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Item 9A. Controls and Procedures

2024-02-29 compared with 2023-03-01 · 277 added, 213 removed, 212 unchanged (70% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

BGC Partners maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed by BGC Partners is recorded, processed, accumulated, summarized and communicated to its management, including its Chairman of the Board and Chief Executive Officer and its Chief Financial Officer, to allow timely decisions regarding required disclosures, and reported within the time periods specified in the SEC’s rules and forms.

The Chairman of the Board and Chief Executive Officer and the Chief Financial Officer have performed an evaluation of the effectiveness of the design and operation of BGC Partners disclosure controls and procedures as of December 31, 2022.

Based on that evaluation, the Chairman of the Board and Chief Executive Officer and the Chief Financial Officer concluded that BGC Partners’ disclosure controls and procedures were effective as of December 31, 2022.

Internal Control over Financial Reporting

BGC Group maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed by BGC Group is recorded, processed, accumulated, summarized and communicated to its management, including its Chairman of the Board and Chief Executive Officer and its Chief Financial Officer, to allow timely decisions regarding required disclosures, and reported within the time periods specified in the SEC’s rules and forms.

The Chairman of the Board and Chief Executive Officer and the Chief Financial Officer have performed an evaluation of the effectiveness of the design and operation of BGC Group ’ s disclosure controls and procedures as of December 31, 2023.

Based on that evaluation, the Chairman of the Board and Chief Executive Officer and the Chief Financial Officer concluded that BGC Group’s disclosure controls and procedures were effective as of December 31, 2023.

Management ’ s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f).

Under the supervision and with the participation of our management, including our Chairman and Chief Executive Officer, and our Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2022 based upon criteria set forth in the Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (COSO).

Our internal control over financial reporting includes policies and procedures that are intended to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with U.S.

Based on the results of our 2022 evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, 2022.

Under the supervision and with the participation of our management, including our Chairman and Chief Executive Officer, and our Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal controls over financial reporting as of December 31, 2023 based upon criteria set forth in the Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (COSO).

Our internal controls over financial reporting include policies and procedures that are intended to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with U.S.

Based on the results of our 2023 evaluation, our management concluded that our internal controls over financial reporting were effective as of December 31, 2023.

We reviewed the results of management’s assessment with our Audit Committee.

The effectiveness of our internal control over financial reporting as of December 31, 2022 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report, which is included in this Annual Report on Form 10-K.

Management has excluded BGC Group’s acquisitions of Trident, ContiCap, and Open Energy Group as these acquisitions were completed in fiscal year 2023, and did not have a material effect on our financial condition, results of operations or cash flows in 2023.

However, we do anticipate that these acquisitions will be included in management’s assessment of internal control over financial reporting and our audit of internal controls over financial reporting for 2024.

Trident, ContiCap, and Open Energy Group are included in our 2023 consolidated financial statements 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.

The effectiveness of our internal controls over financial reporting as of December 31, 2023 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report, which is included in this Annual Report on Form 10‑K.

Such report expresses an unqualified opinion on the effectiveness of the Company’s internal controls over financial reporting as of December 31, 2023.

Changes in Internal Control over Financial Reporting

During the year ended December 31, 2022, there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

During the year ended December 31, 2023, there were no changes in our internal controls over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

OTHER INFORMATION

Not Applicable

10b5-1 Trading Arrangements

During the quarter ended December 31, 2023, none of the Company’s directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Item 408 of Regulation S-K.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

1 unchanged sentence

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information appearing under “Election of Directors,” “Information about our Executive Officers,” “Section 16(a) Beneficial Ownership Reporting Compliance,” and “Code of Ethics and Whistleblower Procedures” in the 2023 Proxy Statement is hereby incorporated by reference in response to this Item 10.

The information appearing under “Election of Directors,” “Information about our Executive Officers,” “Delinquent Section 16(a) Reports,” and “Code of Ethics and Whistleblower Procedures” in the 2024 Proxy Statement is hereby incorporated by reference in response to this Item 10.

EXECUTIVE COMPENSATION

6 unchanged sentences

The information appearing under “Independent Registered Public Accounting Firm Fees” and “Audit Committee Pre-Approval Policies and Procedures” in the 2024 Proxy Statement is hereby incorporated by reference in response to this Item 14.

PART IV—OTHER INFORMATION

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

4 unchanged sentences

(a) (3) The Exhibit Index set forth below is incorporated by reference in response to this Item 15.

The following Exhibits are filed as part of this Report as required by Regulation S-K.

The Exhibits designated by an asterisk (*) are management contracts and compensation plans and arrangements required to be filed as Exhibits to this Report.

Certain schedules and exhibits designated by two asterisks (**) have been omitted pursuant to Item 601(a)(5) of Regulation S-K promulgated by the SEC.

The following exhibits are filed as part of this Annual Report on Form 10-K as required by Regulation S-K.

The exhibits designated by a dagger (†) are management contracts and compensation plans and arrangements required to be filed as exhibits to this Annual Report on Form 10-K.

Certain schedules and exhibits designated by one asterisk (*) have been omitted pursuant to Item 601(a)(5) of Regulation S-K promulgated by the SEC.

Certain schedules and exhibits designated by two asterisks (**) have been omitted pursuant to Item 601(b)(2) of Regulation S-K promulgated by the SEC.

The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.

Certain exhibits have been previously filed with the SEC pursuant to the Securities Exchange Act of 1934 (Commission File Number 0-28191).

EXHIBIT INDEX

Number Exhibit Title

1.1 Controlled Equity Offering Sales SM Agreement, dated August 12, 2022, between BGC Partners, Inc.

1.1 Amended and Restated Controlled Equity Offering SM Sales Agreement, dated as of July 3, 2023, between BGC Group, Inc.

and Cantor Fitzgerald & Co.

(incorporated by reference to Exhibit 1.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on August 12, 2022)

(incorporated by reference to Exhibit 1.1 to BGC Group, Inc.’s Post-Effective Amendment No.

1 to BGC Partners, Inc.’s Registration Statement on Form S-3 filed with the SEC on July 3, 2023)

2.1 Agreement and Plan of Merger, dated as of May 29, 2007, by and among eSpeed, Inc., BGC Partners, Inc., Cantor Fitzgerald, L.P., BGC Partners, L.P., BGC Global Holdings, L.P.

and BGC Holdings, L.P.

(incorporated by reference to the Registrant’s Definitive Proxy Statement on Schedule 14A filed with the SEC on February 11, 2008)

(incorporated by reference to BGC Partners, Inc .

Definitive Proxy Statement on Schedule 14A filed with the SEC on February 11, 2008)

2.2 Amendment No.

1 unchanged sentence

and BGC Holdings, L.P.

(incorporated by reference to the Registrant’s Definitive Proxy Statement on Schedule 14A filed with the SEC on February 11, 2008)

(incorporated by reference to BGC Partners, Inc .

Definitive Proxy Statement on Schedule 14A filed with the SEC on February 11, 2008)

2.3 Amendment No.

1 unchanged sentence

and BGC Holdings, L.P.

(incorporated by reference to the Registrant’s Definitive Proxy Statement on Schedule 14A filed with the SEC on February 11, 2008)

(incorporated by reference to BGC Partners, Inc .

Definitive Proxy Statement on Schedule 14A filed with the SEC on February 11, 2008)

Separation Agreement, dated as of March 31, 2008, by and among Cantor Fitzgerald, L.P., BGC Partners, LLC, BGC Partners, L.P., BGC Global Holdings, L.P.

and BGC Holdings, L.P.

(incorporated by reference to Exhibit 2.4 to the Registrant’s Current Report on Form 8-K filed with the SEC on April 7, 2008)

(incorporated by reference to Exhibit 2.4 to BGC Partners, Inc .

Current Report on Form 8-K filed with the SEC on April 7, 2008)

Purchase Agreement, dated as of April 1, 2013, by and among BGC Partners, Inc., BGC Partners, L.P., The NASDAQ OMX Group, Inc., and for certain limited purposes, Cantor Fitzgerald, L.P.

(incorporated by reference to Exhibit 2.1 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 8, 2013)

(incorporated by reference to Exhibit 2.1 to BGC Partners, Inc .

Quarterly Report on Form 10-Q filed with the SEC on August 8, 2013)

Tender Offer Agreement executed by BGC Partners, Inc., BGC Partners, L.P.

and GFI Group Inc., dated February 19, 2015 (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on February 25, 2015)

and GFI Group Inc., dated February 19, 2015 (incorporated by reference to Exhibit 2.1 to BGC Partners, Inc .

Current Report on Form 8-K filed with the SEC on February 25, 2015)

2.7 Stock Purchase Agreement by and among GFINet, Inc., GFI TP Holdings Pte Ltd, Intercontinental Exchange, Inc., and, solely for the purposes set forth therein, GFI Group Inc.

and BGC Partners, Inc.

(incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on November 18, 2015)

2.8 Agreement and Plan of Merger, dated December 22, 2015, by and among BGC Partners, Inc., JPI Merger Sub 1, Inc., JPI Merger Sub 2, LLC, Jersey Partners Inc., New JP Inc., Michael Gooch and Colin Heffron (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on December 23, 2015)

(incorporated by reference to Exhibit 10.1 to BGC Partners, Inc .

Current Report on Form 8-K filed with the SEC on November 18, 2015)

Agreement and Plan of Merger, dated December 22, 2015, by and among BGC Partners, Inc., JPI Merger Sub 1, Inc., JPI Merger Sub 2, LLC, Jersey Partners Inc., New JP Inc., Michael Gooch and Colin Heffron (incorporated by reference to Exhibit 2.1 to BGC Partners, Inc .

Current Report on Form 8-K filed with the SEC on December 23, 2015)

Number Exhibit Title

1 unchanged sentence

BGC Partners, L.P., Cantor Fitzgerald, L.P., Cantor Commercial Real Estate Company, L.P., Cantor Sponsor, L.P., CF Real Estate Finance Holdings, L.P.

and CF Real Estate Finance Holdings GP, LLC (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 21, 2017)

and CF Real Estate Finance Holdings GP, LLC (incorporated by reference to Exhibit 2.1 to BGC Partners, Inc .

Current Report on Form 8-K filed with the SEC on July 21, 2017)

Amended and Restated Separation and Distribution Agreement, dated as of November 23, 2018, by and among Cantor Fitzgerald, L.P., BGC Partners, Inc., BGC Holdings, L.P., BGC Partners, L.P., BGC Global Holdings, L.P., Newmark Group, Inc., Newmark Holdings, L.P.

and Newmark Partners, L.P.

(incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed on November 27, 2018)

(incorporated by reference to Exhibit 2.1 to BGC Partners, Inc.’s Current Report on Form 8-K filed on November 27, 2018)

2.11 Agreement for the Sale and Purchase of the Share Capital of Ed Broking Group Limited and Besso Insurance Group Limited, Dated May 26, 2021, by and Among Tower Bridge (One) Limited, Ardonagh Specialty Holdings 2 Limited, The Ardonagh Group Limited and BGC Partners, Inc.

(incorporated by reference to Exhibit 2.1 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 6, 2021)

(incorporated by reference to Exhibit 2.1 to BGC Partners, Inc .

Quarterly Report on Form 10-Q filed with the SEC on August 6, 2021)

2.12 Deed of Variation in Respect of the Agreement for the Sale and Purchase of the Share Capital of Ed Broking Group Limited and Besso Insurance Group Limited, dated August 25, 2021, by and among Tower Bridge (One) Limited, Ardonagh Specialty Holdings 2 Limited, The Ardonagh Group Limited and BGC Partners, Inc.

(incorporated by reference to Exhibit 2.2 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on November 8, 2021)

(incorporated by reference to Exhibit 2.2 to BGC Partners, Inc.

Quarterly Report on Form 10-Q filed with the SEC on November 8, 2021)

2.13 Deed of Variation in Respect of the Agreement for the Sale and Purchase of the Share Capital of Ed Broking Group Limited and Besso Insurance Group Limited, dated October 31, 2021, by and among Tower Bridge (One) Limited, Ardonagh Specialty Holdings 2 Limited, The Ardonagh Group Limited and BGC Partners, Inc.

(incorporated by reference to Exhibit 2.3 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on November 8, 2021)

(incorporated by reference to Exhibit 2.3 to BGC Partners, Inc .

Quarterly Report on Form 10-Q filed with the SEC on November 8, 2021)

Corporate Conversion Agreement, dated as of November 15, 2022, by and among BGC Partners, Inc., BGC Group, Inc., BGC Holdings, L.P., BGC GP, LLC, BGC Partners II, Inc., BGC Partners II, LLC, BGC Holdings Merger Sub, LLC and, solely for the purposes of certain provisions therein, Cantor Fitzgerald, L.P.

(incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on November 16, 2022)**

3.1 Restated Certificate of Incorporation of BGC Partners, Inc.

(incorporated by reference to Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 8, 2016)

3.2 Amended and Restated Bylaws of BGC Partners, Inc.

(incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on April 7, 2008)

4.1 Description of Registrant’s Securities Registered under Section 12 of the Securities Exchange Act of 1934, as amended

4.2 Specimen Class A Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1 filed with the SEC on April 18, 2008)

4.3 Indenture, dated as of June 26, 2012, between BGC Partners, Inc.

Bank National Association, as Trustee, (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on June 27, 2012)

4.4 Fourth Supplemental Indenture, dated as of July 24, 2018, by and between BGC Partners, Inc.

Bank National Association, as Trustee, relating to the 5.375% Senior Notes due 2023 (incorporated by reference to Exhibit 4.2 to the Registrant’s Form 8-K filed with the SEC on July 25, 2018)

4.5 Form of 5.375% Senior Notes due 2023 (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 25, 2018)

(incorporated by reference to Exhibit 2.1 to BGC Partners, Inc.’s Current Report on Form 8-K filed with the SEC on November 16, 2022)

Amendment to the Corporate Conversion Agreement, dated as of March 29, 2023, by and among BGC Partners, Inc., BGC Group, Inc., BGC Holdings, L.P., BGC GP, LLC, BGC Partners II, Inc., BGC Partners II, LLC, BGC Holdings Merger Sub, LLC and, solely for the purposes of certain provisions therein, Cantor Fitzgerald, L.P.

(incorporated by reference to Exhibit 2.15 to BGC Partners, Inc.’s Annual Report on Form 10-K/A filed with the SEC on April 28, 2023)

3.1 Amended and Restated Certificate of Incorporation of BGC Group, Inc.

(incorporated by reference to Exhibit 3.1 to BGC Group, Inc .

Current Report on Form 8-K12B filed with the SEC on July 3, 2023)

3.2 Amended and Restated Bylaws of BGC Group, Inc.

(incorporated by reference to Exhibit 3.2 to BGC Group, Inc.’s Current Report on Form 8-K12B filed with the SEC on July 3, 2023)

4.1 Description of BGC Group, Inc.

’ s Securities Registered under Section 12 of the Securities Exchange Act of 1934, as amended

4.2 Indenture, dated as of September 27, 2019, between BGC Partners, Inc.

and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-K filed with the SEC on September 30, 2019)

and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to BGC Partners, Inc.’s Form 8-K filed with the SEC on September 30, 2019)

4.3 First Supplemental Indenture, dated as of September 27, 2019, between BGC Partners, Inc.

and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Registrant’s Form 8-K filed with the SEC on September 30, 2019)

and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.2 to BGC Partners, Inc.’s Form 8-K filed with the SEC on September 30, 2019)

4.4 Form of BGC Partners, Inc.

3.750% Senior Notes due 2024 (incorporated by reference to Exhibit 4.3 to the Registrant’s Form 8-K filed with the SEC on September 30, 2019)

Number Exhibit Title

3.750% Senior Notes due 2024 (incorporated by reference to Exhibit 4.2 to BGC Partners, Inc.’s Form 8-K filed with the SEC on September 30, 2019)

4.5 Second Supplemental Indenture, dated as of July 10, 2020, between BGC Partners, Inc.

and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 14, 2020)

and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.2 to BGC Partners, Inc.’s Current Report on Form 8-K filed with the SEC on July 14, 2020)

4.6 Form of BGC Partners, Inc.

4.375% Senior Notes due 2025 (incorporated by reference to Exhibit 4.3 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 14, 2020)

10.1 Registration Rights Agreement, dated as of December 9, 1999, by and among eSpeed, Inc.

and the Investors named therein (incorporated by reference to Exhibit 10.6 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 1999)

10.2 Registration Rights Agreement by and between Cantor Fitzgerald, L.P.

and BGC Partners, LLC, dated as of March 31, 2008 (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed with the SEC on April 7, 2008)

10.3 Administrative Services Agreement, dated as of March 6, 2008, by and between Cantor Fitzgerald, L.P.

and BGC Partners, Inc.

(incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K filed with the SEC on April 7, 2008)

10.4 Administrative Services Agreement, dated as of August 9, 2007, by and among Tower Bridge International Services L.P.

and BGC International (incorporated by reference to Exhibit 10.6 to the Registrant’s Current Report on Form 8-K filed with the SEC on April 7, 2008)

10.5 BGC Holdings, L.P.

Participation Plan, effective as of April 1, 2008 (incorporated by reference to Exhibit 10.8 to the Registrant’s Current Report on Form 8-K filed with the SEC on April 7, 2008)*

10.6 Tax Receivable Agreement, dated as of March 31, 2008, by and between BGC Partners, LLC and Cantor Fitzgerald, L.P.

(incorporated by reference to Exhibit 10.7 to the Registrant’s Current Report on Form 8-K filed with the SEC on April 7, 2008)

4.375% Senior Notes due 2025 (incorporated by reference to Exhibit 4.2 to BGC Partners, Inc.’s Current Report on Form 8-K filed with the SEC on July 14, 2020)

Number Exhibit Title

4.7 Third Supplemental Indenture, dated as of May 25, 2023, between BGC Partners, Inc.

and Computershare Trust Company, N.A.

as successor to Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.2 to BGC Partners, Inc.’s Current Report on Form 8-K filed with the SEC on May 25, 2023)

4.8 Form of BGC Partners, Inc.

8.000% Senior Notes due 2028 (incorporated by reference to Exhibit 4.3 to BGC Partners, Inc.’s Current Report on Form 8-K filed with the SEC on May 25, 2023)

4.9 Fourth Supplemental Indenture, dated as of September 19, 2023, between BGC Partners, Inc.

and Computershare Trust Company, National Association, as successor to Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 of BGC Group, Inc.’s Current Report on Form 8-K filed with the SEC on October 6, 2023)

4.10 Indenture, dated as of October 6, 2023, between BGC Group, Inc.

and UMB Bank, N.A., as trustee (incorporated by reference to Exhibit 4.2 of BGC Group, Inc.’s Current Report on Form 8-K filed with the SEC on October 6, 2023)

First Supplemental Indenture, dated as of October 6, 2023, between BGC Group, Inc.

and UMB Bank, N.A., as trustee (incorporated by reference to Exhibit 4.3 of BGC Group, Inc.’s Current Report on Form 8-K filed with the SEC on October 6, 2023)

Form of BGC Group, Inc.’s 3.750% Senior Notes due 2024 (incorporated by reference to Exhibit 4.3 of BGC Group, Inc.’s Current Report on Form 8-K filed with the SEC on October 6, 2023)

Second Supplemental Indenture, dated as of October 6, 2023, between BGC Group, Inc.

and UMB Bank, N.A., as trustee (incorporated by reference to Exhibit 4.4 of BGC Group, Inc.’s Current Report on Form 8-K filed with the SEC on October 6, 2023)

Form of BGC Group, Inc.’s 4.375% Senior Notes due 2025 (incorporated by reference to Exhibit 4.4 of BGC Group, Inc.’s Current Report on Form 8-K filed with the SEC on October 6, 2023)

Third Supplemental Indenture, dated as of October 6, 2023, between BGC Group, Inc.

and UMB Bank, N.A., as trustee (incorporated by reference to Exhibit 4.5 of BGC Group, Inc.’s Current Report on Form 8-K filed with the SEC on October 6, 2023)

Form of BGC Group, Inc.’s 8.000% Senior Notes due 2028 (incorporated by reference to Exhibit 4.5 of BGC Group, Inc.’s Current Report on Form 8-K filed with the SEC on October 6, 2023)

10.1 Amended, Restated and Consolidated Registration Rights Agreement, dated as of July 1, 2023, by and between BGC Group, Inc.

and Cantor Fitzgerald, L.P.

(incorporated by reference to Exhibit 10.3 to BGC Group, Inc.’s Current Report on Form 8-K12B filed with the SEC on July 3, 2023)

10.2 Amended and Restated Administrative Services Agreement, dated as of July 1, 2023, by and between Cantor Fitzgerald, L.P.

and BGC Group, Inc.

(incorporated by reference to Exhibit 10.4 to BGC Group, Inc.’s Current Report on Form 8-K12B filed with the SEC on July 3, 2023)

10.3 Amended and Restated Administrative Services Agreement, dated as of July 1, 2023, by and among Tower Bridge International Services L.P.

and BGC Group, Inc.

(incorporated by reference to Exhibit 10.5 to BGC Group, Inc.’s Current Report on Form 8-K12B filed with the SEC on July 3, 2023)

10.4 Form of Regulated Entity Administrative Services Agreement (incorporated by reference to Exhibit 10.6 to BGC Group, Inc.’s Current Report on Form 8-K12B filed with the SEC on July 3, 2023)

10.5 License Agreement, dated as of April 1, 2008, by and between BGC Partners, Inc.

and Cantor Fitzgerald, L.P.

(incorporated by reference to Exhibit 10.10 to the Registrant’s Current Report on Form 8-K filed with the SEC on April 7, 2008)

(incorporated by reference to Exhibit 10.10 to BGC Partners, Inc.’s Current Report on Form 8-K filed with the SEC on April 7, 2008)

10.6 Clearing Services Agreement, dated May 9, 2006, between Cantor Fitzgerald & Co.

and BGC Financial, Inc.

(incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on November 11, 2008)

(incorporated by reference to Exhibit 10.1 to BGC Partner s Inc.

’ s Quarterly Report on Form 10-Q filed with the SEC on November 1 0 , 2008)

10.7 Amendment to Clearing Services Agreement, dated November 7, 2008, between Cantor Fitzgerald & Co.

and BGC Financial, Inc.

(incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on November 11, 2008)

(incorporated by reference to Exhibit 10.2 to BGC Partner s, Inc.

’ s Quarterly Report on Form 10-Q filed with the SEC on November 1 0 , 2008)

10.8 Second Amendment, dated August 16, 2010, to the Clearing Services Agreement, dated May 9, 2006, between Cantor Fitzgerald & Co.

and BGC Financial, Inc.

(incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 7, 2020)

(incorporated by reference to Exhibit 10.3 to BGC Partners , Inc.

’s Quarterly Report on Form 10-Q filed with the SEC on August 7, 2020)

Number Exhibit Title

10.9 Third Amendment , dated June 16, 2020, to the Clearing Services Agreement, dated May 9, 2006, between Cantor Fitzgerald & Co.

and BGC Financial, Inc.

(incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 7, 2020)

(incorporated by reference to Exhibit 10.4 to BGC Partners , Inc.

’s Quarterly Report on Form 10-Q filed with the SEC on August 7, 2020)

10.10 Agreement dated November 5, 2008 between BGC Partners, Inc.

and Cantor Fitzgerald, L.P.

regarding clearing capital (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on November 11, 2008)

regarding clearing capital (incorporated by reference to Exhibit 10.3 to BGC Partners, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on November 10, 2008)

10.11 First Amendment, dated June 16, 2020, to the Agreement between BGC Partners, Inc.

and Cantor Fitzgerald, L.P.

regarding clearing capital, dated November 5, 2008 (incorporated by reference to Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 7, 2020)

10.14 Subscription Agreement, dated March 16, 2010, among BGC Partners, Inc., BGC Holdings, L.P.

and Cantor Fitzgerald, L.P.

(incorporated by reference to Exhibit 10.43 to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 16, 2010)

10.15 Registration Rights Agreement, dated as of April 1, 2010, by and between BGC Partners, Inc.

and Cantor Fitzgerald, L.P.

(incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on April 7, 2010)

10.16 Tower Bridge International Services L.P.

and BGC Brokers L.P.

Administrative Services Agreement dated January 9, 2012 (incorporated by reference to Exhibit 10.60 to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 15, 2012)

Number Exhibit Title

10.17 Tower Bridge International Services L.P.

and Cantor Fitzgerald Europe Administrative Services Agreement dated January 9, 2012 (incorporated by reference to Exhibit 10.61 to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 15, 2012)

10.18 Tower Bridge International Services L.P.

and Cantor Index Limited Administrative Services Agreement dated January 9, 2012 (incorporated by reference to Exhibit 10.62 to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 15, 2012)

10.19 Tower Bridge International Services L.P.

and BGC International Administrative Services Agreement dated January 9, 2012 (incorporated by reference to Exhibit 10.63 to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 15, 2012)

10.20 Tower Bridge International Services L.P.

and eSpeed International Limited Administrative Services Agreement dated January 9, 2012 (incorporated by reference to Exhibit 10.64 to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 15, 2012)

10.21 Tower Bridge International Services L.P.

and eSpeed Support Services Limited Administrative Services Agreement dated January 9, 2012 (incorporated by reference to Exhibit 10.65 to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 15, 2012)

regarding clearing capital, dated November 5, 2008 (incorporated by reference to Exhibit 10.5 to BGC Partners, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on August 7, 2020)

Amended and Restated Change in Control Agreement dated August 3, 2011 between Howard W.

Lutnick and BGC Partners, Inc.

(incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 8, 2011)*

(incorporated by reference to Exhibit 10.1 to BGC Partners, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on August 8, 2011)

Amended and Restated Change in Control Agreement dated August 3, 2011 between Stephen M.

Merkel and BGC Partners, Inc.

(incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 8, 2011)*

10.24 Amended and Restated Deed of Adherence, dated as of January 22, 2014, between Sean Windeatt and BGC Services (Holdings) LLP (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on January 28, 2014)*

(incorporated by reference to Exhibit 10.2 to BGC Partners, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on August 8, 2011)

Amended and Restated Deed of Adherence, dated as of January 22, 2014, between Sean Windeatt and BGC Services (Holdings) LLP (incorporated by reference to Exhibit 10.1 to BGC Partners, Inc.’s Current Report on Form 8-K filed with the SEC on January 28, 2014)

Deed of Amendment, dated February 24, 2017, to the Amended and Restated Deed of Adherence, between Sean A.

Windeatt and BGC Services (Holdings) LLP (incorporated by reference to Exhibit 10.86 to the Registrant’s Annual Report on Form 10-K filed with the SEC on February 28, 2017)*

Windeatt and BGC Services (Holdings) LLP (incorporated by reference to Exhibit 10.86 to BGC Partners, Inc.’s Annual Report on Form 10‑K filed with the SEC on February 28, 2017)

Deed of Amendment, dated November 5, 2020, to the Amended and Restated Deed of Adherence, between Sean A.

Windeatt and BGC Services (Holdings) LLP (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on November 6, 2020)*

Windeatt and BGC Services (Holdings) LLP (incorporated by reference to Exhibit 10.2 to BGC Partners, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on November 6, 2020)

Consultancy Agreement, dated February 24, 2017, between Sean A.

Windeatt and BGC Services (Holdings) LLP (incorporated by reference to Exhibit 10.87 to the Registrant’s Annual Report on Form 10-K filed with the SEC on February 28, 2017)*

Windeatt and BGC Services (Holdings) LLP (incorporated by reference to Exhibit 10.87 to BGC Partners, Inc.’s Annual Report on Form 10‑K filed with the SEC on February 28, 2017)

Amendment, dated November 5, 2020, to the Consultancy Agreement, dated February 24, 2017, between Sean A.

Windeatt and BGC Services (Holdings) LLP (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on November 6, 2020)*

Windeatt and BGC Services (Holdings) LLP (incorporated by reference to Exhibit 10.3 to BGC Partners, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on November 6, 2020)

Deed of Amendment, dated July 12, 2023, to the Amended and Restated Deed of Adherence, between Sean A.

Windeatt and BGC Services (Holdings) LLP (incorporated by reference to Exhibit 10.1 to BGC Group, Inc.’s Current Report on Form 8-K filed with the SEC on July 13, 2023)

10.20 Letter Agreement, dated as of August 24, 2015, among BGC Partners, Inc., BGC Partners, L.P.

and GFI Group Inc., relating to shareholder litigation and the Tender Offer Agreement (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on November 9, 2015)

10.30 Eighth Amended and Restated Long Term Incentive Plan, dated as of November 22, 2021 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on November 23, 2021)*

10.31 Second Amended and Restated BGC Partners, Inc.

Incentive Bonus Compensation Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on June 9, 2017)*

10.32 Amended and Restated Agreement of Limited Partnership of CF Real Estate Finance Holdings, L.P., dated as of September 8, 2017 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on September 8, 2017)

10.33 Second Amended and Restated Agreement of Limited Partnership of BGC Holdings, L.P., dated as of December 13, 2017 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on December 19, 2017)

Number Exhibit Title

and GFI Group Inc., relating to shareholder litigation and the Tender Offer Agreement (incorporated by reference to Exhibit 10.1 to BGC Partners, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on November 9, 2015)

BGC Group, Inc.

Long Term Incentive Plan (incorporated by reference to Exhibit 10.1 to BGC Group, Inc.’s Current Report on Form 8-K12B filed with the SEC on July 3, 2023)

BGC Group, Inc.

Incentive Bonus Compensation Plan (incorporated by reference to Exhibit 10.2 to BGC Group, Inc.’s Current Report on Form 8-K12B filed with the SEC on July 3, 2023)

10.23 Amended and Restated Agreement of Limited Partnership of CF Real Estate Finance Holdings, L.P., dated as of September 8, 2017 (incorporated by reference to Exhibit 10.1 to BGC Partners, Inc.’s Current Report on Form 8-K filed with the SEC on September 8, 2017)

Second Amended and Restated Agreement of Limited Partnership of BGC Holdings, L.P., dated as of December 13, 2017 (incorporated by reference to Exhibit 10.1 to BGC Partners, Inc.’s Current Report on Form 8-K filed with the SEC on December 19, 2017)

10.25 Amendment No.

1, dated November 8, 2018, to the Second Amended and Restated Agreement of Limited Partnership of BGC Holdings, L.P (incorporated by reference to Exhibit 10.6 to the Registrant’s Current Report on Form 8-K filed with the SEC on November 8, 2018).

10.35 Second Amended and Restated Agreement of Limited Partnership of BGC Partners, L.P., dated as of December 13, 2017 (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed with the SEC on December 19, 2017)

10.36 Second Amended and Restated Agreement of Limited Partnership of BGC Global Holdings, L.P., dated as of December 13, 2017 (incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K filed with the SEC on December 19, 2017)

10.37 Registration Rights Agreement, dated as of December 13, 2017, by and among Cantor Fitzgerald, L.P., BGC Partners, Inc.

and Newmark Group, Inc.

(incorporated by reference to Exhibit 10.6 to the Registrant’s Current Report on Form 8-K filed with the SEC on December 19, 2017)

1, dated November 8, 2018, to the Second Amended and Restated Agreement of Limited Partnership of BGC Holdings, L.P .

(incorporated by reference to Exhibit 10.6 to BGC Partners, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on November 8, 2018)

Second Amended and Restated Agreement of Limited Partnership of BGC Partners, L.P., dated as of December 13, 2017 (incorporated by reference to Exhibit 10.4 to BGC Partners, Inc.’s Current Report on Form 8-K filed with the SEC on December 19, 2017)

Number Exhibit Title

Second Amended and Restated Agreement of Limited Partnership of BGC Global Holdings, L.P., dated as of December 13, 2017 (incorporated by reference to Exhibit 10.5 to BGC Partners, Inc.’s Current Report on Form 8-K filed with the SEC on December 19, 2017)

10.28 Second Amendment, dated as of March 10, 2023, to the Second Amended and Restated Agreement of Limited Partnership of BGC Holdings, L.P., dated as of December 13, 2017 (incorporated by reference to Exhibit 10.1 to BGC Partners, Inc.’s Current Report on Form 8-K filed with the SEC on March 14, 2023)

10.29 Tax Matters Agreement, dated as of December 13, 2017, by and among BGC Partners, Inc., BGC Holdings, L.P., BGC Partners, L.P., Newmark Group, Inc., Newmark Holdings, L.P.

and Newmark Partners, L.P.

(incorporated by reference to Exhibit 10.8 to the Registrant’s Current Report on Form 8-K filed with the SEC on December 19, 2017)

10.39 Amended and Restated Tax Receivable Agreement, dated as of December 13, 2017, by and between Cantor Fitzgerald, L.P.

and BGC Partners, Inc.

(incorporated by reference to Exhibit 10.9 to the Registrant’s Current Report on Form 8-K filed with the SEC on December 19, 2017)

(incorporated by reference to Exhibit 10.8 to BGC Partners, Inc.’s Current Report on Form 8-K filed with the SEC on December 19, 2017)

10.30 Registration Rights Agreement, dated as of July 10, 2020, between BGC Partners, Inc.

and the parties named therein (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 14, 2020)

and the parties named therein (incorporated by reference to Exhibit 10.1 to BGC Partners, Inc.’s Current Report on Form 8-K filed with the SEC on July 14, 2020)

10.31 Credit Agreement, dated as of March 19, 2018, by and between BGC Partners, Inc.

and Cantor Fitzgerald, L.P.

(incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on March 23, 2018)

(incorporated by reference to Exhibit 10.1 to BGC Partners, Inc.’s Current Report on Form 8-K filed with the SEC on March 23, 2018)

10.32 Amendment, dated August 6, 2018, to the Credit Agreement, dated as of March 19, 2018, by and between BGC Partners, Inc.

and Cantor Fitzgerald, L.P (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on August 7, 2018)

and Cantor Fitzgerald, L.P.

(incorporated by reference to Exhibit 10.1 to BGC Partners, Inc.’s Current Report on Form 8-K filed with the SEC on August 7, 2018)

10.33 Amended and Restated Credit Agreement, dated as of March 19, 2018, by and between BGC Partners, Inc.

and Newmark Group, Inc.

(incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on March 23, 2018)

10.44 Credit Agreement, dated as of November 28, 2018, by and among BGC Partners, Inc., as the Borrower, certain subsidiaries of the Borrower, as Guarantors, the several financial institutions from time to time as parties thereto, as Lenders, and Bank of America, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on November 27, 2018)

10.45 First Amendment, dated December 11, 2019, to the Credit Agreement, dated as of November 28, 2018, by and among BGC Partners, Inc., as the Borrower, certain subsidiaries of the Borrower, as Guarantors, the several financial institutions from time to time as parties thereto, as Lenders, and Bank of America, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on December 13, 2019)

(incorporated by reference to Exhibit 10.2 to BGC Partners, Inc.’s Current Report on Form 8-K filed with the SEC on March 23, 2018)

10.34 Credit Agreement, dated as of November 28, 2018, by and among BGC Partners, Inc., as the Borrower, certain subsidiaries of the Borrower, as Guarantors, the several financial institutions from time to time as parties thereto, as Lenders, and Bank of America, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to BGC Partners, Inc.’s Current Report on Form 8-K filed with the SEC on November 30, 2018)

10.35 First Amendment, dated December 11, 2019, to the Credit Agreement, dated as of November 28, 2018, by and among BGC Partners, Inc., as the Borrower, certain subsidiaries of the Borrower, as Guarantors, the several financial institutions from time to time as parties thereto, as Lenders, and Bank of America, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to BGC Partners, Inc.’s Current Report on Form 8-K filed with the SEC on December 13, 2019)

10.36 Second Amendment, dated February 26, 2020, to the Credit Agreement, dated as of November 28, 2018, by and among BGC Partners, Inc., as the Borrower, certain subsidiaries of the Borrower, as Guarantors, the several financial institutions from time to time as parties thereto, as Lenders, and Bank of America, N.A., as the Administrative Agent.

(incorporated by reference to Exhibit 10.47 to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 1, 2021)

10.47 Amended and Restated Credit Agreement, dated as of March 10, 2022, by and among BGC Partners, Inc., as the Borrower, certain subsidiaries of the Borrower, as Guarantors, the several financial institutions from time to time as parties thereto, as Lenders, and Bank of America, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on March 14, 2022)

10.48 Support Agreement, dated as of November 15, 2022, by and among BGC Partners, Inc.

(incorporated by reference to Exhibit 10.47 to BGC Partners, Inc.’s Annual Report on Form 10‑K filed with the SEC on March 1, 2021)

10.37 Amended and Restated Credit Agreement, dated as of March 10, 2022, by and among BGC Partners, Inc., as the Borrower, certain subsidiaries of the Borrower, as Guarantors, the several financial institutions from time to time as parties thereto, as Lenders, and Bank of America, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to BGC Partners, Inc.’s Current Report on Form 8-K filed with the SEC on March 14, 2022)

First Amendment to Amended and Restated Credit Agreement, dated as of October 6, 2023, to the Amended and Restated Credit Agreement, dated as of March 10, 2022, by and among BGC Partners, Inc., as the Borrower, certain subsidiaries of the Borrower, as Guarantors, the several financial institutions from time to time as parties thereto, as Lenders, and Bank of America, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to BGC Group, Inc.’s Current Report on Form 8-K filed with the SEC on October 6, 2023)

Assignment and Assumption Agreement, dated as of October 6, 2023, by and between BGC Group, Inc., as the New Borrower, and BGC Partners, Inc., as the Current Borrower, relating to the Amended and Restated Credit Agreement, dated as of March 10, 2022, by and among BGC Partners, Inc., as the Borrower, certain subsidiaries of the Borrower, as Guarantors, the several financial institutions from time to time as parties thereto, as Lenders, and Bank of America, N.A., as Administrative Agent and L/C Issuer (incorporated by reference to Exhibit 10.2 to BGC Group, Inc.’s Current Report on Form 8-K filed with the SEC on October 6, 2023)

Assignment and Assumption Agreement, dated as of October 6, 2023, by and between BGC Group, Inc., BGC Partners, Inc., and Cantor Fitzgerald, L.P., relating to the Credit Agreement, dated as of March 19, 2018, as amended as of August 6, 2018, by and between BGC Partners, Inc.

and Cantor Fitzgerald, L.P.

(incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on November 16, 2022)**

21.1 List of subsidiaries of BGC Partners, Inc.

(incorporated by reference to Exhibit 10.3 to BGC Group, Inc.’s Current Report on Form 8-K filed with the SEC on October 6, 2023)

Number Exhibit Title

Support Agreement, dated as of November 15, 2022, by and among BGC Partners, Inc.

and Cantor Fitzgerald, L.P.

(incorporated by reference to Exhibit 10.1 to BGC Partners, Inc.’s Current Report on Form 8-K filed with the SEC on November 16, 2022)

21.1 List of subsidiaries of BGC Group , Inc.

23.1 Consent of Ernst & Young LLP

2 unchanged sentences

32.1 Certification by the Chief Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101 The following materials from BGC Partners’ Annual Report on Form 10-K for the period ended December 31, 2022 are formatted in inline eXtensible Business Reporting Language (iXBRL):

BGC Group, Inc.

Compensation Recovery Policy

101 The following materials from BGC Group, Inc.’s Annual Report on Form 10-K for the period ended December 31, 2023 are formatted in inline eXtensible Business Reporting Language (iXBRL):

(i) the Consolidated Statements of Financial Condition, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive Income (Loss), (iv) the Consolidated Statements of Cash Flows, (v) the Consolidated Statements of Changes in Equity, (vi) Notes to the Consolidated Financial Statements, and (vii) Schedule I, Parent Company Only Financial Statements.

3 unchanged sentences

Not Applicable

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K for the fiscal year ended December 31, 2022 to be signed on its behalf by the undersigned, thereunto duly authorized, on the 1st day of March, 2023.

BGC Partners, Inc.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10‑K for the fiscal year ended December 31, 2023 to be signed on its behalf by the undersigned, thereunto duly authorized, on the 29th day of February, 2024.

BGC Group, Inc.

/S/ HOWARD W.

Chairman of the Board and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the registrant, BGC Partners, Inc., in the capacities and on the date indicated.

Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10‑K has been signed below by the following persons on behalf of the registrant, BGC Group, Inc., in the capacities and on the date indicated.

Signature Capacity in Which Signed Date

/S/ HOWARD W.

LUTNICK Chairman of the Board and Chief Executive Officer March 1, 2023

LUTNICK Chairman of the Board and Chief Executive Officer February 29, 2024

Lutnick (Principal Executive Officer)

HAUF Chief Financial Officer March 1, 2023

HAUF Chief Financial Officer February 29, 2024

Hauf (Principal Financial and Accounting Officer)

BELL Director March 1, 2023

/S/ MARTIN LAGUERRE Director March 1, 2023

Martin Laguerre

RICHARDS Director March 1, 2023

BELL Director February 29, 2024

/S/ WILLIAM D.

Director February 29, 2024

RICHARDS Director February 29, 2024

/S/ ARTHUR U.

MBANEFO Director March 1, 2023

[Signature page to the Annual Report on Form 10-K for the period ended December 31, 2022 dated March 1, 2023.]

BGC PARTNERS, INC.

MBANEFO Director February 29, 2024

[Signature page to the Annual Report on Form 10‑K for the period ended December 31, 2023 dated February 29, 2024.]

BGC GROUP, INC.

(Parent Company Only)

16 unchanged sentences

See accompanying Notes to Financial Statements.

BGC PARTNERS, INC.

BGC GROUP, INC.

(Parent Company Only)

1 unchanged sentence

(in thousands, except per share data)

Year Ended December 31,

2022 2021 2020

Successor Predecessor

Six Months Ended December 31, 2023 Six Months Ended June 30, 2023 Year Ended December 31, 2022 Year Ended December 31, 2021

Other revenues $ 394 $ 797 $ 263 $ 552

9 unchanged sentences

Basic earnings (loss) per share

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

Net income attributable to common stockholders

$ 34,796 $ ( 726 ) $ 48,712 $ 124,007

Basic earnings (loss) per share $ 0.08 $ 0.00 $ 0.13 $ 0.33

5 unchanged sentences

See accompanying Notes to Financial Statements.

BGC PARTNERS, INC.

BGC GROUP, INC.

(Parent Company Only)

1 unchanged sentence

(in thousands)

Year Ended December 31,

2022 2021 2020

Successor Predecessor

Six Months Ended December 31, 2023 Six Months Ended June 30, 2023 Year Ended December 31, 2022 Year Ended December 31, 2021

Net income available to common stockholders $ 36,991 $ ( 726 ) $ 48,712 $ 124,007

5 unchanged sentences

See accompanying Notes to Financial Statements.

BGC PARTNERS, INC.

BGC GROUP, INC.

(Parent Company Only)

1 unchanged sentence

(in thousands)

Year Ended December 31,

2022 2021 2020

Successor Predecessor

Six Months Ended December 31, 2023 Six Months Ended June 30, 2023 Year Ended December 31, 2022 Year Ended December 31, 2021

CASH FLOWS FROM OPERATING ACTIVITIES:

7 unchanged sentences

Receivables from related parties ( 12,744 ) 253 878 ( 7,280 )

Note receivable from related party ( 2,801 ) 251,312 ( 187,069 )

Notes receivable from related party

( 1,124,589 ) ( 348,040 ) ( 2,801 ) 251,312

Other assets ( 87,613 ) 3,836 ( 1,052 ) 1,769

8 unchanged sentences

Issuance of senior notes, net of deferred issuance costs 884,781 346,579 — —

Redemption of equity awards

( 155 ) ( 1,043 ) — —

Repayments of senior notes — — — ( 256,032 )

2 unchanged sentences

Distributions from subsidiaries — 47,861 89,234 70,602

Proceeds from offering of Class A common stock, net 90 72 2,516

Proceeds from dividend reinvestment plan

Net cash provided by financing activities 1,047,606 339,442 ( 29,423 ) ( 565,854 )

Net increase (decrease) in cash and cash equivalents

29 ( 32 ) 18 7

Cash and cash equivalents at beginning of period — 49 31 24

9 unchanged sentences

See accompanying Notes to Financial Statements.

BGC PARTNERS, INC.

BGC GROUP, INC.

(Parent Company Only)

1 unchanged sentence

Organization and Basis of Presentation

The accompanying Parent Company Only Financial Statements of BGC Partners should be read in conjunction with the Consolidated Financial Statements of BGC Partners and subsidiaries and the notes thereto.

On July 1, 2023, the Company completed its Corporate Conversion to a Full C-Corporation in order to reorganize and simplify its organizational structure.

As a result of the Corporate Conversion, BGC Group, Inc.(Successor) became the public holding company for, and successor to, BGC Partners (Predecessor), and its Class A common stock began trading on Nasdaq, in place of BGC Partners’ Class A common stock, under the ticker symbol “BGC.” The accompanying Parent Company Only Financial Statements of BGC Group, Inc.

should be read in conjunction with the Consolidated Financial Statements of BGC Group, Inc.

and subsidiaries and the notes thereto.

For the year ended December 31, 2023, the Company declared and paid cash dividends of $ 0.04 per share to BGC Class A and Class B common stockholders.

For the year ended December 31, 2021 and 2020, the comparable cash dividend amounts were $ 0.04 per share and $ 0.17 per share, respectively.

For both years ended December 31, 2022 and 2021, the comparable cash dividend amounts were $ 0.04 per share.

Commitments, Contingencies and Guarantees

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 is guaranteed by the Parent Company and 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 is guaranteed by the Parent Company and 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.

This arrangement was guaranteed by the Parent Company and incurred interest at a fixed rate of 3.77 % and matured on April 8, 2023, at which point the loan was repaid in full;

therefore, there were no borrowings as of 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, 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 is guaranteed by the Parent Company and 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.

This arrangement was guaranteed by the Parent Company and incurred interest at a fixed rate of 3.89 % and matured on April 19, 2023, at which point the loan was repaid in full;

therefore, there were no borrowings as of December 31, 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.

Notes Payable and Other Borrowings

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 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 November 1, 2021, the Company repaid in full the $ 300.0 million borrowings outstanding under the Revolving Credit Agreement.

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

The average interest rate on the outstanding borrowings was 0.00 % and 2.09 % for the years ended December 31, 2022 and 2021, respectively.

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.

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.

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, $ 25.5 million and $ 25.5 million for the years ended December 31, 2022, 2021 and 2020, respectively.

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 will be 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, $ 12.1 million and $ 12.1 million for the years ended December 31, 2022, 2021 and 2020, respectively.

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 will be 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.

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 9A. Controls and Procedures