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Item 9A. Controls and Procedures

2025-03-03 compared with 2024-02-29 · 186 added, 115 removed, 374 unchanged (45% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

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

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

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

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

The Co-Chief Executive Officers and the Chief Financial Officer have performed an evaluation of the effectiveness of the design and operation of BGC Group ’ s disclosure controls and procedures as of December 31, 2024.

Based on that evaluation, the Co-Chief Executive Officers and the Chief Financial Officer concluded that BGC Group’s disclosure controls and procedures were effective as of December 31, 2024.

Management ’ s Report on Internal Control over Financial Reporting

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

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

Under the supervision and with the participation of our management, including our Co-Chief Executive Officers and our Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal controls over financial reporting as of December 31, 2024 based upon criteria set forth in the Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (COSO).

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

Based on the results of our 2024 evaluation, our management concluded that our internal controls over financial reporting were effective as of December 31, 2024.

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

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

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

Trident, ContiCap, and Open Energy Group are included in our 2023 consolidated financial statements and constituted 0.6%, 1.6%, and 0.0% of total assets, 1.4%, 4.6%, and 0.1% of net assets, respectively, as of December 31, 2023, and 1.6%, 0.2%, and 0.0% of revenues, respectively, for the year then ended.

Management has excluded BGC Group’s acquisition of Sage as the acquisition was completed in fiscal year 2024, and did not have a material effect on our financial condition, results of operations or cash flows in 2024.

However, we do anticipate that the acquisition will be included in management’s assessment of internal control over financial reporting and our audit of internal controls over financial reporting for 2025.

Sage is included in our 2024 consolidated financial statements and constituted 0.5% of total assets, 0.6% of net assets, as of December 31, 2024, and 0.7% of revenues for the year then ended.

The effectiveness of our internal controls over financial reporting as of December 31, 2024 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report, which is included in this Annual Report on Form 10‑K.

Such report expresses an unqualified opinion on the effectiveness of the Company’s internal controls over financial reporting as of December 31, 2024.

We reviewed management’s conclusions on internal controls and the report of Ernst & Young LLP with our Audit Committee.

Changes in Internal Control over Financial Reporting

6 unchanged sentences

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

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

The information appearing under “Election of Directors,” “Information about our Executive Officers,” and “ Insider Trading Policy , Code of Ethics and Whistleblower Procedures” in the 2025 Proxy Statement is hereby incorporated by reference in response to this Item 10.

EXECUTIVE COMPENSATION

25 unchanged sentences

and BGC Holdings, L.P.

(incorporated by reference to BGC Partners, Inc .

(incorporated by reference to BGC Partners, Inc.’s.

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

2 unchanged sentences

and BGC Holdings, L.P.

(incorporated by reference to BGC Partners, Inc .

(incorporated by reference to BGC Partners, Inc.’s.

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

2 unchanged sentences

and BGC Holdings, L.P.

(incorporated by reference to BGC Partners, Inc .

(incorporated by reference to BGC Partners, Inc.’s.

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

1 unchanged sentence

and BGC Holdings, L.P.

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

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

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

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

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

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

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

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

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

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

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

1 unchanged sentence

and BGC Partners, Inc.

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

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

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

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

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

2 unchanged sentences

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

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

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

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

3 unchanged sentences

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

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

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

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

3 unchanged sentences

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

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

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

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

4 unchanged sentences

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

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

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

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

1 unchanged sentence

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

4.1 Description of BGC Group, Inc.

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

4.1 Description of BGC Group, Inc.’s Securities Registered under Section 12 of the Securities Exchange Act of 1934, as amended

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

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

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

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

4.4 Form of BGC Partners, Inc.

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

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

2 unchanged sentences

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

Number Exhibit Title

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

5 unchanged sentences

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

Number Exhibit Title

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

2 unchanged sentences

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

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

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

4 unchanged sentences

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

Indenture, dated as of June 10, 2024, between BGC Group, Inc.

and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.1 to BGC Group, Inc.’s Current Report on Form 8-K filed with the SEC on June 10, 2024 )

First Supplemental Indenture, dated as of June 10, 2024, between BGC Group, Inc.

and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.2 to BGC Group, Inc.’s Current Report on Form 8-K filed with the SEC on June 10, 2024)

Form of BGC Group, Inc.

6.600% Senior Notes due 2029 (incorporated by reference to Exhibit 4.2 to BGC Group, Inc’s Current Report on Form 8-K filed with the SEC on June 10, 2024)

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

13 unchanged sentences

and BGC Financial, Inc.

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

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

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

1 unchanged sentence

and BGC Financial, Inc.

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

(incorporated by reference to Exhibit 10.2 to BGC Partners, Inc.

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

1 unchanged sentence

and BGC Financial, Inc.

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

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

Number Exhibit Title

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

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

and BGC Financial, Inc.

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

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

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

Fourth Amendment, dated as of June 7, 2024, to the Clearing Services Agreement, dated May 9, 2006, between Cantor Fitzgerald & Co.

and BGC Financial, Inc.

(incorporated by reference to Exhibit 10.3 to BGC Group, Inc.’s Current Report on Form 8-K filed with the SEC on June 10, 2024)

Number Exhibit Title

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

4 unchanged sentences

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

Assignment, Assumption and Second Amendment, dated as of June 7, 2024, by and between BGC Group, Inc., BGC Partners, Inc., and Cantor Fitzgerald, L.P., to the Clearing Capital Agreement, dated November 5, 2008, between BGC Partners, Inc.

and Cantor Fitzgerald, L.P.

(incorporated by reference to Exhibit 10.4 to BGC Group, Inc.’s Current Report on Form 8-K filed with the SEC on June 10, 2024)

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

33 unchanged sentences

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

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

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

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

4 unchanged sentences

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

Second Amendment, dated as of March 8, 2024, to the Credit Agreement, dated as of March 19, 2018, as amended as of August 6, 2018 and as assumed by BGC Group, Inc.

as of October 6, 2023, by and between BGC Partners, Inc.

and Cantor Fitzgerald, L.P.

(incorporated by reference to Exhibit 10.1 to BGC Group, Inc.’s Current Report on Form 8-K filed with the SEC on March 12, 2024)

Third Amendment, dated as of June 7, 2024, by and between BGC Group, Inc.

and Cantor Fitzgerald, L.P., to the Credit Agreement, by and between BGC Partners, Inc.

and Cantor Fitzgerald, L.P., dated as of March 19, 2018, as amended as of August 16, 2018, assumed by BGC Group, Inc.

as of October 6, 2023, and amended as of March 8, 2024 (incorporated by reference to Exhibit 10.2 BGC Group, Inc.’s Current Report on Form 8-K filed with the SEC on June 10, 2024 )

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

5 unchanged sentences

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

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

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

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

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

1 unchanged sentence

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

Number Exhibit Title

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

1 unchanged sentence

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

Second Amended and Restated Credit Agreement, dated as of April 26, 2024, by and among BGC Group, Inc., as the Borrower, certain subsidiaries of the Borrower, as Guarantors, the several financial institutions from time to time as parties thereto, as Lenders, and Bank of America, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to BGC Group, Inc.’s Current Report on Form 8-K filed with the SEC on April 30, 2024)

Number Exhibit Title

First Amendment to Second Amended and Restated Credit Agreement, dated as of December 6, 2024, by and among BGC Group, Inc., as the Borrower, the several financial institutions from time to time as parties thereto, as Lenders, and Bank of America, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to BGC Group, Inc.’s Current Report on Form 8-K filed with the SEC on December 6, 2024)

A mended and Restated Employment Agreement dated February 18, 202 5, by and between John Abularrage and BGC Financial , L .P.

(incorporate d by reference to Exhibit 10.1 to BGC Group , Inc.

's Current Report on Form 8-K filed with the SEC on February 19, 202 5)

Amended and Restated Bonus Letter, dated February 18, 2025, by and between John Abularrage and BGC Financial, L.P.

(incorporated by reference to Exhibit 10.

2 to BGC Group, Inc.

’ s Current Report on Form 8-K filed with the SEC on February 19, 2025)

Amended and Restated Employment Agreement, dated February 18, 2025, by and between JP Aubin and BGC Brokers L .

(incorporated by reference to Exhibit 10.

3 to BGC Group, Inc.'s Current Report on Form 8-K filed with the SEC on February 19, 2025)

Amended and Restated Consultancy Contract, dated February 18, 2025, by and between JP Aubin and BGC Services (Holdings) LLP (incorporated by reference to Exhibit 10.

4 to BGC Group, Inc.

’ s Current Report on Form 8-K filed with the SEC on February 19, 2025)

Deed of Amendment, dated February 18, 2025, to the Amended and Restated Deed of Adherence, between Sean A.

Windeatt and BGC Services (Holdings) LLP (incorporated by reference to Exhibit 10.

5 to BGC Group, Inc.

’ s Current Report on Form 8-K filed with the SEC on February 19, 2025)

BGC Group, Inc.

Insider Trading Polic y

21.1 List of subsidiaries of BGC Group, Inc.

23.1 Consent of Ernst & Young LLP

31.1 Certification by the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2 Certification by the Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

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

31.1 Certification of Co- P rincipa l Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Co-Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

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

BGC Group, Inc.

Compensation Recovery Policy

Compensation Recovery Policy (incorporated by reference to Exhibit 97.1 to BGC Group, Inc.’s Annual Report on Form 10-K filed with the SEC on February 29, 2024)

101 The following materials from BGC Group, Inc.’s Annual Report on Form 10-K for the period ended December 31, 2024 are formatted in inline eXtensible Business Reporting Language (iXBRL):

4 unchanged sentences

Not Applicable

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

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10‑K for the fiscal year ended December 31, 2024 to be signed on its behalf by the undersigned, thereunto duly authorized, on the 3rd day of March, 2025.

BGC Group, Inc.

/S/ HOWARD W.

Chairman of the Board and Chief Executive Officer

Co-Chief Executive Officer

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

Signature Capacity in Which Signed Date

/S/ HOWARD W.

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

Lutnick (Principal Executive Officer)

HAUF Chief Financial Officer February 29, 2024

Co-Chief Executive Officer

March 3, 2025

( Co-Principal Executive Officer)

Co-Chief Executive Officer

March 3, 2025

( Co-Principal Executive Officer)

Co-Chief Executive Officer

March 3, 2025

( Co-Principal Executive Officer)

HAUF Chief Financial Officer March 3, 2025

Hauf (Principal Financial and Accounting Officer)

BELL Director February 29, 2024

/S/ STEPHEN M.

Chairman of the Board of Directors

March 3, 2025

/S/ BRANDON LUTNICK

Director March 3, 2025

Brandon Lutnick

BELL Director March 3, 2025

/S/ WILLIAM D.

Director February 29, 2024

RICHARDS Director February 29, 2024

Director March 3, 2025

RICHARDS Director March 3, 2025

/S/ ARTHUR U.

MBANEFO Director February 29, 2024

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

MBANEFO Director March 3, 2025

[Signature page to the Annual Report on Form 10‑K for the period ended December 31, 2024 dated March 3, 2025.]

BGC GROUP, INC.

13 unchanged sentences

Total liabilities 1,337,126 1,144,776

Commitments and contingencies (Note 2)

Commitments, contingencies and guarantees (Note 2)

Total stockholders’ equity 898,507 885,083

6 unchanged sentences

Successor Predecessor

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

Year Ended December 31, 2024 Six Months Ended December 31, 2023 Six Months Ended June 30, 2023 Year Ended December 31, 2022

Other revenues $ 1,062 $ 394 $ 797 $ 263

6 unchanged sentences

Provision (benefit) for income taxes ( 67,500 ) ( 42,994 ) ( 8,244 ) ( 6,242 )

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

Net income (loss) available to common stockholders

$ 126,988 $ 36,991 $ ( 726 ) $ 48,712

Per share data:

Basic earnings (loss) per share

Net income attributable to common stockholders

Net income (loss) attributable to common stockholders

$ 121,215 $ 34,796 $ ( 726 ) $ 48,712

11 unchanged sentences

Successor Predecessor

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

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

Year Ended December 31, 2024 Six Months Ended December 31, 2023

Six Months Ended June 30, 2023

Year Ended December 31, 2022

Net income (loss) available to common stockholders

$ 126,988 $ 36,991 $ ( 726 ) $ 48,712

Other comprehensive (loss) income, net of tax:

Foreign currency translation adjustments ( 21,267 ) 2,546 4,303 ( 4,883 )

Benefit plans — — — 235

Total other comprehensive (loss) income, net of tax ( 21,267 ) 2,546 4,303 ( 4,883 )

6 unchanged sentences

Successor Predecessor

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

Year Ended December 31, 2024 Six Months Ended December 31, 2023

Six Months Ended June 30, 2023

Year Ended December 31, 2022

CASH FLOWS FROM OPERATING ACTIVITIES:

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

Adjustments to reconcile net income to net cash used in operating activities:

Net income (loss) available to common stockholders

$ 126,988 $ 36,991 $ ( 726 ) $ 48,712

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

Amortization of deferred financing costs 1,166 774 1,461 2,801

5 unchanged sentences

Notes receivable from related party ( 196,192 ) ( 1,124,589 ) ( 348,040 ) ( 2,801 )

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

Other assets ( 48,445 ) ( 87,613 ) 3,836 ( 1,052 )

1 unchanged sentence

Accounts payable, accrued and other liabilities ( 6,517 ) 20,191 3,568 ( 5,750 )

Net cash used in operating activities ( 1,047,577 ) ( 339,474 ) 29,441 565,861

Net cash provided by (used in) operating activities

66,948 ( 1,047,577 ) ( 339,474 ) 29,441

CASH FLOWS FROM INVESTING ACTIVITIES:

Net cash used in investing activities — — — —

Loan to related parties ( 180,000 ) — — —

Repayment of loan to related parties 180,000 — — —

Net cash provided by (used in) investing activities

CASH FLOWS FROM FINANCING ACTIVITIES:

3 unchanged sentences

Redemption of equity awards — ( 155 ) ( 1,043 ) —

( 155 ) ( 1,043 ) — —

Repayments of senior notes ( 255,526 ) — — —

Unsecured revolving credit agreement borrows 239,033 — — 300,000

Unsecured revolving credit agreement borrowings

470,564 239,033 — —

Unsecured revolving credit agreement repayments ( 515,000 ) — — —

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

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

Distributions from subsidiaries 33,800 — 47,861 89,234

Proceeds from dividend reinvestment plan 277 85 84 90

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

Net increase (decrease) in cash and cash equivalents

Net cash provided by (used in) financing activities

( 66,907 ) 1,047,606 339,442 ( 29,423 )

Net increase (decrease) in cash and cash equivalents 41 29 ( 32 ) 18

Cash and cash equivalents at beginning of period 29 — 49 31

5 unchanged sentences

Issuance of Class A common stock upon exchange of limited partnership interests $ — $ — $ 45,868 $ 34,889

$ — $ 45,868 $ 34,889 $ 157,547

Issuance of Class A and contingent Class A common stock and limited partnership interests for acquisitions 8,519 4,514 2,761 2,710

4,514 2,761 2,710 1,160

See accompanying Notes to Financial Statements.

4 unchanged sentences

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

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

As a result of the Corporate Conversion, BGC Group, Inc.(Successor) became the public holding company for, and successor to, BGC Partners, Inc.

(Predecessor), and its Class A common stock began trading on Nasdaq, in place of BGC Partners’ Class A common stock, under the ticker symbol “BGC.” The accompanying Parent Company Only Financial Statements of BGC Group, Inc.

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

6 unchanged sentences

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

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

As of December 31, 2023, BGC Partners had no borrowings related to this secured loan arrangement.

The book value of the fixed assets pledged as of December 31, 2023 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.

BGC Partners recorded interest expense related to this secured loan arrangement of nil , nil and $ 0.1 million for the years ended December 31, 2024, 2023 and 2022, respectively.

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

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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.

As of December 31, 2023, BGC Partners had no borrowings related to this secured loan arrangement.

The book value of the fixed assets pledged as of December 31, 2023 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 recorded interest expense related to this secured loan arrangement of nil , nil and $ 0.1 million for the years ended December 31, 2024, 2023 and 2022, respectively.

Notes Payable and Other Borrowings

Exchange Offer and Market-Making Registration Statement

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;

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

Issuance costs related to the Exchange Offer of $ 0.9 million are amortized as interest expense and the

carrying value of the BGC Group 3.750 % Senior Notes, the BGC Group 4.375 % Senior Notes, and the BGC Group 8.000 % Senior Notes will accrete up to the face amount over the term of the notes.

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

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

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

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 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

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

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

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

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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 interest expense of $ 12.2 million and $ 4.4 million 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.

5.375 % Senior Notes

5 unchanged sentences

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.

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

4.375 % Senior Notes

13 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 $ 10.5 million and $ 13.8 million for the years ended December 31, 2023 and 2022, respectively.

8.000 % Senior Notes

4 unchanged sentences

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.

7 unchanged sentences

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.

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.

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.

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

See “Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources” included in Part I, Item 7 of this Annual Report on Form 10-K for additional information related to these transactions.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures