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Item 8. Financial Statements and Supplementary Data

2024-02-29 compared with 2023-03-01 · 846 added, 653 removed, 1678 unchanged (47% of the section changed)

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

BGC Partners, Inc.

BGC Group, Inc.

and Subsidiaries

9 unchanged sentences

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of BGC Partners, Inc.

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 Partners, Inc.

We have audited the accompanying consolidated statements of financial condition of BGC Group, Inc.

(the Company) as of December 31, 2023 and 2022, 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, 2023, 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”).

1 unchanged sentence

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, 2022, 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 1, 2023 expressed an unqualified opinion thereon.

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, 2023, 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 February 29, 2024 expressed an unqualified opinion thereon.

Basis for Opinion

26 unchanged sentences

We used our tax professionals with specialized skill and knowledge to assist in evaluating the provision for income taxes including the application of relevant local and foreign tax laws to management’s calculation methodologies and tax positions.

Additionally, we tested the related effective tax rate reconciliation, evaluated the tax impact of permanent and temporary differences, and tested the application of new regulations and other authoritative guidance.

Additionally, we tested the related effective tax rate reconciliation, evaluated the tax impact of permanent and temporary differences, and tested the application of authoritative guidance.

/s/ Ernst & Young LLP

1 unchanged sentence

New York, New York

March 1, 2023

February 29, 2024

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of BGC Partners, Inc.

To the Shareholders and the Board of Directors of BGC Group, Inc.

Opinion on Internal Control Over Financial Reporting

We have audited BGC Partners, Inc.’s internal control over financial reporting as of December 31, 2022, 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 Partners, Inc.

We have audited BGC Group, Inc.’s internal control over financial reporting as of December 31, 2023, 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, 2023, based on the COSO criteria.

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, 2022 and 2021, 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, 2022, and the related notes and the financial statement schedule listed in the Index at Item 15(a)(2) and our report dated March 1, 2023 expressed an unqualified opinion thereon.

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 Trident Brokerage Services, LLC, ContiCap SA and Open Energy Group Inc., which are included in the 2023 consolidated financial statements of the Company and constituted 0.6%, 1.6%, and 0.0% of total assets, 1.4%, 4.6%, and 0.1% of net assets, respectively, as of December 31, 2023, and 1.6%, 0.2%, 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 Trident Brokerage Services, LLC and ContiCap SA and Open Energy Group Inc.

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, 2023 and 2022, 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, 2023, and the related notes and the financial statement schedule listed in the Index at Item 15(a)(2) and our report dated February 29, 2024 expressed an unqualified opinion thereon.

Basis for Opinion

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New York, New York

March 1, 2023

BGC PARTNERS, INC.

February 29, 2024

BGC GROUP, INC.

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(in thousands, except per share data)

(in thousands, except per share data and numbers of shares)

December 31, 2023 December 31, 2022

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Class A common stock, par value $ 0.01 per share;

750,000 shares authorized;

1,500,000,000 and 750,000,000 shares authorized at December 31, 2023 and December 31, 2022, respectively;

403,574,835 and 471,933,933 shares issued at December 31, 2023 and December 31, 2022, respectively;

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Class B common stock, par value $ 0.01 per share;

150,000 shares authorized;

45,884 shares issued and outstanding at each of December 31, 2022 and December 31, 2021, convertible into Class A common stock

300,000,000 and 150,000,000 shares authorized at December 31, 2023 and December 31, 2022, respectively;

109,452,953 shares and 45,884,380 issued and outstanding at December 31, 2023 and December 31, 2022, respectively, convertible into Class A common stock

Additional paid-in capital 2,105,130 2,559,418

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The accompanying Notes to the Consolidated Financial Statements are an integral part of these financial statements.

BGC PARTNERS, INC.

BGC GROUP, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

5 unchanged sentences

Fees from related parties 15,968 14,734 14,856

Data, software and post-trade 96,389 89,963 81,920

Data, network and post-trade

111,470 96,389 89,963

Interest and dividend income 45,422 21,007 21,977

23 unchanged sentences

Net income (loss) available to common stockholders $ 36,265 $ 48,712 $ 124,007

Per share data:

Per share data (Note 6):

Basic earnings (loss) per share

Net income (loss) available to common stockholders $ 48,712 $ 124,007 $ 45,062

Net income (loss) attributable to common stockholders

$ 34,070 $ 48,712 $ 124,007

Basic earnings (loss) per share $ 0.08 $ 0.13 $ 0.33

5 unchanged sentences

The accompanying Notes to the Consolidated Financial Statements are an integral part of these financial statements.

BGC PARTNERS, INC.

BGC GROUP, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

9 unchanged sentences

Comprehensive income (loss) attributable to noncontrolling interest in subsidiaries, net of tax 3,268 9,370 27,653

9,370 27,653 6,301

Comprehensive income (loss) attributable to common stockholders $ 43,114 $ 43,829 $ 112,389

The accompanying Notes to the Consolidated Financial Statements are an integral part of these financial statements.

BGC PARTNERS, INC.

BGC GROUP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

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Increase (decrease) in operating liabilities:

Financial instruments loaned, at fair value — — ( 13,902 )

Accrued compensation 18,450 ( 25,178 ) 17,989

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Payments for acquisitions, net of cash acquired ( 39,755 ) — —

Proceeds from sale of financial instruments owned, at fair value — — 14,237

Purchase of other assets ( 475 ) ( 612 ) —

Net cash provided by (used in) investing activities $ ( 90,707 ) $ ( 53,330 ) $ 121,133

BGC PARTNERS, INC.

BGC GROUP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS—(Continued)

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CASH FLOWS FROM FINANCING ACTIVITIES:

Repayments of debt and collateralized borrowings $ ( 6,391 ) $ ( 566,244 ) $ ( 357,789 )

Issuance of debt and collateralized borrowings, net of deferred issuance costs ( 75 ) 298,419 524,396

Repayments of long-term debt and collateralized borrowings

$ ( 623,251 ) $ ( 6,391 ) $ ( 566,244 )

Issuance of long-term debt and collateralized borrowings, net of deferred issuance costs

754,321 ( 75 ) 298,419

Earnings distributions to limited partnership interests and other noncontrolling interests

( 19,041 ) ( 28,877 ) ( 52,169 )

Redemption and repurchase of limited partnership interests ( 76,219 ) ( 110,565 ) ( 47,613 )

Redemption and repurchase of equity awards

( 117,867 ) ( 76,219 ) ( 110,565 )

Dividends to stockholders ( 17,381 ) ( 14,859 ) ( 15,098 )

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Proceeds from sale of Cantor units in BGC Holdings

11,539 1,487 7,894

Pre-acquisition cash capital contribution to Futures Exchange Group — — 3,845

Acquisition of Futures Exchange Group — — ( 9,022 )

Short term borrowings, net of repayments

( 1,917 ) — —

Payments on acquisition earn-outs ( 18,703 ) ( 4,384 ) ( 11,199 )

17 unchanged sentences

The accompanying Notes to the Consolidated Financial Statements are an integral part of these financial statements.

BGC PARTNERS, INC.

BGC GROUP, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

1 unchanged sentence

(in thousands, except share amounts)

BGC Partners, Inc.

BGC Group, Inc.

Stock Class B

13 unchanged sentences

Earnings distributions to limited partnership interests and other noncontrolling interests — — — — — — ( 22,658 ) ( 22,658 )

— — — — — — ( 36,569 ) ( 36,569 )

Grant of exchangeability and redemption of limited partnership interests, issuance of 58,024,858 shares

6 unchanged sentences

— — — ( 307,773 ) — — ( 57,625 ) ( 365,398 )

Forfeiture of Class A common stock, 140,188 shares

— — 181 ( 648 ) — — ( 86 ) ( 553 )

Contributions of capital to and from Cantor for equity-based compensation — — ( 15,429 ) — — — ( 12,582 ) ( 28,011 )

Grant of exchangeability, redemption of limited partnership interests and issuance of Class A common stock and RSUs for acquisitions, 1,789,018 shares

18 — 9,825 — — — ( 8,683 ) 1,160

Issuance of Class A common stock and RSUs for acquisitions, 390,775 shares

Cantor purchase of Cantor units from BGC Holdings upon redemption of FPUs, 4,408,931 units

— — — — — — 7,894 7,894

Cumulative effect of CECL standard adoption — — — — ( 883 ) — ( 417 ) ( 1,300 )

Acquisition of Futures Exchange Group — — ( 7,616 ) — — — ( 1,406 ) ( 9,022 )

Other — — 4,699 — — — ( 22 ) 4,677

1 unchanged sentence

The accompanying Notes to the Consolidated Financial Statements are an integral part of these financial statements.

BGC PARTNERS, INC.

BGC GROUP, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

1 unchanged sentence

(in thousands, except share amounts)

BGC Partners, Inc.

BGC Group, Inc.

Stock Class B

28 unchanged sentences

— — — — — — 1,487 1,487

Acquisition of Futures Exchange Group — — ( 7,616 ) — — — ( 1,406 ) ( 9,022 )

Other — — 1,334 — — — — 1,334

1 unchanged sentence

The accompanying Notes to the Consolidated Financial Statements are an integral part of these financial statements.

BGC PARTNERS, INC.

BGC GROUP, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

1 unchanged sentence

(in thousands, except share amounts)

BGC Partners, Inc.

BGC Group, Inc.

Stock Class B

11 unchanged sentences

139 — 124,825 8 — — 1,766 126,738

Dividends to common stockholders — — — — ( 14,859 ) — — ( 14,859 )

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 )

— — — — — — ( 7,598 ) ( 7,598 )

Grant of exchangeability and redemption of limited partnership interests, issuance of 29,118,664 shares

9 unchanged sentences

Contributions of capital to and from Cantor for equity-based compensation — — 2,666 — — — 116 2,782

— — ( 1,946 ) — — — ( 624 ) ( 2,570 )

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, 833,515 units

Cantor’s 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 interests 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 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

BGC GROUP, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY—(Continued)

For the Year Ended December 31, 2023

For the Year Ended December 31,

2023 2022 2021

2 unchanged sentences

The accompanying Notes to the Consolidated Financial Statements are an integral part of these financial statements.

BGC PARTNERS, INC.

BGC GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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Revenues from Contracts with Customers

Current Expected Credit Losses (CECL)

Current Expected Credit Losses

Supplemental Balance Sheet Information

2 unchanged sentences

Business Overview

BGC Partners, Inc.

is a leading global financial brokerage and technology company servicing the global financial markets.

Through brands including BGC®, Fenics®, GFI®, Sunrise Brokers™, Poten & Partners®, and RP Martin®, among others, the Company's businesses specialize in the brokerage of a broad range of products, including fixed income such as government bonds, corporate bonds, and other debt instruments, as well as related interest rate derivatives and credit derivatives.

Additionally, the Company provides brokerage products across FX, Equities, Energy and Commodities, Shipping, and Futures and Options.

The Company's businesses also provide a wide variety of services, including trade execution, connectivity solutions, brokerage services, clearing, trade compression, and other post-trade services, information, and other back-office services to a broad assortment of financial and non-financial institutions.

BGC Partners’ integrated platform is designed to provide flexibility to customers with regard to price discovery, execution and processing of transactions, and enables them to use the Company's Voice, Hybrid, or in many markets, Fully Electronic brokerage services in connection with transactions executed either OTC or through an exchange.

Through the Company's Fenics® group of electronic brands, BGC Partners offers a number of market infrastructure and connectivity services, including the Company's Fully Electronic marketplaces, and the Fully Electronic brokerage of certain products that also may trade via the Company's Voice and Hybrid execution platforms.

The full suite of Fenics® offerings includes the Company's Fully Electronic and Hybrid brokerage, market data and related information services, trade compression and other post-trade services, analytics related to financial instruments and markets, and other financial technology solutions.

Fenics® brands also operate under the names Fenics®, FMX™, FMX Futures Exchange™, Fenics Markets Xchange™, Fenics Futures

Exchange™, Fenics UST™, Fenics FX™, Fenics Repo™, Fenics Direct™, Fenics MID™, Fenics Market Data™, Fenics GO™, Fenics PortfolioMatch™, kACE2®, and Lucera®.

BGC, BGC Partners, BGC Trader, GFI, GFI Ginga, CreditMatch, Fenics, Fenics.com, FMX, Sunrise Brokers, Poten & Partners, RP Martin, kACE2, Capitalab, Swaptioniser, CBID, and Lucera are trademarks/service marks, and/or registered trademarks/service marks of BGC Partners, Inc.

and/or its affiliates.

The Company’s customers include many of the world’s largest banks, broker-dealers, investment banks, trading firms, hedge funds, governments, corporations, and investment firms.

BGC Partners has dozens of offices globally in major markets including New York and London, as well as in Bahrain, Beijing, Bogotá, Brisbane, Cape Town, Chicago, Copenhagen, Dubai, Dublin, Frankfurt, Geneva, Hong Kong, Houston, Johannesburg, Madrid, Manila, Melbourne, Mexico City, Miami, Milan, Monaco, Nyon, Paris, Perth, Rio de Janeiro, Santiago, São Paulo, Seoul, Shanghai, Singapore, Sydney, Tel Aviv, Tokyo, Toronto, and Zurich.

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 became the public holding company for, and successor to, BGC Partners, and its Class A common stock began trading on Nasdaq, in place of BGC Partners’ Class A common stock, under the ticker symbol “BGC.” 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.

BGC is a leading global brokerage and financial technology company servicing the global financial, energy and commodities markets.

BGC, through its affiliates, specializes in the trade execution of a broad range of products, including fixed income securities such as government bonds, corporate bonds, and other debt instruments, as well as related interest rate derivatives and credit derivatives.

Additionally, the Company provides brokerage services across FX, Equities, Energy and Commodities, Shipping, and Futures and Options.

Our business also provides connectivity and network solutions, clearing, market data and network connectivity products, trade compression and other post-trade services, market data and related information services and other back-office services to a broad assortment of financial and non-financial institutions.

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 our platforms, for transactions executed either OTC or through an exchange.

Through the Company’s Fenics® group of electronic brands, BGC Group offers several trade execution, market infrastructure and connectivity services, as well as post-trade services.

Fenics® brands also operate under the names Fenics®, FMX™, FMX Futures Exchange™, Fenics Markets Xchange™, Fenics Digital™, Fenics UST™, Fenics FX™, Fenics Repo™, Fenics Direct™, Fenics MID™, Fenics Market Data™, Fenics GO™, Fenics PortfolioMatch™, BGC®, BGC Trader™, kACE 2 ®, and Lucera®.

Our customers include many of the world’s largest banks, broker-dealers, investment banks, trading firms, hedge funds, governments, corporations, and investment firms.

BGC is a global operation with offices across all major geographies, including New York and London, as well as in Bahrain, Beijing, Bogota, Brisbane, Cape Town, Chicago, Copenhagen, Dubai, Dublin, Frankfurt, Geneva, Hong Kong, Houston, Johannesburg, Madrid, Manila, Melbourne, Mexico City, Miami, Milan, Monaco, Nyon, Paris, Perth, Rio de Janeiro, Santiago, São Paulo, Seoul, Shanghai, Singapore, Sydney, Tel Aviv, Tokyo, Toronto, and Zurich.

BGC, BGC Group, BGC Partners, BGC Trader, GFI, GFI Ginga, CreditMatch, Fenics, Fenics.com, FMX, Sunrise Brokers, Poten & Partners, RP Martin, kACE2, Capitalab, Swaptioniser, CBID, Caventor, LumeMarkets, Lucera, and Aurel are trademarks/service marks, and/or registered trademarks/service marks of BGC Group and/or its affiliates.

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;

• 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:

• 64.0 million Cantor units, including 5.7 million purchased on June 30, 2023, were converted into shares of BGC Group Class B common stock, subject to the terms and conditions of the Corporate Conversion Agreement, provided that a portion of the 64.0 million shares of BGC Group Class B common stock issued to Cantor will exchange into BGC Group Class A common stock in the event that BGC Group does not issue at least $ 75,000,000 in shares of BGC Group Class A or B common stock in connection with certain acquisition transactions prior to July 1, 2030, the seventh anniversary of the Corporate Conversion;

• BGC Group assumed all BGC Partners RSUs, RSU Tax Accounts or restricted stock awards outstanding as of June 30, 2023;

• 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.

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 Delaware General Corporation Law.

Additionally, BGC Group amended and restated its bylaws to adopt a provision providing that Delaware courts shall be the exclusive forum for certain matters.

Basis of Presentation

11 unchanged sentences

The change did not result in any reclassification of revenues and had no impact on the Company’s Total brokerage revenues.

During the second quarter of 2022, the Company combined "Realized losses (gains) on marketable securities", "Unrealized losses (gains) on marketable securities", and "Losses (gains) on other investments" on the unaudited Condensed Consolidated Statements of Cash Flows into "Losses (gains) on marketable securities and other investments".

The recognition of gains and losses related to these investments are similar in nature and immaterial to the financial statements in 2022 and 2021.

During the second quarter of 2022, the Company combined “Realized losses (gains) on marketable securities,” “Unrealized losses (gains) on marketable securities,” and “Losses (gains) on other investments” on the unaudited Condensed Consolidated Statements of Cash Flows into “Losses (gains) on marketable securities and other investments.” The recognition of gains and losses related to these investments are similar in nature and immaterial to the financial statements in 2022 and 2021.

During the third quarter of 2022, the Company renamed “Securities owned” as “Financial instruments owned, at fair value” and combined it with “Marketable securities” on the unaudited Condensed Consolidated Statements of Financial Condition.

In addition, “Losses (gains) on marketable securities and other investments” was renamed as “Unrealized/realized losses (gains) on financial instruments owned, at fair value and other investments” on the unaudited Condensed Consolidated Statements of Cash Flows.

The Consolidated Financial Statements contain all 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.

Spin-Off of Newmark

On November 30, 2018, the Company completed the Spin-Off.

See Note 2—"Limited Partnership Interests in BGC Holdings and Newmark Holdings," and Note 13—"Related Party Transactions" for more information.

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.

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 December 2019, the FASB issued ASU No.

2019-12, Income Taxes (Topic 740):

Simplifying the Accounting for Income Taxes .

The ASU is part of the FASB’s simplification initiative, and it is expected to reduce cost and complexity related to accounting for income taxes by eliminating certain exceptions to the guidance in ASC 740, Income Taxes related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences.

The guidance also simplifies aspects of the accounting for franchise taxes and enacted changes in tax laws or rates, and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill.

BGC adopted the standard on the required effective date beginning January 1, 2021 on a prospective basis.

The adoption of the standard did not have a material impact on the Company’s Consolidated Financial Statements.

In January 2020, the FASB issued ASU No.

2020-01, Investments—Equity Securities (Topic 321) , Investments—Equity Method and Joint Ventures (Topic 323) , and Derivatives and Hedging (Topic 815)—Clarifying the Interactions between Topic 321, Topic 323, and Topic 815 (a consensus of the FASB Emerging Issues Task Force) .

These amendments improve previous guidance by reducing diversity in practice and increasing comparability of the accounting for the interactions between these codification topics as they pertain to certain equity securities, investments under the equity method of accounting and forward contracts or purchased options to purchase securities that, upon settlement of the forward contract or exercise of the purchased option, would be accounted for under the equity method of accounting or the fair value option.

BGC adopted the standard on the required effective date beginning January 1, 2021 on a prospective basis.

The adoption of this guidance did not have a material impact on the Company’s Consolidated Financial Statements.

In October 2020, the FASB issued ASU No.

2020-10, Codification Improvements .

The standard amends the Codification by moving existing disclosure requirements to (or adding appropriate references in) the relevant disclosure sections.

The ASU also clarifies various provisions of the Codification by amending and adding new headings, cross-referencing, and refining or correcting terminology.

In August 2020, the FASB issued ASU No.

2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity ’ s Own Equity (Subtopic 815-40):

Accounting for Convertible Instruments and Contracts in an Entity ’ s Own Equity .

The standard is expected to reduce complexity and improve comparability of financial reporting associated with accounting for convertible instruments and contracts in an entity’s own equity.

The ASU also enhances information transparency by making targeted improvements to the related disclosures guidance.

Additionally, the amendments affect the diluted EPS calculation for instruments that may be settled in cash or shares and for convertible instruments.

BGC adopted the standard on the required effective date beginning January 1, 2022, and it was applied using a modified retrospective method of transition.

The adoption of this guidance did not have an impact on the Company’s Consolidated Financial Statements.

The adoption of this guidance did not have a material impact on the Company’s Consolidated Financial Statements.

In March 2020, the FASB issued ASU No.

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The ASU is effective upon issuance and generally can be applied through December 31, 2022.

In January 2021, the FASB issued ASU No.

January 2021, the FASB issued ASU No.

2021-01, Reference Rate Reform (Topic 848):

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The adoption of the new guidance did not have an impact on the Company’s Consolidated Financial Statements.

In August 2020, the FASB issued ASU No.

2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40):

Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity .

The standard is expected to reduce complexity and improve comparability of financial reporting associated with accounting for convertible instruments and contracts in an entity’s own equity.

The ASU also enhances information transparency by making targeted improvements to the related disclosures guidance.

Additionally, the amendments affect the diluted EPS calculation for instruments that may be settled in cash or shares and for convertible instruments.

BGC adopted the standard on the required effective date beginning January 1, 2022, and it was applied using a modified retrospective method of transition.

The adoption of this guidance did not have a material impact on the Company's Consolidated Financial Statements.

In November 2021, the FASB issued ASU No.

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The ASU requires disclosure of the nature and significant terms and considerations of the transactions, the accounting policies used and the effects of those transactions on an entity’s financial statements.

The new standard became effective for the Company’s

financial statements issued for annual reporting periods beginning on January 1, 2022, and it will be applied prospectively.

The new standard became effective for the Company’s financial statements issued for annual reporting periods beginning on January 1, 2022, and it will be applied prospectively.

The adoption of this guidance did not have a material impact on the Company’s Consolidated Financial Statements.

New Accounting Pronouncements

In October 2021, the FASB issued ASU No.

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The ASU requires companies to apply guidance in ASC 606, Revenue from Contracts with Customers , to recognize and measure contract assets and contract liabilities from contracts with customers acquired in a business combination, and, thus, creates an exception to the general recognition and measurement principle in ASC 805, Business Combinations .

The new standard became effective for the Company beginning January 1, 2023, and will be applied prospectively for business combinations occurring on or after the effective date.

The adoption of this guidance is not expected to have a material impact on the Company’s Consolidated Financial Statements.

BGC adopted the standard on the required effective date beginning January 1, 2023 using a prospective transition method for business combinations occurring 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 2022, the FASB issued ASU No.

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The new guidance also requires public business entities to present current-period gross write-offs (on a current year-to-date basis for interim-period disclosures) by year of origination in their vintage disclosures.

The new standard became effective for the Company beginning January 1, 2023.

The guidance for recognition and measurement of TDRs will be applied using a prospective transition method, and the amendments related to disclosures will be applied prospectively.

The adoption of this guidance is not expected to have a material impact on the Company’s Consolidated Financial Statements.

BGC adopted the standard on the required effective date beginning January 1, 2023.

The guidance for recognition and measurement of TDRs was applied using a prospective transition method, and the amendments related to disclosures will be applied prospectively.

The adoption of this guidance did not have a material impact on the Company’s Consolidated Financial Statements.

In September 2022, the FASB issued ASU No.

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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.

The new standard became effective for the Company beginning on January 1, 2023, except for the rollforward requirement, which is effective beginning January 1, 2024.

The guidance requires retrospective application to all periods in which a balance sheet is presented, except for the rollforward requirement, which will be applied prospectively.

The adoption of this guidance is not expected to have a material impact on the Company’s Consolidated Financial Statements.

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, when effective, will be applied prospectively.

The adoption of the guidance that was effective beginning January 1, 2023 did not have a material impact on the Company’s Consolidated Financial Statements.

The rollforward disclosure requirement is not expected to have a material impact on the Company’s Consolidated Financial statements.

New Accounting Pronouncements

In December 2022, the FASB issued ASU No.

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2022-06 defer the sunset date from December 31, 2022 to December 31, 2024, after which entities will no longer be permitted to apply the relief in ASC 848.

The ASU is effective upon issuance.

ASU is effective upon issuance.

Management is currently evaluating the impact of the new standard on the Company’s Consolidated Financial Statements.

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 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 will require 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 are currently required annually.

Public entities with a single reportable segment will be required to provide the new disclosures and all the disclosures currently required under ASC 280.

The new guidance will become effective for the Company’s financial statements issued for annual reporting periods beginning on January 1, 2024 and for the interim periods beginning on January 1, 2025, will require retrospective presentation, and early adoption is permitted.

Management is currently evaluating the impact of the new standard on the Company’s Consolidated Financial Statements.

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.

The new guidance will become effective for the Company’s financial statements issued for annual reporting periods beginning on January 1, 2025, will require prospective presentation with an option for entities to apply it retrospectively for each period presented, and early adoption is permitted.

Management is currently evaluating the impact of the new standard on the Company’s Consolidated Financial Statements.

Limited Partnership Interests in BGC Holdings and Newmark Holdings

BGC Partners is a holding company with no direct operations and conducts substantially all of its operations through its operating subsidiaries.

Virtually all of the Company’s consolidated net assets and net income are those of consolidated variable interest entities.

BGC Holdings is a consolidated subsidiary of the Company for which the Company is the general partner.

The Company and BGC Holdings jointly own BGC U.S.

OpCo and BGC Global OpCo, the two operating partnerships.

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 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 and Newmark Holdings.

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.

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.

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.

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Founding/Working Partner Units

Founding/Working Partners have FPUs in BGC Holdings and Newmark Holdings.

The Company accounts for FPUs outside of permanent capital, as “Redeemable partnership interest,” in the Company’s Consolidated Statements of Financial Condition.

This classification is applicable to Founding/Working Partner units because these units are redeemable upon termination of a partner, including a termination of employment, which can be at the option of the partner and not within the control of the issuer.

FPUs are held by limited partners who are employees and generally receive quarterly allocations of net income.

Upon termination of employment or otherwise ceasing to provide substantive services, the FPUs are generally redeemed, and the unit holders are no longer entitled to participate in the quarterly allocations of net income.

Since these allocations of net income are cash distributed on a quarterly basis and are contingent upon services being provided by the unit holder, they 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.

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 hold LPUs in BGC Holdings and Newmark Holdings (e.g., REUs, RPUs, PSUs, and PSIs).

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 are only granted LPUs in BGC Holdings, and Newmark employees are only granted LPUs in Newmark Holdings.

Generally, LPUs receive quarterly allocations of net income, which are cash distributed and generally are contingent upon services being provided by the unit holder.

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 and Newmark Holdings LPUs held by BGC employees 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, and the quarterly allocations of net income on BGC Holdings LPUs held by Newmark employees are reflected as a component of “Net income (loss) attributable to noncontrolling interest in subsidiaries” in the Company’s Consolidated Statements of Operations.

From time to time, the Company also issues BGC LPUs as part of the consideration for acquisitions.

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 LPUs as part of the consideration for acquisitions.

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.”

The Company has also awarded certain Preferred Units.

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.

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;

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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 receive quarterly allocations of net income based on their weighted-average pro rata share of economic ownership of the operating subsidiaries.

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 holds limited partnership interests in BGC Holdings.

Cantor units are reflected as a component of “Noncontrolling interest in subsidiaries” in the Company’s Consolidated Statements of Financial Condition.

Cantor receives allocations of net income (loss), which are cash distributed on a quarterly basis and are reflected as a component of “Net income (loss) attributable to noncontrolling interest in subsidiaries” in the Company’s Consolidated Statements of Operations.

Cantor units in BGC Holdings are generally exchangeable for up to 23.6 million shares of BGC Class B common stock.

Certain of the limited partnership interests, described above, have been granted exchangeability into shares of BGC or Newmark Class A common stock, and additional limited partnership interests may become exchangeable into shares of BGC or Newmark Class A common stock.

In addition, certain limited partnership interests have been granted the right to exchange into or have been exchanged into a partnership unit with a capital account, such as HDUs.

HDUs have a stated capital account which is initially based on the closing trading price of Class A common stock at the time the HDU is granted.

HDUs participate in quarterly partnership distributions and are generally not exchangeable into shares of Class A common stock.

Subsequent to the Spin-Off, limited partnership interests in BGC Holdings held by a partner or Cantor may become exchangeable for BGC Class A or BGC Class B common stock on a one -for-one basis, and 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 are included in the Company’s fully diluted share count, if dilutive, any exchange of limited partnership interests into shares of BGC Class A or BGC Class B common stock would not impact the fully diluted number of shares and units outstanding.

Because these limited partnership interests generally receive quarterly allocations of net income, such exchange would have no significant impact on the cash flows or equity of the Company.

Each quarter, net income (loss) is allocated between the limited partnership interests and the Company’s common stockholders.

In quarterly periods in which the Company has a net loss, the loss allocation for FPUs, LPUs and Cantor units in BGC Holdings is 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 the Company has net income, the initial allocation of income to the limited partnership interests in BGC Holdings is to Cantor and is recorded as “Net income (loss) attributable to noncontrolling interests 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 has no impact on the net income (loss) allocated to common stockholders.

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 Group Class B common stock, subject to the terms and conditions of the Corporate Conversion Agreement, provided that a portion of the 64.0 million shares of BGC Group Class B common stock issued to Cantor will exchange into BGC Group Class A common stock in the event that BGC Group does not issue at least $ 75,000,000 in shares of BGC Group Class A or B common stock in connection with certain acquisition transactions prior to the seventh anniversary of the Corporate Conversion.

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.

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 interests 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.

Summary of Significant Accounting Policies

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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.

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, software and post-trade services, and other revenues.

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.

The Company derives its commission revenues from securities, commodities and insurance-related transactions, 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.

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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.

Commission revenues are recognized at a point in time on the trade-date, 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.

Commission revenues are recognized at a point in time on the trade-date, 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.

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Net cash settlements between affiliates are generally performed on a monthly basis.

Data, Software and Post-trade:

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.

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Other Revenues:

Other revenues are earned from various sources, including underwriting and advisory fees.

Other revenues are earned from various sources, including consulting income for Poten & Partners, underwriting and advisory fees.

Other Income (Losses), Net:

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Other Income (Loss):

Other income (loss) is primarily comprised of 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”).

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).

The Company has one reportable segment (see Note 22—“Segment, Geographic and Product Information”).

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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, unrestricted assets or liabilities.

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.

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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 (CECL)

In accordance with the U.S.

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.

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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.

Refer to Note 25—“Current Expected Credit Losses” 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 doubtful accounts of approximately $ 16.3 million and $ 9.9 million as of December 31, 2022 and 2021, respectively.

Accrued commissions receivable are presented net of allowance for credit losses of approximately $ 20.9 million and $ 16.3 million as of December 31, 2023 and 2022, respectively.

The allowance is based on management’s estimate and reviewed periodically based on the facts and circumstances of each outstanding receivable.

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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.

In the Company’s capacity as an insurance agent and broker, BGC collected premiums from insureds and, after deducting its commission, remitted the premiums to the respective insurers.

BGC also collected claims or refunds from insurers on behalf of insureds.

Uncollected premiums from insureds and uncollected claims or refunds from insurers were recorded as “Accrued commissions and other receivables, net”, and the corresponding unremitted insurance premiums and claims held in a fiduciary capacity were recorded as “Accounts payable, accrued and other liabilities” in the Company’s consolidated statements of financial condition.

The Company sold its Insurance brokerage business on November 1, 2021 (see Note 5—"Divestitures" for additional information).

Loans, Forgivable Loans, and Other Receivables from Employees and Partners, Net:

The Company has entered into various agreements with certain employees and 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 and from proceeds of the sale of the employees' shares of BGC Class A common stock, or may be forgiven over a period of time.

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 and partners 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.

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.

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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 .

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.

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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 the U.S.

GAAP guidance, under investments - Equity Method and Joint Ventures, and assessing whether the carrying amount can be recovered.

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.

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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 the U.S.

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.

Long-Lived Assets:

The Company periodically evaluates potential impairment of long-lived assets and amortizable intangibles, when a change in circumstances occurs, by applying the U.S.

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.

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Goodwill is the excess of the purchase price over the fair value of identifiable net assets acquired in a business combination.

As prescribed in the U.S.

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.

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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.

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.

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Income Taxes:

The Company accounts for income taxes using the asset and liability method as prescribed in the U.S.

The Company accounts for income taxes using the asset and liability method as prescribed in U.S.

GAAP guidance, Income Taxes .

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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.

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The Company has finalized its accounting policy with respect to taxes on Global Intangible Low-Taxed Income (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:

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Restricted Stock Units:

RSUs held by certain employees of the Company are accounted for as equity awards, and in accordance with U.S.

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.

The grant-date fair value of RSUs 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 the Company’s consolidated statements of operations.

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 by the Company is accounted for as an equity award, and as per the U.S.

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 that is fully vested and 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 Partners’ and its affiliates’ customary noncompete obligations.

Such shares of restricted stock are generally salable by partners in five to ten years .

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 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.

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.

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:

LPUs in BGC Holdings and Newmark Holdings generally are held by employees of both BGC and Newmark and receive quarterly allocations of net income, which are cash distributed on a quarterly basis and generally contingent upon services being provided by the unit holders.

Following the Spin-Off, the quarterly allocations of net income on BGC Holdings and Newmark Holdings LPUs held by BGC employees are reflected as a component of compensation expense under “Equity-based compensation and allocations of net income to limited partnership units and FPUs,” and the quarterly allocations of net income on BGC Holdings LPUs held by Newmark employees are reflected as a component of “Net income (loss) attributable to noncontrolling interest in subsidiaries” in the Company’s consolidated statements of operations.

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 in four equal yearly installments after the holder’s termination.

These limited partnership units held by BGC employees are accounted for as post-termination liability awards under the U.S.

GAAP guidance, which requires that the Company record an expense for such awards based on the change in value at each reporting

period and include the expense 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.” The liability for these limited partnership units held by BGC employees with a post-termination payout amount is included in “Accrued compensation” on the Company’s consolidated statements of financial condition.

Following the Spin-Off, certain limited partnership units in BGC Holdings are granted exchangeability or redeemed in connection with the grant of shares of BGC Class A common stock on a one -for-one basis (subject to adjustment), and certain limited partnership units in Newmark Holdings are granted exchangeability or redeemed in connection with the grant of shares of Newmark Class A common stock based on the exchange ratio at the time.

At the time exchangeability or redemption is granted for BGC employees, the Company recognizes an expense based on the fair value of the award on that date, which is included in “Equity-based compensation and allocations of net income to limited partnership units and FPUs” in the Company’s consolidated statements of operations.

Further, certain LPUs in BGC Holdings and Newmark Holdings have a stated vesting schedule and do not receive quarterly allocations of net income.

The grant-date fair value of these LPUs is amortized to expense ratably over the awards’ expected vesting periods.

In addition, 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 grant 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.

Each quarter, the net profits of BGC Holdings and Newmark Holdings are allocated to Preferred 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 (the “Preferred Distribution”).

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 common stock and are only entitled to the Preferred Distribution, and 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 interests generally receive quarterly allocations of net income based on their weighted-average pro-rata share of economic ownership of the operating subsidiaries .

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.

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.”

Redeemable Partnership Interest:

Redeemable partnership interest represents limited partnership interests in BGC Holdings held by Founding/Working Partners.

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.

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Noncontrolling Interest in Subsidiaries:

Noncontrolling interest in subsidiaries represents equity interests in consolidated subsidiaries that are not attributable to the Company, such as Cantor units and 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.

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).

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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 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.

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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 .

There were no acquisitions completed by the Company for the year ended December 31, 2022.

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.

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.

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.

Total Consideration

The total consideration for all acquisitions during the year ended December 31, 2023 was approximately $ 71.0 million, subject to post-closing adjustments, which includes 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 $ 18.4 million.

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 as of the acquisition dates, and expects to finalize its analysis with respect to acquisitions within the first year after the completion of the respective transaction.

Therefore, adjustments to preliminary allocations may occur.

There were no acquisitions completed by the Company during the year ended December 31, 2022.

Futures Exchange Group

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There was no other consideration paid during the year ended December 31, 2021.

Therefore, adjustments to preliminary allocations may occur.

On November 1, 2021, the Company successfully completed the Insurance Business Disposition and, after closing adjustments, received $ 534.9 million in gross cash proceeds, subject to limited post-closing adjustments.

As a result of this sale, the Company recognized a $ 312.9 million gain, net of banking fees, other professional fees, and compensation expenses, which was included in “Gains (losses) on divestitures and sale of investments” in the Company's Consolidated Statements of Operations for the year ended December 31, 2021.

Operations for the year ended December 31, 2021.

CF&Co served as advisor to the Company in connection with the transaction, and as a result, the banking fees included $ 4.4 million paid to Cantor upon closing of the transaction.

The Company had no gains or losses from divestitures or sale of investments during both the years ended December 31, 2023 and 2022.

Earnings Per Share

GAAP guidance establishes standards for computing and presenting EPS.

Basic EPS excludes dilution and is computed by dividing net income (loss) available to common stockholders by the weighted-average number of shares of common stock outstanding and contingent shares for which all necessary conditions have been satisfied except for the passage of time.

Net income (loss) is allocated to the Company’s outstanding common stock, FPUs, LPUs and Cantor units (see Note 2—“Limited Partnership Interests in BGC Holdings and Newmark Holdings”).

Basic Earnings Per Share:

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Net income (loss) available to common stockholders $ 36,265 $ 48,712 $ 124,007

Dividends declared and allocation of undistributed earnings to participating securities ( 2,195 ) — —

Net income (loss) attributable to common stockholders 34,070 48,712 124,007

Basic weighted-average shares of common stock outstanding

426,436 371,561 379,215

Basic earnings (loss) per share $ 0.08 $ 0.13 $ 0.33

Fully Diluted Earnings Per Share:

Fully diluted EPS is calculated utilizing net income (loss) available to common stockholders plus net income allocations to the limited partnership interests as the numerator.

The denominator comprises the Company’s weighted-average number of outstanding shares of BGC common stock, including contingent shares of BGC common stock, and, if dilutive, the weighted-average number of limited partnership interests, including contingent units of BGC Holdings, and other contracts to issue shares of BGC common stock, including RSUs.

The limited partnership interests generally are potentially exchangeable into shares of BGC Class A common stock (see Note 2—“Limited Partnership Interests in BGC Holdings and Newmark Holdings”) and are entitled to their pro-rata share of earnings after the deduction for the Preferred Distribution;

as a result, they are included in the fully diluted EPS computation to the extent that the effect would be dilutive.

The following is the calculation of the Company’s fully diluted EPS (in thousands, except per share data):

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Fully diluted earnings (loss) per share:

Net income (loss) available to common stockholders $ 48,712 $ 124,007 $ 45,062

Net income (loss) from continuing operations attributable to common stockholders $ 34,070 $ 48,712 $ 124,007

Allocations of net income (loss) to limited partnership interests, net of tax ( 156 ) 14,767 49,988

Allocations of undistributed earnings to participating securities 1,731 — —

Reallocation of undistributed earnings to participating securities ( 1,702 ) — —

Net income (loss) for fully diluted shares $ 33,943 $ 63,479 $ 173,995

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Partnership units¹ 57,239 124,738 155,356

Non-participating RSUs 1,406 1,913 4,074

4,908 1,202 1,375

RSUs (Treasury stock method) 1,913 4,074 737

Other 1,202 1,375 1,245

Fully diluted weighted-average shares of common stock outstanding

489,989 499,414 540,020

Fully diluted earnings (loss) per share $ 0.13 $ 0.32 $ 0.12

Fully diluted earnings (loss) per share from continuing operations

$ 0.07 $ 0.13 $ 0.32

____________________________________

1 Partnership units collectively include FPUs, LPUs, and Cantor units (see Note 2—“Limited Partnership Interests in BGC Holdings and Newmark Holdings” for more information).

2 Primarily consists of other contracts to issue shares of BGC common stock.

For the years ended December 31, 2023, 2022 and 2021, approximately 14.3 million, 0.5 million and 0.1 million of potentially dilutive securities, respectively, 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, 2022 included 0.5 million RSUs.

Anti-dilutive securities for the year ended December 31, 2023, included 12.7 million participating RSUs and 1.6 million participating restricted stock awards.

Anti-dilutive securities for the year ended December 31, 2022 included 0.5 million RSUs.

Anti-dilutive securities for the year ended December 31, 2021 included 0.1 million RSUs.

As of December 31, 2022, 2021 and 2020, approximately 50.2 million, 36.4 million and 27.7 million shares, respectively, of contingent shares of BGC Class A common stock, N units, RSUs, and LPUs were excluded from the fully diluted EPS computations because the conditions for issuance had not been met by the end of the respective periods.

As of December 31, 2023, approximately 63.3 million shares of 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.

As of December 31, 2022 and 2021, approximately 50.2 million and 36.4 million shares, respectively, of contingent shares of BGC Class A common stock, N units, RSUs, and LPUs were excluded from the fully diluted EPS computations because the conditions for issuance had not been met by the end of the respective periods.

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 include agreements with terminated employees to deliver shares 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.

Stock Transactions and Unit Redemptions

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Share issuances:

Redemptions/exchanges of limited partnership interests ¹

Redemptions/exchanges of limited partnership interests and contingent share obligations ¹

30,754 30,998

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Other issuances of BGC Class A common stock 2,946 501

Restricted stock awards 2

Restricted stock forfeitures

( 1,428 ) ( 67 )

Treasury stock repurchases ( 24,220 ) ( 27,087 )

Forfeitures of restricted BGC Class A common stock ( 67 ) ( 140 )

Shares outstanding at end of period 390,095 325,858

____________________________________

Included in redemptions/exchanges of limited partnership interests for the year ended December 31, 2022 are 20.9 million shares of BGC Class A common stock granted in connection with the cancellation of 21.4 million LPUs.

Included in redemption/exchanges of limited partnership interests for the year ended December 31, 2021, are 27.5 million shares of BGC Class A common stock granted in connection with the cancellation of 29.7 million LPUs.

Contingent share obligations includes 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, 2023 are 20.5 million shares of BGC Class A common stock granted in connection with the cancellation of 26.4 million LPUs and settlement of 0.4 million contingent share obligations.

Included in redemption/exchanges of limited partnership interests and contingent share obligations for the year ended December 31, 2022, are 20.9 million shares of BGC Class A common stock granted in connection with the cancellation of 21.4 million LPUs.

Because LPUs are included in the Company’s fully diluted share count, if dilutive, redemptions/exchanges in connection with the issuance of BGC Class A common stock would not impact the fully diluted number of shares outstanding.

Included in restricted stock awards for the year ended December 31, 2023, are 22.4 million shares of restricted stock that do not receive dividends until their respective vesting and contingent conditions are met.

These restricted stock awards do have voting rights.

Class B Common Stock

The Company did not issue any shares of BGC Class B common stock during the years ended December 31, 2022 and 2021.

As of December 31, 2022 and 2021, there were 45.9 million shares of BGC Class B common stock outstanding.

On March 9, 2018, the Company filed the March 2018 Form S-3 and entered into the March 2018 Sales Agreement, 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 under the CEO Program.

The Company issued 64.0 million shares of BGC Class B common stock during the year ended December 31, 2023 due to the Corporate Conversion.

Following the Corporate Conversion, Cantor satisfied its obligation to its holders of April 2008 distribution rights shares and February 2012 distribution rights shares through the distribution of 15.8 million shares of BGC Class B common stock to such shareholders.

0.4 million shares of BGC Class B common stock were distributed by Cantor to recipients in whose hands the shares converted into shares of BGC Class A common stock pursuant to the terms of the Company ’ s Amended and Restated Certificate of Incorporation, which resulted in an increase of 0.4 million shares of BGC Class A common stock outstanding and a decrease of 0.4 million shares of BGC Class B common stock outstanding.

Company did not issue any shares of BGC Class B common stock during 2022.

As of December 31, 2023 and 2022, there were 109.5 million and 45.9 million shares of BGC Class B common stock outstanding, respectively.

On March 9, 2018, the Company filed the March 2018 Form S-3 Registration Statement and entered into the March 2018 Sales Agreement, 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 under the CEO Program.

CF&Co is a wholly-owned subsidiary of Cantor and an affiliate of the Company.

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The Company did no t sell any shares under the March 2018 Sales Agreement during the year ended December 31, 2021.

The March 2018 Form S-3 and the March 2018 Sales Agreement expired in September 2021.

The March 2018 Form S-3 Registration Statement and the March 2018 Sales Agreement expired in September 2021.

As of the date of expiration, the Company had sold 17.6 million shares of BGC Class A common stock (or $ 210.8 million) under the March 2018 Sales Agreement.

For additional information on the Company’s CEO Program sales agreements, see Note 13—“Related Party Transactions.” 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 (the "March 2021 Form S-3").

On July 8, 2022, the Company filed an amendment to the March 2021 Form S-3.

On August 3, 2022, the March 2021 Form S-3 was declared effective by the SEC, and the Company entered into the August 2022 Sales Agreement on August 12, 2022.

For additional information on the Company’s CEO Program sales agreements, see Note 13—“Related Party Transactions.” 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.

As of December 31, 2023 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 August 3, 2021, the Company’s Board and Audit Committee increased the BGC Partners share repurchase and unit redemption authorization to $ 400.0 million, which may include purchases from Cantor, its partners or employees or other affiliated persons or entities.

Again, on November 4, 2022, the Board and Audit Committee increased the BGC Partners share repurchase and unit redemption authorization to $ 400.0 million, which may include purchases from Cantor, its partners or employees or other affiliated persons or entities.

As of December 31, 2022, the Company had $ 376.4 million remaining from its share repurchase and unit redemption authorization.

From time to time, the Company may actively continue to repurchase shares and/or redeem units.

The tables below represent the units redeemed and/or shares repurchased for cash and does 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.

On August 3, 2021, the Company’s Board and Audit Committee increased the BGC Partners share repurchase and unit redemption authorization to $ 400.0 million, which could have included purchases from Cantor, its partners or employees or other affiliated persons or entities.

Again, on November 4, 2022, the Board and Audit Committee increased the BGC Partners share repurchase and unit redemption authorization to $ 400.0 million, which could have included purchases from Cantor, its partners or employees or other affiliated persons or entities.

On July 1, 2023, the BGC Group Board 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.

As of December 31, 2023, the Company had $ 333.1 million remaining from its share repurchase authorization.

From time to time, the Company may actively continue to repurchase shares.

The table below represents the units redeemed and/or shares repurchased for cash and does 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 gross unit redemptions and share repurchases of BGC Class A common stock during the year ended December 31, 2023 were as follows (in thousands, except for weighted-average price data):

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or Share Approximate

Shares That Could Be Redeemed/

Shares That Could Be

Under the Program at December 31, 2023

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During the year ended December 31, 2023, the Company repurchased 24.2 million shares of BGC Class A common stock at an aggregate price of $ 119.6 million for a weighted-average price of $ 4.94 per share.

These repurchases includes 1.0 million restricted shares vested but withheld described in the following footnote.

Includes 1.0 million shares withheld to satisfy tax liabilities due upon the vesting of restricted stock.

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.

The fair value of restricted shares vested, withheld to satisfy tax liabilities was $ 5.0 million at a weighted-average price of $ 5.21 per share.

The gross unit redemptions and share repurchases of BGC Class A common stock during the year ended December 31, 2022 were as follows (in thousands, except for weighted-average price data):

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or Share Approximate

Shares That Could Be Redeemed/

Units and Shares

That Could Be

Under the Program at December 31, 2022

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FPUs redeemed 288 ( 830 )

Corporate conversion

Balance at end of period $ — $ 15,519

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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 $ 97.8 thousand and unrealized net gains of $ 41.3 thousand as of December 31, 2022 and 2021, respectively, related to the mark-to-market adjustments on such instruments.

The Company recognized unrealized net gains of $ 0.1 million, unrealized net losses of $ 0.1 million, and nil as of December 31, 2023, 2022, and 2021 respectively, related to the mark-to-market adjustments on such instruments.

Collateralized Transactions

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Securities sold under Repurchase Agreements are accounted for as collateralized financing transactions and are recorded at the contractual amount for which the securities will be repurchased, including accrued interest.

As of both December 31, 2022, and 2021, the Company had not facilitated any Repurchase Agreements for the purpose of financing fails.

As of both December 31, 2023, and 2022, 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, 2023 and 2022, the Company had no Reverse Repurchase Agreements.

Receivables from and Payables to Broker-Dealers, Clearing Organizations, Customers and Related Broker-Dealers

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Other receivables from broker-dealers and customers 28,546 19,693

Net pending trades — 5,506

Open derivative contracts 3,607 3,762

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These derivative contracts primarily consist of FX swaps, FX/commodities options, futures and forwards.

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 their closing prices.

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 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.

The Company does not designate any derivative contracts as hedges for accounting purposes.

GAAP guidance 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 to offset exists under an enforceable netting agreement.

Derivative contracts are recorded as part of “Receivables from broker-dealers, clearing organizations, customers and related broker-dealers” and “Payables to broker-dealers, clearing organizations, customers and related broker-dealers” in the Company’s Consolidated Statements of Financial Condition.

The fair value of derivative contracts, computed in accordance with the Company’s netting policy, is set forth below (in thousands):

The fair value of derivative contracts, presented in accordance with the Company’s netting policy, is set forth below (in thousands):

December 31, 2023 December 31, 2022

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FX swaps $ 5,912 $ ( 793 ) $ 5,119

Futures 66,037 ( 64,769 ) 1,268

Forwards 659 ( 50 ) 609

Futures 62,721 ( 62,693 ) 28

Interest rate swaps 12,182 ( 12,182 ) —

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Gross Amounts Gross Amounts Offset Net Amounts Presented in the Statements of Financial Condition

Forwards $ 452 $ ( 60 ) $ 392

FX swaps $ 3,623 $ ( 489 ) $ 3,134

Forwards 746 ( 143 ) 603

Interest rate swaps 895 ( 870 ) 25

Futures 64,769 ( 64,769 ) —

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FX swaps $ 6,285 $ ( 489 ) $ 5,796

Forwards 479 ( 60 ) 419

Futures 66,037 ( 64,769 ) 1,268

Forwards 712 ( 143 ) 569

Interest rate swaps 870 ( 870 ) —

Total derivative liabilities $ 73,904 $ ( 66,271 ) $ 7,633

There were no additional balances in gross amounts not offset as of December 31, 2022 and 2021, respectively.

There were no additional balances in gross amounts not offset as of either December 31, 2023 or 2022.

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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Futures $ 13,139 $ 16,388 $ 10,902

Interest rate swaps 3,454 25 —

FX swaps 2,619 2,466 182

FX/commodities options 230 331 225

Interest rate swaps 25 — —

Forwards — — ( 43 )

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Fair Value Measurements on a Recurring Basis

GAAP 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, unrestricted 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.

As required by U.S.

GAAP guidance, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

The following tables set forth by level within the fair value hierarchy financial assets and liabilities accounted for at fair value under U.S.

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FX swaps $ — $ 5,912 $ — $ ( 793 ) $ 5,119

Futures — 66,037 — ( 64,769 ) 1,268

Forwards — 659 — ( 50 ) 609

Futures — 62,721 — ( 62,693 ) 28

Interest rate swaps — 12,182 — ( 12,182 ) —

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Financial instruments owned, at fair value - Equities 466 — — — 466

Financial instruments owned, at fair value - Corporate bonds — 1 — — 1

Forwards — 452 — ( 60 ) 392

FX swaps — 3,623 — ( 489 ) 3,134

Forwards — 746 — ( 143 ) 603

Interest rate swaps — 895 — ( 870 ) 25

Futures — 64,769 — ( 64,769 ) —

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Collateral Total

Futures $ — $ 71,437 $ — $ ( 70,497 ) $ 940

FX swaps $ — $ 6,285 $ — $ ( 489 ) $ 5,796

Futures — 66,037 — ( 64,769 ) 1,268

Forwards — 712 — ( 143 ) 569

Interest rate swaps — 870 — ( 870 ) —

Contingent consideration — — 24,279 — 24,279

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Unrealized (gains) losses included in Other comprehensive income (loss) 2

Issuances Sales/

Settlements Closing Balance at December 31, 2023 Net income (loss) on Level 3 Assets / Liabilities Outstanding at December 31,

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Unrealized gains (losses) are reported in “Foreign currency translation adjustments,” in the Company’s Consolidated Statements of Comprehensive Income (Loss).

“Purchases/Issuances” includes a $ 2.2 million measurement period adjustment relating to the Trident Acquisition (see Note 16—“Goodwill and Other Intangible Assets, Net” for additional information).

Changes in Level 3 liabilities measured at fair value on a recurring basis for the year ended December 31, 2022 were as follows (in thousands):

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Discount rate 1

6.8 %- 10.2 %

Contingent consideration $ — $ 11,929 Present value of expected payments Probability of meeting earnout and contingencies 20 %- 100 %

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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.

Significant increases (decreases) in the forecasted financial information

would have resulted in a significantly higher (lower) fair value measurement.

As of December 31, 2023 and 2022, the present value of expected payments related to the Company’s contingent consideration was $ 11.9 million and $ 24.3 million, respectively.

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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

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For the years ended December 31, 2023, 2022 and 2021, the Company was charged $ 97.4 million, $ 84.9 million and $ 81.9 million, respectively, for the services provided by Cantor and its affiliates, of which $ 64.7 million, $ 59.2 million and $ 57.9 million, respectively, were to cover compensation to leased employees for the years ended December 31, 2023, 2022 and 2021.

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 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 Operati ons.

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.

Clearing Agreement with Cantor

The Company receives certain clearing services from Cantor pursuant to its clearing agreement.

These clearing services are provided in exchange for payment by the Company of third-party 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.

Purchase of Futures Exchange Group

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As of December 31, 2023 and 2022, the Company had recorded assets of $ 1.0 million and $ 1.0 million, respectively, in the Company’s Consolidated Statements of Financial Condition for this indemnity.

In addition, the Futures Exchange Group received capital contributions from Cantor of $ 5.3 million and $ 4.6 million, for the years ended December 31, 2021 and 2020, respectively.

These capital contributions were made prior to BGC's acquisition of the Futures Exchange Group.

There were no capital contributions received from Cantor by the Futures Exchange Group for the year ended December 31, 2022.

Newmark Spin-Off

The Separation and Distribution Agreement sets forth the agreements among BGC, Cantor, Newmark and their respective subsidiaries.

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 are remaining partners who hold 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.

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 existing limited partnership interests in BGC Holdings held by Newmark employees and the existing limited partnership interests in Newmark Holdings held by BGC employees are exchanged/redeemed, the related capital can be contributed to and from Cantor, 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 0.9231 shares of Newmark common stock per Newmark Holdings interest (subject to adjustment).

Clearing Agreement with Cantor

The Company receives certain clearing services from Cantor pursuant to its clearing agreement.

These clearing services are provided in exchange for payment by the Company of third-party 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.

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.

Clearing Capital Agreement with Cantor

In November 2008, the Company entered into a 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, this 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.

During the years ended December 31, 2023, 2022 and 2021, the Company was charged $ 2.2 million, $ 0.8 million and $ 0.7 million, respectively, by Cantor for the cash or other collateral posted by Cantor on BGC’s behalf.

Cantor had not requested any cash or other property from the Company as collateral as of December 31, 2023.

Other Agreements with Cantor

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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 December 31, 2022, and December 31, 2021, the Company had not facilitated any Repurchase Agreements with Cantor.

As of both December 31, 2023 and December 31, 2022, 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 December 31, 2023 and 2022, the Company ha d no R everse Repurchase Agreements outstanding.

To more effectively manage the Company’s exposure to changes in FX rates, the Company and Cantor have agreed to jointly manage the exposure.

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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 year ended December 31, 2022, the Company recognized its share of FX losses of $ 0.1 million.

During the years ended December 31, 2021 and 2020, the Company recognized its share of FX gains of $ 0.5 million and $ 1.5 million, respectively.

During the years ended December 31, 2023, 2022 and 2021, the Company recognized its share of FX gain of $ 1.6 million, loss of $ 0.1 million and gain of $ 0.5 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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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 December 31, 2022 and December 31, 2021, the Company did not have any investments in the program.

On June 5, 2015, the Company entered into the Exchange Agreement with Cantor providing Cantor, CFGM and other Cantor affiliates entitled to hold BGC Class B common stock the right to exchange 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 now owned or subsequently acquired by such Cantor entities for up to an aggregate of 34.6 million shares of BGC Class B common stock.

Such shares of BGC Class B common stock, which currently can be acquired upon the exchange of Cantor units owned in BGC Holdings, are already included in the Company’s fully diluted share count and will not increase Cantor’s current maximum potential voting power in the common equity.

The Exchange Agreement enabled the Cantor entities to acquire the same number of shares of BGC Class B common stock that they were already entitled to acquire without having to exchange its Cantor units in BGC Holdings.

The Audit Committee and Board determined that it was in the best interests of the Company and its stockholders to approve the Exchange Agreement because it will help ensure that Cantor retains its units in BGC Holdings, which is the same partnership in which the Company’s partner employees participate, thus continuing to align the interests of Cantor with those of the partner employees.

On November 23, 2018, in the Class B Issuance, BGC Partners issued 10.3 million shares of BGC Partners Class B common stock to Cantor and 0.7 million shares of BGC Partners Class B common stock to CFGM, in each case in exchange for shares of BGC Class A common stock owned by Cantor and CFGM, respectively, on a one -to-one basis pursuant to the

Exchange Agreement.

Pursuant to the Exchange Agreement, no additional consideration was paid to BGC Partners by Cantor or CFGM for the Class B Issuance.

Following this exchange, Cantor and its affiliates have the right to exchange under the Exchange Agreement up to an aggregate of 23.6 million shares of BGC Class A common stock, now owned or subsequently acquired, or its Cantor units in BGC Holdings, into shares of BGC Class B common stock.

As of both December 31, 2023 and December 31, 2022, 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 Class B common stock the right to exchange 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.

As of December 31, 2023, Cantor and CFGM did not own any shares of BGC Class A common stock.

The Company and Cantor have agreed that any shares of BGC Class B common stock issued in connection with the Exchange Agreement would be deducted from the aggregate number of shares of BGC Class B common stock that may be issued to the Cantor entities upon exchange of Cantor units in BGC Holdings.

Accordingly, the Cantor entities will not be entitled to receive any more shares of BGC Class B common stock under this agreement than they were previously eligible to receive upon exchange of exchangeable limited partnership units.

On March 19, 2018, the Company entered into the BGC Credit Agreement with Cantor.

As of December 31, 2023, Cantor and CFGM owned 93.3 million and 3.0 million shares of BGC Class B common stock, respectively.

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 in 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 and an affiliate of Cantor.

On August 6, 2018, the Company 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.

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.

The BGC Credit Agreement will mature on the earlier to occur of (a) March 19, 2024, after which the maturity date of the BGC Credit Agreement will continue to be extended for 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.

The outstanding amounts under the BGC Credit Agreement will bear interest for any rate period at a per annum rate equal to the higher of BGC’s or Cantor’s short-term borrowing rate in effect at such time plus 1.00 %.

As of December 31, 2022 and 2021, there were no borrowings by BGC or Cantor outstanding under this Agreement.

As of both December 31, 2023 and 2022, there were no borrowings by BGC or Cantor outstanding under this agreement.

The Company did no t record any interest expense related to the agreement for the years ended December 31, 2023, 2022, and 2021.

The Company recorded interest expense related to the Agreement of $ 0.4 million for the year ended December 31, 2020.

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 December 31, 2022 and 2021, the Company ha d no reverse repurchase agreements outstanding.

Receivables from and Payables to Related Broker-Dealers

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As of December 31, 2023 and 2022, the Company had $ 4.9 million and $ 5.8 million, respectively, in payables to Cantor related to open derivative contracts.

As of both December 31, 2022 and 2021, the Company did not have any receivables from and payables to Cantor related to fails and pending trades.

As of December 31, 2023, the Company had $ 0.8 million receivables from and payables to Cantor related to fails and pending trades.

As of December 31, 2022, the Company did not have any receivables from and payables to Cantor related to fails and pending trades.

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 and partners to grant bonus and salary advances or other types of loans.

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.

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CEO Program and Other Transactions with CF&Co

As discussed in Note 7—“Stock Transactions and Unit Redemptions,” the Company entered into both the March 2018 Sales Agreement and the August 2022 Sales Agreement with CF&Co, as the Company’s sales agent under the CEO Program.

During the years ended December 31, 2022 and 2021, the Company did no t sell any shares of Class A common stock under the March 2018 Sales Agreement or the August 2022 Sales Agreement.

The March 2018 Sales Agreement expired in September 2021.

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, 2023 and 2022, the Company did no t sell any shares of Class A common stock under its CEO Program.

For the years ended December 31, 2023, 2022 and 2021, the Company was no t charged for services provided by CF&Co related to the CEO Program with CF&Co.

For the year ended December 31, 2020, the Company was charged approximately $ 9 thousand, for services provided by CF&Co related to the Company's Sales Agreements with CF&Co.

The net proceeds of the shares sold are included as part of “Additional paid-in capital” in the Company’s Consolidated Statements of Financial Condition.

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 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.

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As of December 31, 2023 and 2022, the Company did not have any Securities loaned transactions with CF&Co.

Securities loaned transactions are included in “Securities loaned” in the Company’s Consolidated Statements of Financial Condition.

On May 27, 2016, the Company issued an aggregate of $ 300.0 million principal amount of 5.125 % Senior Notes.

In connection with this issuance of the 5.125 % Senior Notes, the Company recorded $ 0.5 million in underwriting fees payable to CF&Co.

These fees were recorded as a deduction from the carrying amount of the debt liability, which was amortized as interest expense over the term of the notes.

Cantor tendered $ 15.0 million of such senior notes in the tender offer for the 5.125 % Senior Notes completed on August 14, 2020.

The 5.125 % Senior Notes matured on May 27, 2021.

On July 24, 2018, the Company issued an aggregate of $ 450.0 million principal amount of 5.375 % Senior Notes.

The 5.375 % Senior Notes are general senior unsecured obligations of the Company.

In connection with this issuance of the 5.375 % Senior Notes, the Company recorded approximately $ 0.3 million in underwriting fees payable to CF&Co.

Any securities loaned transactions would be included in “Securities loaned” in the Company’s Consolidated Statements of Financial Condition.

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 approximately $ 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 deduction from the carrying amount of the debt liability, which is amortized as interest expense over the term of the notes.

On September 27, 2019, the Company issued an aggregate of $ 300.0 million principal amount of 3.750 % Senior Notes.

In connection with this issuance of the 3.750 % Senior Notes, the Company recorded $ 0.2 million in underwriting fees payable to CF&Co.

These fees were recorded as a deduction from the carrying amount of the debt liability, which was 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 deduction from the carrying amount of the debt liability, which is amortized as interest expense over the term of the notes.

On June 11, 2020, the Company’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.

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.

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As of December 31, 2023, the Company had $ 50.0 million remaining under its debt repurchase authorization.

On July 10, 2020, the Company issued an aggregate of $ 300.0 million principal amount of 4.375 % Senior Notes.

In connection with this issuance of the 4.375 % Senior Notes, the Company recorded $ 0.2 million in underwriting fees payable to CF&Co.

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 deduction from the carrying amount of the debt liability, which is amortized as interest expense over the term of the notes.

Cantor purchased $ 14.5 million of such senior notes and still held such notes as of December 31, 2022.

Under rules adopted by the CFTC, all foreign introducing brokers engaging in transactions with U.S.

persons are required to register with the NFA and either meet financial reporting and net capital requirements on an individual basis or obtain a guarantee agreement from a registered FCM.

From time to time, the Company’s foreign-based brokers engage in interest rate swap transactions with U.S.-based counterparties, and, therefore, the Company is subject to the CFTC requirements.

Mint Brokers has entered into guarantees on behalf of the Company, and the Company is required to indemnify Mint Brokers for the amounts, if any, paid by Mint Brokers on behalf of the Company pursuant to this arrangement.

Effective April 1, 2020, these guarantees were transferred to Mint Brokers from CF&Co.

During the years ended December 31, 2022, 2021 and 2020, the Company recorded fees of $ 0.1 million with respect to these guarantees, respectively.

These fees were included in “Fees to related parties” in the Company’s Consolidated Statements of Operations.

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.

Cantor holds such BGC Group 4.375 % Senior Notes as of December 31, 2023.

On May 25, 2023, the Company issued an aggregate of $ 350.0 million principal amount of the 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 deduction from the carrying amount of the debt liability, which is amortized as interest expense over the term of the notes.

Cantor Rights to Purchase Cantor Units from BGC Holdings

Cantor has 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, pursuant to Article Eight, Section 8.08, of the Second Amended and Restated BGC Holdings Limited Partnership Agreement (previously the Sixth Amendment), where either current, terminating, or terminated partners are permitted by the Company to exchange any portion of their FPUs and Cantor consents to such exchangeability, the Company shall 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 acquires any Cantor units as a result of the purchase or redemption by BGC Holdings of any FPUs, Cantor will be entitled to the benefits (including distributions) of such units it acquires from the date of termination or bankruptcy of the applicable Founding/Working Partner.

In addition, any such Cantor units purchased by Cantor are currently exchangeable for up to 23.6 million shares of BGC Class B common stock or, at Cantor’s election or if there are no such additional shares of BGC Class B common stock, shares of BGC Class A common stock, in each case on a one -for-one basis (subject to customary anti-dilution adjustments).

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 March 31, 2021, Cantor purchased from BGC Holdings an aggregate of 1,149,684 Cantor units for aggregate consideration of $ 2,104,433 as a result of the redemption of 1,149,684 FPUs, and 1,618,376 Cantor units for aggregate consideration of $ 3,040,411 as a result of the exchange of 1,618,376 FPUs.

On October 28, 2021, Cantor purchased from BGC Holdings an aggregate of 460,929 Cantor units for an aggregate consideration of $ 715,605 as a result of the redemption of 460,929 FPUs, and 1,179,942 Cantor units for aggregate consideration of $ 2,033,838 as a result of the exchange of 1,179,942 FPUs.

On May 17, 2022, Cantor purchased from BGC Holdings an aggregate 427,494 Cantor units for aggregate consideration of $ 841,010 as a result of the redemption of 427,494 FPUs, and 52,681 Cantor units for aggregate consideration of $ 105,867 as a result of the exchange of 52,681 FPUs.

On May 17, 2022, Cantor purchased from BGC Holdings an aggregate of 427,494 Cantor units for an aggregate consideration of $ 841,010 as a result of the redemption of 427,494 FPUs, and 52,681 Cantor units for an aggregate consideration of $ 105,867 as a result of the exchange of 52,681 FPUs.

On October 25, 2022, Cantor purchased from BGC Holdings an aggregate of 275,833 Cantor units for an aggregate consideration of $ 397,196 as a result of the redemption of 275,833 FPUs, and 77,507 Cantor units for aggregate consideration of $ 142,613 as a result of the exchange of 77,507 FPUs.

Each Cantor unit in BGC Holdings held by Cantor is exchangeable by Cantor at any time on a one -for-one basis (subject to adjustment) for shares of BGC Class A common stock.

As of December 31, 2022, there were 0.3 million FPUs in BGC Holdings remaining, which BGC Holdings had the right to redeem or exchange and with respect to which Cantor will have the right to purchase an equivalent number of Cantor units following such redemption or exchange.

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, 2023, there were no FPUs in BGC Holdings remaining.

Cantor Aurel Revenue Sharing Agreement

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Aurel is 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.

For the year ended December 31, 2022, Aurel had no revenue or fees payable to Cantor attributable to SPAC Investment Banking Activities.

For the year ended December 31, 2021, Aurel had $ 2.5 million of revenue and $ 1.7 million of fees payable to Cantor, respectively, attributable to SPAC

Investment Banking Activities, which were included as part of “Other revenues” and “Fees to related parties”, respectively, in the Company's Consolidated Statements of Operations.

For the years ended December 31, 2023 and 2022, Aurel had no revenue 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 March 14, 2022, the Compensation Committee approved the grant of exchange rights to Mr.

On September 21, 2023, Mr.

Windeatt sold 136,891 shares of BGC Class A common stock to the Company.

The sale price per share of $ 6.98 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 of the Board and was made pursuant to the Company’s stock buyback authorization.

In connection with the Corporate Conversion, on June 2, 2023 Mr.

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.

Merkel at that time.

On May 18, 2023, Mr.

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.

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.

Merkel received 196,525 net shares of Class A common stock.

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.

Merkel’s then-remaining non-exchangeable BGC Holdings units, on such date Mr.

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 .

In connection with the Corporate Conversion and as a result of the monetization event for Mr.

Merkel, on May 18, 2023 Mr.

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.

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.

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.

Lutnick received 5,710,534 net shares of Class A common stock.

On May 18, 2023, Mr.

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.

Bell 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.

On March 14, 2022, the Compensation Committee of BGC Partners approved the grant of exchange rights to Mr.

Windeatt with respect to 135,514 non-exchangeable BGC Holdings LPU-NEWs and 27,826 non-exchangeable PLPU-NEWs (at the average determination price of $ 4.84 per unit).

On August 11, 2022, the Company repurchased 135,514 exchangeable BGC Holdings LPU-NEWs held by Mr.

Windeatt at the price of $ 4.08 per unit, which was the closing price of BGC Class A common stock on August 11, 2022, and redeemed 27,826 exchangeable PLPU-NEWs held by Mr.

Windeatt for $ 134,678 , less applicable taxes and withholdings.

On February 22, 2021, the Company granted Sean A.

Windeatt 123,713 exchange rights with respect to 123,713 non-exchangeable LPUs that were previously granted to Mr.

Windeatt on February 22, 2019.

The resulting 123,713 exchangeable LPUs are immediately exchangeable by Mr.

Windeatt for an aggregate of 123,713 shares of BGC Class A common stock.

The grant was approved by the Compensation Committee.

Additionally, the Compensation Committee approved the right to exchange for cash 28,477 non-exchangeable PLPUs held by Mr.

Windeatt, for a payment of $ 178,266 for taxes when the LPU units are exchanged.

On April 8, 2021, the Compensation Committee approved the repurchase by the Company on April 23, 2021 of 123,713 exchangeable BGC Holdings LPU-NEWs held by Mr.

Windeatt at the price of $ 5.65 , which was the closing price of BGC Class A common stock on April 23, 2021, and the redemption of 28,477 exchangeable BGC Holdings PLPU-NEWs held by Mr.

Windeatt at the price of $ 4.08 per unit, which was the closing price of the BGC Class A common stock on August 11, 2022, and redeemed 27,826 exchangeable PLPU-NEWs held by Mr.

Windeatt for $ 134,678 , less applicable taxes and withholdings.

On April 8, 2021, the Compensation Committee approved the repurchase by the Company of the remaining 62,211 exchangeable BGC Holdings LPUs held by Mr.

Windeatt that were granted exchangeability on March 2, 2020 at the price of $ 5.38 , the closing price of BGC Class A common stock on April 8, 2020.

On April 28, 2021, the Compensation Committee approved an additional monetization opportunity for Mr.

Effective April 29, 2021, 108,350 of Mr.

Merkel’s 273,612 non-exchangeable BGC Holdings PSUs were redeemed for zero , 101,358 of Mr.

On December 21, 2021, the Compensation Committee approved a monetization opportunity for Mr.

Effective December 21, 2021, 90,366 non-exchangeable BGC Holdings PSUs were redeemed for zero , 149,301 of Mr.

Merkel’s non-exchangeable BGC Holdings PPSUs were redeemed for a cash payment of $ 555,990 , and 90,366 shares of BGC Class A common stock were issued to Mr.

On April 29, 2021, the 108,350 shares of BGC Class A common stock were repurchased from Mr.

Merkel at the closing price of BGC Class A common stock on that date, under the Company's stock buyback program.

On June 28, 2021, (i) the Company exchanged 520,380 exchangeable LPUs held by Mr.

Lutnick at the price of $ 5.86 , which was the closing price of BGC Class A common stock on June 28, 2021, for 520,380 shares of BGC Class A common stock, less applicable taxes and withholdings, resulting in the delivery of 365,229 net shares of BGC Class A common stock to Mr.

Lutnick, and in connection with the exchange of these 520,380 exchangeable LPUs, 425,765 exchangeable PLPUs were redeemed for a cash payment of $ 1,525,705 towards taxes;

(ii) 88,636 non-exchangeable LPUs were redeemed for zero , and in connection therewith the Company issued Mr.

Lutnick 88,636 shares of BGC Class A common stock, less applicable taxes and withholdings, resulting in the delivery of 41,464 net shares of BGC Class A common stock to Mr.

and (iii) 1,131,774 H Units held by Mr.

Lutnick were redeemed for 1,131,774 HDUs with a capital account of $ 7,017,000 , and in connection with the redemption of these 1,131,774 H Units, 1,018,390 Preferred H Units were redeemed for $ 7,983,000 for taxes.

On December 21, 2021, the Compensation Committee approved a monetization opportunity for Mr.

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Lutnick were redeemed for 376,651 HDUs with a capital account of $ 2,339,003 , and in connection with the redemption of these 376,651 H Units, 463,969 Preferred H Units were redeemed for $ 2,661,000 for taxes.

On December 21, 2021, the Compensation Committee approved a monetization opportunity for Mr.

Effective December 21, 2021, 90,366 non-exchangeable BGC Holdings PSUs were redeemed for zero , 149,301 of Mr.

On June 28, 2021, (i) the Company exchanged 520,380 exchangeable LPUs held by Mr.

Lutnick, and in connection with the exchange of these 520,380 exchangeable LPUs, 425,765 exchangeable PLPUs were redeemed for a cash payment of $ 1,525,705 towards taxes;

(ii) 88,636 non-exchangeable LPUs were redeemed for zero , and in connection therewith the Company issued Mr.

Lutnick 88,636 shares of BGC Class A common stock, less applicable taxes and withholdings, resulting in the delivery of 41,464 net shares of BGC Class A common stock to Mr.

and (iii) 1,131,774 H Units held by Mr.

On April 28, 2021, the Compensation Committee approved an additional monetization opportunity for Mr.

Effective April 29, 2021, 108,350 of Mr.

Merkel’s 273,612 non-exchangeable BGC Holdings PSUs were redeemed for zero , 101,358 of Mr.

Merkel’s 250,659 non- exchangeable BGC Holdings PPSUs were redeemed for a cash payment of $ 575,687 , and 108,350 shares of BGC Class A common stock were issued to Mr.

On March 2, 2020, the Company granted Stephen M.

Merkel 360,065 exchange rights with respect to 360,065 non-exchangeable PSUs that were previously granted to Mr.

The resulting 360,065 exchangeable PSUs were immediately exchangeable by Mr.

Merkel for an aggregate of 360,065 shares of BGC Class A common stock.

The grant was approved by the Compensation Committee.

On March 20, 2020, the Company redeemed 185,300 of such 360,065 exchangeable PSUs held by Mr.

Merkel at the average price of shares of BGC Class A common stock sold under BGC’s CEO Program from March 10, 2020 to March 13, 2020 less 1 % (approximately $ 4.0024 per PSU, for an aggregate redemption price of approximately $ 741,644 ).

The transaction was approved by the Compensation Committee.

Additionally, the Compensation Committee

approved the right to exchange for cash 265,568 non-exchangeable PPSUs held by Mr.

Merkel, for a payment of $ 1,507,285 for taxes when the PSU units are exchanged.

In connection with the redemption of the 185,300 PSUs, 122,579 PPSUs were redeemed for $ 661,303 for taxes.

On July 30, 2020, the Company redeemed the remaining 174,765 exchangeable PSUs held by Mr.

Merkel at the price of $ 2.76 , the closing price of BGC's Class A Common Stock on July 30, 2020.

This transaction was approved by the Compensation Committee.

In connection with the redemption of the 174,765 PSUs on July 30, 2020, 142,989 PPSUs were redeemed for $ 846,182 for taxes.

On March 2, 2020, the Company granted Shaun D.

Lynn 883,348 exchange rights with respect to 883,348 non-exchangeable LPUs that were previously granted to Mr.

The resulting 883,348 exchangeable LPUs were immediately exchangeable by Mr.

Lynn for an aggregate of 883,348 shares of BGC Class A common stock.

The grant was approved by the Compensation Committee.

Additionally, the Compensation Committee approved the right to exchange for cash 245,140 non-exchangeable PLPUs held by Mr.

Lynn, for a payment of $ 1,099,599 for taxes when the LPU units are exchanged.

On July 30, 2020, the Company redeemed 797,222 exchangeable LPUs held by Mr.

Lynn at the price of $ 2.76 , the closing price of BGC's Class A Common Stock on July 30, 2020.

This transaction was approved by the Compensation Committee.

In connection with the redemption of the 797,222 exchangeable LPUs, 221,239 exchangeable PLPUs were redeemed for $ 992,388 for taxes.

In connection with the redemption, Mr.

Lynn’s remaining 86,126 exchangeable LPUs and 23,901 exchangeable PLPUs were redeemed for zero upon exchange in connection with his LLP status.

On March 2, 2020, the Company granted Sean A.

Windeatt 519,725 exchange rights with respect to 519,725 non-exchangeable LPUs that were previously granted to Mr.

The resulting 519,725 exchangeable LPUs were immediately exchangeable by Mr.

Windeatt for an aggregate of 519,725 shares of BGC Class A common stock.

The grant was approved by the Compensation Committee.

Additionally, the Compensation Committee approved the right to exchange for cash 97,656 non-exchangeable PLPUs held by Mr.

Windeatt, for a payment of $ 645,779 for taxes when the LPU units are exchanged.

On August 5, 2020, the Company redeemed 436,665 exchangeable LPUs held by Mr.

Windeatt at the price of $ 2.90 , the closing price of BGC's Class A common stock on August 5, 2020.

This transaction was approved by the Compensation Committee.

In connection with the redemption of the 436,665 exchangeable LPUs, 96,216 exchangeable PLPUs were redeemed for $ 637,866 for taxes.

In connection with the redemption, 20,849 exchangeable LPUs and 1,440 exchangeable PLPUs were redeemed for zero upon exchange in connection with Mr.

Windeatt’s LLP status.

Additionally, on August 5, 2020, the Company granted Mr.

On April 29, 2021, the 108,350 shares of BGC Class A common stock were repurchased from Mr.

Merkel at the closing price of BGC Class A common stock on that date, under the Company’s stock buyback program.

On April 8, 2021, the Compensation Committee approved the repurchase by the Company of the remaining 62,211 exchangeable BGC Holdings LPUs held by Mr.

Windeatt that were granted exchangeability on March 2, 2020 at the price of $ 5.38 , the closing price of BGC Class A common stock on April 8, 2020.

On April 8, 2021, the Compensation Committee approved the repurchase by the Company on April 23, 2021 of 123,713 exchangeable BGC Holdings LPU-NEWs held by Mr.

Windeatt at the price of $ 5.65 , which was the closing price of BGC Class A common stock on April 23, 2021, and the redemption of 28,477 exchangeable BGC Holdings PLPU-NEWs held by Mr.

Windeatt for $ 178,266 , less applicable taxes and withholdings.

On February 22, 2021, the Company granted Mr.

Windeatt 123,713 exchange rights with respect to 123,713 non-exchangeable LPUs that were previously granted to Mr.

Windeatt on February 22, 2019.

The resulting 123,713 exchangeable LPUs were immediately exchangeable by Mr.

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Additionally, the Compensation Committee approved the right to exchange for cash 28,477 non-exchangeable PLPUs held by Mr.

On August 5, 2020, the Company redeemed these 40,437 exchangeable LPUs held by Mr.

Windeatt at the price of $ 2.90 , the closing price of BGC's Class A common stock on August 5, 2020.

This transaction was approved by the Compensation Committee.

In connection with the redemption of these 40,437 exchangeable LPUs, the 21,774 exchangeable PLPUs were redeemed for $ 136,305 for taxes.

In addition to the foregoing, on August 6, 2020, Mr.

Windeatt was granted exchange rights with respect to 43,890 non-exchangeable Newmark Holding LPUs that were previously granted to Mr.

Additionally, Mr.

Windeatt was granted the right to exchange for cash 17,068 non-exchangeable Newmark Holdings PLPUs held by Mr.

As these Newmark Holdings LPUs and PLPUs were previously non-exchangeable, the Company took a transaction charge of $ 381,961 upon grant of exchangeability.

On August 6, 2020, Newmark redeemed the 40,209 Newmark Holdings exchangeable LPUs held by Mr.

Windeatt for an amount equal to the closing price of Newmark’s Class A Common Stock on August 6, 2020 ($ 4.16 ) multiplied by 37,660 (the amount of shares of Newmark’s Class A Common Stock the 40,209 Newmark Holdings LPUs were exchangeable into based on the Exchange Ratio at August 6, 2020).

In connection with the redemption of these 40,209 exchangeable Newmark Holdings LPUs, 15,637 exchangeable Newmark Holdings PLPUs were redeemed for $ 194,086 for taxes.

In connection with the redemption, 3,681 exchangeable Newmark Holding LPUs and 1,431 exchangeable Newmark Holdings PLPUs were redeemed for zero upon exchange in connection with Mr.

Windeatt’s LLP status.

Windeatt, for a payment of $ 178,266 for taxes when the LPU units were exchanged.

Windeatt 2023 Deed of Amendment

On July 12, 2023, Mr.

Windeatt executed the 2023 Deed of Amendment with the U.K.

Partnership which amends his prior executed Deed of Adherence with the U.K.

Partnership regarding the terms of his employment.

Under the 2023 Deed of Amendment, the initial period of Mr.

Windeatt’s membership in the U.K.

Partnership was extended from September 30, 2025 to December 31, 2028.

In addition, under the 2023 Deed of Amendment, commencing January 1, 2027, either party may terminate the Deed by giving written notice to the other party at least 24 months prior to the expiration of the initial period.

Windeatt’s membership, unless terminated earlier in accordance with the terms of the Deed, will continue following December 31, 2028 on the same terms and conditions set forth in the Deed until written notice to terminate is provided and the 24 month notice period expires.

Pursuant to the 2023 Deed of Amendment, Mr.

Windeatt is also entitled to an increase in drawings from an aggregate amount of £ 600,000 per year to an aggregate amount of £ 700,000 per year effective January 1, 2023, which shall be reviewed by the Compensation Committee annually.

Windeatt is also eligible for additional allocations of the U.K.

Partnership’s profits, subject to the approval of the Compensation Committee.

In connection and in consideration for Mr.

Windeatt’s execution of the 2023 Deed of Amendment, on July 10, 2023 the Company approved accelerating the vesting of 720,509 of the Company’s RSUs held by Mr.

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.

Such RSUs and RSU Tax Account amount vested on July 12, 2023, and the total value of this transaction was approximately $ 3,986,600 .

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.

As of December 31, 2022, the Company did no t have any remaining liability associated with this commitment, and as of December 31, 2021, the remaining liability associated with this commitment was $ 1.7 million.

The Company fully paid the $ 40.0 million commitment during the third quarter of 2022.

As of December 31, 2023 and 2022, the Company had an additional liability to the Cantor Fitzgerald Relief Fund and The Cantor Foundation (UK) for $ 12.7 million and $ 9.2 million, respectively, which included $ 6.7 million and $ 6.4 million of additional expense taken in September 2023 and 2022, respectively, above the original $ 40.0 million commitment.

Other Transactions

As of December 31, 2021, BGC recognized $ 8.3 million payable to Newmark, which is included as part of “Payables to related parties” and “Accounts payable, accrued and other liabilities”, respectively, in the Company's Consolidated Statements of Financial Condition.

The payable was a result of taxes paid by Newmark on its share of taxable income which were included as part of the Company's consolidated tax return in the periods prior to the Spin-Off.

As of December 31, 2021, BGC recognized $ 8.3 million payable to Newmark, which was included as part of “Payables to related parties” and “Accounts payable, accrued and other liabilities,” in the Company’s Consolidated Statements of Financial Condition.

The payable was a result of taxes paid by Newmark on its share of taxable income which were included

as part of the Company’s consolidated tax return in the periods prior to the Spin-Off.

BGC repaid the $ 8.3 million tax payment to Newmark during the first three months ended March 31, 2022.

There was no outstanding payable to Newmark as of December 31, 2022.

The Company is authorized to enter into loans, investments or other credit support arrangements for Aqua, an alternative electronic trading platform that offers new pools of block liquidity to the global equities markets;

such arrangements are proportionally and on the same terms as similar arrangements between Aqua and Cantor.

The Company was authorized to enter into loans, investments or other credit support arrangements for Aqua, an alternative electronic trading platform that offered new pools of block liquidity to the global equities markets;

such arrangements were proportionally and on the same terms as similar arrangements between Aqua and Cantor.

On February 15, 2022 and February 25, 2021, the Board and Audit Committee increased the authorized amount by an additional $ 1.0 million and $ 1.0 million, respectively, to an aggregate of $ 21.2 million.

The Company has been further authorized to provide counterparty or similar guarantees on behalf of Aqua from time to time, provided that liability for any such guarantees, as well as similar guarantees provided by Cantor, would be shared proportionally with Cantor.

Aqua is 51 % owned by Cantor and 49 % owned by the Company.

Aqua is accounted for under the equity method.

During the years ended December 31, 2022 and 2021, the Company made $ 0.6 million and $ 1.1 million, respectively, in contributions to Aqua.

The Company had been further authorized to provide counterparty or similar guarantees on behalf of Aqua from time to time, provided that liability for any such guarantees, as well as similar guarantees provided by Cantor, would be shared proportionally with Cantor.

Aqua was 51 % owned by Cantor and 49 % owned by the Company.

Aqua was accounted for under the equity method.

The Company did not make any contributions to Aqua during the year ended December 31, 2023.

During the year ended December 31, 2022, the Company made $ 0.6 million in contributions to Aqua.

These contributions are recorded as part of “Investments” in the Company’s Consolidated Statements of Financial Condition.

The Company has also entered into a subordinated loan agreement with Aqua, whereby the Company loaned Aqua the principal sum of $ 980 thousand.

The scheduled maturity date on the subordinated loan is September 1, 2024, and the current rate of interest on the loan is three-month LIBOR plus 600 basis points.

The loan to Aqua is recorded as part of “Receivables from related parties” in the Company’s Consolidated Statements of Financial Condition.

The Company did not recognize any interest income on the subordinated loan subsequent to being designated as a non-accrual loan in November 2022.

As of December 31, 2022, the Company wrote off $ 550 thousand of the subordinated loan, which was recorded as part of "Other expenses" on the Company's Consolidated Statements of Operations.

The Company had also entered into a subordinated loan agreement with Aqua, whereby the Company loaned Aqua the principal sum of $ 1.0 million.

The scheduled maturity date on the subordinated loan was September 1, 2024.

The loan to Aqua was recorded as part of “Receivables from related parties” in the Company’s Consolidated Statements of Financial Condition.

The Company did not recognize any interest income on the subordinated loan subsequent to it being designated as a non-accrual loan in November 2022.

As of December 31, 2022, the Company wrote off $ 0.6 million of the subordinated loan, which was recorded as part of “Other expenses” on the Company ’ s Consolidated Statements of Operations.

During the fourth quarter of 2023, the Company received cash payment fully satisfying the remaining subordinated loan receivable of $ 0.4 million.

On October 25, 2016, the Board and Audit Committee authorized the purchase of 9,000 Class B Units of Lucera, representing all of the issued and outstanding Class B Units of Lucera not already owned by the Company.

5 unchanged sentences

The purchase has been accounted for as a transaction between entities under common control.

During the years ended December 31, 2022, 2021 and 2020, respectively, Lucera recognized $ 23.2 thousand, $ 0.2 million and $ 0.7 million in related party revenues from Cantor.

These revenues are included in “Data, software and post-trade” in the Company’s Consolidated Statements of Operations.

During the years ended December 31, 2023, 2022 and 2021, Lucera recognized nil , nil and $ 0.2 million in related party revenues from Cantor, respectively.

These revenues are included in “Data, network and post-trade” in the Company’s Consolidated Statements of Operations.

The Company periodically acts as an intermediary to administer payments on behalf of related parties.

BGC Sublease From Newmark

22 unchanged sentences

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, 2022 and 2021, the Company did no t recognize impairment charges of existing equity method investments, however, wrote off a portion of a subordinated loan to an equity method investee in the current year (see "Investments in VIEs" within this note for more information).

For the year ended December 31, 2020, the Company recorded impairment charges of $ 3.9 million relating to existing equity method investments.

The impairment was recorded in “Other income (loss)” in the Company’s Consolidated Statements of Operations.

During the year ended December 31, 2022, the Company did no t sell any equity method investments.

For the years ended December 31, 2023, 2022 and 2021, the Company did no t recognize impairment charges of existing equity method investments, however, it wrote off a portion of a subordinated loan to an equity method investee in the year of 2022 (see “Investments in VIEs” within this note for more information).

During the years ended December 31, 2023 and 2022, the Company did no t sell any equity method investments.

The Company sold part of an equity method investment with a fair value of $ 3.8 million during the year ended December 31, 2021.

During the year ended December 31, 2020, the Company did no t sell any equity method investments.

Summarized financial information for the Company’s equity method investments is as follows (in thousands):

18 unchanged sentences

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, 2022 and 2021was $ 0.2 million, respectively, and they are included in “Investments” in the Company’s Consolidated Statements of Financial Condition.

The carrying value of these investments as of both December 31, 2023 and 2022 was $ 0.2 million, and they are included in “Investments” in the Company’s Consolidated Statements of Financial Condition.

The Company did no t recognize any gains, losses, or impairments relating to investments carried under the measurement alternative for the years ended December 31, 2023, 2022 and 2021.

1 unchanged sentence

These equity investments are accounted for using the measurement alternative in accordance with the guidance on recognition and measurement.

The Company recognized $ 1.8 million of unrealized gains, $ 0.1 million of unrealized losses, and $ 0.4 million of unrealized gains to reflect observable transactions for these shares during the years ended December 31, 2022, 2021, and 2020, respectively.

The Company recognized $ 1.9 million of unrealized gains, $ 1.8 million of unrealized gains, and $ 0.1 million of unrealized losses to reflect observable transactions for these shares during the years ended December 31, 2023, 2022, and 2021, respectively.

Investments in VIEs

Certain of the Company’s equity method investments included in the tables above are considered VIEs, as defined under the accounting guidance for consolidation.

Certain of the Company’s equity method investments are considered VIEs, as defined under the accounting guidance for consolidation.

The Company is not considered the primary beneficiary of and therefore does not consolidate these VIEs.

9 unchanged sentences

__________________

1 The Company has entered into a subordinated loan agreement with Aqua, whereby the Company agreed to lend the principal sum of $ 980 thousand.

The Company’s maximum exposure to loss with respect to its unconsolidated VIEs includes the sum of its equity investments in its unconsolidated VIEs and the $ 430 thousand and $ 980 thousand subordinated loan to Aqua as of December 31, 2022 and 2021, respectively.

1 The Company’s maximum exposure to loss with respect to its unconsolidated VIEs includes the sum of its equity investments.

The Company has entered into a subordinated loan agreement with Aqua, whereby the Company agreed to lend the principal sum of $ 1.0 million.

The Company did not recognize any interest income on the subordinated loan subsequent to being designated as a non-accrual loan in November 2022.

As of December 31, 2022, the Company wrote off $ 550 thousand of the subordinated loan, which was recorded as part of "Other expenses" on the Company's Consolidated Statements of Operations.

As of December 31, 2022, the Company had written off $ 0.6 million of the subordinated loan, which was recorded as part of “Other expenses” on the Company ’ s Consolidated Statements of Operations.

As of December 31, 2023, the Company had received cash payment fully satisfying the remaining subordinated loan receivable of $ 0.4 million.

Consolidated VIE

27 unchanged sentences

Balance at December 31, 2021 $ 486,919

Sale of Insurance Business ( 68,978 )

Disposal of Business

Cumulative translation adjustment 508

Balance at December 31, 2022 $ 486,585

Disposal of Business ( 842 )

Measurement period adjustments

Cumulative translation adjustment 1,351

1 unchanged sentence

For additional information on Goodwill, see Note 4—“Acquisitions.”

Goodwill is not amortized and is reviewed annually for impairment or more frequently if impairment indicators arise, in accordance with U.S.

GAAP guidance on Goodwill and Other Intangible Assets.

The Company completed its annual goodwill impairment testing during the fourth quarters of 2023 and 2022, respectively, which did not result in any goodwill impairment.

20 unchanged sentences

Customer-related $ 173,436 $ 74,337 $ 99,099 9.3

Technology 23,997 23,427 570 0.2

Technology 23,997 23,997 — N/A

Noncompete agreements 19,818 19,078 740 3.9

5 unchanged sentences

Licenses 2,284 — 2,284 N/A

Domain name 454 — 454 N/A

Total indefinite life intangible assets 82,308 — 82,308 N/A

11 unchanged sentences

December 31, 2023 December 31, 2022

5.375 % Senior Notes due July 24, 2023

$ 449,243 $ 447,911

3.750 % Senior Notes due October 1, 2024

Unsecured senior revolving credit agreement $ 239,180 $ —

BGC Partners 5.375 % Senior Notes due July 24, 2023

BGC Group 3.750 % Senior Notes due October 1, 2024

BGC Partners 3.750 % Senior Notes due October 1, 2024

44,383 298,558

4.375 % Senior Notes due December 15, 2025

BGC Group 4.375 % Senior Notes due December 15, 2025

BGC Partners 4.375 % Senior Notes due December 15, 2025

11,800 298,165

BGC Group 8.000 % Senior Notes due May 25, 2028

BGC Partners 8.000 % Senior Notes due May 25, 2028

Collateralized borrowings — 3,251

Total Notes payable and other borrowings 1

1,183,506 1,049,217

Short-term borrowings — 1,917

Total Notes payable, other and short-term borrowings $ 1,183,506 $ 1,051,134

______________________________________

1 The Company was in compliance with all debt covenants, as applicable, as of December 31, 2023.

Exchange Offer and Market-Making Registration Statement

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) from 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 canceled, $ 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 the BGC Group 3.750 % Senior Notes, the BGC Group 4.375 % Senior Notes, and the BGC Group 8.000 % Senior Notes will accrete up to the face amount over the term of the notes.

On October 19, 2023, 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 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 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 a time of resale or at related or negotiated prices.

Neither CF&Co, nor any other of the Company ’ s affiliates, has any obligation to make a market for the Company ’ s securities, and CF&Co or any such other affiliate may discontinue market-making activities at any time without notice.

Unsecured Senior Revolving Credit Agreement

On November 28, 2018, the Company entered into the Revolving Credit Agreement with Bank of America, N.A., as administrative agent, and a syndicate of lenders, which replaced the existing committed 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, the Company entered into an amendment to the Revolving Credit Agreement.

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, the Company 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.

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, the Company 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 will bear interest based on either SOFR or a defined base rate plus additional margin.

As of both December 31, 2022 and 2021, there were no borrowings outstanding under the Revolving Credit Agreement.

The rate on the outstanding borrowings was 2.09 % for the year ended December 31, 2021.

The Company recorded interest expense related to the Revolving Credit Agreement of $ 2.3 million, $ 3.6 million and $ 5.3 million for the years ended December 31, 2022, 2021 and 2020, respectively.

The Company’s Senior Notes are recorded at amortized cost.

The carrying amounts and estimated fair values of the Company’s Senior Notes were as follows (in thousands):

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.

As of December 31, 2023, there were $ 239.2 million borrowings outstanding, net of deferred financing costs of $ 0.8 million under the Revolving Credit Agreement.

As of December 31, 2022, there were no borrowings outstanding under the Revolving Credit Agreement.

BGC Group recorded interest expense related to the Revolving Credit Agreement of $ 4.4 million for the year ended December 31, 2023.

BGC Group did not record any interest expense related to the Revolving Credit Agreement for the years ended December 31, 2022 and 2021.

BGC Partners recorded interest expense related to the Revolving Credit Agreement of $ 6.9 million, $ 2.3 million and $ 3.6 million for the years ended December 31, 2023, 2022 and 2021, respectively.

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, 2023 December 31, 2022

Carrying Amount Fair Value Carrying Amount Fair Value

5.375 % Senior Notes due July 24, 2023

BGC Partners 5.375 % Senior Notes due July 24, 2023

$ — $ — $ 449,243 $ 449,007

3.750 % Senior Notes due October 1, 2024

BGC Group 3.750 % Senior Notes due October 1, 2024

254,814 249,722 — —

4.375 % Senior Notes due December 15, 2025

BGC Partners 3.750 % Senior Notes due October 1, 2024

44,383 43,464 298,558 286,894

BGC Group 4.375 % Senior Notes due December 15, 2025

286,729 276,569 — —

BGC Partners 4.375 % Senior Notes due December 15, 2025

11,800 11,371 298,165 281,114

BGC Group 8.000 % Senior Notes due May 25, 2028

343,852 363,274 — —

BGC Partners 8.000 % Senior Notes due May 25, 2028

2,748 2,901 — —

Total $ 944,326 $ 947,301 $ 1,045,966 $ 1,017,015

The fair values of the Senior Notes were determined using observable market prices as these securities are traded, and based on whether they are deemed to be actively traded, the 5.375 % Senior Notes, the 3.750 % Senior Notes, and the 4.375 % Senior Notes are considered Level 2 within the fair value hierarchy.

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 Partners 5.375 % Senior Notes, the BGC Group 3.750 % Senior Notes, the BGC Partners 3.750 % Senior Notes, the BGC Group 4.375 % Senior Notes, the BGC Partners 4.375 % Senior Notes, the BGC Group 8.000 % Senior Notes, and the BGC Partners 8.000 % Senior Notes are considered Level 2 within the fair value hierarchy.

5.375 % Senior Notes

On May 27, 2016, the Company issued an aggregate of $ 300.0 million principal amount of 5.125 % Senior Notes, which matured on May 27, 2021.

The 5.125 % Senior Notes were general senior unsecured obligations of the Company.

The 5.125 % Senior Notes bore interest at a rate of 5.125 % per year, payable in cash on May 27 and November 27 of each year, commencing November 27, 2016 and ending on the maturity date.

Prior to maturity, on August 5, 2020, the Company commenced a cash tender offer for any and all $ 300.0 million outstanding aggregate principal amount of its 5.125 % Senior Notes.

On August 11, 2020, the Company’s cash tender offer expired at 5:00 p.m., New York City time.

As of the expiration time, $ 44.0 million aggregate principal amount of the 5.125 % Senior Notes were validly tendered.

These notes were redeemed on the settlement date of August 14, 2020.

On May 27, 2021, BGC repaid the remaining $ 256.0 million principal plus accrued interest on its 5.125 % Senior Notes.

The Company did not record any interest expense related to the 5.125 % Senior Notes for the year ended December 31, 2022.

The Company recorded interest expense related to the 5.125 % Senior Notes of $ 5.8 million and $ 16.3 million for the years ended December 31, 2021 and 2020, respectively.

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 the 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, $ 25.5 million and $ 25.5 million for the years ended December 31, 2023, 2022 and 2021, respectively.

3.750 % Senior Notes

On July 24, 2018, the Company issued an aggregate of $ 450.0 million principal amount of 5.375 % Senior Notes.

The 5.375 % Senior Notes are general senior unsecured obligations of the Company.

The 5.375 % Senior Notes bear 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 5.375 % Senior Notes will mature on July 24, 2023.

The Company may redeem some or all of the 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 Indenture related to the 5.375 % Senior Notes).

If a “Change of Control Triggering Event” (as defined in the Indenture) occurs, holders may require the Company 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 5.375 % Senior Notes was $ 444.2 million, net of the discount and debt issuance costs of $ 5.8 million.

The issuance costs are amortized as interest expense and the carrying value of the 5.375 % Senior Notes will accrete up to the face amount over the term of the notes.

The carrying value of the 5.375 % Senior Notes as of December 31, 2022 was $ 449.2 million.

The Company recorded interest expense related to the 5.375 % Senior Notes of $ 25.5 million for each of the years ended December 31, 2022, 2021 and 2020.

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 are general unsecured obligations of BGC Partners.

The BGC Partners 3.750 % Senior Notes bear 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 will mature on October 1, 2024.

BGC Partners may 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 are amortized as interest expense and the carrying value of the BGC Partners 3.750 % Senior Notes will accrete 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 will mature on October 1, 2024 and bear 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 may 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) 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 the closing of the Exchange Offer, $ 44.5 million aggregate principal amount of BGC Partners 3.750 % Senior Notes remained outstanding.

The carrying value of the BGC Group 3.750 % Senior Notes was $ 254.8 million as of December 31, 2023.

BGC Group recorded interest expense related to the BGC Group 3.750 % Senior Notes of $ 2.6 million for the year ended December 31, 2023.

BGC Group did not record interest expense related to the BGC Group 3.750 % Senior Notes for the years ended December 31, 2022 and 2021.

The carrying value of the BGC Partners 3.750 % Senior Notes was $ 44.4 million as of December 31, 2023.

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, and $ 12.1 million for each of the years ended December 31, 2022, and 2021.

4.375 % Senior Notes

On September 27, 2019, the Company issued an aggregate of $ 300.0 million principal amount of 3.750 % Senior Notes.

The 3.750 % Senior Notes are general unsecured obligations of the Company.

The 3.750 % Senior Notes bear 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 3.750 % Senior Notes will mature on October 1, 2024.

The Company may redeem some or all of the 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 Indenture).

The initial carrying value of the 3.750 % Senior Notes was $ 296.1 million, net of discount and debt issuance costs of $ 3.9 million.

The issuance costs are amortized as interest expense and the carrying value of the 3.750 % Senior Notes will accrete up to the face amount over the term of the notes.

The carrying value of the 3.750 % Senior Notes was $ 298.6 million as of December 31, 2022.

The Company recorded interest expense related to the 3.750 % Senior Notes of $ 12.1 million for each of the years ended December 31, 2022, 2021, and 2020.

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 are general unsecured obligations of BGC Partners.

The BGC Partners 4.375 % Senior Notes bear 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 will mature on December 15, 2025.

BGC Partners may 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 are amortized as interest expense and the carrying value of the BGC Partners 4.375 % Senior Notes will accrete 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 will mature on December 15, 2025 and bear 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 may 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) 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 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 currently holds $ 14.5 million aggregate principal amount of BGC Group 4.375 % Senior Notes.

The carrying value of the BGC Group 4.375 % Senior Notes was $ 286.7 million as of December 31, 2023.

BGC Group recorded interest expense related to the BGC Group 4.375 % Senior Notes of $ 3.3 million for the year ended December 31, 2023.

BGC Group did not record interest expense related to the BGC Group 4.375 % Senior Notes for the years ended December 31, 2022 and 2021.

The carrying value of the BGC Partners 4.375 % Senior Notes was $ 11.8 million as of December 31, 2023.

BGC Partners recorded interest expense related to the BGC Partners 4.375 % Senior Notes of $ 10.5 million for the year ended December 31, 2023, and $ 13.8 million for each of the years ended December 31, 2022 and 2021.

8.000 % Senior Notes

On July 10, 2020, the Company issued an aggregate of $ 300.0 million principal amount of 4.375 % Senior Notes.

The 4.375 % Senior Notes are general unsecured obligations of the Company.

The 4.375 % Senior Notes bear 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 4.375 % Senior Notes will mature on December 15, 2025.

The Company may redeem some or all of the 4.375 % Senior Notes at any time or from time to time for cash at certain “make-whole” redemption prices.

If a “Change of Control Triggering Event” occurs, holders may require the Company 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 4.375 % Senior Notes was $ 296.8 million, net of discount and debt issuance costs of $ 3.2 million.

The issuance costs are amortized as interest expense, and the carrying value of the 4.375 % Senior Notes will accrete up to the

face amount over the term of the notes.

The carrying value of the 4.375 % Senior Notes was $ 298.2 million as of December 31, 2022.

The Company recorded interest expense related to the 4.375 % Senior Notes of $ 13.8 million, $ 13.8 million, and $ 6.5 million for the years ended December 31, 2022, 2021, and 2020, respectively.

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 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 $ 343.9 million as of December 31, 2023.

BGC Group recorded interest expense related to the BGC Group 8.000 % Senior Notes of $ 7.1 million for the year ended December 31, 2023.

The carrying value of the BGC Partners 8.000 % Senior Notes was $ 2.7 million as of December 31, 2023.

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.

Collateralized Borrowings

On May 31, 2017, the Company entered into a $ 29.9 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 3.44 % per year and matured on May 31, 2021;

therefore, there were no borrowings outstanding as of December 31, 2022 and 2021.

The Company did not record any interest expense related to this arrangement for the year ended December 31, 2022.

The Company recorded interest expense related to this secured loan arrangement of $ 40 thousand and $ 0.3 million for the years ended December 31, 2021 and 2020, respectively.

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 incurs interest at a fixed rate of 3.77 % and matures on April 8, 2023.

As of December 31, 2022 and December 31, 2021, the Company had $ 2.0 million and $ 5.9 million, respectively, outstanding related to this secured loan arrangement.

The book value of the fixed assets pledged as of December 31, 2022 and 2021 was $ 10 thousand and $ 0.1 million, respectively.

The Company recorded interest expense related to this secured loan arrangement of $ 0.1 million, $ 0.3 million and $ 0.4 million for the years ended December 31, 2022, 2021 and 2020, respectively.

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 incurs interest at a fixed rate of 3.89 % and matures on April 19, 2023.

As of December 31, 2022 and December 31, 2021, the Company had $ 1.3 million and $ 3.8 million, respectively, outstanding related to this secured loan arrangement.

The book value of the fixed assets pledged as of December 31, 2022 and 2021 was $ 0.3 million and $ 1.0 million, respectively.

The Company recorded interest expense related to this secured loan arrangement of $ 0.1 million, $ 0.2 million and $ 0.3 million for the years ended December 31, 2022, 2021 and 2020, respectively.

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, 2023.

As of December 31, 2022, BGC Partners had $ 2.0 million outstanding related to this secured loan arrangement.

The book value of the fixed assets pledged as of December 31, 2022 was nil .

BGC Partners recorded interest expense related to this secured loan arrangement of nil , $ 0.1 million and $ 0.3 million for the years ended December 31, 2023, 2022 and 2021, respectively.

On April 19, 2019, BGC Partners entered into a $ 10.0 million secured loan arrangement, under which it pledged certain fixed assets as security for a loan.

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, 2023.

As of December 31, 2022, BGC Partners had $ 1.3 million outstanding related to this secured loan arrangement.

The book value of the fixed assets pledged as of December 31, 2022 was $ 0.3 million.

BGC Partners recorded interest expense related to this secured loan arrangement of nil , $ 0.1 million and $ 0.2 million for the years ended December 31, 2023, 2022 and 2021, respectively.

Short-Term Borrowings

On August 22, 2017, the Company entered into a committed unsecured loan agreement with Itau Unibanco S.A.

The agreement provides for short-term loans of up to $ 3.8 million (BRL 20.0 million).

The maturity date of this agreement is March 8, 2023.

Borrowings under this agreement bear interest at the Brazilian Interbank offering rate plus 3.20 %.

As of December 31, 2022, there were $ 1.9 million (BRL 10.0 million) of borrowings outstanding under the agreement.

As of December 31, 2021, there were no borrowings outstanding under this agreement.

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;

therefore, as of December 31, 2023, there were no borrowings outstanding under the agreement.

As of December 31, 2022, there were $ 2.0 million (BRL 10.0 million) of borrowings outstanding under this agreement.

As of December 31, 2022, the interest rate was 17.0 %.

The Company recorded interest expense related to the agreement of $ 0.3 million, $ 0.2 million and $ 0.3 million for the years ended December 31, 2022, 2021 and 2020, respectively.

On August 23, 2017, the Company entered into a committed unsecured credit agreement with Itau Unibanco S.A.

BGC Partners recorded interest expense related to the agreement of $ 0.2 million, $ 0.3 million and $ 0.2 million for the years ended December 31, 2023, 2022 and 2021, respectively.

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 $ 10.4 million (BRL 50.0 million).

On August 20, 2021, the agreement was renegotiated, increasing the credit line to $ 12.4 million (BRL 60.0 million).

The maturity date of the agreement is May 21, 2023.

On May 22, 2023 the agreement was renegotiated, increasing the credit line to $ 14.5 million (BRL 70.0 million).

The maturity date of the agreement is February 17, 2024.

This agreement bears a fee of 1.35 % per year.

As of December 31, 2022 and December 31, 2021, there were no borrowings outstanding under this agreement.

The Company recorded bank fees related to the agreement of $ 0.2 million, $ 0.1 million, and $ 0.1 million for each of the years ended December 31, 2022, 2021 and 2020, respectively.

On January 25, 2021, the Company entered into a committed unsecured loan agreement with Banco Daycoval S.A., which provided for short-term loans of up to $ 1.9 million (BRL 10.0 million) and was renegotiated on June 1, 2021.

As of December 31, 2023 and 2022, 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 $ 0.1 million for each of the years ended December 31, 2023, 2022 and 2021, respectively.

On January 25, 2021, BGC Partners entered into a committed unsecured loan agreement with Banco Daycoval S.A., which provided for short-term loans of up to $ 2.0 million (BRL 10.0 million) and was renegotiated on June 1, 2021.

The amended 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 3.66 %.

During September 2022, the borrowings under this agreement were repaid in full, and the loan was terminated on September 27, 2022.

As of December 31, 2022, there were no borrowings outstanding under the agreement.

As of December 31, 2021, there were $ 3.6 million (BRL 20.0 million) of borrowings outstanding under the agreement.

As of December 31, 2021, the interest rate was 12.90 %.

The Company recorded interest expense related to the agreement of $ 0.2 million for each of the years ended December 31, 2022 and 2021.

The Company did not record any interest expense related to the agreement for the year ended December 31, 2020.

As of December 31, 2023 and 2022, there were no borrowings outstanding under the agreement.

Borrowings under this agreement bore interest at the Brazilian Interbank offering rate plus 3.66 %.

BGC Partners recorded interest expense related to the agreement of $ 0.2 million for each of the years ended December 31, 2022 and 2021.

The Compensation Committee may grant various equity-based awards, including RSUs, restricted stock, stock options, LPUs 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, 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 Equity Plan to increase from 400 million to 500 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 Equity Plan.

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 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, 2023, the limit on the aggregate number of shares authorized to be delivered allowed for the grant of future awards relating to 477.1 million shares.

The Company incurred compensation expense related to Class A common stock, LPUs and RSUs held by BGC employees as follows (in thousands):

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.

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,

1 unchanged sentence

Issuance of common stock and grants of exchangeability $ 171,646 $ 147,480 $ 128,107

Allocations of net income 1

Allocations of net income and dividend equivalents 1

6,302 13,298 34,335

LPU amortization 40,878 73,734 78,596

RSU amortization 16,559 15,126 10,291

Equity-based compensation and allocations of net income to limited partnership units and FPUs

RSU, RSU Tax Account, and restricted stock amortization

136,552 16,559 15,126

Equity-based compensation and allocations of net income to limited partnership units and FPUs $ 355,378 $ 251,071 $ 256,164

_______________________________________

1 Certain LPUs generally receive quarterly allocations of net income, including the Preferred Distribution, and are generally contingent upon services being provided by the unit holders.

1 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

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The LPUs table above includes both regular and Preferred Units.

The 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).

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.

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 and Newmark Holdings, 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 and Newmark but held by a BGC employee are recognized by BGC.

However, the BGC Holdings limited partnership interests held by Newmark employees are included in the BGC share count and the Newmark Holdings limited partnership interests held by BGC employees are included in the Newmark share count.

Therefore, compensation expenses related to the limited partnership interests of both BGC Holdings and Newmark Holdings that are held by BGC employees are recognized by BGC.

The BGC Holdings limited partnership interests held by Newmark employees were included in the BGC share count and the Newmark Holdings limited partnership interests held by BGC employees are included in the Newmark share count.

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.

A summary of the BGC Holdings and Newmark Holdings LPUs held by BGC employees is as follows (in thousands):

3 unchanged sentences

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 and Newmark Holdings LPUs held by BGC employees is as follows (in thousands):

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,

1 unchanged sentence

Issuance of common stock and grants of exchangeability $ 171,646 $ 147,480 $ 128,107

BGC LPUs held by BGC employees may become exchangeable or redeemed for BGC Class A common stock on a one -for-one basis, and 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 then-current Exchange Ratio.

Prior to the Corporate Conversion, BGC 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, 2023, the Exchange Ratio was 0.9231 .

5 unchanged sentences

Total 26,012 29,959 24,079

As of December 31, 2022 and 2021, the number of share-equivalent BGC LPUs exchangeable for shares of BGC Class A common stock at the discretion of the unit holder held by BGC employees was 1.2 million and 1.3 million, respectively.

As of December 31, 2022 and 2021, the number of Newmark 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 0.2 million and 0.4 million, respectively.

As of December 31, 2023, there were no BGC Holdings LPUs remaining as a result of the Corporate Conversion.

As of December 31, 2022, the number of share-equivalent BGC Holdings LPUs exchangeable for shares of BGC Class A common stock at the discretion of the unit holder held by BGC employees was 1.2 million.

As of December 31, 2023 and 2022, 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 0.2 million.

LPU Amortization

Compensation expense related to the amortization of LPUs held by BGC employees is as follows (in thousands):

Compensation expense related to the amortization of LPUs held by BGC is as follows (in thousands):

Year Ended December 31,

3 unchanged sentences

LPU amortization $ 40,878 $ 73,734 $ 78,596

There are certain LPUs that have a stated vesting schedule and do not receive quarterly allocations of net income.

These LPUs generally vest between two and five years from the date of grant.

The fair value is determined on the date of grant 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), and is recognized as compensation expense, net of the effect of estimated forfeitures, ratably over the vesting period.

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.

A summary of the outstanding LPUs held by BGC employees with a stated vesting schedule that do not receive quarterly allocations of net income is as follows (in thousands):

3 unchanged sentences

Aggregate estimated grant date fair value of BGC and Newmark Holdings LPUs $ — $ 194,951

As of December 31, 2022, there was approximately $ 93.1 million of total unrecognized compensation expense related to unvested BGC and Newmark LPUs held by BGC employees with a stated vesting schedule that do not receive quarterly allocations of net income that is expected to be recognized over a weighted average period of 1.97 years.

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 vest between two and five years from the date of grant.

As of December 31, 2022, there were 0.8 million outstanding BGC LPUs with a post-termination payout, with a notional value of approximately $ 8.6 million and an aggregate estimated fair value of $ 3.9 million, and 0.1 million outstanding Newmark LPUs with a post-termination payout, with a notional value of approximately $ 0.7 million and an aggregate estimated fair value of $ 0.3 million.

As of December 31, 2021, there were 1.3 million outstanding BGC LPUs with a post-termination payout, with a notional value of approximately $ 12.4 million and an aggregate estimated fair value of $ 7.4 million, and 0.1 million outstanding Newmark LPUs with a post-termination payout, with a notional value of approximately $ 0.8 million and an aggregate estimated fair value of $ 0.4 million.

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 was recognized over the stated service period.

These LPUs generally vested between two and five years from the date of grant.

As of December 31, 2023, 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 $ 0.7 million and an aggregate estimated fair value of $ 0.3 million.

As of December 31, 2022, there were 0.8 million outstanding BGC Holdings LPUs with a post-termination payout, with a notional value of approximately $ 8.6 million and an aggregate estimated fair value of $ 3.9 million, and 0.1 million outstanding Newmark Holdings LPUs with a post-termination payout held by BGC employees, with a notional value of approximately $ 0.7 million and an aggregate estimated fair value of $ 0.3 million.

Restricted Stock Units

18 unchanged sentences

Balance at December 31, 2023 64,942 $ 4.11 $ 267,015 5.96

The fair value of RSUs held by BGC employees and directors is determined on the date of grant based on the market value of BGC Class A common stock adjusted as appropriate based upon the award’s ineligibility to receive dividends.

The compensation expense is recognized ratably over the vesting period, taking into effect estimated forfeitures.

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, 2023, 26.3 million 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 Class A common stock upon completion of the vesting period.

Each RSU is settled in one share of Class A common stock upon completion of the vesting period and conditions.

For the RSUs that vested during the years ended December 31, 2023 and 2022, the Company withheld shares of BGC Class A common stock valued at $ 11.5 million and $ 6.6 million to pay taxes due at the time of vesting.

As of December 31, 2023, there was approximately $ 161.0 million 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 5.96 years.

In connection with certain of its acquisitions, the Company has granted certain LPUs, RSUs, and other deferred compensation awards.

As of December 31, 2022 and 2021, the aggregate estimated fair value of these acquisition-related LPUs and RSUs was $ 5.9 million and $ 8.9 million, respectively.

In relation to the Corporate Conversion, the Company granted in total $ 123.1 million of RSU Tax Accounts.

During 2023, $ 27.7 million RSU Tax Accounts vested to pay taxes due at the time for certain related RSU vestings.

As of December 31, 2023, there was approximately $ 92.7 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 8.82 years.

The compensation expense related to the RSU Tax Accounts amortization held by BGC employees was $ 31.9 million for the year ended December 31, 2023.

In connection with certain of its acquisitions, the Company has granted certain LPUs (prior to the Corporate Conversion), and RSUs, and other deferred compensation awards.

As of December 31, 2023 and 2022, the aggregate estimated fair value of acquisition-related LPUs and RSUs was $ 7.4 million and $ 5.9 million, respectively.

As of December 31, 2023 and 2022, the aggregate estimated fair value of the deferred compensation awards was $ 0.6 million and $ 23.9 million, respectively.

3 unchanged sentences

Such restricted shares are generally salable by partners in five to ten years .

Partners who agree to extend the length of their employment agreements and/or other contractual modifications sought by the Company are expected to be able to sell their restricted shares over a shorter time period.

Transferability of the restricted shares of stock 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 non-compete obligations.

During the years ended December 31, 2022 and 2021, approximately 66 thousand and 140 thousand, respectively, BGC or Newmark restricted shares held by BGC employees were forfeited in connection with this provision.

During the years ended December 31, 2022 and 2021, the Company released the restrictions with respect to 0.3 million and 1.1 million, respectively, BGC shares held by BGC employees.

As of December 31, 2022 and 2021, there were 2.3 million and 2.6 million restricted BGC shares held by BGC employees outstanding, respectively.

Additionally, during the years ended December 31, 2022 and 2021, Newmark released the restrictions with respect to 0.1 million and 0.5 million, respectively, restricted Newmark shares held by BGC employees.

As of December 31, 2022 and 2021, there were 1.1 million and 1.2 million restricted Newmark shares held by BGC employees outstanding, respectively.

Deferred Compensation

The Company maintains a deferred cash award program, which provides for the grant of deferred cash incentive compensation to eligible employees.

The Company may pay certain bonuses in the form of deferred cash compensation awards, which generally vest over a future service period.

The total compensation expense recognized in relation to the deferred cash compensation awards for the years ended December 31, 2022, 2021 and 2020 was $( 0.5 ) million, $ 0.3 million and $ 0.8 million respectively.

As of December 31, 2022 and 2021, the total liability for the deferred cash compensation awards was $ 0.1 million and $ 0.8 million, respectively, which is included in “Accrued compensation” on the Company’s Consolidated Statements of Financial Condition.

As of December 31, 2022, total unrecognized compensation cost related to deferred cash compensation, prior to the consideration of forfeitures, was approximately $ 0.1 million and is expected to be recognized over a weighted-average period of 2.3 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, 2023 and 2022, approximately 1.4 million and 0.1 million, respectively, BGC or Newmark restricted shares held by BGC employees were forfeited in connection with this provision.

During the years ended December 31, 2023 and 2022, the Company released the restrictions with respect to 2.3 million and 0.3 million, respectively, of such BGC shares held by BGC employees.

As of December 31, 2023 and 2022, there were 0.1 million and 2.3 million, respectively, of such restricted BGC shares held by BGC employees outstanding, respectively.

Additionally, during the years ended December 31, 2023 and 2022, Newmark released the restrictions with respect to 1.0 million and 0.1 million, respectively, of restricted Newmark shares held by BGC employees.

As of December 31, 2023 and 2022, there were nil and 1.1 million, respectively, of 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.

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, 2023, 5.8 million of the total 28.0 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 $ 24.7 million for the year ended 2023.

For the restricted stock awards that vested during the year ended December 31, 2023, the Company withheld 1.0 million shares of BGC Class A common stock to pay taxes due at the time of vesting.

As of December 31, 2023, there was approximately $ 49.9 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 2.55 years.

A summary of the activity associated with these restricted stock awards held by BGC employees is as follows (restricted stock and dollars in thousands):

Restricted Stock

Value Fair Value

Amount Weighted-

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

Commitments, Contingencies and Guarantees

10 unchanged sentences

157,560 49,815 68,467 39,278 —

Short-term borrowings 4

1,917 1,917 — — —

Interest on Short-term borrowings 71 71 — — —

4 unchanged sentences

_______________________________________

1 Debt and collateralized borrowings reflects $ 450.0 million of 5.375 % Senior Notes (the $ 450.0 million represents the principal amount of the debt;

the carrying value of the 5.375 % Senior Notes as of December 31, 2022 was $ 449.2 million), $ 300.0 million of 3.750 % Senior Notes (the $ 300.0 million represents the principal amount of the debt;

the carrying value of the 3.750 % Senior Notes as of December 31, 2022 was approximately $ 298.6 million), $ 300.0 million of 4.375 % Senior Notes (the $ 300.0 million represents the principal amount of the debt;

the carrying value of the 4.375 % Senior Notes as of December 31, 2022 was approximately $ 298.2 million), $ 2.0 million of collateralized borrowings due April 8, 2023, and $ 1.3 million of collateralized borrowings due April 19, 2023.

1 Debt and collateralized borrowings reflects $ 255.5 million of BGC Group 3.750 % Senior Notes (the $ 255.5 million represents the principal amount of the debt;

the carrying value of the BGC Group 3.750 % Senior Notes as of December 31, 2023 was approximately $ 254.8 million), $ 288.2 million of BGC Group 4.375 % Senior Notes (the $ 288.2 million represents the principal amount of the debt;

the carrying value of the BGC Group 4.375 % Senior Notes as of December 31, 2023 was approximately $ 286.7 million) and $ 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, 2023 was approximately $ 343.9 million).

Debt and collateralized borrowings reflects $ 44.5 million of BGC Partners 3.750 % Senior Notes (the $ 44.5 million represents the principal amount of the debt;

the carrying value of the BGC Partners 3.750 % Senior Notes as of December 31, 2023 was approximately $ 44.4 million), $ 11.8 million of BGC Partners 4.375 % Senior Notes (the $ 11.8 million represents the principal amount of the debt;

the carrying value of the BGC Partners 4.375 % Senior Notes as of December 31, 2023 was approximately $ 11.8 million) and $ 2.8 million of BGC Partners 8.000 % Senior Notes (the $ 2.8 million represents the principal amount of the debt;

the carrying value of the BGC Partners 8.000 % Senior Notes as of December 31, 2023 was approximately $ 2.7 million).

See Note 17—“Notes Payable, Other and Short-Term Borrowings” for more information regarding these obligations, including timing of payments and compliance with debt covenants.

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As of December 31, 2023, there were no sublease payments to be received over the life of the agreements.

3 Interest on debt and collateralized borrowings reflects a total of $ 7.1 million of interest expense associated with the BGC Group 3.750 % Senior Notes, $ 1.2 million of interest expense associated with the BGC Partners 3.750 % Senior Notes, $ 24.5 million of interest expense associated with the BGC Group 4.375 % Senior Notes, $ 1.0 million of interest expense associated with the BGC Partners 4.375 % Senior Notes, $ 122.3 million of interest expense associated with the BGC Group 8.000 % Senior Notes, and $ 1.0 million of interest expense associated with the BGC Partners 8.000 % Senior Notes.

Interest on debt and collateralized borrowings also includes interest on the undrawn portion of the committed unsecured senior Revolving Credit Agreement which was calculated through the maturity date of the facility, which is March 10, 2025.

As of December 31, 2023, the undrawn portion of the committed unsecured Revolving Credit Agreement was $ 135.0 million.

4 Short-term borrowings reflect approximately $ 1.9 million (BRL 20.0 million) of borrowing under the Company’s committed unsecured loan agreement.

See Note 17—“Notes Payable, Other and Short-term Borrowings” for more information regarding this obligation.

4 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, with 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.

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The amount payable each year reflects an estimate of future Charity Day obligations.

In addition, as part of the Insurance Business Disposition, unvested equity and other awards previously granted by BGC to employees of its Insurance brokerage business were converted into the right to receive a cash payment from BGC;

a significant portion of these awards was 50 % vested and paid in cash at closing, with the remaining 50 % vesting and to be paid in cash two years after closing.

The remaining portion of these awards will have been 100 % vested and paid in cash by two years after the closing.

The payments after closing are only made if the applicable employee remains an employee of the Insurance brokerage business.

The remaining portion of these awards is reflected as other contractual obligations, and is recorded as part of “Accounts payable, accrued and other liabilities” in the Company’s Consolidated Statements of Financial Condition.

The Company is obligated for minimum rental payments under various non-cancelable operating leases, principally for office space, expiring at various dates through 2039.

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Since 2016, the Company has completed acquisitions whose purchase price included an aggregate of approximately 3.3 million shares of the Company’s Class A common stock (with an acquisition date fair value of approximately $ 13.5 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 $ 43.1 million in cash that may be issued contingent on certain targets being met through 2027.

The Company did not issue any contingent shares of BGC Class A common stock, LPUs, RSUs or cash for acquisitions during the years ended December 31, 2022 and 2021.

The Company issued 1.2 million contingent shares of BGC Class A common stock and $ 8.0 million for acquisitions during 2023.

The Company did not issue any contingent shares of BGC Class A common stock, LPUs, RSUs or cash for acquisitions during 2022.

During the year ended December 31, 2023, the contingent cash consideration increased by approximately $ 0.6 million to $ 15.1 million in cash that may be paid due to an increase in probability of payout.

1 unchanged sentence

As of December 31, 2023, the Company has issued 1.4 million shares of its Class A common stock, 0.2 million RSUs and paid $ 53.4 million in cash related to contingent payments for acquisitions completed since 2016.

As of December 31, 2022, 1.3 million shares of the Company’s Class A common stock and 0.1 million RSUs remain to be issued, and $ 18.4 million in cash remains to be paid, net of forfeitures and other adjustments, if the targets are met.

As of December 31, 2023, 0.9 million shares of the Company’s Class A common stock remain to be issued, and $ 4.2 million in cash remains to be paid, net of forfeitures and other adjustments, if the targets are met.

The Company’s contingent considerations are classified as Level 3 liabilities.

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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 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.

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Additionally, financing is sensitive to interest rate fluctuations, which could have an impact on the Company’s overall profitability.

During the year ended December 31, 2022, the Company recorded a $ 11.4 million reserve for a potential loss 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).

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 year ended December 31, 2023 and 2022, the Company did no t incur losses on any FDIC insured cash accounts.

During the years ended December 31, 2023 and 2022, the Company reserved $ 9.0 million and $ 11.4 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” for additional information).

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.

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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.

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.

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.

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Other rate changes ( 862 ) 153 ( 7,007 )

Impact of Corporate Conversion

( 12,446 ) — —

Nontaxable gain on insurance disposition — — ( 65,231 )

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However, this policy will be further re-evaluated and assessed based on the Company’s overall business needs and requirements.

The Company has finalized its accounting policy with respect to taxes on Global Intangible Low-Taxed Income (GILTI) and has 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 as of December 31, 2022.

Accordingly, the Company recorded a tax expense of $ 5.6 million, net of foreign tax credits, for the impact of the GILTI provision on its foreign subsidiaries.

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.

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jurisdictions of $ 1.1 million, $ 3.2 million and $ 28.4 million, respectively.

These losses will begin to expire in 2027, 2025 and 2023, respectively.

These losses will begin to expire for Federal, state and local, and non-U.S.

jurisdictions in 2038, 2025 and 2024, respectively.

The Company has deferred tax assets associated with tax credits in the U.S.

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The Company’s 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 the U.S.

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.

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Certain other subsidiaries of the Company are subject to regulatory and other requirements of the jurisdictions in which they operate.

In addition, the Company’s SEFs, BGC Derivative Markets and GFI Swaps Exchange 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 and DCO 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.

Certain BGC subsidiaries also operate as a DCM and DCO 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, 2022, the Company’s regulated subsidiaries held $ 666.0 million of net assets.

As of December 31, 2023, the Company’s regulated subsidiaries held $ 734.1 million of net capital.

These subsidiaries had aggregate regulatory net capital, as defined, in excess of the aggregate regulatory requirements, as defined, of $ 391.7 million.

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The Company currently operates in one reportable segment, brokerage services.

BGC provides or has provided brokerage services to the financial markets, integrated Voice, Hybrid and Fully Electronic brokerage in a broad range of products, including fixed income (Rates and Credit), FX, Equities, Energy and Commodities, and Futures and Options.

BGC provides or has provided brokerage services to the financial markets, through integrated Voice, Hybrid and Fully Electronic brokerage in a broad range of products, including fixed income securities (Rates and Credit), FX, Energy and Commodities, Equities, and Futures and Options.

BGC also provides a wide range of services, including trade execution, brokerage, clearing, trade compression, post-trade, information, consulting, and other back-office services to a broad range of financial and non-financial institutions.

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Other Europe/MEA 66,259 46,413

22,647 13,019

Other Americas

France 13,019 16,996

19,182 17,736

Total long-lived assets $ 1,404,285 $ 1,343,182

Product Information

The Company’s business is based on the products and services provided and reflect the manner in which financial information is evaluated by management.

The Company specializes in the brokerage of a broad range of products, including fixed income (Rates and Credit), FX, Equities, Energy and Commodities, and Futures and Options.

The Company’s business is based on the products and services provided and reflects the manner in which financial information is evaluated by management.

The Company specializes in the brokerage of a broad range of products, including fixed income securities (Rates and Credit), FX, Energy and Commodities, Equities, and Futures and Options.

The Company also provides a wide range of services, including trade execution, broker-dealer services, clearing, trade compression, post trade, information, consulting, and other back-office services to a broad range of financial and non-financial institutions.

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Rates $ 610,451 $ 549,503 $ 558,507

FX 299,721 301,328 315,253

Energy and Commodities

386,206 291,665 296,458

314,706 299,721 301,328

Credit 284,744 271,419 287,608

Equities 236,517 234,493 247,673

— 178,087 182,707

Total brokerage revenues $ 1,832,624 $ 1,646,801 $ 1,869,661

9 unchanged sentences

Commissions $ 1,464,524 $ 1,281,294 $ 1,541,900

Data, software, and post-trade 96,389 89,963 81,920

Data, network, and post-trade

111,470 96,389 89,963

Fees from related parties 15,968 14,734 14,856

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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.

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 leases 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.

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As of December 31, 2023, the Company did not have any leases that have not yet commenced but that create significant rights and obligations.

Supplemental information related to the Company’s operating leases is as follows (in thousands):

Supplemental information related to the Company’s operating and financing leases is as follows (in thousands):

Classification in Consolidated Statements

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2 Short-term lease expense was not material for the years ended December 31, 2023, 2022 and 2021.

The following table shows the Company’s maturity analysis of its operating lease liabilities as of December 31, 2022 (in thousands):

The following table shows the Company’s maturity analysis of its lease liabilities as of December 31, 2023 (in thousands):

December 31, 2023

5 unchanged sentences

2028 13,393 —

Thereafter 89,218 —

2029 and thereafter 76,940 —

Total $ 189,186 $ 5,077

8 unchanged sentences

Financing cash flows from finance lease liabilities $ 1,228 $ 704

_______________________________________

1 The Company made payments for operating lease liabilities related to the Insurance brokerage business of $ 3.6 million for the year ended December 31, 2021.

Current Expected Credit Losses (CECL)

Current Expected Credit Losses

The CECL reserve reflects management’s current estimate of potential credit losses related to the receivable balances included in the Company’s Consolidated Statements of Financial Condition.

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Ending balance, December 31, 2023 $ 5.0 $ 2.3 $ 18.9 $ 26.2

For the year ended December 31, 2022, there was an increase of $ 4.7 million in the CECL reserve against “Accrued commissions and other receivables, net” due to the updated macroeconomic assumptions resulting from a decrease in the GDP growth rate, which included a $ 4.5 million reserve related to Russia's Invasion of Ukraine, bringing the CECL reserve recorded pertaining to “Accrued commissions and other receivables, net” to $ 5.4 million as of December 31, 2022.

For the years ended December 31, 2021 and 2020, there was a decrease of $ 0.3 million and an increase of $ 0.2 million, respectively, in the CECL reserve against “Accrued commissions and other receivables, net.”

For the years ended December 31, 2022, 2021, and 2020, there were increases of $ 0.8 million, $ 0.1 million, and $ 0.5 million, respectively, in the CECL reserve pertaining to "Loans, forgivable loans and other receivables from employees and partners, net" as a result of employee terminations, bringing the CECL reserve recorded pertaining to “Loans, forgivable loans and other receivables from employees and partners, net” to $ 2.5 million as of December 31, 2022.

For the year ended December 31, 2022, there was an increase of $ 7.0 million 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, bringing the CECL reserve recorded pertaining to “Receivables from broker-dealers, clearing organizations, customers and related broker-dealers” to $ 7.0 million as of December 31, 2022.

There was no change in the CECL reserve recorded pertaining to “Receivables from broker-dealers, clearing organizations, customers and related broker-dealers” for the years ended December 31, 2021 and 2020.

For the year ended December 31, 2023, there was a decrease of $ 0.4 million in the CECL reserve against “Accrued commissions and other receivables, net” due to the updated macroeconomic assumptions, bringing the CECL reserve recorded pertaining to “Accrued commissions and other receivables, net” to $ 5.0 million as of December 31, 2023.

For the year ended December 31, 2022, there was an increase of $ 4.7 million in the CECL reserve against “Accrued commissions and other receivables, net,” which included a $ 4.5 million reserve related to Russia’s Invasion of Ukraine.

For the year ended December 31, 2021, there was a decrease of $ 0.3 million in the CECL reserve against “Accrued commissions and other receivables, net.”

For the year ended December 31, 2023, there was a decrease of $ 0.2 million in the CECL reserve pertaining to “Loans, forgivable loans and other receivables from employees and partners, net” as a result of employee collections, bringing the CECL reserve recorded pertaining to “Loans, forgivable loans and other receivables from employees and partners, net” to $ 2.3 million as of December 31, 2023.

For the years ended December 31, 2022 and 2021, there were increases of $ 0.8 million and $ 0.1 million, respectively, in the CECL reserve pertaining to “Loans, forgivable loans and other receivables from employees and partners, net” as a result of employee terminations.

For the year ended December 31, 2023, there was an increase of $ 11.9 million in the CECL reserve against “Receivables from broker-dealers, clearing organizations, customers and related broker-dealers” which mainly reflected the downward credit rating migration of certain unsettled trades related to Russia’s Invasion of Ukraine, bringing the CECL reserve recorded pertaining to “Receivables from broker-dealers, clearing organizations, customers and related broker-dealers” to $ 18.9 million as of December 31, 2023.

There was no change in the CECL reserve recorded pertaining to “Receivables from broker-dealers, clearing organizations, customers and related broker-dealers” for the year ended December 31, 2021.

Supplemental Balance Sheet Information

2 unchanged sentences

Other assets:

Operating lease ROU assets $ 129,786 $ 136,252

Deferred tax asset $ 215,537 $ 152,393

Operating lease ROU assets 124,165 129,786

Equity securities carried under measurement alternative 85,561 83,633

15 unchanged sentences

On February 13, 2024, the Company’s Board declared a quarterly cash dividend of $ 0.01 per share for the fourth quarter of 2023, payable on March 19, 2024 to BGC Class A and Class B common stockholders of record as of March 5, 2024.

Drawdown of Revolving Credit Agreement

From January 1, 2023 through March 1, 2023, the Company drew down $ 70.0 million from its Revolving Credit Agreement.

This amount currently carries an interest rate of 6.4 %.

CFTC Approval for FMX Futures Exchange

On January 22, 2024, FMX Futures Exchange received approval from the CFTC to operate an exchange for U.S.

Treasury and SOFR futures.

Transactions with Executive Officers and Directors

On January 2, 2024, Mr.

Merkel sold 136,891 shares of BGC Class A common stock to the Company.

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 Committee and the Compensation Committee of the Board and was made pursuant to the Company’s stock buyback authorization.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data