What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-03-03 compared with 2024-02-29 · 540 added, 525 removed, 1999 unchanged (35% of the section changed)

18 unchanged sentences

generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 29, 2024 expressed an unqualified opinion thereon.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated March 3, 2025 expressed an unqualified opinion thereon.

Basis for Opinion

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New York, New York

February 29, 2024

March 3, 2025

Report of Independent Registered Public Accounting Firm

4 unchanged sentences

(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on the COSO criteria.

As indicated in the accompanying Management’s Report on Internal Control over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Trident Brokerage Services, LLC, ContiCap SA and Open Energy Group Inc., which are included in the 2023 consolidated financial statements of the Company and constituted 0.6%, 1.6%, and 0.0% of total assets, 1.4%, 4.6%, and 0.1% of net assets, respectively, as of December 31, 2023, and 1.6%, 0.2%, and 0.0% of revenues, respectively, for the year then ended.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of Trident Brokerage Services, LLC and ContiCap SA and Open Energy Group Inc.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated statements of financial condition of the Company as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income (loss), cash flows and changes in equity for each of the three years in the period ended December 31, 2023, and the related notes and the financial statement schedule listed in the Index at Item 15(a)(2) and our report dated February 29, 2024 expressed an unqualified opinion thereon.

As indicated in the accompanying Management’s Report on Internal Control over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Sage Energy Partners, LP which is included in the 2024 consolidated financial statements of the Company and constituted 0.5% of total assets, and 0.6% of net assets as of December 31, 2024, and 0.7% of revenues for the year then ended.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of Sage Energy Partners, LP.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated statements of financial condition of the Company as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income (loss), cash flows and changes in equity for each of the three years in the period ended December 31, 2024, and the related notes and the financial statement schedule listed in the Index at Item 15(a)(2) and our report dated March 3, 2025 expressed an unqualified opinion thereon.

Basis for Opinion

16 unchanged sentences

New York, New York

February 29, 2024

March 3, 2025

BGC GROUP, INC.

16 unchanged sentences

Liabilities, Redeemable Partnership Interest, and Equity

Short-term borrowings $ — $ 1,917

Accrued compensation 227,869 206,364

5 unchanged sentences

Commitments, contingencies and guarantees (Note 19)

Redeemable partnership interest — 15,519

Stockholders’ equity:

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

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

1,500,000,000 shares authorized at December 31, 2024 and December 31, 2023, respectively;

424,361,066 and 403,574,835 shares issued at December 31, 2024 and December 31, 2023, respectively;

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

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

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

300,000,000 shares authorized at December 31, 2024 and December 31, 2023, respectively;

109,452,953 issued and outstanding at December 31, 2024 and December 31, 2023, respectively, convertible into Class A common stock

Additional paid-in capital 2,311,104 2,105,130

63 unchanged sentences

Foreign currency translation adjustments ( 21,515 ) 7,607 ( 5,668 )

Benefit plans — — 301

Total other comprehensive income (loss), net of tax ( 21,515 ) 7,607 ( 5,668 )

11 unchanged sentences

Adjustments to reconcile consolidated net income (loss) to net cash provided by (used in) operating activities:

Gain on Insurance Business Disposition — — ( 312,941 )

Fixed asset depreciation and intangible asset amortization 81,434 80,417 75,054

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CASH FLOWS FROM INVESTING ACTIVITIES:

Gross proceeds from Insurance Business Disposition $ — $ — $ 534,916

Cash and restricted cash transferred as part of Insurance Business Disposition — — ( 369,407 )

Proceeds from disposal of subsidiary 45,741 — 512

4 unchanged sentences

Payments for acquisitions, net of cash acquired ( 64,174 ) ( 39,755 ) —

Purchase of investment carried under measurement alternative ( 13,155 ) — —

Loan to related parties ( 180,000 ) — —

Repayment of loan to related parties 180,000 — —

Purchase of other assets ( 627 ) ( 475 ) ( 612 )

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CASH FLOWS FROM FINANCING ACTIVITIES:

Repayments of long-term debt and collateralized borrowings

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

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

754,321 ( 75 ) 298,419

Repayments of long-term debt borrowings $ ( 815,000 ) $ ( 623,251 ) $ ( 6,391 )

Issuance of long-term debt, net of deferred issuance costs 965,057 754,321 ( 75 )

Repayment of short-term borrowings from related parties ( 275,000 ) — —

Issuance of short term borrowings from related parties 275,000 — —

Earnings distributions to limited partnership interests and other noncontrolling interests ( 7,805 ) ( 19,041 ) ( 28,877 )

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

Redemption and repurchase of equity awards ( 138,894 ) ( 117,867 ) ( 76,219 )

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

Dividends to stockholders ( 34,165 ) ( 17,381 ) ( 14,859 )

1 unchanged sentence

Proceeds from sale of Cantor units in BGC Holdings — 11,539 1,487

11,539 1,487 7,894

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

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

Short term borrowings, net of repayments — ( 1,917 ) —

( 1,917 ) — —

Proceeds from non-controlling interests 171,667 — —

Payments on acquisition earn-outs ( 1,000 ) ( 18,703 ) ( 4,384 )

Other ( 26,667 ) — —

Net cash provided by (used in) financing activities $ ( 149,018 ) $ ( 146,880 ) $ ( 233,206 )

1 unchanged sentence

( 8,961 ) 3,270 ( 2,615 )

Net increase (decrease) in Cash and cash equivalents, and Cash segregated under regulatory requirements including Cash and Cash segregated under regulatory requirements classified within assets held for sale 60,377 170,886 ( 64,789 )

net increase (decrease) in cash classified within assets held for sale — — —

Net increase (decrease) in Cash and cash equivalents, and Cash segregated under regulatory requirements

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— — — — — — 1,487 1,487

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

Other — — 1,334 — — — — 1,334

15 unchanged sentences

Balance, January 1, 2023

$ 4,719 $ 459 $ 2,559,418 $ ( 711,454 ) $ ( 1,138,066 ) $ ( 45,431 ) $ 63,563 $ 733,208

Consolidated net income (loss) — — — — 36,265 — 2,510 38,775

2 unchanged sentences

139 — 124,825 8 — — 1,766 126,738

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

Dividends to common stockholders and participating RSU holders — — — — ( 17,381 ) — — ( 17,381 )

Earnings distributions to limited partnership interests and other noncontrolling interests — — ( 16,652 ) — — — ( 12,294 ) ( 28,946 )

14 unchanged sentences

— — — — — — 11,539 11,539

Redemption of FPUs and issuance of RSUs due to the Corporate Conversion — — 12,410 — — — 2,096 14,506

Cantor units converted into shares of BGC Group Class B common stock due to the Corporate Conversion, 63,974,374 shares

— 640 75,788 — — — ( 76,428 ) —

Restricted stock awards granted upon conversion of limited partnership interests due to the Corporate Conversion, 38,610,233 shares

386 — ( 386 ) — — — — —

Conversion of Class B common stock to Class A common stock, 405,801 shares

4 ( 4 ) — — — — — —

Cancellation of BGC Partners Inc.

Treasury Stock due to Corporate Conversion, 156,386,616 shares

( 1,563 ) — ( 751,768 ) 753,331 — — — —

Other — — 5,110 — — — — 5,110

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Dividends to common stockholders and participating RSU holders — — — — ( 34,165 ) — — ( 34,165 )

Earnings distributions to limited partnership interests and other noncontrolling interests — — ( 16,652 ) — — — ( 12,294 ) ( 28,946 )

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

291 — 86,505 — — — 26,405 113,201

Issuance of Class A common stock (net of costs), 314,591 shares

3 — ( 1,242 ) — — — — ( 1,239 )

Redemption of FPUs, 184,990 units

— — ( 155 ) — — — ( 547 ) ( 702 )

Repurchase of Class A common stock, 31,573,031 shares

3 unchanged sentences

Contributions of capital to and from Cantor for equity-based compensation — — 51,462 — — — — 51,462

Grant of exchangeability, redemption of limited partnership interests and issuance of Class A common stock and RSUs for acquisitions, 5,504,698 shares

55 — 6,843 — — — 377 7,275

Cantor’s purchase of Cantor units from BGC Holdings upon redemption of FPUs, 6,368,964 units

— — — — — — 11,539 11,539

Redemption of FPUs and issuance of RSUs due to the Corporate Conversion — — 12,410 — — — 2,096 14,506

Cantor units converted into shares of BGC Group Class B common stock due to the Corporate Conversion, 63,974,374 shares

— 640 75,788 — — — ( 76,428 ) —

Restricted stock awards granted upon conversion of limited partnership interests due to the Corporate Conversion, 38,610,233 shares

386 — ( 386 ) — — — — —

Conversion of Class B common stock to Class A common stock, 405,801 shares

4 ( 4 ) — — — — — —

Cancellation of BGC Partners Inc.

Treasury Stock due to Corporate Conversion, 156,386,616 shares

Issuance of Class A common stock and RSUs for acquisition 1,061,665 shares

11 — 8,509 — — — — 8,520

Contributions from FMX Equity Partners — — — — — — 171,667 171,667

Other — — ( 24,487 ) — — — — ( 24,487 )

Balance, December 31, 2024 $ 4,244 $ 1,095 $ 2,311,104 $ ( 331,728 ) $ ( 1,026,359 ) $ ( 59,849 ) $ 180,732 $ 1,079,239

BGC GROUP, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY—(Continued)

For the Year Ended December 31,

2024 2023 2022

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Goodwill and Other Intangible Assets, Net

Notes Payable, Other and Short-Term Borrowings

Notes Payable and Other Borrowings

Commitments, Contingencies and Guarantees

2 unchanged sentences

Revenues from Contracts with Customers

Current Expected Credit Losses

Current Expected Credit Losses (CECL)

Supplemental Balance Sheet Information

2 unchanged sentences

Business Overview

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

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

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

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

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

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

BGC is 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, the Company provides brokerage services across foreign exchange, energy, commodities, shipping, equities, and futures and options.

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

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

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

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

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

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

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

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

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

Corporate Conversion

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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.

4 unchanged sentences

Certain reclassifications have been made to previously reported amounts to conform to the current presentation.

On November 1, 2021, the Company completed the Insurance Business Disposition (see Note 5—“Divestitures” for additional information).

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

The 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).

During the first quarter of 2022, the Company changed the name of the brokerage product line formerly labeled as “Equity derivatives and cash equity” to “Equities” to better align the caption with the underlying activity.

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

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

The change did not result in any reclassification of revenues and had no impact on the Company’s Total brokerage revenues for the year ended December 31, 2022.

During the second quarter of 2022, the Company combined “Realized losses (gains) on marketable securities,” “Unrealized losses (gains) on marketable securities,” and “Losses (gains) on other investments” on the unaudited Condensed Consolidated Statements of Cash Flows into “Losses (gains) on marketable securities and other investments.” The recognition of gains and losses related to these investments were similar in nature and were immaterial to the financial statements for the year ended December 31, 2022.

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

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During the third quarter of 2023, the Company renamed “Net income (loss) available to common stockholders” as “Net income (loss) attributable to common stockholders” under the Basic earnings (loss) per share calculation on the unaudited Condensed Consolidated Statements of Operations.

During the first quarter of 2024, the Company changed the name of the brokerage product line formerly labeled as “Energy and Commodities” to “Energy, Commodities, and Shipping” to better reflect the integrated operations of these businesses.

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

See Note 22—“Segment and Geographic Information.”

The Consolidated Financial Statements contain all adjustments (consisting only of normal and recurring adjustments) that, in the opinion of management, are necessary for a fair presentation of the Consolidated Statements of Financial Condition, the Consolidated Statements of Operations, the Consolidated Statements of Comprehensive Income (Loss), the Consolidated Statements of Cash Flows and the Consolidated Statements of Changes in Equity of the Company for the periods presented.

Recently Adopted Accounting Pronouncements

In August 2020, the FASB issued ASU No.

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

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

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

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

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

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

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

In March 2020, the FASB issued ASU No.

2020-04, Reference Rate Reform (Topic 848):

Facilitation of the Effects of Reference Rate Reform on Financial Reporting .

The guidance is designed to provide relief from the accounting analysis and impacts that may otherwise be required for modifications to agreements (e.g., loans, debt securities, derivatives, and borrowings) necessitated by reference rate reform as entities transition away from LIBOR and other interbank offered rates to alternative reference rates.

This ASU also provides optional expedients to enable companies to continue to apply hedge accounting to certain hedging relationships impacted by reference rate reform.

Application of the guidance is optional and only available in certain situations.

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

January 2021, the FASB issued ASU No.

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

The amendments in this standard are elective and principally apply to entities that have derivative instruments that use an interest rate for margining, discounting, or contract price alignment that is modified as a result of reference rate reform (referred to as the “discounting transition”).

The standard expands the scope of ASC 848, Reference Rate Reform and allows entities to elect optional expedients to derivative contracts impacted by the discounting transition.

Similar to ASU No.

2020-04, provisions of this ASU are effective upon issuance and generally can be applied through December 31, 2022.

During the first quarter of 2022, the Company elected to apply the practical expedients to modifications of qualifying contracts as continuation of the existing contract rather than as a new contract.

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

In November 2021, the FASB issued ASU No.

2021-10, Government Assistance (Topic 832):

Disclosures by Business Entities about Government Assistance .

The standard requires business entities to make annual disclosures about transactions with a government they account for by analogizing to a grant or contribution accounting model.

The guidance is aimed at increasing transparency about government assistance transactions that are not in the scope of other U.S.

GAAP guidance.

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

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

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

In October 2021, the FASB issued ASU No.

19 unchanged sentences

BGC adopted the standard on the required effective date beginning on January 1, 2023, except for the rollforward requirement, which became effective for the Company beginning on January 1, 2024.

The guidance was adopted using a retrospective application to all periods in which a balance sheet is presented, and the rollforward disclosure requirement, when effective, will be applied prospectively.

The guidance was adopted using a retrospective application to all periods in which a balance sheet is presented, and the rollforward disclosure requirement will be applied prospectively.

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

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

New Accounting Pronouncements

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

In December 2022, the FASB issued ASU No.

4 unchanged sentences

The ASU was effective upon issuance and generally could be applied through December 31, 2022.

Because the current relief in ASC 848, Reference Rate Reform may not cover a period of time during which a significant number of modifications may take place, the amendments in ASU No.

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

ASU is effective upon issuance.

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

In October 2023, the FASB issued ASU No.

2023-06, Disclosure Improvements—Codification Amendments in Response to the SEC ’ s Disclosure Update and Simplification Initiative.

The standard is expected to clarify or improve disclosure and presentation requirements of a variety of ASC topics, allow users to more easily compare entities subject to the SEC’s existing disclosure requirements with those entities that were not previously subject to the requirements, and align the requirements in the Codification with the SEC’s regulations.

The effective date for the guidance will be the date on which the SEC’s removal of the related disclosure from Regulation S-X or Regulation S-K becomes effective.

If by June 30, 2027 the SEC has not removed the applicable requirements from Regulation S-X or Regulation S-K, the pending content of the related amendment will be removed from the Codification and will not become effective for any entity.

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

Because the relief in ASC 848, Reference Rate Reform may not cover a period of time during which a significant number of modifications may take place, the amendments in ASU No.

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

The ASU was effective upon issuance.

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

In November 2023, the FASB issued ASU No.

3 unchanged sentences

The ASU does not change how a public entity identifies its operating segments, aggregates them or applies the quantitative thresholds to determine its reportable segments.

The standard will require a public entity to disclose significant segment expenses and other segment items on an annual and interim basis, and to provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually.

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

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

The standard requires a public entity to disclose significant segment expenses and other segment items on an annual and interim basis, and to provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that were previously required annually.

Public entities with a single reportable segment are required to provide the new disclosures and all the disclosures previously required under ASC 280.

BGC adopted the standard on the required effective date for the Company’s financial statements issued for the annual reporting periods beginning on January 1, 2024 and will apply the guidance for the interim periods beginning on January 1, 2025.

Refer to Note 22—“Segment and Geographic Information.” The adoption of the new guidance did not have an impact on the Company’s Consolidated Financial Statements.

New Accounting Pronouncements

In October 2023, the FASB issued ASU No.

2023-06, Disclosure Improvements—Codification Amendments in Response to the SEC ’ s Disclosure Update and Simplification Initiative.

The effective date for the guidance will be the date on which the SEC’s removal of the related disclosure from Regulation S-X or Regulation S-K becomes effective.

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

6 unchanged sentences

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

In March 2024, the FASB issued ASU No.

2024-01, Compensation—Stock Compensation (Topic 718):

Scope Application of Profits Interest and Similar Awards .

The standard is intended to reduce the complexity in determining whether profits interests and similar awards are in the scope of ASC 718 and to reduce diversity in practice.

The new guidance applies to all reporting entities that grant profits interest awards or similar awards to employees or nonemployees in exchange for goods or services.

The ASU adds an example to ASC 718 that illustrates how to apply the scope guidance to determine whether a profits interest award should be accounted for as a share-based payment arrangement under ASC 718 or another accounting standard.

The new guidance became effective for the Company beginning on January 1, 2025 and will be applied prospectively to profits interest awards granted or modified on or after the adoption date.

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

In March 2024, the FASB issued ASU No.

2024-02, Codification Improvements—Amendments to Remove References to the Concepts Statements .

The Conceptual Framework establishes concepts that the Board considers in developing standards.

The ASU was issued to remove references to the Conceptual Framework in the Codification.

The FASB noted that references to the Concepts Statements in the Codification could have implied that the Concepts Statements are authoritative.

Also, some of the references removed were to Concepts Statements that are superseded.

The new guidance became effective for the Company beginning on January 1, 2025 and will be applied prospectively to all new transactions recognized on or after the adoption date.

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

In November 2024, the FASB issued ASU No.

2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses.

The standard improves financial reporting and responds to investor input that additional expense detail is fundamental to understanding the performance of an entity, assessing its prospects for future cash flows, and comparing its performance over time and with that of other companies.

The new guidance requires public business entities to disclose in the notes to financial statements specified information about certain costs and expenses at each interim and annual reporting period, including the amounts of employee compensation, depreciation, and intangible asset amortization for each income statement line item that contains those expenses.

Specified expenses, gains or losses that are already disclosed under existing U.S.

GAAP will be required by the ASU to be included in the disaggregated income statement expense line item disclosures, and any remaining amounts will need to be described qualitatively.

Separate disclosures of total selling expenses and an entity’s definition of those expenses will also be required.

The new guidance will become effective for the Company’s financial statements issued for annual reporting periods beginning on January 1, 2027 and interim reporting periods beginning on January 1, 2028, will require either prospective or retrospective presentation, and early adoption is permitted.

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

SEC Rule on Climate-Related Disclosures

On March 6, 2024 the SEC adopted the final rules, The Enhancement and Standardization of Climate-Related Disclosures for Investors, that would require registrants to provide climate-related disclosures in a note to the audited financial statements.

The disclosures would include certain effects of severe weather events and other natural conditions, including the aggregate amounts and where in the financial statements they are presented.

If carbon offsets or renewable energy credits or certificates (RECs) are deemed a material component of the registrant’s plans to achieve its disclosed climate-related targets, registrants would be required to disclose information about the offsets and RECs.

Registrants would also be required to disclose whether and how (1) exposures to risks and uncertainties associated with, or known impacts from, severe weather events and other natural conditions and (2) any disclosed climate-related targets or transition plans materially impacted the estimates and assumptions used in preparing the financial statements.

Finally, registrants would be required to disclose additional contextual information about the above disclosures, including how each financial statement effect was derived and the accounting policy decisions made to calculate the effects, for the most recently completed fiscal year and, if previously disclosed or required to be disclosed, for the historical fiscal year for which audited consolidated financial statements are included in the filing.

Subsequent to the issuance, the SEC has released an order staying the final rules pending judicial review of all of the petitions challenging the rules.

Absent the stay, the rules would have been effective for the Company on May 28, 2024 and phased in starting in 2025.

Management is currently monitoring the developments pertaining to the rules and any resulting potential impacts on the Company’s Consolidated Financial Statements.

Limited Partnership Interests in BGC Holdings and Newmark Holdings

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These allocations are deducted before the calculation and distribution of the quarterly partnership distribution for the remaining partnership interests and are generally contingent upon services being provided by the unit holder.

The Preferred Units are not entitled to participate in partnership distributions other than with

respect to the Preferred Distribution.

The Preferred Units are not entitled to participate in partnership distributions other than with respect to the Preferred Distribution.

Preferred Units may not be made exchangeable into Class A common stock, and are only entitled to the Preferred Distribution;

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Estimates, by their nature, are based on judgment and available information.

Actual results could differ materially from the estimates included in the

Company’s consolidated financial statements.

Actual results could differ materially from the estimates included in the Company’s consolidated financial statements.

Certain reclassifications have been made to previously reported amounts to conform to the current period presentation.

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BGC derives its revenues primarily through commissions from brokerage services, the spread between the buy and sell prices on matched principal transactions, fees from related parties, data, network and post-trade services, and other revenues.

The Company derives its commission revenues from securities, commodities and insurance-related transactions, whereby the Company connects buyers and sellers in the OTC and exchange markets and assists in the negotiation of the price and other material terms.

The Company derives its commission revenues from securities and commodities, whereby the Company connects buyers and sellers in the OTC and exchange markets and assists in the negotiation of the price and other material terms.

These transactions result from the provision of service related to executing, settling and clearing transactions for customers.

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Other income (loss) is primarily comprised of miscellaneous recoveries and gains and losses associated with the movements related to the changes in fair value and/or hedges of Financial instruments owned, at fair value equity securities and investments carried under the measurement alternative (see Note 8—“Financial Instruments Owned, at Fair Value” and Note 14—“Investments”).

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

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

Cash and Cash Equivalents:

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The CECL methodology’s impact on expected credit losses, among other things, reflects the Company’s view of the current state of the economy, forecasted macroeconomic conditions and the Company’s portfolios.

Refer to Note 25—“Current Expected Credit Losses” for additional information.

Refer to Note 25—“Current Expected Credit Losses (CECL)” for additional information.

Accrued Commissions and Other Receivables, Net:

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Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets.

Internal and external direct costs of developing applications and obtaining software for internal use are capitalized and amortized over three years on a straight-line basis.

Depending on the type, internal and external direct costs of developing applications and obtaining software for internal use are capitalized and amortized over either three years or seven years on a straight-line basis.

Computer equipment is depreciated over three to five years .

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The Company has asset retirement obligations related to certain of its leasehold improvements, which it accounts for in accordance with U.S.

GAAP guidance,

Asset Retirement Obligations .

GAAP guidance, Asset Retirement Obligations .

The guidance requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred if a reasonable estimate of fair value can be made.

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Intangible assets with definite lives are amortized on a straight-line basis over their estimated useful lives.

Definite-lived intangible assets arising from business combinations include customer relationships, internally developed software, and

covenants not to compete.

Definite-lived intangible assets arising from business combinations include customer relationships, internally developed software, and covenants not to compete.

Also included in the definite-lived intangible assets are purchased patents.

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The Company files income tax returns in the United States federal jurisdiction and various states, local and foreign jurisdictions.

The Company is currently open to examination by tax authorities in United States federal, state and local jurisdictions and certain non-U.S.

The Company is currently open to income tax examination by tax authorities in United States federal, state and local jurisdictions, and certain non-U.S.

jurisdictions for tax years beginning 2021, 2011, and 2017, respectively.

The Company has finalized its accounting policy with respect to taxes on Global Intangible Low-Taxed Income (GILTI) and has elected to treat taxes associated with the GILTI provision using the Period Cost Method and thus has not recorded deferred taxes for basis differences under this regime.

The Company does not believe that the amounts of unrecognized tax benefits will materially change over the next 12 months.

The Company has finalized its accounting policy with respect to taxes on GILTI and has elected to treat taxes associated with the GILTI provision using the Period Cost Method and thus has not recorded deferred taxes for basis differences under this regime.

Discretionary Bonus:

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The fair value of all derivative contracts is recorded on a net-by-counterparty basis where a legal right of offset exists under an enforceable netting agreement.

Derivative contracts are recorded as part of

receivables from or payables to broker-dealers, clearing organizations, customers and related broker-dealers in the Company’s Consolidated Statements of Financial Condition .

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

Earnings Per Share:

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For additional information, see Note 6—“Earnings Per Share.

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

On 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 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.

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 November 1, 2023, the Company completed the acquisition of Open Energy Group, a technology-driven marketplace and brokerage for renewable energy asset sales and project finance.

Total Consideration

The total consideration for all acquisitions during the year ended December 31, 2023 was approximately $ 71.0 million, subject to post-closing adjustments, which includes cash, restricted shares of BGC Class A common stock, and an earn-out payable in cash and restricted shares of BGC Class A common stock.

The excess of the consideration over the fair value of the net assets acquired has been recorded as goodwill totaling $ 18.4 million.

The total consideration for all acquisitions during the years ended December 31, 2024 and 2023 were approximately $ 87.2 million and $ 71.0 million, respectively, subject to post-closing adjustments, which includes cash, restricted shares of BGC Class A common stock, and an earn-out payable in cash and restricted shares of BGC Class A common stock.

The excess of the consideration over the fair value of the net assets acquired has been recorded as goodwill totaling $ 35.5 million and $ 19.1 million, respectively.

Except where otherwise noted, the results of operations of the Company’s acquisitions have been included in the Company’s consolidated financial statements subsequent to their respective dates of acquisition.

The Company has made preliminary allocations of the consideration to the assets acquired and liabilities assumed as of the acquisition dates, and expects to finalize its analysis with respect to acquisitions within the first year after the completion of the respective transaction.

The Company has made preliminary allocations of the consideration to the assets acquired and liabilities assumed for Sage, as of the acquisition date, and expects to finalize its analysis with respect to the acquisition within the first year after the completion of the transaction.

Therefore, adjustments to preliminary allocations may occur.

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

Futures Exchange Group

For additional information, see Note 1—“Organization and Basis of Presentation.”

Total Consideration

The total consideration for all acquisitions during the year ended December 31, 2021 was approximately $ 4.9 million in cash, plus the cash held at closing, for the Futures Exchange Group acquisition, and an earn-out payable out of the Company’s portion of the profits of the Futures Exchange Group, capped at the amount Cantor contributed to the Futures Exchange Group prior to closing.

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

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

As a result of this sale, the Company recognized a $ 312.9 million gain, net of banking fees, other professional fees, and compensation expenses, which was included in “Gains (losses) on divestitures and sale of investments” in the Company’s Consolidated Statements of

Operations for the year ended December 31, 2021.

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

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

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

As a result of this sale, the Company recognized a $ 39.0 million gain, 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.

Earnings Per Share

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Fully diluted earnings (loss) per share:

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

Net income (loss) attributable to common stockholders

$ 121,215 $ 34,070 $ 48,712

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

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479,142 489,989 499,414

Fully diluted earnings (loss) per share from continuing operations

Fully diluted earnings (loss) per share

$ 0.25 $ 0.07 $ 0.13

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

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

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

For the years ended December 31, 2024, 2023 and 2022, approximately 16.0 million, 14.3 million and 0.5 million of potentially dilutive securities, respectively, were excluded from the computation of fully diluted EPS because their effect would have been anti-dilutive.

Anti-dilutive securities for the year ended December 31, 2024, included 15.6 million participating RSUs and 0.4 million participating restricted stock awards.

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

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

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

As of December 31, 2023, approximately 63.3 million shares of contingent shares of BGC Class A common stock, non-participating RSUs, and non-participating restricted stock awards were excluded from the fully diluted EPS computations because the conditions for issuance had not been met by the end of the period.

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

As of December 31, 2024 and 2023, approximately 59.6 million and 63.3 million, respectively, contingent shares of BGC Class A common stock, non-participating RSUs, and non-participating restricted stock awards were excluded from the fully diluted EPS computations because the conditions for issuance had not been met by the end of the period.

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

Contingent shares excluded from the calculation of EPS included:

shares promised in connection with acquisition earnout consideration whereby the acquired entity or entities are required to achieve a stated performance target defined in their respective acquisition agreements;

other contingent share obligations include agreements with terminated employees to deliver shares BGC Class A common stock over a set period of time post-termination in accordance with their respective partnership separation agreements;

other contingent share obligations which include agreements with terminated employees to deliver shares BGC Class A common stock over a set period of time post-termination in accordance with their respective partnership separation agreements;

and non-participating RSUs and non-participating restricted stock awards which contain service conditions and/or performance conditions which have not been met during the period.

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

30,754 30,998

Vesting of RSUs 9,996 13,009

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Treasury stock repurchases 3

( 36,200 ) ( 24,220 )

Shares outstanding at end of period 374,297 390,095

____________________________________

Contingent share obligations includes shares of BGC Class A common stock issued to terminated employees per their respective separation agreements.

Included in redemptions/exchanges of limited partnership interests and contingent share obligations for the year ended December 31, 2023 are 20.5 million shares of BGC Class A common stock granted in connection with the cancellation of 26.4 million LPUs and settlement of 0.4 million contingent share obligations.

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

1 Contingent share obligations include shares of BGC Class A common stock issued to terminated employees per their respective separation agreements.

Included in redemptions/exchanges of limited partnership interests and contingent share obligations for the year ended December 31, 2024 are 1.8 million shares of BGC Class A common stock granted in connection with 1.8 million contingent share obligations.

Included in redemption/exchanges of limited partnership interests and contingent share obligations for the year ended December 31, 2023, are 20.5 million shares of BGC Class A common stock granted in connection with the cancellation of 26.4 million LPUs and settlements of 0.4 million contingent share obligations.

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

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

2 Shares outstanding at the end of the year ended December 31, 2024, includes 6.7 million shares of certain restricted stock awards that do not receive dividends until their respective vesting and contingent conditions are met.

These restricted stock awards do have voting rights.

3 Treasury stock repurchases includes shares withheld for taxes on restricted stock vesting.

See Note 7—“Stock Transactions and Unit Redemptions”

Class B Common Stock

The Company did no t issue any shares of BGC Class B common stock during the year ended December 31, 2024.

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

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

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

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

On March 9, 2018, the Company filed the March 2018 Form S-3 Registration Statement and entered into the March 2018 Sales Agreement, pursuant to which the Company could offer and sell up to an aggregate of $ 300.0 million of shares of BGC Class A common stock under the CEO Program.

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

Under the March 2018 Sales Agreement, the Company agreed to pay CF&Co 2 % of the gross proceeds from the sale of shares.

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

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

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

For additional information on the Company’s CEO Program sales agreements, see Note 13—“Related Party Transactions.” On March 8, 2021, the Company filed a new CEO Program Shelf Registration Statement on Form S-3 with respect to the issuance and sale of up to an aggregate of $ 300.0 million of shares of BGC Class A common stock from time to time on a delayed or continuous basis.

As of both December 31, 2024 and 2023, there were 109.5 million shares of BGC Class B common stock outstanding.

On March 8, 2021, the Company filed a new CEO Program Shelf Registration Statement on Form S-3 with respect to the issuance and sale of up to an aggregate of $ 300.0 million of shares of BGC Class A common stock from time to time on a delayed or continuous basis.

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

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The Company’s Board and Audit Committee have authorized repurchases of BGC Class A common stock and redemptions of limited partnership interests or other equity interests in the Company’s subsidiaries.

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

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

On July 1, 2023, the BGC Group Board approved BGC Group’s share repurchase authorization in an amount up to $ 400.0 million, which may include purchases from Cantor, its partners or employees or other affiliated persons or entities.

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

On July 1, 2023, the BGC Group Board and Audit Committee approved BGC Group’s share repurchase authorization in an amount up to $ 400.0 million, which may include purchases from Cantor, its partners or employees or other affiliated persons or entities.

On October 30, 2024, the BGC Group Board and Audit Committee re-approved BGC Group’s share repurchase authorization in an amount up to $ 400.0 million, which may include purchases from Cantor, its partners or employees or other affiliated persons or entities.

As of December 31, 2024, the Company had $ 350.0 million remaining from its share repurchase authorization.

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

The table below represents the units redeemed and/or shares repurchased for cash and does not include units redeemed/cancelled in connection with the grant of shares of BGC Class A common stock nor the limited partnership interests exchanged for shares of BGC Class A common stock.

The gross unit redemptions and share repurchases of BGC Class A common stock during the year ended December 31, 2023 were as follows (in thousands, except for weighted-average price data):

The tables below represent the units redeemed and/or the shares repurchased for cash or withheld to satisfy tax liabilities due upon the vesting of restricted stock and do not include units redeemed/cancelled in connection with the grant of shares of BGC Class A common stock nor the limited partnership interests exchanged for shares of BGC Class A common stock.

The share repurchases of BGC Class A common stock during the year ended December 31, 2024 were as follows (in thousands, except for weighted-average price data):

Period Total Number

Repurchased Weighted-

Average Price

Paid per Unit

or Share Approximate

Paid per Share

Shares That Could Be

Under the Program at December 31, 2024

Redemptions 1

January 1, 2023—March 31, 2023 23 $ 3.90

April 1, 2023—June 30, 2023 422 4.91

July 1, 2023—September 30, 2023 — —

October 1, 2023—December 31, 2023 — —

Total Redemptions 445 $ 4.85

Repurchases 1, 2

January 1, 2024—March 31, 2024

11,250 $ 7.11

April 1, 2024—June 30, 2024

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Total Repurchases 36,200 8.30 $ 350,000

Total Redemptions and Repurchases 24,665 $ 4.93 $ 333,113

____________________________________

During the year ended December 31, 2023, the Company redeemed 0.3 million LPUs at an aggregate redemption price of $ 1.4 million for a weighted-average price of $ 4.71 per unit, and 0.2 million FPUs at an aggregate redemption price of $ 0.8 million for a weighted-average price of $ 5.11 per unit.

The table above does not include units redeemed/cancelled in connection with the grant of 20.5 million shares of BGC Class A common stock during the year ended December 31, 2023, nor the limited partnership interests exchanged for 13.6 million shares of BGC Class A common stock during the year ended December 31, 2023.

1 During the year ended December 31, 2024, the Company repurchased 36.2 million shares of BGC Class A common stock at an aggregate price of $ 300.5 million for a weighted-average price of $ 8.30 per share.

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

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

The average price paid per share for such share withholdings is based on the closing price per share on the vesting date of the restricted stock or, if such date is not a trading day, the trading day immediately prior to such vesting date.

These repurchases include 4.6 million restricted shares vested but withheld described in the following footnote.

2 Include 4.6 million shares withheld to satisfy tax liabilities due upon the vesting of restricted stock.

The fair value of restricted shares vested, withheld to satisfy tax liabilities was $ 38.4 million at a weighted-average price of $ 8.35 per share.

The gross unit redemptions and share repurchases of BGC Class A common stock during the year ended December 31, 2023 were as follows (in thousands, except for weighted-average price data):

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

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

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

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

Redeemable Partnership Interest

The changes in the carrying amount of FPUs for the years ended December 31, 2023 and 2022 were as follows (in thousands):

The changes in the carrying amount of FPUs for the year ended December 31, 2023 were as follows (in thousands):

Year Ended December 31,

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Balance at end of period $ —

As a result of the Corporate Conversion, there were no redeemable partnership interests outstanding as of December 31, 2024 and 2023.

Financial Instruments Owned, at Fair Value

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These instruments are measured at fair value, with any changes in fair value recognized in earnings in the Company’s Consolidated Statements of Operations.

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

The Company recognized unrealized net gains of $ 0.1 million, $ 0.1 million and unrealized net losses of $ 0.1 million as of December 31, 2024, 2023, and 2022 respectively, related to the mark-to-market adjustments on such instruments.

Collateralized Transactions

Repurchase Agreements

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

Securities sold under Repurchase Agreements are accounted for as collateralized financing transactions, recorded at the contractual amount for which the securities will be repurchased, including accrued interest, and recorded as “Repurchase Agreements” on the Company’s Consolidated Statements of Financial Condition.

As of both December 31, 2024 and 2023, the Company had no Repurchase Agreements.

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Other receivables from broker-dealers and customers 26,859 28,546

Net pending trades 1,365 —

Open derivative contracts 5,384 3,607

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See Note 13—“Related Party Transactions” for additional information.

Excluding unsettled trades impacted by Russia’s Invasion of Ukraine, substantially all open fails to deliver, open fails to receive and pending trade transactions as of December 31, 2023 have subsequently settled at the contracted amounts.

See Note 19—“Commitments, Contingencies and Guarantees” for additional information related to the potential loss associated with Russia’s Invasion of Ukraine.

Substantially all open fails to deliver, open fails to receive and pending trade transactions as of December 31, 2024 have subsequently settled at the contracted amounts.

In the normal course of operations, the Company enters into derivative contracts to facilitate client transactions, hedge principal positions and facilitate hedging activities of affiliated companies.

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

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

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

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Forwards 409 751 185,821 805 609 310,880

Interest rate swaps 128 — 34,272,592 25 — 2,114,412

Futures 165 — 8,758,848 — 28 6,703,624

Interest rate swaps — — 534,085 128 — 34,272,592

Total $ 5,384 $ 4,430 $ 10,114,544 $ 3,607 $ 5,756 $ 41,832,765

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Forwards 465 ( 56 ) 409

Interest rate swaps 12,310 ( 12,182 ) 128

Futures 37,083 ( 36,918 ) 165

Interest rate swaps 132 ( 132 ) —

Total derivative assets $ 43,673 $ ( 38,289 ) $ 5,384

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

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

Forwards 659 ( 50 ) 609

Futures 62,721 ( 62,693 ) 28

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

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FX/commodities options 317 230 331

Forwards — — ( 43 )

Gains, net $ 22,234 $ 19,442 $ 19,210

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Opening Balance as of January 1, 2024 Total realized and unrealized (gains) losses included in Net income (loss) 1

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

Settlements Closing Balance at December 31, 2024 Net income (loss) on Level 3 Assets / Liabilities Outstanding at December 31,

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1 Realized and unrealized gains (losses) are reported in “Other income (loss),” in the Company’s Consolidated Statements of Operations.

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

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

Changes in Level 3 liabilities measured at fair value on a recurring basis for the year ended December 31, 2023 were as follows (in thousands):

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Opening Balance as of January 1, 2023 Total realized and unrealized (gains) losses included in Net income (loss) 1

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

Purchases/ Issuances Sales/ Settlements Closing Balance at December 31, 2022 Net income (loss) on Level 3 Assets / Liabilities Outstanding at December 31,

Purchases/ Issuances 2

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

2023 Other comprehensive income (loss) on Level 3 Assets / Liabilities Outstanding at December 31, 2023

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_______________________________________

Realized and unrealized gains (losses) are reported in “Other expenses” and “Other income (loss), ” as applicable, in the Company’s Consolidated Statements of Operations.

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

1 Realized and unrealized gains (losses) are reported in “ Other income (loss) , ” as applicable, in the Company’s Consolidated Statements of Operations.

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

Quantitative Information About Level 3 Fair Value Measurements on a Recurring Basis

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Discount rate 1

6.8 %- 10.2 %

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

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Significant increases (decreases) in the discount rate would have resulted in a significantly lower (higher) fair value measurement.

Significant increases (decreases) in the forecasted financial information

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

Significant increases (decreases) in the forecasted financial information would have resulted in a significantly higher (lower) fair value measurement.

As of December 31, 2024 and 2023, the present value of expected payments related to the Company’s contingent consideration was $ 21.8 million and $ 11.9 million, respectively.

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For the years ended December 31, 2024, 2023 and 2022, Cantor’s share of the net profit (loss) in Tower Bridge was $ 2.2 million, $ 2.8 million and $ 0.7 million, respectively.

This net profit is included as part of “Net income (loss) attributable to noncontrolling interest in subsidiaries” in the Company’s Consolidated Statements of Operations.

This net profit or loss is included as part of “Net income (loss) attributable to noncontrolling interest in subsidiaries” in the Company’s Consolidated Statements of Operations.

On September 21, 2018, the Company entered into agreements to provide a guarantee and related obligation to Tower Bridge in connection with an office lease for the Company’s headquarters in London.

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In connection with the services Cantor provides, the Company and Cantor entered into an administrative services agreement whereby certain employees of Cantor are deemed leased employees of the Company.

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

The fees charged by Cantor for administrative and support services, other than those to

cover the compensation costs of leased employees, are included as part of “Fees to related parties” in the Company’s Consolidated Statements of Operations.

For the years ended December 31, 2024, 2023 and 2022, the Company was charged $ 107.6 million, $ 97.4 million and $ 84.9 million, respectively, for the services provided by Cantor and its affiliates, of which $ 75.1 million, $ 64.7 million and $ 59.2 million, respectively, were to cover compensation to leased employees for these periods.

The fees charged by Cantor for administrative and support services, other than those to cover the compensation costs of leased employees, are included as part of “Fees to related parties” in the Company’s Consolidated Statements of Operations.

The fees charged by Cantor to cover the compensation costs of leased employees are included as part of “Compensation and employee benefits” in the Company’s Consolidated Statements of Operati ons.

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Master Administrative Services Agreement.

Clearing Agreement with Cantor

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

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

FMX Administrative Services Agreement

In connection with the FMX Separation, on April 23, 2024, Tower Bridge and FMX entered into an Administrative Services Agreement, pursuant to which Tower Bridge would provide certain administrative services and technology services to FMX.

Clearing Agreements with Cantor

The Company and its subsidiaries receive certain clearing services from Cantor and its subsidiaries pursuant to several clearing agreements, including the Clearing Services Agreement.

These clearing services are provided in exchange for payment by the Company and its subsidiaries for certain clearing costs and allocated costs.

The costs associated with these payments are included as part of “Fees to related parties” in the Company’s Consolidated Statements of Operations.

The costs for these services are included as part of the charges to BGC for services provided by Cantor and its affiliates as discussed in “Service Agreements” above.

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

Clearing Capital Agreement with Cantor

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

Treasury and U.S.

government agency securities transactions on the Company’s behalf.

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

Treasury and U.S.

government agency securities.

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

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

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

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

Non-Conforming Subordination Agreements

On June 26, 2024, the Audit Committee of BGC approved the entry into one or more non-conforming subordination agreements by BGC or its subsidiaries, including FMX, with CF&Co (or its affiliates).

Pursuant to any non-conforming subordination agreement, the BGC party would acknowledge that its brokerage account(s) held at CF&Co are not “customers” of CF&Co and would agree to subordinate its right to receive securities or funds held in such accounts to the claims of Cantor’s customers.

This acknowledgment and agreement by the relevant BGC party enables CF&Co to receive such securities or funds from the BGC party and post them with the FICC without requiring that they be segregated.

Purchase of Futures Exchange Group

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As part of the purchase of the Futures Exchange Group, Cantor has agreed to indemnify the Company for certain expenses arising at the Futures Exchange Group up to a maximum of $ 1.0 million.

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

As of both December 31, 2024 and 2023, the Company had recorded assets of $ 1.0 million in the Company’s Consolidated Statements of Financial Condition for this indemnity.

Newmark Spin-Off

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Prior to the Corporate Conversion, all BGC Holdings units held by employees of Newmark were redeemed or exchanged, in each case, for shares of BGC Class A common stock.

Clearing Capital Agreement with Cantor

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

Treasury and U.S.

government agency securities transactions on the Company’s behalf.

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

Treasury and U.S.

government agency securities.

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

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

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

BGC Credit Agreement

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

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

The BGC Credit Agreement replaced the previous Credit Facility between BGC Partners and an affiliate of Cantor.

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

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

On March 8, 2024, the Company entered into a second amendment to the BGC Credit Agreement.

The second amendment provides that the parties and their respective subsidiaries may borrow up to an aggregate principal amount of $ 400.0 million from each other from time to time at an interest rate equal to 25 basis points less than the interest rate on the respective borrower’s short-term borrowing rate then in effect.

Previously, the parties and their respective subsidiaries could borrow up to an aggregate principal amount of $ 400.0 million from each other from time to time at an interest rate equal to 1.00 % higher than the higher of Cantor’s or BGC’s short-term borrowing rate then in effect.

The BGC Credit Agreement will mature on the earlier to occur of (a) if prior written notice of non-extension is given by a lending party to a borrowing party at least six months in advance thereof, March 19, 2025, and if such notice is not timely given, then the maturity date of the BGC Credit Agreement will continue to be extended for additional successive one-year periods unless prior written notice of non-extension is given by a lending party to a borrowing party at least six months in advance of such renewal date and (b) the termination of the BGC Credit Agreement by either party pursuant to its terms.

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

The third amendment provides that the parties and their respective subsidiaries may borrow up to an aggregate principal amount of $ 400.0 million pursuant to a new category of “FICC-GSD Margin Loans.” FICC-GSD Margin Loans will bear interest at a rate equal to the overnight interest rate actually earned by the borrower or its affiliates on borrowings under the applicable FICC-GSD Margin Loan that are posted to clearinghouses or kept available for posting at clearinghouses.

The maturity date in respect of FICC-GSD Margin Loans will not exceed 35 days from the date the loan is made, unless otherwise agreed by the parties.

All other terms of the BGC Credit Agreement, including terms applicable to loans made thereunder that are not FICC-GSD Margin Loans, remain the same.

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

The interest rate on this facility was 6.92 %.

On April 1, 2024, the Company repaid in full the $ 275.0 million of principal and interest amounts outstanding from the BGC Credit Agreement.

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

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

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

The Company did no t record any interest expense related to the BGC Credit Agreement for the year ended December 31, 2023.

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

Cantor partially repaid the Company $ 18.0 million on July 31, 2024, and $ 12.0 million on September 25, 2024.

On October 1, 2024, Cantor repaid in full to the Company the outstanding principal of $ 150.0 million borrowed from the Company under the BGC Credit Agreement.

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

These borrowings are not considered FICC-GSD Margin Loans.

The average interest rate on borrowings under this facility was 7.13 % for the year ended December 31, 2024.

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

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

Other Agreements with Cantor

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

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

As of December 31, 2024 and 2023, there were no R everse Repurchase Agreements between the Company and Cantor.

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

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The ratio of gross exposures of the Company and Cantor is utilized to determine the shares of profit or loss allocated to each for the period.

During the years ended December 31, 2023, 2022 and 2021, the Company recognized its share of FX gain of $ 1.6 million, loss of $ 0.1 million and gain of $ 0.5 million, respectively.

During the years ended December 31, 2024, 2023 and 2022, the Company recognized its share of FX loss of $ 4.1 million, gain of $ 1.6 million and loss of $ 0.1 million, respectively.

These gains and losses are included as part of “Other expenses” in the Company’s Consolidated Statements of Operations.

Pursuant to the separation agreement relating to the Company’s acquisition of certain BGC businesses from Cantor in 2008, Cantor has a right, subject to certain conditions, to be the Company’s customer and to pay the lowest commissions paid by any other customer, whether by volume, dollar or other applicable measure.

In addition, Cantor has an unlimited right to internally use market data from the Company without any cost.

Any future related party transactions or arrangements between the Company and Cantor are subject to the prior approval by the Audit Committee.

During the years ended December 31, 2023, 2022 and 2021, the Company recorded revenues from Cantor entities of $ 0.3 million, $ 0.3 million and $ 0.1 million, respectively, related to commissions paid to the Company by Cantor.

In addition, Cantor has an unlimited right to internally use the Company’s market data without any cost but Cantor does not have the right to furnish such data to any third party.

Any future related party transactions or arrangements between the Company and Cantor are subject to prior approval by the Audit Committee.

During each of the years ended December 31, 2024, 2023 and 2022, the Company recorded revenues from Cantor entities of $ 0.3 million related to commissions paid to the Company by Cantor.

These revenues are included as part of “Commissions” in the Company’s Consolidated Statements of Operations.

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

On June 5, 2015, BGC Partners entered into the Exchange Agreement with Cantor providing Cantor, CFGM and other Cantor affiliates entitled to hold BGC Class B common stock the right to exchange from time to time, on a one -to-one basis, subject to adjustment, up to an aggregate of 34.6 million shares of BGC Class A common stock then owned or subsequently acquired by such Cantor entities for up to an aggregate of 34.6 million shares of BGC Class B common stock.

On June 5, 2015, BGC Partners entered into the Exchange Agreement with Cantor providing Cantor, CFGM and other Cantor affiliates entitled to hold BGC Partners Class B common stock the right to exchange BGC Partners Class A common stock into shares of BGC Partners Class B common stock from time to time, on a one -to-one basis, subject to adjustment, up to an aggregate of 34.6 million shares of BGC Class A common stock then owned or subsequently acquired by such Cantor entities for up to an aggregate of 34.6 million shares of BGC Class B common stock.

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

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

provided that a portion of the 64.0 million shares of BGC Class B common stock issued to Cantor will convert into BGC Class A common stock in the event that BGC Group does not issue at least $ 75.0 million in shares of BGC Class A or B common stock in connection with certain acquisition transactions prior to the seventh anniversary of the Corporate Conversion.

On July 1, 2023 as a result of the Corporate Conversion, the total outstanding 64.0 million Cantor units were converted into shares of BGC Class B common stock, subject to the terms and conditions of the Corporate Conversion Agreement, provided that a portion of the 64.0 million shares of BGC Class B common stock issued to Cantor will convert into BGC Class A common stock in the event that BGC Group does not issue at least $ 75.0 million in shares of BGC Class A or B common stock in connection with certain acquisition transactions prior to the seventh anniversary of the Corporate Conversion.

As of December 31, 2024, Cantor and CFGM did not own any shares of BGC Class A common stock.

As of December 31, 2024, Cantor and CFGM owned 93.3 million and 3.0 million shares of BGC Class B common stock, respectively.

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

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

The BGC Credit Agreement replaced the previous Credit Facility between BGC Partners and an affiliate of Cantor.

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 BGC or Cantor outstanding under this agreement.

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

Receivables from and Payables to Related Broker-Dealers

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

As of both December 31, 2023 and 2022, the Company had receivables from Freedom of $ 1.4 million.

As of December 31, 2024 and 2023, the Company had receivables from Freedom of $ 1.3 million and $ 1.4 million, respectively.

As of December 31, 2024 and 2023, the Company had $ 4.8 million and $ 2.7 million, respectively, in receivables from Cantor related to open derivative contracts.

As of December 31, 2024 and 2023, the Company had $ 4.0 million and $ 4.9 million, respectively, in payables to Cantor related to open derivative contracts.

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

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

As of December 31, 2024 and 2023, the Company had $ 0.1 million and $ 0.8 million in receivables from Cantor related to fails and pending trades.

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

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As of December 31, 2024 and 2023, the Company did not have any securities loaned transactions with CF&Co.

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

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

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The Company also paid CF&Co an advisory fee of $ 0.2 million in connection with the issuance.

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

These fees were recorded as a direct reduction from the Notes payable and other borrowings in the Company’s Consolidated Statements of Financial Condition and were amortized as interest expense over the term of the notes.

The BGC Partners 5.375 % Senior Notes matured on July 24, 2023.

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

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

These fees were recorded as a direct reduction from the Notes payable and other borrowings in the Company’s Consolidated Statements of Financial Condition and are amortized as interest expense over the term of the notes.

On June 11, 2020, BGC Partners’ Board of Directors and its Audit Committee authorized a debt repurchase program for the repurchase by the Company of up to $ 50.0 million of Company Debt Securities, and on July 1, 2023, BGC Group’s Board of Directors and its Audit Committee authorized a debt repurchase program for the repurchase by the Company of up to $ 50.0 million of Company Debt Securities.

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Additionally, the Company is authorized to make any such repurchases of Company Debt Securities through CF&Co (or its affiliates), in its capacity as agent or principal, or such other broker-dealers as management shall determine to utilize from time to time, and such repurchases shall be subject to brokerage commissions which are no higher than standard market commission rates.

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

As of December 31, 2024, the Company had $ 49.5 million remaining under its debt repurchase authorization.

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

For additional information, see Note 17—“Notes Payable and Other Borrowings.”

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

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

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

Cantor purchased $ 14.5 million of such senior notes and tendered such notes in the Exchange Offer in exchange for an equivalent amount of BGC Group 4.375 % Senior Notes.

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In connection with this issuance of BGC Partners 8.000 % Senior Notes, the Company paid $ 0.2 million in underwriting fees to CF&Co.

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

On June 10, 2024, the Company issued an aggregate of $ 500.0 million principal amount of the BGC Group 6.600 % Senior Notes.

In connection with this issuance of BGC Group 6.600 % Senior Notes, the Company paid $ 0.4 million in underwriting fees to CF&Co.

In connection with the issuance of the BGC Group 6.600 % Senior Notes, on June 10, 2024, the Company entered into a Registration Rights Agreement with the initial purchasers in the offering of the BGC Group 6.600 % Senior Notes, including CF&Co, pursuant to which the Company was obligated to file a registration statement with the SEC with respect to an offer to exchange the BGC Group 6.600 % Notes for a substantially identical issue of notes registered under the Securities Act and to complete such exchange offer prior to 365 days after June 10, 2024.

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

Cantor Rights to Purchase Cantor Units from BGC Holdings

Prior to the Corporate Conversion, Cantor had the right to purchase Cantor units from BGC Holdings upon redemption of non-exchangeable FPUs redeemed by BGC Holdings upon termination or bankruptcy of the Founding/Working Partner.

In addition, where current, terminating, or terminated partners were permitted by the Company to exchange any portion of their

FPUs and Cantor consented to such exchangeability, the Company would offer to Cantor the opportunity for Cantor to purchase the same number of Cantor units in BGC Holdings at the price that Cantor would have paid for Cantor units had the Company redeemed the FPUs.

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

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

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

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

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

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Cantor Aurel Revenue Sharing Agreement

On June 24, 2021, the Board and Audit Committee authorized the Company’s French subsidiary, Aurel BGC SAS, to enter into a revenue sharing agreement pursuant to which Cantor shall provide services to Aurel to support Aurel’s investment banking activities with respect to special purpose acquisition companies.

The services provided by Cantor to Aurel in support of such SPAC Investment Banking Activities shall include referral of clients, structuring advice, financial advisory services, referral of investors, deal execution services, and other advisory services in support of Aurel’s SPAC Investment Banking Activities pursuant to its French investment services license.

As compensation, Cantor shall receive a revenue share of 80 % of Aurel’s net revenue attributable to SPAC Investment Banking Activities.

The term of the revenue sharing agreement was for an initial period of 12 months, which automatically renews each year unless either party provides notice of termination at least three months prior to the anniversary.

Aurel is also authorized to serve as bookrunner, underwriter or advisor in connection with French SPACs which are sponsored by Cantor at market rates for such services.

On June 24, 2021, the Board and Audit Committee authorized the Company’s French subsidiary, Aurel BGC SAS, to enter into a revenue sharing agreement pursuant to which Cantor would provide services to Aurel to support Aurel’s investment banking activities with respect to special purpose acquisition companies.

The services provided by Cantor to Aurel in support of such SPAC Investment Banking Activities would include referral of clients, structuring advice, financial advisory services, referral of investors, deal execution services, and other advisory services in support of Aurel’s SPAC Investment Banking Activities pursuant to its French investment services license.

As compensation, Cantor would receive a revenue share of 80 % of Aurel’s net revenue attributable to SPAC Investment Banking Activities.

The term of the revenue sharing agreement was for an initial period of 12 months, which automatically renewed each year unless either party provided a notice of termination at least three months prior to the anniversary.

Aurel was also authorized to serve as bookrunner, underwriter or advisor in connection with French SPACs which are sponsored by Cantor at market rates for such services.

On December 12, 2024, Aurel and Cantor mutually terminated the revenue sharing agreement.

For the years ended December 31, 2024, 2023 and 2022, Aurel had no revenue or fees payable to Cantor attributable to SPAC Investment Banking Activities.

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Transactions with Executive Officers and Directors

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 and Compensation Committees of the Board and was made pursuant to the Company’s stock buyback authorization.

On January 2, 2024, Mr.

Merkel, our Executive Vice President and General Counsel, 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.

The transaction was approved by the Audit and Compensation Committees of the Board and was made pursuant to the Company’s stock buyback authorization.

On September 21, 2023, Mr.

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The transaction was approved by the Audit Committee and the Compensation Committee of the Board and was made pursuant to the Company’s stock buyback authorization.

On 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 our 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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On May 18, 2023, Mr.

Merkel’s 148,146 NPSU-CVs, 33,585 PSU-CVs, and 74,896 PSUs were redeemed for zero and an aggregate of 256,627 shares

of Class A common stock were granted to Mr.

Merkel’s 148,146 NPSU-CVs, 33,585 PSU-CVs, and 74,896 PSUs were redeemed for zero and an aggregate of 256,627 shares of Class A common stock were granted to Mr.

Merkel, and 148,146 NPPSU-CVs with a total determination amount of $ 681,250 and 33,585 PPSU-CVs with a total determination amount of $ 162,500 were redeemed for an aggregate cash payment of $ 843,750 .

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On April 18, 2023, Dr.

Bell sold 21,786 shares of Class A common stock to the Company.

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

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

On 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 Holdings 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.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

On February 22, 2021, the Company granted Mr.

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

Windeatt on February 22, 2019.

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

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

The grant was approved by the Compensation Committee.

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

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

Windeatt 2023 Deed of Amendment

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

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.

Transactions with the Relief Fund

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Other Transactions

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

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

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

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

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

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

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

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

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

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

Aqua was accounted for under the equity method.

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

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

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

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

The Company had also entered into a subordinated loan agreement with Aqua, whereby the Company loaned Aqua the principal sum of $ 1.0 million, and was recorded as part of “Receivables from related parties” in the Company’s Consolidated Statements of Financial Condition.

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

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

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

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

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

On November 4, 2016, the Company completed this transaction.

As a result of this transaction, the Company owns 100 % of the ownership interests in Lucera.

In the purchase agreement by which the Company acquired Cantor’s remaining interest in Lucera, Cantor agreed, subject to certain exceptions, not to solicit certain senior executives of Lucera’s business and was granted the right to be a customer of Lucera’s businesses on the best terms made available to any other customer.

The aggregate purchase price paid by the Company to Cantor consisted of approximately $ 24.2 million in cash plus a $ 4.8 million post-closing adjustment determined after closing based on netting Lucera’s expenses paid by Cantor after May 1, 2016 against accounts receivable owed to Lucera by Cantor for access to Lucera’s business from May 1, 2016 through the closing date.

The Company previously had a 20 % ownership interest in Lucera and accounted for its investment using the equity method.

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

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

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

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

BGC Sublease From Newmark

In May 2020, BGC U.S.

OpCo entered into an arrangement to sublease excess space from RKF Retail Holdings LLC, a subsidiary of Newmark, which sublease was approved by the Audit Committee.

The deal was a one-year sublease of approximately 21,000 rentable square feet in New York City.

Under the terms of the sublease, BGC U.S.

OpCo paid a fixed rent amount of $ 1.1 million in addition to all operating and tax expenses attributable to the lease.

In May 2021, the sublease was amended to provide for a rate of $ 15 thousand per month based on the size of utilized space, with terms extending on a month-to-month basis, and expiring on December 31, 2021.

In connection with the sublease, BGC U.S.

OpCo paid $ 0.5 million for the year ended December 31, 2021.

Equity Method Investments and Investments Carried Under the Measurement Alternative

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The Company’s share of the net gains or losses is reflected in “Gains (losses) on equity method investments” in the Company’s Consolidated Statements of Operations.

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

For the years ended December 31, 2024, 2023 and 2022, the Company did no t recognize impairment charges of existing equity method investments, however, it wrote off a portion of a subordinated loan to an equity method investee in the year ended December 31, 2022 (see “Investments in VIEs” within this note for more information).

During the years ended December 31, 2024, 2023 and 2022, the Company did no t sell any equity method investments.

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

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

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Total assets $ 134,755 $ 132,676

Payables to related parties — —

Other liabilities 71,222 81,898

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

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

These investments, which do not have a readily determinable fair value, are initially recognized at cost and remeasured through earnings when there is an observable transaction involving the same or similar investment of the same issuer, or due to an impairment.

The Company recorded $ 37.2 million of unrealized gains, $ 1.9 million of unrealized gains, and $ 1.8 million of unrealized gains to reflect observable transactions for these shares during the years ended December 31, 2024, 2023, and 2022, respectively.

The unrealized gains (losses) are reflected in “Other income (loss)” in the Company’s Consolidated Statements of Operations.

Investments in VIEs

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

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

The Company’s involvement with such entities is in the form of direct equity interests and related agreements.

The Company’s maximum exposure to loss with respect to the VIEs is its investment in such entities as well as a credit facility and a subordinated loan.

The following table sets forth the Company’s investment in its unconsolidated VIEs and the maximum exposure to loss with respect to such entities (in thousands).

Unconsolidated VIE

One of the Company’s equity method investments is considered a VIE, as defined under the accounting guidance for consolidation.

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

The Company’s involvement with the VIE is in the form of direct equity interest.

The Company’s maximum exposure to loss with respect to the VIE is its investment.

The following table sets forth the Company’s investment in its unconsolidated VIE and the maximum exposure to loss (in thousands).

December 31, 2024 December 31, 2023

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Exposure to Loss

Variable interest entities 1

Variable interest entity 1

$ 674 $ 674 $ 2,857 $ 2,857

__________________

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

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

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

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Consolidated VIE

The Company invested in a limited liability company that is focused on developing a proprietary trading technology.

The Company also invested in a limited liability company that is focused on developing a proprietary trading technology.

The limited liability company is a VIE, and it was determined that the Company is the primary beneficiary of this VIE because the Company was the provider of the majority of this VIE’s start-up capital and has the power to direct the activities of this VIE that most significantly impact its economic performance, primarily through its voting percentage and consent rights on the activities that would most significantly influence the entity.

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Balance at December 31, 2022 $ 486,585

Disposal of Business

Acquisitions 19,901

Measurement period adjustments ( 1,493 )

Cumulative translation adjustment 1,351

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Total $ 158.7

Notes Payable, Other and Short-Term Borrowings

Notes payable, other and short-term borrowings consisted of the following (in thousands):

Notes Payable and Other Borrowings

Notes payable and other borrowings consisted of the following (in thousands):

December 31, 2024 December 31, 2023

Unsecured senior revolving credit agreement $ 195,831 $ 239,180

BGC Partners 5.375 % Senior Notes due July 24, 2023

BGC Group 3.750 % Senior Notes due October 1, 2024

BGC Partners 3.750 % Senior Notes due October 1, 2024

44,383 298,558

BGC Group 4.375 % Senior Notes due December 15, 2025

287,462 286,729

BGC Partners 4.375 % Senior Notes due December 15, 2025

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BGC Group 8.000 % Senior Notes due May 25, 2028

344,620 343,852

BGC Partners 8.000 % Senior Notes due May 25, 2028

Collateralized borrowings — 3,251

BGC Group 6.600 % Senior Notes due June 10, 2029

Total Notes payable and other borrowings 1, 2

$ 1,337,540 $ 1,183,506

Short-term borrowings — 1,917

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

______________________________________

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

Exchange Offer and Market-Making Registration Statement

1 The Company was in compliance with all debt covenants, as applicable, as of December 31, 2024 and December 31, 2023.

2 Presented net of deferred financing costs, which are recorded in the Company ’ s Consolidated Statements of Financial Condition as a direct reduction of the Notes payable and other borrowings.

As of December 31, 2024 and 2023, total deferred financing costs were $ 12.0 million and $ 6.5 million, respectively.

Exchange Offer

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

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

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

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

In connection with the October 6, 2023 closing of the Exchange Offer, (i) $ 255.5 million aggregate principal amount of BGC Partners 3.750 % Senior Notes were exchanged for BGC Group 3.750 % Senior Notes and subsequently 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;

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

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

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Issuance costs related to the Exchange Offer of $ 0.9 million are amortized as interest expense and the carrying value of the BGC Group 3.750 % Senior Notes, the BGC Group 4.375 % Senior Notes, and the BGC Group 8.000 % Senior Notes will accrete up to the face amount over the term of the notes.

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

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

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

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

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

Unsecured Senior Revolving Credit Agreement

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

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

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

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

As of December 31, 2024, there were $ 195.8 million borrowings outstanding, net of deferred financing costs of $ 4.2 million under the Revolving Credit Agreement.

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

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

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

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

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

The average interest rate on the outstanding borrowings for the years ended December 31, 2024 and 2023 was 6.99 % and 7.07 %, respectively.

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

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

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.

The BGC Group Notes and BGC Partners Notes are recorded at amortized cost.

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Carrying Amount Fair Value Carrying Amount Fair Value

BGC Partners 5.375 % Senior Notes due July 24, 2023

$ — $ — $ 449,243 $ 449,007

BGC Group 3.750 % Senior Notes due October 1, 2024

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2,257 2,416 2,748 2,901

BGC Group 6.600 % Senior Notes due June 10, 2029

495,546 513,366 — —

Total $ 1,141,709 $ 1,182,143 $ 944,326 $ 947,301

The fair values of the BGC Group Notes and BGC Partners Notes were determined using observable market prices as these securities are traded, and based on whether they are deemed to be actively traded, the BGC Partners 5.375 % Senior Notes, the BGC Group 3.750 % Senior Notes, the BGC Partners 3.750 % Senior Notes, the BGC Group 4.375 % Senior Notes, the BGC Partners 4.375 % Senior Notes, the BGC Group 8.000 % Senior Notes, and the BGC Partners 8.000 % Senior Notes are considered Level 2 within the fair value hierarchy.

The fair values of the BGC Group Notes and BGC Partners Notes were determined using observable market prices as these securities are traded, and based on whether they are deemed to be actively traded, the BGC Partners 5.375 % Senior Notes, the BGC Group 3.750 % Senior Notes, the BGC Partners 3.750 % Senior Notes, the BGC Group 4.375 % Senior Notes, the BGC Partners 4.375 % Senior Notes, the BGC Group 8.000 % Senior Notes, the BGC Partners 8.000 % Senior Notes, and the BGC Group 6.600 % Senior Notes are considered Level 2 within the fair value hierarchy.

5.375 % Senior Notes

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If a “Change of Control Triggering Event” (as defined in the supplemental indenture governing the BGC Partners 5.375 % Senior Notes) occurred, holders could have required BGC Partners to purchase all or a portion of their notes for cash at a price equal to 101 % of the principal amount of the notes to be purchased plus any accrued and unpaid interest to, but excluding, the purchase date.

The initial carrying value of the BGC Partners 5.375 % Senior Notes was $ 444.2 million, net of the discount and debt issuance costs of $ 5.8 million.

The initial carrying value of the BGC Partners 5.375 % Senior Notes was $ 444.2 million, net of discount and debt issuance costs of $ 5.8 million.

The issuance costs were amortized as interest expense and the carrying value of the BGC Partners 5.375 % Senior Notes accreted up to the face amount over the term of the notes.

On July 24, 2023, BGC Partners repaid the principal plus accrued interest on the BGC Partners 5.375 % Senior Notes.

BGC Partners recorded interest expense related to the BGC Partners 5.375 % Senior Notes of $ 14.5 million, $ 25.5 million and $ 25.5 million for the years ended December 31, 2023, 2022 and 2021, respectively.

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

3.750 % Senior Notes

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

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

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

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

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

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

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

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

The issuance costs 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.

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

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

The BGC Group 3.750 % Senior Notes 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.

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

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

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

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

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

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

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

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

BGC Partners recorded interest expense related to the BGC Partners 3.750 % Senior Notes of $ 9.5 million for the year ended December 31, 2023, and $ 12.1 million for each of the years ended December 31, 2022, and 2021.

On October 1, 2024, BGC Group repaid the principal plus accrued interest on the BGC Group 3.750 % Senior Notes.

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

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

On October 1, 2024, BGC Partners repaid the principal plus accrued interest on the BGC Partners 3.750 % Senior Notes.

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

4.375 % Senior Notes

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

The initial carrying value of the BGC Partners 4.375 % Senior Notes was $ 296.8 million, net of discount and debt issuance costs of

$ 3.2 million.

The initial carrying value of the BGC Partners 4.375 % Senior Notes was $ 296.8 million, net of discount and debt issuance costs of $ 3.2 million.

The issuance costs are amortized as interest expense and the carrying value of the BGC Partners 4.375 % Senior Notes will accrete up to the face amount over the term of the notes.

6 unchanged sentences

The carrying value of the BGC Group 4.375 % Senior Notes was $ 287.5 million as of December 31, 2024.

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

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

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

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

The carrying value of the BGC Partners 4.375 % Senior Notes was $ 11.8 million as of December 31, 2024.

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

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 for the years ended December 31, 2024, 2023 and 2022, respectively.

8.000 % Senior Notes

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

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

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

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

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The carrying value of the BGC Group 8.000 % Senior Notes was $ 344.6 million as of December 31, 2024.

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

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

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

The carrying value of the BGC Partners 8.000 % Senior Notes was $ 2.3 million as of December 31, 2024.

BGC Partners recorded interest expense related to the BGC Partners 8.000 % Senior Notes of $ 10.0 million for the year ended December 31, 2023.

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

6.600 % Senior Notes

On June 10, 2024, the Company issued an aggregate of $ 500.0 million principal amount of BGC Group 6.600 % Senior Notes.

The BGC Group 6.600 % Senior Notes are general unsecured obligations of BGC Group.

The BGC Group 6.600 % Senior Notes bear interest at a rate of 6.600 % per year, payable in cash on June 10 and December 10 of each year, commencing December 10, 2024.

The BGC Group 6.600 % Senior Notes will mature on June 10, 2029.

The Company may redeem some or all of the BGC Group 6.600 % Senior Notes at any time or from time to time for cash at certain “make-whole” redemption prices (as set forth in the supplemental indenture governing the BGC Group 6.600 % Senior Notes).

The initial carrying value of the BGC Group 6.600 % Senior Notes was $ 495.0 million, net of discount and debt issuance costs of $ 5.0 million.

The issuance costs are amortized as interest expense and the carrying value of the BGC Group 6.600 % Senior Notes will accrete up to the face amount over the term of the notes.

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.

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

The carrying value of the BGC Group 6.600 % Senior Notes was $ 495.5 million as of December 31, 2024.

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

Collateralized Borrowings

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

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

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

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

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

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

BGC Partners did no t 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.

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

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

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

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

BGC Partners did no t 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.

Short-Term Borrowings

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

In 2021, this agreement was paid in full and BGC Partners entered into a new committed unsecured loan agreement which provided for short-term loans of up to $ 1.6 million (BRL 10.0 million).

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

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

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

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

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

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

BGC Partners did no t record any interest expense related to the agreement during 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.

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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.

This agreement bears a fee of 1.35 % per year.

This agreement is renewable every 90 days and the next maturity date is February 17, 2025.

The agreement bears a fee of 1.32 % per year.

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

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

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

The Compensation Committee may grant various equity-based awards, including RSUs, restricted stock, stock options, LPUs and shares of BGC Class A common stock.

Upon vesting of RSUs, issuance of restricted stock, exercise of stock options and redemption/exchange of LPUs, the Company generally issues new shares of BGC Class A common stock.

On November 22, 2021, at the annual meeting of stockholders, the stockholders approved amendments to the BGC Partners Equity Plan to increase from 400.0 million to 500.0 million the aggregate number of shares of BGC Class A common stock that may be delivered or cash-settled pursuant to awards granted during the life of the Equity Plan.

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

BGC Credit Agreement with Cantor

On March 12, 2024, the Company borrowed $ 275.0 million from Cantor under the BGC Credit Agreement.

On April 1, 2024, the outstanding balance of $ 275.0 million was repaid in its entirety.

There were no borrowings by the Company under the BGC Credit Agreement as of December 31, 2024.

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

The Company did no t record any interest expense related to the BGC Credit Agreement during the years ended December 31, 2023 and 2022.

See Note 13—“Related Party Transactions” for additional information related to these transactions.

The Compensation Committee may grant various equity-based awards, including RSUs, restricted stock, stock options, LPUs (prior to the Corporate Conversion) and shares of BGC Class A common stock.

Upon vesting of RSUs, issuance of restricted stock, exercise of stock options and redemption/exchange of LPUs (prior to the Corporate Conversion), the Company generally issues new shares of BGC Class A common stock.

In connection with the Corporate Conversion on July 1, 2023, BGC Group assumed and adopted the BGC Partners Equity Plan, as amended and restated as the BGC Group Equity Plan.

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In connection with the Corporate Conversion, on June 30, 2023, the Company issued 22.5 million RSUs for the redemption of 16.9 million non-exchangeable LPUs and 5.6 million non-exchangeable FPUs in BGC Holdings, and issued $ 49.2 million of RSU Tax Accounts for the redemption of 10.6 million non-exchangeable Preferred Units in BGC Holdings, based on their fixed cash value.

As a result of the Corporate Conversion, on July 1, 2023, the Company issued 38.6 million

restricted stock awards and 25.3 million RSUs for the redemption of 54.0 million non-exchangeable LPUs and 9.9 million non-exchangeable Preferred Units in BGC Holdings, and granted $ 74.0 million of RSU Tax Accounts for the redemption of 16.3 million non-exchangeable Preferred Units in BGC Holdings, based on their fixed cash value.

As a result of the Corporate Conversion, on July 1, 2023, the Company issued 38.6 million restricted stock awards and 25.3 million RSUs for the redemption of 54.0 million non-exchangeable LPUs and 9.9 million non-exchangeable Preferred Units in BGC Holdings, and granted $ 74.0 million of RSU Tax Accounts for the redemption of 16.3 million non-exchangeable Preferred Units in BGC Holdings, based on their fixed cash value.

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

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Balance at December 31, 2023 — 8,779

Granted 9,688 —

Redeemed/exchanged units — ( 5,342 )

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These limited partnership interests represent interests that were held prior to the Newmark IPO and were distributed in connection with the Separation.

Following the Newmark IPO, employees of BGC and Newmark only received limited partnership interests in BGC Holdings and Newmark Holdings, respectively.

Following the Newmark IPO, employees of BGC and Newmark only received limited partnership interests in BGC Holdings (prior to the Corporate Conversion) and Newmark Holdings, respectively.

As a result of the Spin-Off, as the previous limited partnership interests in BGC Holdings held by Newmark employees and the existing limited partnership interests in Newmark Holdings held by BGC employees were/are exchanged/redeemed, the related capital was contributed to and from Cantor, respectively.

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

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

The BGC Holdings limited partnership interests held by Newmark employees could have been included in the BGC share count and the Newmark Holdings limited partnership interests held by BGC employees may be included in the Newmark share count, if applicable.

There were no limited partnership interests in BGC Holdings remaining upon the completion of the Corporate Conversion, and therefore, there was no compensation expense related to limited partnership interest in BGC Holdings recognized by BGC subsequent to the Corporate Conversion.

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

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

Regular Units 2,036

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Total 4,919 26,012 29,959

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

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

As of December 31, 2023 and 2022, the number of Newmark Holdings LPUs exchangeable into shares of Newmark Class A common stock at the discretion of the unit holder held by BGC employees (at the then-current Exchange Ratio) was 0.2 million.

The compensation expense related to the issuance of common stock includes a redemption of 4.2 million Newmark Holdings LPUs for which 3.3 million shares of Newmark Class A common stock were issued to a former BGC executive officer, who is still employed by the Company.

This resulted in a $ 54.4 million compensation expense for year ended December 31, 2024.

As of December 31, 2024 and 2023, there were no BGC Holdings LPUs remaining as a result of the Corporate Conversion.

As of December 31, 2024 and 2023, the number of Newmark Holdings LPUs exchangeable into shares of Newmark Class A common stock at the discretion of the unit holder held by BGC employees (at the then-current Exchange Ratio) was 0.3 million and 0.2 million, respectively.

Subsequent to the Corporate Conversion, BGC may issue BGC Class A common stock and record compensation expense for the grant date fair value of the shares issued.

For the years ended December 31, 2024 and 2023, BGC issued 8.7 million and 2.2 million of net shares of BGC Class A common stock to BGC employees, and withheld shares of BGC Class A common stock valued at $ 41.0 million and $ 3.9 million to pay taxes due at the time of issuance, respectively.

LPU Amortization

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The fair value was based on the market value of an equivalent share of BGC or Newmark Class A common stock (adjusted if appropriate based upon the award’s eligibility to receive quarterly allocations of net income) on the grant date, and is recognized as compensation expense, net of the effect of estimated forfeitures, ratably over the vesting period.

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

December 31, 2023 December 31, 2022

BGC Holdings LPUs — 47,222

Newmark Holdings LPUs — 98

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

As of both December 31, 2024 and 2023, there were no outstanding LPUs held by BGC employees with a stated vesting schedule that did not receive quarterly allocations of net income.

Compensation expense related to LPUs held by BGC employees with a post-termination pay-out amount, such as REUs, and/or a stated vesting schedule was recognized over the stated service period.

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As of December 31, 2024, there were no outstanding BGC Holdings LPUs with a post-termination payout, and there were 0.1 million outstanding Newmark Holdings LPUs with a post-termination payout held by BGC employees with a notional value of approximately $ 0.5 million and an aggregate estimated fair value of $ 0.2 million.

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

As of December 31, 2023, there were no outstanding BGC Holdings LPUs with a post-termination payout, and there were 0.1 million outstanding Newmark Holdings LPUs with a post-termination payout held by BGC employees, with a notional value of approximately $ 0.7 million and an aggregate estimated fair value of $ 0.3 million.

Restricted Stock Units

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RSU amortization $ 101,673 $ 79,960 $ 16,559

A summary of the activity associated with RSUs held by BGC employees and directors is as follows (RSUs and dollars in thousands):

A summary of the activity associated with RSUs held by BGC employees and directors is as follows (RSUs and fair value amount in thousands):

RSUs Weighted- Average Grant Date Fair Value Fair Value Amount Weighted- Average Remaining Contractual Term (Years)

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

As of December 31, 2023, 26.3 million RSUs of the total outstanding were eligible to receive dividends.

As of December 31, 2024 and 2023, 22.9 million and 26.3 million RSUs of the total outstanding were eligible to receive dividends.

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

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

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

As of December 31, 2023, there was approximately $ 161.0 million of total unrecognized compensation expense related to unvested RSUs held by BGC employees and directors that is expected to be recognized over a weighted-average period of 5.96 years.

For the RSUs that vested during the years ended December 31, 2024 and 2023, the Company withheld shares of BGC Class A common stock valued at $ 27.8 million and $ 11.5 million, respectively, to pay taxes due at the time of vesting.

As of December 31, 2024 and 2023, there was approximately $ 230.1 million and $ 161.0 million, respectively, of total unrecognized compensation expense related to unvested RSUs held by BGC employees and directors that is expected to be recognized over a weighted-average period of 4.58 years and 5.96 years, respectively.

In relation to the Corporate Conversion, the Company granted in total $ 123.1 million of RSU Tax Accounts.

During 2023, $ 27.7 million RSU Tax Accounts vested to pay taxes due at the time for certain related RSU vestings.

As of December 31, 2023, there was approximately $ 92.7 million of total unrecognized compensation expense related to unvested RSU Tax Accounts held by BGC employees that is expected to be recognized over a weighted-average period of 8.82 years.

The compensation expense related to the RSU Tax Accounts amortization held by BGC employees was $ 31.9 million for the year ended December 31, 2023.

In connection with certain of its acquisitions, the Company has granted certain LPUs (prior to the Corporate Conversion), and RSUs, and other deferred compensation awards.

As of December 31, 2023 and 2022, the aggregate estimated fair value of acquisition-related LPUs and RSUs was $ 7.4 million and $ 5.9 million, respectively.

As of December 31, 2023 and 2022, the aggregate estimated fair value of the deferred compensation awards was $ 0.6 million and $ 23.9 million, respectively.

The liability for such acquisition-related LPUs and RSUs is included in “Accounts payable, accrued and other liabilities” on the Company’s Consolidated Statements of Financial Condition.

During the years ended December 31, 2024 and 2023, $ 17.6 million and $ 27.7 million, respectively, of RSU Tax Accounts vested to pay taxes due at the time for certain related RSU vestings.

As of December 31, 2024 and 2023, there was approximately $ 70.0 million and $ 92.7 million of total unrecognized compensation expense related to unvested RSU Tax Accounts held by BGC employees that is expected to be recognized over a weighted-average period of 7.98 years and 8.82 years, respectively.

The compensation expense related to the RSU Tax Accounts amortization held by BGC employees was $ 21.6 million and $ 31.9 million for the years ended December 31, 2024 and 2023, respectively.

In connection with certain of its acquisitions, the Company has granted certain contingent share obligations and RSUs, and other deferred compensation awards.

As of December 31, 2024 and 2023, the aggregate estimated fair value of acquisition-related contingent share obligations and RSUs was $ 14.7 million and $ 7.4 million, respectively.

As of December 31, 2024 and 2023, the aggregate estimated fair value of the deferred compensation awards was nil and $ 0.6 million, respectively.

The liability for such acquisition-related contingent share obligations and RSUs is included in “Accounts payable, accrued and other liabilities” on the Company’s Consolidated Statements of Financial Condition.

Restricted Stock

BGC employees hold shares of BGC and Newmark restricted stock.

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

Such restricted shares are generally salable by employees in five to ten years .

Transferability of the restricted shares of stock issued prior to the Corporate Conversion, is not subject to continued employment or service with the Company or any affiliate or subsidiary of the Company;

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During the years ended December 31, 2024 and 2023, approximately 0.3 million and 1.4 million, respectively, BGC or Newmark restricted shares held by BGC employees were forfeited in connection with this provision.

During the years ended December 31, 2023 and 2022, the Company released the restrictions with respect to 2.3 million and 0.3 million, respectively, of such BGC shares held by BGC employees.

As of December 31, 2023 and 2022, there were 0.1 million and 2.3 million, respectively, of such restricted BGC shares held by BGC employees outstanding, respectively.

Additionally, during the years ended December 31, 2023 and 2022, Newmark released the restrictions with respect to 1.0 million and 0.1 million, respectively, of restricted Newmark shares held by BGC employees.

As of December 31, 2023 and 2022, there were nil and 1.1 million, respectively, of restricted Newmark shares held by BGC employees outstanding.

During the years ended December 31, 2024 and 2023, the Company released the restrictions with respect to nil and 2.3 million, respectively, of such BGC shares held by BGC employees.

As of December 31, 2024 and 2023, there were nil and 0.1 million, respectively, of such restricted BGC shares held by BGC employees outstanding, respectively.

During the years ended December 31, 2024 and 2023, Newmark released the restrictions with respect to nil and 1.0 million, respectively, of restricted Newmark shares held by BGC employees.

As of both December 31, 2024 and 2023, there were no restricted Newmark shares held by BGC employees outstanding.

In addition, as a result of the Corporate Conversion, on July 1, 2023, the Company granted 38.6 million restricted stock awards, which are subject to continued employment or service with the Company or any affiliate or subsidiary of the Company.

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

The compensation expense related to the restricted stock amortization on these awards held by BGC employees was $ 24.7 million for the year ended 2023.

For the restricted stock awards that vested during the year ended December 31, 2023, the Company withheld 1.0 million shares of BGC Class A common stock to pay taxes due at the time of vesting.

As of December 31, 2023, there was approximately $ 49.9 million of total unrecognized compensation expense related to unvested restricted stock awards held by BGC employees that is expected to be recognized over a weighted-average period of 2.55 years.

A summary of the activity associated with these restricted stock awards held by BGC employees is as follows (restricted stock and dollars in thousands):

The compensation expense related to the restricted stock amortization on these awards held by BGC employees was $ 57.0 million and $ 24.7 million for the years ended December 31, 2024 and 2023, respectively.

The compensation expense related to restricted stock includes the acceleration of approximately 4.5 million restricted stock awards of a former BGC executive officer, who is still employed by the Company, which resulted in a $ 27.1 million compensation expense for the year ended 2024.

For the restricted stock awards that vested during the years ended December 31, 2024 and 2023, the Company withheld 4.6 million and 1.0 million shares of BGC Class A common stock to pay taxes due at the time of vesting, respectively.

As of December 31, 2024 and 2023, there was approximately $ 5.8 million and $ 49.9 million of total unrecognized compensation expense related to unvested restricted stock awards held by BGC employees that is expected to be recognized over a weighted-average period of 0.59 years and 2.55 years, respectively.

A summary of the activity associated with these restricted stock awards held by BGC employees is as follows (shares of restricted stock and dollars in thousands):

Restricted Stock

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Balance at December 31, 2023 27,953 $ 4.20 $ 117,468 2.55

Granted — — —

Delivered ( 19,920 ) 3.99 ( 79,551 )

Forfeited ( 729 ) 3.84 ( 2,798 )

Balance at December 31, 2024 7,304 $ 4.81 $ 35,119 0.59

Commitments, Contingencies and Guarantees

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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;

1 unchanged sentence

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” 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 and 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.

27 unchanged sentences

The Company issued 1.6 million contingent shares of BGC Class A common stock and $ 5.0 million for acquisitions during 2024.

The Company did not issue any contingent shares of BGC Class A common stock, LPUs, RSUs or cash for acquisitions during 2022.

The Company issued 1.2 million contingent shares of BGC Class A common stock and $ 8.0 million for acquisitions during 2023.

During the year ended December 31, 2024, the contingent cash consideration increased by approximately $ 0.2 million to $ 15.3 million in cash that may be paid due to an increase in probability of payout.

32 unchanged sentences

Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s Consolidated Financial Statements.

For the year ended December 31, 2023 and 2022, the Company did no t incur losses on any FDIC insured cash accounts.

During the years ended December 31, 2023 and 2022, the Company reserved $ 9.0 million and $ 11.4 million, respectively, in connection with potential losses associated with Russia’s Invasion of Ukraine, which is included in “Other expenses” in the Company’s Consolidated Statements of Operations, and which was recorded as part of the CECL reserve (see Note 25—“Current Expected Credit Losses” for additional information).

For the years ended December 31, 2024 and 2023, the Company did no t incur losses on any FDIC insured cash accounts.

During the years ended December 31, 2024 and 2023, the Company reserved $ 4.0 million and $ 9.0 million, respectively, in connection with potential losses associated with Russia’s Invasion of Ukraine, which is included in “Other expenses” in the Company’s Consolidated Statements of Operations, and which was recorded as part of the CECL reserve (see Note 25—“Current Expected Credit Losses (CECL)” for additional information).

The Company is self-insured for health care claims, up to a stop-loss amount for eligible participating employees and qualified dependents in the U.S., subject to deductibles and limitations.

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In addition, certain of the Company’s entities are taxed as U.S.

partnerships and are subject to the UBT in New York City.

Therefore, the tax liability or benefit related to the partnership income or loss, except for UBT, rests with the partners (see Note 2—“Limited Partnership Interests in BGC Holdings and Newmark Holdings” for discussion of partnership interests), rather than the partnership entity.

partnerships and are primarily subject to the UBT in New York City.

Therefore, the tax liability or benefit related to the partnership income or loss, except for UBT, rests with the partners rather than the partnership entity (see Note 2—“Limited Partnership Interests in BGC Holdings and Newmark Holdings” for discussion of partnership interests).

The provision for income taxes consisted of the following (in thousands):

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— ( 12,446 ) —

Nontaxable gain on insurance disposition — — ( 65,231 )

Uncertain tax positions 304 ( 797 ) 3,496

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Valuation allowance ( 2,402 ) ( 4,190 ) ( 4,670 )

Meals and Entertainment 7,450 6,182 12,681

Impact of RSU Windfall ( 4,433 ) ( 1,700 ) ( 289 )

AFS MTM — U.S.

GAAP Adjustment 1

Other — ( 22 ) ( 804 )

Provision for income taxes $ 49,915 $ 18,934 $ 38,584

_______________________________________

1 Available for sale securities mark-to-market — U.S.

GAAP Adjustment

As of December 31, 2024, the Company’s intention is to permanently reinvest undistributed foreign pre-tax earnings in the Company’s foreign operations.

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Further, determination of an estimate of deferred tax liability associated with the distribution of foreign earnings is not practicable.

However, this policy will be further re-evaluated and assessed based on the Company’s overall business needs and requirements.

The Company has elected to treat taxes associated with the GILTI provision using the Period Cost Method and thus has not recorded deferred taxes for basis differences under this regime as of December 31, 2024.

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases.

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Other deferred and accrued expenses 10,659 17,625

Depreciation and amortization

Net operating loss and credit carry-forwards 58,084 43,426

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Total deferred tax liability 1

10,618 19,675

Net deferred tax asset $ 260,598 $ 191,452

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jurisdictions of $ 2.5 million, $ 5.4 million and $ 28.4 million, respectively.

These losses will begin to expire for Federal, state and local, and non-U.S.

These losses will begin to expire for state and local and non-U.S.

jurisdictions in 2036 and 2025, respectively.

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of $ 33.7 million, which will begin to expire in 2030.

The Company’s deferred tax asset and liability are included in the Company’s Consolidated Statements of Financial Condition as components of “Other assets” and “Accounts payable, accrued and other liabilities,” respectively.

Management continuously assesses the available positive and negative evidence to determine whether existing deferred tax assets will be realized.

Accordingly, substantially all of the total valuation allowance of $ 24.4 million relates to non-US net operating losses and other deferred tax assets for the year ended December 31, 2024.

The Company’s net deferred tax asset and liability are included in the Company’s Consolidated Statements of Financial Condition as components of “Other assets” and “Accounts payable, accrued and other liabilities,” respectively.

Pursuant to U.S.

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As of December 31, 2024, the Company’s unrecognized tax benefits, excluding related interest and penalties, were $ 4.6 million, of which $ 3.7 million, if recognized, would affect the effective tax rate.

The Company is currently open to examination by tax authorities in U.S.

The Company is currently under income tax examination by tax authorities in U.S.

federal, state and local jurisdictions and certain non-U.S.

jurisdictions for tax years beginning 2021, 2011 and 2017, respectively.

The Company is currently under examination by tax authorities in the U.S.

federal and certain state, local and foreign jurisdictions.

The Company does not believe that the amounts of unrecognized tax benefits will materially change over the next 12 months.

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subsidiaries had net capital in excess of their minimum capital requirements.

and European subsidiaries of the Company are regulated by their national regulator, which include the FCA and L’Autorité des Marchés Financiers and must maintain financial resources (as defined by their national regulator) in excess of the total financial requirement (as defined by their national regulator).

and European subsidiaries of the Company are regulated by their national regulators, which include the FCA and L’Autorité des Marchés Financiers and must maintain financial resources (as defined by their national regulators) in excess of the total financial requirement (as defined by their national regulators).

As of December 31, 2024, the U.K.

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Certain other subsidiaries of the Company are subject to regulatory and other requirements of the jurisdictions in which they operate.

Certain BGC subsidiaries also operate as a DCM and DCO which are required to maintain financial resources to cover operating costs for at least one year, keeping at least enough cash or highly liquid securities to cover six months’ operating costs.

Certain BGC subsidiaries also operate as DCMs and DCOs which are required to maintain financial resources to cover operating costs for at least one year, keeping at least enough cash or highly liquid securities to cover six months’ operating costs.

In addition, BGC subsidiaries operate as SEFs which are required to maintain financial resources to cover operating costs for at least one year, keeping at least enough cash or highly liquid securities to cover the greater of three months of projected operating costs, or the projected costs needed to wind down the swap execution facility’s operations.

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These subsidiaries had aggregate regulatory net capital, as defined, in excess of the aggregate regulatory requirements, as defined, of $ 432.3 million.

Segment, Geographic and Product Information

Segment and Geographic Information

Segment Information

The Company currently operates in one reportable segment, brokerage services.

BGC provides or has provided brokerage services to the financial markets, through integrated Voice, Hybrid and Fully Electronic brokerage in a broad range of products, including fixed income securities (Rates and Credit), FX, Energy and Commodities, Equities, and Futures and Options.

BGC also provides a wide range of services, including trade execution, brokerage, clearing, trade compression, post-trade, information, consulting, and other back-office services to a broad range of financial and non-financial institutions.

On November 1, 2021, the Company sold its Insurance brokerage business to The Ardonagh Group (see Note 5— “Divestitures”).

The Company currently operates in one reportable segment, brokerage services, which is managed on a consolidated basis.

The Company provides brokerage services to the financial markets, through integrated Voice, Hybrid and Fully Electronic brokerage in a broad range of products, including fixed income (Rates and Credit), FX, Equities, ECS, and Futures and Options.

BGC also delivers a wide range of services, including trade execution, brokerage, clearing, post-trade, information, consulting, and other back-office services to a broad range of financial and non-financial institutions.

As of December 31, 2024, the Company has identified the Chairman of the Board and Chief Executive Officer as the Chief Operating Decision Maker (“CODM”).

Consolidated net income (loss) is the measure of segment profit (loss) most consistent with U.S.

GAAP that is regularly reviewed by the CODM.

The Company’s business is based on the products and services provided and reflects the manner in which financial information is evaluated by the CODM.

Significant expense categories included in Consolidated net income (loss) that are regularly provided to the CODM include Compensation and employee benefits expense and Equity-based compensation and allocations of net income to limited partnership units and FPUs expense.

Refer to the Company’s Consolidated Statements of Operations for additional information.

Information regarding revenues from external customers, other revenues, significant segment expenses, other segment items and Consolidated net income (loss) is as follows:

Year Ended December 31,

2024 2023 2022

Rates $ 686,342 $ 610,451 $ 549,503

483,232 386,206 291,665

355,833 314,706 299,721

Credit 287,812 284,744 271,419

Equities 225,027 236,517 234,493

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

Fees from related parties 20,728 15,968 14,734

Data, software and post-trade 126,963 111,470 96,389

Interest and dividend income 1

56,223 45,422 21,007

Other revenues 20,658 19,917 16,371

Total other revenues

224,572 192,777 148,501

Total revenues 2,262,818 2,025,401 1,795,302

Compensation and employee benefits

1,123,747 992,603 853,165

Equity-based compensation and allocations of net income to limited partnership units and FPUs 369,143 355,378 251,071

Total compensation and employee benefits 1,492,890 1,347,981 1,104,236

Other segment items 2

646,700 638,645 632,199

Consolidated net income (loss) $ 123,228 $ 38,775 $ 58,867

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1 For the years ended December 31, 2024, 2023, and 2022, Interest income was $ 49.5 million, $ 40.2 million and $ 15.5 million, respectively.

2 Other segment items include Occupancy and equipment expense, Fees to related parties expense, Professional and consulting fees expense, Communications expense, Selling and promotion expense, Commissions and floor brokerage expense, Interest expense, Other expenses, Gains (losses) on divestitures and sales of investments, Gains (losses) on equity method investments, Other income (loss), and Provision (benefit) for income taxes, each of which are presented on the Company’s Consolidated Statements of Operations.

Also included in Other segment items is Fixed asset depreciation and intangible asset amortization.

For the years ended December 31, 2024, 2023, and 2022, Fixed asset depreciation and intangible asset amortization was $ 81.4 million, $ 80.4 million and $ 75.1 million, respectively.

Refer to the Company’s Consolidated Statements of Financial Condition for the segment’s total assets.

Refer to Note 14—“Investments” for the Company’s investment in equity method investees.

Total expenditures for additions to long-lived assets are reported on the Company’s Consolidated Statements of Cash Flows.

Geographic Information

The Company offers products and services in the U.K., U.S., Asia (including Australia), Other Europe, MEA, France, and Other Americas.

The Company offers products and services in EMEA, the Americas and APAC.

Revenues and long-lived assets are attributed to geographic areas based on the location of the particular subsidiary.

Information regarding revenues is as follows (in thousands):

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820,608 727,204 610,683

Asia 275,209 271,678 301,489

Other Europe/MEA 201,461 172,376 200,409

France 90,774 92,649 99,933

Other Americas 74,306 67,939 60,893

295,608 275,209 271,678

Total revenues $ 2,262,818 $ 2,025,401 $ 1,795,302

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1 For the years ended December 31, 2024, 2023, and 2022, the U.K.

accounted for 10 % or more of total revenues.

revenues for the years ended December 31, 2024, 2023, and 2022 were $ 780.2 million, $ 730.8 million, and $ 647.9 million, respectively.

2 For the years ended December 31, 2024, 2023, and 2022, the U.S.

accounted for 10 % or more of total revenues.

revenues for the years ended December 31, 2024, 2023, and 2022 were $ 752.6 million, $ 652.9 million, and $ 542.7 million, respectively.

Information regarding long-lived assets (defined as loans, forgivable loans and other receivables from employees and partners, net;

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certain other investments;

other intangible assets, net of accumulated amortization;

and rent and other deposits) in the geographic areas is as follows (in thousands):

Year Ended December 31,

rent and other deposits;

excluding goodwill and other intangible assets, net) in the applicable geographic area is as follows (in thousands):

December 31, 2024 December 31, 2023

Long-lived assets:

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261,297 225,950

Asia 91,643 76,870

Other Europe/MEA 66,259 46,413

81,276 75,496

Other Americas

19,182 17,736

Total long-lived assets $ 688,771 $ 686,656

Product Information

The Company’s business is based on the products and services provided and reflects the manner in which financial information is evaluated by management.

The Company specializes in the brokerage of a broad range of products, including fixed income securities (Rates and Credit), FX, Energy and Commodities, Equities, and Futures and Options.

The Company also provides a wide range of services, including trade execution, broker-dealer services, clearing, trade compression, post trade, information, consulting, and other back-office services to a broad range of financial and non-financial institutions.

On November 1, 2021, the Company sold its Insurance brokerage business to The Ardonagh Group (see Note 5—“Divestitures”).

Product information regarding revenues is as follows (in thousands):

Year Ended December 31,

_______________________________________

Rates $ 610,451 $ 549,503 $ 558,507

Energy and Commodities

386,206 291,665 296,458

314,706 299,721 301,328

Credit 284,744 271,419 287,608

Equities 236,517 234,493 247,673

Total brokerage revenues $ 1,832,624 $ 1,646,801 $ 1,869,661

All other revenues 192,777 148,501 145,703

Total revenues $ 2,025,401 $ 1,795,302 $ 2,015,364

_______________________________________

1 On November 1, 2021, the Company sold its Insurance Brokerage business to The Ardonagh Group (see Note 5—“Divestitures”).

1 As of December 31, 2024 and 2023, the U.K.

accounted for 10 % or more of total long-lived assets.

long-lived assets as of December 31, 2024 and 2023 were $ 251.9 million and $ 306.1 million, respectively.

2 As of December 31, 2024 and 2023, the U.S.

accounted for 10 % or more of total long-lived assets.

long-lived assets as of December 31, 2024 and 2023 were $ 255.5 million and $ 220.1 million, respectively.

Revenues from Contracts with Customers

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Disaggregation of Revenue

See Note 22—“Segment, Geographic and Product Information” for a further discussion on the allocation of revenues to geographic regions.

See Note 22—“Segment and Geographic Information” for a further discussion on the allocation of revenues to geographic regions.

Contract Balances

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Certain leases also include periods covered by an option to terminate the lease if the Company is reasonably certain not to exercise the termination option.

The Company measures its lease payments by including fixed rental

payments and, where relevant, variable rental payments tied to an index, such as the Consumer Price Index.

The Company measures its lease payments by including fixed rental payments and, where relevant, variable rental payments tied to an index, such as the Consumer Price Index.

Payments for leases in place before the date of adoption of ASC 842, Leases were determined based on previous leases guidance.

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The short-term lease expense over the period reasonably reflects the Company’s short-term lease commitments.

ASC 842, Leases requires the Company to make certain assumptions and judgments in applying the guidance, including determining whether an arrangement includes a lease, determining the term of a lease when the contract has renewal or cancelation provisions, and determining the discount rate.

ASC 842 requires the Company to make certain assumptions and judgments in applying the guidance, including determining whether an arrangement includes a lease, determining the term of a lease when the contract has renewal or cancellation provisions, and determining the discount rate.

The Company determines whether an arrangement is a lease or includes a lease at the contract inception by evaluating whether the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

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The primary non-lease component that is combined with a lease component represents operating expenses, such as utilities, maintenance or management fees.

As the rate implicit in the lease is not usually available, the Company used an incremental borrowing rate based on the information available at the adoption date of the new Leases standard in determining the present value of lease payments for existing leases.

As the rate implicit in the lease is not usually available, the Company used an incremental borrowing rate based on the information available at the adoption of ASC 842 in determining the present value of lease payments for existing leases.

The Company has elected to use a portfolio approach for the incremental borrowing rate, applying corporate bond rates to the leases.

The Company calculated the appropriate rates with reference to the lease term and lease currency.

The Company uses information available at the lease commencement date to determine the discount rate for any new leases.

The Company uses information available at the lease commencement date to determine the incremental borrowing rate for any new leases.

The Company subleases certain real estate to its affiliates and to third parties.

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As of December 31, 2024, the Company did not have any leases that have not yet commenced but that create significant rights and obligations.

After evaluating the Company’s leases, the Company determined that the carrying value of a certain asset was no longer recoverable and in fact was impaired.

The fair value of the asset was based on expected future cash flows under ASC 842, and approximately $ 1.4 million of impairment charges were booked for the year ended December 31, 2024.

Impairment charges are included in Occupancy and equipment in the Company’s Consolidated Statements of Operations.

Supplemental information related to the Company’s operating and financing leases is as follows (in thousands):

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____________________________________

1 The Company recorded operating lease costs related to the Insurance brokerage business of $ 3.5 million for the year ended December 31, 2021.

1 Short-term lease expense was not material for the years ended December 31, 2024, 2023 and 2022.

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Financing cash flows from finance lease liabilities $ 1,280 $ 1,228

Current Expected Credit Losses

The CECL reserve reflects management’s current estimate of potential credit losses related to the receivable balances included in the Company’s Consolidated Statements of Financial Condition.

Current Expected Credit Losses (CECL)

The allowance for credit losses reflects management’s current estimate of potential credit losses related to the receivable balances included in the Company’s Consolidated Statements of Financial Condition.

See Note 3—“Summary of Significant Accounting Policies” for further discussion of the CECL reserve methodology.

As required, any subsequent changes to the CECL reserve are recognized in “Net income (loss) available to common stockholders” in the Company’s Consolidated Statements of Operations.

During the years ended December 31, 2023, 2022 and 2021, the Company recorded changes in the CECL reserve as follows (in millions):

As required, any subsequent changes to the allowance for credit losses are recognized in “Other expenses” in the Company’s Consolidated Statements of Operations.

During the years ended December 31, 2024, 2023 and 2022, the Company recorded changes in the allowance for credit losses as follows (in millions):

Accrued commissions and other receivables, net Loans, forgivable loans and other receivables from employees and partners, net Receivables from broker-dealers, clearing organizations, customers and related broker-dealers Total

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Current-period provision for expected credit losses 1.2 — 2.1 3.3

Release of allowance for expected credit losses — ( 2.3 ) — ( 2.3 )

Ending Balance, December 31, 2024 $ 6.2 $ — $ 21.0 $ 27.2

For the year ended December 31, 2023, there was a decrease of $ 0.4 million in the CECL reserve against “Accrued commissions and other receivables, net” due to the updated macroeconomic assumptions, bringing the CECL reserve recorded pertaining to “Accrued commissions and other receivables, net” to $ 5.0 million as of December 31, 2023.

For the year ended December 31, 2022, there was an increase of $ 4.7 million in the CECL reserve against “Accrued commissions and other receivables, net,” which included a $ 4.5 million reserve related to Russia’s Invasion of Ukraine.

For the year ended December 31, 2021, there was a decrease of $ 0.3 million in the CECL reserve against “Accrued commissions and other receivables, net.”

For the year ended December 31, 2023, there was a decrease of $ 0.2 million in the CECL reserve pertaining to “Loans, forgivable loans and other receivables from employees and partners, net” as a result of employee collections, bringing the CECL reserve recorded pertaining to “Loans, forgivable loans and other receivables from employees and partners, net” to $ 2.3 million as of December 31, 2023.

For the years ended December 31, 2022 and 2021, there were increases of $ 0.8 million and $ 0.1 million, respectively, in the CECL reserve pertaining to “Loans, forgivable loans and other receivables from employees and partners, net” as a result of employee terminations.

For the year ended December 31, 2023, there was an increase of $ 11.9 million in the CECL reserve against “Receivables from broker-dealers, clearing organizations, customers and related broker-dealers” which mainly reflected the downward credit rating migration of certain unsettled trades related to Russia’s Invasion of Ukraine, bringing the CECL reserve recorded pertaining to “Receivables from broker-dealers, clearing organizations, customers and related broker-dealers” to $ 18.9 million as of December 31, 2023.

For the year ended December 31, 2022, there was an increase of $ 7.0 million in the CECL reserve against “Receivables from broker-dealers, clearing organizations, customers and related broker-dealers” which reflected the downward credit rating migration of certain unsettled trades related to Russia’s Invasion of Ukraine.

There was no change in the CECL reserve recorded pertaining to “Receivables from broker-dealers, clearing organizations, customers and related broker-dealers” for the year ended December 31, 2021.

For the year ended December 31, 2024, there was an increase of $ 1.2 million in the allowance for credit losses against “Accrued commissions and other receivables, net” due to the updated macroeconomic assumptions, bringing the allowance for credit losses recorded pertaining to “Accrued commissions and other receivables, net” to $ 6.2 million as of December 31, 2024.

For the year ended December 31, 2023, there was a decrease of $ 0.4 million in the allowance for credit losses against “Accrued commissions and other receivables, net.” For the year ended December 31, 2022, there was an increase of $ 4.7 million in the allowance for credit losses against “Accrued commissions and other receivables, net.”

For the year ended December 31, 2024, there was a decrease of $ 2.3 million in the allowance for credit losses pertaining to “Loans, forgivable loans and other receivables from employees and partners, net” as a result of the release of allowance for expected credit losses.

For the year ended December 31, 2023 there was a decrease of $ 0.2 million in the CECL reserve pertaining to “Loans, forgivable loans and other receivables from employees and partners, net” as a result of employee collections.

For the year ended December 31, 2022, there was an increase of $ 0.8 million, in the allowance for credit losses against “Loans, forgivable loans and other receivables from employees and partners, net.”

For the year ended December 31, 2024, there was an increase of $ 2.1 million in the allowance for credit losses against “Receivables from broker-dealers, clearing organizations, customers and related broker-dealers” which reflected the downward credit rating migration of certain unsettled trades related to Russia’s Invasion of Ukraine, bringing the allowance for credit losses recorded pertaining to “Receivables from broker-dealers, clearing organizations, customers and related broker-dealers” to $ 21.0 million as of December 31, 2024.

For the years ended December 31, 2023 and 2022, there were increases of $ 11.9 million and $ 7.0 million, respectively, in the CECL reserve against “Receivables from broker-dealers, clearing organizations, customers and related broker-dealers” which reflected the downward credit rating migration of certain unsettled trades related to Russia’s Invasion of Ukraine.

Supplemental Balance Sheet Information

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On February 14, 2025, the Company’s Board declared a quarterly cash dividend of $ 0.02 per share for the fourth quarter of 2024, payable on March 20, 2024 to BGC Class A and Class B common stockholders of record as of March 6, 2024.

CFTC Approval for FMX Futures Exchange

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

Treasury and SOFR futures.

Recent Board of Directors and Executive Officers Changes

On February 18, 2025, Howard W.

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

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

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

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

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

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

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

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

Abularrage, JP Aubin, and Sean A.

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

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

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

Transactions with Executive Officers and Directors

On January 2, 2024, Mr.

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

The sale price per share of $ 6.98 was the closing price of a share of BGC Class A common stock on January 2, 2024.

The transaction was approved by the Audit Committee and the Compensation Committee of the Board and was made pursuant to the Company’s stock buyback authorization.

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.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data