What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2025-03-03 compared with 2024-02-29 · 222 added, 247 removed, 501 unchanged (48% of the section changed)

4 unchanged sentences

and its consolidated subsidiaries.

We are 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, we provide 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.

We are a leading global marketplace, data, and financial technology company that 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, we provide brokerage services across foreign exchange, energy, commodities, shipping, equities, and futures and options.

Our business also provides network and connectivity solutions, market data and related information services, and post-trade services.

Our integrated platform is designed to provide flexibility to customers with regard to price discovery, trade execution and transaction processing, as well as accessing liquidity through our platforms, for transactions executed either OTC or through an exchange.

Through our Fenics® group of electronic brands, we offer 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.

Through our electronic brands, we offer several trade execution, market infrastructure and connectivity services, as well as post-trade services.

Our clients include many of the world’s largest banks, broker-dealers, trading firms, hedge funds, governments, corporations, investment firms, commodity trading firms and end users, such as producers and consumers.

As of December 31, 2024, we had 2,161 brokers, salespeople, managers, technology professionals and other front-office personnel across our businesses.

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.

Our business originated from Cantor, one of the oldest and most established inter-dealer and wholesale brokerage franchises in the financial intermediary industry.

4 unchanged sentences

Prior to the events of September 11, 2001, our financial brokerage business was widely recognized as one of the leading full-service wholesale financial brokers in the world, with a rich history of developing innovative technological and financial solutions.

After September 11, 2001, and the loss of the majority of our U.S.

-based employees, our Voice financial brokerage business operated primarily in Europe.

After September 11, 2001, and the loss of the majority of our U.S.-based employees, our Voice financial brokerage business operated primarily in Europe.

In August 2004, Cantor announced the reorganization and separation of its inter-dealer Voice and Hybrid brokerage businesses into a subsidiary called “BGC,” in honor of B.

5 unchanged sentences

We also acquired the Futures Exchange Group from Cantor in July 2021, which represents our futures exchange and related clearinghouse.

We have substantially rebuilt our U.S.

We have rebuilt our U.S.

presence and have continued to expand our global footprint through the acquisition and integration of established brokerage companies and the hiring of experienced brokers.

Through these actions, we have been able to expand our presence in key markets and position our business for sustained growth.

Since 2015, our acquisitions have included GFI, Sunrise Brokers, Poten & Partners, Ginga Petroleum, the Futures Exchange Group, Trident, Open Energy Group and ContiCap SA.

Since the founding of eSpeed, we have continued to pioneer advances in electronic trading across the wholesale capital markets.

Since 2015, our acquisitions have included GFI, Sunrise Brokers, Poten & Partners, Ginga Petroleum, the Futures Exchange Group, Trident, ContiCap, and Sage.

Since the founding of eSpeed, we have continued to pioneer advances in electronic trading, market data, network and post-trade services across the wholesale capital markets.

Fenics, BGC’s higher-margin technology-driven business, has grown significantly, supported by our investment in new trading technologies and platforms, as well as from trends of proliferating electronic execution across the capital markets and the demand for data services.

Fenics is the foundation for our Fully Electronic and associated Hybrid transactions across all asset classes.

For the purposes of this document and subsequent SEC filings, all of our Fully Electronic businesses may be collectively referred to as “Fenics.” Fenics’ offerings include Fully Electronic financial brokerage products and services, as well as offerings in data, network, and post-trade services across the Company.

We currently operate electronic marketplaces in multiple financial markets through Fenics and multi-asset Hybrid platforms for Voice and Fully Electronic execution.

We also operate a number of newer standalone, Fully Electronic platforms such as Fenics UST, Fenics FX, Fenics GO, and PortfolioMatch, among others.

Fenics’ offerings include Fully Electronic brokerage products and services, as well as offerings in data, network and post-trade services across the Company.

Our Fully Electronic standalone platforms include FMX UST, FMX FX, PortfolioMatch, and Fenics GO, among others.

Going forward, we expect Fenics to become an even more valuable part of BGC as it continues to grow.

On November 3, 2021, we announced FMX, which will combine Fenics’ U.S.

On November 3, 2021, we announced FMX, which combined Fenics’ U.S.

Treasury business with a state-of-the-art U.S.

2 unchanged sentences

Treasury and SOFR futures.

We intend to launch the FMX Futures Exchange in the summer of 2024 and we plan to discuss our strategic partners and further details on, or before, our first quarter 2024 earnings call.

On April 25, 2024, we announced that Bank of America, Barclays, Citi, Goldman Sachs, J.P.

Morgan, Jump Trading Group, Morgan Stanley, Tower Research Capital, and Wells Fargo became minority equity owners of FMX and collectively invested $171.7 million in exchange for a 25.75% ownership interest at a post-money equity valuation of $666.7 million.

The FMX Equity Partners received an additional 10.3% of equity ownership subject to driving trading volumes and meeting certain volume targets across the FMX ecosystem.

On September 23, 2024, FMX Futures Exchange launched the trading of SOFR futures, the largest notional futures contract in the world.

Corporate Conversion

On July 1, 2023, BGC Partners completed its conversion to a Full C-Corporation in order to reorganize and simplify its organizational structure.

On July 1, 2023, BGC Partners completed its conversion from an Umbrella Partnership C-Corporation to a Full C-Corporation in order to reorganize and simplify its organizational structure.

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

7 unchanged sentences

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

In connection with the Corporate Conversion, on July 1, 2023, the BGC Holdings Limited Partnership Agreement was terminated.

There were no limited partnership units of BGC Holdings remaining after the Corporate Conversion was completed.

Please refer to “Our Organizational Structure” for diagrams of the Company’s organizational structure before and after the Corporate Conversion, as well as “Management’s Discussion and Analysis of Financial Condition and Results of Operation—Overview and Business Overview—Corporate Conversion” for more information regarding the Corporate Conversion.

Please refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operation—Overview and Business Overview—Corporate Conversion” for more information regarding the Corporate Conversion.

Recent Board of Directors and Executive Officers Changes

On February 18, 2025, Howard W.

Lutnick was confirmed by the United States Senate as the 41st Secretary of Commerce.

Following his confirmation, on February 18, 2025, Mr.

Howard Lutnick stepped down as Chairman of the Board and Chief Executive Officer of the Company.

On February 18, 2025, the Company appointed Brandon Lutnick, son of Mr.

Howard Lutnick, to serve as a member of the Board.

Additionally, on February 18, 2025, the Company appointed Mr.

Merkel to serve as a member of the Board and as Chairman of the Board.

On February 18, 2025, the Company appointed John A.

Abularrage, JP Aubin, and Sean A.

Windeatt as Co-Chief Executive Officers of the Company and as the Principal Executive Officers of the Company.

Howard Lutnick has agreed to divest his interests in BGC to comply with U.S.

government ethics rules, which is expected to occur within 90 days following his confirmation, and does not expect any arrangement which involves selling shares on the open market.

Recent Developments

On March 18, 2024, the Company joined the S&P SmallCap 600 Index.

The S&P SmallCap 600 is designed to track the performance of the small-cap sector of the U.S.

stock market.

Overview of Our Products and Services

1 unchanged sentence

While Voice and Hybrid brokerage revenues still represent the majority of BGC’s overall revenues, we continue to convert our Voice and Hybrid brokerage business to our higher margin, technology-driven Fenics business, which has grown to represent 25% of total BGC revenues during the fourth quarter and the year ended 2024.

Over the past several years, we have invested in, and developed, new state-of-the-art trading platforms, including Fenics UST, Fenics FX, Fenics GO, and PortfolioMatch, across Rates, FX, Equities, and Credit, respectively.

We have also invested in, and deployed, trading technology solutions across our entire business, including our Voice and Hybrid brokerage desks, with an aim to increase our average broker productivity and to accelerate trends of electronic conversion.

Over the past several years, we have invested in, and developed, new state-of-the-art trading platforms, including FMX UST, FMX FX, FMX Futures Exchange, PortfolioMatch, and Fenics GO, across Rates, FX, Equities, and Credit, respectively.

We have also invested in, and deployed, trading technology solutions across our entire business, including our Voice and Hybrid brokerage desks, with an aim to increase our broker productivity and to accelerate trends of electronic conversion.

Underpinning our efforts to automate and electronify our overall brokerage business are macro trends across the capital markets, where the adoption of electronic trading has accelerated in recent years.

3 unchanged sentences

Desks are categorized as “Fenics Integrated” if they utilize sufficient levels of technology such that significant amounts of their transactions can be or are executed without broker intervention and have expected pre-tax margins of at least 25%.

• Fenics Growth Platforms includes Fenics UST, Fenics GO, Lucera, Fenics FX, PortfolioMatch and our other newer standalone platforms.

• Fenics Growth Platforms includes FMX UST, FMX FX, FMX Futures Exchange, Lucera, PortfolioMatch, Fenics GO, and our other newer standalone platforms.

Revenues generated from data, network and post-trade attributable to Fenics Growth Platforms are included within their related businesses.

We have leveraged our platforms to provide real-time product and price discovery information and straight-through processing to our customers for an increasing number of products.

We leverage our platforms to provide real-time product and price discovery information and straight-through processing to our customers for an increasing number of products.

Our end-to-end solution includes real-time and auction-based transaction processing, credit and risk management tools, and back-end processing and billing systems.

Customers can access our trading application through our privately managed global high speed data network, over the Internet, or through third-party communication networks.

FMX will provide fully electronic trading in cash treasuries, foreign exchange and interest rate futures by combining our Fenics’ U.S.

Treasury business with a state-of-the-art U.S.

Rates futures platform.

On January 22, 2024, FMX received CFTC approval to operate an exchange for U.S.

Treasury and SOFR futures.

We intend to launch the FMX Futures Exchange in the summer of 2024 and we plan to discuss our strategic partners and further details on, or before, our first quarter 2024 earnings call.

FMX provides fully electronic trading in cash treasuries, foreign exchange and U.S.

interest rate futures by combining FMX’s U.S.

Treasury business with our state-of-the-art FMX Futures Exchange.

For more information about FMX, see “Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations – Overview and Business Environment.”

Energy and Commodities Brokerage

Our Energy and Commodities business provides a comprehensive suite of transaction services across environmental and emissions products, where we are a market leader, as well as weather derivatives, liquefied natural gas and natural gas, oil, power, base metals, dry bulk products such as coal and iron ore, and soft and agricultural products.

Over the past few years, we have expanded our Energy and Commodities brokerage business through strategic acquisitions and hires and organic growth, with a key focus on clean energy and transition fuels.

These acquisitions include Ginga Petroleum, which we acquired in March 2019.

Ginga Petroleum complemented our existing energy brokerage businesses within BGC, GFI, and Poten & Partners.

Ginga Petroleum provides a comprehensive range of brokerage services for physical and derivative energy products including naphtha, liquefied petroleum gas, fuel oil, biofuels, middle distillates, petrochemicals and gasoline.

ECS Brokerage

We provide brokerage services for most widely traded energy and commodities products, including futures and OTC products covering refined and crude oil, power and electricity, natural gas, liquefied natural gas, environmental and emissions products, weather derivatives, base metals, coal and soft commodities.

We also provide brokerage services associated with the shipping of certain energy and commodities products.

Over the past few years, we have expanded our ECS business through strategic acquisitions, hires, and organic growth.

In March 2019, we acquired Ginga Petroleum, which provides a comprehensive range of brokerage services for physical and derivative energy products including naphtha, liquefied petroleum gas, fuel oil, biofuels, middle distillates, petrochemicals and gasoline.

In November 2019, we expanded our shipping brokerage services through our acquisition of Poten & Partners, a leading shipping brokerage, consulting and business intelligence firm specializing in liquefied natural gas, tanker and liquefied petroleum gas markets.

Founded over 80 years ago and with 160 employees worldwide, Poten & Partners provides its clients with valuable insight into the international oil, gas and shipping markets.

In February 2023, we acquired Trident, which specializes in environmental products and OTC and exchange traded energy products.

2 unchanged sentences

The Weather Derivatives business helps market participants analyze climate-related risks and mitigate their financial exposure.

We are providing liquidity to these increasingly important markets as the role of weather and

climate change impacts the way risk is managed.

We are providing liquidity to these increasingly important markets as the role of weather and climate change impacts the way risk is managed.

The launch of this business highlights BGC’s commitment to expand and explore new opportunities across the global energy and commodities space.

We also offer ship brokerage services through Poten & Partners, which we acquired in November 2018.

Poten & Partners is a leading ship brokerage, consulting and business intelligence firm specializing in LNG, tanker and LPG markets.

Founded over 80 years ago and with 170 employees worldwide, Poten & Partners provides its clients with valuable insight into the international oil, gas and shipping markets.

In October 2024, we acquired Sage, an energy and environmental brokerage firm, and announced we entered into a definitive agreement to acquire OTC Global, the largest global independent institutional energy and commodities brokerage firm.

Brokerage Categories

5 unchanged sentences

Foreign Exchange Options, Spot FX, FX Forward, Non-Deliverable Forwards, Precious Metals

Energy and Commodities

Environmental/Emission Products, Weather Derivatives, Energy & Petrochemical Consulting, Ship Brokerage, Power, Liquefied Natural Gas, Natural Gas, Base Metals, Dry Bulk (Coal & Iron Ore), Oil, Soft & Agricultural Products

Environmental/Emission Products, Weather Derivatives, Energy & Petrochemical Consulting, Shipping Brokerage, Power, Liquefied Natural Gas, Natural Gas, Base Metals, Dry Bulk (Coal & Iron Ore), Oil, Soft & Agricultural Products

OTC Equity Derivatives, Listed Equity Futures & Options, Delta One Product, Convertibles, Cash Equities

1 unchanged sentence

CF&Co is a member of FINRA and the FICC, a subsidiary of the DTCC.

In addition, certain affiliated entities are subject to regulation by the CFTC, including CF&Co and BGC Financial.

For certain products, we, CF&Co, BGC Financial and other affiliates act in a matched principal or principal capacity in markets by posting and/or acting upon quotes for our account.

Such activity is intended, among other things, to assist us, CF&Co and other affiliates in managing proprietary positions (including, but not limited to, those established as a result of combination of trades and errors), facilitating transactions, framing markets, adding liquidity, increasing commissions and attracting order flow.

In addition, certain affiliated entities are subject to regulation by the CFTC, including CF&Co and BGCF.

For certain products, we, BGCF and other affiliates act in a matched principal or principal capacity in markets by posting and/or acting upon quotes for our account.

Such activity is intended, among other things, to assist us and other affiliates in managing proprietary positions (including, but not limited to, those established as a result of combination of trades and errors), facilitating transactions, framing markets, adding liquidity, increasing commissions and attracting order flow.

Technology Offerings

Our data, network and post-trade offerings provide a range of trade lifecycle services which include market data and analytics services, infrastructure and connectivity solutions, and post-trade services, such as trade compression, risk mitigation, matching, initial margin optimization, and other data, network and post-trade optimization services.

Our data, network and post-trade offerings provide a range of trade lifecycle services which include market data and analytics services, infrastructure and connectivity solutions, and post-trade services, such as risk mitigation, matching, and other data, network and post-trade optimization services.

These businesses have highly recurring and compounding revenue bases, which are reported within our Fenics business.

We have invested in the growth of our Fenics businesses, which continue to scale and represent record levels of BGC’s overall revenue.

Fenics Market Data™ is a supplier of real-time, tradable, indicative, end-of-day and historical market data.

5 unchanged sentences

As part of our network business, our Lucera® brand delivers high-performance technology solutions designed to be secure and scalable and to power demanding financial applications across several offerings:

LumeFX® (distributed FX

platform with managed infrastructure and software stack), LumeMarkets™ (multi-asset class aggregation platform), Connect™ (global SDN for rapid provisioning of connectivity to counter-parties), and Compute™ (on-demand, co-located compute services in key financial data centers).

LumeFX® (distributed FX platform with managed infrastructure and software stack), LumeMarkets™ (multi-asset class aggregation platform), Connect™ (global SDN for rapid provisioning of connectivity to counter-parties), and Compute™ (on-demand, co-located compute services in key financial data centers).

Through kACE 2 , our analytics brand, we offer derivative price discovery, pricing analysis, risk management and trading software used by approximately 227 client sites in over 23 countries.

1 unchanged sentence

Our Gateway module links our client base with their counterparties, trading venues and regulators, and provides automated order flow, straight through processing, data distribution and regulatory reporting.

Our post-trade services include post-trade risk mitigation services provided using our Capitalab® brand.

Capitalab provides compression, matching and optimization services that are designed to bring greater capital and operational efficiency to the global derivatives market.

Capitalab assists clients in managing the growing cost of holding derivatives, while helping them to meet their regulatory mandates and promote sustainable growth and lower systemic risk and to improve resiliency in the industry.

Our post-trade services include post-trade risk mitigation services that are designed to bring greater capital and operational efficiency to the global derivatives market.

Our post-trade services assist clients in managing the growing cost of holding derivatives, while helping them to meet their regulatory mandates and promote sustainable growth and lower systemic risk and to improve resiliency in the industry.

Industry Recognition

2 unchanged sentences

• Fenics Market Data named Americas Data and Analytics Vendor of the Year at the GlobalCapital Americas Derivatives Awards 2024

• Fenics Market Data named Best Market Data Provider at FX Markets e-FX Awards 2023

• Fenics Market Data named Best Market Data Provider at WatersTechnology Inside Market Data & Inside Reference Data Awards 2023

• Fenics Market Data named Best Provider of Broker Market Data at TradingTech Insight Awards – USA (A-Team) 2023 and TradingTech Insight Awards – Europe (A-Team) 2023

• Capitalab named Americas Optimisation Service of the Year at the GlobalCapital Americas Derivatives Awards 2023

• Fenics Market Data named Best Provider of Broker Market Data at the TradingTech Insight Awards Europe and USA 2024 for the second consecutive year

• Fenics Market Data named Best Market Data Provider (Broker) at the Inside Market Data & Inside Reference Data Awards 2024 for the third year in a row

• Fenics Market Data named Best Market Data Provider at the FX Markets Asia Awards 2024

• Fenics GO named OTC Trading Venue of the Year at the GlobalCapital Americas Derivatives Awards 2024

• Fenics GO named OTC Trading Venue of the Year at the Global and Americas Derivatives Awards 2024

• BGC Group named OTC Trading Venue of the Year at the GlobalCapital Americas Derivatives Awards 2024

• BGC Group named Interdealer Broker of the Year Europe and Asia at Global and Americas Derivatives Awards 2024

Customers and Clients

We primarily serve the wholesale financial and energy and commodity markets, with clients including many of the world’s largest banks, brokerage houses, investment firms, hedge funds, and investment banks.

We primarily serve the wholesale financial and energy, commodity, and shipping markets, with clients including many of the world’s largest banks, brokerage houses, investment firms, hedge funds, investment banks, commodity trading firms and end users, such as producers and consumers.

Customers using our products and services also include professional trading firms, futures commission merchants, and other professional market participants and financial institutions.

Our market data products and services are available through many platforms and are available to a wide variety of capital market participants, including banks, investment banks, brokerage firms, asset managers, hedge funds, investment analysts, compliance and surveillance professionals and financial advisors.

We also license our intellectual property portfolio and offerings to various financial markets participants.

Our market data products and services are available through many platforms and are available to a wide variety of capital market participants, including banks, brokerage firms, asset managers, hedge funds, investment analysts, compliance and surveillance professionals and financial advisors.

For the year ended December 31, 2024, our top ten customers, collectively, accounted for approximately 27.1% of our total revenue on a consolidated basis, and our largest customer accounted for approximately 4.8% of our total revenue on a consolidated basis.

4 unchanged sentences

Our brokerage product team is composed of product managers who are each responsible for a specific part of our brokerage business.

The product managers seek to ensure that our brokers, across all regions, have access to technical expertise, support and multiple execution methods in order to grow and market their business.

This approach of combining marketing with our product and service strategy has enabled us to turn innovative ideas into both Fully Electronic and Hybrid deliverable solutions.

The product managers seek to ensure that our brokers, across all regions, have access to technical expertise, support and multiple execution methods to grow and market their business.

Our team of business development professionals is responsible for growing our global footprint through raising awareness of our products and services.

The business development team markets our products and services to new and existing

The business development team markets our products and services to new and existing customers.

As part of this process, they analyze existing levels of business with these entities in order to identify potential areas of growth and also to cross-sell our multiple offerings.

6 unchanged sentences

We utilize sophisticated proprietary electronic trading platforms to provide execution and market data services to our customers.

The services are available through our proprietary API, FIX and a multi-asset proprietary trading platforms, operating under brands including BGC Trader™, CreditMatch®, Fenics®, FMX™ GFI ForexMatch®, BGCForex™, BGCCredit™, BGCRates™, FenicsFX™, FenicsUST™, FenicsDirect™, Fenics GO™, MidFX, GBX™, and Fenics Invitations™.

These platforms presently support a wide and constantly expanding range of products and services, which include U.S.

The services are available through our proprietary API, FIX and a multi-asset proprietary trading platforms, operating under brands including BGC Trader™, CreditMatch®, Fenics®, FMX™, GFI ForexMatch®, BGCForex™, BGCCredit™, BGCRates™, FMX FX™, FMX UST™, FMX NDF™, FMX Repo™, FenicsDirect™, Fenics GO®, MidFX™, and GBX®.

These platforms support a wide and constantly expanding range of products and services, which include U.S.

Treasuries and other government bonds, Repos, OTC interest rate derivatives in multiple currencies, spot FX, NDFs, FX options, corporate bonds, credit derivatives and other products.

7 unchanged sentences

In addition to our own system, confirmation and trade processing is also available through third-party hubs, including MarkitWIRE, ICElink, Reuters RTNS, and STP in FIX for various banks.

We have electronic connections to most mainstream clearinghouses, including DTCC, CLS Group, Euroclear, Clearstream, Monte Titoli, LCH.Clearnet, Eurex Clearing, CME Clearing and the OCC.

We have electronic connections to most mainstream clearinghouses, including DTCC, CLS Group, Euroclear, Clearstream, Monte Titoli, LCH, Eurex Clearing, CME Clearing and the OCC.

As more products become centrally cleared, and as our customers request that we use a particular venue, we expect to expand the number of clearinghouses to which we connect in the future.

10 unchanged sentences

Our Intellectual Property

We regard our technology and intellectual property rights, including our brands, as a critical part of our business.

We regard our technology and intellectual property rights as a critical part of our business.

We hold various trademarks, trade dress and trade names and rely on a combination of patent, copyright, trademark, service mark and trade secret laws, as well as contractual restrictions, to establish and protect our intellectual property rights.

numerous domain names and have registered numerous trademarks and/or service marks in the United States and foreign countries.

We own numerous domain names and have registered numerous trademarks and/or service marks in the United States and foreign countries.

Our trademark registrations must be renewed periodically, and, in most jurisdictions, every 10 years.

2 unchanged sentences

We also have agreements to license technology that may be covered by several pending and/or issued U.S.

patent applications relating to various aspects of our electronic trading systems, including both functional and design aspects.

patent applications, including relating to various aspects of our electronic trading systems, both functional and design aspects.

We have filed a number of patent applications to further protect our proprietary technology and innovations and have received patents for some of those applications.

2 unchanged sentences

We encounter competition in all aspects of our business.

Our existing and potential competitors include other wholesale financial brokerage and inter-dealer brokerage firms, multi-dealer trading companies, financial technology companies, market data and information vendors, securities and futures exchanges, electronic communications networks, crossing systems, software companies, financial trading consortia, shipping brokers, business-to-business marketplace infrastructure companies, as well as niche market energy and other Internet-based commodity trading systems.

We compete primarily with other inter-dealer or wholesale financial brokers for market share, brokers, salespeople and suitable acquisition candidates.

Our existing and potential competitors include other wholesale financial brokerage and inter-dealer brokerage firms, energy, commodity and shipping brokerage firms, multi-dealer trading companies, financial technology companies, market data and information vendors, securities and futures exchanges, electronic communications networks, crossing systems, software companies, financial trading consortia, as well as business-to-business marketplace infrastructure companies.

We compete primarily with other inter-dealer or wholesale financial brokers and energy, commodity and shipping brokers for market share, brokers, salespeople and suitable acquisition candidates.

Inter-Dealer and Wholesale Financial Brokers

We primarily compete with two publicly traded, diversified inter-dealer and wholesale financial brokers, TP ICAP and Tradition.

Other competitors include Dealerweb, an inter-dealer and wholesale financial brokerage business within Tradeweb, XP Inc.’s fixed income and FX inter-dealer brokerage business, and a number of private firms that tend to specialize in specific product areas or geographies, such as Marex Spectron Group Limited, which focuses on energy and commodities.

Other competitors include Dealerweb, an inter-dealer and wholesale financial brokerage business within Tradeweb, Marex Group, which focuses on energy and commodities brokerage, and a number of private firms that tend to specialize in specific product areas or geographies.

Demand for wholesale brokerage services is directly affected by the overall level of economic activity, international and domestic economic and political conditions, including central bank policies, broad trends in business and finance, including employment levels, the level and volatility of interest rates, changes in and uncertainty regarding tax laws and substantial fluctuations in the volume and price levels of securities transactions.

8 unchanged sentences

Our network solutions business helps aggregate liquidity and connect counterparties across these marketplaces.

We compete with other market infrastructure and connectivity providers, such as Pico, ION Group and Bloomberg, which recently acquired Broadway Technology in this space.

Our post-trade services that offer derivative compression, matching and optimization services operate in an industry which has benefited from increased regulatory requirements.

Competition in this space includes OSSTRA, a joint venture between CME Group Inc.

and IHS Markit Ltd, Parameta Solutions, TP ICAP’s data and analytics business, and Quantile owned by LSEG and Capitolis.

We compete with other market infrastructure and connectivity providers, such as Pico, ION Group and Bloomberg.

Exchanges and Other Trading Platforms

Although our business will often use exchanges to execute transactions brokered in both listed and OTC markets, we believe that exchanges have sought and will seek to migrate products traditionally traded in OTC markets by inter-dealer and wholesale financial brokers to exchanges.

Although our business will often use exchanges to execute and clear transactions brokered in both listed and OTC markets, we believe that exchanges have sought and will seek to migrate products traditionally traded in OTC markets by inter-dealer and wholesale financial brokers to exchanges.

However, we believe that when a product goes from OTC to exchange-traded, the underlying or related OTC market often continues to experience growth in line with the growth of the exchange-traded contract.

2 unchanged sentences

We also compete with CME across U.S.

interest rates products, including our expected launch of an exchange for U.S.

Rates futures in 2024, as well as in foreign exchange products.

interest rates products, including our FMX UST platform and FMX Futures Exchange as well as in foreign exchange products.

We believe that it is likely ICE, CME, or other exchange operators may seek to compete with us in the future by acquiring other such brokers, by creating listed products designed to mimic OTC products, or through other means.

4 unchanged sentences

For example, CME’s wholesale businesses for fully electronic trading of U.S.

Treasuries and spot foreign exchange both began as dealer-owned consortia before being acquired by ICAP plc.

Treasuries and spot foreign exchange both began as dealer-owned consortia before being acquired by ICAP.

An example of a current and similar consortium is Tradeweb.

Several large banks continue to hold public equity stakes in Tradeweb.

LSEG Data & Analytics, is Tradeweb’s single largest shareholder.

LSEG is Tradeweb’s single largest shareholder.

Although Tradeweb operates primarily as a dealer to customer platform, some of its offerings include a voice and electronic inter-dealer platform.

1 unchanged sentence

fixed income electronic trading platform, formerly known as eSpeed.

In 2013, BGC sold the eSpeed platform to Nasdaq, and subsequently launched a competing platform, Fenics UST.

In 2013, BGC sold the eSpeed platform to Nasdaq, and subsequently launched a competing platform, FMX UST.

In addition, certain investment management firms that traditionally deal with banks and broker-dealers have expressed a desire to have direct access to certain parts of the wholesale financial markets via firms such as ours.

18 unchanged sentences

broker-dealer subsidiaries, the principal self-regulatory organization is FINRA.

FINRA was formed from the consolidation of the NASD’s member regulation operations and the regulatory arm of the NYSE Group to act as the self-regulatory organization for all broker-dealers doing business within the United States.

FINRA was formed from the consolidation of the National Association of Securities Dealers’ member regulation operations and the regulatory arm of the NYSE Group to act as the self-regulatory organization for all broker-dealers doing business within the United States.

Accordingly, our U.S.

9 unchanged sentences

The law also requires that standardized OTC derivatives be traded in an open and non-exclusionary manner on a DCM or a SEF.

BGC Derivative Markets and GFI Swaps Exchange, our subsidiaries, operate as SEFs.

BGC Derivative Markets and GFI Swaps Exchange LLC, our subsidiaries, operate as SEFs.

Mandatory Dodd-Frank Act compliant execution on SEFs by eligible U.S.

3 unchanged sentences

These execution facilities may be supported by a variety of Voice and auction-based execution methodologies, and our Hybrid and Fully Electronic trading capability have performed strongly in this regulatory environment.

On June 25, 2020, the CFTC approved a final rule prohibiting post-trade name give-up for swaps executed, prearranged or prenegotiated anonymously on or pursuant to the rules of a SEF and intended to be cleared.

On June 25, 2020, the CFTC approved a final rule prohibiting post-trade name give-up for swaps executed, prearranged or pre-negotiated anonymously on or pursuant to the rules of a SEF and intended to be cleared.

The rule provides exemptions for package transactions that include a component transaction that is not a swap that is intended to be cleared.

2 unchanged sentences

The SEC rules regarding the over-the-counter derivatives market seek to harmonize as closely as practicable with parallel rules of the CFTC that govern SEFs and swap execution generally.

Among other things, Regulation SE under the Exchange Act made changes to implement the Exchange Act’s trade execution requirement for security-based swaps

and address the cross-border application of that requirement;

Among other things, Regulation SE under the Exchange Act made changes to implement the Exchange Act’s trade execution requirement for security-based swaps and address the cross-border application of that requirement;

implement Section 765 of the Dodd-Frank Act to mitigate conflicts of interest at SBSEFs and national securities exchanges that trade security-based swaps;

1 unchanged sentence

Any entity that meets the definition of a SBSEF must file an application to register with the SEC within 180 days of the effective date of February 13, 2024.

In August 2024, GFI Swaps Exchange LLC submitted an application to the SEC to become an SEC registered SEF.

On January 29, 2025 the SEC approved GFI Swaps Exchange LLC’s application to be an SEC registered SEF which will be effective on February 28, 2025.

In addition, on behalf of a number of our foreign platforms, we have requested an exemption from registration as an SEC SEF.

The exemptive relief is pending approval by the SEC.

The SEC also adopted final rules on December 13, 2023 regarding central clearing of certain secondary market repurchase and reverse repurchase transactions and secondary market purchase and sale transactions involving U.S.

2 unchanged sentences

The full impact of this change, and what effect it will have, whether positive or negative, on our industry, our clients or us is unknown at this time.

On February 6, 2024, the SEC adopted Exchange Act Rules 3a5-4 and 3a44-2, which expanded the definitions of “dealer” and “government securities dealer” under the Exchange Act to cover additional market participants engaged in liquidity-providing activities.

The final rules were published in the Federal Register on February 29, 2024, and were effective as of April 29, 2024 with a compliance deadline one year later on April 29, 2025.

These rules provide a new standard for determining what it means for a person’s securities activities to be conducted “as a part of a regular business” within the definitions of “dealer” and “government securities dealer,” essentially capturing market participants who regularly express trading interest on both sides of the market and earn revenue primarily from bid-ask spreads.

This new standard requires such market participants to register as dealers if they meet the criteria.

This may have an impact on some of our clients;

however, it is not expected to materially affect us or our operational workflows.

On October 25, 2024, the SEC adopted rule amendments and a new rule to improve the resilience and recovery and wind-down planning of covered clearing agencies.

The rule amendments establish new requirements regarding a covered clearing agency’s collection of intraday margin as well as a covered clearing agency’s reliance on substantive inputs to its risk-based margin model.

The new rule prescribes requirements for the contents of a covered clearing agency’s recovery and wind-down plan.

The full impact of this change, whether positive or negative, on our industry, our clients or us is unknown at this time.

In addition, several state laws that have recently come into effect, and may come into effect in the future, have created and will create new compliance obligations in relation to personal data.

21 unchanged sentences

Along with the implementation of EMIR reporting requirements, the REMIT Implementation Acts became effective on January 7, 2015.

The REMIT Implementing Acts developed by the European Commission define the details of reporting under REMIT, drawing up the list of reportable contracts and derivatives;

The REMIT Implementation Acts developed by the European Commission define the details of reporting under REMIT, drawing up the list of reportable contracts and derivatives;

defining details, timing and form of reporting, and establishing harmonized rules to report that information to the ACER.

7 unchanged sentences

Basel III is designed to strengthen bank capital requirements and introduces new regulatory requirements on bank liquidity and bank leverage.

The ongoing adoption of these rules could restrict the ability of our large bank and broker-dealer customers to operate proprietary trading businesses and to maintain current capital market

exposures under the present structure of their balance sheets, and will cause these entities to need to raise additional capital in order to stay active in our marketplaces.

The ongoing adoption of these rules could restrict the ability of our large bank and broker-dealer customers to operate proprietary trading businesses and to maintain current capital market exposures under the present structure of their balance sheets, and will cause these entities to need to raise additional capital in order to stay active in our marketplaces.

Meanwhile, global “Basel IV” standards are expected be adopted in the years to come.

16 unchanged sentences

See “— Brexit” below.

Over the past few years, European policymakers have launched various reviews of post-financial crisis legislation, leading to legislative updates such as EMIR Regulatory Fitness and Performance and Capital Requirements Directive V.

In May 2019, the European Securities Market Authority produced a report on proposals to further enhance the harmonization and standardization of derivatives reporting under EMIR, known as EMIR Refit.

These proposals require significant changes to the content and format of trade and transaction reporting systems across the industry.

The go-live date for these changes was April 29, 2024 for Europe and was September 30, 2024 for the U.K.

We are in compliance with the reporting enhancements.

These rules continue to alter the environment in which we operate.

We note that various internal and external factors have made the EU more rigid in its regulatory approach to non-EU countries, which could impact the ease with which the global financial system is connected.

At the end of 2024, a new European Commission took office which may, over the course of its five-year mandate, introduce new legislative proposals for the financial services sector that could change the Brexit landscape for EU and U.K.

financial firms alike.

We are unable to predict how any of these potential new laws and proposed rules and regulations in the U.S., the EU or the U.K.

will be implemented or in what form, or whether any additional or similar changes to existing statutes, rules and regulations, including the interpretation or implementation thereof or a relaxation or other amendment of existing rules and regulations, will occur in the future.

Rights in relation to an individual’s personal data in the EU and U.K.

6 unchanged sentences

While we generally believe the net impact of the rules and regulations are positive for our business, it is possible that unintended consequences of the rules and regulations may materially adversely affect us in ways yet to be determined.

The Digital Operational Resilience Act (“DORA”) became effective as of January 17, 2025.

It is an EU Regulation that establishes an information and communication technology, or ICT, risk management framework for the EU financial sector.

DORA establishes technical standards that EU financial entities must implement by January 2025 and imposes requirements relating to risk management, reporting, and information and communications technology service provider oversight.

The implementation of DORA in January 2025 represents a key delivery of the EU’s strategic initiatives and supervisors will assess compliance with DORA as part of their efforts to achieve the Union Strategic Supervisory Priorities (“USSPs”) broader strategic goals.

For the rest of 2025 and into 2026, we expect National Competent Authorities (“NCAs”) will continue to implement and monitor the focus areas outlined in the USSPs, adjusting their supervisory approaches as necessary to address emerging risks and developments.

On January 1, 2021, the U.K.

formally left the EU and U.K.-EU trade became subject to a new agreement that was concluded in December of 2020.

The exit from the EU is commonly referred to as Brexit.

Financial services fall outside of the scope of this trade agreement.

1 unchanged sentence

In March 2021, the U.K.

and EU agreed a Memorandum of Understanding on Financial Services Regulatory Cooperation which creates a structure for dialogue but does not include commitments on equivalence.

In light of ongoing uncertainties, market participants are still adjusting the way in which they conduct business between the U.K.

The impact of Brexit on the U.K.-EU flow of financial services and economies of the U.K.

and the EU member states continues to evolve.

and EU agreed on a Memorandum of Understanding on Financial Services Regulatory Cooperation which creates a structure for dialogue but does not include commitments on equivalence.

We implemented plans to ensure continuity of service in Europe and continue to have regulated offices in place in many of the major European markets.

As part of our ongoing Brexit strategy, ownership of BGC Madrid, Copenhagen and Frankfurt and GFI Paris, Madrid and Dublin branches was transferred to Aurel BGC SAS (a French-based operation and therefore based in the EU) in July 2020.

We have been generally increasing our footprint in the EU which includes the establishment of a new branch office of Aurel BGC SAS in Milan and a new office in Monaco under a new local Monaco subsidiary.

We have been generally increasing our footprint in the EU which includes the establishment of a new branch office of Aurel BGC SAS in Milan and an office in Monaco under a local Monaco subsidiary.

Regardless of these and other mitigating measures, our European headquarters and largest operations are in London, and market access risks and uncertainties have had and could continue to have a material adverse effect on our customers, counterparties, business, prospects, financial condition and results of operations.

9 unchanged sentences

Bahrain The Central Bank of Bahrain

Brazil Brazilian Securities and Exchange Commission, the Central Bank of Brazil, BM&F BOVESPA and Superintendencia de Seguors Privados

Brazil Brazilian Securities and Exchange Commission, the Central Bank of Brazil, BM&F BOVESPA and Superintendencia de Seguros Privados

Canada Ontario Securities Commission, Autorite des Marches Financiers (Quebec), Investment Industry Regulatory Organization of Canada (IIROC)

9 unchanged sentences

Ireland Central Bank of Ireland

Israel Securities Authority

Italy Commissione Nazionale Per Le Societa E La Borsa (CONSOB)

24 unchanged sentences

The SEC’s regulations limiting withdrawals of excess net capital do not preclude the payment to employees of “reasonable compensation.”

Four of our subsidiaries, BGCF, GFI Securities LLC, Fenics Execution, LLC and Mint Brokers, are registered with the SEC and are subject to the Uniform Net Capital Requirements.

Four of our subsidiaries, BGCF, GFI Securities LLC, FMX Execution, LLC and Mint Brokers, are registered with the SEC and are subject to the Uniform Net Capital Requirements.

As an FCM, Mint Brokers is also subject to CFTC minimum capital requirements.

BGCF, GFI Securities LLC, Fenics Execution, LLC, Amerex Brokers LLC and Trident Brokerage Services LLC are registered as Introducing Brokers with the NFA.

BGCF, GFI Securities LLC, FMX Execution, LLC, Amerex Brokers LLC, Sage Refined Products, Liquidity Partners, IVG Energy Ltd.

and Trident Brokerage Services LLC are registered as Introducing Brokers with the NFA.

BGCF is also a member of the FICC, which imposes capital requirements on its members.

In addition, our SEFs, BGC Derivative Markets and GFI Swaps Exchange are required to maintain financial resources to cover operating costs for at least one year, keeping at least enough cash or highly liquid securities to cover six months’ operating costs.

In addition, our SEFs, BGC Derivative Markets and GFI Swaps Exchange LLC are required to maintain financial resources to cover operating costs for at least one year, keeping at least enough cash or highly liquid securities to cover six months’ operating costs.

The Company also operates a DCM, FMX Futures Exchange, and DCO, CX Clearinghouse, L.P., through the Futures Exchange Group, which are required to maintain financial resources to cover operating costs for at least one year, keeping at least enough cash or highly liquid securities to cover six months’ operating costs.

17 unchanged sentences

in the Philippines, GFI Group (Philippines) Inc., all have net capital requirements imposed upon them by local regulators.

In addition, the LCH (LIFFE/LME) clearing organization, of which BGC Brokers L.P.

In addition, the LCH (London International Financial Futures and Options Exchange/London Metal Exchange) clearing organization, of which BGC Brokers L.P.

is a member, also imposes minimum capital requirements.

7 unchanged sentences

At our core, we are committed to our employees by providing an opportunity to participate in our success.

We believe that by cultivating a dynamic mix of people and ideas, we enrich the performance of our business, the experience of our increasingly diverse employee base and the dynamism of the communities in which we operate.

We believe that by cultivating a dynamic mix of people and ideas, we enrich the performance of our business, the experience of our employee base and the dynamism of the communities in which we operate.

We value hard work, innovation, superior client service, strong ethics and governance, equal opportunities, and philanthropy.

2 unchanged sentences

We strive to be exemplary corporate citizens and honor high ethical principles in our interactions with other businesses, our employees and the communities in which we live and work.

We take corporate social responsibility and sustainability seriously:

we want to contribute to the common good.

As of December 31, 2024, we employed approximately 4,011 employees in 27 countries spread across five continents.

12 unchanged sentences

As we continue to deepen the integration of Fenics technology solutions into our workflows, and convert more of our Voice and Hybrid businesses to our Fenics businesses, we expect our average revenue per front-office employee to continue to improve.

As of December 31, 2023, our front-office revenue-generating headcount was approximately 2,104 brokers and salespeople, managers and technology professionals, up 6.0% from 1,985 a year ago due to acquisitions and investments made to broaden our existing product offerings.

Compared to the prior year period, average revenue per front-office employee for the year ended December 31, 2023, increased by 11.4% to approximately $958,000.

As of December 31, 2024, our front-office revenue-generating headcount was approximately 2,161, up 2.7% from 2,104 a year ago due to acquisitions and investments made to broaden our existing product offerings.

Compared to the prior year period, average revenue per front-office employee for the year ended December 31, 2024, increased by 6.3% to approximately $1.0 million, an all-time record.

We constantly manage our cost-base and may engage in cost-savings initiatives and restructurings in order to improve our margins.

We invest heavily in developing our technology and new products and services in order to drive increased front-office productivity and generate higher margins, in particular with respect to our Fenics businesses.

For example, converting Voice and Hybrid trading to Fully Electronic trading generally improves our margins as automated and electronic trading allows the same number of employees to manage a greater volume of trades resulting in a decrease in the marginal cost of trading.

Our Fully Electronic business has generally grown faster than our overall business, with average front office productivity increasing by 11.4% for the year ended December 31, 2023 compared to the prior year.

We constantly manage our cost-base and may engage in cost-savings initiatives and restructurings in order to improve our margins.

As our overall business becomes more electronic, we expect our average front office productivity to increase as technology is leveraged across the business.

Human Capital and Social Policies and Practices

We are committed to our people, our stockholders and the community as a whole.

We have a variety of programs to incentivize and support our employees, from employee ownership to comprehensive benefits and training.

We have a passionate commitment to charity.

Attracting and Retaining the Best Talent

Our recruitment, promotion and compensation processes are designed to enable us to treat employees fairly with respect to pay and opportunity and our compensation decisions are differentiated based on performance.

Our success depends on our ability to attract and retain talented, productive and skilled brokers and technologists and other employees to transact with our customers in a challenging and regulated environment that is experiencing ever-increasing competition for talent.

We are investing in creating an inclusive and incentivized work environment where our people can deliver their best work every day.

Talent remains at the core of who we are as a company, and we remain committed to having a culture built around equal employment opportunity.

We continue to work to enhance our ability to attract, develop and retain top talent with a range of backgrounds, experiences, and perspectives, encompassing people early in their careers and experienced personnel, and hiring, retention, and development initiatives.

Retention Measures

To facilitate the retention of our employees, we have maintained our flexible work arrangements, where appropriate, made compensation adjustments, and provided additional benefits, including a 401(k) match for many of our U.S.

To facilitate the retention of our employees, we have maintained some flexible work arrangements, where appropriate, made compensation adjustments, and provided additional benefits, including a 401(k) match for many of our U.S.

support employees.

2 unchanged sentences

We continue to offer employee assistance programs and additional avenues for mental health consultation and wellness.

We continue to take significant steps to protect our employees and encourage them all to get vaccinated.

Performance-Based and Highly Retentive Compensation Structure

Many of our key brokers, salespeople, managers, technology professionals and other front office professionals have a substantial amount of their own capital invested in our business, aligning their interests with our stockholders.

We believe that our emphasis on equity-based compensation promotes recruitment, motivation of our brokers and employees and alignment of interest with shareholders.

We believe that our emphasis on equity-based compensation promotes alignment of interest with shareholders, recruitment, and motivation of our brokers and employees.

Virtually all of our executives and front-office employees have equity stakes in the Company and generally receive grants of deferred equity as part of their compensation.

1 unchanged sentence

As of December 31, 2024, our employees, executive officers and directors individually owned approximately 12% of our equity, on a fully diluted basis.

We currently issue RSUs, and in the case of certain U.K.

employees who held partnership units prior to the Corporate Conversion, restricted stock awards, as well as other forms of equity-based compensation, to provide liquidity to our employees, to align the interests of our employees and management with those of common stockholders, to help motivate and retain key employees, and to encourage a collaborative culture that drives cross-selling and revenue growth.

These awards contain extended vesting schedules which we consider to be highly retentive and that vary based upon compensation level and role (typically three-to-seven-year ratable vesting), which in most cases are largely dependent upon continued service.

Prior to the Corporate Conversion, we issued limited partnership units, as well as other forms of unit-based compensation, including grants of exchangeability of limited partnership units into shares of BGC Class A common stock and grants of shares of our restricted stock, to motivate and retain key employees.

These limited partnership units, which could be redeemed at any time for zero, were subject to forfeiture if the non-compete, confidentiality or non-solicit provisions of the BGC Holdings Limited Partnership Agreement related to these awards were violated, were also extremely retentive.

In addition, prior to the Corporate Conversion, we paid amounts due to a partner upon termination of service over a number of years in order to ensure compliance with partner obligations.

We also enter into various agreements with certain of our employees, and prior to the Corporate Conversion, partners whereby these individuals receive loans which may be either wholly or in part repaid from the distributions that the individuals receive on some or all of their LPUs in BGC Holdings and Newmark Holdings, prior to the Corporate Conversion, and by distributions that the individuals receive on some or all of their LPUs in Newmark Holdings and any dividends paid on participating RSUs and restricted stock awards, subsequent to the Corporate Conversion.

Certain of these loans also may be either wholly or in part repaid from the proceeds of the sale of our employees’ shares of BGC Class A common stock.

In addition, certain loans may be forgiven over a period of time.

We currently issue RSUs, as well as other forms of equity-based compensation, to provide liquidity to our employees, to align the interests of our employees and management with those of common stockholders, to help motivate and retain key employees, and to encourage a collaborative culture that drives cross-selling and revenue growth.

These awards contain vesting schedules which we consider to be highly retentive, that vary based upon compensation level and role, and in most cases are largely dependent upon continued service.

We also enter into various agreements with certain of our employees whereby these individuals receive loans which may be either wholly or in part repaid from proceeds of the sales of the employees’ shares of BGC Class A common stock or may be forgiven over a period of time.

We believe that these loans incentivize and promote retention of our employees.

From time to time, the Company may also enter into agreements with employees to grant bonus and salary advances or other types of loans.

These advances and loans are payable in the timeframes outlined in the underlying agreements.

Retentive Nature of Equity Awards

We consider our RSUs and restricted stock awards to be highly retentive due to the vesting and forfeiture provisions relating to these awards, which have long-term vesting provisions conditioned upon, among other things, continued service through the vesting date.

Compensation Recovery/Clawback Policy

3 unchanged sentences

The Clawback Policy only applies to Incentive-Based Compensation and does not apply to compensation that is purely discretionary or purely based on subjective goals or goals unrelated to financial reporting measures.

Human Capital and Social Policies and Practices

We are committed to our people, our stockholders and the community as a whole.

We have a variety of programs to incentivize and support our employees, from employee ownership to comprehensive benefits and training.

We have a passionate commitment to charity.

Employee Diversity, Inclusion and Equal Opportunity

We believe that by cultivating a dynamic mix of people and ideas, we improve the performance of our business and enrich the experience of our employees.

We are committed to equal opportunity, diversity and other policies and practices that seek to further our development of a diverse and inclusive workplace.

We consider all qualified applicants for job openings and promotions without regard to race, color, religion or belief, sex, sexual orientation, gender identity or reassignment, national origin or ancestry, age, disability, service in the armed forces, pregnancy or maternity, familial status, marriage and civil partnership, genetic information or any other characteristic that has no bearing on the ability of employees to do their jobs well.

Equal Employment Opportunity

We believe that by cultivating a fair and inclusive work environment, we improve the performance of our business and enrich the experience of our employees.

We are committed to equal employment opportunity and other policies and practices that seek to further our development of a productive and motivated workplace.

We also participate in job fairs, college recruitment initiatives and job boards that are focused on reaching a broad applicant pool of qualified applicants with a range of backgrounds, perspectives and experiences.

We consider all qualified applicants for job openings and promotions without regard to race, color, religion or belief, sex, sexual orientation, gender, national origin or ancestry, age, disability, service in the armed forces, pregnancy or maternity, familial status, marriage and civil partnership, genetic information or any other protected characteristic.

We continue to develop initiatives to support these values.

Attracting and Retaining the Best Talent

Our recruitment, promotion and compensation processes are designed to enable us to treat employees fairly, and our compensation decisions are differentiated based on performance.

We are investing in creating a diverse, inclusive and incentivized work environment where our people can deliver their best work every day.

Talent remains at the core of who we are as a company, and we remain committed to having a culture built around inclusion which we expect will increase the diversity of our workforce.

We continue to work to enhance our ability to attract, develop and retain top talent with an emphasis on increasing opportunities for representation of traditionally underrepresented groups at all levels of the organization, encompassing people early in their careers and experienced personnel, and hiring, retention, and development initiatives with a focus on diversity and inclusion.

Our goal is to build an even more successful organization that more closely reflects our clients bases and the population at large.

Employee Resource Groups

In order to incentivize and enable our employees to grow both professionally and personally, we build employee resource groups.

A number of initiatives across our geographic regions are in place to promote our corporate values and foster greater diversity and inclusion.

Examples include a range of early career work experiences and internship programs focusing on diverse talent, mentorship programs, and initiatives to foster women’s leadership.

The Network of Women – The Network of Women (“NOW”) program supports the recruitment, development and retention of women across our organization.

NOW strives to offer a variety of opportunities and tools to help our employees make new professional contacts, find mentors, and develop their careers with the goal of advancing our business reputation.

These events and activities also provide opportunities for our members to support one another through a valuable exchange of experiences, advice and best practices for career success.

As an organization dedicated to economic growth, opportunity, integrity, and commitment, we seek to empower women within BGC and within the communities we affect and serve as a business.

The work of our long-standing Network of Women is a key driving force in accomplishing this goal.

The Rising Professionals League – The Rising Professionals League (“RPL”) was introduced to build upon the legacy of Cantor Fitzgerald by inspiring early career professionals to grow professionally and socially while promoting a cohesive environment and positively impacting the community.

RPL strives to instill a strong sense of inclusion and belonging for early career professionals through a variety of opportunities that promote professional development and support the community through acts of thoughtful service.

Employee Engagement, Communication, Management and Leadership Training and Development

We are investing in our employees’ long-term development and engagement by delivering training and development programs and fostering a culture where our people can thrive and maximize their potential.

We require annual regulatory and mandatory training in anti-money laundering and anti-crime, global sanctions, ethics, cyber-security and harassment prevention, among other topics.

In order to incentivize and enable our employees to grow both professionally and personally, we build employee resource groups, which are open to all employees.

A number of initiatives across our geographic regions are in place to promote our corporate values and foster greater inclusion and belonging.

Examples include a range of career-oriented work experiences and internship programs, mentorship programs, and leadership development programs that are open to all.

For example, the Rising Professionals League (“RPL”) was introduced to build upon the legacy of Cantor Fitzgerald by inspiring career growth professionally and socially while promoting a cohesive environment and positively impacting the community.

RPL strives to instill a strong sense of inclusion and belonging for rising professionals through a variety of opportunities that promote professional development and support the community through acts of thoughtful service.

Employee Engagement, Communication, Career Management and Training and Development

We invest in our employees’ long-term development and engagement, by delivering training and development programs and fostering a culture where our people can thrive and maximize their potential.

We require annual regulatory and mandatory training on various topics, including anti-money laundering and anti-crime, global sanctions, ethics, cyber-security and anti-harassment and anti-discrimination, among other topics.

We also provide or support periodic job-specific and other developmental training for our employees so they can maximize their potential, as well as a tuition reimbursement program for eligible employees.

We provide virtual and in-person leadership training to managers on topics including management effectiveness, communication skills, interview skills and delivering effective performance evaluations, managing diverse teams and other topics.

This training is supplemented by a library of online training courses that managers and employees have access to on a number of topics to assist them in their career development and, if applicable, management skills.

1 unchanged sentence

We also have intern and early career programs throughout the year in various parts of our business.

Our success depends on employees’ understanding of how their work and engagement contribute to our strategy, culture, values, and regulatory environment.

We use various channels to facilitate open and direct communication, including internal calls and meetings with employees, training and policy updates, employee resource groups such as NOW and RPL, and social and family outings and events.

Our success depends on our employees’ understanding of how their work and engagement contribute to our strategy, culture, values, and regulatory environment.

We have also rolled out organizational Core Values (Integrity, Commitment and Opportunity), appointed Culture Champions in our London office and implemented other initiatives which seek to embed these values and drive an enhanced culture across our workforce.

5 unchanged sentences

At the business and departmental levels, managers discuss and identify potential talent, opportunities for employee growth, successors, and future leaders.

Environmental, Social and Governance (ESG) / Sustainability Information

We believe that our ESG policies and practices will create sustainable long-term value for BGC, our stockholders and other stakeholders, our clients and our employees while also helping us mitigate risks, reduce costs, protect brand value, and identify market opportunities.

In April 2021, we established a Board-level ESG Committee to provide oversight with respect to our ESG and sustainability policies and practices.

Our succession discussions were particularly relevant in 2024, as in November 2024, Mr.

Lutnick, our Chief Executive Officer, was nominated as the 41st U.S.

Secretary of Commerce.

Lutnick was confirmed by the U.S.

Senate on February 18, 2025 and stepped down from all of his positions with BGC and as Chairman of the Board.

Our Board has elected Brandon Lutnick and Stephen Merkel, our General Counsel, to join our Board of Directors and Mr.

Merkel to serve as Chairman of the Board.

Windeatt, our Chief Operating Officer, became Co-CEO along with Mr.

John Abularrage and Mr.

JP Aubin, our former Co-Heads of Brokerage.

Windeatt, Abularrage and Aubin will also serve as Co-Principal Executive Officers.

See “Item 1—Business—Recent Board of Directors and Executive Officers Changes.”

Corporate Responsibility, Environmental, Social and Governance Initiatives and Sustainability

We believe that our business-focused corporate responsibility, governance, ESG and related policies and practices will create sustainable long-term value for BGC, our stockholders and other stakeholders, our clients and our employees while also helping us mitigate risks, reduce costs, protect brand value, and identify market opportunities.

Our Board-level ESG Committee provides oversight with respect to our ESG, corporate responsibility sustainability policies and practices.

The ESG Committee charter may be found on our website at www.bgcg.com/esg/governance under the heading “Independent Environmental, Social and Governance Committee.” With the Board’s and the ESG Committee’s oversight, we are embedding social and human capital, employment, environmental, sustainability, charitable and corporate governance policies and practices into our corporate strategy, compensation, disclosure, and goals to maintain and advance long-term stockholder value.

For more information about these topics, new and evolving initiatives and specific examples of policies and practices, see our website at www.bgcg.com/esg.

Our Environmental Focus, Environmental Markets and Sustainable Business Practices

We are focused on the environment and recognize the importance of treating our natural resources with the greatest respect, so that they are available to future generations.

As a responsible business operating within financial services, we are actively aware of climate change and other major issues affecting the environment.

For more information about these topics, initiatives and specific examples of policies and practices, see our website at www.bgcg.com/esg.

Our Environmental Focus, Workplace Strategies and Sustainable Business Practices

As a responsible business operating within financial services, we are aware of climate change and other major issues affecting the environment.

Our philosophy is that long-term change in the way in which we use energy, and our collective impact on the environment, cannot happen without the involvement of the world’s capital markets.

Sustainable Business Practices

We aim to be a leading broker for the transition to a green economy, and we believe BGC Environmental Brokerage Services is a leader in the world’s environmental and green energy markets.

Our Environmental Brokerage Services business, established in 2011, provides expert innovative carbon offset solutions and advice to the world’s green energy markets, from transactions and financing to technology and consulting.

We aim to be a leading broker for the green economy, and we believe our Energy, Commodities and Shipping business is a world leader in the environmental and energy transition markets.

Our Energy, Commodities and Shipping business provides expert innovative carbon offset solutions and advice to the world’s green energy markets, from transactions and financing to technology and consulting.

For decades, we have helped clients worldwide navigate complex financial requirements in order to achieve their environmental initiatives, thereby supporting our clients’ efforts to meet their emission reduction goals through the provision of brokerage services.

5 unchanged sentences

Workplace Strategies

In our workplaces, we are studying how to make our own contribution to state, national and global environmental initiatives and require the same of our vendors and suppliers when doing business with us.

In our workplaces, we are studying how to make our own contribution to state, national and global environmental initiatives and consider vendors and suppliers when doing business with us.

As part of this, we are considering how to minimize our future carbon footprint when planning office renovations and will continue to focus our attention in the near term on methods of reducing our greenhouse gas emissions, increasing use of renewable energy, conserving water, and reducing waste generation.

BGC supports sustainable business practices and is focused on the steps necessary to establish a sustainability program internally as we focus on our own energy usage.

BGC supports sustainable business practices and is focused on the steps necessary to continue developing our sustainability program internally as we focus on our own energy usage.

We believe it is our responsibility to improve energy efficiency and reduce energy consumption to protect the environment through continuous improvement of our energy use practices and increased scrutiny on the energy efficiency of the buildings we utilize for our space.

1 unchanged sentence

For more information about these initiatives as they evolve, visit our website at www.bgcg.com/esg/environmental .

To learn more about our policies and practices and our continuing efforts related to Human Capital Management, ESG and sustainability matters, please refer to the ESG and sustainability section of our website at www.bgcg.com/esg and to our periodic reports filed under the Exchange Act for further information.

You may also find our Corporate Governance Guidelines, Code of Ethics, the charters of the committees of our Board of Directors, Hedging Policy, Environmental Policy, information about our charitable initiatives and other ESG and sustainability policies and practices on our website.

The information contained on, or that may be accessed through, our websites or other websites referenced herein, is not part of, and not incorporated into, this document.

You may also find our Corporate Governance Guidelines, Code of Ethics, the charters of the committees of our Board of Directors, Hedging Policy, information about our charitable initiatives, employee resources, learning and development programs, and other corporate responsibility, governance, and sustainability policies and practices on our website.

This information contained on, or that may be accessed through our websites or other websites referenced herein, is not part of, and not incorporated into, this document.

OUR ORGANIZATIONAL STRUCTURE

7 unchanged sentences

On November 23, 2018, those shares of BGC Class A common stock were converted into 10.0 million shares of BGC Class B common stock and remain pledged in connection with the partner loan program, as amended and restated effective as of October 5, 2023 with such modifications thereto as necessary to reflect the Corporate Conversion.

Prior to the Corporate Conversion, Cantor, CFGM and other Cantor affiliates were entitled to exchange BGC Partners Class A common stock into shares of BGC Partners Class B common stock from time to time, on a one-to-one basis, subject to adjustment.

See Exchange Agreement with Cantor Prior to the Corporate Conversion” for more information.

From time to time, we may actively continue to repurchase shares of our Class A common stock including from Cantor, Newmark, our executive officers, other employees, partners and others.

17 unchanged sentences

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.

On July 2, 2023, Cantor distributed an aggregate of 15.8 million shares of Class B common stock held by it in satisfaction of its remaining deferred share distribution obligations pursuant to the April 2008 distribution rights shares and the February 2012 distribution rights shares.

14.0 million of the July 2023 distribution shares were distributed to satisfy April 2008 distribution rights shares and 1.8 million of the July 2023 distribution shares were distributed to satisfy February 2012 distribution rights shares.

15.4 million of the July 2023 distribution shares will remain Class B common stock in the hands of the recipient, and 0.4 million of such shares were converted into an equivalent number of shares of Class A common stock in the hands of the recipient pursuant to the terms of BGC Group’s Amended and Restated Certificate of Incorporation.

Upon distribution of the July 2023 distribution shares, Cantor satisfied all obligations to deliver shares of common stock to satisfy the April 2008 distribution rights shares and February 2012 distribution rights shares.

Exchange Agreement with Cantor Prior to the Corporate Conversion

On June 5, 2015, we entered into the Exchange Agreement with Cantor providing Cantor, CFGM and other Cantor affiliates entitled to hold BGC Partners Class B common stock the right to exchange BGC Partners Class A common stock into

shares of BGC Partners Class B common stock from time to time, on a one-to-one basis, subject to adjustment.

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

In connection with the Corporate Conversion on July 1, 2023, the Exchange Agreement with Cantor terminated in accordance with its own terms.

Amendments to the BGC Holdings Partnership Agreement Prior to the Corporate Conversion

On December 13, 2017, the Amended and Restated BGC Holdings Partnership Agreement was amended and restated a second time to include prior standalone amendments and to make certain other changes related to the Separation.

The BGC Holdings Partnership Agreement also removed certain classes of BGC Holdings units that were no longer outstanding, and permitted the general partner of BGC Holdings to determine the total number of authorized BGC Holdings units.

The BGC Holdings Limited Partnership Agreement was approved by the Audit Committee of the Board of Directors of BGC Partners.

On March 10, 2023, BGC Holdings entered into the LPA Amendment.

The LPA Amendment revised certain restrictive covenants pertaining to the “Partner Obligations” and “Competitive Activity” provisions in the BGC Holdings Partnership Agreement.

Specifically, the LPA Amendment (i) reduced the length of the post-termination period during which a partner must refrain from soliciting or doing business with customers, soliciting employees, engaging in a “Competing Business,” or otherwise refraining from harming the partnership;

and (ii) revised the scope of the non-compete under the “Partner Obligations” and “Competitive Activity” provisions in the BGC Holdings Limited Partnership Agreement to cover “Competing Businesses” (as defined therein) for which a partner performed the same or similar services (a) involving a product, product line or type, or service of a “Protected Affiliate” (as defined therein) within a specific geographic area, (b) involving a “Client” or a “Client Representative” (each as defined therein) of a Protected Affiliate, or (c) for which the likely disclosure of confidential information was inevitable.

The LPA Amendment was approved by the Board of Directors and Audit and Compensation Committee of BGC Partners.

As of February 27, 2025, the Company has issued approximately $14.3 million of BGC Group Class A common stock in connection with acquisitions since the Corporate Conversion.

Classes of Founding/Working Partner Interests and Limited Partnership Units Prior to the Corporate Conversion

1 unchanged sentence

Upon the closing of the Corporate Conversion, the BGC Holdings Limited Partnership Agreement was terminated, and the former stockholders of BGC Partners and former limited partners of BGC Holdings now participate in the economics of the BGC businesses through BGC Group.

Following the Corporate Conversion, the equity portion of our compensation structure is no longer based upon the issuance of partnership units but instead based upon the use of equity awards issued under the Equity Plan in order to incentivize and retain our employees, executive officers, and directors, such as RSUs.

Following the Corporate Conversion, the equity portion of our compensation structure is no longer based upon the issuance of partnership units but instead based upon the use of equity awards, such as RSUs, issued under the BGC Group Equity Plan in order to incentivize and retain our employees, executive officers, and directors.

Prior to the Corporate Conversion, while BGC Holdings limited partnership interests generally entitled our partners to participate in distributions of income from the operations of our business, upon leaving BGC Holdings (or upon any other redemption or purchase of such limited partnership interests as described below) any such partners were only entitled to receive over time, and provided he or she did not violate certain partner obligations, an amount for his or her BGC Holdings limited partnership interests that reflected such partner’s capital account or compensatory grant awards, excluding any goodwill or going concern value of our business, unless Cantor, in the case of the Founding Partners, and we, as the general partner of BGC Holdings at that time, otherwise determined.

We also could have effected redemptions of BGC Holdings LPUs and FPUs and concurrently granted shares of our Class A common stock, or could have granted our partners the right to exchange their BGC Holdings limited partnership interests for shares of our Class A common stock (if, in the case of founding partners, Cantor so determined and, in the case of working partners and limited partnership unit holders, if we, as the BGC Holdings general partner at that time, with Cantor’s consent, determined otherwise) and thereby allowed them to realize any higher value associated with our Class A common stock.

Prior to the Corporate Conversion, we also had the right to effect redemptions of BGC Holdings LPUs and FPUs and concurrently grant shares of our Class A common stock, or to grant our partners the right to exchange their BGC Holdings limited partnership interests for shares of our Class A common stock (if, in the case of Founding Partners, Cantor so determined and, in the case of working partners and limited partnership unit holders, if we, as the BGC Holdings general partner at that time, with Cantor’s consent, determined otherwise) and thereby allowed them to realize any higher value associated with our Class A common stock.

Similar provisions with respect to Newmark Holdings limited partnership interests are contained in the Newmark Holdings limited partnership agreement.

7 unchanged sentences

Such Preferred Units could not be made exchangeable into BGC Class A common stock and accordingly were not included in the fully diluted share count.

Each quarter, the net profits of BGC Holdings were allocated to such Preferred Units at a rate of either 0.6875% (which is 2.75% per calendar year) of the allocation amount assigned to them based on their award price, or such other amount as set forth in the award documentation, before calculation and distribution of

the quarterly BGC Holdings distribution for the remaining BGC Holdings units.

The Preferred Units were not entitled to participate in BGC Holdings distributions other than with respect to the Preferred Distribution.

2 unchanged sentences

Subject to the approval of the Compensation Committee or its designee, certain N Units may have been converted into the underlying unit type (i.e., an NREU could be converted into an REU) and could then participate in BGC Holdings distributions, subject to terms and conditions determined by us as the general partner of BGC Holdings, in our sole discretion, including that the recipient continue to provide substantial services to us and comply with his or her partnership obligations.

Cantor’s Right to Purchase Cantor Units Prior to the Corporate Conversion

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 either current, terminating, or terminated partners were permitted by the Company to exchange any portion of their FPUs and Cantor consented to such exchangeability, the Company would offer to Cantor the opportunity for Cantor to purchase the same number of Cantor units in BGC Holdings at the price that Cantor would have paid for Cantor units had the Company redeemed the FPUs.

If Cantor acquired any Cantor units as a result of the purchase or redemption by BGC Holdings of any FPUs, Cantor would be entitled to the benefits (including distributions) of such units it acquired from the date of termination or bankruptcy of the applicable Founding/Working Partner.

On April 16, 2023, Cantor purchased from BGC Holdings an aggregate of (i) 533,757 Cantor units for aggregate consideration of $1,051,080 as a result of the redemption of 533,757 FPUs, and (ii) 85,775 Cantor units for 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 143,885 Cantor units for aggregate consideration of $285,421 as a result of the redemption of 143,885 FPUs.

In connection with the Corporate Conversion, on June 30, 2023, Cantor purchased from BGC Holdings an aggregate of 5,605,547 Cantor units for aggregate consideration of $10,029,063 as a result of the redemption and exchange of the remaining 5,605,547 FPUs outstanding at that time.

Following such purchases, there were no FPUs remaining in BGC Holdings.

BGC OpCos Partnership Structures

13 unchanged sentences

OpCo limited partnership interests and BGC Global OpCo limited partnership interests.

Further, in connection with the Separation and Distribution Agreement, limited partnership interests in Newmark Holdings were distributed to the holders of limited partnership interests in BGC Holdings, whereby each holder of BGC Holdings limited partnership interests who at that time held a BGC Holdings limited partnership interest received a corresponding Newmark Holdings limited partnership interest, equal in number to a BGC Holdings limited partnership interest divided by 2.2 (i.e., 0.4545 of a unit in Newmark Holdings).

Accordingly, existing partners at the time of the Separation in BGC Holdings are also partners in Newmark Holdings and received corresponding units issued at the applicable ratio.

Thus, such partners have an indirect interest in Newmark OpCo.

Further, in connection with the Separation and Distribution Agreement, limited partnership interests in Newmark Holdings were distributed to the holders of limited partnership interests in BGC Holdings, whereby each holder of BGC Holdings limited partnership interests who at that time held a BGC Holdings limited partnership interest received corresponding Newmark Holdings limited partnership interests equal in number to such holder’s BGC Holdings limited partnership interests divided by 2.2 (i.e., 0.4545 of a unit in Newmark Holdings).

Accordingly, existing partners at the time of the Separation in BGC Holdings became partners in Newmark Holdings and received corresponding units issued at the applicable ratio.

Thus, such partners received an indirect interest in Newmark OpCo.

As a result of a series of transactions prior to and in anticipation of the Corporate Conversion, all BGC Holdings units held by Newmark employees were redeemed or exchanged, in each case, for shares of BGC Class A common stock or cash.

Upon the closing of the Corporate Conversion, the BGC Holdings Limited Partnership Agreement was terminated, we became the owner of all of the limited partnership interests of the two BGC operating partnerships, and the former stockholders of BGC Partners and former limited partners of BGC Holdings now participate in the economics of the BGC businesses through BGC Group.

Pre-Corporate Conversion Structure of BGC Partners, Inc.

as of June 30, 2023

The diagram below reflects the ownership structure of BGC Partners and BGC Holdings as of June 30, 2023 and prior to the Corporate Conversion.

The diagram does not reflect the various subsidiaries of BGC, BGC U.S.

OpCo, BGC Global OpCo, or Cantor, or the noncontrolling interests in our consolidated subsidiaries that existed on June 30, 2023 other than Cantor’s units in BGC Holdings.

The diagram also does not reflect certain BGC Holdings partnership units and RSUs as follows, in each case as of June 30, 2023:

(a) 29.5 million Preferred Units, including Preferred N Units, granted and outstanding to BGC Holdings partners;

(b) 39.2 million N Units, excluding Preferred N Units, granted and outstanding to BGC Holdings partners;

(d) 12.3 million RSUs issued prior to June 30, 2023;

(e) RSU Tax Accounts associated with certain RSUs;

(f) 1.7 million contingent shares issued in exchange for former partners’ units in BGC Holdings;

and (g) 1.2 million contingent shares related to acquisitions.

The diagram reflects the following activity of BGC Class A common stock and BGC Holdings partnership unit activity from January 1, 2023 through June 30, 2023:

(a) 16.1 million shares of BGC Class A common stock issued for vested N Units;

(b) 2.4 million shares of BGC Class A common stock issued for vested RSUs;

(d) 10.7 million shares of BGC Class A common stock repurchased by BGC

(e) 2.8 million shares of Class A common stock issued by BGC Partners under its acquisition shelf Registration Statement on Form S-4 (Registration No.

333-169232), of which there were no shares remaining available for issuance under such Registration Statement as of June 30, 2023, and 2.3 million shares of Class A common stock issued by BGC Partners under the acquisition shelf 2019 Form S-4 Registration Statement (Registration No.

333-233761) but not the 17.7 million of such shares remaining available for issuance by BGC Partners under such Registration Statement as of June 30, 2023;

(f) 0.5 million limited partnership units forfeited;

(g) 0.7 million limited partnership units related to prior period adjustments;

(h) 0.8 million limited partnership units for vested N Units;

and (i) 20 thousand shares issued by BGC Partners under its DRIP Registration Statement (Registration No.

333-173109), but not the 9.2 million of such shares remaining available for issuance by BGC Partners under the DRIP Registration Statement as of June 30, 2023.

Current Structure of BGC Group, Inc.

as of December 31, 2023 (Following the Corporate Conversion)

as of December 31, 2024

The following diagram illustrates our organizational structure as of December 31, 2024.

8 unchanged sentences

and (f) 0.4 million contingent shares issued in exchange for acquisition units.

1 For the purposes of this diagram, Cantor includes Cantor Fitzgerald, L.P.

Cantor Fitzgerald, L.P.

owns 19.6% of the economics and 63.5% of the voting power in BGC Group.

CFGM owns 0.6% of the economics and 2.0% of the voting power in BGC Group.

2 Percentage includes restricted shares issued in exchange for former partners’ units in BGC Holdings.

3 Public Stockholders includes unrestricted shares of our Class A common stock owned by employees, executives, and directors due to an inability to track such shares once they leave the Company’s transfer agent.

4 BGC Partners is a wholly owned subsidiary of BGC Group and consolidated with other wholly and non wholly-owned subsidiaries.

*** Public stockholders includes unrestricted shares owned by employees, executives, and directors due to an inability to track such shares once they leave the Company’s transfer agent.

The diagram reflects the following activity of BGC Class A common stock, BGC Class B common stock, and BGC Holdings partnership unit activity from July 1, 2023 through December 31, 2023 as:

(a) 64.0 million shares of BGC Class B common stock issued to Cantor in exchange for Cantor’s 64.0 million BGC Holdings partnership units;

(b) 5.8 million shares of restricted BGC Class A common stock issued for limited partnership interests;

(c) 15.8 million shares of BGC Class B common stock distributed by Cantor in satisfaction of its remaining deferred share distribution obligations pursuant to distribution rights

provided to certain current and former partners of Cantor;

(d) the restrictions released on 9.3 million shares of BGC Class A common stock;

(e) 0.4 million shares of BGC Class A common stock which were converted from 0.4 million shares of Class B common stock distributed by Cantor in satisfaction of its remaining deferred share distribution obligations pursuant to distribution rights provided to certain current and former partners of Cantor;

(f) 12.6 million shares of BGC Class A common stock repurchased by us;

and (g) 10.4 million shares of BGC Class A common stock issued for vested RSUs;

(h) 0.4 million shares of BGC Class A common stock issued for contingent shares issued in exchange for acquisition units;

and (i) 0.5 million shares of BGC Class A common stock issued for contingent shares issued in exchange for former partners’ units in BGC Holdings;

(j) 1.2 million shares of BGC Class A restricted common stock forfeited by former partners and employees;

(k) 2.5 million shares of BGC Class A common stock issued for compensation.

No shares of Class A common stock were issued by us under our acquisition shelf 2019 Form S-4 Registration Statement (Registration No.

333-233761) between July 1, 2023 and December 31, 2023;

The diagram reflects the following activity of BGC Class A common stock from January 1, 2024 through December 31, 2024 as:

(a) the restrictions released on 19.9 million shares of BGC Class A common stock;

(b) 36.2 million shares of BGC Class A common stock repurchased by us;

(d) 0.5 million shares of BGC Class A common stock issued for contingent shares issued in exchange for acquisition units;

(e) 0.1 million shares of BGC Class A common stock issued for contingent shares from acquisitions;

(f) 0.5 million shares of BGC Class A common stock issued for consideration for acquisitions in fiscal year 2024;

(g) 1.8 million shares of BGC Class A common stock issued for contingent shares issued in exchange for former partners’ units in BGC Holdings;

(h) 2.4 million shares of BGC Class A restricted common stock forfeited by former partners and employees;

and (i) 9.0 million shares of BGC Class A common stock issued for compensation.

1.1 million shares of Class A common stock were issued by us under our acquisition shelf 2019 Form S-4 Registration Statement (Registration No.

333-233761) between January 1, 2024 and December 31, 2024;

16.6 million of such shares remain available for issuance by us under such Registration Statement.

Also, an immaterial number of shares of Class A common stock were issued by us under our DRIP Registration Statement (Registration No.

333-173109) between July 1, 2023 and December 31, 2023;

333-173109) between January 1, 2024 and December 31, 2024;

9.2 million of such shares remain available for issuance by us under the DRIP Registration Statement.

13 unchanged sentences

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 1. Business