What changed in this filing

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Item 7. Management’s Discussion and Analysis

2025-03-03 compared with 2024-02-29 · 545 added, 545 removed, 863 unchanged (56% of the section changed)

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This discussion summarizes the significant factors affecting our results of operations and financial condition as of and during the years ended December 31, 2024, 2023, and 2022.

This discussion is provided to increase the understanding of, and should be read in conjunction with, our Consolidated Financial Statements and the notes thereto included elsewhere in this report.

FORWARD-LOOKING CAUTIONARY STATEMENTS

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Factors that might cause or contribute to such a discrepancy include, but are not limited to, the factors set forth below:

• macroeconomic and other challenges and uncertainties, including those resulting from the wars in Ukraine and Israel and other ongoing or new conflicts in the Middle East or other jurisdictions, downgrades of U.S.

Treasuries, fluctuating global interest rates, inflation and the Federal Reserve’s responses thereto, including increasing interest rates, fluctuations in the value of global currencies, including the U.S.

• macroeconomic and other challenges and uncertainties, including those resulting from the conflict between Ukraine and Russia, conflicts in the Middle East and other ongoing or new conflicts in those or other regions or jurisdictions, downgrades of U.S.

Treasuries, fluctuating global interest rates, inflation and the Federal Reserve’s responses thereto, fluctuations in the value of global currencies, including the U.S.

dollar, liquidity concerns regarding and changes in capital requirements for banking and financial institutions, changes in the U.S.

and global economies and financial markets, including economic activity, employment levels, supply chain issues and market liquidity, and increasing energy costs, as well as the various actions taken in response to these challenges and uncertainties by governments, central banks and others, including consumer and corporate clients and customers, as well as potential changes in these factors as a result of the upcoming U.S.

Presidential election;

• market conditions and volatility, including fluctuations in interest rates and trading volume, the level of worldwide governmental debt issuances, austerity programs, government stimulus packages, increases and decreases in the federal funds interest rate and other actions to moderate inflation, increases or decreases in deficits and the impact of changing government tax rates, repatriation rules, deductibility of interest, and other changes to monetary policy, and potential political impasses or regulatory requirements, turmoil across regional banks and certain global investment banks, volatility in the demand for the products and services we provide, possible disruptions in trading, potential deterioration of equity and debt capital markets and cryptocurrency markets, and potential economic downturns, including recessions, and similar effects, which may not be predictable in future periods;

and global economies and financial markets, including economic activity, employment levels, new or increased tariffs imposed by the U.S.

and foreign governments and other factors driving trade uncertainty, reductions in government spending, recession fears, infrastructure spending, supply chain issues, market liquidity, and energy costs, as well as the various actions taken in response to these challenges and uncertainties by governments, central banks and others, including consumers and corporate clients and customers, as well as potential changes in these factors as a result of the new U.S.

presidential administration;

• market conditions and volatility, including fluctuations in interest rates and trading volume, the level of worldwide governmental debt issuances, austerity programs, government stimulus packages, increases or decreases in deficits and the impact of changing government tax rates, interpretations of tax law and policy, repatriation rules, deductibility of interest, and other changes or potential changes to monetary policy, changing regulatory requirements or changes in legislation, regulations and priorities, possible turmoil across regional banks and certain global investment banks, volatility in the demand for the products and services we provide, possible disruptions in trading, potential deterioration of equity and debt capital markets and cryptocurrency markets, and potential economic downturns, including recessions, and similar effects, which may not be predictable in future periods;

• our ability to access the capital markets as needed or on reasonable terms and conditions;

• our ability to enter new markets or develop new products, offerings, trade desks, marketplaces, or services for existing or new clients and, to pursue new operations and business initiatives, including our ability to develop new Fenics platforms and products, to successfully launch new initiatives which could require significant capital and significant efforts by management, including engaging partners on satisfactory terms, to manage long lead times to scale a successful venture, efforts to convert certain existing products to a Fully Electronic trade execution, to incorporate artificial intelligence into our products and efforts by our competitors to do the same, and to induce such clients to use these products, trading desks, marketplaces, or services and to secure and maintain market share, while managing the risks inherent in operating our cryptocurrency business and in safekeeping cryptocurrency assets;

• our ability to enter new markets or develop new products, offerings, trade desks, marketplaces, or services for existing or new clients and, to pursue new operations and business initiatives, including our ability to develop new Fenics platforms and products, to successfully launch new initiatives which could require significant capital and significant efforts by management, including engaging partners on satisfactory terms, to manage long lead times to scale a successful venture, efforts to convert certain existing products to a Fully Electronic trade execution, any efforts to incorporate artificial intelligence into our products and any efforts by our competitors to do the same, and efforts to induce such clients to use these products, trading desks, marketplaces, or services and to secure and maintain market share, and our ability to manage the risks inherent in operating our cryptocurrency business and in safekeeping cryptocurrency assets;

• pricing, commissions and fees, and market position with respect to any of our products and services and those of our competitors;

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• liquidity, regulatory, cash and clearing capital requirements;

• our relationships and transactions with Cantor and its affiliates, including CF&Co, and CCRE, our structure, the timing and impact of any actual or future changes to our structure, including the Corporate Conversion, any related transactions, conflicts of interest or litigation, including with respect to executive compensation matters, any impact of Cantor’s results on our credit ratings and associated outlooks, any loans to or from us or Cantor, including the balances and interest rates thereof from time to time and any convertible or equity features of any such loans, CF&Co’s acting as our sales agent or underwriter under our CEO Program or other offerings, Cantor’s holdings of the Company’s Debt Securities, CF&Co’s acting as a market maker in the Company’s Debt Securities, CF&Co’s acting as our financial advisor in connection with potential acquisitions, dispositions, or other transactions, and our participation in various investments, stock loans or cash management vehicles placed by or recommended by CF&Co;

• the integration of acquired businesses and their operations and back office functions with our other businesses;

• the effect on our businesses of any extraordinary transactions, including potential dilution, taxes, costs, and other impacts;

• the rebranding of our current businesses or risks related to any potential dispositions of all or any portion of our existing or acquired businesses;

• pandemics and other international health emergencies, including the combined impact of COVID-19 with the flu and other seasonal illnesses, and the impact of terrorist acts, acts of war or other violence or political unrest, as well as natural disasters or weather-related or similar events, including hurricanes and heat waves as well as power failures, communication and transportation disruptions, and other interruptions of utilities or other essential services;

• risks inherent in doing business in international markets, and any failure to identify and manage those risks, including economic or geopolitical conditions or uncertainties, the actions of governments or central banks, including the pursuit of trade, border control or other related policies by the U.S.

and/or other countries (including U.S.-China trade relations), recent economic and political volatility in the U.K., rising political and other tensions between the U.S.

and China, the wars in Israel and Ukraine, new or ongoing conflicts in the Middle East or other jurisdictions and additional sanctions and regulations imposed by governments and related counter-sanctions;

• our relationships and transactions with Cantor and its affiliates, including CF&Co, and CCRE, our structure, the timing and impact of any actual or future changes to our organization or structure, any related party transactions, any challenges to our interpretation or application of complex tax laws to our structure, conflicts of interest or litigation, including with respect to executive compensation matters or other transactions with our current and former executive officers, any impact of Cantor’s results on our credit ratings and associated outlooks, any clearing capital agreements, clearing services agreements, Repurchase Agreements or Reverse Repurchase Agreements with or loans to or from us or Cantor, including the balances and interest rates thereof from time to time and any convertible or equity features of any such financing transactions, CF&Co’s acting as our sales agent or underwriter under our CEO Program or other offerings, Cantor’s holdings of the Company Debt Securities, CF&Co’s acting as a market maker in the Company Debt Securities, CF&Co’s acting as our financial advisor in connection with certain capital markets transactions and potential acquisitions, dispositions, divestitures or other transactions, and our participation in various investments, stock loans or cash management vehicles placed by or recommended by CF&Co;

• the ongoing integration of acquired businesses and their operations and back office functions with our other businesses and uncertainties related to the timing of the closing of such acquisitions, synergies, and revenue growth generated from such acquired or to be acquired businesses;

• the rebranding or repositioning of certain aspects of our current businesses to adapt to and better address the needs of our clients or risks related to any potential dispositions of all or any portion of our existing or acquired businesses;

• pandemics and other international health incidents or emergencies, and the impact of natural disasters or weather-related or similar events, including hurricanes and heat waves as well as power failures, communication and transportation disruptions, and other interruptions of utilities or other essential services;

• risks inherent in doing business in international markets or with international partners, and any failure to identify and manage those risks, including economic or geopolitical conditions or uncertainties, the actions of governments or central banks, including the pursuit of trade, border control or other related policies by the U.S.

and/or other countries (including U.S.-China trade relations), economic and political volatility in the U.K.

and Europe, rising political and other tensions between the U.S.

and China, the conflict between Ukraine and Russia, conflicts in the Middle East, other ongoing or new conflicts in those or other regions or jurisdictions and additional sanctions and regulations imposed by governments and related counter-sanctions as well as potential changes in these factors as a result of the new U.S.

presidential administration;

• the impact of U.S.

government shutdowns, elections, political unrest, boycotts, stalemates or other social and political developments, such as terrorist acts, acts of war or other violence or political unrest, as well as natural disasters, and potential changes in these factors as result of the upcoming U.S.

Presidential election;

• the effect on our businesses, our clients, the markets in which we operate and the economy in general of changes in the U.S.

and foreign tax and other laws, including changes in tax rates, repatriation rules, and deductibility of interest, potential policy and regulatory changes in other countries, sequestrations, uncertainties regarding the debt ceiling and the federal budget, responses to global inflation rates, and other potential political policies;

• our dependence upon our key employees, our ability to build out successful succession plans, the impact of absence due to illness or leave of certain key executive officers or employees and our ability to attract, retain, motivate and integrate new employees, as well as the competing demands on the time of certain of our executive officers who also provide services to Cantor, Newmark and various other ventures and investments sponsored by Cantor and the impact of post termination covenants on awards previously granted to key employees and future awards or otherwise on our employment arrangements;

• extensive regulation of our businesses and customers, the timing of regulatory approvals, changes in regulations relating to financial services companies and other industries, and risks relating to compliance matters, including regulatory examinations, inspections, investigations and enforcement actions, and any resulting costs, increased financial and capital requirements, enhanced oversight, remediation, fines, penalties, sanctions, and changes to or restrictions or limitations on specific activities, including potential delays in accessing markets, including due to our regulatory status and actions, operations, and compensatory arrangements, and growth opportunities, including acquisitions, hiring, and new businesses, products, or services;

• factors related to specific transactions or series of transactions, including credit, performance, and principal risk, trade failures, counterparty failures, and the impact of fraud and unauthorized trading;

• costs and expenses of developing, maintaining, and protecting our intellectual property, as well as employment, regulatory, and other litigation and proceedings, and their related costs, including judgments, indemnities, fines, or settlements paid and the impact thereof on our financial results and cash flows in any given period;

• certain financial risks, including the possibility of future losses, indemnification obligations, assumed liabilities, reduced cash flows from operations, increased leverage, reduced availability under our credit agreements, and the need for short- or long-term borrowings, including from Cantor, our ability to refinance our indebtedness on acceptable terms and rates, and changes to interest rates and liquidity or our access to other sources of cash relating to acquisitions, dispositions, or other matters, potential liquidity and other risks relating to our ability to maintain continued access to credit and availability of financing necessary to support our ongoing business needs, on terms acceptable to us, if at all, and risks associated with the resulting leverage, including potentially causing a reduction in our credit ratings and the associated outlooks and increased borrowing costs as well as interest rate and foreign currency exchange rate fluctuations;

• risks associated with the temporary or longer-term investment of our available cash, including in the BGC OpCos, defaults or impairments on our investments, joint venture interests, stock loans or cash management vehicles and collectability of loan balances owed to us by employees, the BGC OpCos or others;

• the impact of any restructuring or similar other transformative transactions, on our ability to enter into marketing and strategic alliances and business combinations, attract investors or partners or engage in other transactions in the financial services and other industries, including acquisitions, tender offers, dispositions, reorganizations, partnering opportunities and joint ventures, the failure to realize the anticipated benefits of any such transactions, relationships or growth, and the future impact of any such transactions, relationships or growth on our other businesses and our financial results for current or future periods, the integration of any completed acquisitions and the use of proceeds of any completed dispositions, the impact of amendments and/or terminations of strategic arrangements, and the value of and any hedging entered into in connection with consideration received or to be received in connection with such dispositions and any transfers thereof;

government shutdowns, other political developments, or reduced government staffing, including uncertainties regarding the debt ceiling, the federal budget and the deployment of federal funds, elections, political protests or unrest, boycotts, demonstrations, stalemates or other social and political developments, such as terrorist acts, acts of war or other violence, and potential changes in these factors as a result of the new U.S.

presidential administration;

• the effect on our businesses, our clients, the markets in which we operate and the economy in general of changes in U.S.

and foreign tax and other laws, including changes in tax rates, interpretations of tax law, repatriation rules, and deductibility of interest, potential policy and regulatory changes in other countries, sequestrations, responses to global inflation rates, and other potential changes to tax and other policies resulting from elections and changes in governments;

• the effect on our business of leadership changes and the resulting transition following the confirmation of Howard W.

Lutnick, our former Chief Executive Officer and Chairman of the Board, as U.S.

Secretary of Commerce, the appointment of our three Co-Chief Executive Officers to replace Mr.

Lutnick, our dependence upon our key employees, as well as the competing demands on the time of certain of our key employees who also provide services to Cantor, Newmark and various other ventures and investments sponsored by Cantor or otherwise, our ability to build out successful succession plans, the impact of absence due to illness or leave of certain officers or employees and our ability to attract, retain, motivate and integrate new employees, and our ability to enforce post-employment restrictive covenants on awards previously granted to certain of our key employees and future awards or otherwise, and the Federal Trade Commission’s ban on non-compete provisions (which has been set aside pending appeal), which may impact our employment arrangements and awards if such ban ultimately comes into effect;

• the effects on our business of Howard W.

Lutnick’s intended divestiture of his interests in us, Cantor and CFGM;

and foreign tax and compliance matters, including regulatory examinations, inspections, audits, investigations and enforcement actions, unavailability of certain tax credits or reliefs or additional tax liabilities or assessments, and any resulting costs, increased financial and capital requirements, enhanced oversight, remediation, fines, penalties, sanctions, and changes to or restrictions or limitations on specific activities, including potential delays in accessing markets, including due to our regulatory status and actions, operations, and compensatory arrangements, and growth opportunities, including acquisitions, hiring, and new businesses, products, or services, as well as risks related to our taking actions to ensure that we and our subsidiaries are not deemed investment companies under the Investment Company Act;

• factors related to specific transactions or series of transactions, including credit, performance, and principal risk, trade failures, potential counterparty failures, and the impact of fraud and unauthorized trading;

• costs and expenses of developing, maintaining, and protecting our intellectual property, utilizing third-party software licensed under “open source” licenses, as well as employment, regulatory, and other litigation and proceedings, and their related costs, including costs and expenses related to acquisitions and other matters, including judgments, indemnities, fines, or settlements paid, reputational risk, requirements that we stop selling or redesign affected products or services, rebrand or restrict our products or services or pay damages to satisfy indemnification commitments with our customers, and the impact thereof on our financial results and cash flows in any given period;

• certain other financial risks, including the possibility of future losses, indemnification obligations, assumed liabilities, reduced cash flows from operations, increased leverage, reduced availability under our credit agreements, and the need for short- or long-term borrowings, including from Cantor, our ability to refinance our indebtedness, including in the credit markets, on acceptable terms and rates, and changes to interest rates and market liquidity or our access to other sources of cash relating to acquisitions, dispositions, or other matters, potential liquidity and other risks relating to our ability to maintain continued access to credit and the availability of financing necessary to support our ongoing business needs, on terms acceptable to us, if at all, and risks associated with the resulting leverage, including potentially causing a reduction in our credit ratings and associated outlooks and increased borrowing costs as well as interest rate and foreign currency exchange rate fluctuations;

• risks associated with the temporary or longer-term investment of our available cash, including in the BGC OpCos, defaults or impairments on our investments (including investments in non-marketable securities), joint venture interests, stock loans or cash management vehicles and collectability of loan balances owed to us by employees, the BGC OpCos or others;

• the impact of any restructuring or similar other transformative transactions, acquisitions, or divestitures on our ability to enter into marketing and strategic alliances or business combinations and attract investors or partners or engage in restructuring, rebranding or other transactions in the financial services and other industries, including acquisitions, divestitures, tender offers, exchange offers, dispositions, reorganizations, partnering opportunities and joint ventures, the failure to realize the anticipated benefits of any such transactions, relationships or growth, and the future impact of any such transactions, relationships or growth on our other businesses and our financial results for current or future periods, the integration of any completed acquisitions and the use of proceeds of any completed dispositions or divestitures, the impact of amendments and/or terminations of any strategic arrangements, and the value of and any hedging entered into in connection with consideration received or to be received in connection with such dispositions and any transfers thereof;

• our estimates or determinations of potential value with respect to various assets or portions of our businesses, including Fenics, FMX and other businesses;

• our ability to manage turnover and hire, train, integrate and retain personnel, including brokers, salespeople, managers, technology professionals and other front-office personnel, back-office and support services, and departures of senior personnel;

• our ability to expand the use of technology and maintain access to the intellectual property of others for Hybrid and Fully Electronic trade execution in our product and service offerings, and otherwise;

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• the impact of unexpected market moves and similar events;

• information technology risks, including capacity constraints, failures, or disruptions in our systems or those of the clients, counterparties, exchanges, clearing facilities, or other parties with which we interact, including increased demands on such systems and on the telecommunications infrastructure from remote working, cyber-security risks and incidents, compliance with regulations requiring data minimization and protection and preservation of records of access and transfers of data, privacy risk and exposure to potential liability and regulatory focus;

• the effectiveness of our governance, risk management, and oversight procedures and impact of any potential transactions or relationships with related parties;

• information technology risks, including capacity constraints, failures, or disruptions in our operational systems or infrastructure, or those of our clients, counterparties, exchanges, clearing facilities, or other parties with which we interact, including increased demands on such systems and on the telecommunications infrastructure from remote working, cybersecurity risks and incidents, compliance with regulations requiring data minimization and protection and preservation of records of access and transfers of data, privacy risk and exposure to potential liability and regulatory focus;

• the expansion of our cybersecurity processes to include new businesses, or the integration of the cybersecurity processes of acquired businesses;

• the effectiveness of our governance, risk management, and oversight procedures and the impact of any potential transactions or relationships with related parties;

• the impact of our ESG or “sustainability” ratings on the decisions by clients, investors, ratings agencies, potential clients and other parties with respect to our businesses, investments in us, our borrowing opportunities or the market for and trading price of BGC Class A common stock, Company Debt Securities, or other matters, as well as the impact and potential cost to us of any policies, legislation, or initiatives in opposition to our ESG or “sustainability” policies;

• the fact that the prices at which shares of our Class A common stock are or may be sold in offerings, acquisitions, or other transactions may vary significantly, and purchasers of shares in such offerings or other transactions, as well as existing stockholders, may suffer significant dilution if the price they paid for their shares is higher than the price paid by other purchasers in such offerings or transactions;

• the impact of reductions to our dividends and the timing and amounts of any future dividends, including our ability to meet expectations with respect to payments of dividends and repurchases of shares of our Class A common stock, or other equity interests in us or any of our other subsidiaries, including from Cantor, our executive officers, other employees, and others, and the net proceeds to be realized by us from offerings of shares of BGC Class A common stock and Company Debt Securities, and our ability to pay any excise tax that may be imposed on the repurchase of shares;

• the impact of any potential future changes in our capital deployment priorities or any future reductions to our dividends and the timing and amounts of any future dividends, including on our stock price and on our ability to meet expectations with respect to payments of dividends and repurchases of shares of our Class A common stock, or other equity interests in us or any of our other subsidiaries, including from Cantor, our executive officers, other employees, and others, and our ability to pay any excise tax that may be imposed on the repurchase of shares;

• the effect on the markets for and trading prices of our Class A common stock and Company Debt Securities of various offerings and other transactions, including offerings of our Class A common stock and convertible or exchangeable debt or other securities, our repurchases of shares of our Class A common stock or other equity interests in us or in our subsidiaries, our payment of dividends on our Class A common stock, convertible arbitrage, hedging, and other transactions engaged in by us or holders of our outstanding shares, Company Debt Securities or other securities, share sales and stock pledges, stock loans, and other financing transactions by holders of our shares (including by Cantor or others), including of shares acquired pursuant to our employee benefit plans, corporate restructurings, acquisitions, conversions of shares of our Class B common stock and our other convertible securities into shares of our Class A common stock, and distributions of our Class A common stock by Cantor to its partners.

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OVERVIEW AND BUSINESS ENVIRONMENT

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

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

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

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

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, the Company offers several trade execution, market infrastructure and connectivity services, as well as post-trade services.

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

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

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

As of December 31, 2023, the Company had 2,104 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.

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.

Corporate Conversion

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

As a result of the Corporate Conversion, BGC Group became the public holding company for, and successor to, BGC Partners, and its Class A common stock began trading on Nasdaq, in place of BGC Partners’ Class A common stock, under the ticker symbol “BGC.” Upon completion of the Corporate Conversion, the former stockholders of BGC Partners and the former limited partners of BGC Holdings now participate in the economics of the BGC businesses through BGC Group.

Effective as of 12:01 a.m., Eastern Time, on July 1, 2023, BGC Holdings reorganized from a Delaware limited partnership into a Delaware limited liability company through a merger with and into Holdings Merger Sub, with Holdings Merger Sub continuing as a direct subsidiary of BGC Partners.

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an increase in the authorized shares of BGC Group Class B common stock to 300,000,000;

and a provision providing for exculpation to officers of BGC Group pursuant to Section 102(b)(7) of the Delaware General Corporation Law.

and a provision providing for exculpation to officers of BGC Group pursuant to Section 102(b)(7) of the DGCL.

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

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Master Administrative Services Agreement.

FMX, our electronic U.S.

Treasury, Rates futures and Spot FX platform, represents the unique opportunity to reshape the U.S.

interest rate cash and futures market.

Treasury platform, Fenics UST, grew its market share to 26% for the fourth quarter of 2023, up from 25% in the third quarter of 2023, and 20% a year ago.

FMX includes the world’s fastest growing cash U.S.

Treasuries marketplace, FMX UST, and its spot foreign exchange platform, FMX FX, along with its newly launched U.S.

interest rate futures exchange.

FMX is challenging the CME’s leading position in U.S.

interest rate futures, cash U.S.

Treasuries and spot foreign exchange.

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

interest rate futures products, the largest and most widely traded futures contracts in the world.

The Company intends to launch the FMX Futures Exchange in the summer of 2024 and the Company plans to discuss our strategic partners and further details on, or before, our first quarter 2024 earnings call.

interest rate futures products, the most widely traded futures contracts in the world.

The FMX Equity Partners contributed $171.7 million between April 23, 2024 and April 24, 2024 into FMX in exchange for a 25.75% ownership interest at a post-money equity valuation of $666.7 million.

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

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

The FMX Futures Exchange launched with five FCMs, Goldman Sachs, J.P.

Morgan, Marex, RBC, and Wells Fargo.

FMX expects to have at least 10 FCMs connected before the launch of U.S.

Treasury futures around the end of the first quarter of 2025.

For the purposes of this document and subsequent SEC filings, all of our higher margin, technology-driven businesses are referred to as Fenics.

The Company categorizes our Fenics businesses as Fenics Markets and Fenics Growth Platforms.

We categorize our Fenics businesses as Fenics Markets and Fenics Growth Platforms.

Fenics Markets includes the fully electronic portion of BGC’s brokerage businesses, data, network and post-trade revenues that are unrelated to Fenics Growth Platforms, as well as Fenics Integrated revenues.

Fenics Growth Platforms includes Fenics UST,

Fenics GO, Lucera, Fenics FX, Portfolio Match and other newer standalone platforms.

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

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

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

Historically, technology-based product growth has led to higher margins and greater profits over time for exchanges and wholesale financial intermediaries alike, even if overall Company revenues remain consistent.

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Over time, the conversion of exchange-traded and OTC markets to fully electronic trading has also typically led to an increase in volumes which offset lower commissions, and often lead to similar or higher overall revenues.

The Company has been a pioneer in creating and encouraging hybrid and fully electronic execution, and the Company continually works with our customers to expand such trading across more asset classes and geographies.

These electronic markets for OTC products have grown as a percentage of overall industry volumes over the past decade as firms like BGC have invested in the kinds of technology favored by our customers.

Regulation across banking, capital markets, and OTC derivatives has accelerated the adoption of fully electronic execution, and the Company expects this demand to continue.

The Company also believes that new clients, beyond our large bank customer base, will primarily transact electronically across our Fenics platforms.

We have been a pioneer in creating and encouraging hybrid and fully electronic execution, and we continually work with our customers to expand such trading across more asset classes and geographies.

Over the past decade, electronic markets for OTC products have grown as a percentage of overall industry volumes as firms like ours have invested in the kinds of technology favored by our customers.

Regulation across banking, capital markets, and OTC derivatives has accelerated the adoption of fully electronic execution, and we expect this demand to continue.

We also believe that new clients, beyond our large bank customer base, will primarily transact electronically across our Fenics platforms.

The combination of wider adoption of hybrid and fully electronic execution and our competitive advantage in terms of technology and experience has contributed to our strong growth in electronically traded products.

The Company continues to invest in our high-growth, high-margin, technology-driven businesses, including our standalone fully electronic Fenics Growth Platforms.

Fenics has exhibited strong growth over the past several years, and the Company believes that this growth has outpaced the wholesale brokerage industry.

The Company expects this trend to accelerate as the Company continues to convert more of our Voice/Hybrid execution into higher-margin, technology-driven execution across our Fenics platforms and continue to grow our Fenics Growth Platforms.

The Company expects to benefit from the trend towards electronic trading, increased demand for market data, and the need for increased connectivity, automation, and post-trade services.

The Company continues to onboard new customers as the opportunities created by electronic and algorithmic trading continue to transform our industry.

The Company continues to roll out our next-generation Fenics execution platforms across more products and geographies with the goal of seamlessly integrating the liquidity of voice transactions with customer electronic orders either by a GUI, API, or web-based interface.

We continue to invest in our high-growth, high-margin, technology-driven businesses, including our standalone fully electronic Fenics Growth Platforms.

Fenics has exhibited strong growth over the past several years, and we believe that this growth has outpaced the wholesale brokerage industry.

We expect this trend to continue as we continue to convert more of our Voice/Hybrid execution into higher-margin, technology-driven execution and continue to grow our Fenics Growth Platforms.

We expect to benefit from the trend towards electronic trading, increased demand for market data, and the need for increased connectivity, automation, and post-trade services.

We continue to onboard new customers as the opportunities created by electronic and algorithmic trading continue to transform our industry.

We continue to roll out our next-generation Fenics execution platforms across more products and geographies with the goal of seamlessly integrating the liquidity of voice transactions with customer electronic orders either by a GUI, API, or web-based interface.

Revenues in our Fenics businesses increased 8.6% to $142.1 million in the fourth quarter of 2024 and 9.4% to $570.8 million for the year ended December 31, 2024, in each case compared to the prior year period.

Within our Fenics businesses, Fenics Markets revenue grew 6.4% to $116.7 million in the fourth quarter of 2024 and 6.6% to $476.0 million for the year ended December 31, 2024, in each case compared to the prior year period.

Fenics Markets growth was driven by higher electronic Rates and Credit volumes, along with strong Fenics Market Data subscription revenues.

Fenics Market Data signed new customer contracts in the fourth quarter of 2023 with an aggregate contract value 30% higher compared to the same period last year.

Fenics Markets growth was driven by higher electronic volumes across Rates and Foreign Exchange, as well as higher market data revenues, partially offset by lower credit volumes.

Fenics Growth Platforms revenue grew 20.2% to $25.5 million in the fourth quarter of 2024 and 26.3% to $94.8 million for the year ended December 31, 2024, in each case compared to the prior year period.

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The Company continues to invest in our Fenics Growth Platforms, and notable highlights for the fourth quarter of 2024 compared to the prior year period include:

• Fenics UST revenue increased by over 70% on a 38% improvement in average daily volume.

• PortfolioMatch grew its U.S.

credit volumes more than three-fold year-over-year, achieving record revenues.

PortfolioMatch continues to onboard new accounts and increase its market share in its rapidly growing segment of the market.

• Capitalab, our post-trade business, generated revenue growth of nearly 90%, driven by higher interest rate compression and foreign exchange matching volumes.

• FMX UST generated ADV of over $52 billion for the fourth quarter, up 28% compared to last year.

This translated to over 30% market share for the fourth quarter, up from 29% last quarter and 26% a year ago.

• FMX FX volumes improved by approximately 80% compared to last year on record ADV of more than $11 billion.

FMX FX continues to expand its market share in the enormous global foreign exchange market.

• FMX Futures Exchange continues to connect the world’s largest FCMs, recently onboarding FMX’s partners, Bank of America, Barclays and Citi.

FMX expects to have at least 10 FCMs connected before the launch of U.S.

Treasury futures around the end of the first quarter 2025.

As FMX continues to connect and integrate more FCMs, ADV and open interest on the FMX Futures Exchange are expected to meaningfully accelerate.

• PortfolioMatch ADV increased more than 150% due to strong growth across both U.S.

and European credit volumes.

• Lucera, Fenics’ network business that provides critical real-time trading infrastructure to the capital markets, grew its revenue by over 33% and continues to expand its revenue pipeline.

Total revenues from our high-margin Data, network and post-trade business, which is predominately comprised of recurring revenue, were up 10.3% to $32.6 million in the fourth quarter of 2024 and 13.9% to $127.0 million for the year ended December 31, 2024, in each case over the prior year period.

Data, network and post-trade revenue growth for the fourth quarter of 2023 was driven by Fenics Market Data and Lucera, our network business.

Data, network and post-trade revenues increased by 10.3% to $32.6 million.

This growth was primarily driven by strong subscription-based revenue growth across Fenics Market Data and Lucera, partially offset by lower post-trade revenues due to the sale of BGC’s Capitalab business in the fourth quarter.

Revenues for Data, network and post-trade, excluding the impact of Capitalab, grew by more than 20% year-over-year.

Fenics brokerage revenues increased by 8.2% to $109.5 million in the fourth quarter of 2024 and 8.2% to $443.7 million for the year ended December 31, 2024, in each case over the prior year period.

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Fenics represented 24.8% of BGC’s overall revenue in the fourth quarter of 2024 compared to 24.8% in the fourth quarter of 2023, and 25.2% for the year ended December 31, 2024 compared to 25.2% in the year ended December 31, 2023.

On October 22, 2024, the Company announced that it had executed a definitive agreement to acquire OTC Global.

The closing of the proposed acquisition of OTC Global, which is expected to be a substantially all cash transaction, is subject to customary closing conditions, including the receipt of applicable regulatory approvals.

On October 1, 2024, the Company completed the acquisition of Sage, an energy and environmental brokerage firm.

This acquisition will expand BGC’s energy brokerage services in the U.S.

and support BGC’s global growth efforts across ECS.

Both the Sage acquisition at the beginning of the fourth quarter of 2024 and the anticipated acquisition of OTC Global are expected to be immediately accretive.

On November 1, 2023, the Company completed the acquisition of ContiCap, an independent financial product intermediary specializing in emerging markets.

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On February 28, 2023, the Company completed the acquisition of Trident, primarily operating as a commodity brokerage and research company, offering OTC and exchange traded energy and environmental products.

On July 30, 2021, the Company completed the purchase of the Futures Exchange Group for a purchase price of $4.9 million at closing, plus the cash held at closing by the Futures Exchange Group, and an earn-out, only payable out of our portion of the profits of the Futures Exchange Group, capped at the amount Cantor contributed to the Futures Exchange Group prior to closing.

The Futures Exchange Group acquisition has been determined to be a combination of entities under common control that resulted in a change in the reporting entity.

Accordingly, the financial results of the Company have been recast to include the financial results of the Futures Exchange Group in the current and prior periods as if the Futures Exchange Group had always been consolidated.

The assets and liabilities of the Futures Exchange Group have been recorded in the Company’s Consolidated Statements of Financial Condition at the seller’s historical carrying value.

The purchase of the Futures Exchange Group was accounted for as an equity transaction for the period ended September 30, 2021 (the period in which the transaction occurred).

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

The investment in the Insurance brokerage business generated an internal rate of return of 21.2% for our shareholders.

The sale of the business did not represent a strategic shift that would have a major effect on the Company’s operations and financial results and was, therefore, not classified as discontinued operations.

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

For further information regarding the sale of our Insurance brokerage business, please see our Current Report on Form 8-K filed with the SEC on November 1, 2021, as well as Note 5—“Divestitures” to our Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10‑K.

Unvested equity and other awards previously granted by BGC to employees of its Insurance brokerage business were converted into the right to receive a cash payment from BGC;

a significant portion of these awards were 50% vested and paid in cash at closing, with the remaining 50% vesting and paid in cash two years after closing.

The remaining portion of these awards was 100% vested and paid in cash two years after the closing.

The payments after closing were only made if the applicable employee remained an employee of the Insurance brokerage business.

On December 3, 2024, the Company announced the sale of Capitalab, which was part of its post-trade business, to Capitolis.

BGC will retain its high-growth, post-trade foreign exchange risk reduction business, which was previously included under the Capitalab brand and will be renamed Fenics NDF Match.

As a result of this sale, the Company recognized a $39.0 million gain, net of banking fees, other professional fees, and compensation expenses, which is included in “Gains (losses) on divestitures and sale of investments” in the Company’s Consolidated Statements of Operations during the year ended December 31, 2024.

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

Brands and Trademarks

Amerex, Aurel, Aurel BGC, Caventor, CBID, Conticap, CreditMatch, BGC, BGC Group, BGC Partners, BGC Trader, ELX, Euro Brokers, Fenics, Fenics.com, Fenics Markets Xchange, Fenics Digital, FMX UST, FMX FX, Fenics Direct, Fenics MID, Fenics MD, Fenics Market Data, Fenics GO, Fenics PortfolioMatch, FMX, FMX Futures, FMX Markets Xchange, FMX UST, FMX FX, FMX Repo, FMX NDF, GFI, GFI Ginga, kACE 2 , Lake Securities, Latium Capital, LumeFX, LumeMarkets, Lucera, Martin Brokers, Maxcor, Matchbox, Mint, MIS Brokers, Open Energy, Perimeter Markets Inc., Poten & Partners, RP Martin, Tower Bridge, Sage, Sunrise Brokers, and VolumeMatch are among the trademarks/service marks and/or registered trademarks/service marks of BGC Group and/or its affiliates in the U.S.

and/or other jurisdictions.

Other Matters

In February 2022, the U.S., U.K., EU, and other countries imposed sanctions on Russian counterparties, and as a result BGC has ceased trading with those clients.

The Company derived less than one percent of total revenue from its Moscow branch and sanctioned Russian counterparties.

The Company derived less than 1% of total revenue from its Moscow branch and sanctioned Russian counterparties.

During the years ended December 31, 2024 and 2023, the Company reserved $4.0 million and $9.0 million, respectively, in connection with unsettled trades and receivables with sanctioned Russian entities.

Recent Developments / Tax Policy Changes

On August 16, 2022, the IR Act was signed into federal law.

The IR Act provides for, among other things, a new corporate alternative minimum tax based on 15% of adjusted financial statement income for applicable corporations.

The IR Act also provides for a new U.S.

federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly

corporations and certain U.S.

subsidiaries of publicly traded foreign corporations.

The excise tax is imposed on the repurchasing corporation itself and not its stockholders from which the shares are repurchased.

In addition, certain exceptions apply to the excise tax.

These tax provisions of the IR Act were effective January 1, 2023.

The IR Act and related regulatory developments did not have a material impact on our financial statements nor is it expected to have a material impact in future periods.

On July 1, 2021, the OECD released a statement on the Two-Pillar Solution to Address the Tax Challenges Arising From the Digitalization of the Economy, reflecting the agreement of 130 of the member jurisdictions of the Inclusive Framework on some key parameters with respect to Pillars I and II.

The objective is to introduce a global minimum tax rate of 15% applicable to multinational groups with global book revenue in excess of EUR 750 million.

The tax has the effect of increasing the ETR to 15% in jurisdictions where the ETR calculated under the GloBE Rules is under 15%.

Tax Policy Changes

Pillar 2 is part of the Organization for Economic Co-Operation and Development/G20 Inclusive Framework on Base Erosion and Profit Shifting, which is part of a global initiative to address tax avoidance and ensure that multinational enterprises pay their fair share of taxes.

The Pillar 2 framework introduces a global minimum tax rate of 15% for multinational companies.

In December 2022, the Council of the EU unanimously adopted the EU Minimum Tax Directive, which would require member states to implement these rules.

Due to complexities in applying the legislation and calculating GloBE income, the detailed quantitative impact of the enacted or substantively enacted legislation is not yet reasonably estimable.

Management performed a high-level analysis of the potential impact of the Pillar Two provisions on its multinational activities.

Based on that analysis, management does not believe that the Pillar Two tax regime will result in a material increase to its tax expense.

Management will continue to evaluate the potential impact the Pillar Two Framework may have on the future results of operations and financial condition.

In the UK, Pillar 2 was adopted after royal assent was given in July 2023.

Management performed Pillar 2 calculations for the necessary jurisdictions for the 2024 fiscal year and determined that the minimum global effective tax did not have a material impact on our 2024 tax rate.

Financial Services Industry

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Due largely to the impacts of the global financial crisis of 2008-2009, our businesses had faced more challenging market conditions from 2009 until the second half of 2016.

Accommodative monetary policies were enacted by several major central banks, including the Federal Reserve, Bank of England, Bank of Japan and the European Central Bank, in response to the global financial crises.

These policies resulted in historically low levels of volatility and interest rates across many of the financial markets in which the Company operates.

Accommodative monetary policies were enacted by several major central banks, including the Federal Reserve, Bank of England, Bank of Japan and the ECB, in response to the global financial crises.

These policies resulted in historically low levels of volatility and interest rates across many of the financial markets in which we operate.

The global credit markets also faced structural issues, such as increased bank capital requirements under Basel III.

Consequently, these factors contributed to lower trading volumes in our Rates and Credit asset classes across most geographies in which the Company operated.

Consequently, these factors contributed to lower trading volumes in our Rates and Credit asset classes across most geographies in which we operated.

From mid-2016 until the first quarter of 2020, the overall financial services industry benefited from sustained economic growth, lower unemployment rates in most major economies, higher consumer spending, the modification or repeal of certain U.S.

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and other G8 countries led many central banks to begin and/or announce tapering and unwinding of asset purchases under quantitative easing programs, as well as implement multiple interest rate hikes.

Manufactured zero and near-zero interest rates over the last fourteen years caused the breakdown and disappearance of the historic correlation between issuance and trading volume growth.

With meaningful interest rates and issuance that is multiples above 2008 levels, the Company believes the return of this strong positive correlation will drive our trading volumes significantly higher.

This has set the stage for broad-based growth across BGC’s businesses and asset classes.

The recent change in central bank monetary policies away from zero interest rates, following the highest inflation in decades, together with rising interest rates set the stage for a resurgence in secondary market trading volumes for rates, credit and foreign exchange.

For more than fourteen years, BGC and the entire financial service industry’s trading volumes had been constrained by low interest rates and quantitative easing.

The Company believes BGC is well positioned to benefit from the return of interest rates, which the Company expects to drive our trading volumes, revenue and profitability higher for the foreseeable future.

During the fourteen years between 2008 and 2022, BGC and the entire financial service industry’s trading volumes were constrained by low interest rates and quantitative easing.

Manufactured zero and near-zero interest rates caused the breakdown and disappearance of the historic correlation between issuance and trading volume growth.

The recent change in central bank monetary policies away from zero interest rates, following the highest inflation in decades, together with meaningful interest rates set the stage for a resurgence in secondary market trading volumes for rates, credit and foreign exchange.

We believe the return of this strong positive correlation in the current macro trading environment, which has meaningful interest rates and issuance that is multiples above 2008 levels, positions BGC to benefit and drive its trading volumes, revenue and profitability higher for the foreseeable future.

Industry Consolidation

Over the past decade, there has been significant consolidation among the interdealer-brokers and wholesale brokers with which the Company competes.

The Company continues to compete with the electronic markets, post-trade and information businesses of NEX, that are part of CME now, through the various offerings on our Fenics platform.

The Company will also continue to compete with TP ICAP and Tradition across various Voice/Hybrid brokerage marketplaces as well as via Fenics.

Additionally, there have been an increase in acquisitions of OTC trading platforms by exchanges and electronic marketplaces such as ICE buying BondPoint and TMC Bonds, Deutsche Börse buying 360T, CBOE buying Hotspot, MarketAxess buying LiquidityEdge, Tradeweb buying Nasdaq’s U.S.

Fixed Income Electronic Trading Platform, LSEG acquiring Quantile, etc.

The Company views the recent consolidation in the industry favorably, as the Company expects it to provide additional operating leverage to our businesses in the future.

Over the past decade, there has been significant consolidation among the interdealer-brokers and wholesale brokers with which we compete.

We continue to compete with the electronic markets and market data businesses of the CME, primarily through our FMX businesses where we compete in U.S.

Treasuries, U.S.

interest rate futures, and foreign exchange products.

We also continue to compete with TP ICAP and Tradition across various Voice/Hybrid brokerage marketplaces as well as via Fenics.

Additional strategic acquisitions of OTC trading platforms by exchanges and electronic marketplaces include ICE buying BondPoint and TMC Bonds, Deutsche Börse buying 360T, CBOE buying Hotspot, MarketAxess buying LiquidityEdge, Tradeweb buying Nasdaq’s U.S.

Fixed Income Electronic Trading Platform, r8fin and ICD, LSEG acquiring Quantile, etc.

We view the consolidation in the industry favorably, as we expect it to provide additional operating leverage to our businesses in the future.

Growth Drivers

As a wholesale intermediary in the financial services industry, our businesses are driven primarily by secondary trading volumes in the markets in which the Company brokers, the size and productivity of our front-office headcount including brokers, salespeople, managers, technology professionals and other front-office personnel, regulatory issues, and the percentage of our revenues the Company is able to generate by Fully Electronic means.

As a wholesale intermediary in the financial services industry, our businesses are driven primarily by secondary trading volumes in the markets in which we broker, the size and productivity of our front-office personnel, regulatory issues, and the percentage of our revenues we are able to generate by Fully Electronic means.

BGC’s revenues tend to have low correlation in the short- and medium-term with global bank and broker-dealer sales and trading revenues, which reflect bid-ask spreads and mark-to-market movements, as well as industry volumes in both the primary and secondary markets.

Below is a brief analysis of the market and industry volumes for some of our products, including our overall Hybrid and Fully Electronic execution activities.

Below is a brief analysis of the market and industry volumes for some of our products, including our overall Voice/Hybrid and Fully Electronic execution activities.

Overall Market Volumes and Volatility

Volume is driven by a number of factors, including the level of issuance for financial instruments, price volatility of financial instruments, macro-economic conditions, creation and adoption of new products, regulatory environment, and the introduction and adoption of new trading technologies.

Historically, increased price volatility has often increased the demand for hedging instruments, including many of the cash and derivative products that the Company brokers.

Volume is driven by a number of factors, including the level of issuance for financial instruments, price volatility of financial instruments, central bank policies, macro-economic conditions, creation and adoption of new products, regulatory environment, and the introduction and adoption of new trading technologies.

Historically, increased price volatility has often increased the demand for hedging instruments, including many of the cash and derivative products that we broker.

Rates volumes in particular are influenced by market volumes and, in certain instances, volatility.

Historically low and negative interest rates, as well as central bank quantitative easing programs, across the globe significantly reduced the overall trading appetite for rates products.

Such programs have depressed rates volumes because they entail central banks buying government securities or other securities in the open market in an effort to promote increased lending and liquidity and bring down long-term interest rates.

Such programs depressed rates volumes because they entail central banks buying government securities or other securities in the open market in an effort to promote increased lending and liquidity and bring down long-term interest rates.

When central banks hold these instruments, they tend not to trade or hedge, thus lowering rates volumes across cash and derivatives markets industry-wide.

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Beginning in 2022 inflationary concerns have resulted in rising interest rates and tapering and/or unwinding of central bank asset purchases.

The return of interest rates has led to improved macro trading conditions which BGC has benefited in 2023.

Management expects this improved environment to continue throughout 2024.

The return of interest rates has led to improved macro trading conditions which has benefited BGC.

This improved backdrop is expected to support both BGC’s Fenics and Voice/Hybrid businesses for the foreseeable future.

Additional factors have weighed on market volumes in the products the Company brokers.

Additional factors have weighed on market volumes in the products we broker.

For example, the Basel III accord, implemented in late 2010 by the G-20 central banks, is a global regulatory framework on bank capital adequacy, stress testing and market liquidity risk that was developed with the intention of making banks more stable in the wake of the financial crisis by increasing bank liquidity and reducing bank leverage.

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These capital rules have made it more expensive for banks to hold non-sovereign debt assets on their balance sheets, and as a result, analysts say that banks have reduced their proprietary trading activity in corporate and asset-backed fixed income securities as well as in various other OTC cash and derivative instruments.

The Company believes that this has further reduced overall market exposure and industry volumes in many of the products the Company brokers, particularly in Credit.

During the year ended December 31, 2023, industry volumes were generally higher across Rates and Energy and Commodities.

Secondary trading volumes were mixed across FX and Credit, while volumes were generally lower across Equities.

BGC’s brokerage revenues were up by 16.1% year-on-year in the quarter.

This growth was led by a 42.3% improvement in BGC’s Energy and Commodities business, driven by strong double-digit growth across our energy complex and our environmental products, including our weather derivatives business.

Rates revenues increased by 26.1%, reflecting broad-based growth across interest rate products.

Foreign Exchange revenues improved by 7.5%, driven by higher volumes across G10 and emerging markets currencies.

Credit revenues decreased by 3.6% primarily due to a strong comparable period a

year ago, partially offset by higher volumes across emerging markets, U.S.

and UK credit products.

Equities revenues declined by 3.8%, reflecting lower cash equity volumes, partially offset by higher equity derivatives activity.

We believe that this has further reduced overall market exposure and industry volumes in many of the products we broker, particularly in Credit.

During the year ended December 31, 2024, industry volumes were higher across Rates, ECS, FX, and Credit compared to the prior year period, while volumes were generally mixed across Equities.

BGC’s brokerage revenues were up by 11.2% year-on-year, reflecting broad-based growth across all geographies and strong double-digit revenue growth across BGC’s three largest asset classes, Rates, ECS and FX.

Below is an expanded discussion of the volume and growth drivers of our various brokerage product categories.

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Our Rates business is influenced by a number of factors, including global sovereign issuances, interest rates, central bank policies, secondary trading and the hedging of these sovereign debt instruments.

The amount of global sovereign debt outstanding remains at historically high levels;

the level of secondary trading and related hedging activity was generally higher during 2023 compared to the prior year period.

According to Bloomberg and the Federal Reserve Bank of New York, the average daily volume of U.S.

The amount of global sovereign debt outstanding remains at historically high levels, and recent and potential future monetary policy changes by major central banks have given rise to higher levels of interest rate trading activity and are expected to provide continued tailwinds to our Rates business.

The level of secondary trading and related hedging activity was higher during 2024 compared to the prior year period.

According to Bloomberg and the Federal Reserve Bank of New York, the Primary Dealer average daily volume of U.S.

Government Securities was up 16%.

Over the same time period, listed products on CME were up 16%, while interest rate swap volumes traded on SEF were down 5% compared to 2022, according to Clarus.

Over the same time period, listed products on CME were up 10%, and OTC interest rate derivative volumes traded on SEF were up 27% compared to 2023, according to Clarus.

In comparison, our overall Rates revenues were up 12.2% as compared to a year earlier to $685.0 million.

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This is largely because our Voice, Hybrid, and Fully Electronic Rates desks often have volume discounts built into their price structure, which results in our Rates revenues being less volatile than the overall industry volumes.

Overall, analysts and economists expect the absolute level of sovereign debt outstanding to remain at elevated levels for the foreseeable future as governments finance their future deficits and roll over their sizable existing debt.

Additionally, yields on government bonds have steadily increased over the course of 2022 and 2023, which has given rise to increased volatility and higher demand to hedge interest rate exposure.

The tapering and/or unwinding of asset purchases by central banks and, interest rate hikes, along with elevated levels of government debt issuance, are expected to provide tailwinds to our Rates business.

FX Volumes and Volatility

Global FX volumes were mixed during 2023.

Volumes for CME FX futures and options and CME EBS spot FX were down 3%, and 14%, respectively, and Cboe FX was up 9%.

ECS volumes were higher during 2024 compared to the prior year period.

CME and ICE energy futures and options volumes were up 17% and 24%, respectively.

In comparison, BGC’s ECS revenues increased by 25.1% to $483.2 million.

Foreign Exchange Volumes and Volatility

Global foreign exchange volumes were higher during 2024 compared to the prior year period.

Volumes for CME FX futures and options and CME EBS spot FX were up 8%, and 5%, respectively, and Cboe FX was up 4%.

In comparison, our overall FX revenues increased by 14.0% to $358.7 million.

Equities Volumes

Global equity volumes were generally lower during 2023.

According to the Securities Industry and Financial Markets Association, or SIFMA, the average daily volume of U.S.

cash equities was down 7%, as compared to a year earlier.

Over the same timeframe, Eurex average daily volumes of equity and equity index derivatives were down 7% and Euronext equity derivative index volumes were down 14%.

However, according to the OCC, the average daily volume of U.S.

options was up 8%.

BGC’s equity business primarily consists of equity derivatives, particularly European equity derivatives.

Our overall revenues from Equities increased by 0.9% to $236.5 million.

Credit Volumes

Our Credit business is impacted by the level of global corporate bond issuance and interest rates.

Credit volumes were generally mixed during 2023.

Credit volumes were higher during 2024 compared to the prior year period.

FINRA TRACE average daily volume for U.S.

Investment Grade was up 24% and U.S.

High Yield was down by 1% according to Bloomberg and the Federal Reserve Bank of New York.

High Yield was up by 14% according to Bloomberg.

In comparison, our overall Credit revenues increased by 0.9% to $287.4 million.

Energy and Commodities Volumes

Energy and Commodities volumes were higher during 2023 compared with the year earlier.

CME and ICE energy futures and options volumes were up 5% and 18%, respectively.

In comparison, BGC’s Energy and Commodities revenues increased by 32.4% to $386.2 million.

Equities Volumes

Global equity volumes were generally mixed during 2024.

According to the Securities Industry and Financial Markets Association, or SIFMA, the average daily volume of U.S.

cash equities was up 10%, as compared to a year earlier.

Over the same timeframe, Eurex average daily volumes of equity and equity index derivatives were down 4% and Euronext equity derivative index volumes were down 10%.

However, according to the OCC, the average daily volume of U.S.

options was up 10%.

Our Equities business primarily consists of equity derivatives and, our overall revenues from Equities increased by 5.3% to $223.9 million.

FINANCIAL OVERVIEW

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We offer our brokerage services in five broad product categories:

Rates, FX, Energy and Commodities, Credit, and Equities.

We previously offered Insurance brokerage services;

however, we sold our Insurance brokerage business to The Ardonagh Group on November 1, 2021.

Rates, ECS, FX, Credit, and Equities.

The chart below details brokerage revenues by product category and by Voice/Hybrid versus Fully Electronic (in thousands):

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Rates $ 685,032 $ 610,451 $ 549,503

483,232 386,206 291,665

FX 358,693 314,706 299,721

Energy and Commodities

287,377 284,744 271,419

Credit 284,744 271,419 287,608

Equities 223,912 236,517 234,493

Insurance — — 178,087

Total brokerage revenues $ 2,038,246 $ 1,832,624 $ 1,646,801

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Rates 33.6 % 33.3 % 33.4 %

FX 17.2 18.2 16.1

Energy and Commodities

23.7 21.1 17.7

FX 17.6 17.2 18.2

Credit 14.1 15.5 16.5

Equities 11.0 12.9 14.2

Insurance — — 9.5

Total brokerage revenues 100.0 % 100.0 % 100.0 %

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In more mature markets, we offer Fully Electronic execution capabilities to our customers through our platforms, including Fenics and BGC Trader.

Our Hybrid platform allows our customers to trade on a Voice, Hybrid or, where available, Fully Electronic basis, regardless of whether the trade is OTC or exchange-based, and to benefit from the experience and market intelligence of our worldwide brokerage network.

Our Hybrid platform allows our customers to trade on a Voice, Hybrid or Fully Electronic basis, regardless of whether the trade is OTC or exchange-based, and to benefit from the experience and market intelligence of our worldwide brokerage network.

Our electronic capabilities include clearing, settlement, post-trade, and other back-office services as well as straight-through processing for our customers across several products.

Furthermore, we benefit from the operational leverage in our Fully Electronic platform.

We believe our Hybrid brokerage approach provides a competitive advantage over competitors who do not offer this full range of technology.

Our Rates business is focused on government debt, futures and currency, and both listed and OTC interest rate derivatives, which are among the largest, most global and most actively traded markets.

The main drivers of these markets are global macroeconomic forces such as growth, inflation, government budget policies and new issuances.

The FX market is one of the largest financial markets in the world.

FX transactions can either be undertaken in the spot market, in which one currency is sold and another is bought, or in the derivative market in which future settlement of the identical underlying currencies are traded.

We provide full execution OTC brokerage services in most major currencies, including all G8 currencies, emerging market, cross and exotic options currencies.

We provide our brokerage services in a wide range of credit instruments, including asset-backed securities, convertible bonds, corporate bonds, credit derivatives and high yield bonds.

Energy and Commodities

We believe our Voice/Hybrid brokerage approach provides a competitive advantage over competitors who do not offer this full range of technology.

We continue to experience strong growth in our Fully Electronic business and we expect this trend to continue;

however, the composition of our Fully Electronic business, as a percentage of our overall revenues, may fluctuate due to acquisitions, dispositions, changes in business mix and/or periods of heightened market volatility.

Our Rates business is focused on government debt, listed and OTC interest rate derivatives, and other interest rate products, which are globally among the largest and most actively traded markets.

The main drivers of these markets are global macroeconomic forces such as new issuances, inflation, and government budget and central bank policies.

Energy, Commodities, and Shipping

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

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

Foreign Exchange

The foreign exchange market is one of the largest financial markets in the world.

Foreign exchange transactions can either be undertaken in the spot market or derivatives market.

Our Foreign Exchange business is focused on providing execution services in most major currencies across all foreign exchange products, including spot FX, options, forwards and NDFs.

We provide our brokerage services in a wide range of credit instruments, including corporate bonds, emerging market bonds, credit default swaps, exotic credit derivatives, asset-back securities, and structured products.

We provide brokerage services in a range of markets for equity products, including cash equities, equity derivatives (both listed and OTC), equity index futures and options on equity products.

In prior years, we provided wholesale insurance and reinsurance broking solutions and underwriting services across the global marketplace, operating through the brands Ed Broking, Besso, Piiq Risk Partners and Junge, as well as the group’s managing general agents Cooper Gay, Globe Underwriting and Epsilon.

We sold our Insurance brokerage business on November 1, 2021 (see Note 5—“Divestitures” to our consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10‑K for additional information).

Data, network and post-trade

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Our market data product suite includes fixed income, interest rate derivatives, credit derivatives, FX, FX options, money markets, energy and equity derivatives and structured market data products and services.

The data are sourced from the Voice/Hybrid and fully electronic broking operations, as well as the market data operations, including BGC, GFI and RP Martin, among others.

It is made available to financial professionals, research analysts and other market participants via direct data feeds and BGC-hosted FTP environments, as well as via information vendors such as Bloomberg, Thomson Reuters, ICE Data Services, QUICK Corp., and other select specialist vendors.

Through our network solutions business, we provide customized software to broaden distribution capabilities and provide electronic solutions to financial market participants.

The network solutions business leverages our global infrastructure, software, systems, portfolio of intellectual property, and electronic trading expertise to provide customers with electronic marketplaces and exchanges and real-time auctions to enhance debt issuance and to customize trading interfaces.

We take advantage of the scalability, flexibility and functionality of our electronic trading system to enable our customers to distribute products to their customers through online offerings and auctions, including private and reverse auctions, via our trading platform and global network.

Using screen-based market solutions, customers are able to develop a marketplace, trade with their customers, issue debt, trade odd lots, access program trading interfaces and access our network and intellectual property.

We provide option pricing and analysis tools that deliver price discovery that is supported with market data sourced from our BGC, GFI, and Fenics trading systems.

Our Capitalab NDF Match business is an advanced matching platform that helps clients offset their fixing risk in non-deliverable forward portfolios.

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

It assists clients in managing the growing cost of holding derivatives, while helping them to meet their regulatory mandates.

Through the Swaptioniser service for portfolio compression of Bilateral and Cleared Interest Rate Swaptions, Interest Rate Swaps, Caps and Floors and FX Products, Capitalab looks to simplify the complexities of managing large quantities of derivatives, to help promote sustainable growth, lower systemic risk and improve resiliency in the industry.

Furthermore, as an approved compression services provider at LCH, a combined multiproduct Rates solution is provided across the entire cleared and non-cleared portfolio, increasing the overall efficiency, where delta offsets can be leveraged across Rates products and desks.

Additionally, Capitalab’s Initial Margin Optimization service allows participants to reduce their bilateral initial margin and central counterparty clearing house initial margin with the efficiency of automated trade processing.

The data are sourced from our Voice/Hybrid and fully electronic execution operations and made available to financial professionals, research analysts, compliance and surveillance departments, and other market participants via direct data feeds and BGC-hosted FTP environments, as well as via information platforms such as Bloomberg, LSEG Data & Analytics, ICE Data Services, and other select specialist vendors.

Through our network business, we provide customized screen-based market solutions to both related and unrelated parties.

Our clients are able to develop a marketplace, trade with their customers and access our network and our intellectual property.

We can add advanced functionality to enable our customers to distribute branded products to their customers through online offerings and auctions, including private and reverse auctions, via our trading platform and global network.

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

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

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.

Our clients include mid-tier banks, financial institutions and corporate clients.

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 Fenics NDF Match business is an advanced matching platform that helps clients offset their fixing risk in non-deliverable forward portfolios and simplifies the complexities of managing large quantities of derivatives, to help promote sustainable growth, lower systemic risk and improve resiliency in the industry.

Other Revenues

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Less experienced salespeople typically receive base salaries and bonuses.

In addition, 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.

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

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

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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.

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.

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REGULATORY ENVIRONMENT

See “Regulation” in Part I, Item 1 of this Annual Report on Form 10‑K for additional information related to our regulatory environment.

See “Liquidity and Capital Resources” herein for information related to our Liquidity and capital resources.

See “Regulation” in Part I, Item 1 of this Annual Report on Form 10‑K for information related to our regulatory environment.

Key drivers of our revenue are front-office producer headcount and average revenue per producer.

We believe that our strong technology platform and unique compensation structure have enabled us to use both acquisitions and recruiting to profitably grow at a faster rate than our largest competitors since our formation in 2004.

We believe that our strong technology platform and unique compensation structure have enabled us to use both acquisitions and recruiting to uniquely position us to be able to outperform our peer group.

We have invested significantly through acquisitions and the hiring of new brokers, salespeople, managers, technology professionals and other front-office personnel.

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As of December 31, 2024, our front-office headcount was 2,161 brokers, salespeople, managers, technology professionals and other front-office personnel, up 2.7% from 2,104 a year ago.

Compared to the prior year, average revenue per front-office employee for the year ended December 31, 2023 increased by 11.4% to $958,000 from $861,000.

The laws and regulations passed or proposed on both sides of the Atlantic concerning OTC trading seem likely to favor increased use of technology by all market participants, and are likely to accelerate the adoption of both Hybrid and Fully Electronic execution.

We believe these developments will favor the larger inter-dealer brokers over smaller, non-public local competitors, as the smaller players generally do not have the financial resources to invest the necessary amounts in technology.

We believe this will lead to further consolidation across the wholesale financial brokerage industry, and thus allow us to grow profitably.

Compared to the prior year, average revenue per front-office employee for the year ended December 31, 2024 increased by 6.3% to $1.0 million from $958 thousand.

FINANCIAL HIGHLIGHTS

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Total revenues increased $237.4 million, or 11.7%, to $2,262.8 million, largely due to overall growth of 11.2% in our brokerage revenues:

• Energy and Commodities increased $94.5 million, or 32.4%,

• ECS increased $97.0 million, or 25.1%,

• Rates increased $74.6 million, or 12.2%;

• Credit increased $13.3 million, or 4.9%;

• FX increased $44.0 million, or 14.0%;

• Equities increased $2.0 million, or 0.9%.

• Credit increased $2.6 million, or 0.9%;

• Equities decreased $12.6 million, or 5.3%.

In addition, there was an increase of $10.8 million in Interest and dividend income, primarily driven by income earned on bank deposits and money market funds.

Further, there was an increase of $15.1 million in Data, network and post-trade revenues, primarily driven by strong revenue growth across Lucera, Fenics Market Data, and our Capitalab post-trade business, as a result of expanding both our client base and our offerings.

Total expenses increased $275.7 million, or 16.1%, to $1,992.8 million compared to the prior year period, primarily driven by an increase in total compensation expenses of $243.7 million.

The increase in equity-based compensation included a $60.9 million charge for the redemption of certain non-exchangeable limited partnership units in connection with the issuance of shares of BGC Group Class A common stock and the accompanying tax payments related to the Corporate Conversion, in the year ended December 31, 2023.

In addition, higher commission revenues on variable compensation contributed to the increase in compensation expenses.

The $32.0 million increase in non-compensation expenses was primarily driven by an increase in Interest expense related to the Company’s 8.000% Senior Notes issued on May 24, 2023 and borrowings on the Revolving Credit Agreement.

These higher interest expenses were partially offset by lower interest due to the repayment in full of the BGC Partners 5.375% Senior Notes on July 24, 2023.

Further, there was an increase of $15.5 million in Data, network and post-trade revenues, primarily driven by strong revenue growth due to FX co-location services and higher volume of contracts.

Total expenses increased $189.4 million, or 9.5%, to $2,182.3 million compared to the prior year period, primarily driven by an increase in total compensation and employee benefits expenses of $144.9 million.

The increase in compensation and employee benefits was primarily due to higher commissionable revenues during the period.

The $44.5 million increase in non-compensation expenses was primarily driven by an increase in Interest expense related to the BGC Partners 8.000% Senior Notes issued on May 25, 2023, the BGC Group 8.000% Senior Notes issued October 6, 2023 as part of the Exchange Offer, the BGC Group 6.600% Senior Notes issued June 10, 2024, and higher borrowings on both the Revolving Credit Agreement and BGC Credit Agreement.

These higher interest expenses were partially offset by lower interest due to the repayment in full of the BGC Partners 5.375% Senior Notes on July 24, 2023 and the BGC Group 3.750% Senior Notes and the BGC Partners 3.750% Senior Notes on October 1, 2024.

Non-compensation expenses also increased year over year due to higher Commissions and floor brokerage, Selling and promotion and Communication costs which were primarily driven by higher revenues.

RESULTS OF OPERATIONS

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Principal transactions revenues increased by $21.3 million, or 5.8%, to $389.4 million for the year ended December 31, 2024 as compared to the year ended December 31, 2023.

Our brokerage revenues from Energy and Commodities increased by $94.5 million, or 32.4%, to $386.2 million for the year ended December 31, 2023, as compared to the year ended December 31, 2022, which was primarily driven by strong double-digit growth across our energy complex and our environmental products, as well as our ship broking business.

Our brokerage revenues from Rates increased by $60.9 million, or 11.1%, to $610.5 million for the year ended December 31, 2023, as compared to the year ended December 31, 2022, reflecting broad-based growth across interest rate derivative and cash products.

Our FX revenues increased by $15.0 million, or 5.0%, to $314.7 million for the year ended December 31, 2023, as compared to the year ended December 31, 2022, which was primarily driven by higher volumes across emerging markets currencies.

Our Credit revenues increased by $13.3 million, or 4.9%, to $284.7 million for the year ended December 31, 2023, as compared to the year ended December 31, 2022, which was primarily driven by higher volumes across emerging market and European credit products, as well as credit derivatives.

Our brokerage revenues from Equities increased by $2.0 million, or 0.9%, to $236.5 million for the year ended December 31, 2023, as compared to the year ended December 31, 2022, primarily driven by higher volumes across U.S.

equity derivatives.

Our brokerage revenues from ECS increased by $97.0 million, or 25.1%, to $483.2 million for the year ended December 31, 2024, as compared to the year ended December 31, 2023, which was primarily driven by strong revenue growth across our energy complex, environmental products, and the acquisition of Sage in the fourth quarter.

Our brokerage revenues from Rates increased by $74.6 million, or 12.2%, to $685.0 million for the year ended December 31, 2024, as compared to the year ended December 31, 2023, reflecting higher volumes across the business including interest rate derivative and listed products.

Our FX revenues increased by $44.0 million, or 14.0%, to $358.7 million for the year ended December 31, 2024, as compared to the year ended December 31, 2023, which was primarily driven by emerging market products and higher FX options volumes.

Our Credit revenues increased by $2.6 million, or 0.9%, to $287.4 million for the year ended December 31, 2024, as compared to the year ended December 31, 2023, which was primarily driven by higher trading volumes across emerging market and European credit products, offset by lower Asian credit activity.

Our brokerage revenues from Equities decreased by $12.6 million, or 5.3%, to $223.9 million for the year ended December 31, 2024, as compared to the year ended December 31, 2023, primarily due to lower equity derivative trading volumes, partially offset by higher European and U.S.

cash equity activity.

Fees from Related Parties

Fees from related parties increased by $1.2 million, or 8.4% to $16.0 million for the year ended December 31, 2023 as compared to the year ended December 31, 2022, which was primarily driven by an increase in revenues in connection with services provided to Cantor.

Fees from related parties increased by $4.8 million, or 29.8% to $20.7 million for the year ended December 31, 2024 as compared to the year ended December 31, 2023, which was primarily driven by an increase in revenues in connection with accounting, occupancy and legal services provided to Cantor.

Data, Network and Post-Trade

Data, network and post-trade revenues increased by $15.5 million, or 13.9%, to $127.0 million for the year ended December 31, 2024 as compared to the year ended December 31, 2023.

This increase was primarily driven by strong double-digit revenue growth across Lucera, Fenics Market Data, and our Capitalab post-trade business, as a result of expanding both our client base and our offerings.

This increase was primarily driven by strong subscription-based revenue growth across Lucera and Fenics Market Data, as a result of expanding both our client base and our offerings.

Revenue growth was partially offset by lower post-trade revenues due to the sale of Capitalab in the fourth quarter of 2024.

Interest and Dividend Income

Interest and dividend income increased by $10.8 million, or 23.8%, to $56.2 million for the year ended December 31, 2024 as compared to the year ended December 31, 2023.

This was primarily driven by an increase interest income on bank deposits and money market funds, which were primarily driven by changing interest rates and larger balances.

This was primarily driven by an increase in interest income on bank deposits and money market funds, borrowings by Cantor under the BGC Credit Agreement, which were primarily driven by changing interest rates and larger balances.

Other Revenues

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Compensation and employee benefits expense increased by $131.1 million, or 13.2%, to $1,123.7 million for the year ended December 31, 2024 as compared to the year ended December 31, 2023.

The primary driver of the increase was higher commission revenues on variable compensation.

The primary driver of the increase was higher commissionable revenues.

Equity-Based Compensation and Allocations of Net Income to Limited Partnership Units and FPUs

Equity-based compensation and allocations of net income to limited partnership units and FPUs increased by $13.8 million, or 3.9%, to $369.1 million for the year ended December 31, 2024 as compared to the year ended December 31, 2023.

This was primarily driven by an increase in issuance of common stock and grants of exchangeability, which included a $60.9 million charge for the redemption of certain non-exchangeable limited partnership units in connection with the issuance of shares of BGC Class A common stock and the accompanying tax payments related to the Corporate Conversion.

The increase was also due to an increase in RSU, RSU Tax Account, and restricted stock amortization expenses, partially offset by a cessation of LPU amortization expense, related to the Corporate Conversion.

For the year ended December 31, 2024, the Company incurred compensation charges of $27.1 million and $54.4 million, respectively, for the acceleration of restricted stock awards and redemption of Newmark Holdings LPUs held by a former BGC executive officer, who is still employed by the Company.

The year over year increase was partially offset by the issuance of common stock and grants of exchangeability, which included, for the year ended December 31, 2023, a $60.9 million charge for the redemption of certain non-exchangeable limited partnership units in connection with the issuance of shares of BGC Class A common stock and the accompanying tax payments related to the Corporate Conversion in the year ended December 31, 2023.

Occupancy and Equipment

Occupancy and equipment expense increased by $6.5 million, or 4.0%, to $169.2 million for the year ended December 31, 2024 as compared to the year ended December 31, 2023.

This increase was primarily driven by an increase in amortization expense on developed software and other rent and occupancy expenses, partially offset by a decrease in fixed asset impairment.

This increase was primarily driven by an increase in software licenses and costs for consolidating BGC’s London office space.

Fees to Related Parties

Fees to related parties increased by $7.0 million, or 27.2%, to $32.6 million for the year ended December 31, 2023 as compared to the year ended December 31, 2022.

Fees to related parties decreased by $0.1 million, or 0.4%, to $32.5 million for the year ended December 31, 2024 as compared to the year ended December 31, 2023.

Fees to related parties are allocations paid to Cantor for administrative and support services, such as accounting, occupancy, and legal.

Professional and Consulting Fees

Professional and consulting fees decreased by $8.4 million, or 12.2%, to $60.4 million for the year ended December 31, 2023 as compared to the year ended December 31, 2022, primarily driven by a decrease in consulting and other professional fees.

Professional and consulting fees increased by $4.6 million, or 7.5%, to $64.9 million for the year ended December 31, 2024 as compared to the year ended December 31, 2023, primarily driven by an increase in consulting and other professional services and fees.

Communications

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Selling and Promotion

related travel and client entertainment as COVID-19 restrictions have relaxed across many of the major geographies in which BGC operates.

Selling and promotion expense increased by $8.6 million, or 13.9%, to $70.5 million for the year ended December 31, 2024 as compared to the year ended December 31, 2023, which was primarily driven by an increase in business related travel and client entertainment.

Commissions and Floor Brokerage

Commissions and floor brokerage expense increased by $3.2 million, or 5.6%, to $61.5 million for the year ended December 31, 2023 as compared to the year ended December 31, 2022, primarily driven by a higher number of trades in the year ended December 31, 2023 and an increase in commission expense.

Commissions and floor brokerage expense increased by $9.3 million, or 15.1%, to $70.8 million for the year ended December 31, 2024 as compared to the year ended December 31, 2023, primarily driven by a higher number of trades in the year ended December 31, 2024.

Interest Expense

Interest expense increased by $19.3 million, or 33.3%, to $77.2 million for the year ended December 31, 2023 as compared to the year ended December 31, 2022, primarily driven by interest expense related to the Company’s 8.000% Senior Notes issued on May 24, 2023 and higher interest expense related to the borrowings on the Revolving Credit Agreement, partially offset by a decrease in interest expense related to the BGC Partners 5.375% Senior Notes due to repayment in full on July 24, 2023.

Interest expense increased by $13.8 million, or 17.9%, to $91.1 million for the year ended December 31, 2024 as compared to the year ended December 31, 2023, primarily driven by interest expense related to the BGC Partners 8.000% Senior Notes issued on May 25, 2023 and the BGC Group 8.000% Senior Notes issued October 6, 2023 as part of the Exchange Offer, the BGC Group 6.600% Senior Notes issued on June 10, 2024, and higher borrowings on both the Revolving Credit Agreement and BGC Credit Agreement, partially offset by a decrease in interest expense related to the BGC Partners 3.750% Senior Notes and BGC Group 3.750% Senior Notes due to repayment in full on October 1, 2024.

Other Expenses

Other expenses decreased by $13.2 million, or 15.0%, to $74.3 million for the year ended December 31, 2023 as compared to the year ended December 31, 2022, which was primarily due to a decrease in litigation settlements and reserves, and a decrease in reserves related to potential losses associated with Russia’s Invasion of Ukraine, partially offset by an increase in other provisions.

Other expenses decreased by $4.6 million, or 6.2%, to $69.7 million for the year ended December 31, 2024 as compared to the year ended December 31, 2023, which was primarily due to a decrease in reserves related to potential losses associated with Russia’s Invasion of Ukraine and other provisions, partially offset by an increase in revaluation expense and Charity Day contributions.

Other Income (Losses), Net

Gains (Losses) on Divestitures and Sale of Investments

Gains (losses) on divestitures and sale of investments increased by $38.8 million, to a gain of $38.8 million, for the year ended December 31, 2024 as compared to no gain for the year ended December 31, 2023, primarily as a result of the sale of Capitalab in October 2024.

Gains (Losses) on Equity Method Investments

Gains (losses) on equity method investments decreased by $1.8 million, to a gain of $9.2 million, for the year ended December 31, 2023 as compared to a gain of $10.9 million for the year ended December 31, 2022.

Gains (losses) on equity method investments decreased by $0.7 million, or 7.9%, to a gain of $8.4 million due to the results of our equity method investees, for the year ended December 31, 2024 as compared to a gain of $9.2 million for the year ended December 31, 2023.

Other Income (Loss)

Other income (loss) increased by $6.6 million, or 70.6%, to $16.0 million for the year ended December 31, 2023 as compared to the year ended December 31, 2022, primarily driven by an increase related to mark-to-market movements on other assets and an increase in other recoveries.

Other income (loss) increased by $29.4 million, or 183.9%, to $45.4 million for the year ended December 31, 2024 as compared to the year ended December 31, 2023, primarily driven by a $36.6 million unrealized gain recorded related to fair value adjustments on investments carried under the measurement alternative offset by a decrease in other recoveries.

Provision (Benefit) for Income Taxes

Provision (benefit) for income taxes decreased by $19.7 million, or 50.9%, to $18.9 million for the year ended December 31, 2023 as compared to the year ended December 31, 2022.

The decrease was primarily driven by a decrease in pretax earnings, a one-time benefit in revaluation of deferred tax balances due to ownership interest change, as a result of the Corporate Conversion, and a change in the geographical and business mix of earnings, which can impact our consolidated effective tax rate from period-to-period.

Provision (benefit) for income taxes increased by $31.0 million, or 163.6%, to $49.9 million for the year ended December 31, 2024 as compared to the year ended December 31, 2023.

The increase was primarily driven by an increase in 2024 pretax earnings, 2023 one-time benefit in revaluation of deferred tax balances due to ownership interest change, as a result of the Corporate Conversion, and a change in the geographical and business mix of earnings, which can impact our consolidated effective tax rate from period-to-period.

Net Income (Loss) Attributable to Noncontrolling Interest in Subsidiaries

Net income (loss) attributable to noncontrolling interest in subsidiaries decreased by $7.6 million, or 75.3%, to $2.5 million for the year ended December 31, 2023 as compared to the year ended December 31, 2022, which was primarily driven by a decrease in earnings and no longer reflecting net income (loss) attributable to noncontrolling interest in subsidiaries related to BGC Holdings as a result of the Corporate Conversion.

Net income (loss) attributable to noncontrolling interest in subsidiaries decreased by $6.3 million, or 249.8%, to a loss of $3.8 million for the year ended December 31, 2024 as compared to the year ended December 31, 2023 as a result of losses recognized by non-controlling interest compared to the prior year.

Year Ended December 31, 2023 Compared to Year Ended December 31, 2022

Brokerage Revenues

Total brokerage revenues decreased by $222.9 million, or 11.9%, to $1,646.8 million for the year ended December 31, 2022 as compared to the year ended December 31, 2021, primarily due to the sale of the Insurance brokerage business during

the fourth quarter of 2021, and FX headwinds.

Commission revenues decreased by $260.6 million, or 16.9%, to $1,281.3 million for the year ended December 31, 2022 as compared to the year ended December 31, 2021.

Total brokerage revenues increased by $185.8 million, or 11.3%, to $1,832.6 million for the year ended December 31, 2023 as compared to the year ended December 31, 2022.

Commission revenues increased by $183.2 million, or 14.3%, to $1,464.5 million for the year ended December 31, 2023 as compared to the year ended December 31, 2022.

Principal transactions revenues increased by $2.6 million, or 0.7%, to $368.1 million for the year ended December 31, 2023 as compared to the year ended December 31, 2022.

We had no brokerage revenues from Insurance in the year ended December 31, 2022 as a result of the sale during the fourth quarter of 2021, compared to $178.1 million for the year ended December 31, 2021.

Our Credit revenues decreased by $16.2 million, or 5.6%, to $271.4 million for the year ended December 31, 2022, as compared to the year ended December 31, 2021.

This was primarily driven by lower activity across structured products and FX headwinds.

Our brokerage revenues from Equities decreased by $13.2 million, or 5.3%, to $234.5 million for the year ended December 31, 2022, as compared to the year ended December 31, 2021, primarily driven by FX headwinds and lower volumes due to market volatility in the year ended December 31, 2022.

Our brokerage revenues from Rates decreased by $9.0 million, or 1.6%, to $549.5 million for the year ended December 31, 2022, as compared to the year ended December 31, 2021.

The decrease in Rates revenue was primarily driven by FX headwinds, challenging market conditions across medium-term Rates products and lower market volumes.

Our brokerage revenues from Energy and Commodities decreased by $4.8 million, or 1.6%, to $291.7 million for the year ended December 31, 2022, as compared to the year ended December 31, 2021, which was primarily led by lower volumes across global oil trading as higher prices and volatility weighed on certain energy products, such as gas, oil, and base metals.

Our FX revenues decreased by $1.6 million, or 0.5%, to $299.7 million for the year ended December 31, 2022, as compared to the year ended December 31, 2021.

equity derivatives.

Fees from Related Parties

Fees from related parties decreased by $0.1 million, or 0.8% to $14.7 million for the year ended December 31, 2022 as compared to the year ended December 31, 2021.

Data, Network and Post-Trade

Data, network and post-trade revenues increased by $15.1 million, or 15.6%, to $111.5 million for the year ended December 31, 2023 as compared to the year ended December 31, 2022.

This increase was primarily driven by new business contracts in Fenics Market Data and Lucera expanding its client base, partially offset by a decrease in revenues from post-trade services.

Interest and Dividend Income

Interest and dividend income decreased by $1.0 million, or 4.4%, to $21.0 million for the year ended December 31, 2022 as compared to the year ended December 31, 2021.

This decrease was primarily driven by a decrease in dividend income and lower interest income earned on employee loans, partially offset by an increase in interest income on government bonds and bank deposits driven by higher interest rates.

Interest and dividend income increased by $24.4 million, or 116.2%, to $45.4 million for the year ended December 31, 2023 as compared to the year ended December 31, 2022.

This was primarily driven by an increase in interest income on bank deposits and money market funds, which were primarily driven by changing interest rates and larger balances.

Other Revenues

Other revenues decreased by $2.5 million, or 13.4% to $16.4 million for the year ended December 31, 2022 as compared to the year ended December 31, 2021.

This was primarily driven by a decrease in revenues from underwriting fees and placement fees, partially offset by an increase in consulting income for Poten & Partners.

Other revenues increased by $3.5 million, or 21.7%, to $19.9 million for the year ended December 31, 2023 as compared to the year ended December 31, 2022, primarily driven by an increase in dividend income on investments and consulting income.

Compensation and Employee Benefits

Compensation and employee benefits expense decreased by $418.2 million, or 32.9%, to $853.2 million for the year ended December 31, 2022 as compared to the year ended December 31, 2021.

The primary driver of the decrease was due to the sale of the Insurance brokerage business during the fourth quarter of 2021, which included one-off compensation charges and sale-related expenses totaling $168.6 million, as well as lower commission revenues on variable compensation, increased automation related to the transition to Fully Electronic brokerage services, and the positive FX impact on our U.K.

and European operations.

Compensation and employee benefits expense increased by $139.4 million, or 16.3%, to $992.6 million for the year ended December 31, 2023 as compared to the year ended December 31, 2022.

The primary driver of the increase was higher commission revenues on variable compensation.

Equity-Based Compensation and Allocations of Net Income to Limited Partnership Units and FPUs

Equity-based compensation and allocations of net income to limited partnership units and FPUs decreased by $5.1 million, or 2.0%, to $251.1 million for the year ended December 31, 2022 as compared to the year ended December 31, 2021.

This was driven by a decrease in allocations of net income to limited partnership units and FPUs and a decrease in LPU amortization expense, partially offset by an increase in grants of exchangeability and issuance of Class A common stock.

Equity-based compensation and allocations of net income to limited partnership units and FPUs increased by $104.3 million, or 41.5%, to $355.4 million for the year ended December 31, 2023 as compared to the year ended December 31, 2022.

Occupancy and Equipment

Occupancy and equipment expense decreased by $30.8 million, or 16.4%, to $157.5 million for the year ended December 31, 2022 as compared to the year ended December 31, 2021.

This decrease was primarily due to the sale of the Insurance brokerage business during the fourth quarter of 2021, as well as a decrease in other rent and occupancy expenses.

Occupancy and equipment expense increased by $5.3 million, or 3.3%, to $162.7 million for the year ended December 31, 2023 as compared to the year ended December 31, 2022.

This increase was primarily driven by an increase in amortization expense on developed software and other rent and occupancy expenses, partially offset by a decrease in fixed asset impairment.

Fees to Related Parties

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Professional and Consulting Fees

Professional and consulting fees increased by $0.9 million, or 1.3%, to $68.8 million for the year ended December 31, 2022 as compared to the year ended December 31, 2021, primarily driven by an increase in legal and consulting fees, partially offset by a decrease related to the sale of the Insurance brokerage business during the fourth quarter of 2021.

Communications

Communications expense decreased by $9.4 million, or 8.0%, to $108.1 million for the year ended December 31, 2022 as compared to the year ended December 31, 2021, which was primarily driven by decreases in various terminal and line service costs across market data and communications.

Communications expense increased by $6.0 million, or 5.6%, to $114.1 million for the year ended December 31, 2023 as compared to the year ended December 31, 2022, which was primarily driven by increases in various terminal and line service costs across market data and communications.

Selling and Promotion

Selling and promotion expense increased by $11.2 million, or 29.3%, to $49.2 million for the year ended December 31, 2022 as compared to the year ended December 31, 2021, as COVID-19 restrictions have relaxed across many of the major geographies in which BGC operates.

Selling and promotion expense increased by $12.7 million, or 25.7%, to $61.9 million for the year ended December 31, 2023 as compared to the year ended December 31, 2022, which was primarily driven by an increase in business related travel and client entertainment as COVID-19 restrictions have relaxed across many of the major geographies in which BGC operates.

Commissions and Floor Brokerage

Commissions and floor brokerage expense decreased by $6.4 million, or 9.9%, to $58.3 million for the year ended December 31, 2022 as compared to the year ended December 31, 2021.

Commissions and floor brokerage expense tends to move in line with brokerage revenues.

Interest Expense

Interest expense decreased by $11.4 million, or 16.4%, to $57.9 million for the year ended December 31, 2022 as compared to the year ended December 31, 2021, primarily driven by the fact that the BGC Partners 5.125% Senior Notes were repaid in May 2021, a decrease in interest expense related to the borrowings on the Revolving Credit Agreement, and a decrease in interest expense due to the sale of the Insurance brokerage business during the fourth quarter of 2021.

Interest expense increased by $19.3 million, or 33.3%, to $77.2 million for the year ended December 31, 2023 as compared to the year ended December 31, 2022, primarily driven by interest expense related to the BGC Partners 8.000% Senior Notes issued on May 25, 2023 and the BGC Group 8.000% Senior Notes issued October 6, 2023 as part of the Exchange Offer, and higher interest expense related to borrowings on the Revolving Credit Agreement, partially offset by a decrease in interest expense related to the BGC Partners 5.375% Senior Notes due to repayment in full on July 24, 2023.

Other Expenses

Other expenses increased by $6.5 million, or 8.1%, to $87.4 million for the year ended December 31, 2022 as compared to the year ended December 31, 2021, which was primarily related to an increase in legal settlements, reserves recorded in the year ended December 31, 2022 for potential losses associated with Russia’s Invasion of Ukraine, an increase in other provisions, and an increase in revaluation expense.

This was partially offset by a decrease in expenses related to the sale of the Insurance brokerage business during the fourth quarter of 2021, a decrease in amortization expense on intangible assets and a decrease in Charity Day contributions expense.

Other Income (Losses), Net

Gains (Losses) on Divestitures and Sale of Investments

For the year ended December 31, 2022 we had a loss of $1.0 million on divestitures.

For the year ended December 31, 2021, we had a gain of $312.9 million as a result of the sale of the Insurance brokerage business.

Gains (Losses) on Equity Method Investments

Gains (losses) on equity method investments increased by $4.2 million, to a gain of $10.9 million, for the year ended December 31, 2022 as compared to a gain of $6.7 million for the year ended December 31, 2021.

Gains (losses) on equity method investments decreased by $1.8 million, or 16.2%, to $9.2 million due to the results of our equity method investees, for the year ended December 31, 2023 as compared to a gain of $10.9 million for the year ended December 31, 2022.

Other Income (Loss)

Other income (loss) decreased by $10.3 million, or 52.4%, to $9.4 million for the year ended December 31, 2022 as compared to the year ended December 31, 2021, primarily driven by a decrease related to mark-to-market movements on other assets and investments, and no income for the year ended December 31, 2022 related to the Insurance brokerage business due to the sale in the fourth quarter of 2021, partially offset by an increase related to fair value adjustments on acquisition earn-outs.

Provision (Benefit) for Income Taxes

Provision (benefit) for income taxes increased by $15.6 million, or 67.7%, to $38.6 million for the year ended December 31, 2022 as compared to the year ended December 31, 2021.

The increase was primarily driven by:

(i) the non-recurring nontaxable gain on the 2021 disposition of the Insurance brokerage business;

(ii) a benefit in the prior year from the revaluation of deferred taxes due to enacted rate changes in the U.K.

and the ownership interest change in the operating partnership;

and (iii) a change in the geographical and business mix of earnings, which can impact our consolidated effective tax rate from period-to-period.

Provision (benefit) for income taxes decreased by $19.7 million, or 50.9%, to $18.9 million for the year ended December 31, 2023 as compared to the year ended December 31, 2022.

Net Income (Loss) Attributable to Noncontrolling Interest in Subsidiaries

Net income (loss) attributable to noncontrolling interest in subsidiaries decreased by $19.3 million, or 65.6%, to $10.2 million for the year ended December 31, 2022 as compared to the year ended December 31, 2021.

QUARTERLY RESULTS OF OPERATIONS

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Net income (loss) available to common stockholders $ 25,203 $ 14,747 $ 37,828 $ 49,210 $ 19,945 $ 17,046 $ (19,704) $ 18,978

The table below details our brokerage revenues by product category for the indicated periods (in thousands):

The table below details our brokerage revenues by product category for the indicated periods (dollar amounts in thousands):

31, 2024 September

8 unchanged sentences

FX 93,648 92,076 88,946 84,023 77,226 79,795 77,527 80,158

Energy and commodities 104,739 93,120 98,688 89,659 73,608 68,975 66,687 82,395

134,104 112,921 117,743 118,464 104,739 93,120 98,688 89,659

Credit 62,404 68,000 69,381 87,592 65,642 63,747 65,806 89,549

5 unchanged sentences

FX 18.1 18.4 18.0 15.9 16.7 18.3 17.5 16.3

Energy and commodities 22.7 21.4 22.2 18.2 18.5 18.2 16.8 17.4

26.0 22.6 23.9 22.4 22.7 21.4 22.2 18.2

Credit 12.1 13.6 14.1 16.6 14.2 14.7 14.8 18.2

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Our Financial instruments owned, at fair value, were $186.2 million as of December 31, 2024, compared to $45.8 million as of December 31, 2023.

As part of our cash management process, we may enter into tri-party Reverse Repurchase Agreements and other short-term investments, some of which may be with Cantor.

As part of our cash management process, we may enter into Reverse Repurchase Agreements and other short-term investments, some of which may be with Cantor.

As of both December 31, 2024 and 2023, there were no Reverse Repurchase Agreements outstanding.

Further, we had no Repurchase agreements or Securities loaned as of both December 31, 2023 and 2022.

As of both December 31, 2024 and 2023, there were no Repurchase Agreements outstanding.

As of both December 31, 2024 and 2023, there were no securities loaned outstanding.

At December 31, 2019, the Company completed the calculation of the one-time transition tax on the deemed repatriation of foreign subsidiaries’ earnings pursuant to the Tax Act and previously recorded a net cumulative tax expense of $28.6 million, net of foreign tax credits.

During the second quarter of 2024, the Company settled its 2017 audit with the Internal Revenue Service which included the transition tax.

The revised net cumulative transition tax expense is $25.3 million, net of foreign tax credits, resulting in a net adjustment of the payable balance by $3.3 million.

An installment election can be made to pay the taxes over eight years with 40% paid in equal installments over the first five years and the remaining 60% to be paid in installments of 15%, 20% and 25% in years six, seven and eight, respectively.

The cumulative remaining balance as of December 31, 2024 was $11.4 million.

Additionally, in August 2013, the Audit Committee authorized us to invest up to $350.0 million in an asset-backed commercial paper program for which certain Cantor entities serve as placement agent and referral agent.

3 unchanged sentences

Cantor will earn a spread between the rate it receives from the short-term note issuer and the rate it pays to us on any investments in this program.

This spread will be no greater than the

spread earned by Cantor for placement of any other commercial paper note in the program.

This spread will be no greater than the spread earned by Cantor for placement of any other commercial paper note in the program.

As of both December 31, 2024 and 2023, we did not have any investments in the program.

19 unchanged sentences

Accordingly, we cannot guarantee that we will be able to obtain additional financing when needed on terms that are acceptable to us, if at all.

As discussed below, our Liquidity remained strong at $701.4 million as of December 31, 2023, which can be used for share repurchases, dividends, new hires, tax payments, ordinary movements in working capital, and our continued investment in Fenics Growth Platforms.

As discussed below, our Liquidity remained strong at $897.8 million as of December 31, 2024, which can be used for share repurchases, dividends, acquisitions, new hires, tax payments, ordinary movements in working capital, and our continued investment in Fenics Growth Platforms.

During the twelve months ended December 31, 2024, we repurchased 31.6 million shares of BGC Class A common stock for aggregate consideration of $261.9 million, representing a weighted-average price per share of $8.30.

As of February 27, 2025, we have repurchased an additional 2.4 million shares of BGC Class A common stock during the first quarter for aggregate consideration of $23.0 million, representing a weighted-average price per share of $9.45.

On November 1, 2021, BGC closed the sale of its Insurance brokerage business to the Ardonagh Group for gross proceeds of $534.9 million, subject to limited post-closing adjustments.

The investment in the Insurance brokerage business generated an internal rate of return of 21.2% for our shareholders.

The proceeds from the Insurance Business Disposition provided us with significant resources to continue repurchasing shares and to accelerate Fenics growth.

Since the announced sale of the Insurance brokerage business in May 2021, BGC has repurchased and redeemed 123.5 million shares of BGC Class A common stock and LPUs as of December 31, 2023.

In addition, a portion of these proceeds was used to fully repay the $300.0 million outstanding borrowings under the Company’s Revolving Credit Agreement on November 1, 2021, which had been borrowed earlier in 2021.

This repayment along with the maturity of the BGC Partners 5.125% Senior Notes, which were paid in full on May 27, 2021, reduced our outstanding Notes payable and other borrowings.

On February 14, 2025, our Board declared a $0.02 dividend for the fourth quarter of 2024.

Our current capital allocation priorities are to return capital to stockholders and to continue investing in our high growth Fenics businesses.

Historically, we were deeply dividend-centric;

going forward, we plan to prioritize share repurchases over dividends.

Notes Payable, Other and Short-term Borrowings

Our current capital allocation priorities are to return capital to stockholders and to continue investing in the growth of our business.

Between April 23, 2024 and April 24, 2024, the FMX Equity Partners contributed $171.7 million into FMX.

Notes Payable and Other Borrowings

Unsecured Senior Revolving Credit Agreement

On November 28, 2018, BGC Partners entered into the Revolving Credit Agreement with Bank of America, N.A., as administrative agent, and a syndicate of lenders, which replaced the existing committed unsecured senior revolving credit agreement.

The maturity date of the Revolving Credit Agreement was November 28, 2020 and the maximum revolving loan balance was $350.0 million.

Borrowings under this Revolving Credit Agreement bore interest at either LIBOR or a defined base rate plus additional margin.

On December 11, 2019, BGC Partners entered into an amendment to the Revolving Credit Agreement.

Pursuant to the amendment, the maturity date was extended to February 26, 2021.

On February 26, 2020, BGC Partners entered into a second amendment to the Revolving Credit Agreement, pursuant to which the maturity date was extended by two years to February 26, 2023.

On March 10, 2022, BGC Partners entered into an amendment and restatement of the senior unsecured revolving credit agreement, pursuant to which the maturity date was extended to March 10, 2025, the size of the credit facility was increased to $375.0 million, and borrowings under this agreement will bear interest based on either SOFR or a defined base rate plus additional margin.

On October 6, 2023, the Revolving Credit Agreement was amended to exclude the BGC Partners Notes from the restrictive covenant in the Revolving Credit Agreement limiting the indebtedness of subsidiaries, and BGC Group assumed all rights and obligations of BGC Partners under the Revolving Credit Agreement and became the borrower thereunder.

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

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

Our Liquidity remains strong and was $701.4 million as of December 31, 2023, as discussed below.

BGC Partners 5.375% Senior Notes

On July 24, 2018, BGC Partners issued an aggregate of $450.0 million principal amount of BGC Partners 5.375% Senior Notes due July 24, 2023.

On March 12, 2024, the Company repaid in full the $240.0 million of borrowings then-outstanding under the Revolving Credit Agreement, which had been borrowed in 2023.

On April 1, 2024, we borrowed $275.0 million under the Revolving Credit Agreement and used the proceeds from such borrowing, along with cash on hand, to repay the principal and interest related to all of the $275.0 million of borrowings outstanding under the BGC Credit Agreement.

On June 10, 2024, we repaid in full the $275.0 million of borrowings outstanding under the Revolving Credit Agreement.

On October 1, 2024, we borrowed $200.0 million under the Revolving Credit Agreement and used the proceeds from such borrowing, along with cash on hand, to repay the principal and interest on the $255.5 million aggregate outstanding principal amount of BGC Group 3.750% Senior Notes and $44.5 million aggregate outstanding principal amount of BGC Partners 3.750% Senior Notes.

On April 26, 2024, the Company amended and restated the Revolving Credit Agreement, to, among other things, extend the maturity date to April 26, 2027, and provide the Company with the right to increase the facility up to $475.0 million, subject to certain conditions being met.

The borrowing rates and financial covenants under the amended and restated Revolving Credit Agreement were substantially unchanged.

On December 6, 2024, the Company amended the amended and restated Revolving Credit Agreement to increase the size of the credit facility to $700.0 million.

The borrowing rates and financial covenants under the amended and restated Revolving Credit Agreement, as amended, are unchanged.

As of December 31, 2024 and 2023, there were $200.0 million and $240.0 million, respectively, of borrowings outstanding under the Revolving Credit Agreement.

During the years ended December 31, 2024 and 2023, the Company recorded interest expense related to the Revolving Credit Agreement of $12.2 million and $4.4 million, respectively.

BGC Partners did not record any interest expense related to the Revolving Credit Agreement for the year ended December 31, 2024.

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

See Note 17—“Notes Payable and Other Borrowings” to our Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10‑K for information regarding our Revolving Credit Agreement.

BGC Credit Agreement with Cantor

On March 8, 2024, the Company entered into a second amendment to the BGC Credit Agreement which amends the BGC Credit Agreement to provide that the parties and their respective subsidiaries may borrow up to an aggregate principal amount of $400.0 million from each other from time to time at an interest rate equal to 25 basis points less than the interest rate on the respective borrower’s short-term borrowings rate then in effect.

On June 7, 2024, the Company entered into a third amendment to the BGC Credit Agreement.

The third amendment provides that the parties and their respective subsidiaries may borrow up to the total available aggregate principal amount of $400.0 million pursuant to a new category of “FICC-GSD Margin Loans.” All other terms of the BGC Credit Agreement, including terms applicable to loans made thereunder that are not FICC-GSD Margin Loans, remain the same.

On March 12, 2024, the Company borrowed $275.0 million from Cantor under the BGC Credit Agreement and used the proceeds from such borrowing to repay the principal and interest related to all of the $240.0 million of borrowings outstanding under the Revolving Credit Agreement.

On April 1, 2024, we repaid in full the principal and interest related to the $275.0 million of borrowings outstanding under the BGC Credit Agreement.

As of December 31, 2024, there were no borrowings by the Company outstanding under the BGC Credit Agreement.

The Company recorded $1.1 million of interest expense related to the BGC Credit Agreement for the year ended December 31, 2024.

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

The Company did not record any interest expense related to the BGC Credit Agreement for the years ended December 31, 2023 and 2022.

See “Liquidity and Capital Resources—Balance Sheet” herein, Note 13—“Related Party Transactions,” and Note 17—“Notes Payable and Other Borrowings” to our Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10‑K for information regarding our BGC Credit Agreement with Cantor.

On June 10, 2024, Cantor borrowed $180.0 million from the Company under the BGC Credit Agreement.

On July 31, 2024, Cantor made a partial repayment of $18.0 million to the Company of the $180.0 million borrowed from the Company under the BGC Credit Agreement.

On September 25, 2024, Cantor made an additional partial repayment of $12.0 million to the Company of the initial $180.0 million borrowed from the Company under the BGC Credit Agreement.

On October 1, 2024, Cantor repaid in full the remaining $150.0 million of borrowings outstanding to the Company under the BGC Credit Agreement, plus accrued interest;

therefore, there were no borrowings outstanding from the Company under the BGC Credit Agreement as of December 31, 2024.

The Company recorded interest income related to the BGC Credit Agreement of $3.8 million for the year ended December 31, 2024.

The Company did not record any interest income related to the BGC Credit Agreement for the years ended December 31, 2023 and 2022, respectively.

See Note 13—“Related Party Transactions” and Note 17—“Notes Payable and Other Borrowings” to our Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10‑K for information regarding our BGC Credit Agreement with Cantor.

5.375% Senior Notes due July 24, 2023

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

The BGC Partners 5.375% Senior Notes were general senior unsecured obligations of BGC Partners.

The BGC Partners 5.375% Senior Notes bore interest at a rate of 5.375% per year, payable in cash on January 24 and July 24 of each year, commencing January 24, 2019.

On July 24, 2023, BGC Partners repaid the $450.0 million principal amount plus accrued interest on the BGC Partners 5.375% Senior Notes using the proceeds from the issuance of the BGC Partners 8.000% Senior Notes, cash on hand and borrowings under the Revolving Credit Agreement.

BGC Partners recorded interest expense related to the BGC Partners 5.375% Senior Notes of $14.5 million and $25.5 million during the years ended December 31, 2023 and 2022, respectively.

Exchange Offer and Market-Making Registration Statement

On October 6, 2023, BGC Group completed the Exchange Offer, in which BGC Group offered to exchange the BGC Partners Notes for new notes to be issued by BGC Group with the same respective interest rates, maturity dates and substantially identical terms as the tendered notes, and cash.

In connection with the Exchange Offer, and on behalf of BGC Partners, BGC Group also solicited consents from (i) holders of the BGC Partners Notes to certain proposed amendments to the indenture and supplemental indentures pursuant to which such BGC Partners Notes were issued to, among other things, eliminate certain affirmative and restrictive covenants and events of default, including the “Change of Control” provisions described below, which had applied to each series of the BGC Partners Notes, and (ii) from holders of the BGC Partners 8.000% Senior Notes to amend the registration rights agreement relating thereto to terminate such agreement.

As of September 19, 2023, the requisite note holder consents were received to adopt the proposed indenture amendments and terminate the registration rights agreement relating to the BGC Partners 8.000% Senior Notes.

In connection with the October 6, 2023 closing of the Exchange Offer, (i) $255.5 million aggregate principal amount of BGC Partners 3.750% Senior Notes were exchanged for BGC Group 3.750% Senior Notes and subsequently canceled, $288.2 million aggregate principal amount of BGC Partners 4.375% Senior Notes were exchanged for BGC Group 4.375% Senior Notes and subsequently cancelled, $347.2 million aggregate principal amount of BGC Partners 8.000% Senior Notes were exchanged for BGC Group 8.000% Senior Notes and subsequently cancelled, and equivalent aggregate principal amounts of BGC Group 3.750% Senior Notes, BGC Group 4.375% Senior Notes and BGC Group 8.000% Senior Notes, respectively, were issued;

(ii) the indenture and supplemental indentures relating to the BGC Partners 3.750% Senior Notes, the BGC Partners 4.375% Senior Notes and the BGC Partners 8.000% Senior Notes were amended as proposed;

and (iii) the registration rights agreement relating to the BGC Partners 8.000% Senior Notes was terminated.

On October 19, 2023, we filed a resale registration statement on Form S-3 pursuant to which CF&Co may make offers and sales of the BGC Group 3.750% Senior Notes, the BGC Group 4.375% Senior Notes and the BGC Group 8.000% Senior Notes in connection with ongoing market-making transactions which may occur from time to time.

Such market-making transactions in these securities may occur in the open market or may be privately negotiated at prevailing market prices at a

time of resale or at related or negotiated prices.

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

3.750% Senior Notes

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

The BGC Partners 3.750% Senior Notes are general unsecured obligations of BGC Partners.

The BGC Partners 3.750% Senior Notes bear interest at a rate of 3.750% per year, payable in cash on April 1 and October 1 of each year, commencing April 1, 2020.

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

BGC Partners may redeem some or all of the BGC Partners 3.750% Senior Notes at any time or from time to time for cash at certain “make-whole” redemption prices (as set forth in the supplemental indenture related to the BGC Partners 3.750% Senior Notes).

The initial carrying value of the BGC Partners 3.750% Senior Notes was $296.1 million, net of discount and debt issuance costs of $3.9 million, of which $0.2 million were underwriting fees payable to CF&Co.

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

On October 6, 2023, we completed the Exchange Offer, in which we exchanged BGC Partners Notes for new notes issued by BGC Group with the same respective interest rates, maturity dates and substantially identical terms as the tendered notes, and cash.

In connection with the Exchange Offer, and on behalf of BGC Partners, we also solicited consents from (i) holders of the BGC Partners Notes to certain proposed amendments to the indenture and supplemental indentures pursuant to which such BGC Partners Notes were issued to, among other things, eliminate certain affirmative and restrictive covenants and events of default, including the “Change of Control” provisions, which had applied to each series of the BGC Partners Notes, and (ii) holders of the BGC Partners 8.000% Senior Notes to amend the registration rights agreement relating thereto to terminate such agreement.

On October 19, 2023, we filed a resale registration statement on Form S-3 pursuant to which CF&Co could make offers and sales of the BGC Group Notes in connection with ongoing market-making transactions which could occur from time to time.

Market-making transactions pursuant to this resale registration statement were terminated on November 8, 2024 in connection with the filing of the replacement market-making resale registration statement described under “— 6.600% Senior Notes due June 10, 2029” below.

See Note 17—“Notes Payable and Other Borrowings” to our Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10‑K for information regarding our Exchange Offer.

3.750% Senior Notes due October 1, 2024

On October 11, 2019, BGC Partners filed a Registration Statement on Form S-4, which was declared effective by the SEC on October 24, 2019.

On October 28, 2019, BGC Partners launched an exchange offer in which holders of the BGC Partners 3.750% Senior Notes, issued in a private placement on September 27, 2019, could exchange such notes for new registered notes with substantially identical terms.

The exchange offer closed on December 9, 2019, at which point the initial BGC Partners 3.750% Senior Notes were exchanged for new registered notes with substantially identical terms.

As discussed above, on October 6, 2023, pursuant to the Exchange Offer, $255.5 million aggregate principal amount of BGC Partners 3.750% Senior Notes were exchanged for BGC Group 3.750% Senior Notes and subsequently cancelled, and certain amendments to the indenture and supplemental indenture governing the BGC Partners 3.750% Senior Notes became effective.

The BGC Group 3.750% Senior Notes will mature on October 1, 2024 and bear interest at a rate of 3.750% per year, payable in cash on April 1 and October 1 of each year, commencing April 1, 2024.

BGC Group may redeem some or all of the BGC Group 3.750% Senior Notes at any time or from time to time for cash at certain “make-whole” redemption prices (as set forth in the supplemental indenture related to the BGC Group 3.750% Senior Notes).

If a “Change of Control Triggering Event” (as defined in the supplemental indenture related to the BGC Group 3.750% Senior Notes) occurs, holders may require BGC Group to purchase all or a portion of their notes for cash at a price equal to 101% of the principal amount of the notes to be purchased plus any accrued and unpaid interest to, but excluding, the purchase date.

Following the closing of the Exchange Offer, $44.5 million aggregate principal amount of BGC Partners 3.750% Senior Notes remained outstanding.

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

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

4.375% Senior Notes

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

The BGC Partners 4.375% Senior Notes are general unsecured obligations of BGC Partners.

The BGC Partners 4.375% Senior Notes bear interest at a rate of 4.375% per year, payable in cash on June 15 and December 15 of each year, commencing December 15, 2020.

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

BGC Partners may redeem some or all of the BGC Partners 4.375% Senior Notes at any time or from time to time for cash at certain “make-whole” redemption prices (as set forth in the supplemental indenture related to the BGC Partners 4.375% Senior Notes).

Cantor purchased $14.5 million of such senior notes.

The initial carrying value of the BGC Partners 4.375% Senior Notes was $296.8 million, net of discount and debt issuance costs of $3.2 million, of which $0.2 million were underwriting fees payable to CF&Co.

The exchange offer expired on December 9, 2019, and the tendered BGC Partners 3.750% Senior Notes were exchanged for new registered notes with substantially identical terms.

The BGC Group 3.750% Senior Notes and the BGC Partners 3.750% Senior Notes matured on October 1, 2024.

On October 1, 2024, the Company repaid the $255.5 million aggregate principal amount outstanding plus accrued interest on the BGC Group 3.750% Senior Notes and the $44.5 million aggregate principal amount outstanding plus accrued interest on the BGC Partners 3.750% Senior Notes using cash on hand and borrowings under the Revolving Credit Agreement.

The outstanding aggregate principal amount of BGC Group 3.750% Senior Notes, which are general senior unsecured obligations of BGC Group, was $255.5 million as of December 31, 2023.

BGC Group recorded interest expense related to the BGC Group 3.750% Senior Notes of $7.9 million and $2.6 million and during the years ended December 31, 2024 and 2023, respectively.

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

The outstanding aggregate principal amount of BGC Partners 3.750% Senior Notes, which are general senior unsecured obligations of BGC Partners, was $44.5 million, as of December 31, 2023.

BGC Partners recorded interest expense related to the BGC Partners 3.750% Senior Notes of $1.3 million, $9.5 million and $12.1 million during the years ended December 31, 2024, 2023 and 2022, respectively.

See Note 13—“Related Party Transactions,” Note 17—“Notes Payable and Other Borrowings,” to our Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10‑K for information regarding our 3.750% Senior Notes.

4.375% Senior Notes due December 15, 2025

On August 28, 2020, BGC Partners filed a Registration Statement on Form S-4, which was declared effective by the SEC on September 8, 2020.

On September 9, 2020, BGC Partners launched an exchange offer in which holders of the BGC Partners 4.375% Senior Notes, issued in a private placement on July 10, 2020, could exchange such notes for new registered notes with substantially identical terms.

The exchange offer closed on October 14, 2020, at which point the initial BGC Partners 4.375% Senior Notes were exchanged for new registered notes with substantially identical terms.

As discussed above, on October 6, 2023, pursuant to the Exchange Offer, $288.2 million aggregate principal amount of BGC Partners 4.375% Senior Notes were exchanged for BGC Group 4.375% Senior Notes and subsequently cancelled, and certain amendments to the indenture and supplemental indenture governing the BGC Partners 4.375% Senior Notes became effective.

The BGC Group 4.375% Senior Notes will mature on December 15, 2025 and bear interest at a rate of 4.375% per year, payable in cash on June 15 and December 15 of each year, commencing December 15, 2023.

BGC Group may redeem

some or all of the BGC Group 4.375% Senior Notes at any time or from time to time for cash at certain “make-whole” redemption prices (as set forth in the supplemental indenture related to the BGC Group 4.375% Senior Notes).

If a “Change of Control Triggering Event” (as defined in the supplemental indenture related to the BGC Group 4.375% Senior Notes) occurs, holders may require BGC Group to purchase all or a portion of their notes for cash at a price equal to 101% of the principal amount of the notes to be purchased plus any accrued and unpaid interest to, but excluding, the purchase date.

Following the closing of the Exchange Offer, $11.8 million aggregate principal amount of BGC Partners 4.375% Senior Notes remained outstanding.

Cantor participated in the Exchange Offer, and currently holds $14.5 million aggregate principal amount of BGC Group 4.375% Senior Notes.

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

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

8.000% Senior Notes

On May 25, 2023, BGC Partners issued an aggregate of $350.0 million principal amount of BGC Partners 8.000% Senior Notes.

The BGC Partners 8.000% Senior Notes are general unsecured obligations of BGC Partners.

The BGC Partners 8.000% Senior Notes bear interest at a rate of 8.000% per year, payable in cash on May 25 and November 25 of each year, commencing November 25, 2023.

The BGC Partners 8.000% Senior Notes will mature on May 25, 2028.

BGC Partners may redeem some or all of the BGC Partners 8.000% Senior Notes at any time or from time to time for cash at certain “make-whole” redemption prices (as set forth in the supplemental indenture related to the BGC Partners 8.000% Senior Notes).

The initial carrying value of the BGC Partners 8.000% Senior Notes was $346.6 million, net of debt issuance costs of $3.4 million.

The issuance costs are amortized as interest expense and the carrying value of the BGC Partners 8.000% Senior Notes will accrete up to the face amount over the term of the notes.

On October 6, 2023, pursuant to the Exchange Offer, $347.2 million aggregate principal amount of BGC Partners 8.000% Senior Notes were exchanged for BGC Group 8.000% Senior Notes and subsequently cancelled, and certain amendments to the indenture and supplemental indenture governing the BGC Partners 8.000% Senior Notes became effective.

The BGC Group 8.000% Senior Notes will mature on May 25, 2028 and bear interest at a rate of 8.000% per year, payable in cash on May 25 and November 25 of each year, commencing November 25, 2023.

BGC Group may redeem some or all of the BGC Group 8.000% Senior Notes at any time or from time to time for cash at certain “make-whole” redemption prices (as set forth in the supplemental indenture related to the BGC Group 8.000% Senior Notes).

If a “Change of Control Triggering Event” (as defined in the supplemental indenture related to the BGC Group 8.000% Senior Notes) occurs, holders may require BGC Group to purchase all or a portion of their notes for cash at a price equal to 101% of the principal amount of the notes to be purchased plus any accrued and unpaid interest to, but excluding, the purchase date.

Following closing of the Exchange Offer, $2.8 million aggregate principal amount of the BGC Partners 8.000% Senior Notes remained outstanding.

In connection with the issuance of the BGC Partners 8.000% Senior Notes, BGC Partners entered into a registration rights agreement providing for a future registered exchange offer by May 25, 2024 in which holders of the BGC Partners 8.000% Senior Notes, issued in a private placement on May 25, 2023, could exchange such notes for new registered notes with substantially identical terms.

Such registration rights agreement was terminated in connection with the closing of the Exchange Offer.

The carrying value of the BGC Group 8.000% Senior Notes was $343.9 million as of December 31, 2023.

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

Collateralized Borrowings

On April 8, 2019, we entered into a secured loan arrangement of $15.0 million, under which we pledged certain fixed assets as security for a loan.

This arrangement incurred interest at a fixed rate of 3.77% and matured on April 8, 2023, at which point the balance was paid in full;

therefore, there were no borrowings as of December 31, 2023.

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

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

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

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

The exchange offer expired on October 14, 2020, and the tendered BGC Partners 4.375% Senior Notes were exchanged for new registered notes with substantially identical terms.

The outstanding aggregate principal amount of BGC Group 4.375% Senior Notes, which are general senior unsecured obligations of BGC Group, was $288.2 million as of both December 31, 2024 and 2023.

BGC Group recorded interest expense related to the BGC Group 4.375% Senior Notes of $13.3 million and $3.3 million during the years ended December 31, 2024 and 2023, respectively.

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

The outstanding aggregate principal amount of BGC Partners 4.375% Senior Notes, which are general senior unsecured obligations of BGC Partners, was $11.8 million as of both December 31, 2024 and 2023.

BGC Partners recorded interest expense related to the BGC Partners 4.375% Senior Notes of $0.5 million, $10.5 million and $13.8 million during the years ended December 31, 2024, 2023 and 2022, respectively.

8.000% Senior Notes due May 25, 2028

The outstanding aggregate principal amount of BGC Group 8.000% Senior Notes, which are general senior unsecured obligations of BGC Group, was $347.2 million as of both December 31, 2024 and 2023.

BGC Group recorded interest expense related to the BGC Group 8.000% Senior Notes of $28.5 million and $7.1 million during the years ended December 31, 2024 and 2023, respectively.

BGC Group did not record interest expense related to the BGC Group 8.000% Senior Notes for the year ended December 31, 2022.

On August 21, 2024, the Company repurchased $0.5 million of outstanding aggregate principal amount, plus accrued interest, of BGC Partners 8.000% Senior Notes for $0.5 million.

The outstanding aggregate principal amount of BGC Partners 8.000% Senior Notes, which are general senior unsecured obligations of BGC Partners, was $2.3 million and $2.7 million as of December 31, 2024 and 2023, respectively.

BGC Partners recorded interest expense related to the BGC Partners 8.000% Senior Notes of $0.2 million and $10.0 million, during the years ended December 31, 2024 and 2023, respectively.

BGC Partners did not record interest expense related to the BGC Partners 8.000% Senior Notes for the year ended December 31, 2022.

6.600% Senior Notes due June 10, 2029

On August 8, 2024, the Company filed a Registration Statement on Form S-4, which was declared effective by the SEC on August 23, 2024.

On August 26, 2024, the Company launched an exchange offer in which holders of the BGC Group 6.600% Senior Notes, issued in a private placement on June 10, 2024, could exchange such notes for new registered notes with substantially identical terms.

The exchange offer expired on September 27, 2024, and the tendered BGC Group 6.600% Senior Notes were exchanged for new registered notes with substantially identical terms.

On November 8, 2024, the Company filed a resale registration statement on Form S-3 pursuant to which CF&Co may make offers and sales of the BGC Group 4.375% Senior Notes, BGC Group 8.000% Senior Notes and BGC Group 6.600% Senior Notes in connection with ongoing market making transactions which may occur from time to time.

Such market-making transactions in these securities may occur in the open market or may be privately negotiated at prevailing market prices at the time of resale or at related or negotiated prices.

The outstanding aggregate principal amount of BGC Group 6.600% Senior Notes, which are general senior unsecured obligations of BGC Group, was $500.0 million as of December 31, 2024.

There were no BGC Group 6.600% Senior Notes outstanding as of December 31, 2023.

BGC Group recorded interest expense related to the BGC Group 6.600% Senior Notes of $18.9 million during the year ended December 31, 2024.

BGC Group did not record interest expense related to the BGC Group 6.600% Senior Notes for the years ended December 31, 2023 and 2022.

See Note 13—“Related Party Transactions,” and Note 17—“Notes Payable and Other Borrowings,” to our Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10‑K for information regarding our 6.600% Senior Notes.

Collateralized Borrowing

On April 8, 2019, BGC Partners entered into a $15.0 million secured loan arrangement, under which it pledged certain fixed assets as security for a loan.

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

therefore, there were no borrowings as of December 31, 2023.

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

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

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

therefore, there were no borrowings as of December 31, 2024 and 2023.

BGC Partners did not record any interest expense related to this secured loan arrangement for the year ended December 31, 2024.

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

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

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

therefore, there were no borrowings as of December 31, 2024 and 2023.

BGC Partners did not record any interest expense related to this secured loan arrangement for the year ended December 31, 2024.

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

Weighted-average Interest Rate

For the years ended December 31, 2023 and 2022, the weighted-average interest rate of BGC Partners’ total Notes payable and other borrowings, which include BGC Partners’ Revolving Credit Agreement, Company Debt Securities, and collateralized borrowings, was 5.82% and 4.62%, respectively.

For the years ended December 31, 2024 and 2023, the weighted-average interest rate of our total Notes payable and other borrowings, which include our Revolving Credit Agreement, Company Debt Securities, BGC Credit Agreement and collateralized borrowings, was 5.50% and 5.82%, respectively.

See Note 17—“Notes Payable and Other Borrowings” to our Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10‑K for information regarding our collateralized borrowings.

Short-term Borrowings

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

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

The agreement provided for short-term loans of up to $4.0 million (BRL 20.0 million).

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During June 2023, the borrowings under this agreement were repaid in full, and the loan was terminated.

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

As of December 31, 2022, there were $2.0 million (BRL10.0 million) of borrowings outstanding under this agreement.

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

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

As of both December 31, 2024 and 2023, there were no borrowings outstanding under the agreement.

BGC Partners did not record any interest expense related to the agreement for the year ended December 31, 2024.

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

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

The agreement provided for an intra-day overdraft credit line up to $8.1 million (BRL 50.0 million).

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On May 22, 2023 the agreement was renegotiated, increasing the credit line to $11.3 million (BRL 70.0 million).

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

The maturity date of the agreement is renewable every 90 days.

This agreement bears a fee of 1.32% per year.

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

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

As of December 31, 2024 and 2023, there were no borrowings outstanding under this agreement.

The bank fees related to the agreement were $0.2 million, $0.2 million and $0.2 million for the years ended December 31, 2024, 2023 and 2022, respectively.

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

The amended agreement provided for short-term loans of up to $4.0 million (BRL 20.0 million).

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

BGC Credit Agreement with Cantor

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

The BGC Credit Agreement provides for each party and certain of its subsidiaries to issue loans to the other party or any of its subsidiaries in the lender’s discretion in an aggregate principal amount up to $250.0 million outstanding at any time.

The BGC Credit Agreement replaced the previous Credit Facility between BGC Partners and an affiliate of Cantor, and was approved by the Audit Committee of BGC Partners.

On August 6, 2018, BGC Partners entered into an amendment to the BGC Credit Agreement, which increased the aggregate principal amount that can be loaned to the other party or any of its subsidiaries from $250.0 million to $400.0 million that can be outstanding at any time.

On October 6, 2023, BGC Group assumed all rights and obligations of BGC Partners under the BGC Credit Agreement.

The BGC Credit Agreement will mature on the earlier to occur of (a) March 19, 2024, after which the maturity date of the BGC Credit Agreement will continue to be extended for successive one-year periods unless prior written notice of non-extension is given by a lending party to a borrowing party at least six months in advance of such renewal date and (b) the termination of the BGC Credit Agreement by either party pursuant to its terms.

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

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

See Note 17—“Notes Payable and Other Borrowings” to our Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10‑K for information regarding our short-term borrowings.

DEBT REPURCHASE PROGRAM

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Conversely, changes in the market value of such securities are reflected in our earnings or other comprehensive income (loss) and will result in changes in our Liquidity.

The cumulative remaining balance as of December 31, 2023 was $18.8 million.

As of December 31, 2023, the Company and its consolidated subsidiaries had $655.6 million of Cash and cash equivalents.

In addition, the Company and its consolidated subsidiaries also held securities of $45.8 million within their Liquidity position as of December 31, 2023.

Discussion of the year ended December 31, 2024

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Total $ 897,781 $ 701,433

The $177.1 million increase in our Liquidity position from $524.3 million as of December 31, 2022 to $701.4 million as of December 31, 2023 was primarily related to the issuance of $350.0 million principal amount of BGC Partners 8.000% Senior Notes, $240.0 million of borrowings from the Revolving Credit Agreement, and cash flow from operations, partially offset by the repayment of the $450.0 million principal amount of, plus accrued interest on, the BGC Partners 5.375% Senior Notes, ordinary movements in working capital, the acquisitions of Trident, ContiCap, as well as Open Energy Group, tax payments, dividends and distributions, share repurchases, and our continued investments in Fenics Growth Platforms.

The $196.3 million increase in our Liquidity position from $701.4 million as of December 31, 2023 to $897.8 million as of December 31, 2024 was primarily related to a $140.4 million increase in Financial instruments owned, at fair value due to the Company purchasing treasury bills that mature on April 8, 2025.

Furthermore, Cash and cash equivalents increased by $55.9 million.

The Company received $171.7 million of contributions from the FMX Equity Partners, issued $500.0 million principal amount of BGC Group 6.600% Senior Notes and received $45.7 million of proceeds from the sale of Capitalab.

The cash increases were partially offset by the repayment of the combined $300.0 million aggregate principal amount of, plus accrued interest on, the BGC Group 3.750% Senior Notes and BGC Partners 3.750% Senior Notes, share repurchases of $262.2 million, cash used in the acquisition of Sage, net of cash acquired, of $64.2 million and the payment of dividends to stockholders of $34.1 million.

Discussion of the year ended December 31, 2023

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Total $ 701,433 $ 524,308

The $70.5 million decrease in our Liquidity position from $594.8 million as of December 31, 2021 to $524.3 million as of December 31, 2022 was primarily related to share and unit repurchases and redemptions, dividends and distributions, tax payments, our continued investment in Fenics Growth Platforms and ordinary movements in working capital.

CREDIT RATINGS

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CLEARING CAPITAL

In November 2008, we entered into a clearing capital agreement with Cantor to clear U.S.

In November 2008, we entered into the Clearing Capital Agreement with Cantor to clear U.S.

Treasury and U.S.

government agency securities transactions on our behalf.

In June 2020, this clearing capital agreement was amended to cover Cantor providing clearing services in all eligible financial products to us and not just U.S.

In June 2020, the Clearing Capital Agreement was amended to cover Cantor providing clearing services in all eligible financial products to us and not just U.S.

Treasury and U.S.

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Pursuant to the terms of this agreement, so long as Cantor is providing clearing services to us, Cantor shall be entitled to request from us cash or other collateral acceptable to Cantor in the amount reasonably requested by Cantor under the Clearing Capital Agreement or Cantor will post cash or other collateral on our behalf for a commercially reasonable charge.

On June 7, 2024, we amended the Clearing Capital Agreement to modify the rate charged by Cantor for posting margin in respect of trades cleared on behalf of the Company to a rate equal to Cantor’s cost of funding such margin through a draw on a third party credit facility provided to Cantor for which the use of proceeds is to finance clearinghouse margin deposits and related transactions.

The Clearing Capital Agreement amendment also assigned BGC Partners’ rights and obligations thereunder to BGC Group.

During the years ended December 31, 2024, 2023 and 2022, the Company was charged $4.4 million, $2.2 million and $0.8 million, respectively, by Cantor for the cash or other collateral posted by Cantor on BGC’s behalf.

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

Cantor held cash or other property from the Company as collateral as of December 31, 2024 at a fair value of $124.6 million.

REGULATORY REQUIREMENTS

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The ICARA process incorporates business model assessment, forecasting and stress testing, recovery planning and wind-down planning.

All firms were required to submit their proposed ICARA documentation by March 31, 2023, after which the FCA will provide feedback that may require further documentation and may lead to a change in capital requirements.

All firms were required to submit their proposed ICARA documentation by March 31, 2023, and then review its adequacy on an annual basis thereafter, after which the FCA provide feedback that may require further documentation and may lead to a change in capital requirements.

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

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As of December 31, 2024, these subsidiaries had aggregate regulatory net capital, as defined, in excess of the aggregate regulatory requirements, as defined, of $432.3 million.

In April 2013, the Board and Audit Committee authorized management to enter into indemnification agreements with Cantor and its affiliates with respect to the provision of any guarantees provided by Cantor and its affiliates from time to time as required by regulators.

These services may be provided from time to time at a reasonable and customary fee.

In 2020, the introducing broker guarantees were moved from CF&Co to Mint Brokers for the firm’s stand alone and foreign NFA registered introducing brokers.

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

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

persons for “made available to trade” products, and a wide range of other rules relating to the execution and clearing of derivative products have been implemented.

We also own ELX, which became a dormant contract market on July 1, 2017 and in July 2021, we completed the purchase of the CX Futures Exchange (now FMX Futures Exchange) from Cantor, which represents our futures exchange and related clearinghouse.

These rules require authorized execution facilities to maintain robust front-end and back-office IT capabilities and to make large and ongoing technology investments.

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

Much of our global derivatives volumes continue to be executed by non-U.S.

based clients outside the U.S.

and subject to local prudential regulations.

As such, we will continue to operate a number of European regulated venues in accordance with EU or U.K.

legislation and licensed by the FCA or EU-based national supervisors.

These venues are also operated for non-derivative instruments for these clients.

MiFID II was published by the European Securities and Markets Authority in September 2015, and implemented in January 2018 and introduced important infrastructural changes.

MiFID II requires a significant part of the market in these instruments to trade on trading venues subject to transparency regimes, not only in pre- and post-trade prices, but also in fee structures and access.

In addition, it has impacted a number of key areas, including corporate governance, transaction reporting, pre- and post-trade transparency, technology synchronization, best execution and investor protection.

MiFID II was intended to help improve the functioning of the EU single market by achieving a greater consistency of regulatory standards.

By design, therefore, it was intended that EU member states should have very similar regulatory regimes in relation to the matters addressed to MiFID.

MiFID II has also introduced a new regulated execution venue category called an OTF that captures much of the Voice-and Hybrid-oriented trading in the EU.

Much of our EU derivatives and fixed income execution business now takes place on OTFs.

Further to its decision to leave the EU, the U.K.

has implemented MIFID II’s requirements into its own domestic legislation.

Brexit may impact future market structures and MiFID II rulemaking and implementation due to potential changes in mutual passporting and equivalence arrangements between the U.K.

and EU member states (for further information see “Overview and Business Environment—Brexit” herein).

In addition, the GDPR came into effect in the EU on May 25, 2018 (with the equivalent in the U.K.) and creates new compliance obligations in relation to personal data.

The GDPR may affect our practices, and will increase financial penalties for non-compliance significantly.

Apart from some minor non-material changes, at this time there has not been any legislation from the EU Commission or the U.K.

Government that has materially changed how the U.K.

and EU approach financial regulation since MiFID II and the implementation of Brexit.

Although divergence of U.K.

regulation from EU regulation may occur, there has been no firm legislative change signaled or published by the FCA or the U.K.

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.

See “Regulation” included in Part I, Item 1 of this Annual Report on Form 10‑K for additional information related to our regulatory environment.

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474,326 473,390

Partnership units 2

RSUs and restricted stock (Treasury stock method) 2

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For the year ended December 31, 2024, the weighted-average number of shares of BGC Class A common stock was 363.9 million and Class B shares was 109.5 million.

2 Partnership units collectively include FPUs, LPUs, including contingent units of BGC Holdings for which all necessary conditions have been satisfied except for the passage of time, and Cantor units (see Note 2—“Limited Partnership Interests in BGC Holdings and Newmark Holdings” to our consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10‑K for more information).

2 For the quarter ended December 31, 2024, 16.4 million potentially dilutive securities were not included in the computation of fully diluted EPS because their effect would have been anti-dilutive.

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Anti-dilutive securities for the year ended December 31, 2024, included $15.6 million participating RSUs and $0.4 million participating restricted shares of BGC Class A common stock.

As of December 31,

2023, 63.3 million shares of contingent BGC Class A common stock, non-participating RSUs, and non-participating restricted shares of BGC Class A common stock were excluded from fully diluted EPS computations because the conditions for issuance had not been met by the end of the period.

The contingent BGC Class A common stock is recorded as a liability and included in “Accounts payable, accrued and other liabilities” in our Consolidated Statement of Financial Condition as of December 31, 2023.

As of December 31, 2024, 59.6 million shares of contingent BGC Class A common stock, non-participating RSUs, and non-participating restricted shares of BGC Class A common stock were excluded from fully diluted EPS computations because the conditions for issuance had not been met by the end of the period.

The contingent BGC Class A common stock is recorded as a liability and included in “Accounts payable, accrued and other liabilities” in our Consolidated Statements of Financial Condition as of December 31, 2024.

Registration Statements

We have the effective March 2021 Form S-3 Registration Statement, which was filed on March 8, 2021, with respect to the issuance and sale of up to an aggregate of $300.0 million shares of BGC Class A common stock from time to time on a delayed or continuous basis.

Our effective March 2021 Form S-3 Registration Statement was originally filed on March 8, 2021, with respect to the issuance and sale of up to an aggregate of $300.0 million of shares of BGC Class A common stock from time to time on a delayed or continuous basis.

As of December 31, 2024 , 2024, the Company had not issued shares of BGC Class A common stock under the March 2021 Form S-3.

We also entered into the July 2023 Sales Agreement, under which, we agreed to pay CF&Co 2% of the gross proceeds from the sale of shares.

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Certain of such executive officers and other employees of ours or our subsidiaries and of Cantor and its affiliates will be expected to use the proceeds from such sales to repay outstanding loans issued by, or credit enhanced by, Cantor or BGC.

We have the effective 2019 Form S-4 Registration Statement, which was filed on September 13, 2019, with respect to the offer and sale of up to 20 million shares of BGC Class A common stock from time to time in connection with business combination transactions, including acquisitions of other businesses, assets, properties or securities.

Our effective 2019 Form S-4 Registration Statement was originally filed on September 13, 2019, with respect to the offer and sale of up to 20 million shares of BGC Class A common stock from time to time in connection with business combination transactions, including acquisitions of other businesses, assets, properties or securities.

As of December 31, 2024, the Company had issued an aggregate of 3.4 million shares of BGC Class A common stock under the 2019 Form S-4 Registration Statement.

We have the effective DRIP Registration Statement, which was filed on June 24, 2011, with respect to the offer and sale of up to 10 million shares of BGC Class A common stock under the DRIP.

Our effective DRIP Registration Statement was originally filed on June 24, 2011, with respect to the offer and sale of up to 10 million shares of BGC Class A common stock under the DRIP.

As of December 31, 2024, the Company had issued 0.8 million shares of BGC Class A common stock under the DRIP.

We have the effective Equity Plan Registration Statement, which was filed on July 3, 2023, for the BGC Group Equity Plan, registering the offer and sale of up to 600 million shares of BGC Class A common stock.

Our effective Registration Statement on Form S-8 was originally filed on July 3, 2023, with respect to the offer and sale of up to 600 million shares of BGC Class A common stock under the BGC Group Equity Plan.

The BGC Group Equity Plan provides for a maximum of 600 million shares of BGC Class A common stock that may be delivered or cash settled pursuant to the exercise or settlement of awards granted under the BGC Group Equity Plan.

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Since 2016, the Company has completed acquisitions whose purchase price included an aggregate of approximately 4.9 million shares of the BGC Class A common stock (with an acquisition date fair value of approximately $22.5 million), 0.1 million LPUs (with an acquisition date fair value of approximately $0.2 million), 0.2 million RSUs (with an acquisition date fair value of approximately $1.2 million) and $68.0 million in cash that may be issued contingent on certain targets being met through 2029.

As of December 31, 2023, the Company has issued 1.4 million shares of BGC Class A common stock, 0.2 million RSUs and paid $53.4 million in cash related to such contingent payments.

As of December 31, 2024, the Company has issued 2.0 million shares of BGC Class A common stock, 0.2 million of RSUs and paid $54.4 million in cash related to such contingent payments.

As of December 31, 2024, there are 0.4 million shares of BGC Class A common stock, including contingent shares for which all necessary conditions have been satisfied except for the passage of time and which are included in our computation of basic EPS, as well as 2.2 million shares of BGC Class A common stock which will be issued if related targets are met and $7.1 million in cash which will be issued if related targets are met, net of forfeitures and other adjustments.

LEGAL PROCEEDINGS

On August 10, 2023, the shareholder derivative suit concerning our 2017 acquisition of Berkeley Point (as described below) was fully and finally decided in favor of the defendants, with the Delaware Chancery Court issuing a post-trial decision denying the plaintiffs’ causes of action and finding that the transaction was entirely fair to our shareholders and the Delaware Supreme Court affirming that result.

On October 5, 2018 Roofers Local 149 Pension Fund filed a putative derivative complaint in the Delaware Chancery Court, captioned Roofers Local 149 Pension Fund vs.

Howard Lutnick, et al.

2018-0722), alleging breaches of fiduciary duty against (i) the members of the Board, (ii) Howard Lutnick, CFGM, and Cantor as controlling stockholders of

BGC, and (iii) Howard Lutnick as an officer of BGC.

The complaint challenges the transactions by which BGC (i) completed the Berkeley Point acquisition from CCRE for $875 million and (ii) committed to invest $100 million for a 27% interest in Real Estate, L.P.

Among other things, the complaint alleges that (i) the prices BGC paid in connection with the transactions were unfair, (ii) the process leading up to the transaction was unfair, and (iii) the members of the special committee of the Board were not independent.

It seeks to recover for the Company unquantified damages, as well as attorneys’ fees.

A month later, on November 5, 2018, the same plaintiffs’ firm filed an identical putative derivative complaint against the same defendants seeking the same relief on behalf of a second client, Northern California Pipe Trades Trust Funds.

The cases were consolidated into a single action, captioned In re BGC Partners, Inc.

Derivative Litigation (Consolidated C.A.

2018-0722-AGB), and the complaint filed by Roofers Local 149 Pension Fund on October 5, 2018 was designated as the operative complaint.

A trial was held before Vice Chancellor Lori Will on October 11, 2021, which concluded on October 15, 2021.

Following the close of the hearing, the parties submitted post-trial briefing and presented oral argument on March 2, 2022.

On April 14, 2022, the Court requested limited additional briefing, which the parties submitted on May 13, 2022.

On August 19, 2022, the Court issued a post-trial memorandum opinion in favor of BGC, its directors, and controlling shareholders, ruling that the transactions were entirely fair to BGC’s shareholders with respect to both process and price.

The Court found that “Berkeley Point was, by all accounts, a unique asset particularly appealing to BGC” and that the price negotiated by BGC’s Special Committee and agreed to by Cantor was at the “lower end” of a range of reasonable prices.

The Court further found the Special Committee was “independent, fully empowered, and well-functioning.” Final judgment in the case was entered for the defendants and against the plaintiffs on September 27, 2022.

The same day, the plaintiffs filed a notice of appeal, seeking reversal of the memorandum opinion and final judgment.

Following briefing, oral argument took place before the Delaware Supreme Court on May 24, 2023.

On August 10, 2023, the Delaware Supreme Court issued an Order affirming the trial court’s decision “on the basis of and for the reasons stated” in the August 19, 2022 opinion, concluding the litigation.

On March 9, 2023, a purported class action complaint was filed against Cantor, BGC Holdings, and Newmark Holdings in the U.S.

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The plaintiffs seek a determination that the case may be maintained as a class action, an injunction prohibiting the allegedly anticompetitive conduct, and monetary damages of at least $5.0 million.

On April 28, 2023, defendants filed a motion to dismiss the complaint.

In response, the plaintiffs filed an amended complaint.

On July 14, 2023, defendants filed a motion to dismiss the amended complaint.

The plaintiffs then filed a second amended complaint in March 2024.

On December 2, 2024, the Court granted defendants’ motion to dismiss the second amended complaint in its entirety.

On December 16, 2024, plaintiffs filed a notice of appeal to the Third Circuit Court of Appeals.

The Company believes the lawsuit has no merit.

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2024-0146-LWW.

Defendants moved to dismiss the complaint on April 22, 2024.

The motion was argued at a hearing on January 9, 2025, after which the Court took the matter under advisement.

While the lawsuit is in its early stages and does not name the Company as a party, the Company believes the action lacks merit.

CANTOR PURCHASE OF LIMITED PARTNERSHIP INTERESTS

Cantor had the right to purchase Cantor units from BGC Holdings upon redemption of non-exchangeable FPUs redeemed by BGC Holdings upon termination or bankruptcy of the Founding/Working Partner.

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

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

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

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

On April 16, 2023, Cantor purchased from BGC Holdings an aggregate of 533,757 Cantor units for an aggregate consideration of $1,051,080 as a result of the redemption of 533,757 FPUs, and 85,775 Cantor units for aggregate consideration of $173,154 as a result of the exchange of 85,775 FPUs.

On June 30, 2023, Cantor purchased from BGC Holdings an aggregate of 5,425,209 Cantor units for an aggregate consideration of $9,715,772 as a result of the redemption of 5,425,209 FPUs, and 324,223 Cantor units for an aggregate consideration of $598,712 as a result of the exchange of 324,223 FPUs.

As of December 31, 2023, there were no FPUs in BGC Holdings remaining.

EQUITY METHOD INVESTMENTS

The Company was authorized to enter into loans, investments or other credit support arrangements for Aqua;

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

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

The Company has been further authorized to provide counterparty or similar guarantees on behalf of Aqua from time to time, provided that liability for any such guarantees, as well as similar guarantees provided by Cantor, would be shared proportionally with Cantor (see Note 13—“Related Party Transactions” to our Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10‑K for more information).

UNIT REDEMPTIONS AND EXCHANGES—EXECUTIVE OFFICERS

CERTAIN RELATED PARTY TRANSACTIONS

Transactions with Executive Officers and Directors

On February 5, 2025, the Company accelerated the vesting of 1,304,864 of Howard Lutnick’s RSUs granted under the BGC Group Equity Plan, which each represented a contingent right to receive one share of Class A Common Stock, delivered less 721,590 shares withheld by the Company for taxes at $9.38 per share, in the amount of 583,274 net shares.

The acceleration of the vesting of the RSUs and the withholding of shares for taxes was approved by the Compensation Committee of the Company.

On October 7, 2024, the Compensation Committee approved the redemption of 327,127 non-exchangeable Newmark Holdings LPUs and 30,285 non-exchangeable Newmark Holdings PLPUs with a determination amount of $278,258, held by Mr.

In connection with this redemption, Mr.

Windeatt received 271,362 shares of Newmark Class A common stock (239,428 Newmark Holdings LPUs multiplied by the then-current Exchange Ratio) and a cash payment of $251,128 (27,332 Newmark Holdings PLPUs).

The remaining 31,700 of Newmark Holdings LPUs and 2,953 Newmark Holdings PLPUs with a determination amount of $27,130, were redeemed for zero in connection with Mr.

Windeatt’s LLP status.

On August 8, 2024, Mr.

Richards, a member of our Board, sold 13,063 shares of Class A common stock to the Company.

The sale price per share of $9.11 was the closing price of a share of Class A common stock on August 8, 2024.

The transaction was approved by the Audit Committee of the Board and was made pursuant to the Company’s stock buyback authorization.

On January 2, 2024, Mr.

Merkel sold 136,891 shares of Class A common stock to the Company in an exempt transaction made pursuant to Rule 16b-3 under the Exchange Act.

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

The sale price per share of $6.98 was the closing price of a share of Class A common stock on January 2, 2024.

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On September 21, 2023, Mr.

Windeatt sold 474,808 shares of Class A common stock to the Company in an exempt transaction made pursuant to Rule 16b-3 under the Exchange Act.

Windeatt sold 474,808 shares of Class A common stock to the Company.

The sale price per share of $5.29 was the closing price of a share of Class A common stock on September 21, 2023.

The transaction was approved by the Audit Committee and the Compensation Committee of the Board and was made pursuant to the Company’s stock buyback authorization.

In connection and in consideration for Mr.

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

Windeatt (calculated based upon the closing price of the Company’s Class A common stock on July 10, 2023 which was $4.45) and the vesting of $780,333 of the RSU Tax Account held by Mr.

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

On June 8, 2023, the Company repurchased 128,279 exchangeable limited partnership interests held by Mr.

Windeatt at a price of $4.79, the closing price of a share of Class A common stock on June 8, 2023.

This repurchase was approved by the Compensation Committee of BGC Partners.

These exchangeable limited partnership interests in BGC Holdings were granted to Mr.

Windeatt on April 1, 2021 by the Compensation Committee as non-exchangeable limited partnership interests which became exchangeable on a one-to-one basis for BGC Class A common stock on April 1, 2023.

On June 8, 2023, the Company repurchased all of Mr.

Windeatt’s 128,279 exchangeable BGC Holdings LPUs at a price of $4.79 per unit, which was the closing price of a share of Class A common stock on June 8, 2023.

The Compensation Committee granted Mr.

Windeatt 128,279 non-exchangeable BGC Holdings LPUs on April 1, 2021.

Pursuant to the exchange rights schedule of the grant, on April 1, 2023, the 128,279 non-exchangeable BGC Holdings LPUs became immediately exchangeable.

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

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Merkel’s 148,146 NPSU-CVs, 33,585 PSU-CVs, and 74,896 PSUs were redeemed for zero and an aggregate of 256,627 shares of Class A common stock were granted to Mr.

Merkel, and 148,146 NPPSU-CVs with a total determination amount of $681,250 and 33,585 PPSU-CVs with a total determination amount of $162,500 were redeemed for an aggregate cash payment

Merkel, and 148,146 NPPSU-CVs with a total determination amount of $681,250 and 33,585 PPSU-CVs with a total determination amount of $162,500 were redeemed for an aggregate cash payment of $843,750.

After deduction of shares of BGC Class A common stock to satisfy applicable tax withholding through the surrender of shares of BGC Class A common stock valued at $4.61 per share, Mr.

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Lutnick no longer held any limited partnership units of BGC Holdings.

On April 18, 2023, the Dr.

Bell sold 21,786 shares of Class A common stock to the Company.

On April 18, 2023, Dr.

Bell, a member of our Board, sold 21,786 shares of Class A common stock to the Company.

The sale price per share of $4.59 was the closing price of a share of Class A common stock on April 18, 2023.

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

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

Effective December 21, 2021, 1,939,896 of Mr.

Lutnick’s non-exchangeable BGC Holding PPSUs were redeemed for a payment of $10,851,803.

Lutnick also elected to redeem all of his 425,766 exchangeable BGC Holdings PPSUs for a payment of $1,525,706.

In connection with the foregoing, Mr.

Lutnick’s 2,011,731 non-exchangeable BGC Holdings PSUs were redeemed for zero and 2,011,731 shares of BGC Class A common stock were issued to Mr.

In addition, 376,651 H Units held by Mr.

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

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

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

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

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

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

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

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

John Abularrage Agreements

Abularrage Employment Agreement

On February 18, 2025, BGC Financial, L.P.

(“BGC Financial”), a subsidiary of the Company, entered into an amended and restated employment agreement with John Abularrage, effective as of February 18, 2025 (the “Abularrage Employment Agreement”).

Pursuant to the terms of the Abularrage Employment Agreement, Mr.

Abularrage will receive a base salary of $750,000 (“Base Salary”) per year and an annual bonus of $2,500,000 (with the Base Salary, the “Guaranteed Total Compensation”) provided that Mr.

Abularrage remains in Good Standing (as defined in the Abularrage Employment Agreement) as described therein.

Pursuant to the terms of the Abularrage Employment Agreement, up to twenty-five percent (25%) of Mr.

Abularrage’s annual Guaranteed Total Compensation may be awarded in the form of an equity award of restricted stock units (“RSUs”) containing ratable 5-year vesting periods, as determined annually by the Compensation Committee of the Company.

The Abularrage Employment Agreement provides for a term through at least December 31, 2034 (the “Abularrage Employment Term”) except the Company may terminate the Abularrage Employment Term by written notice (i) in the case of disability, 150 days in any period of 285 consecutive days, or (ii) for Cause (as defined therein).

Abularrage shall remain an employee of the Company following the termination of the Abularrage Employment Term except in the case that either party provides at least (i) thirty-six (36) months’ written notice (the “Termination Notice”) to voluntarily terminate his employment following the Abularrage Employment Term.

If the Abularrage Employment Term is terminated via the Termination Notice, any of Mr.

Abularrage’s RSUs granted under the Abularrage Employment Agreement shall continue to vest for a period of one (1) year following the termination of the Abularrage Employment Term, or two (2) years following the termination of the Abularrage Employment Term if Mr.

Abularrage was paid $3,250,000 in excess of his Guaranteed Total Compensation, including any signing bonus previously distributed pursuant to Mr.

Abularrage’s prior employment agreement, during the Abularrage Employment Term, provided that in each case Mr.

Abularrage has not materially breached any of the provisions of the Abularrage Employment Agreement during the Abularrage Employment Term and complies with the non-competition and non-solicitation provisions as described below.

The Abularrage Employment Agreement provides for customary confidentiality provisions.

Pursuant to the Abularrage Employment Agreement, Mr.

Abularrage is subject to (i) a non-competition provision during the Term and for a period of one (1) year following the termination of the Abularrage Employment Term and relating to any business activity that is in competition with, or otherwise related to or arises from, the then current or contemplated business of BGC or any affiliate, or two (2) years in the case that Mr.

Abularrage was paid $3,250,000 in excess of his Guaranteed Total Compensation, including any signing bonus previously distributed pursuant to Mr.

Abularrage’s prior employment agreement, during the Abularrage Employment Term (the “Restrictive Period”), (ii) a non-solicitation provision relating to the Company’s clients (as described therein) for a period of one (1) year following the termination of the Abularrage Employment Term, or two (2) years in the case that Mr.

Abularrage was paid $3,250,000 in excess of his Guaranteed Total Compensation, including any signing bonus previously distributed pursuant to Mr.

Abularrage’s prior employment agreement, during the Abularrage Employment Term, and (iii) a non-solicitation provision relating to the Company’s employees for a period of three (3) years following the termination of the Abularrage Employment Term During the Restrictive Period.

Abularrage shall be paid monthly an amount equal to one-twelfth (1/12th) of his annualized salary at the time of the termination of the Abularrage Employment Term, provided that Mr.

Abularrage is in compliance with all restrictive covenants related to the Restrictive Period as described in the Abularrage Employment Agreement.

Abularrage Bonus Pool Letter

On February 18, 2025, BGC Financial entered into an amended and restated bonus pool letter with John Abularrage, effective as of February 18, 2025 (the “Abularrage Bonus Letter”).

Under the terms of the Abularrage Bonus Letter, Mr.

Abularrage is eligible for a seventy-five percent (75%) allocation (“Pool Allocation”) of an incentive bonus pool (the “Bonus Pool”) relating to the Profit Before Tax (“PBT”) of the Core Business, Americas Acquisitions, and Portfolio Match businesses of the Company, each as described therein, during the Abularrage Employment Term.

The Compensation Committee of the Company shall determine the Bonus Pool annually and make all final determinations on a calendar year basis.

Pursuant to the terms of the Abularrage Bonus Letter, up to twenty-five percent (25%) of Mr.

Abularrage’s bonus compensation under the Abularrage Bonus Letter may be awarded in the form of an equity award of RSUs containing ratable 5-year vesting periods, as determined annually by the Compensation Committee of the Company.

With respect to each calendar year of the Abularrage Employment, the Bonus Pool shall be calculated as:

(1) the applicable Bonus Pool Payout Rate (as defined in the Abularrage Bonus Letter) multiplied by the Bonus PBT (as defined in the Abularrage Bonus Letter) plus (2) five percent (5%) of the incremental Portfolio Match PBT (as defined in the Abularrage Bonus Letter), if any, above fifteen million dollars ($15,000,000) (“Bonus PM PBT”), provided that Mr.

Abularrage shall only be eligible for Pool Allocation based on a Bonus PM PBT to the extent he has not met his Total Contractual Compensation (as defined in the Abularrage Bonus Letter) cap of $15,000,000 with respect to the same calendar year.

If the Bonus PBT is a negative number (the “Bonus PBT Deficit”), then that Bonus PBT Deficit shall be carried forward year to year and offset on a dollar-for-dollar basis as part of the calculation of the Bonus Pool in each subsequent calculation period until such Bonus PBT Deficit has been fully offset.

Additionally, Mr.

Abularrage will be eligible to receive discretionary incentive bonus awards under the BGC Group, Inc.

Incentive Bonus Compensation Plan and BGC Group, Inc.

Long Term Incentive Plan.

To be eligible to receive bonuses under the Abularrage Bonus Letter, Mr.

Abularrage must remain in Good Standing (as defined therein) as of the applicable award or grant date of any bonus awards.

JP Aubin Agreements

Aubin Employment Agreement

On February 18, 2025, BGC Brokers LP (“BGC Brokers”), a subsidiary of the Company, entered into an amended and restated employment agreement with JP Aubin, effective as of February 18, 2025 (the “Aubin Employment Agreement”).

Pursuant to the terms of the Aubin Employment Agreement, Mr.

Aubin will receive a base salary of €705,000 per year (approximately $739,439 per year as of February 18, 2025) and additional benefits as described therein, including an annual housing allowance and company car.

Additionally, Mr.

Aubin will be eligible to receive discretionary incentive bonus awards under the BGC Group, Inc.

Incentive Bonus Compensation Plan and BGC Group, Inc.

Long Term Incentive Plan.

The Aubin Employment Agreement provides for a term through at least December 31, 2029 (the “Aubin Employment Term”), except in the case that either party provides at least (i) two (2) years’ notice to voluntarily terminate the Aubin Employment Term, (ii) three (3) months’ notice to terminate the Aubin Employment Term in the case of injury or sickness for six (6) consecutive months in any period of twelve (12) months, or (iii) for cause.

The Aubin Employment Agreement provides for customary confidentiality provisions.

Pursuant to the Aubin Employment Agreement, Mr.

Aubin is subject to (i) a non-competition provision during the Aubin Employment Term and for a period of two (2) years following the termination of the Aubin Employment Term and relating to Restricted Business (as defined therein) and (ii) a non-solicitation provision relating to the Company’s clients (as described therein) for a period of twelve (12) months and employees for a period of thirty-six (36) months following the termination of the Aubin Employment Term.

Aubin Consultancy Agreement

On February 18, 2025, BGC Services (Holdings) LLP (the “U.K.

Partnership”) entered into a consultancy contract with JP Aubin, effective as of February 18, 2025 (the “Aubin Consultancy Agreement”).

Pursuant to the terms of the Aubin Consultancy Agreement, Mr.

Aubin will receive a consultancy fee of €100,000 per year (approximately $104,885 per year as of February 17, 2025).

The Aubin Consultancy Agreement provides for a term commencing on the earlier of the termination date of the Aubin Employment Agreement and the Aubin Employment Term, and provides for a term of up to three (3) years following the commencement date, unless otherwise terminated by Mr.

Aubin at an earlier date (the “Consultancy Term”).

The Aubin Consultancy Agreement provides for customary confidentiality provisions.

Pursuant to the Aubin Consultancy Agreement, Mr.

Aubin is subject to (i) a non-competition provision during the Consultancy Term and for a period of twelve (12) months following the termination of the Consultancy Term and relating to Restricted Business (as defined therein) and (ii) a non-solicitation provision relating to the Company’s clients and employees (as described therein) for a period of twelve (12) months following the termination of the Consultancy Term.

Sean Windeatt Amended Deed of Adherence

On February 18, 2025, Sean Windeatt and the U.K.

Partnership executed a Deed of Amendment (the “2025 Deed of Amendment”), which amends the Deed of Adherence, dated January 22, 2014, between Mr.

Windeatt and the U.K.

Partnership and the Deeds of Amendment, dated February 24, 2017, November 5, 2020 and July 12, 2023, between Mr.

Windeatt and the U.K.

Partnership (as amended, the “Deed”).

Pursuant to the 2025 Deed of Amendment, Mr.

Windeatt’s membership in the U.K.

Partnership was extended to a minimum initial period of up to and including June 30, 2034 (the “Initial Period”).

In addition, under the 2025 Deed of Amendment, commencing July 1, 2032, either party may terminate the Deed by giving written notice to the other party at least 24 months prior to the expiration of the Initial Period.

Windeatt’s membership, unless terminated earlier in accordance with the terms of the Deed, will continue following June 30, 2034 on the same terms and conditions set forth in the Deed until written notice to terminate is provided and the 24-month notice period expires.

Pursuant to the 2025 Deed of Amendment, Mr.

Windeatt is also entitled to an increase in drawings from an aggregate amount of £700,000 per year (£58,333 per month) (approximately $881,615 per year or $73,467 per month as of February 18, 2025) to an aggregate amount of £750,000 per year (£62,500 per month) (approximately $944,587 per year or $78,716 per month as of February 18, 2025) effective January 1, 2025, which shall be reviewed by the Compensation Committee of the Company annually.

Additionally, in connection with the execution of the 2025 Deed of Amendment, Mr.

Windeatt will be awarded a one-time allocation of profit in the sum of $460,000 (less applicable income tax deductions and insurance contributions).

The 2025 Deed of Amendment extends Mr.

Windeatt’s employee non-solicitation provision duration to thirty-six (36) months.

All other terms and conditions of Mr.

Windeatt’s membership in the U.K.

Partnership are unaffected by the 2025 Deed of Amendment.

Windeatt 2023 Deed of Amendment

On July 12, 2023, Mr.

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

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

Partnership regarding the terms of his employment.

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

Windeatt’s membership in the U.K.

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

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

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

Pursuant to the 2023 Deed of Amendment, Mr.

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

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

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

In connection and in consideration for Mr.

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

Windeatt (calculated based upon the closing price of the Company’s Class A common stock on July 10, 2023 which was $4.45) and the vesting of $780,333 of the RSU Tax Account held by Mr.

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

Other Related Party Transactions

Cantor Referral Fee

On October 30, 2024, the Audit Committee approved the receipt of a referral fee of $1.5 million paid to the Company by an affiliate of Cantor in connection with the introduction by certain of the Company’s brokers of a Cantor client to a Cantor affiliate.

Additionally, the Audit Committee approved attributing the entire referral fee to the individual brokers in the form of an award of the Company’s RSUs.

MARKET SUMMARY

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1 Debt and collateralized borrowings reflects $255.5 million of BGC Group 3.750% Senior Notes (the $255.5 million represents the principal amount of the debt;

the carrying value of the BGC Group 3.750% Senior Notes as of December 31, 2023 was approximately $254.8 million), $288.2 million of BGC Group 4.375% Senior Notes (the $288.2 million represents the principal amount of the debt;

1 Debt and collateralized borrowings reflects $200.0 million of borrowings by the Company, which includes deferred financing costs of $4.2 million, outstanding under the Revolving Credit Agreement as of December 31, 2024;

$288.2 million of BGC Group 4.375% Senior Notes (the $288.2 million represents the principal amount of the debt;

the carrying value of the BGC Group 4.375% Senior Notes as of December 31, 2024 was approximately $287.5 million);

$347.2 million of BGC Group 8.000% Senior Notes (the $347.2 million represents the principal amount of the debt;

the carrying value of the BGC Group 8.000% Senior Notes as of December 31, 2024 was approximately $344.6 million) and $500.0 million of BGC Group 6.600% Senior Notes (the $500.0 million represents the principal amount of the debt;

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Debt and collateralized borrowings reflects $11.8 million of BGC Partners 4.375% Senior Notes (the $11.8 million represents the principal amount of the debt;

the carrying value of the BGC Partners 3.750% Senior Notes as of December 31, 2023 was approximately $44.4 million), $11.8 million of BGC Partners 4.375% Senior Notes (the $11.8 million represents the principal amount of the debt;

the carrying value of the BGC Partners 4.375% Senior Notes as of December 31, 2024 was approximately $11.8 million) and $2.3 million of BGC Partners 8.000% Senior Notes (the $2.3 million represents the principal amount of the debt;

the carrying value of the BGC Partners 8.000% Senior Notes as of December 31, 2024 was approximately $2.3 million).

See Note 17—“Notes Payable, Other and Short-Term Borrowings” in Part II, Item 8 of this Annual Report on Form 10-K for more information regarding these obligations, including timing of payments and compliance with debt covenants.

See Note 17—“Notes Payable and Other Borrowings” for more information regarding these obligations, including timing of payments and compliance with debt covenants.

2 Operating leases and finance leases are related to rental payments under various non-cancelable leases, principally for office space, data centers and office equipment are presented net of sublease payments to be received.

As of December 31, 2024, there were no sublease payments to be received over the life of the agreements.

3 Interest on debt and collateralized borrowings reflects a total of $7.1 million of interest expense associated with the BGC Group 3.750% Senior Notes, $1.2 million of interest expense associated with the BGC Partners 3.750% Senior Notes, $24.5 million of interest expense associated with the BGC Group 4.375% Senior Notes, $1.0 million of interest expense associated with the BGC Partners 4.375% Senior Notes, $122.3 million of interest expense associated with the BGC Group 8.000% Senior Notes, and $1.0 million of interest expense associated with the BGC Partners 8.000% Senior Notes.

Interest on debt and collateralized borrowings also includes interest on the undrawn portion of the committed unsecured senior Revolving Credit Agreement which was calculated through the maturity date of the facility, which is March 10, 2025.

3 Interest on debt and collateralized borrowings reflects a total of $3.2 million of interest expense associated with the Company's borrowings under the Revolving Credit Agreement;

$11.9 million of interest expense associated with the BGC Group 4.375% Senior Notes, $0.5 million of interest expense associated with the BGC Partners 4.375% Senior Notes, $94.5 million of interest expense associated with the BGC Group 8.000% Senior Notes, $0.6 million of interest expense associated with the BGC Partners 8.000% Senior Notes, and $146.7 million of interest expense associated with the BGC Group 6.600% Senior Notes.

As of December 31, 2024, the undrawn portion of the committed unsecured Revolving Credit Agreement was $500.0 million.

4 The Company completed the calculation of the one-time transition tax on the deemed repatriation of foreign subsidiaries’ earnings pursuant to the Tax Act and previously recorded a net cumulative tax expense of $28.6 million, net of foreign tax credits, with an election to pay the taxes over eight years with 40% to be paid in equal installments over the first five years and the remaining 60% to be paid in installments of 15%, 20% and 25% in years six, seven and eight, respectively.

During the second quarter of 2024, the Company settled its 2017 audit with the IRS which included the transition tax.

The revised net cumulative transition tax expense is $25.3 million, net of foreign tax credits, resulting in a net adjustment of the payable balance by $3.3 million.

The Company made an election to pay the taxes over eight years with 40% to be paid in equal installments over the first five years and the remaining 60% to be paid in installments of 15%, 20% and 25% in years six, seven and eight, respectively.

The cumulative remaining balance as of December 31, 2024 is $11.4 million.

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The fair value of RSU awards to employees is based on the market value of the BGC Class A common stock on the grant date.

As part of employee compensation, we have granted both participating RSUs, which receive dividends, or non-

participating RSUs.

As part of employee compensation, we have granted both participating RSUs, which receive dividends, or non-participating RSUs.

For non-participating RSUs, which do not receive dividend equivalents, we adjust the fair value of the RSUs for the present value of expected forgone dividends, which requires us to include an estimate of expected dividends as a valuation input.

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Certain LPUs were granted exchangeability into shares of BGC or Newmark Class A common stock or were redeemed in connection with the grant of BGC or Newmark Class A common stock issued;

BGC Class A common stock was issued on a one-for-one basis, and Newmark Class A common stock is issued based on the number of LPUs exchanged or redeemed

multiplied by the then-current Exchange Ratio.

BGC Class A common stock was issued on a one-for-one basis, and Newmark Class A common stock is issued based on the number of LPUs exchanged or redeemed multiplied by the then-current Exchange Ratio.

At the time exchangeability was granted or shares of BGC or Newmark Class A common stock were issued, we recognized an expense based on the fair value of the award on that grant date, which was included in “Equity-based compensation and allocations of net income to limited partnership units and FPUs” in our Consolidated Statements of Operations.

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Compensation expense related to these LPUs was recognized over the stated service period, and these units generally vest between two and five years.

During the years ended December 31, 2023, 2022 and 2021, we incurred equity-based compensation expense related to these LPUs of $40.9 million, $73.7 million, and $78.6 million, respectively.

During the years ended December 31, 2023 and 2022, we incurred equity-based compensation expense related to these LPUs of $40.9 million and $73.7 million, respectively.

This expense is included in “Equity-based compensation and allocations of net income to limited partnership units and FPUs” in our Consolidated Statements of Operations.

31 unchanged sentences

The amount of the allowance is based on significant estimates and the ultimate losses may vary from such estimates as more information becomes available or conditions change.

Additional disclosures regarding our accounting for CECL are provided in Note 25 — “Current Expected Credit Losses” to our consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K.

Additional disclosures regarding our accounting for CECL are provided in Note 25 — “Current Expected Credit Losses (CECL)” to our consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K.

We account for income taxes using the asset and liability method as prescribed in U.S.

2 unchanged sentences

Certain of our entities are taxed as U.S.

partnerships and are subject to UBT in the City of New York.

Therefore, the tax liability or benefit related to the partnership income or loss except for UBT rests with the partners (see Note 2—“Limited Partnership Interests in BGC Holdings and Newmark Holdings” to our Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10‑K for a discussion of partnership interests), rather than the partnership entity.

partnerships and are primarily subject to UBT in the City of New York.

Therefore, the tax liability or benefit related to the partnership income or loss except for UBT rests with the partners rather than the partnership entity (see Note 2—“Limited Partnership Interests in BGC Holdings and Newmark Holdings” to our Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10‑K for a discussion of partnership interests).

As such, the partners’ tax liability or benefit is not reflected in our Consolidated Financial Statements.

16 unchanged sentences

See Note 3—“Summary of Significant Accounting Policies” to our consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10‑K for additional information regarding these critical accounting policies and other significant accounting policies.

Other than changes due to the Corporate Conversion, there have been no other significant changes to the Company’s critical accounting policies and estimates during fiscal year 2023.

There have been no other significant changes to the Company’s critical accounting policies and estimates during fiscal year 2024.

RECENT ACCOUNTING PRONOUNCEMENTS

1 unchanged sentence

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 7. Management’s Discussion and Analysis