 million related to its equity method investments for the years ended
December 31, 2025, 2024 and 2023, respectively. The Company’s share of the net gains or losses is reflected in “Gains (losses) on equity method investments”
in the Company’s Consolidated Statements of Operations.
For the years ended December 31, 2025, 2024 and 2023, the Company did not recognize impairment charges of existing equity method investments.
During the years ended December 31, 2025, 2024 and 2023, the Company did not sell any equity method investments.
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Summarized financial information for the Company’s equity method investments is as follows (in thousands):
Year Ended December 31,
2025
2024
2023
Statements of operations:
Total revenues
$
118,462 
$
134,232 
$
111,242 
Total expenses
87,244 
89,127 
84,216 
Income before income taxes
$
31,218 
$
45,105 
$
27,026 
December 31,
2025
2024
Statements of financial condition:
Cash and cash equivalents
$
77,885 
$
73,519 
Fixed assets, net
2,231 
2,168 
Other assets
58,333 
59,068 
Total assets
$
138,449 
$
134,755 
Other liabilities
79,794 
71,222 
Total partners’ capital
58,655 
63,533 
Total liabilities and partners’ capital
$
138,449 
$
134,755 
See Note 13—“Related Party Transactions” for information regarding related party transactions with unconsolidated entities included in the
Company’s Consolidated Financial Statements.
Investments Carried Under Measurement Alternative
The Company has acquired equity investments for which it did not have the ability to exert significant influence over operating and financial policies
of the investees. These investments are accounted for using the measurement alternative in accordance with the guidance on recognition and measurement.
The carrying value of these investments as of December 31, 2025 and 2024 was $1.0 million and $0.2 million, respectively, and they are included in
“Investments” in the Company’s Consolidated Statements of Financial Condition. For the year ended December 31, 2025, the Company recorded impairment
charges of $2.5 million, relating to an existing investment carried under the measurement alternative. The impairment was recorded in “Other income (loss)” in
the Company’s consolidated statements of operations. The Company did not recognize any gains, losses, or impairments relating to investments carried under
the measurement alternative for the years ended December 31, 2024 and 2023.
In addition, as of December  31, 2025 and 2024, the Company owned equity interests, which are included in “Other assets” in the Company’s
Consolidated Statements of Financial Condition. These equity investments are accounted for using the measurement alternative in accordance with the
guidance on recognition and measurement. These investments, which do not have a readily determinable fair value, are initially recognized at cost and
remeasured through earnings when there is an observable transaction involving the same or similar investment of the same issuer, or due to an impairment. The
Company recorded $7.8 million of unrealized gains, $37.2 million of unrealized gains, and $1.9 million of unrealized gains to reflect observable transactions
for these shares during the years ended December 31, 2025, 2024, and 2023, respectively. The unrealized gains and losses are reflected in “Other income
(loss)” in the Company’s Consolidated Statements of Operations.
Investments in VIEs
Unconsolidated VIE
One of the Company’s equity method investments is considered a VIE, as defined under the accounting guidance for consolidation. The Company is
not considered the primary beneficiary of and therefore does not consolidate the VIE. The Company’s involvement with the VIE is in the form of direct equity
interest. The Company’s maximum exposure to loss with respect to the VIE is its investment.
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The following table sets forth the Company’s investment in its unconsolidated VIE and the maximum exposure to loss (in thousands):
December 31, 2025
December 31, 2024
Investment
Maximum
Exposure to Loss
Investment
Maximum
Exposure to Loss
Variable interest entity
$
1,041 
$
1,041 
$
674 
$
674 
Consolidated VIE
The Company also invested in a limited liability company that is focused on developing a proprietary trading technology. The limited liability
company is a VIE and it was determined that the Company is the primary beneficiary of this VIE because the Company was the provider of the majority of this
VIE’s start-up capital and has the power to direct the activities of this VIE that most significantly impact its economic performance, primarily through its
voting percentage and consent rights on the activities that would most significantly influence the entity. The consolidated VIE had total assets of $7.8 million
and $5.3 million as of December 31, 2025 and 2024, respectively, which primarily consisted of clearing margin. There were no material restrictions on the
consolidated VIE’s assets. The consolidated VIE had total liabilities of $1.7 million and $1.2 million as of December 31, 2025 and 2024, respectively. The
Company’s exposure to economic loss on this VIE was $2.1 million and $1.3 million as of December 31, 2025 and 2024, respectively.
15.    Fixed Assets, Net
Fixed assets, net consisted of the following (in thousands):
December 31, 2025
December 31, 2024
Computer and communications equipment
$
126,476 
$
112,463 
Software, including software development costs
416,516 
401,040 
Leasehold improvements and other fixed assets
125,225 
108,303 
668,217 
621,806 
Less: accumulated depreciation and amortization
(486,137)
(431,794)
Fixed assets, net
$
182,080 
$
190,012 
Depreciation expense was $24.1 million, $21.9 million and $21.0 million for the years ended December  31, 2025, 2024 and 2023, respectively.
Depreciation is included as part of “Occupancy and equipment” in the Company’s Consolidated Statements of Operations.
The Company has approximately $6.0 million and $4.6 million of asset retirement obligations related to certain of its leasehold improvements as of
December 31, 2025 and 2024, respectively. The associated asset retirement cost is capitalized as part of the carrying amount of the long-lived asset. The
liability is discounted and accretion expense is recognized using the credit adjusted risk-free interest rate in effect when the liability was initially recognized.
For the years ended December  31, 2025, 2024 and 2023 software development costs totaling $44.5 million, $42.4 million, and $45.0 million,
respectively, were capitalized. Amortization of software development costs totaled $43.7 million, $40.1 million and $43.3 million for the years ended
December  31, 2025, 2024 and 2023, respectively. Amortization of software development costs is included as part of “Occupancy and equipment” in the
Company’s Consolidated Statements of Operations.
Impairment charges of $2.8 million, $0.7 million and $3.1 million were recorded for the years ended December 31, 2025, 2024 and 2023, respectively,
related to the evaluation of capitalized software projects for future benefit and for fixed assets no longer in service. Impairment charges related to capitalized
software and fixed assets are reflected in “Occupancy and equipment” in the Company’s Consolidated Statements of Operations.
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16.    Goodwill and Other Intangible Assets, Net
The changes in the carrying amount of goodwill for the years ended December 31, 2025 and 2024 were as follows (in thousands):
Goodwill
Balance at December 31, 2023
$
506,344 
Acquisitions
35,466 
Measurement period adjustments
707 
Cumulative translation adjustment
(2,227)
Balance at December 31, 2024
$
540,290 
Acquisitions
94,271 
Disposal of business
(5,891)
Measurement period adjustments
18,697 
Cumulative translation adjustment
1,249 
Balance at December 31, 2025
$
648,616 
For additional information on Goodwill, see Note 4—“Acquisitions.”
The Company completed its annual goodwill impairment testing during the fourth quarters of 2025 and 2024 which did not result in any goodwill
impairment. See Note 3—“Summary of Significant Accounting Policies” for more information.
Other intangible assets consisted of the following (in thousands, except weighted-average remaining life):
December 31, 2025
Gross Amount
Accumulated
Amortization
Net Carrying Amount
Weighted- Average
Remaining Life (Years)
Definite life intangible assets:
Customer-related
$
399,885 
$
140,218 
$
259,667 
11.3
Technology
86,097 
28,655 
57,442 
9.3
Noncompete agreements
21,816 
21,507 
309 
1.4
Patents
13,160 
11,607 
1,553 
2.6
All other
32,938 
6,657 
26,281 
10.7
Total definite life intangible assets
553,896 
208,644 
345,252 
Indefinite life intangible assets:
Trade names
79,570 
— 
79,570 
N/A
Licenses
2,674 
— 
2,674 
N/A
Domain name
454 
— 
454 
N/A
Total indefinite life intangible assets
82,698 
— 
82,698 
Total
$
636,594 
$
208,644 
$
427,950 
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December 31, 2024
Gross Amount
Accumulated
Amortization
Net Carrying Amount
Weighted- Average
Remaining Life (Years)
Definite life intangible assets:
Customer-related
$
256,374 
$
113,590 
$
142,784 
10.8
Technology
23,997 
23,997 
— 
N/A
Noncompete agreements
21,815 
20,621 
1,194 
1.5
Patents
12,577 
11,102 
1,475 
2.7
All other
19,937 
6,711 
13,226 
12.1
Total definite life intangible assets
334,700 
176,021 
158,679 
Indefinite life intangible assets:
Trade names
79,570 
— 
79,570 
N/A
Licenses
2,207 
— 
2,207 
N/A
Domain name
454 
— 
454 
N/A
Total indefinite life intangible assets
82,231 
— 
82,231 
Total
$
416,931 
$
176,021 
$
240,910 
Intangible amortization expense was $35.5 million, $19.6 million and $16.0 million for the years ended December  31, 2025, 2024 and 2023,
respectively. Intangible amortization is included as part of “Other expenses” in the Company’s Consolidated Statements of Operations.
The Company completed its annual intangible impairment testing during the fourth quarter of 2025. There were no impairment charges recognized as
a result of this annual impairment testing for the Company’s definite and indefinite life intangibles for the years ended December 31, 2025, 2024 and 2023. See
Note 3—“Summary of Significant Accounting Policies” for more information.
The estimated future amortization expense of definite life intangible assets as of December 31, 2025 is as follows (in millions):
2026
$
39.0 
2027
34.7 
2028
33.9 
2029
30.2 
2030
30.0 
2031 and thereafter
177.5 
Total
$
345.3 
17.    Notes Payable and Other Borrowings
Notes payable and other borrowings consisted of the following (in thousands):
December 31, 2025
December 31, 2024
Unsecured senior revolving credit agreement
$
237,686 
$
195,831 
BGC Group 4.375% Senior Notes due December 15, 2025
— 
287,462 
BGC Partners 4.375% Senior Notes due December 15, 2025
— 
11,824 
BGC Group 8.000% Senior Notes due May 25, 2028
345,387 
344,620 
BGC Partners 8.000% Senior Notes due May 25, 2028
2,262 
2,257 
BGC Group 6.600% Senior Notes due June 10, 2029
496,548 
495,546 
BGC Group 6.150% Senior Notes due April 2, 2030
693,822 
— 
Total Notes payable and other borrowings
$
1,775,705 
$
1,337,540 
______________________________________
The Company was in compliance with all debt covenants, as applicable, as of December 31, 2025 and 2024.
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Presented net of deferred financing costs, which are recorded in the Company’s Consolidated Statements of Financial Condition as a direct reduction of the Notes
payable and other borrowings. As of December 31, 2025 and 2024, total deferred financing costs were $13.8 million and $12.0 million, respectively.
Exchange Offer
On October 6, 2023, BGC Group completed the Exchange Offer, in which BGC Group offered to exchange the BGC Partners Notes for new notes to
be issued by BGC Group with the same respective interest rates, maturity dates and substantially identical terms as the tendered notes, and cash. In connection
with the Exchange Offer, and on behalf of BGC Partners, BGC Group also solicited consents from (i) holders of the BGC Partners Notes to certain proposed
amendments to the indenture and supplemental indentures pursuant to which such BGC Partners Notes were issued to, among other things, eliminate certain
affirmative and restrictive covenants and events of default, including the “Change of Control” provisions described below, which had applied to each series of
the BGC Partners Notes, and (ii) holders of the BGC Partners 8.000% Senior Notes to amend the registration rights agreement relating thereto to terminate
such agreement. As of September 19, 2023, the requisite note holder consents were received to adopt the proposed indenture amendments and terminate the
registration rights agreement relating to the BGC Partners 8.000% Senior Notes. In connection with the October 6, 2023 closing of the Exchange Offer, (i)
$255.5 million aggregate principal amount of BGC Partners 3.750% Senior Notes were exchanged for BGC Group 3.750% Senior Notes and subsequently
cancelled, $288.2  million aggregate principal amount of BGC Partners 4.375% Senior Notes were exchanged for BGC Group 4.375% Senior Notes and
subsequently cancelled, $347.2 million aggregate principal amount of BGC Partners 8.000% Senior Notes were exchanged for BGC Group 8.000% Senior
Notes and subsequently cancelled, and equivalent aggregate principal amounts of BGC Group 3.750% Senior Notes, BGC Group 4.375% Senior Notes and
BGC Group 8.000% Senior Notes, respectively, were issued; (ii) the indenture and supplemental indentures relating to the BGC Partners 3.750% Senior Notes,
the BGC Partners 4.375% Senior Notes and the BGC Partners 8.000% Senior Notes were amended as proposed; and (iii) the registration rights agreement
relating to the BGC Partners 8.000% Senior Notes was terminated. Issuance costs related to the Exchange Offer of $0.9 million are amortized as interest
expense and the carrying value of both the BGC Group 3.750% Senior Notes and the BGC Group 4.375% Senior Notes accreted, and the carrying value of the
BGC Group 8.000% Senior Notes will accrete, up to the face amount over the term of the notes.
Unsecured Senior Revolving Credit Agreement
On November 28, 2018, BGC Partners entered into the Revolving Credit Agreement with Bank of America, N.A., as administrative agent, and a
syndicate of lenders, which replaced the previously existing committed unsecured senior revolving credit agreement. The maturity date of the Revolving Credit
Agreement was November 28, 2020, and the maximum revolving loan balance was $350.0 million. Borrowings under this Revolving Credit Agreement bore
interest at either LIBOR or a defined base rate plus additional margin. On December 11, 2019, BGC Partners entered into an amendment to the Revolving
Credit Agreement. Pursuant to the amendment, the maturity date was extended to February 26, 2021. On February 26, 2020, BGC Partners entered into a
second amendment to the Revolving Credit Agreement, pursuant to which, the maturity date was extended by two years to February 26, 2023. There was no
change to the interest rate or the maximum revolving loan balance. On March 10, 2022, BGC Partners entered into an amendment and restatement of the senior
unsecured revolving credit agreement, pursuant to which the maturity date was extended to March 10, 2025, the size of the credit facility was increased to
$375.0 million, and borrowings under this agreement bear interest based on either SOFR or a defined base rate plus additional margin. On October 6, 2023, the
Revolving Credit Agreement was amended to exclude the BGC Partners Notes from the restrictive covenant in the Revolving Credit Agreement limiting the
indebtedness of subsidiaries, and BGC Group assumed all of the rights and obligations of BGC Partners under the Revolving Credit Agreement and has
become the borrower thereunder. 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 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 substantially
unchanged.
As of December 31, 2025, there were $237.6 million borrowings outstanding, net of deferred financing costs of $2.4 million under the Revolving
Credit Agreement. As of December 31, 2024, there were $195.8 million of borrowings outstanding, net of deferred financing costs of $4.2 million under the
Revolving Credit Agreement. The average interest rate on the outstanding borrowings for the years ended December 31, 2025 and 2024 was 6.09% and 6.99%,
respectively. BGC Group recorded $10.2 million, $12.2 million and $4.4 million of interest expense related to the Revolving Credit Agreement for the years
ended December 31, 2025, 2024 and 2023, respectively.
BGC Partners did not record any interest expense related to the Revolving Credit Agreement for both the years ended December 31, 2025 and 2024.
BGC Partners recorded $6.9 million of interest expense related to the Revolving Credit Agreement for the year ended December 31, 2023.
2
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Senior Notes
The BGC Group Notes and BGC Partners Notes are recorded at amortized cost. The carrying amounts and estimated fair values of the BGC Group
Notes and BGC Partners Notes were as follows (in thousands):
December 31, 2025
December 31, 2024
Carrying Amount
Fair Value
Carrying Amount
Fair Value
BGC Group 4.375% Senior Notes due December 15, 2025
$
— 
$
— 
$
287,462 
$
285,556 
BGC Partners 4.375% Senior Notes due December 15, 2025
— 
— 
11,824 
11,740 
BGC Group 8.000% Senior Notes due May 25, 2028
345,387 
371,490 
344,620 
369,065 
BGC Partners 8.000% Senior Notes due May 25, 2028
2,262 
2,432 
2,257 
2,416 
BGC Group 6.600% Senior Notes due June 10, 2029
496,548 
522,825 
495,546 
513,366 
BGC Group 6.150% Senior Notes due April 2, 2030
693,822 
726,721 
— 
— 
Total
$
1,538,019 
$
1,623,468 
$
1,141,709 
$
1,182,143 
The fair values of the BGC Group Notes and BGC Partners Notes were determined using observable market prices as these securities are traded, and
based on whether they are deemed to be actively traded, the BGC Group 4.375% Senior Notes, the BGC Partners 4.375% Senior Notes, the BGC Group
8.000% Senior Notes, the BGC Partners 8.000% Senior Notes, the BGC Group 6.600% Senior Notes and the BGC Group 6.150% Senior Notes are considered
Level 2 within the fair value hierarchy.
5.375% Senior Notes
On July 24, 2018, BGC Partners issued an aggregate of $450.0 million principal amount of BGC Partners 5.375% Senior Notes. The BGC Partners
5.375% Senior Notes were general senior unsecured obligations of BGC Partners. The BGC Partners 5.375% Senior Notes bore interest at a rate of 5.375% per
year, payable in cash on January 24 and July 24 of each year, commencing January 24, 2019. The BGC Partners 5.375% Senior Notes matured on July 24,
2023. Prior to maturity, BGC Partners was able to redeem some or all of the BGC Partners 5.375% Senior Notes at any time or from time to time for cash at
certain “make-whole” redemption prices (as set forth in the supplemental indenture related to the BGC Partners 5.375% Senior Notes). If a “Change of Control
Triggering Event” (as defined in the supplemental indenture governing the BGC Partners 5.375% Senior Notes) occurred, holders could have required BGC
Partners to purchase all or a portion of their notes for cash at a price equal to 101% of the principal amount of the notes to be purchased plus any accrued and
unpaid interest to, but excluding, the purchase date. The initial carrying value of the BGC Partners 5.375% Senior Notes was $444.2 million, net of discount
and debt issuance costs of $5.8 million. The issuance costs were amortized as interest expense and the carrying value of the BGC Partners 5.375% Senior Notes
accreted up to the face amount over the term of the notes. On July 24, 2023, BGC Partners repaid the principal plus accrued interest on the BGC Partners
5.375% Senior Notes. BGC Partners recorded interest expense related to the BGC Partners 5.375% Senior Notes of $14.5 million for the year ended
December 31, 2023.
3.750% Senior Notes
On September 27, 2019, BGC Partners issued an aggregate of $300.0 million principal amount of BGC Partners 3.750% Senior Notes. The BGC
Partners 3.750% Senior Notes were general unsecured obligations of BGC Partners. The BGC Partners 3.750% Senior Notes bore interest at a rate of 3.750%
per year, payable in cash on April 1 and October 1 of each year, commencing April 1, 2020. The BGC Partners 3.750% Senior Notes matured on October 1,
2024. BGC Partners was able to redeem some or all of the BGC Partners 3.750% Senior Notes at any time or from time to time for cash at certain “make-
whole” redemption prices (as set forth in the supplemental indenture governing the BGC Partners 3.750% Senior Notes). The initial carrying value of the BGC
Partners 3.750% Senior Notes was $296.1 million, net of discount and debt issuance costs of $3.9 million. The issuance costs were amortized as interest
expense and the carrying value of the BGC Partners 3.750% Senior Notes accreted up to the face amount over the term of the notes.
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As discussed above, on October 6, 2023, pursuant to the Exchange Offer, $255.5 million aggregate principal amount of BGC Partners 3.750% Senior
Notes were exchanged for BGC Group 3.750% Senior Notes and subsequently cancelled, and certain amendments to the indenture and supplemental indenture
governing the BGC Partners 3.750% Senior Notes became effective. The BGC Group 3.750% Senior Notes matured on October 1, 2024 and bore interest at a
rate of 3.750% per year, payable in cash on April 1 and October 1 of each year, commencing April 1, 2024. BGC Group was able to redeem some or all of the
BGC Group 3.750% Senior Notes at any time or from time to time for cash at certain “make-whole” redemption prices (as set forth in the supplemental
indenture related to the BGC Group 3.750% Senior Notes). If a “Change of Control Triggering Event” (as defined in the supplemental indenture related to the
BGC Group 3.750% Senior Notes) occurred, holders could have required BGC Group to purchase all or a portion of their notes for cash at a price equal to
101% of the principal amount of the notes to be purchased plus any accrued and unpaid interest to, but excluding, the purchase date.
Following the closing of the Exchange Offer, $44.5 million aggregate principal amount of BGC Partners 3.750% Senior Notes remained outstanding.
On October 1, 2024, BGC Group repaid the principal plus accrued interest on the BGC Group 3.750% Senior Notes. BGC Group did not record
interest expense related to the BGC Group 3.750% Senior Notes for the year ended December 31, 2025. BGC Group recorded interest expense related to the
BGC Group 3.750% Senior Notes of $7.9 million and $2.6 million for the years ended December 31, 2024 and 2023, respectively. On October 1, 2024, BGC
Partners repaid the principal plus accrued interest on the BGC Partners 3.750% Senior Notes. BGC Partners did not record interest expense related to the BGC
Partners 3.750% Senior Notes for the year ended December 31, 2025. BGC Partners recorded interest expense related to the BGC Partners 3.750% Senior
Notes of $1.3 million and $9.5 million for the years ended December 31, 2024 and 2023, respectively.
4.375% Senior Notes
On July 10, 2020, BGC Partners issued an aggregate of $300.0 million principal amount of BGC Partners 4.375% Senior Notes. The BGC Partners
4.375% Senior Notes were general unsecured obligations of BGC Partners. The BGC Partners 4.375% Senior Notes bore interest at a rate of 4.375% per
year, payable in cash on June 15 and December 15 of each year, commencing December 15, 2020. The BGC Partners 4.375% Senior Notes matured on
December 15, 2025. BGC Partners was able to redeem some or all of the BGC Partners 4.375% Senior Notes at any time or from time to time for cash at
certain “make-whole” redemption prices (as set forth in the supplemental indenture governing the BGC Partners 4.375% Senior Notes). The initial carrying
value of the BGC Partners 4.375% Senior Notes was $296.8 million, net of discount and debt issuance costs of $3.2 million. The issuance costs were amortized
as interest expense and the carrying value of the BGC Partners 4.375% Senior Notes accreted up to the face amount over the term of the notes.
As discussed above, on October 6, 2023, pursuant to the Exchange Offer, $288.2 million aggregate principal amount of BGC Partners 4.375% Senior
Notes were exchanged for BGC Group 4.375% Senior Notes and subsequently cancelled, and certain amendments to the indenture and supplemental indenture
governing the BGC Partners 4.375% Senior Notes became effective. The BGC Group 4.375% Senior Notes matured on December 15, 2025 and bore interest at
a rate of 4.375% per year, payable in cash on June 15 and December 15 of each year, commencing December 15, 2023. BGC Group was able to redeem some
or all of the BGC Group 4.375% Senior Notes at any time or from time to time for cash at certain “make-whole” redemption prices (as set forth in the
supplemental indenture related to the BGC Group 4.375% Senior Notes). If a “Change of Control Triggering Event” (as defined in the supplemental indenture
related to the BGC Group 4.375% Senior Notes) occurred, holders could have required BGC Group to purchase all or a portion of their notes for cash at a price
equal to 101% of the principal amount of the notes to be purchased plus any accrued and unpaid interest to, but excluding, the purchase date.
Following the closing of the Exchange Offer, $11.8 million aggregate principal amount of BGC Partners 4.375% Senior Notes remained outstanding.
Cantor participated in the Exchange Offer, and held $14.5 million aggregate principal amount of BGC Group 4.375% Senior Notes upon maturity.
On December 15, 2025, BGC Group repaid the principal plus accrued interest on the BGC Group 4.375% Senior Notes. BGC Group recorded interest
expense related to the BGC Group 4.375% Senior Notes of $12.8 million, $13.3 million and $3.3 million for the years ended December 31, 2025, 2024 and
2023, respectively. On December 15, 2025, BGC Partners repaid the principal plus accrued interest on the BGC Partners 4.375% Senior Notes. BGC Partners
recorded interest expense related to the BGC Partners 4.375% Senior Notes of $0.5 million, $0.5 million and $10.5 million for the years ended December 31,
2025, 2024 and 2023, respectively.
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8.000% Senior Notes
On May 25, 2023, BGC Partners issued an aggregate of $350.0 million principal amount of BGC Partners 8.000% Senior Notes. The BGC Partners
8.000% Senior Notes are general unsecured obligations of BGC Partners. The BGC Partners 8.000% Senior Notes bear interest at a rate of 8.000% per year,
payable in cash on May 25 and November 25 of each year, commencing November 25, 2023. The BGC Partners 8.000% Senior Notes will mature on May 25,
2028. BGC Partners may redeem some or all of the BGC Partners 8.000% Senior Notes at any time or from time to time for cash at certain “make-whole”
redemption prices (as set forth in the supplemental indenture governing the BGC Partners 8.000% Senior Notes). The initial carrying value of the BGC
Partners 8.000% Senior Notes was $346.6 million, net of discount and debt issuance costs of $3.4 million. The issuance costs are amortized as interest expense
and the carrying value of the BGC Partners 8.000% Senior Notes will accrete up to the face amount over the term of the notes. 
On October 6, 2023, pursuant to the Exchange Offer, $347.2  million aggregate principal amount of BGC Partners 8.000% Senior Notes were
exchanged for BGC Group 8.000% Senior Notes and subsequently cancelled, and certain amendments to the indenture and supplemental indenture governing
the BGC Partners 8.000% Senior Notes became effective. The BGC Group 8.000% Senior Notes will mature on May 25, 2028 and bear interest at a rate of
8.000% per year, payable in cash on May 25 and November 25 of each year, commencing November 25, 2023. BGC Group may redeem some or all of the
BGC Group 8.000% Senior Notes at any time or from time to time for cash at certain “make-whole” redemption prices (as set forth in the supplemental
indenture related to the BGC Group 8.000% Senior Notes). If a “Change of Control Triggering Event” (as defined in the supplemental indenture related to the
BGC Group 8.000% Senior Notes) occurs, holders may require BGC Group to purchase all or a portion of their notes for cash at a price equal to 101% of the
principal amount of the notes to be purchased plus any accrued and unpaid interest to, but excluding, the purchase date.
Following closing of the Exchange Offer, $2.8 million aggregate principal amount of the BGC Partners 8.000% Senior Notes remained outstanding. In
connection with the issuance of the BGC Partners 8.000% Senior Notes, BGC Partners entered into a registration rights agreement providing for a future
registered exchange offer by May 25, 2024 in which holders of the BGC Partners 8.000% Senior Notes, issued in a private placement on May 25, 2023, could
exchange such notes for new registered notes with substantially identical terms. Such registration rights agreement was terminated in connection with the
closing of the Exchange Offer.
The carrying value of the BGC Group 8.000% Senior Notes was $345.4 million as of December 31, 2025. BGC Group recorded interest expense
related to the BGC Group 8.000% Senior Notes of $28.5 million, $28.5 million and $7.1 million for the years ended December 31, 2025, 2024 and 2023,
respectively.
On August 21, 2024, the Company repurchased $0.5 million of outstanding aggregate principal amount, plus accrued interest, of BGC Partners
8.000% Senior Notes for $0.5 million. The carrying value of the BGC Partners 8.000% Senior Notes was $2.3 million as of December 31, 2025. BGC Partners
recorded interest expense related to the BGC Partners 8.000% Senior Notes of $0.2 million, $0.2 million and $10.0 million for the years ended December 31,
2025, 2024 and 2023, respectively.
6.600% Senior Notes
On June 10, 2024, the Company issued an aggregate of $500.0 million principal amount of BGC Group 6.600% Senior Notes. The BGC Group
6.600% Senior Notes are general unsecured obligations of BGC Group. The BGC Group 6.600% Senior Notes bear interest at a rate of 6.600% per year,
payable in cash on June 10 and December 10 of each year, commencing December 10, 2024. The BGC Group 6.600% Senior Notes will mature on June 10,
2029. The Company may redeem some or all of the BGC Group 6.600% Senior Notes at any time or from time to time for cash at certain “make-whole”
redemption prices (as set forth in the supplemental indenture governing the BGC Group 6.600% Senior Notes). If a “Change of Control Triggering Event” (as
defined in the supplemental indenture related to the BGC Group 6.600% Senior Notes) occurs, holders may require BGC Group to purchase all or a portion of
their notes for cash at a price equal to 101% of the principal amount of the notes to be purchased plus any accrued and unpaid interest to, but excluding, the
purchase date. The initial carrying value of the BGC Group 6.600% Senior Notes was $495.0 million, net of discount and debt issuance costs of $5.0 million.
The issuance costs are amortized as interest expense and the carrying value of the BGC Group 6.600% Senior Notes will accrete up to the face amount over the
term of the notes.
The carrying value of the BGC Group 6.600% Senior Notes was $496.5 million as of December 31, 2025. BGC Group recorded interest expense
related to the BGC Group 6.600% Senior Notes of $34.0 million and $18.9 million for the years ended December 31, 2025 and 2024, respectively.
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6.150% Senior Notes
On April 2, 2025, the Company issued an aggregate of $700.0 million principal amount of BGC Group 6.150% Senior Notes. The BGC Group
6.150% Senior Notes are general unsecured obligations of BGC Group. The BGC Group 6.150% Senior Notes bear interest at a rate of 6.150% per year,
payable in cash on April 2 and October 2 of each year, commencing October 2, 2025. The BGC Group 6.150% Senior Notes will mature on April 2, 2030. The
Company may redeem some or all of the BGC Group 6.150% Senior Notes at any time or from time to time for cash at certain “make-whole” redemption
prices (as set forth in the supplemental indenture governing the BGC Group 6.150% Senior Notes). If a “Change of Control Triggering Event” (as defined in
the supplemental indenture related to the BGC Group 6.150% Senior Notes) occurs, holders may require BGC Group to purchase all or a portion of their notes
for cash at a price equal to 101% of the principal amount of the notes to be purchased plus any accrued and unpaid interest to, but excluding, the purchase date.
The initial carrying value of the BGC Group 6.150% Senior Notes was $692.7 million, net of discount and debt issuance costs of $7.3 million. The issuance
costs are amortized as interest expense and the carrying value of the BGC Group 6.150% Senior Notes will accrete up to the face amount over the term of the
notes.
The carrying value of the BGC Group 6.150% Senior Notes was $693.8 million as of December 31, 2025. BGC Group recorded interest expense
related to the BGC Group 6.150% Senior Notes of $33.2 million for the year ended December 31, 2025.
Collateralized Borrowings
On April 8, 2019, BGC Partners entered into a $15.0 million secured loan arrangement, under which it pledged certain fixed assets as security for a
loan. 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. 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. 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. BGC Partners recorded interest expense related to this secured loan arrangement of nil for the year ended December 31,
2023.
Short-Term Borrowings
On August 22, 2017, BGC Partners entered into a committed unsecured loan agreement with Itau Unibanco S.A. The agreement provided for short-
term loans of up to $4.0 million (BRL 20.0 million). Borrowings under this agreement bore interest at the Brazilian Interbank offering rate plus 3.20%. In 2021,
this agreement was paid in full and BGC Partners entered into a new committed unsecured loan agreement which provided for short-term loans of up to $1.6
million (BRL 10.0 million). During June 2023, the borrowings under this agreement were repaid in full, and the loan was terminated. As of both December 31,
2025 and 2024, there were no borrowings outstanding under the agreement. BGC Partners did not record any interest expense related to the agreement during
the years ended December  31, 2025 and 2024. BGC Partners recorded interest expense related to the agreement of $0.2 million for the year ended
December 31, 2023.
On August 23, 2017, BGC Partners entered into a committed unsecured credit agreement with Itau Unibanco S.A. The agreement provided for an
intra-day overdraft credit line up to $9.1 million (BRL 50.0 million). On August 20, 2021, the agreement was renegotiated, increasing the credit line to $10.9
million (BRL 60.0 million). On May 22, 2023, the agreement was renegotiated, increasing the credit line to $12.7 million (BRL 70.0 million). This agreement
is renewable every 90 days and the next maturity date is January 30, 2026. The agreement bears a fee of 1.32% per year. As of December 31, 2025 and 2024,
there were no borrowings outstanding under this agreement. BGC Partners recorded bank fees related to the agreement of $0.2 million, $0.2 million, and $0.2
million for each of the years ended December 31, 2025, 2024 and 2023, respectively.
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BGC Credit Agreement with Cantor
On November 12, 2025, the Company borrowed $20.0 million from Cantor under the BGC Credit Agreement. As of December  31, 2025, the
Company had $20.0 million outstanding under the BGC Credit Agreement. The Company recorded $0.2 million of interest expense related to the BGC Credit
Agreement during the year ended December 31, 2025. As of December 31, 2024, there were no borrowings by the Company outstanding under the BGC Credit
Agreement. On March 12, 2024, the Company borrowed $275.0 million from Cantor under the BGC Credit Agreement. On April 1, 2024, the outstanding
balance of $275.0 million was repaid in its entirety. The Company recorded $1.1 million of interest expense related to the BGC Credit Agreement for the year
ended December 31, 2024. The Company did not record any interest expense related to the BGC Credit Agreement during the year ended December 31, 2023.
See Note 13—“Related Party Transactions” for additional information related to these transactions.
Market-Making Registration Statements
On October 19, 2023, the Company 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, the BGC Group 4.375% Senior Notes and the BGC Group 8.000% Senior Notes in connection with ongoing market-making
transactions which could occur from time to time. Market-making transactions pursuant to this resale registration statement were terminated on November 8,
2024 in connection with the filing of a replacement market-making resale registration statement.
On November 8, 2024, the Company 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. Market-making transactions pursuant to this resale registration statement were terminated on November 10,
2025 in connection with the filing of a replacement market-making resale registration statement.
On November 10, 2025, 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, BGC Group 6.600% Senior Notes, and BGC Group 6.150% Senior Notes in connection
with ongoing market-making transactions which may occur from time to time. Such market-making transactions in these securities may occur in the open
market or may be privately negotiated at prevailing market prices at the time of resale or at related or negotiated prices. Neither CF&Co, nor any other of the
Company’s other affiliates, has any obligation to make a market in the Company’s securities, and CF&Co or any such other affiliate may discontinue market-
making activities at any time without notice.
18.    Compensation
The Compensation Committee may grant various equity-based awards, including RSUs, restricted stock, stock options, LPUs (prior to the Corporate
Conversion) and shares of BGC Class A common stock. Upon vesting of RSUs, issuance of restricted stock, exercise of stock options and redemption/exchange
of LPUs (prior to the Corporate Conversion), the Company generally issues new shares of BGC Class A common stock.
On November 22, 2021, at the annual meeting of stockholders, the stockholders approved amendments to the BGC Partners Equity Plan to increase
from 400.0 million to 500.0 million the aggregate number of shares of BGC Class A common stock that may be delivered or cash-settled pursuant to awards
granted during the life of the BGC Partners Equity Plan.
In connection with the Corporate Conversion on July 1, 2023, BGC Group assumed and adopted the BGC Partners Equity Plan, as amended and
restated as the BGC Group Equity Plan. The BGC Group Equity Plan provides for a maximum of 600.0 million shares of BGC Class A common stock that may
be delivered or cash settled pursuant to the exercise or settlement of awards granted under the plan. As of December 31, 2025, the limit on the aggregate
number of shares authorized to be delivered allowed for the grant of future awards relating to 405.7 million shares.
In connection with the Corporate Conversion, on June 30, 2023, the Company issued 22.5 million RSUs for the redemption of 16.9 million non-
exchangeable LPUs and 5.6  million non-exchangeable FPUs in BGC Holdings, and issued $49.2  million of RSU Tax Accounts for the redemption of
10.6 million non-exchangeable Preferred Units in BGC Holdings, based on their fixed cash value. As a result of the Corporate Conversion, on July 1, 2023, the
Company issued 38.6 million restricted stock awards and 25.3 million RSUs for the redemption of 54.0 million non-exchangeable LPUs and 9.9 million non-
exchangeable Preferred Units in BGC Holdings, and granted $74.0  million of RSU Tax Accounts for the redemption of 16.3  million non-exchangeable
Preferred Units in BGC Holdings, based on their fixed cash value.
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The Company incurred compensation expense related to Class A common stock, LPUs (prior to the Corporate Conversion) and RSUs held by BGC
employees as follows (in thousands):
Year Ended December 31,
2025
2024
2023
Issuance of common stock and grants of exchangeability
$
143,329 
$
184,667 
$
171,646 
Allocations of net income and dividend equivalents
2,517 
4,196 
6,302 
LPU amortization
— 
— 
40,878 
RSU, RSU Tax Account, and restricted stock amortization
183,742 
180,280 
136,552 
Equity-based compensation and allocations of net income to limited partnership units and
FPUs
$
329,588 
$
369,143 
$
355,378 
_______________________________________
Prior to the Corporate Conversion, certain LPUs generally received quarterly allocations of net income, including the Preferred Distribution, and were generally
contingent upon services being provided by the unit holders. Subsequent to the Corporate Conversion, this includes dividend equivalents on participating securities, the
Preferred Return on certain RSU Tax Accounts, and quarterly allocations of net income, including the Preferred Distribution to LPUs held by BGC employees in
Newmark Holdings.
Limited Partnership Units
A summary of the activity associated with Newmark Holdings LPUs held by BGC employees is as follows (in thousands):
BGC
LPUs
Newmark
LPUs
Balance at December 31, 2022
110,348 
9,351 
Granted
9,688 
— 
Redeemed/exchanged units
(119,812)
(572)
Forfeited units
(224)
— 
Balance at December 31, 2023
— 
8,779 
Granted
— 
— 
Redeemed/exchanged units
— 
(5,342)
Forfeited units
— 
(501)
Balance at December 31, 2024
— 
2,936 
Granted
— 
— 
Redeemed/exchanged units
— 
(773)
Forfeited units
— 
(23)
Balance at December 31, 2025
— 
2,140 
The LPUs table above includes both regular and Preferred Units. Preferred Units are not entitled to participate in partnership distributions other than
with respect to the Preferred Distribution (see Note 2—“Limited Partnership Interests in BGC Holdings and Newmark Holdings” for further information on
Preferred Units). Subsequent to the Corporate Conversion, there are still BGC employees who hold limited partnership interests in Newmark Holdings. These
limited partnership interests represent interests that were held prior to the Newmark IPO and were distributed in connection with the Separation. Following the
Newmark IPO, employees of BGC and Newmark only received limited partnership interests in BGC Holdings (prior to the Corporate Conversion) and
Newmark Holdings, respectively. As a result of the Spin-Off, as the previous limited partnership interests in BGC Holdings held by Newmark employees and
the existing limited partnership interests in Newmark Holdings held by BGC employees were/are exchanged/redeemed, the related capital was contributed to
and from Cantor, respectively. The compensation expenses under GAAP related to the limited partnership interests are based on the company where the partner
is employed. Therefore, compensation expenses related to the limited partnership interests of both BGC Holdings (prior to the Corporate Conversion) and
Newmark Holdings that are held by BGC employees are recognized by BGC. The BGC Holdings limited partnership interests held by Newmark employees
could have been included in the BGC share count and the Newmark Holdings limited partnership interests held by BGC employees may be included in the
Newmark share count, if applicable. There were no limited partnership interests in BGC Holdings remaining upon the completion of the Corporate Conversion,
and therefore, there was no compensation expense related to limited partnership interest in BGC Holdings recognized by BGC subsequent to the Corporate
Conversion.
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1
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A summary of the Newmark Holdings LPUs held by BGC employees as of December 31, 2025 is as follows (in thousands):
Newmark
LPUs
Regular Units
1,434 
Preferred Units
706 
Balance at December 31, 2025
2,140 
Issuance of Common Stock and Grants of Exchangeability
Compensation expense related to the issuance of BGC or Newmark Class A common stock and grants of exchangeability on BGC Holdings (prior to
the Corporate Conversion) and Newmark Holdings LPUs held by BGC employees is as follows (in thousands):
Year Ended December 31,
2025
2024
2023
Issuance of common stock and grants of exchangeability
$
143,329 
$
184,667 
$
171,646 
Prior to the Corporate Conversion, BGC Holdings LPUs held by BGC employees had become exchangeable or were redeemed for BGC Class A
common stock on a one-for-one basis.
Newmark LPUs held by BGC employees may become exchangeable or redeemed for a number of shares of Newmark Class A common stock equal to
the number of limited partnership interests multiplied by the current Exchange Ratio. As of December 31, 2025, the Exchange Ratio was 0.9264.
A summary of the LPUs redeemed in connection with the issuance of BGC Class A common stock or Newmark Class A common stock (at the then-
current Exchange Ratio) or granted exchangeability for BGC Class A common stock or Newmark Class A common stock (at the then-current Exchange Ratio)
held by BGC employees is as follows (in thousands):
Year Ended December 31,
2025
2024
2023
BGC Holdings LPUs
— 
— 
25,711 
Newmark Holdings LPUs
375 
4,919 
301 
Total
375 
4,919 
26,012 
The compensation expense related to the issuance of common stock includes a redemption of 4.2 million Newmark Holdings LPUs for which 3.3
million shares of Newmark Class A common stock were issued to a former BGC executive officer, who is still employed by the Company. This resulted in a
$54.4 million compensation expense for year ended December 31, 2024.
As of December 31, 2025 and 2024, there were no BGC Holdings LPUs remaining as a result of the Corporate Conversion. As of December 31, 2025
and 2024, the number of Newmark Holdings LPUs exchangeable into shares of Newmark Class A common stock at the discretion of the unit holder held by
BGC employees (at the then-current Exchange Ratio) was 0.1 million and 0.3 million, respectively.
Subsequent to the Corporate Conversion, BGC may issue BGC Class A common stock and record compensation expense for the grant date fair value
of the shares issued. For the years ended December 31, 2025, 2024 and 2023, BGC issued 10.0 million, 8.7 million and 2.2 million of net shares of BGC Class
A common stock to BGC employees, and withheld shares of BGC Class A common stock valued at $45.3 million, $41.0 million and $3.9 million to pay taxes
due at the time of issuance, respectively.
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LPU Amortization
Compensation expense related to the amortization of LPUs held by BGC is as follows (in thousands):
Year Ended December 31,
2025
2024
2023
Stated vesting schedule
$
— 
$
— 
$
40,848 
Post-termination payout
— 
— 
30 
LPU amortization
$
— 
$
— 
$
40,878 
Prior to the Corporate Conversion, there were certain LPUs that had a stated vesting schedule and did not receive quarterly allocations of net income.
These LPUs generally vested between two and five years from the date of grant. The fair value was based on the market value of an equivalent share of BGC or
Newmark Class A common stock (adjusted if appropriate based upon the award’s eligibility to receive quarterly allocations of net income) on the grant date,
and is recognized as compensation expense, net of the effect of estimated forfeitures, ratably over the vesting period.
As of both December 31, 2025 and 2024, there were no outstanding LPUs held by BGC employees with a stated vesting schedule that did not receive
quarterly allocations of net income.
Compensation expense related to LPUs held by BGC employees with a post-termination pay-out amount, such as REUs, and/or a stated vesting
schedule is recognized over the stated service period. These LPUs generally vested between two and five years from the date of grant. As of December 31,
2025, there were no outstanding BGC Holdings LPUs with a post-termination payout, and there were 0.1 million outstanding Newmark Holdings LPUs with a
post-termination payout held by BGC employees with a notional value of approximately $0.5 million and an aggregate estimated fair value of $0.2 million. As
of December 31, 2024, there were no outstanding BGC Holdings LPUs with a post-termination payout, and there were 0.1 million outstanding Newmark
Holdings LPUs with a post-termination payout held by BGC employees, with a notional value of approximately $0.5 million and an aggregate estimated fair
value of $0.2 million.
Restricted Stock Units
Compensation expense related to RSUs held by BGC employees is as follows (in thousands):
Year Ended December 31,
2025
2024
2023
RSU amortization
$
163,565 
$
101,673 
$
79,960 
A summary of the activity associated with RSUs held by BGC employees and directors is as follows (RSUs and fair value amount in thousands,
except for per share amounts and weighted-average term):
RSUs
Weighted- Average
Grant Date Fair Value
Per Share
Fair Value Amount
Weighted- Average
Remaining
Contractual Term
(Years)
Balance at December 31, 2022
12,046 
$
4.11 
$
49,486 
2.42
Granted
68,732 
4.12 
283,418 
Delivered
(15,078)
4.14 
(62,494)
Forfeited
(758)
4.48 
(3,395)
Balance at December 31, 2023
64,942 
$
4.11 
$
267,015 
5.96
Granted
22,533 
7.82 
176,141 
Delivered
(13,142)
4.05 
(53,185)
Forfeited
(1,835)
5.45 
(9,997)
Balance at December 31, 2024
72,498 
$
5.24 
$
379,974 
4.58
Granted
20,748 
9.20 
190,982 
Delivered
(13,938)
5.19 
(72,364)
Forfeited
(1,665)
6.77 
(11,280)
Balance at December 31, 2025
77,643 
$
6.28 
$
487,312 
3.84
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The fair value of RSUs held by BGC employees and directors is based on the market value of BGC Class A common stock on the grant date and
adjusted as appropriate based upon the award’s ineligibility to receive dividends. As of December  31, 2025 and 2024, 21.6 million and 22.9 million,
respectively, RSUs of the total outstanding were eligible to receive dividends. The compensation expense is recognized ratably over the vesting period, taking
into effect estimated forfeitures or accelerations of vestings. The Company uses historical data, including historical forfeitures and turnover rates, to estimate
expected forfeiture rates for both employee and director RSUs. Each RSU is settled in one share of BGC Class A common stock upon completion of the vesting
period and conditions.
For the RSUs that vested during the years ended December 31, 2025, 2024 and 2023, the Company withheld shares of BGC Class A common stock
valued at $37.6 million, $27.8 million and $11.5 million, respectively, to pay taxes due at the time of vesting. As of December 31, 2025 and 2024, there was
approximately $276.9 million and $230.1 million, respectively, of total unrecognized compensation expense related to unvested RSUs held by BGC employees
and directors that is expected to be recognized over a weighted-average period of 3.84 years and 4.58 years, respectively.
The total vesting-date fair value of RSUs was $128.9 million, $112.2 million, and $80.4 million for the years ended December 31, 2025, 2024 and
2023, respectively.
In relation to the Corporate Conversion, the Company granted $49.2 million and $74.0 million of RSU Tax Accounts as of June 30, 2023 and July 1,
2023, respectively. During the years ended December 31, 2025 2024 and 2023, $12.2 million, $17.6 million and $27.7 million, respectively, of RSU Tax
Accounts vested to pay taxes due at the time for certain related RSU vestings. As of December 31, 2025 and 2024, there was approximately $53.2 million and
$70.0 million of total unrecognized compensation expense related to unvested RSU Tax Accounts held by BGC employees that is expected to be recognized
over a weighted-average period of 6.44 years and 7.98 years, respectively. The compensation expense related to the RSU Tax Accounts amortization held by
BGC employees was $14.8 million, $21.6 million and $31.9 million for the years ended December 31, 2025, 2024 and 2023, respectively.
On February 5, 2025, the Company accelerated the vesting of 1.3 million of Mr. Howard Lutnick’s RSUs granted under the BGC Group Equity Plan,
which each represented a contingent right to receive one share of BGC Class A common stock, and delivered, less 0.7 million shares withheld by the Company
for taxes at $9.38 per share, 0.6 million net shares. The acceleration of the vesting of the RSUs and the withholding of shares for taxes was approved by the
Compensation Committee of the Company, and the related party transaction resulted in a $11.0 million compensation expense for the twelve months ended
December 31, 2025.
Acquisitions
In connection with certain of its acquisitions, the Company has granted certain contingent share obligations and RSUs, and other deferred
compensation awards. As of December 31, 2025 and 2024, the aggregate estimated fair value of acquisition-related contingent share obligations and RSUs was
$15.7 million and $14.7 million, respectively. As of both December 31, 2025 and 2024, the aggregate estimated fair value of the deferred compensation awards
was nil. The liability for such acquisition-related contingent share obligations and RSUs is included in “Accounts payable, accrued and other liabilities” on the
Company’s Consolidated Statements of Financial Condition.
Restricted Stock
BGC employees hold shares of BGC and Newmark restricted stock. Such restricted shares are generally salable by employees in five to ten years.
Transferability of the restricted shares of stock issued prior to the Corporate Conversion is not subject to continued employment or service with the Company
or any affiliate or subsidiary of the Company; however, transferability is subject to compliance with BGC and its affiliates’ customary noncompete obligations.
During the years ended December 31, 2025 and 2024, approximately 0.1 million and 0.3 million, respectively, BGC or Newmark restricted shares
held by BGC employees were forfeited in connection with this provision.
During both the years ended December 31, 2025 and 2024, the Company released the restrictions with respect to nil of such BGC shares held by BGC
employees. As of both December 31, 2025 and 2024, there were nil of such restricted BGC shares held by BGC employees outstanding, respectively. During
both the years ended December 31, 2025 and 2024, Newmark did not release restrictions on any restricted Newmark shares held by BGC employees. As of
both December 31, 2025 and 2024, there were no restricted Newmark shares held by BGC employees outstanding.
In addition, as a result of the Corporate Conversion, on July 1, 2023, the Company granted 38.6 million restricted stock awards, which are subject to
continued employment or service with the Company or any affiliate or subsidiary of the Company.
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The fair value of these restricted stock awards held by BGC employees is based on the market value of BGC Class A common stock on the grant date
and adjusted as appropriate based upon the award’s ineligibility to receive dividends. As of December 31, 2025, 0.3 million of the total 0.3 million restricted
stock awards outstanding were eligible to receive dividends. The compensation expense is recognized ratably over the vesting period, taking into effect
estimated forfeitures or accelerations of vestings. The Company uses historical data, including historical forfeitures and turnover rates, to estimate expected
forfeiture rates for employee restricted stock awards. Each restricted stock award is settled in one share of Class A common stock upon completion of the
vesting period and conditions. The compensation expense related to the restricted stock amortization on these awards held by BGC employees was $5.4
million, $57.0 million and $24.7 million for the years ended December 31, 2025, 2024 and 2023, respectively. The compensation expense related to restricted
stock includes the acceleration of approximately 4.5 million restricted stock awards of a former BGC executive officer, who is still employed by the Company,
which resulted in a $27.1 million compensation expense for the year ended 2024.
For the restricted stock awards that vested during the years ended December 31, 2025 and 2024, the Company withheld 1.8 million and 4.6 million
shares of BGC Class A common stock to pay taxes due at the time of vesting, respectively. As of December 31, 2025 and 2024, there was approximately $0.5
million and $5.8 million of total unrecognized compensation expense related to unvested restricted stock awards held by BGC employees that is expected to be
recognized over a weighted-average period of 6.37 years and 0.59 years, respectively.
The total vesting-date fair value of the restricted stock awards was $61.7 million, $168.4 million, and $44.0 million for the years ended December 31,
2025, 2024 and 2023, respectively.
A summary of the activity associated with these restricted stock awards held by BGC employees is as follows (shares of restricted stock and fair value
in thousands, except for per share amounts and weighted-average term):
Restricted Stock
Weighted-
Average
Grant
Date Fair
Value Per Share
Fair Value
Amount
Weighted-
Average
Remaining
Contractual
Term (Years)
Balance at December 31, 2022
—  $
— 
$
— 
N/A
Granted
38,610 
4.37 
168,716 
Delivered
(9,329)
5.12 
(47,763)
Forfeited
(1,328)
2.62 
(3,485)
Balance at December 31, 2023
27,953  $
4.20 
$
117,468 
2.55
Granted
— 
— 
— 
Delivered
(19,920)
3.99 
(79,551)
Forfeited
(729)
3.84 
(2,798)
Balance at December 31, 2024
7,304  $
4.81 
$
35,119 
0.59
Granted
— 
— 
— 
Delivered
(6,750)
4.82 
(32,542)
Forfeited
(248)
4.92 
(1,221)
Balance at December 31, 2025
306  $
4.43 
$
1,356 
6.37
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19.    Commitments, Contingencies and Guarantees
Contractual Obligations and Commitments
The following table summarizes certain of the Company’s contractual obligations at December 31, 2025 (in thousands):
Total
Less Than 1 Year
1-3 Years
3-5 Years
More Than 5 Years
Notes payable and other borrowings
$
1,789,500 
$
240,000 
$
— 
$
1,549,500 
$
— 
Operating leases
257,975 
34,679 
59,393 
39,689 
124,214 
Finance leases
2,021 
1,394 
627 
— 
— 
Interest on Notes payable and other borrowings
365,754 
105,293 
191,743 
68,718 
— 
Short-term borrowings from related parties
20,000 
20,000 
— 
— 
— 
Interest on Short-term borrowings
206 
206 
— 
— 
— 
One-time transition tax
4,421 
4,421 
— 
— 
— 
Other
17,330 
17,330 
— 
— 
— 
Total contractual obligations
$
2,457,207 
$
423,323 
$
251,763 
$
1,657,907 
$
124,214 
_______________________________________
Notes payable and other borrowings reflects $240.0 million of borrowings by the Company, which includes deferred financing costs of $2.4 million, outstanding under
the Revolving Credit Agreement as of December 31, 2025; $347.2 million of BGC Group 8.000% Senior Notes (the $347.2 million represents the principal amount of
the debt; the carrying value of the BGC Group 8.000% Senior Notes as of December 31, 2025 was approximately $345.4 million), $500.0 million of BGC Group
6.600% Senior Notes (the $500.0 million represents the principal amount of the debt; the carrying value of the BGC Group 6.600% Senior Notes as of December 31,
2025 was approximately $496.5 million) and $700.0 million of BGC Group 6.150% Senior Notes (the $700.0 million represents the principal amount of the debt; the
carrying value of the BGC Group 6.150% Senior Notes as of December 31, 2025 was approximately $693.8 million). Notes payable and other borrowings also reflects
$2.3 million of BGC Partners 8.000% Senior Notes (the $2.3 million represents both the principal amount and carrying value of the BGC Partners 8.000% Senior
Notes as of December  31, 2025). See Note 17—“Notes Payable and Other Borrowings” for more information regarding these obligations, including timing of
payments and compliance with debt covenants.
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. The Company subleases certain real estate to its affiliates and to third parties. The value of these
commitments is not material to the Company’s Consolidated Financial Statements.
Interest on notes payable and other borrowings reflects a total of $1.7 million of interest expense associated with the Company’s borrowings under the Revolving
Credit Agreement; $66.7 million of interest expense associated with the BGC Group 8.000% Senior Notes, $0.4 million of interest expense associated with the BGC
Partners 8.000% Senior Notes, $113.7 million of interest expense associated with the BGC Group 6.600% Senior Notes and $183.2 million of interest expense
associated with the BGC Group 6.150% Senior Notes. 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. As of December 31, 2025, the
undrawn portion of the committed unsecured Revolving Credit Agreement was $460.0 million.
Short-term borrowings from related parties reflects $20.0 million the Company borrowed from Cantor under the BGC Credit Agreement on November 12, 2025.
The average interest rate on the outstanding short-term borrowings from related parties for the year ended December 31, 2025 was 5.45%.
The Company completed the calculation of the one-time transition tax on the deemed repatriation of foreign subsidiaries’ earnings pursuant to the Tax Act and
previously recorded a net cumulative tax expense of $28.6 million, net of foreign tax credits. During the second quarter of 2024, the Company settled its 2017 audit
with the IRS which included the transition tax. The revised net cumulative transition tax expense is $25.3  million, net of foreign tax credits, resulting in a net
adjustment of the payable balance by $3.3 million. The Company made an election to pay the taxes over eight years with 40% to be paid in equal installments over the
first five years and the remaining 60% to be paid in installments of 15%, 20% and 25% in years six, seven and eight, respectively. The cumulative remaining balance
as of December 31, 2025 is $4.4 million.
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.
The Company is obligated for minimum rental payments under various non-cancelable operating leases, principally for office space, data centers, and
office equipment, expiring at various dates through 2044. Certain of the leases contain escalation clauses that require payment of additional rent to the extent of
increases in certain operating or other costs.
1
2
2
3
4
5
6
7
1
2
3
4
5
6
7
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As of December 31, 2025, minimum lease payments under these arrangements are as follows (in thousands):
Net Lease Commitment
Operating leases
Finance leases
2026
$
34,679 
$
1,394 
2027
31,775 
627 
2028
27,618 
— 
2029
23,744 
— 
2030
15,945 
— 
2031 and thereafter
124,214 
— 
Total
$
257,975 
$
2,021 
The lease obligations shown above are presented net of payments to be received under a non-cancelable sublease. The Company subleases certain real
estate to its affiliates and to third parties. The value of these commitments is not material to the Company’s Consolidated Financial Statements.
In addition to the above obligations under non-cancelable operating leases, the Company is also obligated to Cantor for rental payments under
Cantor’s various non-cancelable leases with third parties, principally for office space and computer equipment, expiring at various dates through 2044. Certain
of these leases have renewal terms at the Company’s option and/or escalation clauses (primarily based on the Consumer Price Index). Cantor allocates a portion
of the rental payments to the Company based on square footage used.
The Company also allocates a portion of the rental payments for which it is obligated under non-cancelable operating leases to Cantor and its
affiliates. These allocations are based on square footage used (see Note 13—“Related Party Transactions” for more information).
Rent expense for the years ended December 31, 2025, 2024 and 2023 was $41.1 million, $38.7 million and $41.5 million, respectively. Rent expense
is included as part of “Occupancy and equipment” in the Company’s Consolidated Statements of Operations.
In the event the Company anticipates incurring costs under any of its leases that exceed anticipated sublease revenues, it recognizes a loss and records
a liability for the present value of the excess lease obligations over the estimated sublease rental income. There was no liability for future lease payments
associated with vacant space as of December 31, 2025, 2024 and 2023.
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
Company’s 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.
The Company did not issue contingent shares of BGC Class A common stock or contingent cash consideration for acquisitions during 2025. The
Company issued 1.6 million contingent shares of BGC Class A common stock and $5.0 million for acquisitions during 2024. The Company issued 1.2 million
contingent shares of BGC Class A common stock and $8.0 million for acquisitions during 2023.
During the year ended December 31, 2025, the contingent cash consideration that may be paid increased by approximately $1.9 million due to an
increase in probability of payout, partially offset by $2.0 million of contingent cash consideration paid during the year, resulting in a balance of $7.0 million as
of December 31, 2025. During the year ended December 31, 2024, the contingent cash consideration that may be paid increased by approximately $0.2 million
due to an increase in probability of payout, partially offset by $1.0 million of contingent cash consideration during the year 2024.
As of December 31, 2025, the Company has issued 2.4 million shares of its Class A common stock, 0.2 million RSUs and paid $56.4 million in cash
related to contingent payments for acquisitions completed since 2016.
As of December 31, 2025, there are 2.1 million shares of the Company’s Class A common stock, including 0.4 million contingent shares for which all
necessary conditions have been satisfied except for the passage of time and which are included in the Company’s computation of basic EPS, as well as 1.8
million shares of the Company’s Class A common stock which will be issued if related targets are met and $7.0 million in cash which will be issued if related
targets are met, net of forfeitures and other adjustments.
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The Company’s contingent considerations are classified as Level 3 liabilities. See Note 12—“Fair Value of Financial Assets and Liabilities” for
additional information.
Contingencies
In the ordinary course of business, various legal actions are brought and are pending against the Company and its subsidiaries in the U.S. and
internationally. In some of these actions, substantial amounts are claimed. The Company is also involved, from time to time, in reviews, examinations,
investigations and proceedings by governmental and self-regulatory agencies (both formal and informal) regarding the Company’s businesses, operations,
reporting or other matters, which may result in regulatory, civil and criminal judgments, settlements, fines, penalties, injunctions, enhanced oversight,
remediation, or other relief. The following generally does not include matters that the Company has pending against other parties which, if successful, would
result in awards in favor of the Company or its subsidiaries.
Employment, Competitor-Related and Other Litigation
From time to time, the Company and its subsidiaries are involved in litigation, claims and arbitrations in the U.S. and internationally, relating to, inter
alia, various employment matters, including with respect to termination of employment, hiring of employees currently or previously employed by competitors,
terms and conditions of employment and other matters. In light of the competitive nature of the brokerage industry, litigation, claims and arbitration between
competitors regarding employee hiring are not uncommon. The Company is also involved, from time to time, in other reviews, investigations and proceedings
by governmental and self-regulatory agencies (both formal and informal) regarding the Company’s businesses. Any such actions may result in regulatory, civil
or criminal judgments, settlements, fines, penalties, injunctions, enhanced oversight, remediation, or other relief.
Legal reserves are established in accordance with U.S. GAAP guidance on Accounting for Contingencies when a material legal liability is both
probable and reasonably estimable. Once established, reserves are adjusted when there is more information available or when an event occurs requiring a
change. The outcome of such items cannot be determined with certainty. The Company is unable to estimate a possible loss or range of loss in connection with
specific matters beyond its current accruals and any other amounts disclosed. Management believes that, based on currently available information, the final
outcome of these current pending matters will not have a material adverse effect on the Company’s financial condition, results of operations, or cash flows.
Letter of Credit Agreements
The Company has irrevocable uncollateralized letters of credit with various banks, where the beneficiaries are clearing organizations through which it
transacts, that are used in lieu of margin and deposits with those clearing organizations. As of December 31, 2025 and 2024, the Company was contingently
liable for $7.6 million and $1.3 million, respectively, under these letters of credit.
Risk and Uncertainties
The Company generates revenues by providing financial intermediary and brokerage activities to institutional customers and by executing and, in
some cases, clearing transactions for institutional counterparties. Revenues for these services are transaction-based. As a result, revenues could vary based on
the transaction volume of global financial markets. Additionally, financing is sensitive to interest rate fluctuations, which could have an impact on the
Company’s overall profitability.
Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at
times, may exceed the FDIC maximum coverage limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact
on the Company’s Consolidated Financial Statements. For the years ended December 31, 2025 and 2024, the Company did not incur losses on any FDIC
insured cash accounts.
During the years ended December  31, 2025 and 2024, the Company released a reserve of $4.4  million and recorded reserves of $4.0  million,
respectively, in connection with potential losses associated with Russia’s Invasion of Ukraine, which is included in “Other expenses” in the Company’s
Consolidated Statements of Operations, and which was recorded as part of the CECL reserve (see Note 25—“Current Expected Credit Losses (CECL)” for
additional information).
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Insurance
The Company is self-insured for health care claims, up to a stop-loss amount for eligible participating employees and qualified dependents in the U.S.,
subject to deductibles and limitations. The Company’s liability for claims incurred but not reported is determined based on an estimate of the ultimate
aggregate liability for claims incurred. The estimate is calculated from actual claim rates and adjusted periodically as necessary. The Company has accrued $3.1
million and $2.8 million in health care claims as of December 31, 2025 and 2024, respectively. The Company does not expect health care claims to have a
material impact on its financial condition, results of operations, or cash flows.
Guarantees
The Company provides guarantees to securities clearinghouses and exchanges which meet the definition of a guarantee under FASB interpretations.
Under these standard securities clearinghouse and exchange membership agreements, members are required to guarantee, collectively, the performance of other
members and, accordingly, if another member becomes unable to satisfy its obligations to the clearinghouse or exchange, all other members would be required
to meet the shortfall. In the opinion of management, the Company’s liability under these agreements is not quantifiable and could exceed the cash and securities
it has posted as collateral. However, the potential of being required to make payments under these arrangements is remote. Accordingly, no contingent liability
has been recorded in the Company’s Consolidated Statements of Financial Condition for these agreements.
20.    Income Taxes
The Company’s Consolidated Financial Statements include U.S. federal, state and local income taxes on the Company’s allocable share of the U.S.
results of operations, as well as taxes payable to jurisdictions outside the U.S. In addition, certain of the Company’s entities are taxed as U.S. partnerships and
are primarily subject to the UBT in New York City. Therefore, the tax liability or benefit related to the partnership income or loss, except for UBT, rests with
the partners rather than the partnership entity (see Note 2—“Limited Partnership Interests in BGC Holdings and Newmark Holdings” for discussion of
partnership interests).
The provision for income taxes consisted of the following (in thousands):
Year Ended December 31,
2025
2024
2023
Current:
U.S. federal
$
9,470 
$
19,459 
$
19,297 
U.S. state and local
(6,532)
5,061 
5,033 
Foreign
79,309 
95,149 
54,787 
UBT
— 
— 
373 
82,247 
119,669 
79,490 
Deferred:
U.S. federal
(39,015)
(58,127)
(41,491)
U.S. state and local
25,974 
(9,568)
(14,989)
Foreign
(1,998)
(2,059)
(5,914)
UBT
— 
— 
1,838 
(15,039)
(69,754)
(60,556)
Provision for income taxes
$
67,208 
$
49,915 
$
18,934 
The Company had pre-tax income (loss) of $213.7 million, $173.1 million and $57.7 million for the years ended December 31, 2025, 2024 and 2023,
respectively.
The Company had pre-tax income (loss) from domestic operations of $(476.4) million, $(143.2) million and $(383.9) million for the years ended
December 31, 2025, 2024 and 2023, respectively. The Company had pre-tax income (loss) from foreign operations of $690.1 million, $316.3 million and
$441.6 million for the years ended December 31, 2025, 2024 and 2023, respectively.
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The following table reconciles the U.S. federal statutory income tax rate to the Company’s effective tax rate for the year ended December 31, 2025:
Year Ended December 31, 2025
Amount
Rate
U.S. Federal statutory tax rate
$
44,923 
21.0 %
Domestic state and local income taxes, net of federal income tax effect
15,725 
7.4 
Foreign tax effects
Australia
(2,867)
(1.3)
Japan
2,720 
1.3 
United Arab Emirates
Rate differential
(4,721)
(2.2)
Pillar 2
3,215 
1.5 
Other
(789)
(0.4)
United Kingdom
Rate differential
11,088 
5.2 
Meals and entertainment
6,144 
2.9 
Non-taxable gain
(8,085)
(3.8)
Partnership income/(loss)
(10,431)
(4.9)
Impact of RSU windfall
(3,534)
(1.7)
Other
(1,187)
(0.6)
Other foreign jurisdictions
3,236 
1.5 
Effect of cross-border tax laws
Foreign branch taxes, net of tax credits
13,010 
6.1 
GILTI, net of credits
7,827 
3.7 
Subpart F, net of credits - prior year
(12,659)
(5.9)
Tax credits
(1,442)
(0.7)
Nontaxable and nondeductible items
Non-controlling interest
2,376 
1.1 
Meals and entertainment
4,358 
2.0 
Section 162(m)
2,911 
1.4 
Other
1,743 
0.8 
Worldwide changes in unrecognized tax benefits
(2,801)
(1.3)
Other
Impact of RSU windfall
(3,552)
(1.7)
Total
$
67,208 
31.4 %
____________________________
State and local income taxes in New York State and New York City made up the majority (greater than 50%) of the tax effect in this category.
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Differences between the Company’s actual income tax expense and the amount calculated utilizing the U.S. federal statutory rates for the years ended
December 31, 2024 and December 31, 2023, were as follows (in thousands):
Year Ended December 31,
2024
2023
Tax expense at federal statutory rate
$
36,360 
$
12,207 
Non-controlling interest
1,295 
1,982 
Incremental impact of foreign taxes compared to federal tax rate
5,847 
3,838 
Other permanent differences
7,001 
3,054 
U.S. state and local taxes, net of U.S. federal benefit
(4,408)
(4,778)
New York City UBT
— 
— 
Other rate changes
1,503 
(862)
Impact of Corporate Conversion
— 
(12,446)
Uncertain tax positions
304 
(797)
U.S. tax on foreign earnings, net of tax credits
(4,413)
12,388 
Prior year adjustments
5,811 
4,078 
Valuation allowance
(2,402)
(4,190)
Meals and Entertainment
7,450 
6,182 
Impact of RSU Windfall
(4,433)
(1,700)
Other
— 
(22)
Provision for income taxes
$
49,915 
$
18,934 
As of December  31, 2025, the Company’s intention is to permanently reinvest undistributed foreign pre-tax earnings in the Company’s foreign
operations. While the one-time transition tax eliminated most of the income tax effects of repatriating the undistributed earnings, there could still be foreign and
state and local tax effects on the distribution. Accordingly, no provision has been recorded on foreign and state and local taxes that would be applicable upon
distribution of such earnings to the U.S. Further, determination of an estimate of deferred tax liability associated with the distribution of foreign earnings is not
practicable.
The Company has elected to treat taxes associated with the GILTI provision using the Period Cost Method and thus has not recorded deferred taxes for
basis differences under this regime as of December 31, 2025.
Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial
statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax
rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recorded against
deferred tax assets if it is deemed more likely than not that those assets will not be realized.

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Significant components of the Company’s deferred tax asset and liability consisted of the following (in thousands):
Year Ended December 31,
2025
2024
Deferred tax asset
Basis difference of investments
$
6,149 
$
10,403 
Deferred compensation
123,191 
114,680 
Excess interest expense
116,657 
90,404 
Other deferred and accrued expenses
— 
10,659 
Depreciation and amortization
— 
790 
Net operating loss and credit carry-forwards
89,452 
58,084 
Total deferred tax asset
335,449 
285,020 
Valuation allowance
(23,438)
(24,422)
Deferred tax asset, net of valuation allowance
312,011 
260,598 
Deferred tax liability
Depreciation and amortization
51,921 
— 
Other deferred and accrued expenses
13,247 
— 
Total deferred tax liability
65,168 
— 
Net deferred tax asset
$
246,843 
$
260,598 
_______________________________________
Before netting within tax jurisdictions.
The Company has deferred tax assets associated with net operating losses in U.S. federal, state and local, and non-U.S. jurisdictions of $21.6 million,
$6.5 million and $28.1 million, respectively. These losses will begin to expire for state and local and non-U.S. jurisdictions in 2035 and 2026, respectively. The
Company has deferred tax assets associated with tax credits in the U.S. of $47.0 million, which will begin to expire in 2030. Management continuously
assesses the available positive and negative evidence to determine whether existing deferred tax assets will be realized. Accordingly, substantially all of the
total valuation allowance of $23.4 million relates to non-US net operating losses and other deferred tax assets for the year ended December 31, 2025. The
Company’s net deferred tax asset and liability are included in the Company’s Consolidated Statements of Financial Condition as components of “Other assets”
and “Accounts payable, accrued and other liabilities,” respectively.
Pursuant to U.S. GAAP guidance, Accounting for Uncertainty in Income Taxes, the Company provides for uncertain tax positions as a component of
income tax expense based upon management’s assessment of whether a tax benefit is more likely than not to be sustained upon examination by tax authorities.
The Company recognizes interest and penalties related to unrecognized tax benefits in “Provision (benefit) for income taxes” in the Company’s Consolidated
Statements of Operations. 
A reconciliation of the beginning to the ending amounts of gross unrecognized tax benefits for the years ended December 31, 2025 and 2024 is as
follows (in thousands):
Balance, December 31, 2023
$
6,669 
Increases for prior year tax positions
— 
Decreases for prior year tax positions
— 
Increases for current year tax positions
— 
Decreases related to settlements with taxing authorities
— 
Decreases related to a lapse of applicable statute of limitations
(2,025)
Balance, December 31, 2024
$
4,644 
Increases for prior year tax positions
— 
Decreases for prior year tax positions
— 
Increases for current year tax positions
— 
Decreases related to settlements with taxing authorities
— 
Decreases related to a lapse of applicable statute of limitations
(1,134)
Balance, December 31, 2025
$
3,510 
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As of December  31, 2025, the Company’s unrecognized tax benefits, excluding related interest and penalties, were $3.5 million, of which $2.8
million, if recognized, would affect the effective tax rate. The Company is currently under income tax examination by tax authorities in U.S. federal, state and
local jurisdictions and certain non-U.S. jurisdictions for tax years beginning 2016, 2015 and 2017, respectively. The Company does not believe that the
amounts of unrecognized tax benefits will materially change over the next 12 months.
The Company recognizes interest and penalties related to unrecognized tax benefits in “Provision (benefit) for income taxes” in the Company’s
Consolidated Statements of Operations. As of December 31, 2025, the Company had accrued $4.6 million for income tax-related interest and penalties of
which $0.5 million was accrued during 2025.
Cash tax payments, net of refunds, for the year ended December 31, 2025, were as follows (in thousands):
Year Ended December 31,
2025
Federal
$
24,907 
State
New York State
5,462 
New York City
3,386 
Other states
2,004 
Total states
10,852 
Foreign
United Kingdom
82,387 
Other foreign
29,991 
Total foreign
112,378 
Total cash payments, net of refunds
$
148,137 
21.    Regulatory Requirements
Many of the Company’s businesses are subject to regulatory restrictions and minimum capital requirements. These regulatory restrictions and capital
requirements may restrict the Company’s ability to withdraw capital from its subsidiaries.
Certain U.S. subsidiaries of the Company are registered as U.S. broker-dealers or FCMs subject to Rule 15c3-1 of the SEC and Rule 1.17 of the
CFTC, which specify uniform minimum net capital requirements, as defined, for their registrants, and also require a significant part of the registrants’ assets be
kept in relatively liquid form. As of December  31, 2025, the Company’s U.S. subsidiaries had aggregate net capital in excess of their minimum capital
requirements.
Certain U.K. and European subsidiaries of the Company are regulated by their national regulators, which include the FCA and L’Autorité des Marchés
Financiers and must maintain financial resources (as defined by their national regulators) in excess of the total financial requirement (as defined by their
national regulators). As of December 31, 2025, the U.K. and European subsidiaries had aggregate financial resources in excess of their requirements.
Certain other subsidiaries of the Company are subject to regulatory and other requirements of the jurisdictions in which they operate.
Certain BGC subsidiaries also operate as DCMs and DCOs which 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, BGC subsidiaries operate as SEFs which 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 the
greater of three months of projected operating costs, or the projected costs needed to wind down the swap execution facility’s operations.
The regulatory requirements referred to above may restrict the Company’s ability to withdraw capital from its regulated subsidiaries. As of
December  31, 2025, the Company’s regulated subsidiaries held $871.9 million of net capital. These subsidiaries had aggregate regulatory net capital, as
defined, in excess of the aggregate regulatory requirements, as defined, of $508.2 million.

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22.    Segment and Geographic Information
Segment Information
The Company currently operates in one reportable segment, brokerage services, which is managed on a consolidated basis. The Company provides
brokerage services to the financial markets, through integrated Voice, Hybrid and Fully Electronic brokerage in a broad range of products, including fixed
income (Rates and Credit), FX, Equities, ECS, and Futures and Options. BGC also delivers a wide range of services, including trade execution, brokerage,
clearing, post-trade, information, consulting, and other back-office services to a broad range of financial and non-financial institutions.
The Company’s Chief Operating Decision Maker (CODM) is its Co-Chief Executive Officers. Consolidated net income (loss) is the measure of
segment profit (loss) most consistent with U.S. GAAP that is regularly reviewed by the CODM to assess financial performance and allocate resources. In
evaluating performance and making operating decisions, the CODM reviews Consolidated net income (loss) to set budgets, evaluate margins, review actual
results, and make decisions regarding reinvestment in the business, acquisitions, dividends, and other capital deployment activities. The Company’s business is
based on the products and services provided and reflects the manner in which financial information is evaluated by the CODM.
Significant expense categories included in Consolidated net income (loss) that are regularly provided to the CODM include Compensation and
employee benefits expense and Equity-based compensation and allocations of net income to limited partnership units and FPUs expense. Refer to the
Company’s Consolidated Statements of Operations for additional information.
Information regarding revenues from external customers, other revenues, significant segment expenses, other segment items and Consolidated net
income (loss) is as follows:
Year Ended December 31,
2025
2024
2023
Revenues:
ECS
$
910,650 
$
483,232 
$
386,206 
Rates
794,204 
686,342 
610,451 
FX
428,000 
355,833 
314,706 
Credit
295,587 
287,812 
284,744 
Equities
269,942 
225,027 
236,517 
Total brokerage revenues
2,698,383
2,038,246
1,832,624
Fees from related parties
18,713 
20,728 
15,968 
Data, software and post-trade
138,980 
126,963 
111,470 
Interest and dividend income
53,825 
56,223 
45,422 
Other revenues
31,559 
20,658 
19,917 
Total other revenues
243,077
224,572
192,777
Total revenues
$
2,941,460 
$
2,262,818 
$
2,025,401 
Expenses:
Compensation and employee benefits
$
1,656,011 
$
1,123,747 
$
992,603 
Equity-based compensation and allocations of net income to limited partnership units and
FPUs
329,588 
369,143 
355,378 
Total compensation and employee benefits
1,985,599
1,492,890
1,347,981
Other segment items
809,322 
646,700 
638,645 
Consolidated net income (loss)
$
146,539 
$
123,228 
$
38,775 
_______________________________________
    For the years ended December 31, 2025, 2024, and 2023, Interest income was $53.1 million, $49.5 million and $40.2 million, respectively.
    Other segment items include Occupancy and equipment expense, Fees to related parties expense, Professional and consulting fees expense, Communications expense, Selling
and promotion expense, Commissions and floor brokerage expense, Interest expense, Other expenses, Gains (losses) on divestitures and sales of investments, Gains
(losses) on equity method investments, Other income (loss), and Provision (benefit) for income taxes, each of which are presented on the Company’s Consolidated
Statements of Operations. Also included in Other segment items is Fixed asset depreciation and intangible asset amortization. For the years ended December 31, 2025,
2024, and 2023, Fixed asset depreciation and intangible asset amortization was $103.3 million, $81.4 million and $80.4 million, respectively.
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Refer to the Company’s Consolidated Statements of Financial Condition for the segment’s total assets. Refer to Note 14—“Investments” for the
Company’s investment in equity method investees. Total expenditures for additions to long-lived assets are reported on the Company’s Consolidated
Statements of Cash Flows.
Geographic Information
The Company offers products and services in EMEA, the Americas and APAC. Revenues and long-lived assets are attributed to geographic areas
based on the location of the particular subsidiary. Information regarding revenues is as follows (in thousands):
Year Ended December 31,
2025
2024
2023
Revenues:
EMEA
$
1,539,879 
$
1,146,602 
$
1,022,988 
Americas
1,060,560 
820,608 
727,204 
APAC
341,021 
295,608 
275,209 
Total revenues
$
2,941,460 
$
2,262,818 
$
2,025,401 
_______________________________________
For the years ended December 31, 2025, 2024, and 2023, the U.K. accounted for 10% or more of total revenues. U.K. revenues for the years ended December 31,
2025, 2024, and 2023 were $1,057.5 million, $780.2 million, and $730.8 million, respectively.
For the years ended December 31, 2025, 2024, and 2023, the U.S. accounted for 10% or more of total revenues. U.S. revenues for the years ended December 31, 2025,
2024, and 2023 were $986.5 million, $752.6 million, and $652.9 million, respectively.
Information regarding long-lived assets (defined as: loans, forgivable loans and other receivables from employees and partners, net; fixed assets, net;
ROU assets; certain other investments; rent and other deposits; excluding goodwill and other intangible assets, net) in the applicable geographic area is as
follows (in thousands):
December 31, 2025
December 31, 2024
Long-lived assets:
EMEA
$
416,597 
$
346,198 
Americas
297,554 
261,297 
APAC
88,010 
81,276 
Total long-lived assets
$
802,161 
$
688,771 
_______________________________________
As of December 31, 2025 and 2024, the U.K. accounted for 10% or more of total long-lived assets. U.K. long-lived assets as of December 31, 2025 and 2024 were
$286.7 million and $251.9 million, respectively.
As of December 31, 2025 and 2024, the U.S. accounted for 10% or more of total long-lived assets. U.S. long-lived assets as of December 31, 2025 and 2024 were
$289.7 million and $255.5 million, respectively.
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23.    Revenues from Contracts with Customers
The following table presents the Company’s total revenues separated between revenues from contracts with customers and other sources of revenues
(in thousands):
Year Ended December 31,
2025
2024
2023
Revenues from contracts with customers:
Commissions
$
2,257,553  $
1,648,817  $
1,464,524 
Data, network and post-trade
138,980 
126,963 
111,470 
Fees from related parties
18,713 
20,728 
15,968 
Other revenues
26,745 
16,104 
15,417 
Total revenues from contracts with customers
2,441,991 
1,812,612 
1,607,379 
Other sources of revenues:
Principal transactions
440,830 
389,429 
368,100 
Interest and dividend income
53,825 
56,223 
45,422 
Other revenues
4,814 
4,554 
4,500 
Total revenues
$
2,941,460  $
2,262,818  $
2,025,401 
See Note 3—“Summary of Significant Accounting Policies” for detailed information on the recognition of the Company’s revenues from contracts
with customers.
Disaggregation of Revenue
See Note 22—“Segment and Geographic Information” for a further discussion on the allocation of revenues to geographic regions.
Contract Balances
The timing of the Company’s revenue recognition may differ from the timing of payment by its customers. The Company records a receivable when
revenue is recognized prior to payment and the Company has an unconditional right to payment. Alternatively, when payment precedes the provision of the
related services, the Company records deferred revenue until the performance obligations are satisfied.
The Company had receivables related to revenues from contracts with customers of $482.0 million and $324.2 million at December 31, 2025 and
2024, respectively. The Company performs quarterly reviews of its receivables from contracts with customers for credit impairment. Refer to Note 25
—“Current Expected Credit Losses (CECL)” for additional information.
The Company’s deferred revenue primarily relates to customers paying in advance or billed in advance where the performance obligation has not yet
been satisfied. Deferred revenue at December 31, 2025 and 2024 was $17.9 million and $20.0 million, respectively. During the years ended December 31, 2025
and 2024, the Company recognized revenue of $18.6 million and $12.9 million, respectively, that was recorded as deferred revenue at the beginning of the
period.
Contract Costs
The Company capitalizes costs to fulfill contracts associated with different lines of its business where the revenue is recognized at a point in time and
the costs are determined to be recoverable. Capitalized costs to fulfill a contract are recognized at the point in time that the related revenue is recognized. The
Company did not have any capitalized costs to fulfill a contract as of December 31, 2025 and 2024.

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24.    Leases
The Company, acting as a lessee, has operating leases and finance leases primarily relating to office space, data centers and office equipment. The
leases have remaining lease terms of 0.1 years to 18.2 years, some of which include options to extend the leases in 0.3 to 10.0 year increments for up to 14.0
years. Renewal periods are included in the lease term only when renewal is reasonably certain, which is a high threshold and requires management to apply
judgment to determine the appropriate lease term. Certain leases also include periods covered by an option to terminate the lease if the Company is reasonably
certain not to exercise the termination option. The Company measures its lease payments by including fixed rental payments and, where relevant, variable
rental payments tied to an index, such as the Consumer Price Index. Payments for leases in place before the date of adoption of ASC 842, Leases, were
determined based on previous lease guidance. The Company recognizes lease expense for its operating leases on a straight-line basis over the lease term and
variable lease expense not included in the lease payment measurement is recognized as incurred. Interest expense on finance leases is recognized using the
effective interest method over the lease term.
Pursuant to the accounting policy election, leases with an initial term of twelve months or less are not recognized on the balance sheet. The short-term
lease expense over the period reasonably reflects the Company’s short-term lease commitments.
ASC 842 requires the Company to make certain assumptions and judgments in applying the guidance, including determining whether an arrangement
includes a lease, determining the term of a lease when the contract has renewal or cancellation provisions, and determining the discount rate.
The Company determines whether an arrangement is a lease or includes a lease at the contract inception by evaluating whether the contract conveys
the right to control the use of an identified asset for a period of time in exchange for consideration. If the Company has the right to obtain substantially all of
the economic benefits from, and can direct the use of, the identified asset for a period of time, the Company accounts for the identified asset as a lease. The
Company has elected the practical expedient to not separate lease and non-lease components for all leases other than real estate leases. The primary non-lease
component that is combined with a lease component represents operating expenses, such as utilities, maintenance or management fees.
As the rate implicit in the lease is not usually available, the Company used an incremental borrowing rate based on the information available at the
adoption of ASC 842 in determining the present value of lease payments for existing leases. The Company has elected to use a portfolio approach for the
incremental borrowing rate, applying corporate bond rates to the leases. The Company calculated the appropriate rates with reference to the lease term and
lease currency. The Company uses information available at the lease commencement date to determine the incremental borrowing rate for any new leases.
The Company subleases certain real estate to its affiliates and to third parties. The value of these commitments is not material to the Company’s
Consolidated Financial Statements.
The Company has entered into a lease agreement for office space that has not yet commenced and for which the Company has significant involvement
in the design and construction of the underlying asset. Lease commencement will occur when the Company obtains control of the leased premises.
The Company has evaluated this arrangement under ASC 842 and considered the guidance in ASC 450, Contingencies. Based on this evaluation,
management concluded that no lease assets or liabilities and no loss contingencies were required to be recognized as of December 31, 2025.
After evaluating the Company’s leases, the Company determined that the carrying value of a certain asset was no longer recoverable and in fact was
impaired. The fair value of the asset was based on expected future cash flows under ASC 842, and approximately $1.4 million of impairment charges were
booked for the year ended December 31, 2024. Impairment charges are included in Occupancy and equipment in the Company’s Consolidated Statements of
Operations.
Supplemental information related to the Company’s operating and financing leases is as follows (in thousands):
Classification in Consolidated Statements
of Financial Condition
December 31, 2025
December 31, 2024
Assets
Operating lease ROU assets
Other assets
$
159,882 
$
114,456 
Finance lease ROU assets
Fixed assets, net
$
1,711 
$
2,959 
Liabilities
Operating lease liabilities
Accounts payable, accrued and other liabilities
$
195,093 
$
135,825 
Finance lease liabilities
Accounts payable, accrued and other liabilities
$
1,944 
$
3,249 

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December 31, 2025
December 31, 2024
Weighted-average remaining lease term
Operating leases (years)
6.9
6.8
Finance leases (years)
1.5
2.4
Weighted-average discount rate
Operating leases
4.6 %
5.5 %
Finance leases
4.6 %
4.4 %
The components of lease expense are as follows (in thousands):
Year Ended December 31,
Classification in Consolidated Statements
of Operations
2025
2024
2023
Operating lease cost
Occupancy and equipment
$
41,318 
$
33,884  $
35,894 
Finance lease cost
Amortization on ROU assets
Occupancy and equipment
$
1,276 
$
1,305  $
1,305 
Interest on lease liabilities
Interest expense
$
111 
$
168  $
219 
____________________________________
Short-term lease expense was not material for the years ended December 31, 2025, 2024 and 2023.
The following table shows the Company’s maturity analysis of its lease liabilities, net of payments to be received under a sublease as of December 31,
2025 (in thousands):
December 31, 2025
Operating leases
Finance leases
2026
$
34,679 
$
1,394 
2027
31,775 
627 
2028
27,618 
— 
2029
23,744 
— 
2030
15,945 
— 
2031 and thereafter
124,214 
— 
Total
$
257,975 
$
2,021 
Interest
(63,708)
(77)
Total
$
194,267 
$
1,944 
The following table shows cash flow information related to lease liabilities (in thousands):
Year Ended December 31,
Cash paid for amounts included in the measurement of lease liabilities
2025
2024
Operating cash flows from operating lease liabilities
$
39,797 
$
36,420 
Operating cash flows from finance lease liabilities
$
111 
$
168 
Financing cash flows from finance lease liabilities
$
1,303 
$
1,280 
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25.    Current Expected Credit Losses (CECL)
The allowance for credit losses reflects management’s current estimate of potential credit losses related to the receivable balances included in the
Company’s Consolidated Statements of Financial Condition. See Note 3—“Summary of Significant Accounting Policies” for further discussion of the CECL
reserve methodology.
As required, any subsequent changes to the allowance for credit losses are recognized in “Other expenses” in the Company’s Consolidated Statements
of Operations. During the years ended December 31, 2025, 2024 and 2023, the Company recorded changes in the allowance for credit losses as follows (in
millions):
Accrued
commissions and
other receivables, net
Loans, forgivable loans
and other receivables
from employees and
partners, net
Receivables from
broker-dealers,
clearing organizations,
customers and related
broker-dealers
Total
Beginning Balance, January 1, 2023
$
5.4 
$
2.5 
$
7.0 
$
14.9 
Current-period provision for expected credit losses
(0.4)
(0.2)
11.9 
11.3 
Ending Balance, December 31, 2023
5.0 
2.3 
18.9 
26.2 
Current-period provision for expected credit losses
1.2 
— 
2.1 
3.3 
Release of allowance for expected credit losses
— 
(2.3)
— 
(2.3)
Ending Balance, December 31, 2024
6.2 
— 
21.0 
27.2 
Current-period provision for expected credit losses
— 
— 
1.4 
1.4 
Release of allowance for expected credit losses
— 
— 
(4.4)
(4.4)
Ending Balance, December 31, 2025
$
6.2 
$
— 
$
18.0 
$
24.2 
For the year ended December 31, 2025, there was no change in the allowance for credit losses against “Accrued commissions and other receivables,
net.” For the year ended December 31, 2024, there was an increase of $1.2 million in the allowance for credit losses against “Accrued commissions and other
receivables, net.” For the year ended December 31, 2023, there was a decrease of $0.4 million in the allowance for credit losses against “Accrued commissions
and other receivables, net.”
For the year ended December 31, 2025, there was no change in the allowance for credit losses pertaining to “Loans, forgivable loans and other
receivables from employees and partners, net.” For the year ended December 31, 2024 there was a decrease of $2.3 million in the CECL reserve pertaining to
“Loans, forgivable loans and other receivables from employees and partners, net” as a result of the release of allowance for expected credit losses. For the year
ended December 31, 2023, there was a decrease of $0.2 million, in the allowance for credit losses against “Loans, forgivable loans and other receivables from
employees and partners, net.”
For the year ended December 31, 2025, there was a decrease of $3.0 million in the allowance for credit losses against “Receivables from broker-
dealers, clearing organizations, customers and related broker-dealers” which is primarily due to the release of allowance for expected credit losses, bringing the
allowance for credit losses recorded pertaining to “Receivables from broker-dealers, clearing organizations, customers and related broker-dealers” to
$18.0 million as of December 31, 2025. For the years ended December 31, 2024 and 2023, there were increases of $2.1 million and $11.9 million, respectively,
in the CECL reserve against “Receivables from broker-dealers, clearing organizations, customers and related broker-dealers” which reflected the downward
credit rating migration of certain unsettled trades related to Russia’s Invasion of Ukraine.

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26.    Supplemental Balance Sheet Information
The components of certain balance sheet accounts are as follows (in thousands):
Year Ended December 31,
2025
2024
Other assets:
Deferred tax asset
$
283,272 
$
273,299 
Operating lease ROU assets
159,882 
114,456 
Equity securities carried under measurement alternative
164,534 
135,835 
Other taxes
42,179 
36,218 
Prepaid expenses
40,736 
20,186 
Rent and other deposits
14,362 
12,299 
Other
18,190 
12,639 
Total other assets
$
723,155 
$
604,932 
Year Ended December 31,
2025
2024
Accounts payable, accrued and other liabilities:
Taxes payable
$
320,934 
$
351,154 
Accrued expenses and other liabilities
200,233 
176,811 
Lease liabilities
197,037 
139,074 
Deferred tax liability
36,429 
12,701 
Charitable contribution liability
17,330 
13,242 
Total accounts payable, accrued and other liabilities
$
771,963 
$
692,982 
27.    Subsequent Events
Fourth Quarter 2025 Dividend
On February  11, 2026, the Company’s Board declared a quarterly cash dividend of $0.02 per share for the fourth quarter of 2025, payable on
March 18, 2026 to BGC Class A and Class B common stockholders of record as of March 4, 2026.
Repayment of BGC Credit Agreement Borrowings
On January 9, 2026, we repaid in full the principal and interest related to the $20.0  million of borrowings outstanding under the BGC Credit
Agreement.
BGC Share Repurchase from Mr. Sean Windeatt
On January 22, 2026, Mr. Sean Windeatt, one of the Company’s Co-CEOs and Chief Operating Officer, sold 246,360 shares of BGC Class A common
stock to the Company in an exempt transaction made pursuant to Rule 16b-3 under the Exchange Act. The sale price per share of $9.17 was the closing price of
a share of BGC Class A common stock on January 22, 2026. The transaction was approved by the Audit Committee and was made pursuant to the Company’s
Share Repurchase Authorization.

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ITEM 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A.    CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
BGC Group maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed by BGC Group is
recorded, processed, accumulated, summarized and communicated to its management, including its Co-Chief Executive Officers and its Chief Financial
Officer, to allow timely decisions regarding required disclosures, and reported within the time periods specified in the SEC’s rules and forms. The Co-Chief
Executive Officers and the Chief Financial Officer have performed an evaluation of the effectiveness of the design and operation of BGC Group’s disclosure
controls and procedures as of December 31, 2025. Based on that evaluation, the Co-Chief Executive Officers and the Chief Financial Officer concluded that
BGC Group’s disclosure controls and procedures were effective as of December 31, 2025.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in
Exchange Act Rules 13a-15(f) and 15d-15(f). Under the supervision and with the participation of our management, including our Co-Chief Executive Officers
and our Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal controls over financial reporting as of December 31, 2025
based upon criteria set forth in the Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (2013 framework) (COSO). Our internal controls over financial reporting include policies and procedures that are intended to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with U.S.
GAAP.
As previously disclosed, BGC Group closed its acquisitions of OTC Global, Macro Hive and AMCOM on April  1, 2025, October 1, 2025 and
December 31, 2025, respectively. BGC Group is currently integrating OTC Global, Macro Hive and AMCOM into its operations and internal control processes.
SEC regulations allow companies to exclude acquisitions from their assessment of internal control over financial reporting during the first year following an
acquisition. Management has excluded the acquired operations of OTC Global, Macro Hive and AMCOM from its assessment of the effectiveness of BGC
Group’s internal control over financial reporting as of December 31, 2025. OTC Global, Macro Hive and AMCOM are included in our 2025 Consolidated
Financial Statements and constituted 4.2%, 0.0% and 0.0% of total assets, 3.3% -0.1% and -0.7% of net assets, respectively, as of December 31, 2025 and
11.6%, 0.0% and 0.0% of revenues, respectively for the year then ended.
Based on the results of our 2025 evaluation, our management concluded that our internal controls over financial reporting were effective as of
December 31, 2025.
The effectiveness of our internal controls over financial reporting as of December 31, 2025 has been audited by Ernst & Young LLP, an independent
registered public accounting firm, as stated in their report, which is included in this Annual Report on Form 10‑K. Such report expresses an unqualified opinion
on the effectiveness of the Company’s internal controls over financial reporting as of December 31, 2025.
We reviewed management’s conclusions on internal controls and the report of Ernst & Young LLP with our Audit Committee.
Changes in Internal Control over Financial Reporting
During the year ended December 31, 2025, other than the exclusion of OTC Global, Macro Hive and AMCOM as described above, there were no
changes in our internal controls over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial
reporting.

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ITEM 9B.    OTHER INFORMATION
10b5-1 Trading Arrangements
During the quarter ended December 31, 2025, none of the Company’s directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted
or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Item 408 of Regulation S-K.
ITEM 9C.    DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not Applicable

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PART III
ITEM 10.    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information appearing under “Election of Directors,” “Information about our Executive Officers,” and “Insider Trading Policy, Code of Business
Conduct and Ethics and Whistleblower Procedures” in the Company’s Amendment No. 1 to the Form 10-K for the fiscal year ended 2025 or the 2026 Proxy
Statement is hereby incorporated by reference in response to this Item 10. We anticipate that we will file the Company’s Amendment No. 1 to the Form 10-K
for the fiscal year ended 2025 or the 2026 Proxy Statement with the SEC on or before April 30, 2026.
ITEM 11.    EXECUTIVE COMPENSATION
The information appearing under “Compensation Discussion and Analysis,” “Compensation Committee Report,” “Executive Compensation” and
“Compensation Committee Interlocks and Insider Participation” in the Company’s Amendment No. 1 to the Form 10-K for the fiscal year ended 2025 or the
2026 Proxy Statement is hereby incorporated by reference in response to this Item 11.
ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
The information appearing under “Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plan Information
as of December 31, 2025” in the Company’s Amendment No. 1 to the Form 10-K for the fiscal year ended 2025 or the 2026 Proxy Statement is hereby
incorporated by reference in response to this Item 12.
ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information appearing under “Certain Relationships and Related Transactions and Director Independence” and “Election of Directors—
Independence of Directors” in the Company’s Amendment No. 1 to the Form 10-K for the fiscal year ended 2025 or the 2026 Proxy Statement is hereby
incorporated by reference in response to this Item 13.
ITEM 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information appearing under “Independent Registered Public Accounting Firm Fees” and “Audit Committee Pre-Approval Policies and
Procedures” in the Company’s Amendment No. 1 to the Form 10-K for the fiscal year ended 2025 or the 2026 Proxy Statement is hereby incorporated by
reference in response to this Item 14.

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PART IV
ITEM 15.    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) (1) Financial Statements. The Consolidated Financial Statements required to be filed in this Annual Report on Form 10‑K are included in Part II,
Item 8 hereof.
(a) (2) Schedule I, Parent Company Only Financial Statements. All other schedules are omitted because they are not applicable or not required, or the
required information is in the financial statements or the notes thereto.
(a) (3) The Exhibit Index set forth below is incorporated by reference in response to this Item 15.
The following exhibits are filed as part of this Annual Report on Form 10-K as required by Regulation S-K. The exhibits designated by a dagger (†)
are management contracts and compensation plans and arrangements required to be filed as exhibits to this Annual Report on Form 10-K. Certain schedules
and exhibits designated by one asterisk (*) have been omitted pursuant to Item 601(a)(5) of Regulation S-K promulgated by the SEC. Certain schedules and
exhibits designated by two asterisks (**) have been omitted pursuant to Item 601(b)(2) of Regulation S-K promulgated by the SEC. The Company agrees to
furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.
EXHIBIT INDEX
Exhibit
Number
Exhibit Title
2.1
Agreement and Plan of Merger, dated as of May 29, 2007, by and among eSpeed, Inc., BGC Partners, Inc., Cantor Fitzgerald, L.P., BGC
Partners, L.P., BGC Global Holdings, L.P. and BGC Holdings, L.P. (incorporated by reference to BGC Partners, Inc.’s. Definitive Proxy
Statement on Schedule 14A filed with the SEC on February 11, 2008)
2.2
Amendment No. 1, dated as of November 5, 2007, to the Agreement and Plan of Merger, dated as of May 29, 2007, by and among eSpeed,
Inc., BGC Partners, Inc., Cantor Fitzgerald, L.P., BGC Partners, L.P., BGC Global Holdings, L.P. and BGC Holdings, L.P. (incorporated by
reference to BGC Partners, Inc.’s. Definitive Proxy Statement on Schedule 14A filed with the SEC on February 11, 2008)
2.3
Amendment No. 2, dated as of February 1, 2008, to the Agreement and Plan of Merger, dated as of May 29, 2007, by and among eSpeed,
Inc., BGC Partners, Inc., Cantor Fitzgerald, L.P., BGC Partners, L.P., BGC Global Holdings, L.P. and BGC Holdings, L.P. (incorporated by
reference to BGC Partners, Inc.’s. Definitive Proxy Statement on Schedule 14A filed with the SEC on February 11, 2008)
2.4**
Separation Agreement, dated as of March 31, 2008, by and among Cantor Fitzgerald, L.P., BGC Partners, LLC, BGC Partners, L.P., BGC
Global Holdings, L.P. and BGC Holdings, L.P. (incorporated by reference to Exhibit 2.4 to BGC Partners, Inc.’s. Current Report on Form 8-
K filed with the SEC on April 7, 2008)
2.5**
Purchase Agreement, dated as of April 1, 2013, by and among BGC Partners, Inc., BGC Partners, L.P., The NASDAQ OMX Group, Inc., and
for certain limited purposes, Cantor Fitzgerald, L.P. (incorporated by reference to Exhibit 2.1 to BGC Partners, Inc.’s. Quarterly Report on
Form 10-Q filed with the SEC on August 8, 2013)
2.6**
Tender Offer Agreement executed by BGC Partners, Inc., BGC Partners, L.P. and GFI Group Inc., dated February 19, 2015 (incorporated by
reference to Exhibit 2.1 to BGC Partners, Inc.’s. Current Report on Form 8-K filed with the SEC on February 25, 2015)
2.7
Stock Purchase Agreement by and among GFINet, Inc., GFI TP Holdings Pte Ltd, Intercontinental Exchange, Inc., and, solely for the
purposes set forth therein, GFI Group Inc. and BGC Partners, Inc. (incorporated by reference to Exhibit 10.1 to BGC Partners, Inc.’s. Current
Report on Form 8-K filed with the SEC on November 18, 2015)
2.8**
Agreement and Plan of Merger, dated December 22, 2015, by and among BGC Partners, Inc., JPI Merger Sub 1, Inc., JPI Merger Sub 2,
LLC, Jersey Partners Inc., New JP Inc., Michael Gooch and Colin Heffron (incorporated by reference to Exhibit 2.1 to BGC Partners, Inc.’s.
Current Report on Form 8-K filed with the SEC on December 23, 2015)
2.9**
Transaction Agreement, dated as of July 17, 2017, by and among BGC Partners, Inc. BGC Partners, L.P., Cantor Fitzgerald, L.P., Cantor
Commercial Real Estate Company, L.P., Cantor Sponsor, L.P., CF Real Estate Finance Holdings, L.P. and CF Real Estate Finance Holdings
GP, LLC (incorporated by reference to Exhibit 2.1 to BGC Partners, Inc.’s. Current Report on Form 8-K filed with the SEC on July 21, 2017)

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Exhibit
Number
Exhibit Title
2.10**
Amended and Restated Separation and Distribution Agreement, dated as of November 23, 2018, by and among Cantor Fitzgerald, L.P., BGC
Partners, Inc., BGC Holdings, L.P., BGC Partners, L.P., BGC Global Holdings, L.P., Newmark Group, Inc., Newmark Holdings, L.P. and
Newmark Partners, L.P. (incorporated by reference to Exhibit 2.1 to BGC Partners, Inc.’s Current Report on Form 8-K filed on November
27, 2018)
2.11
Agreement for the Sale and Purchase of the Share Capital of Ed Broking Group Limited and Besso Insurance Group Limited, Dated May 26,
2021, by and Among Tower Bridge (One) Limited, Ardonagh Specialty Holdings 2 Limited, The Ardonagh Group Limited and BGC
Partners, Inc. (incorporated by reference to Exhibit 2.1 to BGC Partners, Inc.’s. Quarterly Report on Form 10-Q filed with the SEC on
August 6, 2021)
2.12
Deed of Variation in Respect of the Agreement for the Sale and Purchase of the Share Capital of Ed Broking Group Limited and Besso
Insurance Group Limited, dated August 25, 2021, by and among Tower Bridge (One) Limited, Ardonagh Specialty Holdings 2 Limited, The
Ardonagh Group Limited and BGC Partners, Inc. (incorporated by reference to Exhibit 2.2 to BGC Partners, Inc. Quarterly Report on Form
10-Q filed with the SEC on November 8, 2021)
2.13
Deed of Variation in Respect of the Agreement for the Sale and Purchase of the Share Capital of Ed Broking Group Limited and Besso
Insurance Group Limited, dated October 31, 2021, by and among Tower Bridge (One) Limited, Ardonagh Specialty Holdings 2 Limited, The
Ardonagh Group Limited and BGC Partners, Inc. (incorporated by reference to Exhibit 2.3 to BGC Partners, Inc.’s. Quarterly Report on
Form 10-Q filed with the SEC on November 8, 2021)
2.14*
Corporate Conversion Agreement, dated as of November 15, 2022, by and among BGC Partners, Inc., BGC Group, Inc., BGC Holdings,
L.P., BGC GP, LLC, BGC Partners II, Inc., BGC Partners II, LLC, BGC Holdings Merger Sub, LLC and, solely for the purposes of certain
provisions therein, Cantor Fitzgerald, L.P. (incorporated by reference to Exhibit 2.1 to BGC Partners, Inc.’s Current Report on Form 8-K
filed with the SEC on November 16, 2022)
2.15
Amendment to the Corporate Conversion Agreement, dated as of March 29, 2023, by and among BGC Partners, Inc., BGC Group, Inc., BGC
Holdings, L.P., BGC GP, LLC, BGC Partners II, Inc., BGC Partners II, LLC, BGC Holdings Merger Sub, LLC and, solely for the purposes
of certain provisions therein, Cantor Fitzgerald, L.P. (incorporated by reference to Exhibit 2.15 to BGC Partners, Inc.’s Annual Report on
Form 10-K/A filed with the SEC on April 28, 2023)
3.1
Amended and Restated Certificate of Incorporation of BGC Group, Inc. (incorporated by reference to Exhibit 3.1 to BGC Group, Inc.’s.
Current Report on Form 8-K12B filed with the SEC on July 3, 2023)
3.2
Amended and Restated Bylaws of BGC Group, Inc. (incorporated by reference to Exhibit 3.2 to BGC Group, Inc.’s Current Report on Form
8-K12B filed with the SEC on July 3, 2023)
4.1
Description of BGC Group, Inc.’s Securities Registered under Section 12 of the Securities Exchange Act of 1934, as amended
4.2
Indenture, dated as of September 27, 2019, between BGC Partners, Inc. and Wells Fargo Bank, National Association, as trustee (incorporated
by reference to Exhibit 4.1 to BGC Partners, Inc.’s Form 8-K filed with the SEC on September 30, 2019)
4.3
Third Supplemental Indenture, dated as of May 25, 2023, between BGC Partners, Inc. and Computershare Trust Company, N.A. as successor
to Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.2 to BGC Partners, Inc.’s Current Report on
Form 8-K filed with the SEC on May 25, 2023)
4.4
Form of BGC Partners, Inc. 8.000% Senior Notes due 2028 (incorporated by reference to Exhibit 4.3 to BGC Partners, Inc.’s Current Report
on Form 8-K filed with the SEC on May 25, 2023)
4.5
Fourth Supplemental Indenture, dated as of September 19, 2023, between BGC Partners, Inc. and Computershare Trust Company, National
Association, as successor to Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 of BGC Group,
Inc.’s Current Report on Form 8-K filed with the SEC on October 6, 2023)
4.6
Indenture, dated as of October 6, 2023, between BGC Group, Inc. and UMB Bank, N.A., as trustee (incorporated by reference to Exhibit 4.2
of BGC Group, Inc.’s Current Report on Form 8-K filed with the SEC on October 6, 2023)
4.7
Third Supplemental Indenture, dated as of October 6, 2023, between BGC Group, Inc. and UMB Bank, N.A., as trustee (incorporated by
reference to Exhibit 4.5 of BGC Group, Inc.’s Current Report on Form 8-K filed with the SEC on October 6, 2023)
4.8
Form of BGC Group, Inc.’s 8.000% Senior Notes due 2028 (incorporated by reference to Exhibit 4.5 of BGC Group, Inc.’s Current Report
on Form 8-K filed with the SEC on October 6, 2023)

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Exhibit
Number
Exhibit Title
4.9
Indenture, dated as of June 10, 2024, between BGC Group, Inc. and Wilmington Trust, National Association, as trustee (incorporated by
reference to Exhibit 4.1 to BGC Group, Inc.’s Current Report on Form 8-K filed with the SEC on June 10, 2024)
4.10
First Supplemental Indenture, dated as of June 10, 2024, between BGC Group, Inc. and Wilmington Trust, National Association, as trustee
(incorporated by reference to Exhibit 4.2 to BGC Group, Inc.’s Current Report on Form 8-K filed with the SEC on June 10, 2024)
4.11
Form of BGC Group, Inc. 6.600% Senior Notes due 2029 (incorporated by reference to Exhibit 4.2 to BGC Group, Inc’s Current Report on
Form 8-K filed with the SEC on June 10, 2024)
4.12
Indenture, dated as of April 2, 2025, between BGC Group, Inc. and The Huntington National Bank, as trustee (incorporated by reference to
Exhibit 4.1 to BGC Group, Inc.’s Current Report on Form 8-K filed with the SEC on April 2, 2025)
4.13
First Supplemental Indenture, dated as of April 2, 2025, between BGC Group, Inc. and The Huntington National Bank, as trustee
(incorporated by reference to Exhibit 4.2 to BGC Group, Inc.’s Current Report on Form 8-K filed with the SEC on April 2, 2025)
4.14
Form of BGC Group, Inc. 6.150% Senior Notes due 2030 (incorporated by reference to Exhibit 4.3 to BGC Group, Inc.’s Current Report on
Form 8-K filed with the SEC on April 2, 2025)
10.1
Amended, Restated and Consolidated Registration Rights Agreement, dated as of July 1, 2023, by and between BGC Group, Inc. and Cantor
Fitzgerald, L.P. (incorporated by reference to Exhibit 10.3 to BGC Group, Inc.’s Current Report on Form 8-K12B filed with the SEC on July
3, 2023)
10.2
Amended and Restated Administrative Services Agreement, dated as of July 1, 2023, by and between Cantor Fitzgerald, L.P. and BGC
Group, Inc. (incorporated by reference to Exhibit 10.4 to BGC Group, Inc.’s Current Report on Form 8-K12B filed with the SEC on July 3,
2023)
10.3
Amended and Restated Administrative Services Agreement, dated as of July 1, 2023, by and among Tower Bridge International Services L.P.
and BGC Group, Inc. (incorporated by reference to Exhibit 10.5 to BGC Group, Inc.’s Current Report on Form 8-K12B filed with the SEC
on July 3, 2023)
10.4
Form of Regulated Entity Administrative Services Agreement (incorporated by reference to Exhibit 10.6 to BGC Group, Inc.’s Current
Report on Form 8-K12B filed with the SEC on July 3, 2023)
10.5
License Agreement, dated as of April 1, 2008, by and between BGC Partners, Inc. and Cantor Fitzgerald, L.P. (incorporated by reference to
Exhibit 10.10 to BGC Partners, Inc.’s Current Report on Form 8-K filed with the SEC on April 7, 2008)
10.6
Clearing Services Agreement, dated May 9, 2006, between Cantor Fitzgerald & Co. and BGC Financial, Inc. (incorporated by reference to
Exhibit 10.1 to BGC Partners Inc.’s Quarterly Report on Form 10-Q filed with the SEC on November 10, 2008)
10.7
Amendment to Clearing Services Agreement, dated November  7, 2008, between Cantor Fitzgerald  & Co. and BGC Financial, Inc.
(incorporated by reference to Exhibit 10.2 to BGC Partners, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on November 10,
2008)
10.8
Second Amendment, dated August 16, 2010, to the Clearing Services Agreement, dated May 9, 2006, between Cantor Fitzgerald & Co. and
BGC Financial, Inc. (incorporated by reference to Exhibit 10.3 to BGC Partners, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on
August 7, 2020)
10.9
Third Amendment, dated June 16, 2020, to the Clearing Services Agreement, dated May 9, 2006, between Cantor Fitzgerald & Co. and BGC
Financial, Inc. (incorporated by reference to Exhibit 10.4 to BGC Partners, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on
August 7, 2020)
10.10
Fourth Amendment, dated as of June 7, 2024, to the Clearing Services Agreement, dated May 9, 2006, between Cantor Fitzgerald & Co. and
BGC Financial, Inc. (incorporated by reference to Exhibit 10.3 to BGC Group, Inc.’s Current Report on Form 8-K filed with the SEC on
June 10, 2024)
10.11
Agreement dated November 5, 2008 between BGC Partners, Inc. and Cantor Fitzgerald, L.P. regarding clearing capital (incorporated by
reference to Exhibit 10.3 to BGC Partners, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on November 10, 2008)
10.12
First Amendment, dated June 16, 2020, to the Agreement between BGC Partners, Inc. and Cantor Fitzgerald, L.P. regarding clearing capital,
dated November 5, 2008 (incorporated by reference to Exhibit 10.5 to BGC Partners, Inc.’s Quarterly Report on Form 10-Q filed with the
SEC on August 7, 2020)

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Exhibit
Number
Exhibit Title
10.13
Assignment, Assumption and Second Amendment, dated as of June 7, 2024, by and between BGC Group, Inc., BGC Partners, Inc., and
Cantor Fitzgerald, L.P., to the Clearing Capital Agreement, dated November 5, 2008, between BGC Partners, Inc. and Cantor Fitzgerald, L.P.
(incorporated by reference to Exhibit 10.4 to BGC Group, Inc.’s Current Report on Form 8-K filed with the SEC on June 10, 2024)
10.14†
Amended and Restated Change in Control Agreement dated August 3, 2011 between Howard W. Lutnick and BGC Partners, Inc.
(incorporated by reference to Exhibit 10.1 to BGC Partners, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on August 8, 2011)
10.15†
Amended and Restated Change in Control Agreement dated August 3, 2011 between Stephen M. Merkel and BGC Partners, Inc.
(incorporated by reference to Exhibit 10.2 to BGC Partners, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on August 8, 2011)
10.16†
Amended and Restated Deed of Adherence, dated as of January 22, 2014, between Sean Windeatt and BGC Services (Holdings) LLP
(incorporated by reference to Exhibit 10.1 to BGC Partners, Inc.’s Current Report on Form 8-K filed with the SEC on January 28, 2014)
10.17†
Deed of Amendment, dated February 24, 2017, to the Amended and Restated Deed of Adherence, between Sean A. Windeatt and BGC
Services (Holdings) LLP (incorporated by reference to Exhibit 10.86 to BGC Partners, Inc.’s Annual Report on Form 10‑K filed with the
SEC on February 28, 2017)
10.18†
Deed of Amendment, dated November 5, 2020, to the Amended and Restated Deed of Adherence, between Sean A. Windeatt and BGC
Services (Holdings) LLP (incorporated by reference to Exhibit 10.2 to BGC Partners, Inc.’s Quarterly Report on Form 10-Q filed with the
SEC on November 6, 2020)
10.19†
Consultancy Agreement, dated February 24, 2017, between Sean A. Windeatt and BGC Services (Holdings) LLP (incorporated by reference
to Exhibit 10.87 to BGC Partners, Inc.’s Annual Report on Form 10‑K filed with the SEC on February 28, 2017)
10.20†
Amendment, dated November 5, 2020, to the Consultancy Agreement, dated February 24, 2017, between Sean A. Windeatt and BGC
Services (Holdings) LLP (incorporated by reference to Exhibit 10.3 to BGC Partners, Inc.’s Quarterly Report on Form 10-Q filed with the
SEC on November 6, 2020)
10.21†
Deed of Amendment, dated July 12, 2023, to the Amended and Restated Deed of Adherence, between Sean A. Windeatt and BGC Services
(Holdings) LLP (incorporated by reference to Exhibit 10.1 to BGC Group, Inc.’s Current Report on Form 8-K filed with the SEC on July 13,
2023)
10.22
Letter Agreement, dated as of August 24, 2015, among BGC Partners, Inc., BGC Partners, L.P. and GFI Group Inc., relating to shareholder
litigation and the Tender Offer Agreement (incorporated by reference to Exhibit 10.1 to BGC Partners, Inc.’s Quarterly Report on Form 10-Q
filed with the SEC on November 9, 2015)
10.23†
BGC Group, Inc. Long Term Incentive Plan (incorporated by reference to Exhibit 10.1 to BGC Group, Inc.’s Current Report on Form 8-
K12B filed with the SEC on July 3, 2023)
10.24†
BGC Group, Inc. Incentive Bonus Compensation Plan (incorporated by reference to Exhibit 10.2 to BGC Group, Inc.’s Current Report on
Form 8-K12B filed with the SEC on July 3, 2023)
10.25
Amended and Restated Agreement of Limited Partnership of CF Real Estate Finance Holdings, L.P., dated as of September 8, 2017
(incorporated by reference to Exhibit 10.1 to BGC Partners, Inc.’s Current Report on Form 8-K filed with the SEC on September 8, 2017)
10.26**
Second Amended and Restated Agreement of Limited Partnership of BGC Holdings, L.P., dated as of December 13, 2017 (incorporated by
reference to Exhibit 10.1 to BGC Partners, Inc.’s Current Report on Form 8-K filed with the SEC on December 19, 2017)
10.27
Amendment No. 1, dated November 8, 2018, to the Second Amended and Restated Agreement of Limited Partnership of BGC Holdings, L.P.
(incorporated by reference to Exhibit 10.6 to BGC Partners, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on November 8, 2018)
10.28**
Second Amended and Restated Agreement of Limited Partnership of BGC Partners, L.P., dated as of December 13, 2017 (incorporated by
reference to Exhibit 10.4 to BGC Partners, Inc.’s Current Report on Form 8-K filed with the SEC on December 19, 2017)
10.29**
Second Amended and Restated Agreement of Limited Partnership of BGC Global Holdings, L.P., dated as of December 13, 2017
(incorporated by reference to Exhibit 10.5 to BGC Partners, Inc.’s Current Report on Form 8-K filed with the SEC on December 19, 2017)
10.30
Second Amendment, dated as of March 10, 2023, to the Second Amended and Restated Agreement of Limited Partnership of BGC Holdings,
L.P., dated as of December 13, 2017 (incorporated by reference to Exhibit 10.1 to BGC Partners, Inc.’s Current Report on Form 8-K filed
with the SEC on March 14, 2023)

Table of Contents
Exhibit
Number
Exhibit Title
10.31
Tax Matters Agreement, dated as of December 13, 2017, by and among BGC Partners, Inc., BGC Holdings, L.P., BGC Partners, L.P.,
Newmark Group, Inc., Newmark Holdings, L.P. and Newmark Partners, L.P. (incorporated by reference to Exhibit 10.8 to BGC Partners,
Inc.’s Current Report on Form 8-K filed with the SEC on December 19, 2017)
10.32
Credit Agreement, dated as of March 19, 2018, by and between BGC Partners, Inc. and Cantor Fitzgerald, L.P. (incorporated by reference to
Exhibit 10.1 to BGC Partners, Inc.’s Current Report on Form 8-K filed with the SEC on March 23, 2018)
10.33
Amendment, dated August 6, 2018, to the Credit Agreement, dated as of March 19, 2018, by and between BGC Partners, Inc. and Cantor
Fitzgerald, L.P. (incorporated by reference to Exhibit 10.1 to BGC Partners, Inc.’s Current Report on Form 8-K filed with the SEC on August
7, 2018)
10.34
Second Amendment, dated as of March 8, 2024, to the Credit Agreement, dated as of March 19, 2018, as amended as of August 6, 2018 and
as assumed by BGC Group, Inc. as of October 6, 2023, by and between BGC Partners, Inc. and Cantor Fitzgerald, L.P. (incorporated by
reference to Exhibit 10.1 to BGC Group, Inc.’s Current Report on Form 8-K filed with the SEC on March 12, 2024)
10.35
Third Amendment, dated as of June 7, 2024, by and between BGC Group, Inc. and Cantor Fitzgerald, L.P., to the Credit Agreement, by and
between BGC Partners, Inc. and Cantor Fitzgerald, L.P., dated as of March 19, 2018, as amended as of August 16, 2018, assumed by BGC
Group, Inc. as of October 6, 2023, and amended as of March 8, 2024 (incorporated by reference to Exhibit 10.2 BGC Group, Inc.’s Current
Report on Form 8-K filed with the SEC on June 10, 2024)
10.36
Amended and Restated Credit Agreement, dated as of March 19, 2018, by and between BGC Partners, Inc. and Newmark Group, Inc.
(incorporated by reference to Exhibit 10.2 to BGC Partners, Inc.’s Current Report on Form 8-K filed with the SEC on March 23, 2018)
10.37
Credit Agreement, dated as of November 28, 2018, by and among BGC Partners, Inc., as the Borrower, certain subsidiaries of the Borrower,
as Guarantors, the several financial institutions from time to time as parties thereto, as Lenders, and Bank of America, N.A., as
Administrative Agent (incorporated by reference to Exhibit 10.1 to BGC Partners, Inc.’s Current Report on Form 8-K filed with the SEC on
November 30, 2018)
10.38
First Amendment, dated December 11, 2019, to the Credit Agreement, dated as of November 28, 2018, by and among BGC Partners, Inc., as
the Borrower, certain subsidiaries of the Borrower, as Guarantors, the several financial institutions from time to time as parties thereto, as
Lenders, and Bank of America, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to BGC Partners, Inc.’s Current
Report on Form 8-K filed with the SEC on December 13, 2019)
10.39
Second Amendment, dated February 26, 2020, to the Credit Agreement, dated as of November 28, 2018, by and among BGC Partners, Inc.,
as the Borrower, certain subsidiaries of the Borrower, as Guarantors, the several financial institutions from time to time as parties thereto, as
Lenders, and Bank of America, N.A., as the Administrative Agent. (incorporated by reference to Exhibit 10.47 to BGC Partners, Inc.’s
Annual Report on Form 10‑K filed with the SEC on March 1, 2021)
10.40
Assignment and Assumption Agreement, dated as of October 6, 2023, by and between BGC Group, Inc., BGC Partners, Inc., and Cantor
Fitzgerald, L.P., relating to the Credit Agreement, dated as of March 19, 2018, as amended as of August 6, 2018, by and between BGC
Partners, Inc. and Cantor Fitzgerald, L.P. (incorporated by reference to Exhibit 10.3 to BGC Group, Inc.’s Current Report on Form 8-K filed
with the SEC on October 6, 2023)
10.41*
Support Agreement, dated as of November 15, 2022, by and among BGC Partners, Inc. and Cantor Fitzgerald, L.P. (incorporated by
reference to Exhibit 10.1 to BGC Partners, Inc.’s Current Report on Form 8-K filed with the SEC on November 16, 2022)
10.42
Second Amended and Restated Credit Agreement, dated as of April 26, 2024, by and among BGC Group, Inc., as the Borrower, certain
subsidiaries of the Borrower, as Guarantors, the several financial institutions from time to time as parties thereto, as Lenders, and Bank of
America, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to BGC Group, Inc.’s Current Report on Form 8-K filed
with the SEC on April 30, 2024)
10.43
First Amendment to Second Amended and Restated Credit Agreement, dated as of December 6, 2024, by and among BGC Group, Inc., as the
Borrower, the several financial institutions from time to time as parties thereto, as Lenders, and Bank of America, N.A., as Administrative
Agent (incorporated by reference to Exhibit 10.1 to BGC Group, Inc.’s Current Report on Form 8-K filed with the SEC on December 6,
2024)
10.44†
Amended and Restated Employment Agreement dated February 18, 2025, by and between John Abularrage and BGC Financial, L.P.
(incorporated by reference to Exhibit 10.1 to BGC Group, Inc.’s Current Report on Form 8-K filed with the SEC on February 19, 2025)

Table of Contents
Exhibit
Number
Exhibit Title
10.45†
Amended and Restated Bonus Letter, dated February 18, 2025, by and between John Abularrage and BGC Financial, L.P. (incorporated by
reference to Exhibit 10.2 to BGC Group, Inc.’s Current Report on Form 8-K filed with the SEC on February 19, 2025)
10.46†
Amended and Restated Employment Agreement, dated February 18, 2025, by and between JP Aubin and BGC Brokers L.P. (incorporated by
reference to Exhibit 10.3 to BGC Group, Inc.’s Current Report on Form 8-K filed with the SEC on February 19, 2025)
10.47†
Amended and Restated Consultancy Contract, dated February 18, 2025, by and between JP Aubin and BGC Services (Holdings) LLP
(incorporated by reference to Exhibit 10.4 to BGC Group, Inc.’s Current Report on Form 8-K filed with the SEC on February 19, 2025)
10.48†
Deed of Amendment, dated February 18, 2025, to the Amended and Restated Deed of Adherence, between Sean A. Windeatt and BGC
Services (Holdings) LLP (incorporated by reference to Exhibit 10.5 to BGC Group, Inc.’s Current Report on Form 8-K filed with the SEC on
February 19, 2025)
10.49
Registration Rights Agreement, dated as of April 2, 2025, between BGC Group, Inc. and the parties named therein (incorporated by reference
to Exhibit 10.1 to BGC Group, Inc.’s Current Report on Form 8-K filed with the SEC on April 2, 2025)
19.1
BGC Group, Inc. Insider Trading Policy (incorporated by reference to Exhibits 19.1 to BGC Group, Inc.’s Annual Report on Form 10-K filed
with the SEC on March 3, 2025)
21.1
List of subsidiaries of BGC Group, Inc.
23.1
Consent of Ernst & Young LLP
31.1
Certification of Co-Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2
Certification of Co-Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.3
Certification of Co-Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.4
Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1
Certification by the Principal Executive Officers and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
97.1
BGC Group, Inc. Compensation Recovery Policy (incorporated by reference to Exhibit 97.1 to BGC Group, Inc.’s Annual Report on Form
10-K filed with the SEC on February 29, 2024)
101
The following materials from BGC Group, Inc.’s Annual Report on Form 10-K for the period ended December 31, 2025 are formatted in
inline eXtensible Business Reporting Language (iXBRL): (i)  the Consolidated Statements of Financial Condition, (ii)  the Consolidated
Statements of Operations, (iii) the Consolidated Statements of Comprehensive Income (Loss), (iv) the Consolidated Statements of Cash
Flows, (v) the Consolidated Statements of Changes in Equity, (vi) Notes to the Consolidated Financial Statements, and (vii) Schedule I,
Parent Company Only Financial Statements. The XBRL Instance document does not appear in the Interactive Data File because its XBRL
tags are embedded within the iXBRL document
104
The cover page from this Annual Report on Form 10‑K, formatted in inline XBRL (included in Exhibit 101)
ITEM 16.    FORM 10‑K SUMMARY
Not Applicable

Table of Contents
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form
10‑K for the fiscal year ended December 31, 2025 to be signed on its behalf by the undersigned, thereunto duly authorized, on the 2nd day of March, 2026.
BGC Group, Inc.
By:
/S/ SEAN A. WINDEATT
Name:
Sean A. Windeatt
Title:
Co-Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10‑K has been signed below by the following
persons on behalf of the registrant, BGC Group, Inc., in the capacities and on the date indicated.
Signature
Capacity in Which Signed
Date
/S/ SEAN A. WINDEATT
Co-Chief Executive Officer
March 2, 2026
Sean A. Windeatt
( Co-Principal Executive Officer)
/S/ JOHN J. ABULARRAGE
Co-Chief Executive Officer
March 2, 2026
John J. Abularrage
( Co-Principal Executive Officer)
/S/ JP AUBIN
Co-Chief Executive Officer
March 2, 2026
JP Aubin
( Co-Principal Executive Officer)
/S/ JASON W. HAUF
Chief Financial Officer
March 2, 2026
Jason W. Hauf
(Principal Financial and Accounting Officer)
/S/ STEPHEN M. MERKEL
Chairman of the Board of Directors
March 2, 2026
Stephen M. Merkel
/S/ BRANDON G. LUTNICK
Director
March 2, 2026
Brandon G. Lutnick
/S/ LINDA A. BELL
Director
March 2, 2026
Linda A. Bell
/S/ WILLIAM D. ADDAS
Director
March 2, 2026
William D. Addas
/S/ DAVID P. RICHARDS
Director
March 2, 2026
David P. Richards
/S/ ARTHUR U. MBANEFO
Director
March 2, 2026
Arthur U. Mbanefo
[Signature page to the Annual Report on Form 10‑K for the period ended December 31, 2025 dated March 2, 2026.]

Table of Contents
BGC GROUP, INC.
(Parent Company Only)
STATEMENTS OF FINANCIAL CONDITION
(in thousands, except share and per share data)
 
December 31, 2025
December 31, 2024
Assets
Cash and cash equivalents
$
23 
$
70 
Investments in subsidiaries
724,686 
643,778 
Receivables from related parties
17,330 
13,242 
Notes receivable from related parties
1,793,403 
1,323,458 
Other assets
247,225 
255,085 
Total assets
$
2,782,667 
$
2,235,633 
Liabilities and Stockholders’ Equity
Short-term borrowings from related parties
$
20,000 
$
— 
Accounts payable, accrued and other liabilities
16,781 
13,668 
Notes payable and other borrowings
1,773,403 
1,323,458 
Total liabilities
1,810,184 
1,337,126 
Commitments, contingencies and guarantees (Note 2)
Total stockholders’ equity
972,483 
898,507 
Total liabilities and stockholders’ equity
$
2,782,667 
$
2,235,633 
See accompanying Notes to Financial Statements.

Table of Contents
BGC GROUP, INC.
(Parent Company Only)
STATEMENTS OF OPERATIONS
(in thousands, except per share data)
 
Successor
Predecessor
 
Year Ended December
31, 2025
Year Ended December
31, 2024
Six Months Ended
December 31, 2023
Six Months Ended
June 30, 2023
Revenues:
 
Other revenues
$
528  $
1,062  $
394 
$
797 
Interest and dividend income
119,233 
81,066 
17,528 
30,700 
Total revenue
119,761 
82,128 
17,922 
31,497 
Expenses:
Interest expense
119,233 
81,066 
17,528 
30,700 
Total expenses
119,233 
81,066 
17,528 
30,700 
Income from operations before income taxes
528 
1,062 
394 
797 
Equity income (loss) of subsidiaries
115,113 
58,426 
(6,397)
(9,767)
Provision (benefit) for income taxes
(39,321)
(67,500)
(42,994)
(8,244)
Net income (loss) available to common stockholders
$
154,962  $
126,988  $
36,991 
$
(726)
Per share data:
Basic earnings (loss) per share
Net income (loss) attributable to common stockholders
$
148,628  $
121,215  $
34,796 
$
(726)
Basic earnings (loss) per share
$
0.31  $
0.26  $
0.08 
$
0.00 
Basic weighted-average shares of common stock outstanding
476,364 
473,390 
426,436 
383,528 
Fully diluted earnings (loss) per share
Net income (loss) for fully diluted shares
$
148,675  $
121,268  $
34,669 
$
(726)
Fully diluted earnings (loss) per share
$
0.31  $
0.25  $
0.07 
$
0.00 
Fully diluted weighted-average shares of common stock
outstanding
480,950 
479,142 
489,989 
383,528 
See accompanying Notes to Financial Statements.

Table of Contents
BGC GROUP, INC.
(Parent Company Only)
STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
 
Successor
Predecessor
 
Year Ended December
31, 2025
Year Ended December
31, 2024
Six Months Ended
December 31, 2023
Six Months Ended
June 30, 2023
Net income (loss) available to common stockholders
$
154,962  $
126,988 
$
36,991 
$
(726)
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustments
19,208 
(21,267)
2,546 
4,303 
Total other comprehensive (loss) income, net of tax
19,208 
(21,267)
2,546 
4,303 
Comprehensive income attributable to common stockholders
$
174,170  $
105,721 
$
39,537 
$
3,577 
See accompanying Notes to Financial Statements.

Table of Contents
BGC GROUP, INC.
(Parent Company Only)
STATEMENTS OF CASH FLOWS
(in thousands)
 
Successor
Predecessor
 
Year Ended
December 31, 2025
Year Ended
December 31, 2024
Six Months Ended
December 31, 2023
Six Months Ended
June 30, 2023
CASH FLOWS FROM OPERATING ACTIVITIES:
 
 
Net income (loss) available to common stockholders
$
154,962 
$
126,988 
$
36,991 
$
(726)
Adjustments to reconcile net income (loss) to net cash used in operating
activities:
Amortization of deferred financing costs
4,803 
1,166 
774 
1,461 
Equity (income) loss of subsidiaries
(154,962)
(126,988)
(36,991)
726 
Deferred tax (benefit) expense
(19,369)
(67,500)
(51,527)
— 
Decrease (increase) in operating assets:
Investments in subsidiaries
274,444 
384,934 
207,931 
(552)
Receivables from related parties
(4,088)
(498)
(12,744)
253 
Notes receivable from related party
(469,391)
(196,192)
(1,124,589)
(348,040)
Other assets
27,229 
(48,445)
(87,613)
3,836 
(Decrease) increase in operating liabilities:
Accounts payable, accrued and other liabilities
3,114 
(6,517)
20,191 
3,568 
Net cash provided by (used in) operating activities
(183,258)
66,948 
(1,047,577)
(339,474)
CASH FLOWS FROM INVESTING ACTIVITIES:
Loan to related parties
(120,000)
(180,000)
— 
— 
Repayment of loan to related parties
120,000 
180,000 
— 
— 
Net cash provided by (used in) investing activities
— 
— 
— 
— 
CASH FLOWS FROM FINANCING ACTIVITIES:
Dividends to stockholders
$
(38,994)
$
(33,800)
$
(9,360)
$
(7,558)
Repurchase of Class A common stock
(281,514)
(262,211)
(66,778)
(46,481)
Issuance of senior notes, net of deferred issuance costs
692,741 
494,989 
884,781 
346,579 
Redemption of equity awards
— 
— 
(155)
(1,043)
Repayments of senior notes
(288,153)
(255,526)
— 
— 
Unsecured revolving credit agreement borrowings
745,000 
470,564 
239,033 
— 
Unsecured revolving credit agreement repayments
(705,000)
(515,000)
— 
— 
Repayment of short-term borrowings from related parties
— 
(275,000)
— 
— 
Issuance of short term borrowings from related parties
20,000 
275,000 
— 
— 
Distributions from subsidiaries
38,994 
33,800 
— 
47,861 
Proceeds from dividend reinvestment plan
137 
277 
85 
84 
Net cash provided by (used in) financing activities
183,211 
(66,907)
1,047,606 
339,442 
Net increase (decrease) in cash and cash equivalents
(47)
41 
29 
(32)
Cash and cash equivalents at beginning of period
70 
29 
— 
49 
Cash and cash equivalents at end of period
$
23 
$
70 
$
29 
$
17 
Supplemental cash information:
Cash paid (refund) during the period for taxes
$
9,230 
$
(5)
$
— 
$
9,581 
Cash paid during the period for interest
103,081 
78,448 
10,702 
26,404 
Supplemental non-cash information:
Issuance of Class A common stock upon exchange of limited partnership
interests
$
— 
$
— 
$
— 
$
45,868 
Issuance of Class A and contingent Class A common stock and limited
partnership interests for acquisitions
6,588 
8,519 
4,514 
2,761 
See accompanying Notes to Financial Statements.

Table of Contents
BGC GROUP, INC.
(Parent Company Only)
NOTES TO FINANCIAL STATEMENTS
1.
Organization and Basis of Presentation
On July 1, 2023, the Company completed its Corporate Conversion to a Full C-Corporation in order to reorganize and simplify its organizational
structure. As a result of the Corporate Conversion, BGC Group, Inc. (Successor) became the public holding company for, and successor to, BGC Partners, Inc.
(Predecessor), and its Class A common stock began trading on Nasdaq, in place of BGC Partners’ Class A common stock, under the ticker symbol “BGC.” The
accompanying Parent Company Only Financial Statements of BGC Group, Inc. should be read in conjunction with the Consolidated Financial Statements of
BGC Group, Inc. and subsidiaries and the notes thereto.
For the year ended December 31, 2025, the Company declared and paid cash dividends of $0.08 per share to BGC Class A and Class B common
stockholders. For the years ended December 31, 2024 and 2023, the comparable cash dividend amounts were $0.07 and $0.04 per share, respectively.
2.
Commitments, Contingencies and Guarantees
On April 8, 2019, the Company entered into a $15.0 million secured loan arrangement, under which it pledged certain fixed assets as security for a
loan. This arrangement was guaranteed by the Parent Company and 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 both December 31, 2025 and 2024. BGC Partners recorded interest expense related to this
secured loan arrangement of nil for the year ended December 31, 2023.
On April 19, 2019, the Company entered into a $10.0 million secured loan arrangement, under which it pledged certain fixed assets as security for a
loan. This arrangement was guaranteed by the Parent Company and 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 recorded interest expense related to this secured
loan arrangement of nil for the year ended December 31, 2023.
3.
Notes Payable and Other Borrowings
Exchange Offer
On October 6, 2023, BGC Group completed the Exchange Offer, in which BGC Group offered to exchange the BGC Partners Notes for new notes to
be issued by BGC Group with the same respective interest rates, maturity dates and substantially identical terms as the tendered notes, and cash. In connection
with the Exchange Offer, and on behalf of BGC Partners, BGC Group also solicited consents from (i) holders of the BGC Partners Notes to certain proposed
amendments to the indenture and supplemental indentures pursuant to which such BGC Partners Notes were issued to, among other things, eliminate certain
affirmative and restrictive covenants and events of default, including the “Change of Control” provisions described below, which had applied to each series of
the BGC Partners Notes, and (ii) holders of the BGC Partners 8.000% Senior Notes to amend the registration rights agreement relating thereto to terminate
such agreement. As of September 19, 2023, the requisite note holder consents were received to adopt the proposed indenture amendments and terminate the
registration rights agreement relating to the BGC Partners 8.000% Senior Notes. In connection with the October 6, 2023 closing of the Exchange Offer, (i)
$255.5 million aggregate principal amount of BGC Partners 3.750% Senior Notes were exchanged for BGC Group 3.750% Senior Notes and subsequently
cancelled, $288.2  million aggregate principal amount of BGC Partners 4.375% Senior Notes were exchanged for BGC Group 4.375% Senior Notes and
subsequently cancelled, $347.2 million aggregate principal amount of BGC Partners 8.000% Senior Notes were exchanged for BGC Group 8.000% Senior
Notes and subsequently cancelled, and equivalent aggregate principal amounts of BGC Group 3.750% Senior Notes, BGC Group 4.375% Senior Notes and
BGC Group 8.000% Senior Notes, respectively, were issued; (ii) the indenture and supplemental indentures relating to the BGC Partners 3.750% Senior Notes,
the BGC Partners 4.375% Senior Notes and the BGC Partners 8.000% Senior Notes were amended as proposed; and (iii) the registration rights agreement
relating to the BGC Partners 8.000% Senior Notes was terminated. Issuance costs related to the Exchange Offer of $0.9 million are amortized as interest
expense and the carrying value of both the BGC Group 3.750% Senior Notes and the BGC Group 4.375% Senior Notes accreted, and the carrying value of the
BGC Group 8.000% Senior Notes will accrete up to the face amount over the term of the notes.

Table of Contents
Unsecured Senior Revolving Credit Agreement
On November 28, 2018, BGC Partners entered into the Revolving Credit Agreement with Bank of America, N.A., as administrative agent, and a
syndicate of lenders, which replaced the previously existing committed unsecured senior revolving credit agreement. The maturity date of the Revolving Credit
Agreement was November 28, 2020, and the maximum revolving loan balance was $350.0 million. Borrowings under this Revolving Credit Agreement bore
interest at either LIBOR or a defined base rate plus additional margin. On December 11, 2019, BGC Partners entered into an amendment to the Revolving
Credit Agreement. Pursuant to the amendment, the maturity date was extended to February 26, 2021. On February 26, 2020, BGC Partners entered into a
second amendment to the Revolving Credit Agreement, pursuant to which, the maturity date was extended by two years to February 26, 2023. There was no
change to the interest rate or the maximum revolving loan balance. On March 10, 2022, BGC Partners entered into an amendment and restatement of the senior
unsecured revolving credit agreement, pursuant to which the maturity date was extended to March 10, 2025, the size of the credit facility was increased to
$375.0 million, and borrowings under this agreement bear interest based on either SOFR or a defined base rate plus additional margin. On October 6, 2023, the
Revolving Credit Agreement was amended to exclude the BGC Partners Notes from the restrictive covenant in the Revolving Credit Agreement limiting the
indebtedness of subsidiaries, and BGC Group assumed all of the rights and obligations of BGC Partners under the Revolving Credit Agreement and has
become the borrower thereunder. 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 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 substantially
unchanged.
As of December 31, 2025, there were $237.6 million borrowings outstanding, net of deferred financing costs of $2.4 million under the Revolving
Credit Agreement. As of December 31, 2024, there were $195.8 million of borrowings outstanding, net of deferred financing costs of $4.2 million under the
Revolving Credit Agreement. The average interest rate on the outstanding borrowings for the years ended December 31, 2025 and 2024 was 6.09% and 6.99%,
respectively. BGC Group recorded $10.2 million, $12.2 million and $4.4 million of interest expense related to the Revolving Credit Agreement for the years
ended December 31, 2025, 2024 and 2023, 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 $6.9 million of interest expense related to the Revolving Credit Agreement for the year ended December 31, 2023.
5.375% Senior Notes
On July 24, 2018, BGC Partners issued an aggregate of $450.0 million principal amount of BGC Partners 5.375% Senior Notes. The BGC Partners
5.375% Senior Notes were general senior unsecured obligations of BGC Partners. The BGC Partners 5.375% Senior Notes bore interest at a rate of 5.375% per
year, payable in cash on January 24 and July 24 of each year, commencing January 24, 2019. The BGC Partners 5.375% Senior Notes matured on July 24,
2023. Prior to maturity, BGC Partners was able to redeem some or all of the BGC Partners 5.375% Senior Notes at any time or from time to time for cash at
certain “make-whole” redemption prices (as set forth in the supplemental indenture related to the BGC Partners 5.375% Senior Notes). If a “Change of Control
Triggering Event” (as defined in the supplemental indenture governing the BGC Partners 5.375% Senior Notes) occurred, holders could have required BGC
Partners to purchase all or a portion of their notes for cash at a price equal to 101% of the principal amount of the notes to be purchased plus any accrued and
unpaid interest to, but excluding, the purchase date. The initial carrying value of the BGC Partners 5.375% Senior Notes was $444.2 million, net of discount
and debt issuance costs of $5.8 million. The issuance costs were amortized as interest expense and the carrying value of the BGC Partners 5.375% Senior Notes
accreted up to the face amount over the term of the notes. On July 24, 2023, BGC Partners repaid the principal plus accrued interest on the BGC Partners
5.375% Senior Notes. BGC Partners recorded interest expense related to the BGC Partners 5.375% Senior Notes of $14.5 million for the year ended
December 31, 2023.

Table of Contents
3.750% Senior Notes
On September 27, 2019, BGC Partners issued an aggregate of $300.0 million principal amount of BGC Partners 3.750% Senior Notes. The BGC
Partners 3.750% Senior Notes were general unsecured obligations of BGC Partners. The BGC Partners 3.750% Senior Notes bore interest at a rate of 3.750%
per year, payable in cash on April 1 and October 1 of each year, commencing April 1, 2020. The BGC Partners 3.750% Senior Notes matured on October 1,
2024. BGC Partners was able to redeem some or all of the BGC Partners 3.750% Senior Notes at any time or from time to time for cash at certain “make-
whole” redemption prices (as set forth in the supplemental indenture governing the BGC Partners 3.750% Senior Notes). The initial carrying value of the BGC
Partners 3.750% Senior Notes was $296.1 million, net of discount and debt issuance costs of $3.9 million. The issuance costs were amortized as interest
expense and the carrying value of the BGC Partners 3.750% Senior Notes accreted up to the face amount over the term of the notes.
As discussed above, on October 6, 2023, pursuant to the Exchange Offer, $255.5 million aggregate principal amount of BGC Partners 3.750% Senior
Notes were exchanged for BGC Group 3.750% Senior Notes and subsequently cancelled, and certain amendments to the indenture and supplemental indenture
governing the BGC Partners 3.750% Senior Notes became effective. The BGC Group 3.750% Senior Notes matured on October 1, 2024 and bore interest at a
rate of 3.750% per year, payable in cash on April 1 and October 1 of each year, commencing April 1, 2024. BGC Group was able to redeem some or all of the
BGC Group 3.750% Senior Notes at any time or from time to time for cash at certain “make-whole” redemption prices (as set forth in the supplemental
indenture related to the BGC Group 3.750% Senior Notes). If a “Change of Control Triggering Event” (as defined in the supplemental indenture related to the
BGC Group 3.750% Senior Notes) occurred, holders could have required BGC Group to purchase all or a portion of their notes for cash at a price equal to
101% of the principal amount of the notes to be purchased plus any accrued and unpaid interest to, but excluding, the purchase date.
Following the closing of the Exchange Offer, $44.5 million aggregate principal amount of BGC Partners 3.750% Senior Notes remained outstanding.
On October 1, 2024, BGC Group repaid the principal plus accrued interest on the BGC Group 3.750% Senior Notes. BGC Group did not record
interest expense related to the BGC Group 3.750% Senior Notes for the year ended December 31, 2025. BGC Group recorded interest expense related to the
BGC Group 3.750% Senior Notes of $7.9 million and $2.6 million for the years ended December 31, 2024 and 2023, respectively. On October 1, 2024, BGC
Partners repaid the principal plus accrued interest on the BGC Partners 3.750% Senior Notes. BGC Partners recorded interest expense related to the BGC
Partners 3.750% Senior Notes of $9.5 million for the year ended December 31, 2023.
4.375% Senior Notes
On July 10, 2020, BGC Partners issued an aggregate of $300.0 million principal amount of BGC Partners 4.375% Senior Notes. The BGC Partners
4.375% Senior Notes were general unsecured obligations of BGC Partners. The BGC Partners 4.375% Senior Notes bore interest at a rate of 4.375% per
year, payable in cash on June 15 and December 15 of each year, commencing December 15, 2020. The BGC Partners 4.375% Senior Notes matured on
December 15, 2025. BGC Partners was able to redeem some or all of the BGC Partners 4.375% Senior Notes at any time or from time to time for cash at
certain “make-whole” redemption prices (as set forth in the supplemental indenture governing the BGC Partners 4.375% Senior Notes). The initial carrying
value of the BGC Partners 4.375% Senior Notes was $296.8 million, net of discount and debt issuance costs of $3.2 million. The issuance costs were amortized
as interest expense and the carrying value of the BGC Partners 4.375% Senior Notes accreted up to the face amount over the term of the notes.
As discussed above, on October 6, 2023, pursuant to the Exchange Offer, $288.2 million aggregate principal amount of BGC Partners 4.375% Senior
Notes were exchanged for BGC Group 4.375% Senior Notes and subsequently cancelled, and certain amendments to the indenture and supplemental indenture
governing the BGC Partners 4.375% Senior Notes became effective. The BGC Group 4.375% Senior Notes matured on December 15, 2025 and bore interest at
a rate of 4.375% per year, payable in cash on June 15 and December 15 of each year, commencing December 15, 2023. BGC Group was able to redeem some
or all of the BGC Group 4.375% Senior Notes at any time or from time to time for cash at certain “make-whole” redemption prices (as set forth in the
supplemental indenture related to the BGC Group 4.375% Senior Notes). If a “Change of Control Triggering Event” (as defined in the supplemental indenture
related to the BGC Group 4.375% Senior Notes) occurred, holders could have required BGC Group to purchase all or a portion of their notes for cash at a price
equal to 101% of the principal amount of the notes to be purchased plus any accrued and unpaid interest to, but excluding, the purchase date.
Following the closing of the Exchange Offer, $11.8 million aggregate principal amount of BGC Partners 4.375% Senior Notes remained outstanding.
Cantor participated in the Exchange Offer, and held $14.5 million aggregate principal amount of BGC Group 4.375% Senior Notes upon maturity.

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The BGC Group 4.375% Senior Notes and the BGC Partners 4.375% Senior Notes matured on December 15, 2025. On December 15, 2025, BGC
Group repaid the $288.2 million aggregate principal amount outstanding plus accrued interest on the BGC Group 4.375% Senior Notes and BGC Partners
repaid the $11.8 million aggregate principal amount outstanding plus accrued interest on the BGC Partners 4.375% Senior Notes using cash on hand and
borrowings under the Revolving Credit Agreement.
BGC Group recorded interest expense related to the BGC Group 4.375% Senior Notes of $12.8 million, $13.3 million and $3.3 million during the
years ended December 31, 2025, 2024 and 2023, respectively. BGC Partners recorded interest expense related to the BGC Partners 4.375% Senior Notes of
$10.5 million during the year ended December 31, 2023.
8.000% Senior Notes
On May 25, 2023, BGC Partners issued an aggregate of $350.0 million principal amount of BGC Partners 8.000% Senior Notes. The BGC Partners
8.000% Senior Notes are general unsecured obligations of BGC Partners. The BGC Partners 8.000% Senior Notes bear interest at a rate of 8.000% per year,
payable in cash on May 25 and November 25 of each year, commencing November 25, 2023. The BGC Partners 8.000% Senior Notes will mature on May 25,
2028. BGC Partners may redeem some or all of the BGC Partners 8.000% Senior Notes at any time or from time to time for cash at certain “make-whole”
redemption prices (as set forth in the supplemental indenture governing the BGC Partners 8.000% Senior Notes). The initial carrying value of the BGC
Partners 8.000% Senior Notes was $346.6 million, net of discount and debt issuance costs of $3.4 million. The issuance costs are amortized as interest expense
and the carrying value of the BGC Partners 8.000% Senior Notes will accrete up to the face amount over the term of the notes. 
On October 6, 2023, pursuant to the Exchange Offer, $347.2  million aggregate principal amount of BGC Partners 8.000% Senior Notes were
exchanged for BGC Group 8.000% Senior Notes and subsequently cancelled, and certain amendments to the indenture and supplemental indenture governing
the BGC Partners 8.000% Senior Notes became effective. The BGC Group 8.000% Senior Notes will mature on May 25, 2028 and bear interest at a rate of
8.000% per year, payable in cash on May 25 and November 25 of each year, commencing November 25, 2023. BGC Group may redeem some or all of the
BGC Group 8.000% Senior Notes at any time or from time to time for cash at certain “make-whole” redemption prices (as set forth in the supplemental
indenture related to the BGC Group 8.000% Senior Notes). If a “Change of Control Triggering Event” (as defined in the supplemental indenture related to the
BGC Group 8.000% Senior Notes) occurs, holders may require BGC Group to purchase all or a portion of their notes for cash at a price equal to 101% of the
principal amount of the notes to be purchased plus any accrued and unpaid interest to, but excluding, the purchase date.
Following closing of the Exchange Offer, $2.8 million aggregate principal amount of the BGC Partners 8.000% Senior Notes remained outstanding. In
connection with the issuance of the BGC Partners 8.000% Senior Notes, BGC Partners entered into a registration rights agreement providing for a future
registered exchange offer by May 25, 2024 in which holders of the BGC Partners 8.000% Senior Notes, issued in a private placement on May 25, 2023, could
exchange such notes for new registered notes with substantially identical terms. Such registration rights agreement was terminated in connection with the
closing of the Exchange Offer.
The carrying value of the BGC Group 8.000% Senior Notes was $345.4 million as of December 31, 2025. BGC Group recorded interest expense
related to the BGC Group 8.000% Senior Notes of $28.5 million, $28.5 million and $7.1 million for the years ended December 31, 2025, 2024 and 2023,
respectively. The carrying value of the BGC Partners 8.000% Senior Notes was $2.3 million as of December 31, 2025. BGC Partners recorded interest expense
related to the BGC Partners 8.000% Senior Notes of $10.0 million for the year ended December 31, 2023.
6.600% Senior Notes
On June 10, 2024, the Company issued an aggregate of $500.0 million principal amount of BGC Group 6.600% Senior Notes. The BGC Group
6.600% Senior Notes are general unsecured obligations of BGC Group. The BGC Group 6.600% Senior Notes bear interest at a rate of 6.600% per year,
payable in cash on June 10 and December 10 of each year, commencing December 10, 2024. The BGC Group 6.600% Senior Notes will mature on June 10,
2029. The Company may redeem some or all of the BGC Group 6.600% Senior Notes at any time or from time to time for cash at certain “make-whole”
redemption prices (as set forth in the supplemental indenture governing the BGC Group 6.600% Senior Notes). If a “Change of Control Triggering Event” (as
defined in the supplemental indenture related to the BGC Group 6.600% Senior Notes) occurs, holders may require BGC Group to purchase all or a portion of
their notes for cash at a price equal to 101% of the principal amount of the notes to be purchased plus any accrued and unpaid interest to, but excluding, the
purchase date. The initial carrying value of the BGC Group 6.600% Senior Notes was $495.0 million, net of discount and debt issuance costs of $5.0 million.
The issuance costs are amortized as interest expense and the carrying value of the BGC Group 6.600% Senior Notes will accrete up to the face amount over the
term of the notes.

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The carrying value of the BGC Group 6.600% Senior Notes was $496.5 million as of December 31, 2025. BGC Group recorded interest expense
related to the BGC Group 6.600% Senior Notes of $34.0 million and $18.9 million for the years ended December 31, 2025 and 2024, respectively.
6.150% Senior Notes
On April 2, 2025, the Company issued an aggregate of $700.0 million principal amount of BGC Group 6.150% Senior Notes. The BGC Group
6.150% Senior Notes are general unsecured obligations of BGC Group. The BGC Group 6.150% Senior Notes bear interest at a rate of 6.150% per year,
payable in cash on April 2 and October 2 of each year, commencing October 2, 2025. The BGC Group 6.150% Senior Notes will mature on April 2, 2030. The
Company may redeem some or all of the BGC Group 6.150% Senior Notes at any time or from time to time for cash at certain “make-whole” redemption
prices (as set forth in the supplemental indenture governing the BGC Group 6.150% Senior Notes). If a “Change of Control Triggering Event” (as defined in
the supplemental indenture related to the BGC Group 6.150% Senior Notes) occurs, holders may require BGC Group to purchase all or a portion of their notes
for cash at a price equal to 101% of the principal amount of the notes to be purchased plus any accrued and unpaid interest to, but excluding, the purchase date.
The initial carrying value of the BGC Group 6.150% Senior Notes was $692.7 million, net of discount and debt issuance costs of $7.3 million. The issuance
costs are amortized as interest expense and the carrying value of the BGC Group 6.150% Senior Notes will accrete up to the face amount over the term of the
notes.
The carrying value of the BGC Group 6.150% Senior Notes was $693.8 million as of December 31, 2025. BGC Group recorded interest expense
related to the BGC Group 6.150% Senior Notes of $33.2 million for the year ended December 31, 2025.
BGC Credit Agreement with Cantor
On November 12, 2025, the Company borrowed $20.0 million from Cantor under the BGC Credit Agreement. As of December  31, 2025, the
Company had $20.0 million outstanding under the BGC Credit Agreement. On March 12, 2024, the Company borrowed $275.0 million from Cantor under the
BGC Credit Agreement. On April 1, 2024, the outstanding balance of $275.0 million was repaid in its entirety. As of December 31, 2024, there were no
borrowings by the Company outstanding under the BGC Credit Agreement. The Company recorded $0.2 million and $1.1 million of interest expense related to
the BGC Credit Agreement for the years ended December 31, 2025 and 2024, respectively. The Company did not record any interest expense related to the
BGC Credit Agreement during the year ended December 31, 2023.
On April 4, 2025, Cantor borrowed $120.0  million from the Company under the BGC Credit Agreement. Cantor partially repaid the Company
$15.0 million on April 14, 2025 and $28.0 million on June 5, 2025. On June 30, 2025, Cantor repaid in full to the Company the outstanding principal of
$77.0 million borrowed from the Company under the BGC Credit Agreement, plus accrued interest. These borrowings were not considered FICC-GSD Margin
Loans. As of December 31, 2025, there were no borrowings by Cantor outstanding under the BGC Credit Agreement. The Company recorded $1.5 million of
interest income related to the BGC Credit Agreement for the year ended December 31, 2025. On June 10, 2024, Cantor borrowed $180.0 million from the
Company under the BGC Credit Agreement. Cantor partially repaid the Company $18.0 million on July 31, 2024, and $12.0 million on September 25, 2024.
On October 1, 2024, Cantor repaid in full to the Company the outstanding principal of $150.0 million borrowed from the Company under the BGC Credit
Agreement, plus accrued interest. As of December  31, 2024, there were no borrowings by Cantor outstanding under the BGC Credit Agreement. These
borrowings were not considered FICC-GSD Margin Loans. The Company recorded interest income related to the BGC Credit Agreement of $3.8 million for
the year ended December 31, 2024.
Market-Making Registration Statements
On October 19, 2023, the Company 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, the BGC Group 4.375% Senior Notes and the BGC Group 8.000% Senior Notes in connection with ongoing market-making
transactions which could occur from time to time. Market-making transactions pursuant to this resale registration statement were terminated on November 8,
2024 in connection with the filing of a replacement market-making resale registration statement.
On November 8, 2024, the Company 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. Market-making transactions pursuant to this resale registration statement were terminated on November 10,
2025 in connection with the filing of a replacement market-making resale registration statement.

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On November 10, 2025, 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, BGC Group 6.600% Senior Notes, and BGC Group 6.150% Senior Notes in connection
with ongoing market-making transactions which may occur from time to time. Such market-making transactions in these securities may occur in the open
market or may be privately negotiated at prevailing market prices at the time of resale or at related or negotiated prices. Neither CF&Co, nor any other of the
Company’s other affiliates, has any obligation to make a market in the Company’s securities, and CF&Co or any such other affiliate may discontinue market-
making activities at any time without notice.

Exhibit 4.1
DESCRIPTION OF BGC GROUP, INC. SECURITIES REGISTERED UNDER SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934,
AS AMENDED
The following summary is a description of the material terms of BGC Group, Inc.’s (“we,” “us,” or “our”) capital stock. The following descriptions of
our Class A common stock, par value $0.01 per share, which we refer to as our “Class A common stock,” Class B common stock, par value $0.01 per share,
which we refer to as our “Class B common stock,” preferred stock, par value $0.01 per share, which we refer to as our “preferred stock,” and the relevant
provisions of our amended and restated certificate of incorporation, which we refer to as our “certificate of incorporation,” and our amended and restated
bylaws, which we refer to as our “bylaws,” are summaries thereof and are qualified in their entirety by reference to our certificate of incorporation and
bylaws. Copies of our certificate of incorporation and our bylaws are incorporated by reference to Exhibits 3.1 and 3.2, respectively, to our Current Report on
Form 8-K filed on July 3, 2023.
Capital Stock
Our authorized capital stock consists of 1.8 billion shares of common stock, consisting of 1.5 billion shares of Class A common stock, 300 million shares
of Class B common stock and 50 million shares of preferred stock.
Common Stock
As of February 27, 2026, there were 364,809,084 shares of our Class A common stock outstanding and 109,452,953 shares of our Class B common stock
outstanding. The holders of our Class A common stock are generally entitled to one vote per share on all matters to be voted upon by the stockholders as a
group, entitling holders of our Class A common stock to approximately 25.0% of our voting power as of such date, and do not have cumulative voting rights.
The holders of our Class B common stock are generally entitled to 10 votes per share on all matters to be voted upon by the stockholders as a group, entitling
holders of our Class B common stock to approximately 75.0% of our voting power as of such date, and do not have cumulative voting rights. Class B common
stock generally votes together with our Class A common stock on all matters submitted to the vote of our stockholders. Our Class B common stock shall be
issued only to (1) BGC Partners, Inc., (2) Cantor Fitzgerald L.P., which we refer to as Cantor, (3) any entity controlled by Cantor or by Mr. Howard W. Lutnick,
or (4) Mr. Howard Lutnick, his spouse, his estate, any of his descendants, any of his relatives or any trust established for his benefit or for the benefit of his
spouse, any of his descendants or any of his relatives. We refer to the foregoing persons described in clauses (1), (2), (3), and (4) as the “Qualified Class B
Holders.”
Each share of Class A common stock is equivalent to a share of Class B common stock for purposes of economic rights. Subject to preferences that may
be applicable to any outstanding preferred stock, the holders of shares of Class A common stock and Class B common stock are entitled to receive ratably such
dividends, if any, as may be declared from time to time by our board of directors out of funds legally available therefor. In the event of our liquidation,
dissolution or winding up, the holders of shares of Class A common stock and Class B common stock are entitled to share ratably in all assets remaining after
payment of liabilities, subject to prior distribution rights of preferred stock, if any, then outstanding.
The certificate of incorporation provides that each share of Class B common stock is convertible at any time, at the option of the holder, into one share of
Class A common stock. Each share of Class B common stock will automatically convert into a share of Class A common stock upon any sale, pledge or other
transfer, which we refer to as a “transfer,” whether or not for value, by the initial registered holder, other than any transfer to Qualified Class B Holders.
Any holder of shares of Class B common stock may pledge his, her or its shares of Class B common stock, as the case may be, to a pledgee pursuant to a
bona fide pledge of the shares as collateral security for indebtedness due to the pledgee so long as the shares are not transferred to or registered in the name of
the pledgee. In the event of any pledge of shares of Class B common stock meeting these requirements, the pledged shares will not be converted automatically
into shares of Class A common stock. If the pledged shares of Class B common stock become subject to any foreclosure, realization or other similar action by
the pledgee, they will be converted automatically into shares of Class A common stock upon the occurrence of that action. The automatic conversion provisions
in the certificate

of incorporation may not be amended, altered, changed or repealed without the approval of the holders of a majority of the voting power of all outstanding
shares of Class A common stock.
Shares of Class A common stock are not subject to any conversion right. None of the shares of Class A common stock or Class B common stock has any
pre-emptive or other subscription rights. There are no redemption or sinking fund provisions applicable to shares of Class A common stock or Class B common
stock. All outstanding shares of Class A common stock and Class B common stock are fully paid and non-assessable.
Preferred Stock
Our board of directors has the authority to cause us to issue shares of preferred stock in one or more classes or series and to fix the designations, powers,
preferences and rights, and the qualifications, limitations or restrictions thereof, including dividend rights, dividend rates, terms of redemption, redemption
prices, conversion rights and liquidation preferences of the shares constituting any class or series, without further vote or action by the stockholders. The
issuance of preferred stock pursuant to such “blank check” provisions may have the effect of delaying, deferring or preventing a change of control of without
further action by stockholders and may adversely affect the voting and other rights of the holders of shares of Class A common stock.
Anti-Takeover Effects of Delaware Law, Certificate of Incorporation and Bylaws
Some provisions of the Delaware General Corporation Law, which we refer to as the DGCL, and the certificate of incorporation and bylaws could make
the following more difficult:
•
acquisition of us by means of a tender offer;
•
acquisition of us by means of a proxy contest or otherwise; or
•
removal of our incumbent officers and directors.
The provisions, summarized above and below, are designed to discourage coercive takeover practices and inadequate takeover bids. These provisions are
also primarily designed to encourage persons seeking to acquire control of us to first negotiate with our board of directors. We believe that the benefits of
increased protection give us the potential ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure us and
outweigh the disadvantages of discouraging those proposals because negotiation of them could result in an improvement of their terms.
Delaware Anti-Takeover Laws
We are subject to Section 203 of the DGCL. In general, Section 203 of the DGCL prohibits a publicly held Delaware corporation from engaging in a
“business combination” with an “interested stockholder” for a period of three years following the date the person became an interested stockholder, unless the
“business combination” or the transaction in which the person became an “interested stockholder” is approved in a prescribed manner. Generally, a “business
combination” includes a merger, asset or stock sale or other transaction resulting in a financial benefit to the “interested stockholder.” An “interested
stockholder” is a person who, together with affiliates and associates, owns 15% or more of a corporation’s shares of outstanding voting stock, or was the owner
of 15% or more of a corporation’s shares of outstanding voting stock at any time within the prior three years, other than “interested stockholders” prior to the
time the Class A common stock was traded on the Nasdaq Stock Market. The existence of this provision would be expected to have an anti-takeover effect with
respect to transactions not approved in advance by our board of directors, including discouraging takeover attempts that might result in a premium over the
market price for the shares of Class A common stock.
Certificate of Incorporation and Bylaws
Our bylaws provide that special meetings of stockholders may be called only by the Chairman of our board of directors, or in the event the Chairman of
our board of directors is unavailable, by our Chief Executive Officer or by

the holders of a majority of the voting power of Class B common stock. In addition, as discussed above, the certificate of incorporation permits us to issue
“blank check” preferred stock.
Our bylaws require advance written notice prior to a meeting of our stockholders of a proposal or director nomination which a stockholder desires to
present at such a meeting, which generally must be received by our Secretary not later than 120 days prior to the first anniversary of the date of our proxy
statement for the preceding year’s annual meeting. Our bylaws provide that all amendments to the 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 of directors.
Corporate Opportunity
The certificate of incorporation provides that no Cantor Company (as defined below) or any of the representatives (as defined below) of a Cantor
Company will owe any fiduciary duty to, nor will any Cantor Company or any of their respective representatives be liable for breach of fiduciary duty to, us or
any of our stockholders with respect to a corporate opportunity, except as described below. To the extent that any representative of a Cantor Company also
serves as our director or officer, such person will owe fiduciary duties to us in his or her capacity as a director or officer of ours. In addition, none of any Cantor
Company or any of their representatives will owe any duty to refrain from engaging in the same or similar activities or lines of business as us, or doing
business with any of our clients or customers.
If a third party presents a corporate opportunity (as defined below) to a person who is a representative of ours and a representative of a Cantor Company,
expressly and solely in such person’s capacity as a representative of us, and such person acts in good faith in a manner consistent with the policy that such
corporate opportunity belongs to us, then such person:
•
will be deemed to have fully satisfied and fulfilled any fiduciary duty that such person has to our as a representative of us with respect to such
corporate opportunity;
•
will not be liable to us or any of our stockholders a breach of fiduciary duty by reason of such person’s action or inaction with respect to the corporate
opportunity;
•
will be deemed to have acted in good faith and in a manner that such person reasonably believed to be in, and not opposed to, our best interests; and
•
will be deemed not to have breached such person’s duty of loyalty to us and our stockholders, and not to have derived an improper personal benefit
therefrom.
A Cantor Company may pursue such a corporate opportunity if we decide not to.
If a corporate opportunity is not presented to a person who is both a representative of ours and a representative of a Cantor Company and, expressly and
solely in such person’s capacity as a representative of ours, such person will not be obligated to present the corporate opportunity to us or to act as if such
corporate opportunity belongs to us, and such person:
•
will be deemed to have fully satisfied and fulfilled any fiduciary duty that such person has to us as a representative of ours with respect to such
corporate opportunity;
•
will not be liable to us or any of our stockholders for breach of fiduciary duty by reason of such person’s action or inaction with respect to such
corporate opportunity;
•
will be deemed to have acted in good faith and in a manner that such person reasonably believed to be in, and not opposed to, our best interests; and
•
will be deemed not to have breached a duty of loyalty to us and our stockholders, and not to have derived an improper personal benefit therefrom.
For purposes of the above:
•
“Cantor Company” means Cantor and any of its affiliates (other than, if applicable, us and our affiliates);

•
“representatives” means, with respect to any person, the directors, officers, employees, general partners or managing member of such person; and
•
“corporate opportunity” means any business opportunity that we are financially able to undertake that is, from its nature, in our lines of business, is of
practical advantage to us and is one in which we have an interest or a reasonable expectancy, and in which, by embracing the opportunity, the self-
interest of a Cantor Company or their respective representatives will be brought into conflict with our self-interest.
Limitations on Liability, Indemnification of Officers and Directors and Insurance
Elimination of Liability of Directors and Officers
Section 102(b)(7) of the DGCL permits a corporation to provide in its certificate of incorporation that a director or officer of the corporation shall not be
personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, except for liability of (1) a
director or officer for any breach of the director’s or officer’s duty of loyalty to the corporation or its stockholders, (2) a director or officer for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation of law, (3) a director under Section 174 of the DGCL, (4) a director or officer
for any transaction from which the director or officer derived an improper personal benefit or (5) an officer in any action by or in the right of the corporation.
The certificate of incorporation provides for such limitation of liability to the fullest extent permitted by the DGCL.
Indemnification of Directors, Officers and Employees
The certificate of incorporation and bylaws require us to indemnify any person who was or is made a party or is threatened to be made a party to or is
involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she, or a person of whom he
or she is the legal representative, is or was a director or officer of ours or is or was serving at the request of us as a director, officer, employee or agent of
another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, to the fullest extent
authorized by the DGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, to the fullest extent permitted by law, only
to the extent that such amendment permits us to provide broader indemnification rights than said law permitted us to provide prior to such amendment), against
all expense, liability and loss (including attorneys’ fees, judgments, fines, amounts paid or to be paid in settlement, and excise taxes or penalties arising under
the Employee Retirement Income Security Act of 1974, as amended) reasonably incurred or suffered by such person in connection therewith.
The certificate of incorporation and bylaws authorize us to purchase and maintain insurance to protect ourselves and any director, officer, employee or
agent of ours or of another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not we would have
the power to indemnify such person against such expense, liability or loss under the DGCL.
The limitation of liability and indemnification provisions in the certificate of incorporation and bylaws may discourage stockholders from bringing a
lawsuit against our directors and officers for breach of fiduciary duty. These provisions also may reduce the likelihood of derivative litigation against our
directors and officers, even though such an action, if successful, might otherwise benefit us and our stockholders. In addition, holders of common stock may be
adversely affected to the extent we pay the costs of settlement and damage awards under these indemnification provisions.
Exclusive Forum
The certificate of incorporation provides that, unless our board of directors otherwise determines, the sole and exclusive forum for (i) any derivative
action or proceeding brought on our behalf, (ii) any action asserting a claim for or based on a breach of a duty or obligation owed by any current or former
director, officer, employee or agent of ours to us or our stockholders, including any claim alleging aiding and abetting of such a breach, (iii) any action
asserting a claim against us or any current or former director, officer, employee or agent of ours arising pursuant to any provision of the DGCL or the certificate
of incorporation or the bylaws (as either may be amended from time to time), (iv) any action asserting a claim related to or involving us that is governed by the
internal affairs doctrine, or

(v) any action asserting an “internal corporate claim,” as that term is defined in Section 115 of the DGCL, shall be a state court located within the State of
Delaware (or, if no state court located within the State of Delaware has jurisdiction, the federal court for the District of Delaware). Although we believe that
this forum provision benefits us by providing increased consistency in the application of Delaware law in the types of lawsuits to which it applies, the provision
may have the effect of discouraging lawsuits against our directors and officers.
Amended, Restated and Consolidated Registration Rights Agreement
We have entered into an Amended, Restated and Consolidated Registration Rights Agreement, dated as of July 1, 2023, which we refer to as the
Amended, Restated and Consolidated Registration Rights Agreement, with Cantor, pursuant to which, among other things, we will be obligated to file
registration statements to register the resale of shares of Class A common stock or Class B common stock issued to Cantor, its affiliates, Qualified Class B
Holders and their transferees who agree to be bound by the terms of the agreement, who we refer to collectively as the holders, up to four times as requested by
the holders. The Amended, Restated and Consolidated Registration Rights Agreement also provides unlimited “piggy-back” registration rights. Any registration
of shares of Class A common stock or Class B common stock pursuant to the Amended, Restated and Consolidated Registration Rights Agreement is subject to
certain requirements and customary conditions. We will pay the costs of the registrations, but the holders will pay for any underwriting discounts or
commissions or transfer taxes associated with all such registrations. We have agreed to indemnify the holders reselling shares of Class A common stock or
Class B common stock pursuant to the Amended, Restated and Consolidated Registration Rights Agreement against certain liabilities under the Securities Act
of 1933, as amended. The foregoing description of the Amended, Restated and Consolidated Registration Rights Agreement does not purport to be complete
and is qualified in its entirety by reference to the full text of the Amended, Restated and Consolidated Registration Rights Agreement, which is attached as
Exhibit 10.3 to our Current Report on Form 8-K filed on July 3, 2023, and is incorporated by reference herein.
Transfer Agent and Registrar
The transfer agent and registrar for our Class A common stock is Equiniti Trust Company, LLC.

Exhibit 21.1
LIST OF SUBSIDIARIES OF BGC GROUP, INC.
ENTITY NAME
DOMESTIC JURISDICTION
ALGOMI LIMITED
UNITED KINGDOM
AMEEFI SERVICES, INC.
DELAWARE
AMEREX BROKERS LLC
DELAWARE
AMPEX ENERGY, LLC
DELAWARE
AUREL BGC
FRANCE
BEYOND POWER LLC
TEXAS
BGC BRAZIL HOLDINGS LIMITADA
BRAZIL
BGC BRAZIL HOLDINGS, LLC
DELAWARE
BGC BROKERS GP LIMITED
UNITED KINGDOM
BGC BROKERS HOLDINGS, L.P.
DELAWARE
BGC BROKERS HOLDINGS, LLC
DELAWARE
BGC BROKERS INVESTMENT, L.P.
DELAWARE
BGC BROKERS L.P.
UNITED KINGDOM
BGC BROKERS US HOLDINGS, LLC
DELAWARE
BGC BROKERS US, L.P.
DELAWARE
BGC CAPITAL MARKETS (HONG KONG) LIMITED
HONG KONG
BGC CAPITAL MARKETS (JAPAN) LLC
DELAWARE
BGC CAPITAL MARKETS (SWITZERLAND) LLC
DELAWARE
BGC CAPITAL MARKETS AND FOREIGN EXCHANGE BROKER (KOREA) LIMITED
SOUTH KOREA (SEOUL)
BGC CAPITAL MARKETS, L.P.
DELAWARE
BGC DERIVATIVE MARKETS HOLDINGS, LLC
DELAWARE
BGC DERIVATIVE MARKETS, L.P.
DELAWARE
BGC ECS HOLDINGS, LLC
TEXAS
BGC ENVIRONMENTAL BROKERAGE SERVICES HOLDINGS, LLC
DELAWARE
BGC ENVIRONMENTAL BROKERAGE SERVICES, L.P.
DELAWARE
BGC EUROPEAN GP LIMITED
UNITED KINGDOM
BGC EUROPEAN HOLDINGS, L.P.
UNITED KINGDOM
BGC FINANCIAL GROUP, INC.
DELAWARE
BGC FINANCIAL, L.P.
DELAWARE
BGC FRANCE HOLDINGS
FRANCE
BGC GLOBAL HOLDINGS GP LIMITED
CAYMAN ISLANDS
BGC GLOBAL HOLDINGS, L.P.
CAYMAN ISLANDS
BGC GLOBAL LIMITED
UNITED KINGDOM
BGC GP LIMITED
UNITED KINGDOM
BGC GP, LLC
DELAWARE
BGC HOLDINGS (TURKEY), LLC
DELAWARE
BGC HOLDINGS II, LLC
DELAWARE
BGC HOLDINGS MERGER SUB, LLC
DELAWARE
BGC HOLDINGS U.S., INC.
DELAWARE
BGC HOLDINGS, LLC
DELAWARE

BGC INTERNATIONAL
UNITED KINGDOM
BGC INTERNATIONAL GP LIMITED
UNITED KINGDOM
BGC INFORMATION HOLDINGS, L.P.
DELAWARE
BGC INTERNATIONAL, L.P.
UNITED KINGDOM
BGC LIQUIDEZ DISTRIBUIDORA DE TITULOS E VALORES MOBILIARIOS LTDA.
BRAZIL
BGC M LIMITED PARTNERSHIP
UNITED KINGDOM
BGC MARKET DATA HOLDINGS, LLC
DELAWARE
BGC MARKET DATA, L.P.
DELAWARE
BGC MEXICO HOLDINGS, S. DE R.L. de C.V.
MEXICO
BGC MEXICO R.E. HOLDINGS, LLC
DELAWARE
BGC NOTES, LLC
NEW YORK
BGC OTC GP, LLC
DELAWARE
BGC PARTNERS (AUSTRALIA) PTY LIMITED
AUSTRALIA
BGC PARTNERS (SINGAPORE) LIMITED
SINGAPORE
BGC PARTNERS CIS LLC
RUSSIA
BGC PARTNERS, INC.
DELAWARE
BGC PARTNERS, L.P.
DELAWARE
BGC RADIX ENERGY L.P.
DELAWARE
BGC REMATE HOLDINGS, LLC
DELAWARE
BGC SA FINANCIAL BROKERS (PTY) LIMITED
SOUTH AFRICA
BGC SECURITIES (HONG KONG) LLC
DELAWARE
BGC SECURITIES (SINGAPORE) LIMITED
SINGAPORE
BGC SERVICES (HOLDINGS) LLP
UNITED KINGDOM
BGC SHOKEN KAISHA LIMITED
DELAWARE
BGC SUNRISE HOLDINGS, L.P.
DELAWARE
BGC TECHNOLOGY (HONG KONG) HOLDINGS I, INC.
DELAWARE
BGC TECHNOLOGY (HONG KONG) HOLDINGS II, INC.
DELAWARE
BGC TECHNOLOGY (HONG KONG) HOLDINGS III, LLC
DELAWARE
BGC TECHNOLOGY (HONG KONG) LIMITED
HONG KONG
BGC TECHNOLOGY (JAPAN) LIMITED
JAPAN
BGC TECHNOLOGY BROKERAGE HOLDINGS, LLC
DELAWARE
BGC TECHNOLOGY BROKERAGE, L.P.
DELAWARE
BGC TECHNOLOGY ELX HOLDINGS, L.P.
DELAWARE
BGC TECHNOLOGY ELX HOLDINGS, LLC
DELAWARE
BGC TECHNOLOGY INTERNATIONAL LIMITED
UNITED KINGDOM
BGC TECHNOLOGY MARKETS HOLDINGS, LLC
DELAWARE
BGC TECHNOLOGY MARKETS, L.P.
DELAWARE
BGC TECHNOLOGY SUPPORT SERVICES LIMITED
UNITED KINGDOM
BGC TECHNOLOGY, LLC
DELAWARE
BGC TRADING HOLDINGS, LLC
DELAWARE
BGC USA HOLDINGS, LLC
DELAWARE
BGC USA, L.P.
DELAWARE

BGCBI, LLC
DELAWARE
BGCCMHK HOLDINGS II, LLC
DELAWARE
BGCCMHK HOLDINGS, LLC
DELAWARE
BGCCMLP HOLDINGS, LLC
DELAWARE
BGCF HOLDINGS, LLC
DELAWARE
BGCIHLP, LLC
DELAWARE
BGCM GP LIMITED
UNITED KINGDOM
BGCP II, INC.
DELAWARE
BGCSHLLP HOLDINGS LIMITED
UNITED KINGDOM
BLACK BARREL ENERGY, L.P.
TEXAS
BLUE COMMODITIES BV
ENGLAND AND WALES
BLUE COMMODITIES LLP
ENGLAND AND WALES
CANTOR FITZGERALD (PROPRIETARY) LIMITED
SOUTH AFRICA
CFLP CX FUTURES EXCHANGE HOLDINGS, L.P.
DELAWARE
CFLP CX FUTURES EXCHANGE HOLDINGS, LLC
DELAWARE
CHART TRADING DEVELOPMENT, LLC
TEXAS
CHOICE REFINED PRODUCTS, LLC
TEXAS
CHOICE! NATURAL GAS, L.P.
TEXAS
CHOICE! POWER L.P.
TEXAS
CONTICAP S.A.
SWITZERLAND
CONTINENTAL CAPITAL MARKETS S.A.
SWITZERLAND
CORANT GLOBAL LIMITED
UNITED KINGDOM
CX CLEARINGHOUSE HOLDINGS, LLC
DELAWARE
CX CLEARINGHOUSE, L.P.
DELAWARE
CYAN LONDON LIMITED
ENGLAND AND WALES
eAB HOLDINGS, LLC
DELAWARE
EDGE ENERGY, LLC
DELAWARE
ELX FUTURES HOLDINGS, LLC
DELAWARE
ELX FUTURES, L.P.
DELAWARE
EOX EUROPE LIMITED
ENGLAND AND WALES
EOX HOLDINGS, LLC
DELAWARE
EOX-AALPHA ENERGY LLC
TEXAS
EQUUS ENERGY GROUP LLC
TEXAS
ESX CLEARING HOLDINGS, LLC
DELAWARE
ESX CLEARING, L.P.
DELAWARE
EURO BROKERS MEXICO S.A. de C.V.
MEXICO
FENICS FX, LLC
DELAWARE
FENICS GO HOLDINGS LIMITED
UNITED KINGDOM
FENICS SERVICES GP, LLC
DELAWARE
FENICS SOFTWARE LIMITED
UNITED KINGDOM
FENICS SOFTWARE, INC.
DELAWARE
FHLP HOLDINGS, LLC
DELAWARE
FHLP, L.P.
DELAWARE

FIXED INCOME SOLUTIONS PTY LTD
AUSTRALIA
FMX BROKERS (UK) LIMITED
UNITED KINGDOM
FMX EXECUTION, LLC
NEW YORK
FMX FUTURES EXCHANGE HOLDINGS GP, LLC
DELAWARE
FMX FUTURES EXCHANGE, L.P.
DELAWARE
FMX HOLDINGS, LLC
DELAWARE
FMX SECURIITES (SINGAPORE) PTE LIMITED
SINGAPORE
FMX SERVICES, LLC
DELAWARE
FMX TECHNOLOGY LIMITED
UNITED KINGDOM
FOSTER PERKINS ENERGY, LLC
TEXAS
FREEDOM INTERNATIONAL BROKERAGE COMPANY
CANADA (NOVA SCOTIA)
FREEDOM INTERNATIONAL HOLDING, L.P.
DELAWARE
FUTURES INTERNATIONAL, LLC
ILLINOIS
GFI (HK) BROKERS LIMITED
HONG KONG
GFI (HK) SECURITIES L.L.C.
NEW YORK
GFI ADVISORY (CHINA) CO. LIMITED
CHINA (PEOPLES REPUBLIC OF)
GFI AFRICAN MONEY BROKERS (PTY) LTD
SOUTH AFRICA
GFI ASIA HOLDINGS PTE. LTD
SINGAPORE
GFI ASIA PARTNERS PTE. LTD
SINGAPORE
GFI AUSTRALIA PTY LIMITED
AUSTRALIA - MELBOURNE
GFI BERMUDA LTD.
BERMUDA
GFI BROKERS (CHILE) AGENTE DE VALORES SPA
CHILE
GFI BROKERS LIMITED
UNITED KINGDOM
GFI DEL PERU S.A.C.
PERU
GFI EMEA HOLDINGS LIMITED
UNITED KINGDOM
GFI EXCHANGE COLOMBIA S.A.
BOGOTA, COLOMBIA
GFI FUTURES EXCHANGE LLC
DELAWARE
GFI GROUP (PHILIPPINES) INC.
PHILIPPINES
GFI GROUP DO BRASIL CONSULTORIA LTDA
BRAZIL
GFI GROUP INC.
DELAWARE
GFI GROUP LLC
NEW YORK
GFI GROUP MEXICO S.A. DE C.V.
MEXICO
GFI GROUP PTE LIMITED
SINGAPORE
GFI HKB (CAYMAN) LTD
CAYMAN ISLANDS
GFI HOLDINGS LIMITED
UNITED KINGDOM
GFI INTERNATIONAL AND CAPITAL MARKET BROKERS (PTY) LIMITED
SOUTH AFRICA
GFI KOREA MONEY BROKERAGE LIMITED
KOREA
GFI MARKETS INVESTMENTS LIMITED
UNITED KINGDOM
GFI MARKETS LIMITED
UNITED KINGDOM
GFI MARKETS LLC
DELAWARE
GFI SECURITIES (SA) (PROPRIETARY) LIMITED
SOUTH AFRICA

GFI SECURITIES COLOMBIA S.A.
COLOMBIA
GFI SECURITIES HOLDINGS (PTY) LIMITED
SOUTH AFRICA
GFI SECURITIES LIMITED
UNITED KINGDOM
GFI SECURITIES LLC
NEW YORK
GFI SOLUTIONS
DELAWARE
GFI SOUTH AFRICA (PTY) LTD
SOUTH AFRICA
GFI SWAPS EXCHANGE LLC
DELAWARE
GFI UK HOLDING LIMITED PARTNERSHIP
UNITED KINGDOM
GFIGS COMMERCIAL CONSULTING (SHANGHAI) CO., LTD
CHINA (PEOPLES REPUBLIC OF)
GFINET EUROPE LIMITED
UNITED KINGDOM
GFINET HOLDINGS INC.
DELAWARE
GFINET INC.
DELAWARE
GFINET UK LIMITED
UNITED KINGDOM
GFIX LLC
DELAWARE
GINGA GLOBAL MARKETS PTE LTD
SINGAPORE
GINGA PETROLEUM (SINGAPORE) PTE LTD
SINGAPORE
GINGA PETROLEUM KOREA LTD
KOREA
GLOBAL OTC LOJISTIK HIZMETLERI ANONIM SIRKETI
TURKEY
IVG ENERGY, LTD
TEXAS
JACKSON SON & CO. LIMITED
ENGLAND AND WALES
JADESTONE CONSULTANTS LIMITED
CYPRUS
KALAHARI LIMITED
UNITED KINGDOM
KYTE CAPITAL MANAGEMENT LIMITED
UNITED KINGDOM
LFI HOLDINGS, LLC
DELAWARE
LIQUIDITY PARTNERS, L.P.
TEXAS
LUCERA (UK) LIMITED
UNITED KINGDOM
LUCERA CONNECTIVITY LIMITED
UNITED KINGDOM
LUCERA FINANCIAL INFRASTRUCTURES, LLC
DELAWARE
LUCERA FINANCIAL SERVICES, LLC
DELAWARE
LUCERA INFRASTRUCTURES, LLC
DELAWARE
LUCERA OPERATIONS, LLC
DELAWARE
LUCERA SERVICES, LLC
DELAWARE
MACRO HIVE LIMITED
ENGLAND AND WALES
MARTIN BROKERS GROUP LIMITED
UNITED KINGDOM
MAXCOR FOUNDATION INC.
NEW YORK
MERLIN ADVISORS, LLC
DELAWARE
MINT BROKERS
NEW YORK
MINT BROKERS HOLDINGS I, LLC
DELAWARE
MINT BROKERS HOLDINGS II, LLC
DELAWARE
OB AMERICAS LLC
TEXAS
OB GROUP ENERGY LIMITED
IRELAND
OB PANAMA HOLDING CORP.
PANAMA

OIL BROKERAGE HOLDINGS LIMITED
ENGLAND AND WALES
OIL BROKERAGE INTERNATIONAL PTE. LIMITED
SINGAPORE
OIL BROKERAGE LIMITED
ENGLAND AND WALES
OIL BROKERAGE SERVICES LIMITED
ENGLAND AND WALES
OTC ACTIVE MARKETS, LLC
TEXAS
OTC ASIA COMMODITIES PTE. LTD.
SINGAPORE
OTC EUROPE DMCC
DUBAI, UAE
OTC EUROPE GROUP LIMITED
ENGLAND AND WALES
OTC EUROPE HOLDINGS CORP
TEXAS
OTC EUROPE HOLDINGS LIMITED
ENGLAND AND WALES
OTC EUROPE LLC
DELAWARE
OTC EUROPE LLP
ENGLAND AND WALES
OTC EUROPE SARL
SWITZERLAND
OTC EUROPE SERVICES LIMITED
ENGLAND AND WALES
OTC FUTURES, LLC
TEXAS
OTC GLOBAL HOLDINGS LP
DELAWARE
OTC LOGISTICS, LLC
TEXAS
OTC OPERATING GP LLC
TEXAS
PERIMETER MARKETS, INC.
CANADA
PINNACLE DERIVATIVES GROUP LLC
TEXAS
POTEN & PARTNERS (ATHENS) LTD.
BRITISH VIRGIN ISLANDS
POTEN & PARTNERS (AUSTRALIA) PTY. LTD.
AUSTRALIA
POTEN & PARTNERS (HELLAS) LTD.
BRITISH VIRGIN ISLANDS
POTEN & PARTNERS (SPAIN) SL
SPAIN
POTEN & PARTNERS (UK) LTD.
UNITED KINGDOM
POTEN & PARTNERS DENMARK ApS
DENMARK
POTEN & PARTNERS GROUP, INC.
DELAWARE
POTEN & PARTNERS LTD.
BERMUDA
POTEN & PARTNERS PTE. LTD.
SINGAPORE
POTEN & PARTNERS, INC.
DELAWARE
POTEN & PARTNERS, LLC
DELAWARE
POTEN ENGINEERING, LLC
DELAWARE
POWER MERCHANTS GROUP, LLC
NEW YORK
PVO ENERGY L.P.
TEXAS
REMATE (USA), INC.
NEW YORK
REMATE LINCE, S.A.P.I. de C.V.
MEXICO
RIVIERA COMMODITIES, LLC
TEXAS
RMT EMPLOYMENT SERVICES HOLDINGS I, LLC
DELAWARE
RMT EMPLOYMENT SERVICES HOLDINGS II, LLC
DELAWARE
RMT EMPLOYMENT SERVICES, S. DE R.L. de C.V.
MEXICO
S.A.M. AUREL BGC MONACO
MONACO
SAGE ENERGY PARTNERS, LP
TEXAS
SAGE REFINED PRODUCTS, LTD.
TEXAS

SBL SUNRISE BROKERS LIMITED
CYPRUS
SEMINOLE CAPITAL MARKETS, L.P.
DELAWARE
SISTEMAS VAR
MEXICO
STERLING INTERNATIONAL BROKERS LIMITED
UNITED KINGDOM
SUNRISE BROKERS (HONG KONG) LTD
HONG KONG
SUNRISE BROKERS LLP
UNITED KINGDOM
SUNRISE GLOBAL BROKERS LIMITED
UNITED KINGDOM
THE EURO BROKERS RELIEF FUND, INC.
NEW YORK
TOWER BRIDGE (ONE) LIMITED
UNITED KINGDOM
TOWER BRIDGE GP LIMITED
UNITED KINGDOM
TOWER BRIDGE INTERNATIONAL SERVICES L.P.
UNITED KINGDOM
TRADESOFT TECHNOLOGIES, INC.
DELAWARE
TRIDENT BROKERAGE SERVICES LLC
DELAWARE
WATER STREET LABS HOLDINGS, LLC
DELAWARE
WATER STREET LABS, LLC
DELAWARE

Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the following Registration Statements:
(1) Registration Statement (Form S-3 No. 333-173109) of BGC Group, Inc.,
(2) Registration Statement (Form S-4 No. 333-233761) of BGC Group, Inc.,
(3) Registration Statement (Form S-8 No. 333-259263) of BGC Group, Inc.,
(4) Registration Statement (Form S-8 No. 333-273106) of BGC Group, Inc.,
(5) Registration Statement (Form S-4 No. 333-281372) of BGC Group, Inc.,
(6) Registration Statement (Form S-4 No. 333-289500) of BGC Group, Inc., and
(7) Registration Statement (Form S-3 No. 333-291427) of BGC Group, Inc.
of our reports dated March 2, 2026, with respect to the consolidated financial statements and schedule of BGC Group, Inc. and the
effectiveness of internal control over financial reporting of BGC Group, Inc. included in this Annual Report (Form 10-K) of BGC
Group, Inc. for the year ended December 31, 2025.
/s/ Ernst & Young LLP
New York, New York
March 2, 2026

Exhibit 31.1
CERTIFICATION
I, Sean A. Windeatt, certify that:
1. I have reviewed this annual report on Form 10-K of BGC Group, Inc. for the year ended December 31, 2025 as filed with the Securities and Exchange
Commission on the date hereof;
2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange
Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant
and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during
the period in which this annual report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles;
c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the period covered by this annual report based on such evaluation; and
d. Disclosed in this annual report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal
quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the
registrant’s internal control over financial reporting.
5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the
registrant’s auditors and the Audit Committee of the registrant’s Board of Directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to
adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over
financial reporting.
/s/ SEAN A. WINDEATT
Sean A. Windeatt
Co-Chief Executive Officer
Date: March 2, 2026

Exhibit 31.2
CERTIFICATION
I, John J. Abularrage, certify that:
1. I have reviewed this annual report on Form 10-K of BGC Group, Inc. for the year ended December 31, 2025 as filed with the Securities and Exchange
Commission on the date hereof;
2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange
Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant
and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during
the period in which this annual report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles;
c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the period covered by this annual report based on such evaluation; and
d. Disclosed in this annual report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal
quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the
registrant’s internal control over financial reporting.
5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the
registrant’s auditors and the Audit Committee of the registrant’s Board of Directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to
adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over
financial reporting.
/s/ JOHN J. ABULARRAGE
John J. Abularrage
Co-Chief Executive Officer
Date: March 2, 2026

Exhibit 31.3
CERTIFICATION
I, JP Aubin, certify that:
1. I have reviewed this annual report on Form 10-K of BGC Group, Inc. for the year ended December 31, 2025 as filed with the Securities and Exchange
Commission on the date hereof;
2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange
Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant
and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during
the period in which this annual report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles;
c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the period covered by this annual report based on such evaluation; and
d. Disclosed in this annual report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal
quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the
registrant’s internal control over financial reporting.
5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the
registrant’s auditors and the Audit Committee of the registrant’s Board of Directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to
adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over
financial reporting.
/s/ JP AUBIN
JP Aubin
Co-Chief Executive Officer
Date: March 2, 2026

Exhibit 31.4
CERTIFICATION
I, Jason W. Hauf, certify that:
1. I have reviewed this annual report on Form 10-K of BGC Group, Inc. for the year ended December 31, 2025 as filed with the Securities and Exchange
Commission on the date hereof;
2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange
Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant
and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during
the period in which this annual report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles;
c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the period covered by this annual report based on such evaluation; and
d. Disclosed in this annual report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal
quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the
registrant’s internal control over financial reporting.
5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the
registrant’s auditors and the Audit Committee of the registrant’s Board of Directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to
adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over
financial reporting.
/s/ JASON W. HAUF
Jason W. Hauf
Chief Financial Officer
Date: March 2, 2026

Exhibit 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
In connection with the annual report of BGC Group, Inc., a Delaware corporation (the “Company”), on Form 10-K for the period ended December 31,
2025 as filed with the Securities and Exchange Commission on the date hereof, each of Sean A. Windeatt, Co-Chief Executive Officer of the Company, John J.
Abularrage, Co-Chief Executive Officer of the Company, JP Aubin, Co-Chief Executive Officer of the Company, and Jason W. Hauf, Chief Financial Officer of
the Company, certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:
(1) The Form 10-K fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Form 10-K fairly presents, in all material respects, the financial condition and results of operations of
the Company.
/s/ SEAN A. WINDEATT
/s/ JOHN J. ABULARRAGE
Name:
Sean A. Windeatt
Name:
John J. Abularrage
Title:
Co-Chief Executive Officer
Title:
Co-Chief Executive Officer
/s/ JP AUBIN
/s/ JASON W. HAUF
Name:
JP Aubin
Name:
Jason W. Hauf
Title:
Co-Chief Executive Officer
Title:
Chief Financial Officer
Date: March 2, 2026