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and its consolidated subsidiaries.
−Removed: We are a leading global marketplace, data, and financial technology company that specializes in the trade execution of a broad range of products, including fixed income securities such as government bonds, corporate bonds, and other debt instruments, as well as related interest rate derivatives and credit derivatives.
−Removed: Additionally, we provide brokerage services across foreign exchange, energy, commodities, shipping, equities, and futures and options.
+Added: We are a leading global marketplace, data, and financial technology company across the ECS and financial markets.
+Added: We specialize in the brokerage and trade execution of a broad range of ECS products, including listed derivatives and physical commodities in the oil and refined, and environmental and energy transition, markets, as well as ship chartering.
+Added: Additionally, we provide brokerage services across fixed income securities such as government bonds and corporate bonds, as well as interest rate derivatives and credit derivatives, foreign exchange, equities and futures and options.
Our business also provides network and connectivity solutions, market data and related information services, and post-trade services.
Our integrated platform is designed to provide flexibility to customers with regard to price discovery, trade execution and transaction processing, as well as accessing liquidity through our platforms, for transactions executed either OTC or through an exchange.
−Removed: Through our electronic brands, we offer several trade execution, market infrastructure and connectivity services, as well as post-trade services.
+Added: Through our electronic brands, we offer multiple trade execution, market data and information services, market infrastructure and connectivity services, as well as post-trade services.
+Added: BGC and leading global investment banks and market making firms have partnered to create FMX, part of the BGC Group of companies, which includes a U.S.
+Added: interest rate futures exchange, a cash U.S.
+Added: Treasuries platform and spot foreign exchange platform.
Our clients include many of the world’s largest banks, broker-dealers, trading firms, hedge funds, governments, corporations, investment firms, commodity trading firms and end users, such as producers and consumers.
−Removed: 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.
−Removed: As of December 31, 2024, we had 2,161 brokers, salespeople, managers, technology professionals and other front-office personnel across our businesses.
+Added: BGC is a global operation with offices across all major geographies, including New York and London, as well as in Beijing, Bogota, Brisbane, Cape Town, Chicago, Copenhagen, Dubai, Dublin, Frankfurt, Geneva, Hong Kong, Houston, Johannesburg, Madrid, Manila, Melbourne, Mexico City, Miami, Milan, Monaco, Nyon, Palm Beach, Paris, Perth, Rio de Janeiro, Santiago, São Paulo, Seoul, Shanghai, Singapore, Sydney, Tel Aviv, Tokyo, Toronto, Wellington and Zurich.
+Added: As of December 31, 2025, we had 2,510 brokers, salespeople, managers, and other front-office personnel across our businesses.
Our business originated from Cantor, one of the oldest and most established inter-dealer and wholesale brokerage franchises in the financial intermediary industry.
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Treasury benchmark business and the name “eSpeed” to Nasdaq.
−Removed: In 2011, we also acquired and built up a commercial real estate services business called “Newmark,” which we spun-off to BGC’s stockholders in November 2018.
−Removed: In addition, we acquired and built-up an insurance brokerage business, which we sold in November 2021.
+Added: In 2011, we acquired and developed a commercial real estate services business called “Newmark,” which we spun-off to BGC’s stockholders in November 2018.
+Added: Additionally, we acquired an insurance brokerage business in 2017, which we developed and sold in November 2021.
We also acquired the Futures Exchange Group from Cantor in July 2021, which represents our futures exchange and related clearinghouse.
We have rebuilt our U.S.
−Removed: presence and have continued to expand our global footprint through the acquisition and integration of established brokerage companies and the hiring of experienced brokers.
+Added: presence and have continued to expand our global footprint through the acquisition and integration of established brokerage companies and the hiring of experienced brokers and technologists.
Through these actions, we have been able to expand our presence in key markets and position our business for sustained growth.
−Removed: Since 2015, our acquisitions have included GFI, Sunrise Brokers, Poten & Partners, Ginga Petroleum, the Futures Exchange Group, Trident, ContiCap, and Sage.
+Added: Since 2015, our acquisitions have included GFI, Sunrise Brokers, Poten & Partners, Ginga, the Futures Exchange Group, Trident, Open Energy, ContiCap, Sage, Macro Hive, OTC Global, and AMCOM.
Since the founding of eSpeed, we have continued to pioneer advances in electronic trading, market data, network and post-trade services across the wholesale capital markets.
−Removed: Fenics, BGC’s higher-margin technology-driven business, has grown significantly, supported by our investment in new trading technologies and platforms, as well as from trends of proliferating electronic execution across the capital markets and the demand for data services.
+Added: Fenics, BGC’s higher-margin technology-driven business, has grown significantly, supported by our investment and innovation in new trading technologies and platforms, as well as from trends of proliferating electronic execution across the capital markets and the demand for data services.
Fenics is the foundation for our Fully Electronic and associated Hybrid transactions across all asset classes.
Fenics’ offerings include Fully Electronic brokerage products and services, as well as offerings in data, network and post-trade services across the Company.
−Removed: Our Fully Electronic standalone platforms include FMX UST, FMX FX, PortfolioMatch, and Fenics GO, among others.
+Added: Our Fully Electronic standalone trading platforms include FMX UST, FMX FX, FMX Futures Exchange, and PortfolioMatch, among others.
Going forward, we expect Fenics to become an even more valuable part of BGC as it continues to grow.
On November 3, 2021, we announced FMX, which combined Fenics’ U.S.
−Removed: Treasury business with a state-of-the-art U.S.
−Removed: Rates futures platform.
+Added: Treasury and Foreign Exchange businesses with a state-of-the-art U.S.
+Added: Interest Rates futures exchange.
On January 22, 2024, FMX received CFTC approval to operate an exchange for U.S.
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On September 23, 2024, FMX Futures Exchange launched the trading of SOFR futures, the largest notional futures contract in the world.
+Added: On May 18, 2025, FMX Futures Exchange also launched the trading of U.S.
+Added: Treasury futures contracts, initially with 2-year and 5-year contracts.
Corporate Conversion
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BGC Group assumed all BGC Partners RSUs, RSU Tax Accounts or restricted stock awards outstanding as of June 30, 2023.
−Removed: Please refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operation—Overview and Business Overview—Corporate Conversion” for more information regarding the Corporate Conversion.
−Removed: Recent Board of Directors and Executive Officers Changes
−Removed: On February 18, 2025, Howard W.
+Added: Please refer to Part II, “Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operation—Overview and Business Overview—Corporate Conversion” for more information regarding the Corporate Conversion.
+Added: 2025 Board of Directors and Executive Officers Changes and Mr.
+Added: Howard Lutnick Divestiture
+Added: On February 18, 2025, Mr.
Lutnick was confirmed by the United States Senate as the 41st Secretary of Commerce.
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Howard Lutnick stepped down as Chairman of the Board and Chief Executive Officer of the Company.
−Removed: On February 18, 2025, the Company appointed Brandon Lutnick, son of Mr.
+Added: On February 18, 2025, the Company appointed Mr.
+Added: Brandon Lutnick, son of Mr.
Howard Lutnick, to serve as a member of the Board.
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Merkel to serve as a member of the Board and as Chairman of the Board.
−Removed: On February 18, 2025, the Company appointed John A.
−Removed: Abularrage, JP Aubin, and Sean A.
−Removed: Windeatt as Co-Chief Executive Officers of the Company and as the Principal Executive Officers of the Company.
−Removed: Howard Lutnick has agreed to divest his interests in BGC to comply with U.S.
−Removed: 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.
−Removed: Recent Developments
−Removed: On March 18, 2024, the Company joined the S&P SmallCap 600 Index.
−Removed: The S&P SmallCap 600 is designed to track the performance of the small-cap sector of the U.S.
−Removed: stock market.
+Added: On February 18, 2025, the Company appointed Messrs.
+Added: Abularrage, JP Aubin, and Sean Windeatt as Co-Chief Executive Officers of the Company and as the Co-Principal Executive Officers of the Company.
+Added: On October 6, 2025, Mr.
+Added: Howard Lutnick completed the divestiture of his holdings in the Company, Cantor and CFGM in compliance with U.S.
+Added: government ethics rules, including through the sale of all of the voting shares of CFGM and outstanding equity interests in various entities and family trusts that hold our common stock to trusts controlled by Mr.
+Added: Brandon Lutnick, and the sale of all of our Class B common stock held directly by him to Cantor.
+Added: See “Our Organizational Structure—2025 Mr.
+Added: Howard Lutnick Divestiture Events and Lutnick Family Voting and Transfer Agreement” and Note 13—“Related Party Transactions” to our accompanying financial statements for more information.
Overview of Our Products and Services
Financial Brokerage
−Removed: While Voice and Hybrid brokerage revenues still represent the majority of BGC’s overall revenues, we continue to convert our Voice and Hybrid brokerage business to our higher margin, technology-driven Fenics business, which has grown to represent 25% of total BGC revenues during the fourth quarter and the year ended 2024.
−Removed: Over the past several years, we have invested in, and developed, new state-of-the-art trading platforms, including FMX UST, FMX FX, FMX Futures Exchange, PortfolioMatch, and Fenics GO, across Rates, FX, Equities, and Credit, respectively.
+Added: While Voice and Hybrid brokerage revenues still represent the majority of BGC’s overall revenues, we continue to convert our Voice and Hybrid brokerage business to our higher margin, technology-driven Fenics business, which represented 21.7% and 22.4% of total BGC revenues during the fourth quarter and the year ended December 31, 2025, respectively.
+Added: Over the past several years, we have invested in, and developed, new state-of-the-art trading platforms, including FMX UST, FMX FX, FMX Futures Exchange, and PortfolioMatch.
We have also invested in, and deployed, trading technology solutions across our entire business, including our Voice and Hybrid brokerage desks, with an aim to increase our broker productivity and to accelerate trends of electronic conversion.
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Desks are categorized as “Fenics Integrated” if they utilize sufficient levels of technology such that significant amounts of their transactions can be or are executed without broker intervention and have expected pre-tax margins of at least 25%.
−Removed: • Fenics Growth Platforms includes FMX UST, FMX FX, FMX Futures Exchange, Lucera, PortfolioMatch, Fenics GO, and our other newer standalone platforms.
+Added: • Fenics Growth Platforms includes FMX UST, FMX FX, FMX Futures Exchange, Lucera, PortfolioMatch, and our other newer standalone platforms.
Revenues generated from data, network and post-trade attributable to Fenics Growth Platforms are included within their related businesses.
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interest rate futures by combining FMX’s U.S.
−Removed: Treasury business with our state-of-the-art FMX Futures Exchange.
−Removed: For more information about FMX, see “Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations – Overview and Business Environment.”
+Added: Treasury and Foreign Exchange businesses with our state-of-the-art FMX Futures Exchange.
+Added: For more information about FMX, see Part II, “Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations – Overview and Business Environment.”
ECS Brokerage
−Removed: We provide brokerage services for most widely traded energy and commodities products, including futures and OTC products covering refined and crude oil, power and electricity, natural gas, liquefied natural gas, environmental and emissions products, weather derivatives, base metals, coal and soft commodities.
+Added: We provide brokerage services for the most widely traded energy and commodities products, including futures and OTC products covering refined and crude oil, power and electricity, natural gas, liquefied natural gas, environmental and emissions products, weather derivatives, base metals, coal and soft commodities.
We also provide brokerage services associated with the shipping of certain energy and commodities products.
Over the past few years, we have expanded our ECS business through strategic acquisitions, hires, and organic growth.
−Removed: In March 2019, we acquired Ginga Petroleum, which provides a comprehensive range of brokerage services for physical and derivative energy products including naphtha, liquefied petroleum gas, fuel oil, biofuels, middle distillates, petrochemicals and gasoline.
−Removed: In November 2019, we expanded our shipping brokerage services through our acquisition of Poten & Partners, a leading shipping brokerage, consulting and business intelligence firm specializing in liquefied natural gas, tanker and liquefied petroleum gas markets.
−Removed: Founded over 80 years ago and with 160 employees worldwide, Poten & Partners provides its clients with valuable insight into the international oil, gas and shipping markets.
In February 2023, we acquired Trident, which specializes in environmental products, and OTC and exchange traded energy products.
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The launch of this business highlights BGC’s commitment to expand and explore new opportunities across the global energy and commodities space.
−Removed: In October 2024, we acquired Sage, an energy and environmental brokerage firm, and announced we entered into a definitive agreement to acquire OTC Global, the largest global independent institutional energy and commodities brokerage firm.
+Added: In October 2024, we completed the acquisition of Sage, an energy and environmental brokerage firm, which expanded our energy brokerage services in the U.S.
+Added: and supported our global growth efforts across ECS.
+Added: Sage specializes in refined products, biofuels, ethanol, carbon emissions, renewables, natural gas liquids and petrochemicals brokerage services.
+Added: In April 2025, we completed the acquisition of OTC Global, an energy and commodities brokerage firm.
+Added: OTC Global’s brokerage services include crude and refined products, petrochemicals, natural gas, ship brokerage, and biofuels, amongst others.
+Added: The completion of this acquisition marked a transformative step for BGC that established our Company as the world’s largest energy, commodities, and shipping broker by revenue as of December 31, 2025.
+Added: OTC Global’s product suite and client base are highly complementary to BGC’s existing ECS business and has created a comprehensive platform to serve the global energy and commodities market.
+Added: In December 2025, we completed the acquisition of AMCOM, which specializes in the trading of agricultural commodities associated with food and alternative fuel feedstocks.
+Added: The acquisition further expanded our ECS asset class, rounding out our biofuel business.
Brokerage Categories
The following table identifies some of the key products that we broker, inclusive of those discussed above:
−Removed: Interest Rate Swaps, Interest Rate Options, Listed Rates Products, U.S.
−Removed: Treasuries, European Government Bonds, Other Global Government Bonds, Repurchase Agreements, Money Markets, Agency Fixed Income
−Removed: Corporate Bonds, High Yield Bonds, Emerging Market Bonds, Index CDS, Single Name CDS, Exotic Credit Derivatives, Asset-Backed Securities, Loans, Structured Products
+Added: Category Product Type
+Added: Environmental & Energy Transition Products, Oil & Refined Products, Shipping & Freight Brokerage, and Commodities & Metals
+Added: Government Bonds, OTC Interest Rate Derivatives, Listed Interest Rate Futures & Options, Inflation Products, Repurchase Agreements, Money Market Instruments
Foreign Exchange
−Removed: Foreign Exchange Options, Spot FX, FX Forward, Non-Deliverable Forwards, Precious Metals
−Removed: Environmental/Emission Products, Weather Derivatives, Energy & Petrochemical Consulting, Shipping Brokerage, Power, Liquefied Natural Gas, Natural Gas, Base Metals, Dry Bulk (Coal & Iron Ore), Oil, Soft & Agricultural Products
−Removed: OTC Equity Derivatives, Listed Equity Futures & Options, Delta One Product, Convertibles, Cash Equities
+Added: Spot FX, FX Forwards, Non-Deliverable Forwards, FX Options, Precious Metals
+Added: Corporate Bonds, Emerging Market Credit, Index & Single Name CDS, Exotic Credit Derivatives, Structured Products
+Added: OTC Equity Derivatives, Listed Equity Futures & Options, Delta One Product, Cash Equities
Certain trades in these key product types settle for clearing purposes with CF&Co, one of our affiliates.
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Technology Offerings
−Removed: Our data, network and post-trade offerings provide a range of trade lifecycle services which include market data and analytics services, infrastructure and connectivity solutions, and post-trade services, such as risk mitigation, matching, and other data, network and post-trade optimization services.
+Added: Our data, network and post-trade offerings provide a range of trade lifecycle services, which include market data and analytics services, network, infrastructure and connectivity solutions, and post-trade services, such as risk mitigation, matching, and other data, network and post-trade optimization services.
These businesses have highly recurring and compounding revenue bases, which are reported within our Fenics business.
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LumeFX® (distributed FX platform with managed infrastructure and software stack), LumeMarkets™ (multi-asset class aggregation platform), Connect™ (global SDN for rapid provisioning of connectivity to counter-parties), and Compute™ (on-demand, co-located compute services in key financial data centers).
−Removed: Through kACE 2 , our analytics brand, we offer derivative price discovery, pricing analysis, risk management and trading software used by approximately 227 client sites in over 23 countries.
−Removed: Our clients include mid-tier banks, financial institutions and corporate clients.
−Removed: Our Gateway module links our client base with their counterparties, trading venues and regulators, and provides automated order flow, straight through processing, data distribution and regulatory reporting.
−Removed: Our post-trade services include post-trade risk mitigation services that are designed to bring greater capital and operational efficiency to the global derivatives market.
−Removed: Our post-trade services assist clients in managing the growing cost of holding derivatives, while helping them to meet their regulatory mandates and promote sustainable growth and lower systemic risk and to improve resiliency in the industry.
+Added: Our post-trade services include post-trade risk mitigation services that are designed to bring greater capital and operational efficiency to the global FX derivatives market.
+Added: Additionally, our post-trade services assist clients in managing the growing cost of holding derivatives, while helping them to meet their regulatory mandates and promote sustainable growth and lower systemic risk and to improve resiliency in the industry.
+Added: On December 31, 2025, we sold kACE, our analytics brand, to smartTrade.
Industry Recognition
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Recent examples include:
−Removed: • Fenics Market Data named Americas Data and Analytics Vendor of the Year at the GlobalCapital Americas Derivatives Awards 2024
−Removed: • Fenics Market Data named Best Provider of Broker Market Data at the TradingTech Insight Awards Europe and USA 2024 for the second consecutive year
−Removed: • Fenics Market Data named Best Market Data Provider (Broker) at the Inside Market Data & Inside Reference Data Awards 2024 for the third year in a row
−Removed: • Fenics Market Data named Best Market Data Provider at the FX Markets Asia Awards 2024
−Removed: • Fenics GO named OTC Trading Venue of the Year at the GlobalCapital Americas Derivatives Awards 2024
−Removed: • Fenics GO named OTC Trading Venue of the Year at the Global and Americas Derivatives Awards 2024
−Removed: • BGC Group named OTC Trading Venue of the Year at the GlobalCapital Americas Derivatives Awards 2024
−Removed: • BGC Group named Interdealer Broker of the Year Europe and Asia at Global and Americas Derivatives Awards 2024
+Added: • Fenics Market Data named Americas Data and Analytics Vendor of the Year at the GlobalCapital Americas Derivatives Awards 2025 for the third consecutive year
+Added: • Fenics Market Data named Best Provider of Broker Market Data at the TradingTech Insight Awards Europe and USA 2025 for the third consecutive year
+Added: • Fenics GO named OTC Trading Venue of the Year at the Global and Americas Derivatives Awards 2025 for the second consecutive year
+Added: • Fenics Market Data named Best Market Data Provider at the Waters Technology Asia Awards 2025
+Added: • Fenics Market Data ranked No.
+Added: 1 at the Energy Software Rankings 2025
+Added: • Fenics Market Data named Europe & Asia Data and Analytics Vendor of the Year at the Global Capital Derivatives Awards 2025
Customers and Clients
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The tools in turn publish to a normalized, global market data distribution platform, allowing prices and rates to be distributed to our proprietary network, data vendor pages, secure websites and trading applications as indicative pricing.
−Removed: Inter-Dealer and Wholesale Trading Technology.
+Added: Trading Technology
We utilize sophisticated proprietary electronic trading platforms to provide execution and market data services to our customers.
−Removed: The services are available through our proprietary API, FIX and a multi-asset proprietary trading platforms, operating under brands including BGC Trader™, CreditMatch®, Fenics®, FMX™, GFI ForexMatch®, BGCForex™, BGCCredit™, BGCRates™, FMX FX™, FMX UST™, FMX NDF™, FMX Repo™, FenicsDirect™, Fenics GO®, MidFX™, and GBX®.
+Added: The services are available through our proprietary API, FIX and multi-asset proprietary trading platforms, operating under brands including BGCCredit™, BGCForex™, BGCRates™, BGC Trader™, CreditMatch®, Fenics®, FenicsDirect™, FMX™, FMX FX™, FMX NDF™, FMX Repo™, FMX UST™, GBX®, GFI ForexMatch®, and MidFX™.
These platforms support a wide and constantly expanding range of products and services, which include U.S.
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We encounter competition in all aspects of our business.
−Removed: Our existing and potential competitors include other wholesale financial brokerage and inter-dealer brokerage firms, energy, commodity and shipping brokerage firms, multi-dealer trading companies, financial technology companies, market data and information vendors, securities and futures exchanges, electronic communications networks, crossing systems, software companies, financial trading consortia, as well as business-to-business marketplace infrastructure companies.
+Added: Our existing and potential competitors include inter-dealer and wholesale financial brokerage firms, energy, commodity and shipping brokerage firms, multi-dealer trading companies, financial technology companies, market data and information vendors, securities and futures exchanges, electronic communications networks and trading platforms, crossing systems, software companies, financial trading consortia, as well as business-to-business marketplace infrastructure companies.
We compete primarily with other inter-dealer or wholesale financial brokers and energy, commodity and shipping brokers for market share, brokers, salespeople and suitable acquisition candidates.
−Removed: Inter-Dealer and Wholesale Financial Brokers
+Added: Wholesale Financial and Energy, Commodity and Shipping Brokerage Firms
We primarily compete with two publicly traded, diversified inter-dealer and wholesale financial brokers, TP ICAP and Tradition.
−Removed: Other competitors include Dealerweb, an inter-dealer and wholesale financial brokerage business within Tradeweb, Marex Group, which focuses on energy and commodities brokerage, and a number of private firms that tend to specialize in specific product areas or geographies.
−Removed: Demand for wholesale brokerage services is directly affected by the overall level of economic activity, international and domestic economic and political conditions, including central bank policies, broad trends in business and finance, including employment levels, the level and volatility of interest rates, changes in and uncertainty regarding tax laws and substantial fluctuations in the volume and price levels of securities transactions.
+Added: Other competitors include Dealerweb, an inter-dealer and wholesale financial brokerage business within Tradeweb and a number of private firms that tend to specialize in specific product areas or geographies.
+Added: Additionally, we have significantly grown our presence in the energy, commodities and shipping markets, and are competing more with energy, commodity and shipping brokerage firms such as Marex Group PLC, StoneX Group, and Clarksons PLC.
+Added: Demand for wholesale brokerage services is directly affected by the overall level of economic activity, international and domestic economic and political conditions, including central bank policies, broad trends in business and finance, including employment levels, the level and volatility of interest rates and foreign exchange rates, changes in and uncertainty regarding tax laws and substantial fluctuations in the volume and price levels of securities transactions.
Other significant factors affecting competition in the brokerage industry are the quality and ability of professional personnel, the depth and pricing efficiency of the markets in which the brokers transact, the strength of the technology used to service and execute on those markets and the relative prices of products and services offered by the brokers and by competing markets and trading processes.
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Growth in new trading venues has led to fragmentation of liquidity across the financial markets.
−Removed: Our network solutions business helps aggregate liquidity and connect counterparties across these marketplaces.
+Added: Our network solutions business, Lucera, helps aggregate liquidity and connect counterparties across these marketplaces.
We compete with other market infrastructure and connectivity providers, such as Pico, ION Group and Bloomberg.
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However, we believe that when a product goes from OTC to exchange-traded, the underlying or related OTC market often continues to experience growth in line with the growth of the exchange-traded contract.
−Removed: In addition, ICE operates both regulated exchanges and OTC execution services, and in the latter, it competes directly with inter-dealer and wholesale financial brokers in energy, commodities, and credit products.
+Added: For example, ICE operates both regulated exchanges and OTC execution services, and in the latter, it competes directly with inter-dealer and wholesale financial brokers in energy, commodities, and credit products.
ICE entered these OTC markets primarily by acquiring independent OTC brokers.
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interest rates products, including our FMX UST platform and FMX Futures Exchange as well as in foreign exchange products.
−Removed: We believe that it is likely ICE, CME, or other exchange operators may seek to compete with us in the future by acquiring other such brokers, by creating listed products designed to mimic OTC products, or through other means.
−Removed: In addition to exchanges, other electronic trading platforms which primarily operate in the dealer-to-client markets, including those run by MarketAxess and Tradeweb, now compete with us in the inter-dealer markets.
+Added: We believe that it is likely ICE, CME, or other exchange operators compete and may seek to compete with us in the future by acquiring other such brokers, by creating listed products designed to mimic OTC products, or through other means.
+Added: In addition to exchanges, other electronic trading platforms which primarily operate in the institutional markets, including those run by MarketAxess and Tradeweb, now compete with us in the inter-dealer markets.
At the same time, we have begun to offer an increasing number of our products and services to the customers of firms like MarketAxess and Tradeweb.
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LSEG is Tradeweb’s single largest shareholder.
−Removed: Although Tradeweb operates primarily as a dealer to customer platform, some of its offerings include a voice and electronic inter-dealer platform.
−Removed: Tradeweb’s management has previously said that it would like to further expand into other inter-dealer markets, and in June 2021, it acquired Nasdaq’s U.S.
+Added: Although Tradeweb operates primarily as an institutional platform, some of its offerings include a voice and electronic wholesale platform.
+Added: Tradeweb’s management has previously said that it would like to further expand into other wholesale markets, and in June 2021, it acquired Nasdaq’s U.S.
fixed income electronic trading platform, formerly known as eSpeed.
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Traditionally, the financial markets around the world generally experience lower volume during the late summer and toward the end of the year due to a slowdown in the business environment around holiday seasons.
−Removed: Therefore, our revenues tend to be strongest in the first quarter and lowest in the second half of the year.
−Removed: For the year 2024, we earned approximately 25.6% of our revenues in the first quarter, while in 2023 we earned 26.4% of our revenues in the first quarter.
+Added: Therefore, absent the impact of acquisitions, our revenues tend to be strongest in the first quarter and lowest in the second half of the year.
+Added: In fiscal year 2025, we earned approximately 22.6% of our revenues in the first quarter.
+Added: Excluding OTC Global, which we acquired on April 1, 2025, from our 2025 results, first quarter revenues represented approximately 25.6% of our total revenues for fiscal year 2025.
+Added: In fiscal year 2024, we earned approximately 25.6% of our revenues in the first quarter.
The financial services industry in the United States is subject to extensive regulation under both federal and state laws.
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persons for “made available to trade” products and a wide range of other rules relating to the execution and clearing of derivative products have been implemented.
−Removed: We also own ELX, which became a dormant contract market on July 1, 2017, and in July 2021, we completed the purchase of the CX Futures Exchange (now FMX Futures Exchange) from Cantor, which represents our futures exchange and related clearinghouse.
+Added: In July 2021, we completed the purchase of the CX Futures Exchange (now FMX Futures Exchange) from Cantor, which represents our futures exchange and related clearinghouse.
These rules require authorized execution facilities to maintain robust front-end and back-office IT capabilities and to make large and ongoing technology investments.
−Removed: These execution facilities may be supported by a variety of Voice and auction-based execution methodologies, and our Hybrid and Fully Electronic trading capability have performed strongly in this regulatory environment.
+Added: These execution facilities may be supported by a variety of Voice and auction-based execution methodologies, and our Hybrid and Fully Electronic trading capabilities have performed strongly in this regulatory environment.
On June 25, 2020, the CFTC approved a final rule prohibiting post-trade name give-up for swaps executed, prearranged or pre-negotiated anonymously on or pursuant to the rules of a SEF and intended to be cleared.
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The FCA’s recent focus has been on financial and operational resilience, and promoting market integrity.
−Removed: Currently, we have subsidiaries regulated by the FCA (some include BGC Brokers L.P., GFI Securities Limited, and GFI Brokers Limited).
+Added: Currently, we have subsidiaries regulated by the FCA (some include BGC Brokers L.P.
+Added: and GFI Securities Limited).
From time to time, we have been and are subject to periodic examinations, inspections and investigations, including periodic risk assessment and related reviews of our U.K.
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When acquiring control of regulated entities, we may be required to obtain the consent of their applicable regulator.
−Removed: The FCA has in the past developed a practice of requiring senior officers of regulated firms to provide individual attestations or undertakings as to the status of a firm’s control environment, compliance with specific rules and regulations, or the completion of required tasks.
−Removed: Officers of BGC Brokers L.P.
−Removed: and GFI Brokers Limited have previously given such attestations or undertakings and may do so again in the future.
−Removed: Similarly, the FCA can seek a voluntary requirement notice, which is a voluntary undertaking on behalf of a firm that is made publicly available on the FCA’s website.
The SMCR came into effect in the U.K.
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The ongoing adoption of these rules could restrict the ability of our large bank and broker-dealer customers to operate proprietary trading businesses and to maintain current capital market exposures under the present structure of their balance sheets, and will cause these entities to need to raise additional capital in order to stay active in our marketplaces.
−Removed: Meanwhile, global “Basel IV” standards are expected be adopted in the years to come.
+Added: Meanwhile, global “Basel IV” standards are expected to be adopted in the years to come.
Much of our global derivatives volumes continue to be executed by non-U.S.
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MiFID II has also introduced a new regulated execution venue category called an OTF that captures much of the voice-and hybrid-oriented trading in the EU.
−Removed: Much of our existing EU derivatives and fixed income execution business now take place on OTFs.
+Added: Much of our existing EU derivatives and fixed income execution business now takes place on OTFs.
Further to its decision to leave the EU, the U.K.
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and EU member states.
−Removed: See “— Brexit” below.
Over the past few years, European policymakers have launched various reviews of post-financial crisis legislation, leading to legislative updates such as EMIR Regulatory Fitness and Performance and Capital Requirements Directive V.
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regulation from EU regulation has occurred since the implementation of Brexit.
−Removed: While we generally believe the net impact of the rules and regulations are positive for our business, it is possible that unintended consequences of the rules and regulations may materially adversely affect us in ways yet to be determined.
+Added: While we generally believe the net impact of the rules and regulations is positive for our business, it is possible that unintended consequences of the rules and regulations may materially adversely affect us in ways yet to be determined.
The Digital Operational Resilience Act (“DORA”) became effective as of January 17, 2025.
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DORA establishes technical standards that EU financial entities must implement by January 2025 and imposes requirements relating to risk management, reporting, and information and communications technology service provider oversight.
−Removed: The implementation of DORA in January 2025 represents a key delivery of the EU’s strategic initiatives and supervisors will assess compliance with DORA as part of their efforts to achieve the Union Strategic Supervisory Priorities (“USSPs”) broader strategic goals.
−Removed: For the rest of 2025 and into 2026, we expect National Competent Authorities (“NCAs”) will continue to implement and monitor the focus areas outlined in the USSPs, adjusting their supervisory approaches as necessary to address emerging risks and developments.
−Removed: On January 1, 2021, the U.K.
−Removed: formally left the EU and U.K.-EU trade became subject to a new agreement that was concluded in December of 2020.
−Removed: Financial services fall outside of the scope of this trade agreement.
−Removed: At the time the relationship was expected to be determined by a series of “equivalence decisions,” each of which would grant mutual market access for a limited subset of financial services where either party finds the other party has a regulatory regime that achieves similar outcomes to its own.
−Removed: In March 2021, the U.K.
−Removed: and EU agreed on a Memorandum of Understanding on Financial Services Regulatory Cooperation which creates a structure for dialogue but does not include commitments on equivalence.
−Removed: We implemented plans to ensure continuity of service in Europe and continue to have regulated offices in place in many of the major European markets.
−Removed: As part of our ongoing Brexit strategy, ownership of BGC Madrid, Copenhagen and Frankfurt and GFI Paris, Madrid and Dublin branches was transferred to Aurel BGC SAS (a French-based operation and therefore based in the EU) in July 2020.
−Removed: We have been generally increasing our footprint in the EU which includes the establishment of a new branch office of Aurel BGC SAS in Milan and an office in Monaco under a local Monaco subsidiary.
−Removed: Regardless of these and other mitigating measures, our European headquarters and largest operations are in London, and market access risks and uncertainties have had and could continue to have a material adverse effect on our customers, counterparties, business, prospects, financial condition and results of operations.
−Removed: Furthermore, in the future, the U.K.
−Removed: and EU’s regulation may diverge, which could disrupt and increase the costs of our operations, and result in a loss of existing levels of cross-border market access.
+Added: The implementation of DORA in January 2025 represents a key delivery of the EU’s strategic initiatives and supervisors will assess compliance with DORA as part of their efforts to achieve the Union Strategic Supervisory Priorities broader strategic goals.
Other Regulation
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Australia Australian Securities and Investments Commission and Australian Securities Exchange
−Removed: Bahrain The Central Bank of Bahrain
Brazil Brazilian Securities and Exchange Commission, the Central Bank of Brazil, BM&F BOVESPA and Superintendencia de Seguros Privados
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Dubai Financial Supervisory Authority
−Removed: France ACPR (L’Autorité de Contrôle Prudentiel et de Résolution), AMF (Autorité des Marchés Financiers)
+Added: France ACPR (L’Autorité de Contrôle Prudentiel et de Résolution)
Germany Bundesanstalt für Finanzdienstleistungsaufsicht (BAFIN)
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As an FCM, Mint Brokers is also subject to CFTC minimum capital requirements.
−Removed: BGCF, GFI Securities LLC, FMX Execution, LLC, Amerex Brokers LLC, Sage Refined Products, Liquidity Partners, IVG Energy Ltd.
−Removed: and Trident Brokerage Services LLC are registered as Introducing Brokers with the NFA.
+Added: BGCF, GFI Securities LLC, FMX Execution, LLC, Amerex Brokers LLC, Sage Refined Products, Liquidity Partners L.P., IVG Energy Ltd., EOX holdings LLC, Futures International LLC, OTC Futures LLC, and Trident Brokerage Services LLC are registered as Introducing Brokers with the NFA.
BGCF is also a member of the FICC, which imposes capital requirements on its members.
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Our international operations are also subject to capital requirements in their local jurisdiction.
−Removed: BGC Brokers L.P., GFI Brokers Limited, and GFI Securities Limited, which are based in the U.K., are currently subject to solo capital requirements established by the FCA’s Investment Firm Prudential Regime.
−Removed: In addition, BGC European Holdings LP is subject to the FCA’s consolidated capital requirements.
−Removed: The capital requirements of our French entities (and their EU branches) are predominantly set by ACPR and AMF.
−Removed: and EU authorities apply stringent provisions with respect to capital applicable to the operation of these brokerage firms, which vary depending upon the nature and extent of their activities.
+Added: BGC Brokers L.P., GFI Securities Limited, Oil Brokerage Limited and OTC Europe LLP, which are based in the U.K., are subject to solo capital and liquidity requirements established by the FCA’s Investment Firm Prudential Regime.
+Added: In addition, BGC European Holdings LP is subject to the FCA’s consolidated capital and liquidity requirements.
+Added: The capital and liquidity requirements of our French entities (and their EU branches) are predominantly set by ACPR.
+Added: and EU authorities apply stringent provisions with respect to capital and liquidity applicable to the operation of these brokerage firms, which vary depending upon the nature and extent of their activities.
In addition, the majority of our other foreign subsidiaries are subject to similar regulation by the relevant authorities in the countries in which they do business.
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in South Korea, BGC Capital Markets & Foreign Exchange Broker (Korea) Limited and GFI Korea Money Brokerage Limited;
−Removed: in the Philippines, GFI Group (Philippines) Inc., all have net capital requirements imposed upon them by local regulators.
+Added: and in the Philippines, GFI Group (Philippines) Inc., all have net capital requirements imposed upon them by local regulators.
In addition, the LCH (London International Financial Futures and Options Exchange/London Metal Exchange) clearing organization, of which BGC Brokers L.P.
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We strive to be exemplary corporate citizens and honor high ethical principles in our interactions with other businesses, our employees and the communities in which we live and work.
−Removed: As of December 31, 2024, we employed approximately 4,011 employees in 27 countries spread across five continents.
+Added: As of December 31, 2025, we employed approximately 4,560 employees in 26 countries spread across six continents.
Within this total, 99.4% of our employee base was comprised of full-time employees.
−Removed: Brokers, salespeople, managers, technology professionals and other front-office personnel across our business comprise approximately 2,161 employees, representing 53.9% of the total workforce.
−Removed: Approximately 29.8% of our brokers, salespeople, managers, technology professionals and other front-office personnel were based in the Americas, and approximately 50.1% were based in Europe, the Middle East and Africa, with the remaining approximately 20.0% based in the Asia-Pacific region.
+Added: Brokers, salespeople, managers, and other front-office personnel across our business comprise approximately 2,510 employees, representing 55.0% of the total workforce.
+Added: Approximately 29.0% of our brokers, salespeople, managers, and other front-office personnel were based in the Americas, and approximately 52.0% were based in Europe, the Middle East and Africa, with the remaining approximately 19.0% based in the Asia-Pacific region.
Various of our employees also work for Cantor and its affiliates and provide services to us pursuant to the Administrative Services Agreement and devote only a portion of their time to our business, and therefore have not been included in the counts above.
Generally, our employees are not subject to any collective bargaining agreements, except for certain of our employees based in our Latin American and European offices that are covered by the national, industry-wide collective bargaining agreements relevant to the countries in which they work.
−Removed: We have invested significantly in our human capital resources through acquisitions, and the hiring of new brokers, salespeople, managers, technology professionals and other front-office personnel.
+Added: We have invested significantly in our human capital resources through acquisitions, and the hiring of new brokers, salespeople, managers, and other front-office personnel.
The business climate for these acquisitions and recruitment has been competitive, and it is expected that these conditions will persist for the foreseeable future.
−Removed: We have been able to attract businesses and brokers, salespeople, managers, technology professionals and other front-office personnel to our platform as we believe they recognize that we have the scale, technology, experience and expertise to succeed.
+Added: We have been able to attract businesses and brokers, salespeople, managers, and other front-office personnel to our platform as we believe they recognize that we have the scale, technology, experience and expertise to succeed.
Human Capital Measures and Objectives
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We continually work to expand our trading across more products and geographical regions and to grow our Fully Electronic business while seeking to manage our human capital resources to maximize our profitability in the face of shifting demands and conditions.
+Added: We constantly manage our cost-base and may engage in cost-savings initiatives and restructurings in order to improve our margins.
Our key human capital measures and objectives include front-office employee headcount (described above) and average revenue per front-office employee.
As we continue to deepen the integration of Fenics technology solutions into our workflows, and convert more of our Voice and Hybrid businesses to our Fenics businesses, we expect our average revenue per front-office employee to continue to improve.
−Removed: As of December 31, 2024, our front-office revenue-generating headcount was approximately 2,161, up 2.7% from 2,104 a year ago due to acquisitions and investments made to broaden our existing product offerings.
−Removed: Compared to the prior year period, average revenue per front-office employee for the year ended December 31, 2024, increased by 6.3% to approximately $1.0 million, an all-time record.
−Removed: We constantly manage our cost-base and may engage in cost-savings initiatives and restructurings in order to improve our margins.
+Added: As of December 31, 2025, our front-office headcount was 2,510 brokers, salespeople, managers, and other front-office personnel, up 16.1% from 2,161 a year ago, primarily due to the acquisition of OTC Global.
+Added: Compared to the prior year, average revenue per front-office employee for the year ended December 31, 2025 increased by 16.4% to $1.2 million from $1.0 million.
We invest heavily in developing our technology and new products and services in order to drive increased front-office productivity and generate higher margins, in particular with respect to our Fenics businesses.
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We are committed to our people, our stockholders and the community as a whole.
−Removed: We have a variety of programs to incentivize and support our employees, from employee ownership to comprehensive benefits and training.
+Added: We have a variety of programs to incentivize and support our employees, from employee ownership to comprehensive benefits and learning and development.
We have a passionate commitment to charity.
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We continue to offer employee assistance programs and additional avenues for mental health consultation and wellness.
−Removed: Performance-Based and Highly Retentive Compensation Structure
−Removed: Many of our key brokers, salespeople, managers, technology professionals and other front office professionals have a substantial amount of their own capital invested in our business, aligning their interests with our stockholders.
−Removed: We believe that our emphasis on equity-based compensation promotes alignment of interest with shareholders, recruitment, and motivation of our brokers and employees.
+Added: Performance-Based and Retentive Compensation Structure
+Added: Many of our key brokers, salespeople, managers, and other front office professionals have a substantial amount of their own capital invested in our business.
+Added: We believe that our emphasis on equity-based compensation promotes alignment of interest with shareholders, recruitment, and motivation of our brokers and other employees, and encourages a collaborative culture that drives cross-selling and revenue growth.
Virtually all of our executives and front-office employees have equity stakes in the Company and generally receive grants of deferred equity as part of their compensation.
−Removed: We believe that having investments in us, our executives and key brokers and other employees feel a sense of responsibility for the health and performance of our business and have a strong incentive to maximize our revenues and profitability.
+Added: We believe that by having investments in us, our executives and key brokers and other employees feel a sense of responsibility for the health and performance of our business and have a strong incentive to maximize our revenues and profitability.
As of December 31, 2025, our employees, executive officers and directors individually owned approximately 5% of our equity, on a fully diluted basis.
−Removed: We currently issue RSUs, as well as other forms of equity-based compensation, to provide liquidity to our employees, to align the interests of our employees and management with those of common stockholders, to help motivate and retain key employees, and to encourage a collaborative culture that drives cross-selling and revenue growth.
−Removed: These awards contain vesting schedules which we consider to be highly retentive, that vary based upon compensation level and role, and in most cases are largely dependent upon continued service.
−Removed: We also enter into various agreements with certain of our employees whereby these individuals receive loans which may be either wholly or in part repaid from proceeds of the sales of the employees’ shares of BGC Class A common stock or may be forgiven over a period of time.
−Removed: We believe that these loans incentivize and promote retention of our employees.
−Removed: From time to time, the Company may also enter into agreements with employees to grant bonus and salary advances or other types of loans.
−Removed: These advances and loans are payable in the timeframes outlined in the underlying agreements.
−Removed: Retentive Nature of Equity Awards
−Removed: We consider our RSUs and restricted stock awards to be highly retentive due to the vesting and forfeiture provisions relating to these awards, which have long-term vesting provisions conditioned upon, among other things, continued service through the vesting date.
+Added: We currently issue RSUs, as well as other forms of equity-based compensation.
+Added: We consider our RSUs and restricted stock awards to be highly retentive due to the long-term vesting and forfeiture provisions relating to these awards.
+Added: These awards generally contain extended vesting schedules that vary based upon compensation level and role, which in most cases are largely dependent upon continued service through the vesting date of such awards.
+Added: From time to time, we may enter into various agreements with certain of our employees whereby these individuals may receive loans or bonus or salary advances under terms outlined in the underlying agreements.
+Added: We believe that these advances and loans incentivize and promote retention of our employees.
Compensation Recovery/Clawback Policy
−Removed: The Company has adopted a Clawback Policy for its executive officers, effective as of December 1, 2023, with retroactive applicability to October 2, 2023.
+Added: The Company has adopted a Clawback Policy for its executive officers.
The Clawback Policy applies to Incentive-Based Compensation.
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Examples include a range of career-oriented work experiences and internship programs, mentorship programs, and leadership development programs that are open to all.
−Removed: For example, the Rising Professionals League (“RPL”) was introduced to build upon the legacy of Cantor Fitzgerald by inspiring career growth professionally and socially while promoting a cohesive environment and positively impacting the community.
−Removed: RPL strives to instill a strong sense of inclusion and belonging for rising professionals through a variety of opportunities that promote professional development and support the community through acts of thoughtful service.
+Added: For example, the Rising Professionals League was introduced to build upon the legacy of Cantor Fitzgerald by inspiring career growth professionally and socially while promoting a cohesive environment and positively impacting the community.
+Added: The Rising Professionals League strives to instill a strong sense of inclusion and belonging for rising professionals through a variety of opportunities that promote professional development and support the community through acts of thoughtful service.
Employee Engagement, Communication, Career Management and Training and Development
We invest in our employees’ long-term development and engagement, by delivering training and development programs and fostering a culture where our people can thrive and maximize their potential.
−Removed: We require annual regulatory and mandatory training on various topics, including anti-money laundering and anti-crime, global sanctions, ethics, cyber-security and anti-harassment and anti-discrimination, among other topics.
−Removed: We also provide or support periodic job-specific and other developmental training for our employees so they can maximize their potential, as well as a tuition reimbursement program for eligible employees.
+Added: We require mandatory annual training in workplace respect and inclusion, and additional trainings on various topics including anti-money laundering, anti-crime, global sanctions, ethics, cybersecurity, anti-harassment and anti-discrimination.
+Added: We also provide or support periodic job-specific and other developmental training and support for our employees so they can maximize their potential, as well as tuition reimbursement programs for eligible employees.
We provide virtual and in-person leadership training to managers on topics including management effectiveness, communication skills, interview skills and delivering effective performance evaluations, managing teams with a range of backgrounds and experiences, and other topics.
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We have also rolled out organizational Core Values (Integrity, Commitment and Opportunity), appointed Culture Champions in our London office and implemented other initiatives which seek to embed these values and drive an enhanced culture across our workforce.
−Removed: Succession Planning
−Removed: From time to time, the Board discusses succession planning, including our consideration of succession strategy, the impact of any potential absence due to illness or leave of certain key executive officers or employees, as well as competing demands on the time of certain of our executive officers who also provide services to Cantor, Newmark, and various other ventures and investments sponsored by Cantor.
−Removed: Our Board also discusses from time to time, as part of its succession planning, engagement and encouragement of future business leaders and the process of introducing directors to leaders in our business lines, including discussing business strategies and challenges with our existing senior business leaders.
−Removed: The Board may also discuss short-term succession in the event that certain of the senior executive officers should, on an interim or unexpected basis, become temporarily unable to fulfill their duties.
−Removed: The Board also considers hiring and retention of leaders required for the changing business landscape and to lead future business lines.
−Removed: At the business and departmental levels, managers discuss and identify potential talent, opportunities for employee growth, successors, and future leaders.
+Added: Succession Planning and Leadership Development
+Added: In accordance with our Corporate Governance Guidelines and the Compensation Committee Charter, the Board and the Compensation Committee regularly discuss leadership development and succession, operational strategy and organizational design with our Co-Chief Executive Officers and other executive officers, as well as outside advisors when appropriate.
+Added: The goal is to enable orderly successions, both planned and unplanned, including in connection with any expiration or termination of existing employment arrangements with key personnel.
+Added: The Board also discusses short-term succession planning in the event that certain of our senior executive officers, on an interim or unexpected basis, become temporarily unable to fulfill their duties.
+Added: As part of this process, the Board periodically reviews the pipeline for critical roles.
+Added: The Board considers, among other things, succession strategy, the impact of any potential absence due to illness or leave of certain key executive officers or employees, as well as competing demands on the time of certain of our personnel who also provide services to Cantor, Newmark, their respective subsidiaries or other ventures and investments sponsored by Cantor.
+Added: Our Board also discusses the engagement and encouragement of future business leaders and the process of introducing directors to leaders in our business lines, and initiatives to support the hiring, promotion and retention of leaders required for the changing business landscape and leading future business lines.
+Added: Such individuals could include internal and external candidates.
+Added: The Board may retain additional third-party consultants to assist with succession planning, talent identification, operational strategy and organizational matters.
Our succession discussions were particularly relevant in 2024, as in November 2024, Mr.
−Removed: Lutnick, our Chief Executive Officer, was nominated as the 41st U.S.
+Added: Howard Lutnick was nominated as the 41 st U.S.
Secretary of Commerce.
−Removed: Lutnick was confirmed by the U.S.
+Added: Howard Lutnick was confirmed by the U.S.
Senate on February 18, 2025 and stepped down from all of his positions with BGC and as Chairman of the Board.
−Removed: Our Board has elected Brandon Lutnick and Stephen Merkel, our General Counsel, to join our Board of Directors and Mr.
−Removed: Merkel to serve as Chairman of the Board.
−Removed: Windeatt, our Chief Operating Officer, became Co-CEO along with Mr.
+Added: Our Board elected Mr.
+Added: Brandon Lutnick and Mr.
+Added: Stephen Merkel to join our Board of Directors and Mr.
+Added: Stephen Merkel to serve as Chairman of the Board.
+Added: Sean Windeatt became Co-Chief Executive Officer along with Mr.
John Abularrage and Mr.
JP Aubin, our former Co-Heads of Brokerage.
−Removed: Windeatt, Abularrage and Aubin will also serve as Co-Principal Executive Officers.
−Removed: See “Item 1—Business—Recent Board of Directors and Executive Officers Changes.”
−Removed: Corporate Responsibility, Environmental, Social and Governance Initiatives and Sustainability
−Removed: We believe that our business-focused corporate responsibility, governance, ESG and related policies and practices will create sustainable long-term value for BGC, our stockholders and other stakeholders, our clients and our employees while also helping us mitigate risks, reduce costs, protect brand value, and identify market opportunities.
−Removed: Our Board-level ESG Committee provides oversight with respect to our ESG, corporate responsibility sustainability policies and practices.
−Removed: The ESG Committee charter may be found on our website at www.bgcg.com/esg/governance under the heading “Independent Environmental, Social and Governance Committee.” With the Board’s and the ESG Committee’s oversight, we are embedding social and human capital, employment, environmental, sustainability, charitable and corporate governance policies and practices into our corporate strategy, compensation, disclosure, and goals to maintain and advance long-term stockholder value.
−Removed: For more information about these topics, initiatives and specific examples of policies and practices, see our website at www.bgcg.com/esg.
−Removed: Our Environmental Focus, Workplace Strategies and Sustainable Business Practices
−Removed: As a responsible business operating within financial services, we are aware of climate change and other major issues affecting the environment.
+Added: Sean Windeatt, John Abularrage and JP Aubin also serve as Co-Principal Executive Officers of the Company.
+Added: See “2025 Board of Directors and Executive Officers Changes and Mr.
+Added: Howard Lutnick Divestiture” and Part I, “Item 1A—Risk Factors—Risks Relating to Our Key Personnel and Employee Turnover.”
+Added: Corporate Responsibility
+Added: We believe that our business-focused corporate responsibility, governance, and environmental and sustainability related policies and practices will create sustainable long-term value for BGC, our stockholders, our clients, employees, and other stakeholders, while also helping us mitigate risks, reduce costs, protect brand value, and identify market opportunities.
+Added: Our Board-level Corporate Responsibility Committee provides oversight with respect to our corporate responsibility policies and practices.
+Added: The Corporate Responsibility Committee charter may be found on our website at www.bgcg.com/corporate-responsibility/governance/ under the heading “Corporate Responsibility Committee Charter.” With the Board’s and the Corporate Responsibility Committee’s oversight, we are embedding social and human capital, employment, environmental, sustainability, charitable and corporate governance policies and practices into our corporate strategy, compensation, disclosure, and goals to maintain and advance long-term value for our investors and other stakeholders.
+Added: For more information about these topics, initiatives and specific examples of policies and practices, see our website at www.bgcg.com/corporate-responsibility/.
+Added: Environmental Focus, Workplace Strategies and Sustainable Business Practices
+Added: As a responsible financial services business, we are aware of climate change and other major issues affecting the environment.
Our philosophy is that long-term change in the way in which we use energy, and our collective impact on the environment, cannot happen without the involvement of the world’s capital markets.
−Removed: Sustainable Business Practices
−Removed: We aim to be a leading broker for the green economy, and we believe our Energy, Commodities and Shipping business is a world leader in the environmental and energy transition markets.
−Removed: Our Energy, Commodities and Shipping business provides expert innovative carbon offset solutions and advice to the world’s green energy markets, from transactions and financing to technology and consulting.
−Removed: For decades, we have helped clients worldwide navigate complex financial requirements in order to achieve their environmental initiatives, thereby supporting our clients’ efforts to meet their emission reduction goals through the provision of brokerage services.
−Removed: In 2023, we announced the launch of our Weather Derivatives business, expanding BGC’s brokerage business into the weather and climate space.
−Removed: The Weather Derivatives business helps market participants analyze climate-related risks and mitigate their financial exposure.
−Removed: We are providing liquidity to these increasingly important markets as the role of weather and climate change impacts the way risk is managed.
−Removed: The launch of this business highlights BGC’s commitment to expand and explore new opportunities across the global energy and commodities space.
−Removed: For more information on BGC Environmental Brokerage Services, please visit www.bgcebs.com .
−Removed: Workplace Strategies
In our workplaces, we are studying how to make our own contribution to state, national and global environmental initiatives and consider vendors and suppliers when doing business with us.
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We intend to continue to work on these initiatives.
−Removed: For more information about these initiatives as they evolve, visit our website at www.bgcg.com/esg/environmental .
−Removed: You may also find our Corporate Governance Guidelines, Code of Ethics, the charters of the committees of our Board of Directors, Hedging Policy, information about our charitable initiatives, employee resources, learning and development programs, and other corporate responsibility, governance, and sustainability policies and practices on our website.
−Removed: This information contained on, or that may be accessed through our websites or other websites referenced herein, is not part of, and not incorporated into, this document.
+Added: Broker for the Green Economy
+Added: We aim to be a leading broker for the green economy, and we believe our Energy, Commodities and Shipping business is a world leader in the environmental and energy transition markets.
+Added: Our Energy, Commodities and Shipping business provides expert innovative carbon offset solutions and advice to the world’s green energy markets, from transactions and financing to technology and consulting.
+Added: For decades, we have helped clients worldwide navigate complex financial requirements in order to achieve their environmental initiatives, thereby supporting our clients’ efforts to meet their emission reduction goals through the provision of brokerage services.
+Added: We believe we are a leading broker of environmental products, such as carbon credits, as well as a leading broker of lower carbon energy transition fuels like natural gas, liquified natural gas, and liquified petroleum gas.
+Added: For more information on BGC Environmental Brokerage Services, please visit www.bgcebs.com , and for updates on these initiatives as they evolve, visit www.bgcg.com/corporate-responsibility/environmental/ .
+Added: You may also find our Corporate Governance Guidelines, Code of Business Conduct and Ethics, the charters of the committees of our Board of Directors, Insider Trading Policy, Hedging Policy, information about our charitable initiatives and other Corporate Responsibility policies and practices on our website.
+Added: This information contained on, or that may be accessed through our website or other websites referenced herein, is not part of, and not incorporated into, this document.
OUR ORGANIZATIONAL STRUCTURE
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On June 21, 2017, Cantor pledged 10.0 million shares of BGC Class A common stock in connection with a partner loan program.
−Removed: On November 23, 2018, those shares of BGC Class A common stock were converted into 10.0 million shares of BGC Class B common stock and remain pledged in connection with the partner loan program, as amended and restated effective as of October 5, 2023 with such modifications thereto as necessary to reflect the Corporate Conversion.
+Added: On November 23, 2018, those shares of BGC Class A common stock were converted into 10.0 million shares of BGC Class B common stock and remain pledged in connection with the partner loan program, as such pledge was amended and restated effective as of October 5, 2023 and with such modifications thereto as necessary to reflect the Corporate Conversion.
From time to time, we may actively continue to repurchase shares of our Class A common stock including from Cantor, Newmark, our executive officers, other employees, partners and others.
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The BGC Class B common stock generally votes together with the BGC Class A common stock on all matters submitted to a vote of our stockholders.
−Removed: As of December 31, 2024, Cantor and CFGM held an aggregate of 96.3 million shares of BGC Class B common stock, representing 88% of the outstanding shares of BGC Class B common stock and approximately 65.6% of our total voting power.
−Removed: As of December 31, 2024, Mr.
−Removed: Lutnick and individuals related to Mr.
−Removed: Lutnick owned 13.1 million shares of our outstanding Class B common stock, representing 12% of the outstanding shares of BGC Class B common stock and approximately 8.9% of our total voting power.
+Added: As of December 31, 2025, Cantor and CFGM held an aggregate of 105.3 million shares of BGC Class B common stock, representing 96.2% of the outstanding shares of BGC Class B common stock and approximately 72.2% of the total voting power of our outstanding common stock, and Mr.
+Added: Brandon Lutnick and another Lutnick family member beneficially owned 4.2 million shares of our outstanding Class B common stock, representing 3.8% of the outstanding shares of BGC Class B common stock and approximately 2.8% of our total voting power.
Together, Cantor, CFGM, Mr.
−Removed: Lutnick and individuals related to Mr.
−Removed: Lutnick owned 100.0% of the outstanding shares of BGC Class B common stock and approximately 75.8% of our total voting power.
+Added: Brandon Lutnick and another Lutnick family member beneficially owned 109.5 million of the outstanding shares of BGC Class B common stock, representing 100.0% of the outstanding shares of BGC Class B common stock and approximately 75.0% of our total voting power.
Shares of BGC Class B common stock are convertible into shares of BGC Class A common stock at any time in the discretion of the holder on a one-for-one basis.
−Removed: Accordingly, if Cantor, CFGM, Mr.
−Removed: Lutnick and individuals related to Mr.
−Removed: Lutnick converted all of their BGC Class B common stock into BGC Class A common stock on December 31, 2024, Cantor would have held 19.3% of the voting power of our outstanding capital stock, CFGM would have held 0.6% of the voting power, Mr.
−Removed: Lutnick and individuals related to Mr.
−Removed: Lutnick would have held 6.6% of the voting power, and the public stockholders would have held 73.5% of the voting power of our outstanding capital stock (and Cantor and CFGM’s indirect economic interests in BGC U.S.
−Removed: and BGC Global would remain unchanged).
−Removed: 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.
−Removed: As of February 27, 2025, the Company has issued approximately $14.3 million of BGC Group Class A common stock in connection with acquisitions since the Corporate Conversion.
−Removed: Classes of Founding/Working Partner Interests and Limited Partnership Units Prior to the Corporate Conversion
+Added: Accordingly, if all stockholders who beneficially own BGC Class B common stock converted all of their BGC Class B common stock into BGC Class A common stock on December 31, 2025, Cantor would have held 21.6% of the total voting power of our outstanding common stock, CFGM would have held 0.6% of our total voting power, Mr.
+Added: Brandon Lutnick and another Lutnick family member would have beneficially owned 1.4% of our total voting power, and our public stockholders would have beneficially owned 76.3% of our total voting power (and Cantor and CFGM’s indirect economic interests in BGC U.S.
+Added: OpCo and BGC Global OpCo would remain unchanged).
+Added: As a result of the Corporate Conversion, 64.0 million Cantor units, including 5.7 million purchased by Cantor on June 30, 2023, 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 exchange into BGC Class A common stock in the event that BGC does not issue at least $75,000,000 in shares of BGC Class A or B common stock in connection with certain acquisition transactions prior to July 1, 2030, the seventh anniversary of the Corporate Conversion.
+Added: As of February 27, 2026, we have issued approximately $19.4 million of BGC Class A common stock in connection with acquisitions since the Corporate Conversion.
+Added: Howard Lutnick Divestiture Events and Lutnick Family Voting and Transfer Agreement
+Added: As previously disclosed, effective February 18, 2025, in connection with his confirmation as the U.S.
+Added: Secretary of Commerce, Mr.
+Added: Howard Lutnick, our former Chairman and Chief Executive Officer, stepped down from his positions with the Company, Cantor and CFGM (which is the managing general partner of Cantor), and Mr.
+Added: Brandon Lutnick was appointed as Chief Executive Officer and Chairman of Cantor and Chief Executive Officer of CFGM, and Mr.
+Added: Lutnick was appointed as Executive Vice Chairman of Cantor and President of CFGM.
+Added: Also in connection with his confirmation, Mr.
+Added: Howard Lutnick agreed to divest his interests in the Cantor, CFGM, and the Company, among other entities, to comply with U.S.
+Added: government ethics rules.
+Added: In addition to various stock repurchases completed in May 2025, pursuant to this agreement, on October 6, 2025, Mr.
+Added: Howard Lutnick:
+Added: • Consummated the sale to Cantor of the 8,973,721 shares of BGC Class B common stock then held directly by him;
+Added: • In his capacity as trustee of a trust, consummated the sale to certain trusts controlled by Mr.
+Added: Brandon Lutnick, as trustee with decision making control, of all of the voting shares of CFGM;
+Added: • In his capacity as trustee of certain trusts, consummated the sale to certain other trusts controlled by Mr.
+Added: Brandon Lutnick, as trustee with decision making control, of certain interests, including those in Tangible Benefits and KBCR, which collectively hold 0.6 million shares of BGC Class A common stock and 3.9 million shares of BGC Class B common stock.
+Added: Voting and Transfer Agreement
+Added: On May 16, 2025, Mr.
+Added: Brandon Lutnick, Mr.
+Added: Kyle Lutnick, Ms.
+Added: Lutnick, and Mr.
+Added: Lutnick each in their capacity as trustees of certain trusts (including the Purchaser Trusts), and certain other entities entered into the Lutnick Family Voting Agreement relating to the Lutnick Family Voting Agreement Securities.
+Added: On October 6, 2025, the governance, voting and transfer provisions of the Lutnick Family Voting Agreement became effective.
+Added: Pursuant to the trust documentation of the Purchaser Trusts, each of Mr.
+Added: Brandon Lutnick, Mr.
+Added: Kyle Lutnick, Ms.
+Added: Casey Lutnick, and Mr.
+Added: Ryan Lutnick is an investment trustee of such trusts, and Mr.
+Added: Brandon Lutnick is the Controlling Investment Trustee, which means that if there is any disagreement among the investment trustees, the decision of Mr.
+Added: Brandon Lutnick will control if he is then acting as an investment trustee.
+Added: Any such decisions, however, shall be subject to the terms of the Lutnick Family Voting Agreement.
+Added: The Lutnick Family Voting Agreement provides that, with respect to the election or removal of directors of the Company, (i) if there is a Controlling Investment Trustee, each of the parties shall vote (or cause the voting of) the Lutnick Family Voting Agreement Securities over which it has the direct or indirect power to vote on such director election, as directed by the Controlling Investment Trustee (which is currently Mr.
+Added: Brandon Lutnick) after consultation with each of the Family Branch representatives;
+Added: and (ii) if there is not a Controlling Investment Trustee, the parties shall vote (or cause the voting of) the Lutnick Family Voting Agreement Securities over which it has the direct or indirect power to vote on such director election, as directed by a Majority of the Family Branches.
+Added: The Lutnick Family Voting Agreement further provides that, with respect to the following matters for which a vote of securities of the Company is sought, each of the parties to the Lutnick Family Voting Agreement shall vote the Lutnick Family Voting Agreement Securities over which it has the direct or indirect power to vote as directed by a Majority of the Family Branches:
+Added: • Any merger or consolidation transaction or sale, lease, or exchange of all, or substantially all, of the assets of the Company, or any transaction or series of related transactions pursuant to which shares of the Company are transferred such that more than 50% of the voting power of the equity securities of the Company are transferred;
+Added: • Entry by the Company or any of its subsidiaries into any transaction or series of related transactions with a member of any Family Branch (other than with respect to election or removal of directors of the Company);
+Added: • The authorization or issuance of any equity securities by the Company (other than pursuant to an incentive compensation plan);
+Added: • The amendment, restatement, modification or supplement of any organizational document of the Company or its subsidiaries in a manner that would reasonably be expected to impair, interfere with or delay the exercise of the rights set forth with respect to these bulleted items.
+Added: The Lutnick Family Voting Agreement also prohibits the transfer of the Lutnick Family Voting Agreement Securities without the consent of a Majority of the Family Branches, subject to certain limited exceptions.
+Added: Voting Power Following Closing of Divestiture Transactions
+Added: Following the closing of the transactions above, Mr.
+Added: Howard Lutnick no longer had voting or dispositive power over any of our securities.
+Added: As of the date of this Annual Report on Form 10-K, Mr.
+Added: Brandon Lutnick beneficially owned 2.0 million shares of our Class A common stock and 109.4 million shares of our Class B common stock, collectively representing 75.2% of the total voting power of our outstanding common stock.
+Added: Structure of BGC Group, Inc.
+Added: as of December 31, 2025
+Added: The following diagram illustrates our organizational structure as of December 31, 2025.
+Added: The diagram does not reflect the various subsidiaries of BGC Partners, BGC U.S.
+Added: OpCo, BGC Global OpCo, or Cantor, or the noncontrolling interests in our consolidated subsidiaries.
+Added: The diagram also does not reflect certain ownership of BGC Group as follows:
+Added: (a) 3.4 million assumed RSUs;
+Added: (b) 25.1 million RSUs converted from former partners’ units in BGC Holdings;
+Added: (c) 49.1 million RSUs issued in relation to employee compensation;
+Added: (d) 3.2 million contingent shares to be issued to terminated employees per their respective separation agreements;
+Added: and (e) 0.4 million contingent shares issued in exchange for acquisition units.
+Added: 1 Percentage includes restricted shares issued in exchange for former partners’ units in BGC Holdings.
+Added: 2 BGC Partners is a wholly owned subsidiary of BGC Group and consolidated with other wholly and non wholly-owned subsidiaries.
+Added: 3 Public Stockholders includes unrestricted shares of our Class A common stock owned by current employees due to an inability to track such shares once they leave the Company’s transfer agent, as well as Class B common stock beneficially owned by a Lutnick family member, which represents less than 0.1% of our total outstanding Class B common stock.
+Added: 4 For the purposes of this diagram, Cantor includes Cantor Fitzgerald, L.P.
+Added: As of December 31, 2025, Cantor Fitzgerald, L.P.
+Added: owned 21.6% of the economics and 70.2% of the voting power in BGC Group, and CFGM owned 0.6% of the economics and 2.0% of the voting power in BGC Group.
+Added: The diagram reflects the following activity of BGC Class A common stock from January 1, 2025 through December 31, 2025:
+Added: (a) restrictions released on 6.7 million shares of BGC Class A common stock;
+Added: (b) 32.0 million shares of BGC Class A common stock repurchased by us;
+Added: (c) 9.9 million shares of BGC Class A common stock issued for vested RSUs;
+Added: (d) 0.7 million shares of BGC Class A common stock issued for contingent shares issued in exchange for acquisition units;
+Added: (e) 0.9 million shares of BGC Class A common stock issued for contingent shares issued in exchange for former partners’ units in BGC Holdings;
+Added: (f) 0.5 million shares of BGC Class A restricted common stock forfeited by former partners and employees;
+Added: and (g) 10.2 million shares of BGC Class A common stock issued for compensation.
+Added: 0.7 million shares of BGC Class A common stock were issued by us under our acquisition shelf 2019 Form S-4 Registration Statement (Registration No.
+Added: 333-233761) between January 1, 2025 and December 31, 2025;
+Added: 15.9 million of such shares remain available for issuance by us under such Registration Statement.
+Added: Also, an immaterial number of shares of Class A common stock were issued by us under our DRIP Registration Statement (Registration No.
+Added: 333-173109) between January 1, 2025 and December 31, 2025;
+Added: 9.1 million of such shares remain available for issuance by us under the DRIP Registration Statement.
+Added: Legacy Classes of Founding/Working Partner Interests and Limited Partnership Units Prior to the 2023 Corporate Conversion
Prior to the Corporate Conversion, our executives and front-office employees held partnership stakes in us and our subsidiaries and generally received their equity compensation through LPUs.
37 unchanged sentences
Upon the closing of the Corporate Conversion, the BGC Holdings Limited Partnership Agreement was terminated, we became the owner of all of the limited partnership interests of the two BGC operating partnerships, and the former stockholders of BGC Partners and former limited partners of BGC Holdings now participate in the economics of the BGC businesses through BGC Group.
−Removed: Current Structure of BGC Group, Inc.
−Removed: as of December 31, 2024
−Removed: The following diagram illustrates our organizational structure as of December 31, 2024.
−Removed: The diagram does not reflect the various subsidiaries of BGC Partners, BGC U.S.
−Removed: OpCo, BGC Global OpCo, or Cantor, or the noncontrolling interests in our consolidated subsidiaries.
−Removed: The diagram also does not reflect certain ownership of BGC Group as follows:
−Removed: (a) for purposes of economic percentages, 6.7 million shares of BGC Group Class A restricted common stock as these are not entitled to receive any dividends (however, these shares of BGC Group Class restricted common stock are included for voting power of BGC Group);
−Removed: (b) 6.5 million assumed RSUs;
−Removed: (c) 30.4 million RSUs converted from former partners’ units in BGC Holdings;
−Removed: (d) 35.5 million RSUs issued in relation to employee compensation;
−Removed: (e) 4.4 million contingent shares to be issued to terminated employees per their respective separation agreements;
−Removed: and (f) 0.4 million contingent shares issued in exchange for acquisition units.
−Removed: 1 For the purposes of this diagram, Cantor includes Cantor Fitzgerald, L.P.
−Removed: Cantor Fitzgerald, L.P.
−Removed: owns 19.6% of the economics and 63.5% of the voting power in BGC Group.
−Removed: CFGM owns 0.6% of the economics and 2.0% of the voting power in BGC Group.
−Removed: 2 Percentage includes restricted shares issued in exchange for former partners’ units in BGC Holdings.
−Removed: 3 Public Stockholders includes unrestricted shares of our Class A common stock owned by employees, executives, and directors due to an inability to track such shares once they leave the Company’s transfer agent.
−Removed: 4 BGC Partners is a wholly owned subsidiary of BGC Group and consolidated with other wholly and non wholly-owned subsidiaries.
−Removed: The diagram reflects the following activity of BGC Class A common stock from January 1, 2024 through December 31, 2024 as:
−Removed: (a) the restrictions released on 19.9 million shares of BGC Class A common stock;
−Removed: (b) 36.2 million shares of BGC Class A common stock repurchased by us;
−Removed: (c) 10.0 million shares of BGC Class A common stock issued for vested RSUs;
−Removed: (d) 0.5 million shares of BGC Class A common stock issued for contingent shares issued in exchange for acquisition units;
−Removed: (e) 0.1 million shares of BGC Class A common stock issued for contingent shares from acquisitions;
−Removed: (f) 0.5 million shares of BGC Class A common stock issued for consideration for acquisitions in fiscal year 2024;
−Removed: (g) 1.8 million shares of BGC Class A common stock issued for contingent shares issued in exchange for former partners’ units in BGC Holdings;
−Removed: (h) 2.4 million shares of BGC Class A restricted common stock forfeited by former partners and employees;
−Removed: and (i) 9.0 million shares of BGC Class A common stock issued for compensation.
−Removed: 1.1 million shares of Class A common stock were issued by us under our acquisition shelf 2019 Form S-4 Registration Statement (Registration No.
−Removed: 333-233761) between January 1, 2024 and December 31, 2024;
−Removed: 16.6 million of such shares remain available for issuance by us under such Registration Statement.
−Removed: Also, an immaterial number of shares of Class A common stock were issued by us under our DRIP Registration Statement (Registration No.
−Removed: 333-173109) between January 1, 2024 and December 31, 2024;
−Removed: 9.2 million of such shares remain available for issuance by us under the DRIP Registration Statement.
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