BGC Group, Inc. 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA BGC Group, Inc. and Subsidiaries Consolidated Financial Statements for the years ended December 31, 2024, 2023 and 2022 Reports of Independent Registered Public Accounting Firm (PCAOB ID 42 ) 125 Consolidated Financial Statements— Consolidated Statements of Financial Condition 128 Consolidated Statements of Operations 129 Consolidated Statements of Comprehensive Income (Loss) 130 Consolidated Statements of Cash Flows 131 Consolidated Statements of Changes in Equity 133 Notes to Consolidated Financial Statements 136 124 Table of Contents Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of BGC Group, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated statements of financial condition of BGC Group, Inc. (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) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with U.S. 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, 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 These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. 125 Table of Contents Accounting for Income Taxes Description of the Matter As discussed in Notes 3 and 20 to the consolidated financial statements, the Company is subject to income taxes in the U.S. and numerous foreign jurisdictions, which affect the Company’s provision for income taxes. The provision for income taxes is an estimate based on management’s understanding of current enacted tax laws and tax rates of each tax jurisdiction. For the year-ended December 31, 2024, the Company recognized a consolidated provision for income taxes of $49.9 million. Auditing management’s calculation of the provision for income taxes was complex because the Company’s global structure required an assessment of the Company’s application of tax laws in multiple jurisdictions including the income tax impact of the legal entity ownership structure. The assessment of tax positions involves the evaluation and application of complex statutes and regulations which are subject to legal and factual interpretation. Our audit procedures required significant audit effort including the use of our tax professionals to assist in evaluating the provision for income taxes. How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of the Company’s controls related to the Company’s global tax structure. For example, we tested management’s controls over the completeness and accuracy of the data utilized, the effective tax rate reconciliation and the evaluation of permanent and temporary differences within various jurisdictions. To test the Company’s provision for income taxes and to address the risks associated with the complexity of the Company’s global tax structure, we performed audit procedures that included, among others, evaluating the income tax impact of the Company’s structure and operations and considered the impact of any changes in the current year. We used our tax professionals with specialized skill and knowledge to assist in evaluating the provision for income taxes including the application of relevant local and foreign tax laws to management’s calculation methodologies and tax positions. Additionally, we tested the related effective tax rate reconciliation, evaluated the tax impact of permanent and temporary differences, and tested the application of authoritative guidance. /s/ Ernst & Young LLP We have served as the Company’s auditor since 2008. New York, New York March 3, 2025 126 Table of Contents Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of BGC Group, Inc. Opinion on Internal Control Over Financial Reporting We have audited BGC Group, Inc.’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) (the COSO criteria). In our opinion, BGC Group, Inc. (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 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 The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Ernst & Young LLP New York, New York March 3, 2025 127 Table of Contents BGC GROUP, INC. CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (in thousands, except per share data and numbers of shares) December 31, 2024 December 31, 2023 Assets Cash and cash equivalents $ 711,584 $ 655,641 Cash segregated under regulatory requirements 21,689 17,255 Financial instruments owned, at fair value 186,197 45,792 Receivables from broker-dealers, clearing organizations, customers and related broker-dealers 365,490 350,036 Accrued commissions and other receivables, net 324,213 305,793 Loans, forgivable loans and other receivables from employees and partners, net 360,060 367,805 Fixed assets, net 190,012 178,300 Investments 39,267 38,314 Goodwill 540,290 506,344 Other intangible assets, net 240,910 211,285 Receivables from related parties 7,323 2,717 Other assets 604,932 496,655 Total assets $ 3,591,967 $ 3,175,937 Liabilities, Redeemable Partnership Interest, and Equity Accrued compensation 227,869 206,364 Payables to broker-dealers, clearing organizations, customers and related broker-dealers 225,377 202,266 Payables to related parties 28,960 17,456 Accounts payable, accrued and other liabilities 692,982 668,189 Notes payable and other borrowings 1,337,540 1,183,506 Total liabilities 2,512,728 2,277,781 Commitments, contingencies and guarantees (Note 19) Equity Stockholders’ equity: Class A common stock, par value $ 0.01 per share; 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; and 374,296,914 and 390,094,988 shares outstanding at December 31, 2024 and December 31, 2023, respectively 4,244 4,036 Class B common stock, par value $ 0.01 per share; 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 1,095 1,095 Additional paid-in capital 2,311,104 2,105,130 Treasury stock, at cost: 50,064,152 and 13,479,847 shares of Class A common stock at December 31, 2024 and December 31, 2023, respectively ( 331,728 ) ( 67,414 ) Retained deficit ( 1,026,359 ) ( 1,119,182 ) Accumulated other comprehensive income (loss) ( 59,849 ) ( 38,582 ) Total stockholders’ equity 898,507 885,083 Noncontrolling interest in subsidiaries 180,732 13,073 Total equity 1,079,239 898,156 Total liabilities, redeemable partnership interest, and equity $ 3,591,967 $ 3,175,937 The accompanying Notes to the Consolidated Financial Statements are an integral part of these financial statements. 128 Table of Contents BGC GROUP, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share data) Year Ended December 31, 2024 2023 2022 Revenues: Commissions $ 1,648,817 $ 1,464,524 $ 1,281,294 Principal transactions 389,429 368,100 365,507 Fees from related parties 20,728 15,968 14,734 Data, network and post-trade 126,963 111,470 96,389 Interest and dividend income 56,223 45,422 21,007 Other revenues 20,658 19,917 16,371 Total revenues 2,262,818 2,025,401 1,795,302 Expenses: 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 Occupancy and equipment 169,238 162,743 157,491 Fees to related parties 32,529 32,649 25,662 Professional and consulting fees 64,949 60,398 68,775 Communications 120,624 114,143 108,096 Selling and promotion 70,466 61,884 49,215 Commissions and floor brokerage 70,798 61,523 58,277 Interest expense 91,075 77,231 57,932 Other expenses 69,694 74,278 87,431 Total expenses 2,182,263 1,992,830 1,717,115 Other income (losses), net: Gains (losses) on divestitures and sale of investments 38,769 — ( 1,029 ) Gains (losses) on equity method investments 8,430 9,152 10,920 Other income (loss) 45,389 15,986 9,373 Total other income (losses), net 92,588 25,138 19,264 Income (loss) from operations before income taxes 173,143 57,709 97,451 Provision (benefit) for income taxes 49,915 18,934 38,584 Consolidated net income (loss) $ 123,228 $ 38,775 $ 58,867 Less: Net income (loss) attributable to noncontrolling interest in subsidiaries ( 3,760 ) 2,510 10,155 Net income (loss) available to common stockholders $ 126,988 $ 36,265 $ 48,712 Per share data (Note 6): Basic earnings (loss) per share Net income (loss) attributable to common stockholders $ 121,215 $ 34,070 $ 48,712 Basic earnings (loss) per share $ 0.26 $ 0.08 $ 0.13 Basic weighted-average shares of common stock outstanding 473,390 426,436 371,561 Fully diluted earnings (loss) per share Net income (loss) for fully diluted shares $ 121,268 $ 33,943 $ 63,479 Fully diluted earnings (loss) per share $ 0.25 $ 0.07 $ 0.13 Fully diluted weighted-average shares of common stock outstanding 479,142 489,989 499,414 The accompanying Notes to the Consolidated Financial Statements are an integral part of these financial statements. 129 Table of Contents BGC GROUP, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (in thousands) Year Ended December 31, 2024 2023 2022 Consolidated net income (loss) $ 123,228 $ 38,775 $ 58,867 Other comprehensive income (loss), net of tax: Foreign currency translation adjustments ( 21,515 ) 7,607 ( 5,668 ) Total other comprehensive income (loss), net of tax ( 21,515 ) 7,607 ( 5,668 ) Comprehensive income (loss) 101,713 46,382 53,199 Less: Comprehensive income (loss) attributable to noncontrolling interest in subsidiaries, net of tax ( 4,008 ) 3,268 9,370 Comprehensive income (loss) attributable to common stockholders $ 105,721 $ 43,114 $ 43,829 The accompanying Notes to the Consolidated Financial Statements are an integral part of these financial statements. 130 Table of Contents BGC GROUP, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Year Ended December 31, 2024 2023 2022 CASH FLOWS FROM OPERATING ACTIVITIES: Consolidated net income (loss) $ 123,228 $ 38,775 $ 58,867 Adjustments to reconcile consolidated net income (loss) to net cash provided by (used in) operating activities: Fixed asset depreciation and intangible asset amortization 81,434 80,417 75,054 Employee loan amortization and reserves on employee loans 59,413 51,313 49,533 Equity-based compensation and allocations of net income to limited partnership units and FPUs 369,143 355,378 251,071 Deferred compensation expense 51 54 ( 542 ) Losses (gains) on equity method investments ( 8,430 ) ( 9,152 ) ( 10,920 ) Unrealized/realized losses (gains) on financial instruments owned, at fair value and other investments ( 38,577 ) ( 4,406 ) 1,208 Amortization of discount (premium) on notes payable 1,286 3,662 2,801 Impairment of fixed assets, intangible assets and investments 746 3,144 6,139 Deferred tax provision (benefit) ( 69,754 ) ( 60,556 ) ( 14,628 ) Change in estimated acquisition earn-out payables 1,146 1,442 1,034 Forfeitures of Class A common stock ( 1,065 ) ( 1,190 ) ( 263 ) Loss (gain) on divestiture ( 39,019 ) — 1,029 Other 10,663 — ( 1,914 ) Consolidated net income (loss), adjusted for non-cash and non-operating items 490,265 458,881 418,469 Decrease (increase) in operating assets: Financial instruments owned, at fair value ( 143,433 ) ( 5,475 ) 2,383 Receivables from broker-dealers, clearing organizations, customers and related broker-dealers ( 21,584 ) 212,490 222,567 Accrued commissions receivable, net ( 20,803 ) ( 5,750 ) 6,287 Loans, forgivable loans and other receivables from employees and partners, net ( 20,057 ) ( 77,464 ) ( 61,205 ) Receivables from related parties ( 3,890 ) ( 1,380 ) 3,621 Other assets ( 10,674 ) 19,803 ( 8,469 ) Increase (decrease) in operating liabilities: Accrued compensation 19,603 18,450 ( 25,178 ) Payables to broker-dealers, clearing organizations, customers and related broker-dealers 23,319 ( 203,902 ) ( 252,490 ) Payables to related parties 11,504 24,145 ( 43,782 ) Accounts payable, accrued and other liabilities ( 8,900 ) ( 34,595 ) ( 37,841 ) Net cash provided by (used in) operating activities $ 315,350 $ 405,203 $ 224,362 CASH FLOWS FROM INVESTING ACTIVITIES: Proceeds from disposal of subsidiary 45,741 — 512 Purchases of fixed assets ( 29,624 ) ( 14,924 ) ( 10,591 ) Capitalization of software development costs ( 42,431 ) ( 44,974 ) ( 48,169 ) Purchase of equity method investments ( 1,750 ) — ( 588 ) Proceeds from equity method investments 9,026 9,421 6,118 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 ) Net cash provided by (used in) investing activities $ ( 96,994 ) $ ( 90,707 ) $ ( 53,330 ) 131 Table of Contents BGC GROUP, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS—(Continued) (in thousands) Year Ended December 31, 2024 2023 2022 CASH FLOWS FROM FINANCING ACTIVITIES: 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 ) Redemption and repurchase of equity awards ( 138,894 ) ( 117,867 ) ( 76,219 ) Dividends to stockholders ( 34,165 ) ( 17,381 ) ( 14,859 ) Repurchase of Class A common stock ( 262,211 ) ( 114,580 ) ( 103,888 ) Proceeds from sale of Cantor units in BGC Holdings — 11,539 1,487 Short term borrowings, net of repayments — ( 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 ) Effect of exchange rate changes on Cash and cash equivalents, and Cash segregated under regulatory requirements ( 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 ) Less: 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 60,377 170,886 ( 64,789 ) Cash and cash equivalents, and Cash segregated under regulatory requirements at beginning of period 672,896 502,010 566,799 Cash and cash equivalents, and Cash segregated under regulatory requirements at end of period $ 733,273 $ 672,896 $ 502,010 Supplemental cash information: Cash paid during the period for taxes $ 103,524 $ 70,718 $ 35,782 Cash paid during the period for interest 88,392 80,664 53,655 Supplemental non-cash information: Issuance of Class A common stock upon exchange of limited partnership interests $ — $ 45,868 $ 34,889 Issuance of Class A and contingent Class A common stock and limited partnership interests for acquisitions 8,520 7,275 2,710 ROU assets and liabilities 20,109 27,201 44,123 The accompanying Notes to the Consolidated Financial Statements are an integral part of these financial statements. 132 Table of Contents BGC GROUP, INC. CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY For the Year Ended December 31, 2022 (in thousands, except share amounts) BGC Group, Inc. Stockholders Class A Common Stock Class B Common Stock Additional Paid-in Capital Treasury Stock Retained Deficit Accumulated Other Comprehensive Income (Loss) Noncontrolling Interest in Subsidiaries Total Balance, January 1, 2022 $ 4,359 $ 459 $ 2,451,135 $ ( 623,734 ) $ ( 1,171,919 ) $ ( 40,548 ) $ 43,563 $ 663,315 Consolidated net income (loss) — — — — 48,712 — 10,155 58,867 Other comprehensive gain, net of tax — — — — — ( 4,883 ) ( 785 ) ( 5,668 ) Equity-based compensation, 3,284,120 shares 33 — 10,599 — — — 3,314 13,946 Dividends to common stockholders — — — — ( 14,859 ) — — ( 14,859 ) Earnings distributions to limited partnership interests and other noncontrolling interests — — — — — — ( 7,598 ) ( 7,598 ) Grant of exchangeability and redemption of limited partnership interests, issuance of 30,998,136 shares 310 — 92,245 — — — 30,286 122,841 Issuance of Class A common stock (net of costs), 500,697 shares 5 — 3,780 — — — 17 3,802 Redemption of FPUs, 113,203 units — — — — — — ( 249 ) ( 249 ) Repurchase of Class A common stock, 27,086,884 shares — — — ( 87,507 ) — — ( 16,381 ) ( 103,888 ) Forfeiture of Class A common stock, 66,693 shares — — ( 8 ) ( 213 ) — — ( 41 ) ( 262 ) Contributions of capital to and from Cantor for equity-based compensation — — ( 1,946 ) — — — ( 624 ) ( 2,570 ) Grant of exchangeability, redemption of limited partnership interests and issuance of Class A common stock and RSUs for acquisitions, 1,205,767 shares 12 — 2,279 — — — 419 2,710 Cantor purchase of Cantor units from BGC Holdings upon redemption of FPUs, 833,515 units — — — — — — 1,487 1,487 Other — — 1,334 — — — — 1,334 Balance, December 31, 2022 $ 4,719 $ 459 $ 2,559,418 $ ( 711,454 ) $ ( 1,138,066 ) $ ( 45,431 ) $ 63,563 $ 733,208 The accompanying Notes to the Consolidated Financial Statements are an integral part of these financial statements. 133 Table of Contents BGC GROUP, INC. CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY For the Year Ended December 31, 2023 (in thousands, except share amounts) BGC Group, Inc. Stockholders Class A Common Stock Class B Common Stock Additional Paid-in Capital Treasury Stock Retained Deficit Accumulated Other Comprehensive Income (Loss) Noncontrolling Interest in Subsidiaries Total 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 Other comprehensive income (loss), net of tax — — — — — 6,849 758 7,607 Equity-based compensation, 14,758,605 shares 139 — 124,825 8 — — 1,766 126,738 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 ) 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), 518,191 shares 5 — 195 — — — 14 214 Redemption of FPUs, 184,990 units — — ( 155 ) — — — ( 547 ) ( 702 ) Repurchase of Class A common stock, 23,250,551 shares — — — ( 107,889 ) — — ( 6,691 ) ( 114,580 ) Forfeiture of Class A common stock, 1,428,363 shares — — 331 ( 1,410 ) — — ( 111 ) ( 1,190 ) Contributions of capital to and from Cantor for equity-based compensation — — 2,666 — — — 116 2,782 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 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 ( 1,563 ) — ( 751,768 ) 753,331 — — — — Other — — 5,110 — — — — 5,110 Balance, December 31, 2023 $ 4,036 $ 1,095 $ 2,105,130 $ ( 67,414 ) $ ( 1,119,182 ) $ ( 38,582 ) $ 13,073 $ 898,156 The accompanying Notes to the Consolidated Financial Statements are an integral part of these financial statements. 134 Table of Contents BGC GROUP, INC. CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY For the Year Ended December 31, 2024 (in thousands, except share amounts) BGC Group, Inc. Stockholders Class A Common Stock Class B Common Stock Additional Paid-in Capital Treasury Stock Retained Deficit Accumulated Other Comprehensive Income (Loss) Noncontrolling Interest in Subsidiaries Total Balance, January 1, 2024 $ 4,036 $ 1,095 $ 2,105,130 $ ( 67,414 ) $ ( 1,119,182 ) $ ( 38,582 ) $ 13,073 $ 898,156 Consolidated net income (loss) — — — — 126,988 — ( 3,760 ) 123,228 Other comprehensive income (loss), net of tax — — — — — ( 21,267 ) ( 248 ) ( 21,515 ) Equity-based compensation, 15,838,276 shares 194 — 170,731 ( 36 ) — — — 170,889 Dividends to common stockholders and participating RSU holders — — — — ( 34,165 ) — — ( 34,165 ) Issuance of Class A common stock (net of costs), 314,591 shares 3 — ( 1,242 ) — — — — ( 1,239 ) Repurchase of Class A common stock, 31,573,031 shares — — — ( 262,211 ) — — — ( 262,211 ) Forfeiture of Class A common stock, 1,439,575 shares — — 1,001 ( 2,067 ) — — — ( 1,066 ) Contributions of capital to and from Cantor for equity-based compensation — — 51,462 — — — — 51,462 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 For the Year Ended December 31, 2024 2023 2022 Dividends declared per share of common stock $ 0.07 $ 0.04 $ 0.04 Dividends declared and paid per share of common stock $ 0.07 $ 0.04 $ 0.04 The accompanying Notes to the Consolidated Financial Statements are an integral part of these financial statements. 135 Table of Contents BGC GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Page Note 1 Organization and Basis of Presentation 137 Note 2 Limited Partnership Interests in BGC Holdings and Newmark Holdings 141 Note 3 Summary of Significant Accounting Policies 144 Note 4 Acquisitions 152 Note 5 Divestitures 153 Note 6 Earnings Per Share 153 Note 7 Stock Transactions and Unit Redemptions 155 Note 8 Financial Instruments Owned, at Fair Value 158 Note 9 Collateralized Transactions 158 Note 10 Receivables from and Payables to Broker-Dealers, Clearing Organizations, Customers and Related Broker-Dealers 158 Note 11 Derivatives 159 Note 12 Fair Value of Financial Assets and Liabilities 160 Note 13 Related Party Transactions 163 Note 14 Investments 173 Note 15 Fixed Assets, Net 175 Note 16 Goodwill and Other Intangible Assets, Net 175 Note 17 Notes Payable and Other Borrowings 177 Note 18 Compensation 182 Note 19 Commitments, Contingencies and Guarantees 187 Note 20 Income Taxes 190 Note 21 Regulatory Requirements 193 Note 22 Segment, Geographic and Product Information 194 Note 23 Revenues from Contracts with Customers 196 Note 24 Leases 197 Note 25 Current Expected Credit Losses (CECL) 199 Note 26 Supplemental Balance Sheet Information 200 Note 27 Subsequent Events 200 136 Table of Contents 1. Organization and Basis of Presentation Business Overview 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 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. 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, Wellington and Zurich. Corporate Conversion Effective as of 12:01 a.m., Eastern Time, on July 1, 2023, BGC Holdings reorganized from a Delaware limited partnership into a Delaware limited liability company through a merger with and into Holdings Merger Sub, with Holdings Merger Sub continuing as a direct subsidiary of BGC Partners. Effective as of 12:02 a.m., Eastern Time, on July 1, 2023, Merger Sub 1 merged with and into BGC Partners, with BGC Partners continuing as a direct subsidiary of BGC Group. At the same time, Merger Sub 2 merged with and into Holdings Merger Sub, with Holdings Merger Sub continuing as a subsidiary of BGC Group. As a result of the Corporate Conversion Mergers, BGC Partners and BGC Holdings became wholly owned subsidiaries of BGC Group. In the Holdings Reorganization Merger, each unit of BGC Holdings outstanding as of immediately prior to the Holdings Reorganization Merger was converted into a substantially equivalent equity interest in Holdings Merger Sub. In the Corporate Merger, each share of Class A common stock, par value $ 0.01 per share, of BGC Partners and each share of Class B common stock, par value $ 0.01 per share, of BGC Partners outstanding was converted into one share of Class A common stock, par value $ 0.01 per share, of BGC Group and one share of Class B common stock, par value $ 0.01 per share, of BGC Group, respectively. In connection with, but prior to, the Corporate Conversion, the Company completed various transactions which included: • the redemption of certain non-exchangeable limited partnership units in connection with the issuance of shares of BGC Partners Class A common stock and the accompanying tax payments, which led to an equity-based compensation charge of $ 60.9 million; • the exchange of the remaining 1.5 million exchangeable limited partnership units of BGC Holdings held by employees on June 30, 2023, for 1.0 million shares, after tax withholding, of BGC Partners Class A common stock; • the redemption of certain non-exchangeable limited partnership units of BGC Holdings held by employees and issuance of 16.9 million BGC Partners RSUs on a one -for-one basis on June 30, 2023; • the redemption of certain non-exchangeable Preferred Units of BGC Holdings held by employees and issuance of $ 49.2 million of BGC Partners RSU Tax Accounts on June 30, 2023, based on the fixed cash value of the Preferred Units redeemed; • the redemption of the remaining 5.6 million non-exchangeable FPUs and issuances of BGC Partners RSUs on a one -for-one basis on June 30, 2023, which in turn reduced the “Redeemable Partnership Interest” to zero with an offsetting impact to “Total equity” in the Company’s Consolidated Statements of Financial Condition as of June 30, 2023; and • the purchase on June 30, 2023 by Cantor from BGC Holdings of an aggregate of 5,425,209 Cantor units for an aggregate consideration of $ 9,715,772 as a result of the redemption of 5,425,209 FPUs, and 324,223 Cantor units for an aggregate consideration of $ 598,712 as a result of the exchange of 324,223 FPUs. 137 Table of Contents As a result of the Corporate Conversion: • 64.0 million Cantor units, including 5.7 million purchased on June 30, 2023, were converted into shares of BGC Group Class B common stock, subject to the terms and conditions of the Corporate Conversion Agreement, provided that a portion of the 64.0 million shares of BGC Group Class B common stock issued to Cantor will exchange into BGC Group Class A common stock in the event that BGC Group does not issue at least $ 75,000,000 in shares of BGC Group Class A or B common stock in connection with certain acquisition transactions prior to July 1, 2030, the seventh anniversary of the Corporate Conversion; • BGC Group assumed all BGC Partners RSUs, RSU Tax Accounts or restricted stock awards outstanding as of June 30, 2023; and • non-exchangeable limited partnership units of BGC Holdings were converted into equity awards denominated in cash, restricted stock and/or RSUs of BGC Group, each as further set forth in the Corporate Conversion Agreement. BGC Group granted 38.6 million restricted stock awards, 25.3 million RSUs, and $ 74.0 million of RSU Tax Accounts upon the conversion of the non-exchangeable shares of Holdings Merger Sub. There were no limited partnership units of BGC Holdings remaining after the Corporate Conversion was completed. In connection with the Corporate Conversion on July 1, 2023, BGC Group assumed and adopted: the Eighth Amended and Restated BGC Partners, Inc. Long-Term Incentive Plan, as amended and restated as the BGC Group, Inc. Long Term Incentive Plan; the BGC Partners Second Amended and Restated BGC Partners Incentive Bonus Compensation Plan, as amended and restated, and renamed the BGC Group, Inc. Incentive Bonus Compensation Plan; and the BGC Partners, Inc. Deferral Plan for Employees of BGC Partners, Inc., Cantor Fitzgerald, L.P. and Their Affiliates, as amended and restated as the BGC Group, Inc. Deferral Plan for Employees of BGC Group, Inc., Cantor Fitzgerald, L.P. and Their Affiliates. The BGC Group Equity Plan provides for a maximum of 600 million shares of BGC Class A common stock that may be delivered or cash settled pursuant to the exercise or settlement of awards granted under the plan. In connection with the Corporate Conversion on July 1, 2023, the BGC Holdings Limited Partnership Agreement was terminated, and the BGC Holdings, L.P. Participation Plan was terminated. In connection with the Corporate Conversion on July 1, 2023, BGC Group amended and restated its certificate of incorporation to reflect an increase in the authorized shares of BGC Group Class A common stock to 1,500,000,000 ; 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 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. Basis of Presentation The Company’s Consolidated Financial Statements and Notes to the Consolidated Financial Statements have been prepared pursuant to the rules and regulations of the SEC and in conformity with U.S. GAAP. The Company’s Consolidated Financial Statements include the Company’s accounts and all subsidiaries in which the Company has a controlling interest. Intercompany balances and transactions have been eliminated in consolidation. Certain reclassifications have been made to previously reported amounts to conform to the current presentation. 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 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. In addition, “Losses (gains) on marketable securities and other investments” was renamed as “Unrealized/realized losses (gains) on financial instruments owned, at fair value and other investments” on the unaudited Condensed Consolidated Statements of Cash Flows. During the second quarter of 2023, the Company renamed “Data, software and post-trade” as “Data, network and post-trade” on the unaudited Condensed Consolidated Statements of Operations. 138 Table of Contents 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 October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers . The standard improves the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and inconsistency related to the recognition of an acquired contract liability, as well as payment terms and their effect on subsequent revenue recognized by the acquirer. The ASU requires companies to apply guidance in ASC 606, Revenue from Contracts with Customers , to recognize and measure contract assets and contract liabilities from contracts with customers acquired in a business combination, and, thus, creates an exception to the general recognition and measurement principle in ASC 805, Business Combinations . BGC adopted the standard on the required effective date beginning January 1, 2023 using a prospective transition method for business combinations occurring on or after the effective date. The adoption of this guidance did not have a material impact on the Company’s Consolidated Financial Statements. In March 2022, the FASB issued ASU No. 2022-02, Financial Instruments—Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures . The guidance is intended to improve the decision usefulness of information provided to investors about certain loan refinancings, restructurings, and write-offs. The standard eliminates the recognition and measurement guidance on TDRs for creditors that have adopted ASC 326, Financial Instruments—Credit Losses and requires them to make enhanced disclosures about loan modifications for borrowers experiencing financial difficulty. The new guidance also requires public business entities to present current-period gross write-offs (on a current year-to-date basis for interim-period disclosures) by year of origination in their vintage disclosures. BGC adopted the standard on the required effective date beginning January 1, 2023. The guidance for recognition and measurement of TDRs was applied using a prospective transition method, and the amendments related to disclosures will be applied prospectively. The adoption of this guidance did not have a material impact on the Company’s Consolidated Financial Statements. In September 2022, the FASB issued ASU No. 2022-04, Liabilities—Supplier Finance Programs (Subtopic 405-50): Debt Restructurings Disclosure of Supplier Finance Program Obligations . The guidance requires entities to disclose the key terms of supplier finance programs they use in connection with the purchase of goods and services along with information about their obligations under these programs, including a rollforward of those obligations. 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 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 did not have a material impact on the Company’s Consolidated Financial statements. In December 2022, the FASB issued ASU No. 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848. ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting provided optional guidance to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. The ASU was effective upon issuance and generally could be applied through December 31, 2022. 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. 139 Table of Contents In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The guidance was issued in response to requests from investors for companies to disclose more information about their financial performance at the segment level. 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 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 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. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The standard improves the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the rate reconciliation and income taxes paid disaggregated by jurisdiction. The ASU also includes certain other amendments to improve the effectiveness of income tax disclosures. The new guidance will become effective for the Company’s financial statements issued for annual reporting periods beginning on January 1, 2025, will require prospective presentation with an option for entities to apply it retrospectively for each period presented, and early adoption is permitted. 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. 140 Table of Contents 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. 2. Limited Partnership Interests in BGC Holdings and Newmark Holdings Prior to the Corporate Conversion, BGC Partners was a holding company with no direct operations which conducted substantially all of its operations through its operating subsidiaries. Virtually all of BGC Partners’ consolidated assets and net income were those of consolidated variable interest entities. BGC Holdings was a consolidated subsidiary of BGC Partners for which BGC Partners was the general partner. BGC Partners and BGC Holdings jointly owned BGC U.S. OpCo and BGC Global OpCo, the two operating partnerships of the Company. In addition, Newmark Holdings is a consolidated subsidiary of Newmark for which Newmark is the general partner. Newmark and Newmark Holdings jointly own Newmark OpCo, the operating partnership. Listed below are the limited partnership interests in BGC Holdings, prior to the Corporate Conversion, and Newmark Holdings. The FPUs, LPUs and limited partnership interests held by Cantor, each as described below, collectively represent all of the limited partnership interests in BGC Holdings, prior to the Corporate Conversion, and Newmark Holdings. The Corporate Conversion had no impact on Newmark and its organizational structure, nor any limited partnership interests, described below, held by BGC employees in Newmark Holdings. As a result of the Separation, limited partnership interests in Newmark Holdings were distributed to the holders of limited partnership interests in BGC Holdings, whereby each holder of BGC Holdings limited partnership interests at that time who held a BGC Holdings limited partnership interest received a corresponding Newmark Holdings limited partnership interest, determined by the Contribution Ratio, which was equal to a BGC Holdings limited partnership interest multiplied by one divided by 2.2 , divided by the Exchange Ratio. Initially, the Exchange Ratio equaled one , so that each Newmark Holdings limited partnership interest was exchangeable for one share of Newmark Class A common stock. For reinvestment, acquisition or other purposes, Newmark may determine on a quarterly basis to distribute to its stockholders a smaller percentage than Newmark Holdings distributes to its equity holders (excluding tax distributions from Newmark Holdings) of cash that it received from Newmark OpCo. In such circumstances, the Separation and Distribution Agreement provides that the Exchange Ratio will be reduced to reflect the amount of additional cash retained by Newmark as a result of the distribution of such smaller percentage, after the payment of taxes. The Exchange Ratio as of December 31, 2024 equaled 0.9279 . 141 Table of Contents Founding/Working Partner Units Founding/Working Partners had FPUs in BGC Holdings and have FPUs in Newmark Holdings. As of June 30, 2023, in connection with the Corporate Conversion, all FPUs in BGC Holdings were redeemed or exchanged. The Corporate Conversion had no impact on FPUs held by partners of Newmark Holdings. Prior to the Corporate Conversion, BGC Partners accounted for FPUs outside of permanent capital, as “Redeemable partnership interest,” in the Company’s Consolidated Statements of Financial Condition. This classification was applicable to Founding/Working Partner units because these units were redeemable upon termination of a partner, including a termination of employment, which could be at the option of the partner and not within the control of the issuer. The BGC RSUs issued for the redemption of non-exchangeable FPUs in BGC Holdings, in connection with the Corporate Conversion, are now accounted for as a part of permanent capital. FPUs were held by limited partners who were employees and generally received quarterly allocations of net income. Upon termination of employment or otherwise ceasing to provide substantive services, the FPUs were generally redeemed, and the unit holders were no longer entitled to participate in the quarterly allocations of net income. Since these allocations of net income were cash distributed on a quarterly basis and were contingent upon services being provided by the unit holder, they were reflected as a component of compensation expense under “Equity-based compensation and allocations of net income to limited partnership units and FPUs” in the Company’s Consolidated Statements of Operations. Limited Partnership Units Certain BGC employees held LPUs in BGC Holdings and hold LPUs in Newmark Holdings (e.g., REUs, RPUs, PSUs, and PSIs). Prior to the Separation, certain employees of both BGC and Newmark received LPUs in BGC Holdings. As a result of the Separation, these employees were distributed LPUs in Newmark Holdings equal to a BGC Holdings LPU multiplied by the Contribution Ratio. Subsequent to the Separation, BGC employees were only granted LPUs in BGC Holdings, and Newmark employees are only granted LPUs in Newmark Holdings. In connection with, or as a result of, the Corporate Conversion, certain LPUs in BGC Holdings were redeemed/converted into BGC restricted stock awards or RSUs, and upon completion of the Corporate Conversion, there were no LPUs of BGC Holdings remaining. The Corporate Conversion had no impact on the LPUs in Newmark Holdings held by BGC employees. Generally, LPUs received quarterly allocations of net income, which were cash distributed and generally were contingent upon services being provided by the unit holder. As prescribed in U.S. GAAP guidance, following the Spin-Off, the quarterly allocations of net income on BGC Holdings LPUs held by BGC employees were reflected as a component of compensation expense under “Equity-based compensation and allocations of net income to limited partnership units and FPUs” in the Company’s Consolidated Statements of Operations prior to the Corporate Conversion, and quarterly allocations of net income on Newmark Holdings LPUs held by BGC employees, which were not impacted by the Corporate Conversion, are reflected as a component of compensation expense under “Equity-based compensation and allocations of net income to limited partnership units and FPUs” in the Company’s Consolidated Statements of Operations. Quarterly allocations of net income on BGC Holdings LPUs held by Newmark employees were reflected as a component of “Net income (loss) attributable to noncontrolling interest in subsidiaries” in the Company’s Consolidated Statements of Operations, prior to the Corporate Conversion. From time to time, the Company also issued BGC LPUs as part of the consideration for acquisitions. Certain of these LPUs in BGC Holdings and Newmark Holdings, such as REUs, entitle the holders to receive post-termination payments equal to the notional amount of the units in four equal yearly installments after the holder’s termination. There were none of these LPUs in BGC Holdings remaining after the Corporate Conversion was completed while these LPUs in Newmark Holdings held by BGC employees were not impacted by the Corporate Conversion. These LPUs held by BGC employees are accounted for as post-termination liability awards, and in accordance with U.S. GAAP guidance, the Company records compensation expense for the awards based on the change in value at each reporting date in the Company’s Consolidated Statements of Operations as part of “Equity-based compensation and allocations of net income to limited partnership units and FPUs.” 142 Table of Contents Certain BGC employees held Preferred Units in BGC Holdings and hold Preferred Units in Newmark Holdings. In connection with, or as a result of, the Corporate Conversion, certain Preferred Units in BGC Holdings were redeemed/converted into BGC restricted stock awards or RSU Tax Accounts, and upon completion of the Corporate Conversion, there were no Preferred Units of BGC Holdings remaining. The Corporate Conversion had no impact on Preferred Units in Newmark Holdings held by BGC employees. The following description of LPUs and Preferred Units in BGC Holdings is only applicable for the period prior to the Corporate Conversion, and for LPUs and Preferred Units held by BGC employees in Newmark Holdings is applicable to before and after the Corporate Conversion. Each quarter, the net profits of BGC Holdings and Newmark Holdings are allocated to such units at a rate of either 0.6875 % (which is 2.75 % per calendar year) or such other amount as set forth in the award documentation. 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. Preferred Units may not be made exchangeable into Class A common stock, and are only entitled to the Preferred Distribution; accordingly, they are not included in the fully diluted share count. The quarterly allocations of net income on Preferred Units are reflected the same as those of the LPUs described above in the Company’s Consolidated Statements of Operations. After deduction of the Preferred Distribution, the remaining partnership units generally received quarterly allocations of net income based on their weighted-average pro rata share of economic ownership of the operating subsidiaries. Preferred Units are granted in connection with the grant of certain LPUs, such as PSUs, which may be granted exchangeability or redeemed in connection with the issuance of shares of common stock to cover the withholding taxes owed by the unit holder, rather than issuing the gross amount of shares to employees, subject to cashless withholding of shares to pay applicable withholding taxes. Cantor Units Prior to the Corporate Conversion, Cantor held limited partnership interests in BGC Holdings. Cantor units were reflected as a component of “Noncontrolling interest in subsidiaries” in the Company’s Consolidated Statements of Financial Condition. Cantor received allocations of net income (loss), which were cash distributed on a quarterly basis and were reflected as a component of “Net income (loss) attributable to noncontrolling interest in subsidiaries” in the Company’s Consolidated Statements of Operations. As a result of the Corporate Conversion, 64.0 million Cantor units were converted into shares of BGC Group Class B common stock, subject to the terms and conditions of the Corporate Conversion Agreement, provided that a portion of the 64.0 million shares of BGC Group Class B common stock issued to Cantor will exchange into BGC Group Class A common stock in the event that BGC Group does not issue at least $ 75,000,000 in shares of BGC Group Class A or B common stock in connection with certain acquisition transactions prior to the seventh anniversary of the Corporate Conversion. General Certain of the limited partnership interests, described above, were granted exchangeability into shares of BGC Class A common stock, prior to the Corporate Conversion, or shares of Newmark Class A common stock, and additional limited partnership interests could become exchangeable into shares of Newmark Class A common stock. In addition, prior to the Corporate Conversion, certain limited partnership interests were granted the right to exchange into or were exchanged into a partnership unit with a capital account, such as HDUs. HDUs had a stated capital account which was initially based on the closing trading price of Class A common stock at the time the HDU was granted. HDUs participated in quarterly partnership distributions and were generally not exchangeable into shares of Class A common stock. Subsequent to the Spin-Off and prior to the Corporate Conversion, limited partnership interests in BGC Holdings held by a partner or Cantor could become exchangeable for BGC Class A or BGC Class B common stock on a one -for-one basis. In addition, subsequent to the Spin-Off, limited partnership interests in Newmark Holdings held by a partner or Cantor may become exchangeable for a number of shares of Newmark Class A or Newmark Class B common stock equal to the number of limited partnership interests multiplied by the then-current Exchange Ratio. Because limited partnership interests were included in the Company’s fully diluted share count, if dilutive, prior to the Corporate Conversion, any previous exchanges of limited partnership interests into shares of BGC Class A or BGC Class B common stock did not impact the fully diluted number of shares and units outstanding. Because these limited partnership interests generally received quarterly allocations of net income, such exchanges had no significant impact on the cash flows or equity of BGC Partners, prior to the Corporate Conversion. 143 Table of Contents Prior to the Corporate Conversion, each quarter, net income (loss) was allocated between the limited partnership interests and BGC Partners’ common stockholders. In quarterly periods in which BGC Partners had a net loss, the loss allocation for FPUs, LPUs and Cantor units in BGC Holdings was allocated to Cantor and reflected as a component of “Net income (loss) attributable to noncontrolling interest in subsidiaries” in the Company’s Consolidated Statements of Operations. In subsequent quarters in which BGC Partners had net income, the initial allocation of income to the limited partnership interests in BGC Holdings was to Cantor and was recorded as “Net income (loss) attributable to noncontrolling interests in subsidiaries,” to recover any losses taken in earlier quarters, with the remaining income allocated to the limited partnership interests. This income (loss) allocation process had no impact on the net income (loss) allocated to common stockholders. 3. Summary of Significant Accounting Policies Use of Estimates: The preparation of the Company’s consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of the assets and liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities in these consolidated financial statements. Management believes that the estimates utilized in preparing these consolidated financial statements are reasonable. 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. Certain reclassifications have been made to previously reported amounts to conform to the current period presentation. Revenue Recognition: 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. Commissions: 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. Trade execution and clearing services, when provided together, represent a single performance obligation as the services are not separately identifiable in the context of the contract. Commission revenues are recognized at a point in time on the trade-date, when the customer obtains control of the service and can direct the use of, and obtain substantially all of the remaining benefits from the asset. The Company records a receivable between the trade-date and settlement date when payment is received. Principal Transactions: Principal transaction revenues are primarily derived from matched principal transactions, whereby the Company simultaneously agrees to buy securities from one customer and sell them to another customer. A very limited number of trading businesses are allowed to enter into unmatched principal transactions to facilitate a customer’s execution needs for transactions initiated by such customers. Revenues earned from principal transactions represent the spread between the buy and sell price of the brokered security, commodity or derivative. Principal transaction revenues and related expenses are recognized on a trade-date basis. Positions held as part of a principal transaction are marked-to-market on a daily basis. Fees from Related Parties: Fees from related parties consist of charges for back-office services provided to Cantor and its affiliates, including occupancy of office space, utilization of fixed assets, accounting, operations, human resources and legal services, and information technology. The services are satisfied over time and measured using a time-elapsed measure of progress as the customer receives the benefits of the services evenly throughout the term of the contract. The transaction price is considered variable consideration as the level and type of services fluctuate from period to period and revenues are recognized only to the extent it is probable that a significant reversal in the amount of cumulative revenues recognized will not occur when the uncertainty is resolved. Fees from related parties are determined based on the cost incurred by the Company to perform or provide the service as evidenced by an allocation of employee expenses or a third-party invoice. Net cash settlements between affiliates are generally performed on a monthly basis. 144 Table of Contents Data, Network and Post-trade: Data revenues primarily consist of subscription fees and fees from customized one-time sales provided to customers either directly or through third-party vendors. Regarding this revenue stream, the Company determined that software implementation, license usage, and related support services represent a single-performance obligation because the combination of these deliverables is necessary for the customer to derive benefit from the data. As such, once implementation is complete, monthly subscription fees are billed in advance and recognized on a straight-line basis over the life of the license period. The Company also provides software customization services contracted through work orders that each represent a separate performance obligation. Revenue is recognized over time using an output method as a measure of progress. As circumstances change over time, the Company updates its measure of progress to reflect any changes in the outcome of the performance obligation. Such updates are accounted for as a change in accounting estimate. As a practical expedient, when the work-order period is less than 12 months, the Company recognizes revenue upon acceptance from the customer after work is completed. The contract price is fixed and billed to the customer as combination of an upfront fee, progress fees, and a post-delivery fee. Other Revenues: Other revenues are earned from various sources, including consulting income for Poten & Partners, underwriting and advisory fees. Other Income (Losses), Net: Gains (Losses) on Divestitures and Sale of Investments: Gains (losses) on divestitures and sale of investments is comprised of gains and losses recorded in connection with the divestiture of certain businesses or sale of investments (see Note 5—“Divestitures”). Gains (Losses) on Equity Method Investments: Gains (losses) on equity method investments represent the Company’s pro-rata share of the net gains and losses on investments over which the Company has significant influence but which it does not control. Other Income (Loss): 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”). Segments: The Company has one reportable segment (see Note 22—“Segment and Geographic Information”). Cash and Cash Equivalents: The Company considers all highly liquid investments with maturities of 90 days or less at the date of acquisition that are not segregated under regulatory requirements, other than those used for trading purposes, to be cash equivalents. Cash and cash equivalents include money market funds, deposits with banks, certificates of deposit, commercial paper, and U.S. Treasury securities. Cash Segregated Under Regulatory Requirements: Cash segregated under regulatory requirements represents funds received in connection with customer activities that the Company is obligated to segregate or set aside to comply with regulations mandated by authorities such as the SEC and FINRA in the U.S. and the FCA in the U.K. that have been promulgated to protect customer assets. 145 Table of Contents Financial Instruments Owned, at Fair Value: Financial instruments owned, at fair value primarily consist of unencumbered U.S. Treasury bills held for liquidity purposes as well as equity securities with readily determinable fair value, foreign government bonds, and corporate bonds. Debt securities presented within Financial instruments owned, at fair value are classified as trading and marked-to-market daily based on current listed market prices (or, when applicable, broker or dealer quotes), with the resulting gains and losses included in operating income in the current period. Unrealized and realized gains and losses from changes in fair value of these debt securities are included as part of “Principal transactions” in the Company’s Consolidated Statements of Operations. In accordance with the guidance on recognition and measurement of equity investments with readily determinable fair value, the Company carries these equity securities at fair value and recognizes any changes in fair value currently within “Other income (loss)” in the Company’s Consolidated Statements of Operations. See Note 8—“Financial Instruments Owned, at Fair Value” for additional information. Fair Value: U.S. GAAP defines fair value as the price received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and further expands disclosures about such fair value measurements. The guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows: Level 1 measurements – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities. Level 2 measurements – Quoted prices in markets that are not active or financial instruments for which all significant inputs are observable, either directly or indirectly. Level 3 measurements – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. In determining fair value, the Company separates financial instruments owned and financial instruments sold, but not yet purchased into two categories: cash instruments and derivative contracts. Cash Instruments – Cash instruments are generally classified within Level 1 or Level 2. The types of instruments generally classified within Level 1 include most U.S. government securities, certain sovereign government obligations, and actively traded listed equities. The Company does not adjust the quoted price for such instruments. The types of instruments generally classified within Level 2 include agency securities, most investment-grade and high-yield corporate bonds, certain sovereign government obligations, money market securities, and less liquid listed equities, and state, municipal and provincial obligations. Derivative Contracts – Derivative contracts can be exchange-traded or OTC. Exchange-traded derivatives typically fall within Level 1 or Level 2 of the fair value hierarchy depending on whether they are deemed to be actively traded or not. The Company generally values exchange-traded derivatives using the closing price of the exchange-traded derivatives. OTC derivatives are valued using market transactions and other market evidence whenever possible, including market-based inputs to models, broker or dealer quotations or alternative pricing sources with reasonable levels of price transparency. For OTC derivatives that trade in liquid markets, such as generic forwards, swaps and options, model inputs can generally be verified and model selection does not involve significant management judgment. Such instruments are typically classified within Level 2 of the fair value hierarchy. See Note 12—“Fair Value of Financial Assets and Liabilities” for more information on the fair value of financial assets and liabilities. 146 Table of Contents Receivables from and Payables to Broker-Dealers, Clearing Organizations, Customers and Related Broker-Dealers: Receivables from and payables to broker-dealers, clearing organizations, customers and related broker-dealers primarily represent principal transactions for which the stated settlement dates have not yet been reached and principal transactions which have not settled as of their stated settlement dates, cash held at clearing organizations and exchanges to facilitate settlement and clearance of matched principal transactions, and spreads on matched principal transactions that have not yet been remitted from/to clearing organizations and exchanges. Also included are amounts related to open derivative contracts, which are generally executed on behalf of the Company’s customers. A portion of the unsettled principal transactions and open derivative contracts that constitute receivables from and payables to broker-dealers, clearing organizations, customers and related broker-dealers are with related parties (see Note 13—“Related Party Transactions” for more information regarding these receivables and payables). Current Expected Credit Losses: In accordance with U.S. GAAP guidance, Financial Instruments—Credit Losses , the Company presents its financial assets that are measured at amortized cost, net of an allowance for credit losses, which represents the amount expected to be collected over their estimated life. Expected credit losses for newly recognized financial assets carried at amortized cost, as well as changes to expected lifetime credit losses during the period, are recognized in earnings. 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 (CECL)” for additional information. Accrued Commissions and Other Receivables, Net: The Company has accrued commissions receivable from securities and commodities transactions. Accrued commissions receivable are presented net of allowance for credit losses of approximately $ 23.3 million and $ 20.9 million as of December 31, 2024 and 2023, respectively. The allowance is based on management’s estimate and reviewed periodically based on the facts and circumstances of each outstanding receivable. The Company’s CECL methodology for Accrued commissions receivable follows a PD/LGD framework with adjustments for the macroeconomic outlook, with the calculation performed at a counterparty level. The receivable balance for each counterparty is the outstanding receivable amount adjusted for any volume discounts. Accrued commissions receivable are not subject to an interest income accrual. The Company writes off a receivable in the period in which such balance is deemed uncollectible. The PD rate is sourced from Moody’s Annual Default Study for Corporates and it corresponds to the 1983-2023 average 1-year default rate by rating. The Moody’s quarterly updated data is used as well, if deemed appropriate. A significant number of the Company’s counterparties are publicly rated, and, therefore, the Moody’s PD rate is used as a proxy based on the counterparty’s external rating. In addition, the Company maintains internal obligor ratings that map to Moody’s long-term ratings. The LGD rate is derived from the Basel Committee’s June 2004 Second Basel Accord on international banking laws and regulations. The Company understands that the LGD assumption is a well-known industry benchmark for unsecured credits, which aligns with the unsecured nature of these receivables. Management considered that historically the Company has collected on substantially all its receivables, and, therefore, the LGD assumption is a reasonable benchmark in absence of internal data from which to develop an LGD measure. The macroeconomic adjustment is based on an average of the outlook scenarios for changes in the Real GDP growth rate for advanced economies over the next year. Historical and forecast data for this metric is obtained from the International Monetary Fund’s World Economic Outlook database. The Company believes that changes in expected credit losses for its counterparties are impacted by changes in broad economic activity and, therefore, determined that the Real GDP growth rate was a reasonable metric to evaluate for macroeconomic adjustments. Further, given that the Company’s receivables are related to counterparties with global operations, management sourced the data for this metric as applicable to advanced economies. The Company notes that, given the short-term nature of these receivables, a forecast beyond 1 year is neither required nor appropriate, and, therefore, the adjustment also covers the approximated life of these assets with no need for reversion. 147 Table of Contents Loans, Forgivable Loans, and Other Receivables from Employees and Partners, Net: The Company has entered into various agreements with certain employees and, prior to the Corporate Conversion, partners whereby these individuals receive loans which may be either wholly or in part repaid from the distributions that the individuals receive on some or all of their LPUs in BGC Holdings and Newmark Holdings, prior to the Corporate Conversion, and by distributions that the individuals receive on some or all of their LPUs in Newmark Holdings and any dividends paid on participating RSUs and restricted stock awards, subsequent to the Corporate Conversion. Certain of these loans also may be either wholly or in part repaid from the proceeds of the sale of the BGC employees’ shares of BGC Class A common stock. In addition, certain loans may be forgiven over a period of time. The forgivable portion of these loans is not included in the Company’s estimate of expected credit losses when employees meet the conditions for forgiveness through their continued employment over the specified time period, and is recognized as compensation expense over the life of the loan. The amounts due from terminated employees that the Company does not expect to collect are included in the allowance for credit losses. From time to time, the Company may also enter into agreements with employees to grant bonus and salary advances or other types of loans. These advances and loans are repayable in timeframes outlined in the underlying agreements. The Company reviews loan balances each reporting period for collectability. If the Company determines that the collectability of a portion of the loan balances is not expected, the Company recognizes a reserve against the loan balances as compensation expense. Fixed Assets, Net: Fixed assets are carried at cost net of accumulated depreciation and amortization. Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets. 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 . Leasehold improvements are depreciated over the shorter of their estimated economic useful lives or the remaining lease term. Routine repairs and maintenance are expensed as incurred. When fixed assets are retired or otherwise disposed of, the related gain or loss is included in operating income. 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 . 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. The associated asset retirement cost is capitalized as part of the carrying amount of the long-lived asset. The liability is discounted and accretion expense is recognized using the credit-adjusted risk-free interest rate in effect when the liability was initially recognized. Investments: The Company’s investments in which it has a significant influence but not a controlling financial interest and of which it is not the primary beneficiary are accounted for under the equity method. In accordance with the guidance on recognition and measurement of equity investments, the Company has elected to use a measurement alternative for its equity investments without a readily determinable fair value, pursuant to which these investments 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 evaluates potential impairment of equity method investments when a change in circumstances occurs, by applying U.S. GAAP guidance, Equity Method and Joint Ventures , and assessing whether the carrying amount can be recovered. See Note 12—“Fair Value of Financial Assets and Liabilities” and Note 14—“Investments” for additional information. The Company’s consolidated financial statements include the accounts of the Company and its wholly owned and majority-owned subsidiaries. The Company’s policy is to consolidate all entities of which it owns more than 50% unless it does not have control over the entity. In accordance with U.S. GAAP guidance, Consolidation of Variable Interest Entities , the Company also consolidates any VIE of which it is the primary beneficiary. Long-Lived Assets: The Company periodically evaluates potential impairment of long-lived assets and amortizable intangibles, when a change in circumstances occurs, by applying U.S. GAAP guidance, Impairment or Disposal of Long-Lived Assets , and assessing whether the unamortized carrying amount can be recovered over the remaining life through undiscounted future expected cash flows generated by the underlying assets. If the undiscounted future cash flows were less than the carrying value of the asset, an impairment charge would be recorded. The impairment charge would be measured as the excess of the carrying value of the asset over the present value of estimated expected future cash flows using a discount rate commensurate with the risks involved. 148 Table of Contents Leases: The Company enters into leasing arrangements in the ordinary course of business as a lessee of office space, data centers and office equipment. BGC determines whether an arrangement is a lease at inception. ROU lease assets represent the Company’s right to use an underlying asset for the lease term, and lease liabilities represent BGC’s obligation to make lease payments arising from the lease. Other than for leases with an initial term of twelve months or less, ROU lease assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The ROU lease asset also includes any lease payments made and excludes lease incentives. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise those options. Lease expense pertaining to leases is recognized on a straight-line basis over the lease term. Interest expense on finance leases is recognized using the effective interest method over the lease term. Refer to Note 24—“Leases” for additional information. Goodwill and Other Intangible Assets, Net: Goodwill is the excess of the purchase price over the fair value of identifiable net assets acquired in a business combination. As prescribed in U.S. GAAP guidance, Intangibles—Goodwill and Other , goodwill and other indefinite-lived intangible assets are not amortized, but instead are periodically tested for impairment. The Company reviews goodwill and other indefinite-lived intangible assets for impairment on an annual basis during the fourth quarter of each fiscal year or whenever an event occurs or circumstances change that could reduce the fair value of a reporting unit below its carrying amount. When reviewing goodwill for impairment, BGC first assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. 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. Also included in the definite-lived intangible assets are purchased patents. The costs of acquired patents are amortized over a period not to exceed the legal life or the remaining useful life of the patent, whichever is shorter, using the straight-line method. Income Taxes: The Company accounts for income taxes using the asset and liability method as prescribed in U.S. GAAP guidance, Income Taxes . 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 basis. 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 a discussion of partnership interests), rather than the partnership entity. As such, the partners’ tax liability or benefit is not reflected in the Company’s consolidated financial statements. The tax-related assets, liabilities, provisions or benefits included in the Company’s consolidated financial statements also reflect the results of the entities that are taxed as corporations, either in the U.S. or in foreign jurisdictions. The Company provides for uncertain tax positions based upon management’s assessment of whether a tax benefit is more likely than not to be sustained upon examination by tax authorities. The Company recognizes interest and penalties related to income tax matters in “Provision (benefit) for income taxes” in the Company’s Consolidated Statements of Operations. 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 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 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. 149 Table of Contents Discretionary Bonus: A portion of our compensation and employee benefits expense is comprised of discretionary bonuses, which may be paid in cash, equity or a combination thereof. We accrue expense in a period based on revenues in that period and on the expected combination of cash, equity and, prior to the Corporate Conversion, partnership units. Given the assumptions used in estimating discretionary bonuses, actual results may differ. Equity-Based Compensation: The Company accounts for equity-based compensation awards using the guidance in ASC 718, Compensation—Stock Compensation . Equity-based compensation expense recognized during the period, for equity-based awards with a stated vesting schedule, is based on the value of the portion of equity-based payment awards that is ultimately expected to vest. The grant-date fair value of equity-based awards with a stated vesting schedule is amortized to expense ratably over the awards’ vesting periods. As this equity-based compensation expense recognized in the Company’s Consolidated Statements of Operations is based on awards ultimately expected to vest, it has been reviewed for estimated forfeitures. Further, forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. In addition, equity-based compensation for LPU awards with no stated vesting schedule is recognized at fair value on the date the award is granted exchangeability or is redeemed in connection with the issuance of shares of common stock. Restricted Stock Units: RSUs provided to certain employees are accounted for as equity awards, and in accordance with U.S. GAAP, the Company is required to record an expense for the portion of the RSUs that is ultimately expected to vest. Further, forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Because assumptions are used in estimating employee turnover and associated forfeiture rates, actual results may differ from our estimates under different assumptions or conditions. The fair value of RSU awards to employees is based on the market value of the BGC Class A common stock on the grant date. As part of employee compensation, the Company has granted both participating RSUs, which receive dividends, or nonparticipating RSUs. For non-participating RSUs, which do not receive dividend equivalents, the Company adjusts the fair value of the RSUs for the present value of expected forgone dividends, which requires the Company to include an estimate of expected dividends as a valuation input. This grant-date fair value is amortized to expense ratably over the awards’ vesting periods. For participating RSUs where dividends are paid during the vesting period or accumulated and paid to the employee upon vesting, the grant-date fair value of the award should not be reduced. As such, the Company does not adjust the fair value of the RSUs for the present value of expected forgone dividends. This grant-date fair value is amortized to expense ratably over the awards’ vesting periods. For RSUs with graded vesting features, the Company has made an accounting policy election to recognize compensation cost on a straight-line basis. The amortization is reflected as part of “Equity-based compensation and allocations of net income to limited partnership units and FPUs” in the Company’s Consolidated Statements of Operations. Restricted Stock: Restricted stock provided to certain employees is accounted for as an equity award, and as per U.S. GAAP guidance, the Company is required to record an expense for the portion of the restricted stock that is ultimately expected to vest. The Company has granted restricted stock, prior to the Corporate Conversion, that is not subject to continued employment or service; however, transferability is subject to compliance with BGC’s and its affiliates’ customary noncompete obligations. Such shares of restricted stock are generally salable by their holders in five to ten years . Because the restricted stock is not subject to continued employment or service, the grant-date fair value of the restricted stock is expensed on the date of grant. The non-cash equity-based compensation expense is reflected as part of “Equity-based compensation and allocations of net income to limited partnership units and FPUs” in the Company’s Consolidated Statements of Operations. As a result of the Corporate Conversion, the Company has also granted shares of unvested restricted stock, which are subject to continued employment or service with the Company or any affiliate or subsidiary of the Company. The fair value of these restricted stock awards held by BGC employees is based on the market value of BGC Class A common stock on the grant date, adjusted as appropriate based upon the award’s ineligibility to receive dividends, as not all of these awards participate in receiving dividends, similar to the RSUs discussed above. The grant-date fair value of the restricted stock is amortized to expense ratably over the awards’ expected vesting periods. The non-cash equity-based amortization compensation expense is reflected as a component of “Equity-based compensation and allocations of net income to limited partnership units and FPUs” in the Company’s Consolidated Statements of Operations. 150 Table of Contents Limited Partnership Units: Certain BGC employees held LPUs in BGC Holdings and hold LPUs in Newmark Holdings. Generally, such units received quarterly allocations of net income, which were cash distributed on a quarterly basis and generally contingent upon services being provided by the unit holders. In addition, Preferred Units were granted in connection with the grant of certain LPUs, such as PSUs, which may be granted exchangeability or redeemed in connection with the grant of shares of common stock, to cover the withholding taxes owed by the unit holder upon such exchange or grant. This was an acceptable alternative to the common practice among public companies of issuing the gross amount of shares to employees, subject to cashless withholding of shares to pay applicable withholding taxes. Preferred Units were not entitled to participate in partnership distributions other than with respect to a distribution at a rate of either 0.6875 % (which is 2.75 % per calendar year) or such other amount as set forth in the award documentation. There were none of these LPUs or Preferred Units in BGC Holdings remaining after the Corporate Conversion was completed, while these LPUs and Preferred Units in Newmark Holdings held by BGC employees were not impacted by the Corporate Conversion. The quarterly allocations of net income on BGC Holdings LPUs held by BGC employees were reflected as a component of compensation expense under “Equity-based compensation and allocations of net income to limited partnership units and FPUs” in the Company’s Consolidated Statements of Operations prior to the Corporate Conversion, and quarterly allocations of net income on Newmark Holdings LPUs held by BGC employees, which were not impacted by the Corporate Conversion, are reflected as a component of compensation expense under “Equity-based compensation and allocations of net income to limited partnership units and FPUs” in the Company’s Consolidated Statements of Operations. Certain of these LPUs entitle the holders to receive post-termination payments equal to the notional amount, generally in four equal yearly installments after the holder’s termination. There were none of these LPUs in BGC Holdings remaining after the Corporate Conversion was completed, while these LPUs in Newmark Holdings held by BGC employees were not impacted by the Corporate Conversion. These LPUs are accounted for as post-termination liability awards under U.S. GAAP. Accordingly, we recognize a liability for these units on our Consolidated Statements of Financial Condition as part of “Accrued compensation” for the amortized portion of the post-termination payment amount, based on the current fair value of the expected future cash payout. The Company amortizes the post-termination payment amount, less an expected forfeiture rate, over the vesting period, and record an expense for such awards based on the change in value at each reporting period in the Company’s Consolidated Statements of Operations as part of “Equity-based compensation and allocations of net income to limited partnership units and FPUs.” Certain LPUs were granted exchangeability into shares of BGC or Newmark Class A common stock or were redeemed in connection with the grant of BGC or Newmark Class A common stock; BGC Class A common stock was issued on a one-for-one basis, and Newmark Class A common stock is issued based on the number of LPUs exchanged or redeemed multiplied by the then-current Exchange Ratio. At the time exchangeability was granted or shares of BGC or Newmark Class A common stock were issued, we recognized an expense based on the fair value of the award on the grant date, which was included in “Equity-based compensation and allocations of net income to limited partnership units and FPUs” in our Consolidated Statements of Operations. There were no LPUs in BGC Holdings remaining after the Corporate Conversion was completed, while LPUs in Newmark Holdings held by BGC employees were not impacted by the Corporate Conversion. Prior to the Corporate Conversion, certain LPUs had a stated vesting schedule and did not receive quarterly allocations of net income. Compensation expense related to these LPUs was recognized over the stated service period, and these units generally vested between two and five years from the grant date. This expense is included in “Equity-based compensation and allocations of net income to limited partnership units and FPUs” in our Consolidated Statements of Operations. For additional information, see Note 2—“Limited Partnership Interests in BGC Holdings and Newmark Holdings.” Redeemable Partnership Interest: Prior to the Corporate Conversion, redeemable partnership interest represented limited partnership interests in BGC Holdings held by Founding/Working Partners. See Note 2—“Limited Partnership Interests in BGC Holdings and Newmark Holdings” for additional information related to the FPUs. Contingent Class A Common Stock: In connection with certain acquisitions, the Company committed to issue shares of the Company’s Class A common stock upon the achievement of certain performance targets. The contingent shares met the criteria for liability classification, are measured at fair value on a recurring basis and presented in “Accounts payable, accrued and other liabilities” in the Company’s Consolidated Statements of Financial Condition. Realized and unrealized gains (losses) resulting from changes in fair value are reported in “Other income (loss)” in the Company’s Consolidated Statements of Operations. 151 Table of Contents Noncontrolling Interest in Subsidiaries: Noncontrolling interest in subsidiaries represents equity interests in consolidated subsidiaries that are not attributable to the Company, such as the noncontrolling interest holders’ proportionate share of the profit or loss associated with joint ownership of the Company’s administrative services company in the U.K. (Tower Bridge). Foreign Currency Transactions and Translation: Assets and liabilities denominated in nonfunctional currencies are converted at rates of exchange prevailing on the date of the Company’s Consolidated Statements of Financial Condition, and revenues and expenses are converted at average rates of exchange for the period. Gains and losses on remeasurement of foreign currency transactions denominated in nonfunctional currencies are recognized within “Other expenses” in the Company’s Consolidated Statements of Operations. Gains and losses on translation of the financial statements of non-U.S. operations into U.S. dollar reporting currency of the Company are presented as foreign currency translation adjustments within “Other comprehensive income (loss), net of tax” in the Company’s Consolidated Statements of Comprehensive Income and as part of “Accumulated other comprehensive income (loss)” in the Company’s Consolidated Statements of Financial Condition. Derivative Financial Instruments: Derivative contracts are instruments, such as futures, forwards, options or swaps contracts, which derive their value from underlying assets, indices, reference rates or a combination of these factors. Derivative instruments may be listed and traded on an exchange, or they may be privately negotiated contracts, which are often referred to as OTC derivatives. Derivatives may involve future commitments to purchase or sell financial instruments or commodities, or to exchange currency or interest payment streams. The amounts exchanged are based on the specific terms of the contract with reference to specified rates, securities, commodities, currencies or indices. The Company does not designate any derivative contracts as hedges for accounting purposes. U.S. GAAP requires that an entity recognize all derivative contracts as either assets or liabilities in the Consolidated Statements of Financial Condition and measure those instruments at fair value. 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 . Earnings Per Share: The Company computes basic and fully diluted EPS in accordance with ASC 260, Earnings Per Share , utilizing the two-class method, “if-converted” method, or treasury stock method, as applicable. For additional information, see Note 6—“Earnings Per Share. ” 4. Acquisitions OTC Global 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. Sage On October 1, 2024, the Company completed the acquisition of Sage, an energy and environmental brokerage firm. ContiCap On November 1, 2023, the Company completed the acquisition of ContiCap, an independent financial product intermediary specializing in emerging markets. Open Energy Group 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. 152 Table of Contents Trident 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. Total Consideration 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 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. 5. Divestitures 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. 6. Earnings Per Share Basic Earnings Per Share: The following is the calculation of the Company’s basic EPS (in thousands, except per share data): Year Ended December 31, 2024 2023 2022 Basic earnings (loss) per share: Net income (loss) available to common stockholders $ 126,988 $ 36,265 $ 48,712 Less: Dividends declared and allocation of undistributed earnings to participating securities ( 5,773 ) ( 2,195 ) — Net income (loss) attributable to common stockholders 121,215 34,070 48,712 Basic weighted-average shares of common stock outstanding 473,390 426,436 371,561 Basic earnings (loss) per share $ 0.26 $ 0.08 $ 0.13 153 Table of Contents Fully Diluted Earnings Per Share: The following is the calculation of the Company’s fully diluted EPS (in thousands, except per share data): Year Ended December 31, 2024 2023 2022 Fully diluted earnings (loss) per share: Net income (loss) attributable to common stockholders $ 121,215 $ 34,070 $ 48,712 Add back: Allocations of net income (loss) to limited partnership interests, net of tax — ( 156 ) 14,767 Add back: Allocations of undistributed earnings to participating securities 4,620 1,731 — Less: Reallocation of undistributed earnings to participating securities ( 4,567 ) ( 1,702 ) — Net income (loss) for fully diluted shares $ 121,268 $ 33,943 $ 63,479 Weighted-average shares: Common stock outstanding 473,390 426,436 371,561 Partnership units¹ — 57,239 124,738 Non-participating RSUs — 1,406 1,913 Other 2 5,752 4,908 1,202 Fully diluted weighted-average shares of common stock outstanding 479,142 489,989 499,414 Fully diluted earnings (loss) per share $ 0.25 $ 0.07 $ 0.13 ____________________________________ 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 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, 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, 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 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. When the service condition and/or performance condition has been met in the period, the securities are included in diluted EPS on the first day of the quarter in which the contingency was met. 154 Table of Contents 7. Stock Transactions and Unit Redemptions Class A Common Stock Changes in shares of BGC Class A common stock outstanding for the years ended December 31, 2024 and 2023 were as follows (in thousands): Year Ended December 31, 2024 2023 Shares outstanding at beginning of period 390,095 325,858 Share issuances: Redemptions/exchanges of limited partnership interests and contingent share obligations ¹ 1,756 30,754 Vesting of RSUs 9,996 13,009 Acquisitions 1,062 4,566 Other issuances of BGC Class A common stock 9,028 2,946 Restricted stock awards 2 — 38,610 Restricted stock forfeitures ( 1,440 ) ( 1,428 ) Treasury stock repurchases 3 ( 36,200 ) ( 24,220 ) Shares outstanding at end of period 374,297 390,095 ____________________________________ 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. 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. Following the Corporate Conversion, Cantor satisfied its obligation to its holders of April 2008 distribution rights shares and February 2012 distribution rights shares through the distribution of 15.8 million shares of BGC Class B common stock to such shareholders. 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. As of both December 31, 2024 and 2023, there were 109.5 million shares of BGC Class B common stock outstanding. 155 Table of Contents CEO Program 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. On August 3, 2022, the March 2021 Form S-3 Registration Statement was declared effective by the SEC, and the Company entered into the August 2022 Sales Agreement on August 12, 2022. The Company did not sell any shares under the August 2022 Sales Agreement. On July 3, 2023, in connection with the Corporate Conversion, BGC Group filed a post-effective amendment to the March 2021 Form S-3 Registration Statement, pursuant to which it adopted the March 2021 Form S-3 Registration Statement as its own registration statement. Also on July 3, 2023, BGC Group assumed the August 2022 Sales Agreement, as amended and restated to replace references to BGC Partners with references to BGC Group and to make other ministerial changes. BGC Group may sell up to an aggregate of $ 300.0 million of shares of BGC Class A common stock pursuant to the terms of the July 2023 Sales Agreement. Under the July 2023 Sales Agreement, the Company agreed to pay CF&Co 2 % of the gross proceeds from the sale of shares. As of December 31, 2024 the Company had not sold any shares of BGC Class A common stock or paid any commission to CF&Co under the July 2023 Sales Agreement. For additional information on the Company’s CEO Program sales agreements, see Note 13—“Related Party Transactions.” Unit Redemptions and Share Repurchase Program 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 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 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 of Shares Repurchased Weighted- Average Price Paid per Share Approximate Dollar Value of Shares That Could Be Repurchased Under the Program at December 31, 2024 Repurchases 1, 2 January 1, 2024—March 31, 2024 11,250 $ 7.11 April 1, 2024—June 30, 2024 10,688 8.32 July 1, 2024—September 30, 2024 7,893 9.05 October 1, 2024—October 31, 2024 6,369 9.45 November 1, 2024—November 30, 2024 — — December 1, 2024—December 31, 2024 — — Total Repurchases 36,200 8.30 $ 350,000 ____________________________________ 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 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 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. 156 Table of Contents 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): Period Total Number of Units Redeemed or Shares Repurchased Weighted- Average Price Paid per Unit or Share Approximate Dollar Value of Units and Shares That Could Be Redeemed/ Repurchased Under the Program at December 31, 2023 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 2, 3 January 1, 2023—March 31, 2023 846 $ 4.97 April 1, 2023—June 30, 2023 9,814 4.44 July 1, 2023—September 30, 2023 8,087 4.99 October 1, 2023—December 31, 2023 5,473 $ 5.74 Total Repurchases 24,220 4.94 Total Redemptions and Repurchases 24,665 $ 4.93 $ 333,113 ____________________________________ 1 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. 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. 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. Redeemable Partnership Interest The changes in the carrying amount of FPUs for the year ended December 31, 2023 were as follows (in thousands): Year Ended December 31, 2023 Balance at beginning of period $ 15,519 Consolidated net income allocated to FPUs 236 Earnings distributions ( 236 ) FPUs exchanged ( 1,301 ) FPUs redeemed 288 Corporate conversion ( 14,506 ) 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. 157 Table of Contents 8. Financial Instruments Owned, at Fair Value Financial instruments owned, at fair value primarily consist of unencumbered U.S. Treasury bills held for liquidity purposes. Total Financial instruments owned, at fair value were $ 186.2 million and $ 45.8 million as of December 31, 2024 and 2023, respectively. For additional information, see Note 12—“Fair Value of Financial Assets and Liabilities.” 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, $ 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. 9. Collateralized Transactions Repurchase Agreements 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. Reverse Repurchase Agreements Securities purchased under Reverse Repurchase Agreements are accounted for as collateralized financing transactions and are recorded at the contractual amount for which the securities will be resold, including accrued interest. For Reverse Repurchase Agreements, it is the Company’s policy to obtain possession of collateral with a market value equal to or in excess of the principal amount loaned under Reverse Repurchase Agreements. Collateral is valued daily and the Company may require counterparties to deposit additional collateral or return collateral pledged when appropriate. As of both December 31, 2024 and 2023, the Company had no Reverse Repurchase Agreements. 10. Receivables from and Payables to Broker-Dealers, Clearing Organizations, Customers and Related Broker-Dealers Receivables from and payables to broker-dealers, clearing organizations, customers and related broker-dealers primarily represent amounts due for undelivered securities, cash held at clearing organizations and exchanges to facilitate settlement and clearance of matched principal transactions, spreads on matched principal transactions that have not yet been remitted from/to clearing organizations and exchanges and amounts related to open derivative contracts (see Note 11—“Derivatives”). As of December 31, 2024 and December 31, 2023, Receivables from and payables to broker-dealers, clearing organizations, customers and related broker-dealers consisted of the following (in thousands): December 31, 2024 December 31, 2023 Receivables from broker-dealers, clearing organizations, customers and related broker-dealers 1 Contract values of fails to deliver $ 213,409 $ 182,094 Receivables from clearing organizations 118,473 135,789 Other receivables from broker-dealers and customers 26,859 28,546 Net pending trades 1,365 — Open derivative contracts 5,384 3,607 Total $ 365,490 $ 350,036 Payables to broker-dealers, clearing organizations, customers and related broker-dealers 1 Contract values of fails to receive $ 201,301 $ 172,231 Payables to clearing organizations 5,643 10,846 Other payables to broker-dealers and customers 14,003 13,357 Net pending trades — 76 Open derivative contracts 4,430 5,756 Total $ 225,377 $ 202,266 ____________________________ 158 Table of Contents 1 Includes receivables and payables with Cantor. See Note 13—“Related Party Transactions” for additional information. 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. 11. Derivatives 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, 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): December 31, 2024 December 31, 2023 Derivative contract Assets Liabilities Notional Amounts 1 Assets Liabilities Notional Amounts 1 FX swaps $ 4,810 $ 3,679 $ 635,790 $ 2,674 $ 5,119 $ 545,669 Forwards 409 751 185,821 805 609 310,880 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 ____________________________________ 1 Notional amounts represent the sum of gross long and short derivative contracts, an indication of the volume of the Company’s derivative activity, and do not represent anticipated losses. Certain of the Company’s FX swaps are with Cantor. See Note 13—“Related Party Transactions” for additional information related to these transactions. The replacement costs of contracts in a gain position were $ 5.4 million and $ 3.6 million, as of December 31, 2024 and 2023, respectively. The following tables present information about the offsetting of derivative instruments as of December 31, 2024 and 2023 (in thousands): December 31, 2024 Gross Amounts Gross Amounts Offset Net Amounts Presented in the Statements of Financial Condition Assets FX swaps $ 5,993 $ ( 1,183 ) $ 4,810 Forwards 465 ( 56 ) 409 Futures 37,083 ( 36,918 ) 165 Interest rate swaps 132 ( 132 ) — Total derivative assets $ 43,673 $ ( 38,289 ) $ 5,384 Liabilities FX swaps $ 4,862 $ ( 1,183 ) $ 3,679 Forwards 807 ( 56 ) 751 Futures 36,918 ( 36,918 ) — Interest rate swaps 132 ( 132 ) — Total derivative liabilities $ 42,719 $ ( 38,289 ) $ 4,430 159 Table of Contents December 31, 2023 Gross Amounts Gross Amounts Offset Net Amounts Presented in the Statements of Financial Condition Assets FX swaps $ 3,467 $ ( 793 ) $ 2,674 Forwards 855 ( 50 ) 805 Interest rate swaps 12,310 ( 12,182 ) 128 Futures 62,693 ( 62,693 ) — Total derivative assets $ 79,325 $ ( 75,718 ) $ 3,607 Liabilities FX swaps $ 5,912 $ ( 793 ) $ 5,119 Forwards 659 ( 50 ) 609 Futures 62,721 ( 62,693 ) 28 Interest rate swaps 12,182 ( 12,182 ) — Total derivative liabilities $ 81,474 $ ( 75,718 ) $ 5,756 There were no additional balances in gross amounts not offset as of either December 31, 2024 or 2023. The change in fair value of derivative contracts is reported as part of “Principal transactions” in the Company’s Consolidated Statements of Operations. The table below summarizes gains and (losses) on derivative contracts for the years ended December 31, 2024, 2023 and 2022 (in thousands): Year Ended December 31, Derivative contract 2024 2023 2022 Futures $ 12,371 $ 13,139 $ 16,388 Interest rate swaps 6,965 3,454 25 FX swaps 2,581 2,619 2,466 FX/commodities options 317 230 331 Gains, net $ 22,234 $ 19,442 $ 19,210 12. Fair Value of Financial Assets and Liabilities Fair Value Measurements on a Recurring Basis The following tables set forth by level within the fair value hierarchy financial assets and liabilities accounted for at fair value under U.S. GAAP guidance (in thousands): Assets at Fair Value at December 31, 2024 Level 1 Level 2 Level 3 Netting and Collateral Total Financial instruments owned, at fair value—Domestic government debt $ 170,381 $ — $ — $ — $ 170,381 Financial instruments owned, at fair value—Foreign government debt — 14,827 — — 14,827 Financial instruments owned, at fair value—Equities 989 — — — 989 FX swaps — 5,993 — ( 1,183 ) 4,810 Forwards — 465 — ( 56 ) 409 Interest rate swaps — 132 — ( 132 ) — Futures 37,083 — — ( 36,918 ) 165 Total $ 208,453 $ 21,417 $ — $ ( 38,289 ) $ 191,581 160 Table of Contents Liabilities at Fair Value at December 31, 2024 Level 1 Level 2 Level 3 Netting and Collateral Total FX swaps $ — $ 4,862 $ — $ ( 1,183 ) $ 3,679 Forwards — 807 — ( 56 ) 751 Futures 36,918 — — ( 36,918 ) — Interest rate swaps — 132 — ( 132 ) — Contingent consideration — — 21,768 — 21,768 Total $ 36,918 $ 5,801 $ 21,768 $ ( 38,289 ) $ 26,198 Assets at Fair Value at December 31, 2023 Level 1 Level 2 Level 3 Netting and Collateral Total Financial instruments owned, at fair value—Domestic government debt $ 31,141 $ — $ — $ — $ 31,141 Financial instruments owned, at fair value—Foreign government debt — 14,164 — — 14,164 Financial instruments owned, at fair value—Equities 487 — — — 487 FX swaps — 3,467 — ( 793 ) 2,674 Forwards — 855 — ( 50 ) 805 Interest rate swaps — 12,310 — ( 12,182 ) 128 Futures — 62,693 — ( 62,693 ) — Total $ 31,628 $ 93,489 $ — $ ( 75,718 ) $ 49,399 Liabilities at Fair Value at December 31, 2023 Level 1 Level 2 Level 3 Netting and Collateral Total FX swaps $ — $ 5,912 $ — $ ( 793 ) $ 5,119 Futures — 659 — ( 50 ) 609 Forwards — 62,721 — ( 62,693 ) 28 Interest rate swaps — 12,182 — ( 12,182 ) — Contingent consideration — — 11,929 — 11,929 Total $ — $ 81,474 $ 11,929 $ ( 75,718 ) $ 17,685 Level 3 Financial Liabilities Changes in Level 3 liabilities measured at fair value on a recurring basis for the year ended December 31, 2024 were as follows (in thousands): Unrealized (gains) losses for the period included in: Opening Balance as of January 1, 2024 Total realized and unrealized (gains) losses included in Net income (loss) 1 Purchases/ Issuances Sales/ Settlements Closing Balance at December 31, 2024 Net income (loss) on Level 3 Assets / Liabilities Outstanding at December 31, 2024 Other comprehensive income (loss) on Level 3 Assets / Liabilities Outstanding at December 31, 2024 Liabilities Accounts payable, accrued and other liabilities: Contingent consideration $ 11,929 $ 1,146 $ 12,333 $ ( 3,640 ) $ 21,768 $ 1,146 $ — _______________________________________ 1 Realized and unrealized gains (losses) are reported in “Other income (loss),” in the Company’s Consolidated Statements of Operations. 161 Table of Contents 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): Unrealized (gains) Losses for the period included in: Opening Balance as of January 1, 2023 Total realized and unrealized (gains) losses included in Net income (loss) 1 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 Liabilities Accounts payable, accrued and other liabilities: Contingent consideration $ 24,279 $ 1,442 $ 7,710 $ ( 21,502 ) $ 11,929 $ 835 $ — _______________________________________ 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 The following tables present quantitative information about the significant unobservable inputs utilized by the Company in the fair value measurement of Level 3 liabilities measured at fair value on a recurring basis (in thousands): Fair Value as of December 31, 2024 Assets Liabilities Valuation Technique Unobservable Inputs Range Weighted Average Discount rate 1 9.1 %- 9.2 % 9.1 % Contingent consideration $ — $ 21,768 Present value of expected payments Probability of meeting earnout and contingencies 20 %- 100 % 81.9 % 2 _______________________________________ 1 The discount rate is based on the Company’s calculated weighted-average cost of capital. 2 The probability of meeting the earnout targets was based on the acquirees’ projected future financial performance, including revenues. Fair Value as of December 31, 2023 Assets Liabilities Valuation Technique Unobservable Inputs Range Weighted Average Discount rate 1 7.2 %- 9.2 % 8.6 % Contingent consideration $ — $ 11,929 Present value of expected payments Probability of meeting earnout and contingencies 20 %- 100 % 86.5 % 2 _______________________________________ 1 The discount rate is based on the Company’s calculated weighted-average cost of capital. 2 The probability of meeting the earnout targets was based on the acquirees’ projected future financial performance, including revenues. Information About Uncertainty of Level 3 Fair Value Measurements The significant unobservable inputs used in the fair value of the Company’s contingent consideration are the discount rate and forecasted financial information. 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. 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. The undiscounted value of the payments, assuming that all contingencies are met, would be $ 30.4 million and $ 18.6 million as of December 31, 2024 and 2023, respectively. 162 Table of Contents Fair Value Measurements on a Non-Recurring Basis Pursuant to the recognition and measurement guidance for equity investments, equity investments carried under the measurement alternative are remeasured at fair value on a non-recurring basis to reflect observable transactions which occurred during the period. The Company applied the measurement alternative to equity securities with the fair value of approximately $ 136.1 million and $ 85.8 million, which were included in “Other assets” in the Company’s Consolidated Statements of Financial Condition as of December 31, 2024 and 2023, respectively. These investments are classified within Level 2 in the fair value hierarchy, because their estimated fair value is based on valuation methods using the observable transaction price at the transaction date. 13. Related Party Transactions In connection with the Corporate Conversion on July 1, 2023, the BGC Group Board and the Board of Directors of BGC Partners authorized the assumption of all agreements and arrangements between BGC Partners and any executive officer, director or affiliate of BGC Partners, with such modifications necessary to reflect the Corporate Conversion. Pursuant to the foregoing authorization, any existing agreements and arrangements between BGC Partners and any executive officer, director or affiliate of BGC Partners, were generally assumed unchanged other than making BGC Group a party thereto. Service Agreements Throughout Europe and Asia, the Company provides Cantor with administrative services, tec hnology services and other support, for which it charges Cantor based on the cost of providing such services plus a mark-up, generally 7.5 %. In the U.K., the Company provides these services to Cantor through Tower Bridge. The Company owns 52 % of Tower Bridge and consolidates it, and Cantor owns 48 %. Cantor’s interest in Tower Bridge is reflected as a component of “Noncontrolling interest in subsidiaries” in the Company’s Consolidated Statements of Financial Condition, and the portion of Tower Bridge’s income attributable to Cantor is included as part of “Net income (loss) attributable to noncontrolling interest in subsidiaries” in the Company’s Consolidated Statements of Operations. In the U.S., the Company provides Cantor with technology services for which it charges Cantor based on the cost of providing such services. The administrative services agreement provides that direct costs incurred are charged back to the service recipient. Additionally, the service recipient generally indemnifies the service provider for liabilities that it incurs arising from the provision of services, other than liabilities arising from fraud or willful misconduct of the service provider. In accordance with the administrative service agreement, the Company has not recognized any liabilities related to services provided to affiliates. 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 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. The Company is obligated to guarantee the obligations of Tower Bridge in the event of certain defaults under the applicable lease and ancillary arrangements. In July 2018, the Audit Committee also authorized management of the Company to enter into similar guarantees or provide other forms of credit support to Tower Bridge or other affiliates of the Company from time to time in the future in similar circumstances and on similar terms and conditions. For the years ended December 31, 2024, 2023 and 2022, the Company recognized related party revenues of $ 20.7 million, $ 16.0 million and $ 14.7 million, respectively, for the services provided to Cantor. These revenues are included as part of “Fees from related parties” in the Company’s Consolidated Statements of Operations. In the U.S., Cantor and its affiliates provide the Company with administrative services and other support for which Cantor charges the Company based on the cost of providing such services. 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. 163 Table of Contents 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. In connection with the Corporate Conversion on July 1, 2023, BGC Group, Cantor and certain affiliates of Cantor entered into an Amended and Restated U.S. Master Administrative Services Agreement and an Amended and Restated U.K. Master Administrative Services Agreement. 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. 164 Table of Contents Purchase of Futures Exchange Group 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 transaction has been accounted for as a transaction between entities under common control. 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 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 The Separation and Distribution Agreement sets forth certain agreements among BGC, Cantor, Newmark and their respective subsidiaries. As a result of the Separation, the limited partnership interests in Newmark Holdings were distributed to the holders of limited partnership interests in BGC Holdings, including Cantor, whereby each holder of BGC Holdings limited partnership interests at that time held a BGC Holdings limited partnership interest and a corresponding Newmark Holdings limited partnership interest, which is equal to a BGC Holdings limited partnership interest multiplied by the Contribution Ratio, divided by the Exchange Ratio. For additional information, see Note 2—“Limited Partnership Interests in BGC Holdings and Newmark Holdings.” Subsequent to the Spin-Off, there were remaining partners who held limited partnership interests in BGC Holdings who are Newmark employees, and there are remaining partners who hold limited partnership interests in Newmark Holdings who are BGC employees. These limited partnership interests represent interests that were held prior to the Newmark IPO or were distributed in connection with the Separation. Following the Newmark IPO, employees of BGC and Newmark only receive limited partnership interests in BGC Holdings 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 is contributed to and from Cantor, respectively. On November 30, 2018, BGC Partners caused its subsidiary, BGC Holdings, to distribute in the BGC Holdings Distribution pro rata all of the 1.5 million exchangeable interests of Newmark Holdings held by BGC Holdings immediately prior to the effective time of the BGC Holdings Distribution Date to its limited partners entitled to receive distributions on their BGC Holdings units who were holders of record of such units as of the Record Date (including Cantor and executive officers of BGC). The Newmark Holdings interests distributed to BGC Holdings partners in the BGC Holdings Distribution are exchangeable for shares of Newmark Class A common stock, and, in the case of the 0.4 million Newmark Holdings interests received by Cantor, also into shares of Newmark Class B common stock, at the current Exchange Ratio of 0.9279 shares of Newmark common stock per Newmark Holdings interest (subject to adjustment). 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. 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. 165 Table of Contents 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 The Company is authorized to enter into short-term arrangements with Cantor to cover any delivery failures in connection with U.S. Treasury securities transactions and to share equally in any net income resulting from such transactions, as well as any similar clearing and settlement issues. As of both December 31, 2024 and December 31, 2023, there were no Repurchase Agreements between the Company and Cantor. 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, 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. As a result, the Company is authorized to divide the quarterly allocation of any profit or loss relating to FX currency hedging between the Company and Cantor. The amount allocated to each party is based on the total net exposure for the Company and Cantor. 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, 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. 166 Table of Contents 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 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. The Company and Cantor are authorized to utilize each other’s brokers to provide brokerage services for securities not brokered by such entity, so long as, unless otherwise agreed, such brokerage services were provided in the ordinary course and on terms no less favorable to the receiving party than such services are provided to typical third-party customers. In August 2013, the Audit Committee authorized the Company to invest up to $ 350.0 million in an asset-backed commercial paper program for which certain Cantor entities serve as placement agent and referral agent. The program issues short-term notes to money market investors and is expected to be used by the Company from time to time as a liquidity management vehicle. The notes are backed by assets of highly rated banks. The Company is entitled to invest in the program so long as the program meets investment policy guidelines, including policies related to ratings. Cantor will earn a spread between the rate it receives from the short-term note issuer and the rate it pays to the Company on any investments in this program. This spread will be no greater than the spread earned by Cantor for placement of any other commercial paper note in the program. 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 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. 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. Receivables from and Payables to Related Broker-Dealers Amounts due to or from Cantor and Freedom, one of the Company’s equity method investments, are for transactional revenues under a technology and services agreement with Freedom, as well as for open derivative contracts. 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 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, 2024 and 2023, the Company had $ 0.1 million and $ 0.8 million in receivables from Cantor related to fails and pending trades. 167 Table of Contents Loans, Forgivable Loans and Other Receivables from Employees and Partners, Net The Company has entered into various agreements with certain BGC employees and, prior to the Corporate Conversion, partners whereby these individuals receive loans which may be either wholly or in part repaid from the distributions that the individuals receive on some or all of their LPUs in BGC Holdings and Newmark Holdings, prior to the Corporate Conversion, and by distributions that the individuals receive on some or all of their LPUs in Newmark Holdings and any dividends paid on participating RSUs and restricted stock awards, subsequent to the Corporate Conversion. Certain of these loans also may be either wholly or in part repaid from the proceeds of the sale of the BGC employees’ shares of BGC Class A common stock. In addition, certain loans may be forgiven over a period of time. The forgivable portion of these loans is recognized as compensation expense over the life of the loan. From time to time, the Company may also enter into agreements with employees to grant bonus and salary advances or other types of loans. These advances and loans are repayable in the timeframes outlined in the underlying agreements. As of December 31, 2024 and 2023, the aggregate balance of employee loans, net, was $ 360.1 million and $ 367.8 million, respectively, and is included as “Loans, forgivable loans and other receivables from employees and partners, net” in the Company’s Consolidated Statements of Financial Condition. Compensation expense for the above-mentioned employee loans for the years ended December 31, 2024, 2023 and 2022 was $ 59.4 million, $ 51.3 million and $ 49.5 million, respectively. The compensation expense related to these employee loans is included as part of “Compensation and employee benefits” in the Company’s Consolidated Statements of Operations. Interest income on the above-mentioned employee loans for the years ended December 31, 2024, 2023 and 2022 was $ 13.8 million, $ 15.1 million and $ 7.5 million, respectively. The interest income related to these employee loans is included as part of “Interest and dividend income” in the Company’s Consolidated Statements of Operations. CEO Program and Other Transactions with CF&Co As discussed in Note 7—“Stock Transactions and Unit Redemptions,” BGC Partners entered into the August 2022 Sales Agreement, and after the Corporate Conversion, BGC Group entered into the July 2023 Sales Agreement with CF&Co as the Company’s sales agent under the CEO Program. During both the years ended December 31, 2024 and 2023, the Company did no t sell any shares of Class A common stock under its CEO Program. For the years ended December 31, 2024, 2023 and 2022, the Company was no t charged for services provided by CF&Co related to the CEO Program with CF&Co. The net proceeds of any shares sold would be included as part of “Additional paid-in capital” in the Company’s Consolidated Statements of Financial Condition. The Company has engaged CF&Co and its affiliates to act as financial advisors in connection with one or more third-party business combination transactions as requested by the Company on behalf of its affiliates from time to time on specified terms, conditions and fees. The Company may pay finders’, investment banking or financial advisory fees to broker-dealers, including, but not limited to, CF&Co and its affiliates, from time to time in connection with certain business combination transactions, and, in some cases, the Company may issue shares of BGC Class A common stock in full or partial payment of such fees. On October 3, 2014, management was granted approval by the Board and Audit Committee to enter into stock loan transactions with CF&Co utilizing equities securities. Such stock loan transactions will bear market terms and rates. As of December 31, 2024 and 2023, the Company did not have any securities loaned transactions with CF&Co. On July 24, 2018, the Company issued an aggregate of $ 450.0 million principal amount of BGC Partners 5.375 % Senior Notes. The BGC Partners 5.375 % Senior Notes were general senior unsecured obligations of the Company. In connection with this issuance of the BGC Partners 5.375 % Senior Notes, the Company recorded approximately $ 0.3 million in underwriting fees payable to CF&Co. The Company also paid CF&Co an advisory fee of $ 0.2 million in connection with the issuance. 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. On September 27, 2019, the Company issued an aggregate of $ 300.0 million principal amount of BGC Partners 3.750 % Senior Notes. 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 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. 168 Table of Contents 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. Repurchases of Company Debt Securities, if any, are expected to reduce future cash interest payments, as well as future amounts due at maturity or upon redemption. Under the authorization, the Company may make repurchases of Company Debt Securities for cash from time to time in the open market or in privately negotiated transactions upon such terms and at such prices as management may determine. 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. 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 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. 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. Cantor holds such BGC Group 4.375 % Senior Notes as of December 31, 2024. On May 25, 2023, the Company issued an aggregate of $ 350.0 million principal amount of the BGC Partners 8.000 % Senior Notes. 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 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 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. 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. 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. If Cantor acquired any Cantor units as a result of the purchase or redemption by BGC Holdings of any FPUs, Cantor would be entitled to the benefits (including distributions) of such units it acquired from the date of termination or bankruptcy of the applicable Founding/Working Partner. On May 17, 2022, Cantor purchased from BGC Holdings an aggregate 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. On October 25, 2022, Cantor purchased from BGC Holdings an aggregate of 275,833 Cantor units for an aggregate consideration of $ 397,196 as a result of the redemption of 275,833 FPUs, and 77,507 Cantor units for aggregate consideration of $ 142,613 as a result of the exchange of 77,507 FPUs. 169 Table of Contents On April 16, 2023, Cantor purchased from BGC Holdings an aggregate of 533,757 Cantor units for an aggregate consideration of $ 1,051,080 as a result of the redemption of 533,757 FPUs, and 85,775 Cantor units for an aggregate consideration of $ 173,154 as a result of the exchange of 85,775 FPUs. On June 30, 2023, Cantor purchased from BGC Holdings an aggregate of 5,425,209 Cantor units for an aggregate consideration of $ 9,715,772 as a result of the redemption of 5,425,209 FPUs, and 324,223 Cantor units for an aggregate consideration of $ 598,712 as a result of the exchange of 324,223 FPUs. As of December 31, 2024, there were no FPUs in BGC Holdings remaining. 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 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. Any revenue or fees payable to Cantor attributable to SPAC Investment Banking Activities would be included as part of “Other revenues” and “Fees to related parties,” respectively, in the Company’s Consolidated Statements of Operations. 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. Windeatt. 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. Windeatt sold 474,808 shares of BGC Class A common stock to the Company. The sale price per share of $ 5.29 was the closing price of a share of BGC Class A common stock on September 21, 2023. The transaction was approved by the Audit Committee and the Compensation Committee of the Board and was made pursuant to the Company’s stock buyback authorization. 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. Merkel sold 150,000 shares of Class A common stock to BGC Partners at $ 4.21 per share, the closing price of a share of Class A common stock on June 2, 2023. The transaction was approved by the Audit and Compensation Committees of the Board of BGC Partners and was made pursuant to BGC Partners’ stock buyback authorization. 170 Table of Contents In connection with the Corporate Conversion, on May 18, 2023, the BGC Partners Compensation Committee approved the redemption of all of the non-exchangeable BGC Holdings units held by Mr. Merkel at that time. 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, and 148,146 NPPSU-CVs with a total determination amount of $ 681,250 and 33,585 PPSU-CVs with a total determination amount of $ 162,500 were redeemed for an aggregate cash payment of $ 843,750 . After deduction of shares of BGC Class A common stock to satisfy applicable tax withholding through the surrender of shares of BGC Class A common stock valued at $ 4.61 per share, Mr. Merkel received 196,525 net shares of Class A common stock. Since Mr. Lutnick had previously repeatedly waived his rights under the Standing Policy, as of May 18, 2023 his rights had accumulated for 7,879,736 non-exchangeable PSUs, and 103,763 non-exchangeable PPSUs with a determination amount of $ 474,195 . Due to the May 18, 2023 monetization of all of Mr. Merkel’s then-remaining non-exchangeable BGC Holdings units, on such date Mr. Lutnick received additional incremental monetization rights for his then-remaining 3,452,991 non-exchangeable PSUs, and 1,348,042 non-exchangeable PPSUs with a determination amount of $ 6,175,805 . In connection with the Corporate Conversion and as a result of the monetization event for Mr. Merkel, on May 18, 2023 Mr. Lutnick elected to exercise in full his monetization rights under the Standing Policy, which he had previously waived in prior years. All of the non-exchangeable BGC Holdings units that Mr. Lutnick held at that time were monetized as follows: 11,332,727 PSUs were redeemed for zero and 11,332,727 shares of Class A common stock were granted to Mr. Lutnick, and 1,451,805 PPSUs with an aggregate determination amount of $ 6,650,000 were redeemed for an aggregate cash payment of $ 6,650,000 . After deduction of applicable tax withholding through the surrender of shares of BGC Class A common stock valued at $ 4.61 per share, Mr. Lutnick received 5,710,534 net shares of Class A common stock. On May 18, 2023, Mr. Lutnick also exchanged his then-remaining 520,380 exchangeable PSUs for 520,380 shares of Class A common stock. After deduction of applicable tax withholding through the surrender of shares of Class A common stock valued at $ 4.61 per share, Mr. Lutnick received 232,610 net shares of Class A common stock. In addition, on May 18, 2023, Mr. Lutnick’s then-remaining 1,474,930 non-exchangeable HDUs were redeemed for a cash capital account payment of $ 9,148,000 , $ 2.1 million of which was paid by BGC Partners with the remainder paid by Newmark. As a result of the various transactions on May 18, 2023 described above, on May 18, 2023, Mr. Lutnick no longer held any limited partnership units of BGC Holdings. On April 18, 2023, Dr. Bell, a member of our Board, sold 21,786 shares of Class A common stock to the Company. The sale price per share of $ 4.59 was the closing price of a share of Class A common stock on April 18, 2023. 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 March 14, 2022, the Compensation Committee of BGC Partners approved the grant of exchange rights to Mr. Windeatt with respect to 135,514 non-exchangeable BGC Holdings LPU-NEWs and 27,826 non-exchangeable PLPU-NEWs (at the average determination price of $ 4.84 per unit). On August 11, 2022, the Company repurchased 135,514 exchangeable BGC Holdings LPU-NEWs held by Mr. Windeatt at the price of $ 4.08 per unit, which was the closing price of the BGC Class A common stock on August 11, 2022, and redeemed 27,826 exchangeable PLPU-NEWs held by Mr. Windeatt for $ 134,678 , less applicable taxes and withholdings. Mr. Windeatt 2023 Deed of Amendment On July 12, 2023, Mr. Windeatt executed the 2023 Deed of Amendment with the U.K. Partnership which amends his prior executed Deed of Adherence with the U.K. Partnership regarding the terms of his employment. Under the 2023 Deed of Amendment, the initial period of Mr. Windeatt’s membership in the U.K. Partnership was extended from September 30, 2025 to December 31, 2028. In addition, under the 2023 Deed of Amendment, commencing January 1, 2027, either party may terminate the Deed by giving written notice to the other party at least 24 months prior to the expiration of the initial period. Mr. Windeatt’s membership, unless terminated earlier in accordance with the terms of the Deed, will continue following December 31, 2028 on the same terms and conditions set forth in the Deed until written notice to terminate is provided and the 24-month notice period expires. Pursuant to the 2023 Deed of Amendment, Mr. Windeatt is also entitled to an increase in drawings from an aggregate amount of £ 600,000 per year to an aggregate amount of £ 700,000 per year effective January 1, 2023, which shall be reviewed by the Compensation Committee annually. Mr. Windeatt is also eligible for additional allocations of the U.K. Partnership’s profits, subject to the approval of the Compensation Committee. 171 Table of Contents In connection and in consideration for Mr. Windeatt’s execution of the 2023 Deed of Amendment, on July 10, 2023 the Company approved accelerating the vesting of 720,509 of the Company’s RSUs held by Mr. Windeatt (calculated based upon the closing price of the Company’s Class A common stock on July 10, 2023 which was $ 4.45 ) and the vesting of $ 780,333 of the RSU Tax Account held by Mr. Windeatt. 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 During the year ended December 31, 2015, the Company committed to make charitable contributions to the Cantor Fitzgerald Relief Fund in the amount of $ 40.0 million, which was included in “Other expenses” in the Company’s Consolidated Statements of Operations for the year ended December 31, 2015 and “Accounts payable, accrued and other liabilities” in the Company’s Consolidated Statements of Financial Condition. The Company fully paid the $ 40.0 million commitment during the third quarter of 2022. As of December 31, 2024 and 2023, the Company had an additional liability to the Cantor Fitzgerald Relief Fund and The Cantor Foundation (UK) for $ 13.2 million and $ 12.7 million, respectively, which included $ 9.5 million and $ 6.7 million of additional expense taken in September 2024 and 2023, respectively, above the original $ 40.0 million commitment. Other Transactions 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 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. 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 Company did not recognize any interest income on the subordinated loan subsequent to it being designated as a non-accrual loan in November 2022. As of December 31, 2022, the Company wrote off $ 0.6 million of the subordinated loan, which was recorded as part of “Other expenses” on the Company ’ s Consolidated Statements of Operations. During the fourth quarter of 2023, the Company received cash payment fully satisfying the remaining subordinated loan receivable of $ 0.4 million. The Company periodically acts as an intermediary to administer payments on behalf of related parties. 172 Table of Contents 14. Investments Equity Method Investments and Investments Carried Under the Measurement Alternative (in thousands) Percent Ownership 1 December 31, 2024 December 31, 2023 Advanced Markets Holdings 25 % $ 3,772 $ 4,481 China Credit BGC Money Broking Company Limited 33 % 23,242 21,277 Freedom International Brokerage 45 % 9,637 9,507 Other 2,424 2,857 Equity method investments $ 39,075 $ 38,122 Investments carried under measurement alternative 192 192 Total equity method and investments carried under measurement alternative $ 39,267 $ 38,314 _______________________________________ 1 Represents the Company’s voting interest in the equity method investment as of December 31, 2024 and 2023. The carrying value of the Company’s equity method investments was $ 39.1 million and $ 38.1 million as of December 31, 2024 and 2023, respectively, and is included in “Investments” in the Company’s Consolidated Statements of Financial Condition. The Company recognized gains of $ 8.4 million, $ 9.2 million and $ 10.9 million related to its equity method investments for the years ended December 31, 2024, 2023 and 2022, respectively. 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, 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. Summarized financial information for the Company’s equity method investments is as follows (in thousands): Year Ended December 31, 2024 2023 2022 Statements of operations: Total revenues $ 134,232 $ 111,242 $ 125,405 Total expenses 89,127 84,216 88,050 Income before income taxes $ 45,105 $ 27,026 $ 37,355 December 31, 2024 2023 Statements of financial condition: Cash and cash equivalents $ 73,519 $ 79,440 Fixed assets, net 2,168 1,900 Other assets 59,068 51,336 Total assets $ 134,755 $ 132,676 Other liabilities 71,222 81,898 Total partners’ capital 63,533 50,779 Total liabilities and partners’ capital $ 134,755 $ 132,677 See Note 13—“Related Party Transactions” for information regarding related party transactions with unconsolidated entities included in the Company’s Consolidated Financial Statements. 173 Table of Contents Investments Carried Under Measurement Alternative The Company has acquired equity investments for which it did not have the ability to exert significant influence over operating and financial policies of the investees. These investments are accounted for using the measurement alternative in accordance with the guidance on recognition and measurement. The carrying value of these investments as of both December 31, 2024 and 2023 was $ 0.2 million, and they are included in “Investments” in the Company’s Consolidated Statements of Financial Condition. The Company did no t recognize any gains, losses, or impairments relating to investments carried under the measurement alternative for the years ended December 31, 2024, 2023 and 2022. In addition, as of December 31, 2024 and 2023, the Company owns membership shares, which are included in “Other assets” in the Company’s Consolidated Statements of Financial Condition. These equity investments are accounted for using the measurement alternative in accordance with the guidance on recognition and measurement. 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 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 Investment Maximum Exposure to Loss Investment Maximum Exposure to Loss Variable interest entity 1 $ 674 $ 674 $ 2,857 $ 2,857 __________________ 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. The Company did not recognize any interest income on the subordinated loan subsequent to being designated as a non-accrual loan in November 2022. As of December 31, 2022, the Company had written off $ 0.6 million of the subordinated loan, which was recorded as part of “Other expenses” on the Company’s Consolidated Statements of Operations. As of December 31, 2023, the Company had received cash payment fully satisfying the remaining subordinated loan receivable of $ 0.4 million. Consolidated VIE 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. The consolidated VIE had total assets of $ 5.3 million and $ 9.5 million as of December 31, 2024 and 2023, respectively, which primarily consisted of clearing margin. There were no material restrictions on the consolidated VIE’s assets. The consolidated VIE had total liabilities of $ 1.2 million and $ 1.2 million as of December 31, 2024 and 2023, respectively. The Company’s exposure to economic loss on this VIE was $ 1.3 million and $ 5.7 million as of December 31, 2024 and 2023, respectively. 174 Table of Contents 15. Fixed Assets, Net Fixed assets, net consisted of the following (in thousands): December 31, 2024 December 31, 2023 Computer and communications equipment $ 112,463 $ 103,621 Software, including software development costs 401,040 360,047 Leasehold improvements and other fixed assets 108,303 99,034 621,806 562,702 Less: accumulated depreciation and amortization ( 431,794 ) ( 384,402 ) Fixed assets, net $ 190,012 $ 178,300 Depreciation expense was $ 21.9 million, $ 21.0 million and $ 22.3 million for the years ended December 31, 2024, 2023 and 2022, respectively. Depreciation is included as part of “Occupancy and equipment” in the Company’s Consolidated Statements of Operations. The Company has approximately $ 4.6 million and $ 5.9 million of asset retirement obligations related to certain of its leasehold improvements as of December 31, 2024 and 2023, respectively. The associated asset retirement cost is capitalized as part of the carrying amount of the long-lived asset. The liability is discounted and accretion expense is recognized using the credit adjusted risk-free interest rate in effect when the liability was initially recognized. For the years ended December 31, 2024, 2023 and 2022 software development costs totaling $ 42.4 million, $ 45.0 million, and $ 48.2 million, respectively, were capitalized. Amortization of software development costs totaled $ 40.1 million, $ 43.3 million and $ 37.1 million for the years ended December 31, 2024, 2023 and 2022, respectively. Amortization of software development costs is included as part of “Occupancy and equipment” in the Company’s Consolidated Statements of Operations. Impairment charges of $ 0.7 million, $ 3.1 million and $ 6.1 million were recorded for the years ended December 31, 2024, 2023 and 2022, respectively, related to the evaluation of capitalized software projects for future benefit and for fixed assets no longer in service. Impairment charges related to capitalized software and fixed assets are reflected in “Occupancy and equipment” in the Company’s Consolidated Statements of Operations. 16. Goodwill and Other Intangible Assets, Net The changes in the carrying amount of goodwill for the years ended December 31, 2024 and 2023 were as follows (in thousands): Goodwill Balance at December 31, 2022 $ 486,585 Acquisitions 19,901 Measurement period adjustments ( 1,493 ) Cumulative translation adjustment 1,351 Balance at December 31, 2023 $ 506,344 Acquisitions 35,466 Measurement period adjustments 707 Cumulative translation adjustment ( 2,227 ) Balance at December 31, 2024 $ 540,290 For additional information on Goodwill, see Note 4—“Acquisitions.” The Company completed its annual goodwill impairment testing during the fourth quarters of 2024 and 2023, respectively, which did not result in any goodwill impairment. See Note 3—“Summary of Significant Accounting Policies” for more information. 175 Table of Contents Other intangible assets consisted of the following (in thousands, except weighted-average remaining life): December 31, 2024 Gross Amount Accumulated Amortization Net Carrying Amount Weighted- Average Remaining Life (Years) Definite life intangible assets: Customer-related $ 256,374 $ 113,590 $ 142,784 10.8 Technology 23,997 23,997 — N/A Noncompete agreements 21,815 20,621 1,194 1.5 Patents 12,577 11,102 1,475 2.7 All other 19,937 6,711 13,226 12.1 Total definite life intangible assets 334,700 176,021 158,679 Indefinite life intangible assets: Trade names 79,570 — 79,570 N/A Licenses 2,207 — 2,207 N/A Domain name 454 — 454 N/A Total indefinite life intangible assets 82,231 — 82,231 N/A Total $ 416,931 $ 176,021 $ 240,910 December 31, 2023 Gross Amount Accumulated Amortization Net Carrying Amount Weighted- Average Remaining Life (Years) Definite life intangible assets: Customer-related $ 210,655 $ 97,401 $ 113,254 9.7 Technology 23,997 23,997 — N/A Noncompete agreements 20,892 19,322 1,570 2.2 Patents 11,950 10,703 1,247 2.9 All other 20,325 7,364 12,961 10.3 Total definite life intangible assets 287,819 158,787 129,032 9.6 Indefinite life intangible assets: Trade names 79,570 — 79,570 N/A Licenses 2,229 — 2,229 N/A Domain name 454 — 454 N/A Total indefinite life intangible assets 82,253 — 82,253 N/A Total $ 370,072 $ 158,787 $ 211,285 Intangible amortization expense was $ 19.6 million, $ 16.0 million and $ 15.7 million for the years ended December 31, 2024, 2023 and 2022, respectively. Intangible amortization is included as part of “Other expenses” in the Company’s Consolidated Statements of Operations. The Company completed its annual intangible impairment testing during the fourth quarter of 2024. There were no impairment charges for the Company’s definite and indefinite life intangibles for the years ended December 31, 2024, 2023 and 2022. See Note 3—“Summary of Significant Accounting Policies” for more information. 176 Table of Contents The estimated future amortization expense of definite life intangible assets as of December 31, 2024 is as follows (in millions): 2025 $ 21.2 2026 20.2 2027 15.9 2028 15.1 2029 11.4 2030 and thereafter 74.9 Total $ 158.7 17. 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 Group 3.750 % Senior Notes due October 1, 2024 — 254,814 BGC Partners 3.750 % Senior Notes due October 1, 2024 — 44,383 BGC Group 4.375 % Senior Notes due December 15, 2025 287,462 286,729 BGC Partners 4.375 % Senior Notes due December 15, 2025 11,824 11,800 BGC Group 8.000 % Senior Notes due May 25, 2028 344,620 343,852 BGC Partners 8.000 % Senior Notes due May 25, 2028 2,257 2,748 BGC Group 6.600 % Senior Notes due June 10, 2029 495,546 — Total Notes payable and other borrowings 1, 2 $ 1,337,540 $ 1,183,506 ______________________________________ 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) 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 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. 177 Table of Contents 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 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. Borrowings under this Revolving Credit Agreement bore interest at either LIBOR or a defined base rate plus additional margin. On December 11, 2019, BGC Partners entered into an amendment to the Revolving Credit Agreement. Pursuant to the amendment, the maturity date was extended to February 26, 2021. On February 26, 2020, BGC Partners entered into a second amendment to the Revolving Credit Agreement, pursuant to which, the maturity date was extended by two years to February 26, 2023. There was no change to the interest rate or the maximum revolving loan balance. On March 10, 2022, BGC Partners entered into an amendment and restatement of the senior unsecured revolving credit agreement, pursuant to which the maturity date was extended to March 10, 2025, the size of the credit facility was increased to $ 375.0 million, and borrowings under this agreement bear interest based on either SOFR or a defined base rate plus additional margin. On October 6, 2023, the Revolving Credit Agreement was amended to exclude the BGC Partners Notes from the restrictive covenant in the Revolving Credit Agreement limiting the indebtedness of subsidiaries, and BGC Group assumed all of the rights and obligations of BGC Partners under the Revolving Credit Agreement and has become the borrower thereunder. 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, 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. Senior Notes The BGC Group Notes and BGC Partners Notes are recorded at amortized cost. The carrying amounts and estimated fair values of the BGC Group Notes and BGC Partners Notes were as follows (in thousands): December 31, 2024 December 31, 2023 Carrying Amount Fair Value Carrying Amount Fair Value BGC Group 3.750 % Senior Notes due October 1, 2024 — — 254,814 249,722 BGC Partners 3.750 % Senior Notes due October 1, 2024 — — 44,383 43,464 BGC Group 4.375 % Senior Notes due December 15, 2025 287,462 285,556 286,729 276,569 BGC Partners 4.375 % Senior Notes due December 15, 2025 11,824 11,740 11,800 11,371 BGC Group 8.000 % Senior Notes due May 25, 2028 344,620 369,065 343,852 363,274 BGC Partners 8.000 % Senior Notes due May 25, 2028 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 $ 947,301 178 Table of Contents 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 On July 24, 2018, BGC Partners issued an aggregate of $ 450.0 million principal amount of BGC Partners 5.375 % Senior Notes. The BGC Partners 5.375 % Senior Notes were general senior unsecured obligations of BGC Partners. The BGC Partners 5.375 % Senior Notes bore interest at a rate of 5.375 % per year, payable in cash on January 24 and July 24 of each year, commencing January 24, 2019. The BGC Partners 5.375 % Senior Notes matured on July 24, 2023. Prior to maturity, BGC Partners was able to redeem some or all of the BGC Partners 5.375 % Senior Notes at any time or from time to time for cash at certain “make-whole” redemption prices (as set forth in the supplemental indenture related to the BGC Partners 5.375 % Senior Notes). If a “Change of Control Triggering Event” (as defined in the supplemental indenture governing the BGC Partners 5.375 % Senior Notes) occurred, holders could have required BGC Partners to purchase all or a portion of their notes for cash at a price equal to 101 % of the principal amount of the notes to be purchased plus any accrued and unpaid interest to, but excluding, the purchase date. The initial carrying value of the BGC Partners 5.375 % Senior Notes was $ 444.2 million, net of 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 and $ 25.5 million for the years ended December 31, 2023 and 2022, respectively. 3.750 % Senior Notes On September 27, 2019, BGC Partners issued an aggregate of $ 300.0 million principal amount of BGC Partners 3.750 % Senior Notes. The BGC Partners 3.750 % Senior Notes are general unsecured obligations of BGC Partners. The BGC Partners 3.750 % Senior Notes 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 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 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. 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. 179 Table of Contents 4.375 % Senior Notes On July 10, 2020, BGC Partners issued an aggregate of $ 300.0 million principal amount of BGC Partners 4.375 % Senior Notes. The BGC Partners 4.375 % Senior Notes are general unsecured obligations of BGC Partners. The BGC Partners 4.375 % Senior Notes bear interest at a rate of 4.375 % per year, payable in cash on June 15 and December 15 of each year, commencing December 15, 2020. The BGC Partners 4.375 % Senior Notes will mature on December 15, 2025. BGC Partners may redeem some or all of the BGC Partners 4.375 % Senior Notes at any time or from time to time for cash at certain “make-whole” redemption prices (as set forth in the supplemental indenture governing the BGC Partners 4.375 % Senior Notes). The initial carrying value of the BGC Partners 4.375 % Senior Notes was $ 296.8 million, net of discount and debt issuance costs of $ 3.2 million. The issuance costs are amortized as interest expense and the carrying value of the BGC Partners 4.375 % Senior Notes will accrete up to the face amount over the term of the notes. As discussed above, on October 6, 2023, pursuant to the Exchange Offer, $ 288.2 million aggregate principal amount of BGC Partners 4.375 % Senior Notes were exchanged for BGC Group 4.375 % Senior Notes and subsequently cancelled, and certain amendments to the indenture and supplemental indenture governing the BGC Partners 4.375 % Senior Notes became effective. The BGC Group 4.375 % Senior Notes will mature on December 15, 2025 and bear interest at a rate of 4.375 % per year, payable in cash on June 15 and December 15 of each year, commencing December 15, 2023. BGC Group may redeem some or all of the BGC Group 4.375 % Senior Notes at any time or from time to time for cash at certain “make-whole” redemption prices (as set forth in the supplemental indenture related to the BGC Group 4.375 % Senior Notes). If a “Change of Control Triggering Event” (as defined in the supplemental indenture related to the BGC Group 4.375 % Senior Notes) occurs, holders may require BGC Group to purchase all or a portion of their notes for cash at a price equal to 101 % of the principal amount of the notes to be purchased plus any accrued and unpaid interest to, but excluding, the purchase date. Following the closing of the Exchange Offer, $ 11.8 million aggregate principal amount of BGC Partners 4.375 % Senior Notes remained outstanding. Cantor participated in the Exchange Offer, and currently holds $ 14.5 million aggregate principal amount of BGC Group 4.375 % Senior Notes. The carrying value of the BGC Group 4.375 % Senior Notes was $ 287.5 million as of December 31, 2024. 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 $ 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 On May 25, 2023, BGC Partners issued an aggregate of $ 350.0 million principal amount of BGC Partners 8.000 % Senior Notes. The BGC Partners 8.000 % Senior Notes are general unsecured obligations of BGC Partners. The BGC Partners 8.000 % Senior Notes bear interest at a rate of 8.000 % per year, payable in cash on May 25 and November 25 of each year, commencing November 25, 2023. The BGC Partners 8.000 % Senior Notes will mature on May 25, 2028. BGC Partners may redeem some or all of the BGC Partners 8.000 % Senior Notes at any time or from time to time for cash at certain “make-whole” redemption prices (as set forth in the supplemental indenture governing the BGC Partners 8.000 % Senior Notes). The initial carrying value of the BGC Partners 8.000 % Senior Notes was $ 346.6 million, net of 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. On October 6, 2023, pursuant to the Exchange Offer, $ 347.2 million aggregate principal amount of BGC Partners 8.000 % Senior Notes were exchanged for BGC Group 8.000 % Senior Notes and subsequently cancelled, and certain amendments to the indenture and supplemental indenture governing the BGC Partners 8.000 % Senior Notes became effective. The BGC Group 8.000 % Senior Notes will mature on May 25, 2028 and bear interest at a rate of 8.000 % per year, payable in cash on May 25 and November 25 of each year, commencing November 25, 2023. BGC Group may redeem some or all of the BGC Group 8.000 % Senior Notes at any time or from time to time for cash at certain “make-whole” redemption prices (as set forth in the supplemental indenture related to the BGC Group 8.000 % Senior Notes). If a “Change of Control Triggering Event” (as defined in the supplemental indenture related to the BGC Group 8.000 % Senior Notes) occurs, holders may require BGC Group to purchase all or a portion of their notes for cash at a price equal to 101 % of the principal amount of the notes to be purchased plus any accrued and unpaid interest to, but excluding, the purchase date. 180 Table of Contents Following closing of the Exchange Offer, $ 2.8 million aggregate principal amount of the BGC Partners 8.000 % Senior Notes remained outstanding. In connection with the issuance of the BGC Partners 8.000 % Senior Notes, BGC Partners entered into a registration rights agreement providing for a future registered exchange offer by May 25, 2024 in which holders of the BGC Partners 8.000 % Senior Notes, issued in a private placement on May 25, 2023, could exchange such notes for new registered notes with substantially identical terms. Such registration rights agreement was terminated in connection with the closing of the Exchange Offer. The carrying value of the BGC Group 8.000 % Senior Notes was $ 344.6 million as of December 31, 2024. 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 $ 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 On April 8, 2019, BGC Partners entered into a $ 15.0 million secured loan arrangement, under which it pledged certain fixed assets as security for a loan. This arrangement incurred interest at a fixed rate of 3.77 % and matured on April 8, 2023, at which point the loan was repaid in full; therefore, there were no borrowings as of December 31, 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. This arrangement incurred interest at a fixed rate of 3.89 % and matured on April 19, 2023, at which point the loan was repaid in full; therefore, there were no borrowings as of December 31, 2024. 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. 181 Table of Contents Short-Term Borrowings On August 22, 2017, BGC Partners entered into a committed unsecured loan agreement with Itau Unibanco S.A. The agreement provided for short-term loans of up to $ 4.0 million (BRL 20.0 million). 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. 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. The agreement provided for an intra-day overdraft credit line up to $ 8.1 million (BRL 50.0 million). On August 20, 2021, the agreement was renegotiated, increasing the credit line to $ 9.7 million (BRL 60.0 million). On May 22, 2023 the agreement was renegotiated, increasing the credit line to $ 11.3 million (BRL 70.0 million). 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. BGC Partners recorded bank fees related to the agreement of $ 0.2 million, $ 0.2 million, and $ 0.2 million for each of the years ended December 31, 2024, 2023 and 2022, respectively. On January 25, 2021, BGC Partners entered into a committed unsecured loan agreement with Banco Daycoval S.A., which provided for short-term loans of up to $ 2.0 million (BRL 10.0 million) and was renegotiated on June 1, 2021. The amended agreement provided for short-term loans of up to $ 4.0 million (BRL 20.0 million). During September 2022, the borrowings under this agreement were repaid in full, and the loan was terminated on September 27, 2022. As of December 31, 2024 and 2023, there were no borrowings outstanding under the agreement. 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 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. 18. Compensation 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. 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 BGC Partners Equity Plan. 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. The BGC Group Equity Plan provides for a maximum of 600.0 million shares of BGC Class A common stock that may be delivered or cash settled pursuant to the exercise or settlement of awards granted under the plan. As of December 31, 2024, the limit on the aggregate number of shares authorized to be delivered allowed for the grant of future awards relating to 440.8 million shares. 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. 182 Table of Contents 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): Year Ended December 31, 2024 2023 2022 Issuance of common stock and grants of exchangeability $ 184,667 $ 171,646 $ 147,480 Allocations of net income and dividend equivalents 1 4,196 6,302 13,298 LPU amortization — 40,878 73,734 RSU, RSU Tax Account, and restricted stock amortization 180,280 136,552 16,559 Equity-based compensation and allocations of net income to limited partnership units and FPUs $ 369,143 $ 355,378 $ 251,071 _______________________________________ 1 Prior to the Corporate Conversion, certain LPUs generally received quarterly allocations of net income, including the Preferred Distribution, and were generally contingent upon services being provided by the unit holders. Subsequent to the Corporate Conversion, this includes dividend equivalents on participating securities, the Preferred Return on certain RSU Tax Accounts, and quarterly allocations of net income, including the Preferred Distribution to LPUs held by BGC employees in Newmark Holdings. Limited Partnership Units A summary of the activity associated with LPUs held by BGC employees is as follows (in thousands): BGC LPUs Newmark LPUs Balance at December 31, 2021 112,115 11,051 Granted 27,968 — Redeemed/exchanged units ( 24,623 ) ( 1,636 ) Forfeited units ( 5,112 ) ( 64 ) Balance at December 31, 2022 110,348 9,351 Granted 9,688 — Redeemed/exchanged units ( 119,812 ) ( 572 ) Forfeited units ( 224 ) — Balance at December 31, 2023 — 8,779 Granted — — Redeemed/exchanged units — ( 5,342 ) Forfeited units — ( 501 ) Balance at December 31, 2024 — 2,936 The LPUs table above includes both regular and Preferred Units. Preferred Units are not entitled to participate in partnership distributions other than with respect to the Preferred Distribution (see Note 2—“Limited Partnership Interests in BGC Holdings and Newmark Holdings” for further information on Preferred Units). Subsequent to the Corporate Conversion, there are still BGC employees who hold limited partnership interests in Newmark Holdings. 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 (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. The compensation expenses under GAAP related to the limited partnership interests are based on the company where the partner is employed. 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 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. 183 Table of Contents A summary of Newmark Holdings LPUs held by BGC employees is as follows (in thousands): Newmark LPUs Regular Units 2,036 Preferred Units 900 Balance at December 31, 2024 2,936 Issuance of Common Stock and Grants of Exchangeability Compensation expense related to the issuance of BGC or Newmark Class A common stock and grants of exchangeability on BGC Holdings (prior to the Corporate Conversion) and Newmark Holdings LPUs held by BGC employees is as follows (in thousands): Year Ended December 31, 2024 2023 2022 Issuance of common stock and grants of exchangeability $ 184,667 $ 171,646 $ 147,480 Prior to the Corporate Conversion, BGC LPUs held by BGC employees had become exchangeable or were redeemed for BGC Class A common stock on a one -for-one basis. Newmark LPUs held by BGC employees may become exchangeable or redeemed for a number of shares of Newmark Class A common stock equal to the number of limited partnership interests multiplied by the current Exchange Ratio. As of December 31, 2024, the Exchange Ratio was 0.9279 . A summary of the LPUs redeemed in connection with the issuance of BGC Class A common stock or Newmark Class A common stock (at the then-current Exchange Ratio) or granted exchangeability for BGC Class A common stock or Newmark Class A common stock (at the then-current Exchange Ratio) held by BGC employees is as follows (in thousands): Year Ended December 31, 2024 2023 2022 BGC Holdings LPUs — 25,711 29,363 Newmark Holdings LPUs 4,919 301 596 Total 4,919 26,012 29,959 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 Compensation expense related to the amortization of LPUs held by BGC is as follows (in thousands): Year Ended December 31, 2024 2023 2022 Stated vesting schedule $ — $ 40,848 $ 74,561 Post-termination payout — 30 ( 827 ) LPU amortization $ — $ 40,878 $ 73,734 184 Table of Contents Prior to the Corporate Conversion, there were certain LPUs that had a stated vesting schedule and did not receive quarterly allocations of net income. These LPUs generally vested between two and five years from the date of grant. 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. 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. These LPUs generally vested between two and five years from the date of grant. 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, 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 Compensation expense related to RSUs held by BGC employees is as follows (in thousands): Year Ended December 31, 2024 2023 2022 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 fair value amount in thousands): RSUs Weighted- Average Grant Date Fair Value Fair Value Amount Weighted- Average Remaining Contractual Term (Years) Balance at December 31, 2021 11,034 $ 3.87 $ 42,756 2.27 Granted 7,125 4.27 30,406 Delivered ( 4,858 ) 3.86 ( 18,743 ) Forfeited ( 1,255 ) 3.93 ( 4,933 ) Balance at December 31, 2022 12,046 $ 4.11 $ 49,486 2.42 Granted 68,732 4.12 283,418 Delivered ( 15,078 ) 4.14 ( 62,494 ) Forfeited ( 758 ) 4.48 ( 3,395 ) Balance at December 31, 2023 64,942 $ 4.11 $ 267,015 5.96 Granted 22,533 7.82 176,141 Delivered ( 13,142 ) 4.05 ( 53,185 ) Forfeited ( 1,835 ) 5.45 ( 9,997 ) Balance at December 31, 2024 72,498 $ 5.24 $ 379,974 4.58 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, 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. The Company uses historical data, including historical forfeitures and turnover rates, to estimate expected forfeiture rates for both employee and director RSUs. Each RSU is settled in one share of Class A common stock upon completion of the vesting period and conditions. 185 Table of Contents 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 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. Acquisitions 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 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; however, transferability is subject to compliance with BGC and its affiliates’ customary noncompete obligations. 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, 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. The fair value of these restricted stock awards held by BGC employees 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, 2024, 0.6 million of the total 7.3 million restricted stock awards 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. The Company uses historical data, including historical forfeitures and turnover rates, to estimate expected forfeiture rates for employee restricted stock awards. 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 $ 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. 186 Table of Contents 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 Weighted- Average Grant Date Fair Value Fair Value Amount Weighted- Average Remaining Contractual Term (Years) Balance at December 31, 2022 — $ — $ — N/A Granted 38,610 4.37 168,716 Delivered ( 9,329 ) 5.12 ( 47,763 ) Forfeited ( 1,328 ) 2.62 ( 3,485 ) 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 19. Commitments, Contingencies and Guarantees Contractual Obligations and Commitments The following table summarizes certain of the Company’s contractual obligations at December 31, 2024 (in thousands): Total Less Than 1 Year 1-3 Years 3-5 Years More Than 5 Years Debt and collateralized borrowings 1 $ 1,349,500 $ 500,000 $ — $ 849,500 $ — Operating leases 2 172,607 29,722 46,821 28,895 67,169 Finance leases 2 3,437 1,520 1,917 — — Interest on debt and collateralized borrowings 3 257,435 74,750 123,757 58,928 — Interest on Short-term borrowings 55 55 — — — One-time transition tax 4 11,382 6,962 4,420 — — Other 5 13,242 13,242 — — — Total contractual obligations $ 1,807,658 $ 626,251 $ 176,915 $ 937,323 $ 67,169 _______________________________________ 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; the carrying value of the BGC Group 6.600 % Senior Notes as of December 31, 2024 was approximately $ 495.5 million). 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 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 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. 187 Table of Contents 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. 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 April 26, 2027. 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. 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. 5 Other contractual obligations reflect commitments of $ 13.2 million to make charitable contributions, which are recorded as part of “Accounts payable, accrued and other liabilities” in the Company’s Consolidated Statements of Financial Condition. The amount payable each year reflects an estimate of future Charity Day obligations. The Company is obligated for minimum rental payments under various non-cancelable operating leases, principally for office space, expiring at various dates through 2039. Certain of the leases contain escalation clauses that require payment of additional rent to the extent of increases in certain operating or other costs. As of December 31, 2024, minimum lease payments under these arrangements are as follows (in thousands): Net Lease Commitment Operating leases Finance leases 2025 $ 29,722 $ 1,520 2026 24,078 1,290 2027 22,743 627 2028 16,390 — 2029 12,505 — 2030 and thereafter 67,169 — Total $ 172,607 $ 3,437 The lease obligations shown above are presented net of payments to be received under a non-cancelable sublease. There are no sublease payments to be received over the life of the agreement. In addition to the above obligations under non-cancelable operating leases, the Company is also obligated to Cantor for rental payments under Cantor’s various non-cancelable leases with third parties, principally for office space and computer equipment, expiring at various dates through 2039. Certain of these leases have renewal terms at the Company’s option and/or escalation clauses (primarily based on the Consumer Price Index). Cantor allocates a portion of the rental payments to the Company based on square footage used. The Company also allocates a portion of the rental payments for which it is obligated under non-cancelable operating leases to Cantor and its affiliates. These allocations are based on square footage used (see Note 13—“Related Party Transactions” for more information). Rent expense for the years ended December 31, 2024, 2023 and 2022 was $ 38.7 million, 41.5 million and $ 40.2 million, respectively. Rent expense is included as part of “Occupancy and equipment” in the Company’s Consolidated Statements of Operations. In the event the Company anticipates incurring costs under any of its leases that exceed anticipated sublease revenues, it recognizes a loss and records a liability for the present value of the excess lease obligations over the estimated sublease rental income. There was no liability for future lease payments associated with vacant space as of December 31, 2024, 2023 and 2022. 188 Table of Contents Contingent Payments Related to Acquisitions Since 2016, the Company has completed acquisitions whose purchase price included an aggregate of approximately 4.9 million shares of the Company’s Class A common stock (with an acquisition date fair value of approximately $ 22.5 million), 0.1 million LPUs (with an acquisition date fair value of approximately $ 0.2 million), 0.2 million RSUs (with an acquisition date fair value of approximately $ 1.2 million) and $ 68.0 million in cash that may be issued contingent on certain targets being met through 2029. The Company issued 1.6 million contingent shares of BGC Class A common stock and $ 5.0 million for acquisitions during 2024. 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. During the year ended December 31, 2023, the contingent cash consideration increased by approximately $ 0.6 million to $ 15.1 million in cash that may be paid due to an increase in probability of payout. As of December 31, 2024, the Company has issued 2.0 million shares of its Class A common stock, 0.2 million RSUs and paid $ 54.4 million in cash related to contingent payments for acquisitions completed since 2016. As of December 31, 2024, 2.6 million shares of the Company’s Class A common stock remain to be issued, and $ 7.1 million in cash remains to be paid, net of forfeitures and other adjustments, if the targets are met. The Company’s contingent considerations are classified as Level 3 liabilities. See Note 12—“Fair Value of Financial Assets and Liabilities” for additional information. Contingencies In the ordinary course of business, various legal actions are brought and are pending against the Company and its subsidiaries in the U.S. and internationally. In some of these actions, substantial amounts are claimed. The Company is also involved, from time to time, in reviews, examinations, investigations and proceedings by governmental and self-regulatory agencies (both formal and informal) regarding the Company’s businesses, operations, reporting or other matters, which may result in regulatory, civil and criminal judgments, settlements, fines, penalties, injunctions, enhanced oversight, remediation, or other relief. The following generally does not include matters that the Company has pending against other parties which, if successful, would result in awards in favor of the Company or its subsidiaries. Employment, Competitor-Related and Other Litigation From time to time, the Company and its subsidiaries are involved in litigation, claims and arbitrations in the U.S. and internationally, relating to, inter alia, various employment matters, including with respect to termination of employment, hiring of employees currently or previously employed by competitors, terms and conditions of employment and other matters. In light of the competitive nature of the brokerage industry, litigation, claims and arbitration between competitors regarding employee hiring are not uncommon. The Company is also involved, from time to time, in other reviews, investigations and proceedings by governmental and self-regulatory agencies (both formal and informal) regarding the Company’s businesses. Any such actions may result in regulatory, civil or criminal judgments, settlements, fines, penalties, injunctions, enhanced oversight, remediation, or other relief. Legal reserves are established in accordance with U.S. GAAP guidance on Accounting for Contingencies when a material legal liability is both probable and reasonably estimable. Once established, reserves are adjusted when there is more information available or when an event occurs requiring a change. The outcome of such items cannot be determined with certainty. The Company is unable to estimate a possible loss or range of loss in connection with specific matters beyond its current accruals and any other amounts disclosed. Management believes that, based on currently available information, the final outcome of these current pending matters will not have a material adverse effect on the Company’s financial condition, results of operations, or cash flows. Letter of Credit Agreements The Company has irrevocable uncollateralized letters of credit with various banks, where the beneficiaries are clearing organizations through which it transacts, that are used in lieu of margin and deposits with those clearing organizations. As of December 31, 2024 and 2023, the Company was contingently liable for $ 1.3 million and $ 1.4 million, respectively, under these letters of credit. 189 Table of Contents Risk and Uncertainties The Company generates revenues by providing financial intermediary and brokerage activities to institutional customers and by executing and, in some cases, clearing transactions for institutional counterparties. Revenues for these services are transaction-based. As a result, revenues could vary based on the transaction volume of global financial markets. Additionally, financing is sensitive to interest rate fluctuations, which could have an impact on the Company’s overall profitability. Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the FDIC maximum coverage limit of $250,000. 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 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). Insurance 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. The Company’s liability for claims incurred but not reported is determined based on an estimate of the ultimate aggregate liability for claims incurred. The estimate is calculated from actual claim rates and adjusted periodically as necessary. The Company has accrued $ 2.8 million and $ 3.7 million in health care claims as of December 31, 2024 and 2023, respectively. The Company does not expect health care claims to have a material impact on its financial condition, results of operations, or cash flows. Guarantees The Company provides guarantees to securities clearinghouses and exchanges which meet the definition of a guarantee under FASB interpretations. Under these standard securities clearinghouse and exchange membership agreements, members are required to guarantee, collectively, the performance of other members and, accordingly, if another member becomes unable to satisfy its obligations to the clearinghouse or exchange, all other members would be required to meet the shortfall. In the opinion of management, the Company’s liability under these agreements is not quantifiable and could exceed the cash and securities it has posted as collateral. However, the potential of being required to make payments under these arrangements is remote. Accordingly, no contingent liability has been recorded in the Company’s Consolidated Statements of Financial Condition for these agreements. 20. Income Taxes The Company’s Consolidated Financial Statements include U.S. federal, state and local income taxes on the Company’s allocable share of the U.S. results of operations, as well as taxes payable to jurisdictions outside the U.S. In addition, certain of the Company’s entities are taxed as U.S. 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). 190 Table of Contents The provision for income taxes consisted of the following (in thousands): Year Ended December 31, 2024 2023 2022 Current: U.S. federal $ 19,459 $ 19,297 $ 12,949 U.S. state and local 5,061 5,033 6,147 Foreign 95,149 54,787 34,506 UBT — 373 ( 390 ) 119,669 79,490 53,212 Deferred: U.S. federal ( 58,127 ) ( 41,491 ) ( 17,083 ) U.S. state and local ( 9,568 ) ( 14,989 ) ( 1,596 ) Foreign ( 2,059 ) ( 5,914 ) 3,971 UBT — 1,838 80 ( 69,754 ) ( 60,556 ) ( 14,628 ) Provision for income taxes $ 49,915 $ 18,934 $ 38,584 The Company had pre-tax income (loss) of $ 173.1 million, $ 57.7 million and $ 97.5 million for the years ended December 31, 2024, 2023 and 2022, respectively. The Company had pre-tax income (loss) from domestic operations of $( 143.2 ) million, $( 383.9 ) million and $( 286.8 ) million for the years ended December 31, 2024, 2023 and 2022, respectively. The Company had pre-tax income (loss) from foreign operations of $ 316.3 million, $ 441.6 million and $ 384.3 million for the years ended December 31, 2024, 2023 and 2022, respectively. Differences between the Company’s actual income tax expense and the amount calculated utilizing the U.S. federal statutory rates were as follows (in thousands): Year Ended December 31, 2024 2023 2022 Tax expense at federal statutory rate $ 36,360 $ 12,207 $ 20,584 Non-controlling interest 1,295 1,982 2,366 Incremental impact of foreign taxes compared to federal tax rate 5,847 3,838 8,122 Other permanent differences ( 2,153 ) 3,054 ( 10,105 ) U.S. state and local taxes, net of U.S. federal benefit ( 4,408 ) ( 4,778 ) ( 876 ) New York City UBT — — ( 1,071 ) Other rate changes 1,503 ( 862 ) 153 Impact of Corporate Conversion — ( 12,446 ) — Uncertain tax positions 304 ( 797 ) 3,496 U.S. tax on foreign earnings, net of tax credits ( 4,413 ) 12,388 4,808 Prior year adjustments 5,811 4,078 4,189 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 9,154 — — 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 191 Table of Contents As of December 31, 2024, the Company’s intention is to permanently reinvest undistributed foreign pre-tax earnings in the Company’s foreign operations. While the one-time transition tax eliminated most of the income tax effects of repatriating the undistributed earnings, there could still be foreign and state and local tax effects on the distribution. Accordingly, no provision has been recorded on foreign and state and local taxes that would be applicable upon distribution of such earnings to the U.S. Further, determination of an estimate of deferred tax liability associated with the distribution of foreign earnings is not practicable. 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. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recorded against deferred tax assets if it is deemed more likely than not that those assets will not be realized. Significant components of the Company’s deferred tax asset and liability consisted of the following (in thousands): Year Ended December 31, 2024 2023 Deferred tax asset Basis difference of investments $ 10,403 $ 23,522 Deferred compensation 114,680 90,270 Excess interest expense 90,404 55,040 Other deferred and accrued expenses 10,659 17,625 Depreciation and amortization 790 — Net operating loss and credit carry-forwards 58,084 43,426 Total deferred tax asset 1 285,020 229,883 Valuation allowance ( 24,422 ) ( 27,813 ) Deferred tax asset, net of valuation allowance 260,598 202,070 Deferred tax liability Depreciation and amortization — 10,618 Total deferred tax liability 1 — 10,618 Net deferred tax asset $ 260,598 $ 191,452 _______________________________________ 1 Before netting within tax jurisdictions. The Company has deferred tax assets associated with net operating losses in U.S. federal, state and local, and non-U.S. jurisdictions of $ 2.5 million, $ 5.4 million and $ 28.4 million, respectively. These losses will begin to expire for state and local and non-U.S. jurisdictions in 2036 and 2025, respectively. The Company has deferred tax assets associated with tax credits in the U.S. of $ 33.7 million, which will begin to expire in 2030. 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. GAAP guidance, Accounting for Uncertainty in Income Taxes , the Company provides for uncertain tax positions as a component of income tax expense based upon management’s assessment of whether a tax benefit is more likely than not to be sustained upon examination by tax authorities. 192 Table of Contents A reconciliation of the beginning to the ending amounts of gross unrecognized tax benefits for the years ended December 31, 2024 and 2023 is as follows (in thousands): Balance, December 31, 2022 $ 7,553 Increases for prior year tax positions — Decreases for prior year tax positions ( 884 ) Increases for current year tax positions — Decreases related to settlements with taxing authorities — Decreases related to a lapse of applicable statute of limitations — Balance, December 31, 2023 $ 6,669 Increases for prior year tax positions — Decreases for prior year tax positions — Increases for current year tax positions — Decreases related to settlements with taxing authorities — Decreases related to a lapse of applicable statute of limitations ( 2,025 ) Balance, December 31, 2024 $ 4,644 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 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 does not believe that the amounts of unrecognized tax benefits will materially change over the next 12 months. The Company recognizes interest and penalties related to unrecognized tax benefits in “Provision (benefit) for income taxes” in the Company’s Consolidated Statements of Operations. As of December 31, 2024, the Company had accrued $ 4.3 million for income tax-related interest and penalties of which $ 0.9 million was accrued during 2024. 21. Regulatory Requirements Many of the Company’s businesses are subject to regulatory restrictions and minimum capital requirements. These regulatory restrictions and capital requirements may restrict the Company’s ability to withdraw capital from its subsidiaries. Certain U.S. subsidiaries of the Company are registered as U.S. broker-dealers or FCMs subject to Rule 15c3-1 of the SEC and Rule 1.17 of the CFTC, which specify uniform minimum net capital requirements, as defined, for their registrants, and also require a significant part of the registrants’ assets be kept in relatively liquid form. As of December 31, 2024, the Company’s U.S. subsidiaries had net capital in excess of their minimum capital requirements. Certain U.K. 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. and European subsidiaries had financial resources in excess of their requirements. 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 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. The regulatory requirements referred to above may restrict the Company’s ability to withdraw capital from its regulated subsidiaries. As of December 31, 2024, the Company’s regulated subsidiaries held $ 751.0 million of net capital. These subsidiaries had aggregate regulatory net capital, as defined, in excess of the aggregate regulatory requirements, as defined, of $ 432.3 million. 193 Table of Contents 22. Segment and Geographic Information Segment Information 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 Revenues: Rates $ 686,342 $ 610,451 $ 549,503 ECS 483,232 386,206 291,665 FX 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 Expenses: 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 _______________________________________ 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. 194 Table of Contents 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 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): Year Ended December 31, 2024 2023 2022 Revenues: EMEA 1 $ 1,146,602 $ 1,022,988 $ 912,941 Americas 2 820,608 727,204 610,683 APAC 295,608 275,209 271,678 Total revenues $ 2,262,818 $ 2,025,401 $ 1,795,302 _______________________________________ 1 For the years ended December 31, 2024, 2023, and 2022, the U.K. accounted for 10 % or more of total revenues. U.K. 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. U.S. 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; fixed assets, net; ROU assets; certain other investments; 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: EMEA 1 $ 346,198 $ 385,210 Americas 2 261,297 225,950 APAC 81,276 75,496 Total long-lived assets $ 688,771 $ 686,656 _______________________________________ 1 As of December 31, 2024 and 2023, the U.K. accounted for 10 % or more of total long-lived assets. U.K. 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. U.S. long-lived assets as of December 31, 2024 and 2023 were $ 255.5 million and $ 220.1 million, respectively. 195 Table of Contents 23. Revenues from Contracts with Customers The following table presents the Company’s total revenues separated between revenues from contracts with customers and other sources of revenues (in thousands): Year Ended December 31, 2024 2023 2022 Revenues from contracts with customers: Commissions $ 1,648,817 $ 1,464,524 $ 1,281,294 Data, network and post-trade 126,963 111,470 96,389 Fees from related parties 20,728 15,968 14,734 Other revenues 16,104 15,417 14,275 Total revenues from contracts with customers 1,812,612 1,607,379 1,406,692 Other sources of revenues: Principal transactions 389,429 368,100 365,507 Interest and dividend income 56,223 45,422 21,007 Other revenues 4,554 4,500 2,096 Total revenues $ 2,262,818 $ 2,025,401 $ 1,795,302 See Note 3—“Summary of Significant Accounting Policies” for detailed information on the recognition of the Company’s revenues from contracts with customers. Disaggregation of Revenue See Note 22—“Segment and Geographic Information” for a further discussion on the allocation of revenues to geographic regions. Contract Balances The timing of the Company’s revenue recognition may differ from the timing of payment by its customers. The Company records a receivable when revenue is recognized prior to payment and the Company has an unconditional right to payment. Alternatively, when payment precedes the provision of the related services, the Company records deferred revenue until the performance obligations are satisfied. The Company had receivables related to revenues from contracts with customers of $ 324.2 million and $ 314.8 million at December 31, 2024 and December 31, 2023, respectively. The Company had no impairments related to these receivables during the years ended December 31, 2024 and 2023. The Company’s deferred revenue primarily relates to customers paying in advance or billed in advance where the performance obligation has not yet been satisfied. Deferred revenue at December 31, 2024 and 2023 was $ 20.0 million and $ 14.7 million, respectively. During the years ended December 31, 2024 and 2023, the Company recognized revenue of $ 12.9 million and $ 11.0 million, respectively, that was recorded as deferred revenue at the beginning of the period. Contract Costs The Company capitalizes costs to fulfill contracts associated with different lines of its business where the revenue is recognized at a point in time and the costs are determined to be recoverable. Capitalized costs to fulfill a contract are recognized at the point in time that the related revenue is recognized. The Company did no t have any capitalized costs to fulfill a contract as of December 31, 2024 and 2023. 196 Table of Contents 24. Leases The Company, acting as a lessee, has operating leases and finance leases primarily relating to office space, data centers and office equipment. The leases have remaining lease terms of 0.3 years to 14.6 years, some of which include options to extend the leases in 0.1 to 10 year increments for up to 15 years. Renewal periods are included in the lease term only when renewal is reasonably certain, which is a high threshold and requires management to apply judgment to determine the appropriate lease term. 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. Payments for leases in place before the date of adoption of ASC 842, Leases were determined based on previous leases guidance. The Company recognizes lease expense for its operating leases on a straight-line basis over the lease term and variable lease expense not included in the lease payment measurement is recognized as incurred. Interest expense on finance leases is recognized using the effective interest method over the lease term. Pursuant to the accounting policy election, leases with an initial term of twelve months or less are not recognized on the balance sheet. The short-term lease expense over the period reasonably reflects the Company’s short-term lease commitments. 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. If the Company has the right to obtain substantially all of the economic benefits from, and can direct the use of, the identified asset for a period of time, the Company accounts for the identified asset as a lease. The Company has elected the practical expedient to not separate lease and non-lease components for all leases other than real estate leases. 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 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 incremental borrowing rate for any new leases. The Company subleases certain real estate to its affiliates and to third parties. The value of these commitments is not material to the Company’s Consolidated Financial Statements. 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): Classification in Consolidated Statements of Financial Condition December 31, 2024 December 31, 2023 Assets Operating lease ROU assets Other assets $ 114,456 $ 124,165 Finance lease ROU assets Fixed assets, net $ 2,959 $ 4,264 Liabilities Operating lease liabilities Accounts payable, accrued and other liabilities $ 135,825 $ 149,640 Finance lease liabilities Accounts payable, accrued and other liabilities $ 3,249 $ 4,721 197 Table of Contents December 31, 2024 December 31, 2023 Weighted-average remaining lease term Operating leases (years) 6.8 7.3 Finance leases (years) 2.4 3.4 Weighted-average discount rate Operating leases 5.5 % 5.0 % Finance leases 4.4 % 4.3 % The components of lease expense are as follows (in thousands): Year Ended December 31, Classification in Consolidated Statements of Operations 2024 2023 2022 Operating lease cost 1 Occupancy and equipment $ 33,884 $ 35,894 $ 36,894 Finance lease cost Amortization on ROU assets Occupancy and equipment $ 1,305 $ 1,305 $ 753 Interest on lease liabilities Interest expense $ 168 $ 219 $ 116 ____________________________________ 1 Short-term lease expense was not material for the years ended December 31, 2024, 2023 and 2022. The following table shows the Company’s maturity analysis of its lease liabilities as of December 31, 2024 (in thousands): December 31, 2024 Operating leases Finance leases 2025 $ 29,722 $ 1,520 2026 24,078 1,290 2027 22,743 627 2028 16,390 — 2029 12,505 — 2030 and thereafter 67,169 — Total $ 172,607 $ 3,437 Interest ( 36,782 ) ( 188 ) Total $ 135,825 $ 3,249 The following table shows cash flow information related to lease liabilities (in thousands): Year Ended December 31, Cash paid for amounts included in the measurement of lease liabilities 2024 2023 Operating cash flows from operating lease liabilities $ 36,420 $ 37,008 Operating cash flows from finance lease liabilities $ 168 $ 219 Financing cash flows from finance lease liabilities $ 1,280 $ 1,228 198 Table of Contents 25. 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 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 Beginning Balance, January 1, 2022 $ 0.7 $ 1.7 $ — $ 2.4 Current-period provision for expected credit losses 4.7 0.8 7.0 12.5 Ending Balance, December 31, 2022 5.4 2.5 7.0 14.9 Current-period provision for expected credit losses ( 0.4 ) ( 0.2 ) 11.9 11.3 Ending Balance, December 31, 2023 5.0 2.3 18.9 26.2 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, 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. 199 Table of Contents 26. Supplemental Balance Sheet Information The components of certain balance sheet accounts are as follows (in thousands): Year Ended December 31, 2024 2023 Other assets: Deferred tax asset $ 273,299 $ 215,537 Operating lease ROU assets 114,456 124,165 Equity securities carried under measurement alternative 135,835 85,561 Other taxes 36,218 20,969 Prepaid expenses 20,186 17,003 Rent and other deposits 12,299 13,395 Other 12,639 20,025 Total other assets $ 604,932 $ 496,655 Year Ended December 31, 2024 2023 Accounts payable, accrued and other liabilities: Taxes payable $ 351,154 $ 293,525 Accrued expenses and other liabilities 176,811 182,388 Lease liabilities 139,074 154,361 Deferred tax liability 12,701 25,171 Charitable contribution liability 13,242 12,744 Total accounts payable, accrued and other liabilities $ 692,982 $ 668,189 27. Subsequent Events Fourth Quarter 2024 Dividend 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. 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. Mr. 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 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. 200 Table of Contents ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.