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Item 1A. Risk Factors

2026-03-02 compared with 2025-03-03 · 296 added, 271 removed, 664 unchanged (46% of the section changed)

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Before making an investment decision to purchase our securities or those of BGC Partners, you should carefully read and consider all of the risks and uncertainties described below, as well as other information included in this Annual Report on Form 10-K, including Part II, Item 7, Management ’ s Discussion and Analysis of Financial Condition and Results of Operations and the Consolidated Financial Statements and related notes included herein.

The occurrence of any of the following risks or additional risks and uncertainties that are currently immaterial or unknown could materially and adversely affect our business, financial condition, liquidity, result of operations, cash flows or prospects.

The occurrence of any of the following risks or additional risks and uncertainties that are currently deemed immaterial or unknown could materially and adversely affect our business, financial condition, liquidity, result of operations, cash flows or prospects.

RISKS RELATED TO OUR BUSINESS

Risks Related to Global Economic and Market Conditions

Our business, financial condition, results of operations and prospects have been and may continue to be affected both positively and negatively by conditions in the global economy and financial markets generally.

Our business, financial condition, results of operations and prospects have been and may continue to be materially affected both positively and negatively by conditions in the global economy and financial markets generally.

Uncertain market, economic, and geopolitical conditions have in the past adversely affected, and may in the future adversely affect, our business.

Such conditions and uncertainties include varying levels of economic output, fluctuating interest rates and the impact on trading volumes, volatile inflation rates, employment levels, consumer confidence levels, and fiscal and monetary policy.

Such conditions and uncertainties include varying levels of economic output, fluctuating interest rates, volatile inflation rates, employment levels, consumer confidence levels, geopolitical relationships and trade, fiscal and monetary policy.

The legislative priorities and economic policies of the current presidential administration and Congress, including potential changes in interest rates and existing tax rates, may further change the regulatory and economic landscape.

These conditions may directly and indirectly impact a number of factors in the global markets that may have a positive or negative effect on our operating results, including the levels of trading, investing, and origination activity in the financial markets, the valuations of financial instruments, changes in interest rates, changes in benchmarks, changes in and uncertainty regarding laws and regulations, substantial fluctuations in volume and commissions on securities and derivatives transactions, the absolute and relative level of currency rates and the actual and the perceived quality of issuers, borrowers and investors.

These conditions may directly and indirectly impact a number of factors in the global markets that may have a material positive or negative effect on our operating results, including the levels of trading, investing, and origination activity in the financial markets, the valuations of financial instruments, changes in benchmarks, changes in and uncertainty regarding laws and regulations, substantial fluctuations in volume and commissions on securities and derivatives transactions, the absolute and relative level of currency rates and the actual and the perceived quality of issuers, borrowers and investors.

In addition, changes in monetary policy may affect the credit quality of our customers.

Changes in domestic and international monetary policy are beyond our control and difficult to predict.

Our revenues and profitability have historically declined and are likely to decline significantly during past and future periods of low trading volume in the financial markets in which we offer our products and services.

Our revenues and profitability have historically declined and are likely to decline significantly during future periods of low trading volume in the financial markets in which we offer our products and services.

The global financial services markets are, by their nature, risky and volatile and are directly affected by many national and international factors that are beyond our control.

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and globally, including resulting changes in government policies;

• economic and geopolitical conditions and uncertainties in the United States, Europe, Asia and elsewhere in the world, including government deficits, debt and possible defaults, austerity measures, tariffs and changes in central bank and/or fiscal policies, including the level and timing of government debt issuances, purchases and outstanding amounts;

• possible political turmoil with respect to the U.S.

government, the U.K., the EU and/or its member states, Hong Kong, China, Latin America or other major economies around the world;

• the effect of Federal Reserve Board and other central banks’ monetary policies, increased capital requirements for banks and other financial institutions, and other regulatory requirements;

• terrorism, war and other armed hostilities, including the conflict between Ukraine and Russia, conflicts in the Middle East and other ongoing or new conflicts in those or other regions, and measures taken in response thereto, including sanctions imposed by governments and related countersanctions;

• economic and geopolitical conditions and uncertainties in the United States, Europe, Asia, Latin America and elsewhere in the world, including government deficits, debt and possible defaults, austerity measures, tariffs, other trade restrictions and changes in central bank and/or fiscal policies, including the level and timing of government debt issuances, purchases and outstanding amounts;

• possible political turmoil with respect to and between the U.S.

government, the U.K., the EU and/or its member states, China, Latin America or other major economies around the world;

• the effect of Federal Reserve Board and other central banks’ monetary policies, and changing regulatory requirements for banks and other financial institutions;

• terrorism, war and other armed hostilities, including the conflict between Ukraine and Russia, conflicts in the Middle East, Latin America, including recent conflicts in Venezuela, and other ongoing or new conflicts in those or other regions, and measures taken in response thereto, including sanctions imposed by governments and related countersanctions;

• volatility in the pricing of certain commodities, which may impact our ECS brokerage business;

inflation and wavering institutional and consumer confidence levels in the economy;

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and globally;

• disagreement over the federal budget, which has caused the U.S.

federal government to shut down or reduce funding for various initiatives for periods of time in recent years, and recent initiatives to reduce federal spending and headcount;

• disagreement over the federal budget, which has caused or may cause the U.S.

federal government to shut down or reduce funding for various initiatives for extended periods of time in recent years, and recent initiatives to reduce federal spending and headcount;

• pandemics and other international health emergencies;

• the availability of capital for borrowings and investments by our clients and their customers;

• the level and volatility of foreign currency exchange rates and trading in certain equity, debt and commodity markets;

• the level and volatility of foreign currency exchange rates, including the U.S.

dollar, and trading in certain equity, debt and commodity markets;

• the level and volatility of the spread on corporate securities and their related benchmarks;

• changes in regulations relating to margin and clearing capital requirements;

• the level and volatility of the difference between the yields on corporate securities and those on related benchmark securities;

• margin requirements, capital requirements, credit availability, global supply chain issues and other liquidity concerns;

Low transaction volumes for any of our brokerage asset classes generally result in reduced revenues.

• business continuity, physical security and disaster risk, including climate-related physical risks such as extreme weather, floods, wildfires, heatwaves, power grid instability or other physical events affecting trading, staff commuting and insurance costs.

Lower transaction volumes for any of our brokerage asset classes generally result in reduced revenues.

Under these conditions, our profitability is adversely affected.

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For these reasons, substantial decreases in trading volume, declining prices, and/or reduced spreads could have material adverse effects on our business, financial condition, results of operations and prospects.

Actions taken by central banks in major global economies, including with regards to interest rates, may have a material negative impact on our businesses.

In 2022 and 2023, in response to significant inflationary pressures and inflation rates in the U.S.

as well as in other countries in which we operate, the Federal Reserve in the U.S.

and other central banks in various countries raised interest rates, which, coupled with reduced government spending and volatility in financial markets, had the effect of further increasing economic uncertainty and heightening related risks, including global currency fluctuations.

While higher interest rates have had and are expected to continue to have a positive impact on our revenues, currency fluctuations have affected, and may continue to affect, the reported value of our assets, liabilities, and cash flows.

In 2024, the Federal Reserve in the U.S.

Actions taken by central banks in major global economies, including with regards to interest rates, may have a material impact on our businesses.

Changes in interest rates coupled with volatility in financial markets has had and may continue to have the effect of further increasing economic uncertainty and heightening related risks, including global currency fluctuations.

Currency fluctuations have affected, and may continue to affect, the reported value of our assets, liabilities, and cash flows.

In 2024 and 2025, the Federal Reserve in the U.S.

and other central banks began lowering interest rates and may continue to do so in the future.

If interest rates continue to lower, global FX volumes may slow or become muted, largely because low interest rates in most major economies may make carry-trade strategies less appealing for FX market participants, which may have a negative impact on our business.

Higher interest rates have had and may continue to have a positive impact on our revenues and business.

If interest rates lower, global FX volumes may slow or become muted, in part because low interest rates in most major economies may make carry-trade strategies less appealing for FX market participants, which may have a negative impact on our business.

Downgrades of sovereign credit ratings, sovereign debt crises, or a decrease in the integrity of capital markets may have material adverse effects on the financial markets and general economic conditions, as well as our businesses, financial condition, cash flows, results of operations and prospects.

Any downgrades of the U.S.

In 2025, the U.S.

credit rating was downgraded by Moody’s Ratings due to concerns over rising national debt, political polarization leading to fiscal instability, and increased interest costs, among other reasons.

Any further downgrades of the U.S.

sovereign credit rating by one or more major credit rating agencies could have material adverse effects on financial markets and economic conditions in the U.S.

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Concerns about the sovereign debt of certain major economies have caused uncertainty and disruption for financial markets globally, and continued uncertainties loom over the outcome of various governments’ financial support programs and the possibility that EU member states or other major economies may experience similar financial troubles.

Any downgrades of the long-term sovereign credit rating of the U.S.

Any further downgrades of the long-term sovereign credit rating of the U.S.

or additional sovereign debt crises in major economies could cause disruption and volatility of financial markets globally and have material adverse effects on our business, financial condition, results of operations and prospects.

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If we are unable to identify and successfully exploit new product, service and market opportunities, our business, financial condition, results of operations and prospects could be materially adversely affected.

We may pursue opportunities including new business initiatives, strategic alliances, acquisitions, mergers, investments, dispositions, joint ventures or other growth opportunities or transformational transactions (including hiring new brokers and salespeople), which could present unforeseen integration obstacles or costs and could dilute our stockholders.

We may pursue opportunities including new business initiatives, strategic alliances and initiatives, acquisitions, mergers, investments, dispositions, joint ventures or other growth opportunities or transformational transactions (including hiring new brokers and salespeople), which could present unforeseen integration obstacles or costs and could fail to achieve anticipated benefits.

We may also face competition in our acquisition strategy or new business plans, and such competition may limit such opportunities.

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

• increased focus on our Energy, Commodities and Shipping business, including regulatory, financial, and operational risks associated with these initiatives;

• increased focus on our ECS business, including regulatory, financial, and operational risks associated with these initiatives;

• potential unfavorable reactions to our strategy by our customers, counterparties, employees and investors, or challenges to our strategy by our competitors;

• hiring, retaining and integrating personnel in the increasingly competitive marketplace for the most talented producers and managers;

• integrating administrative, operational, financial reporting, internal control, compliance, technology and other systems;

• updating administrative, operational, financial reporting, internal control, compliance, technology and other systems for strategic transactions, new businesses or recent acquisitions, including OTC Global;

• increased scope, geographic diversity and complexity of our operations and, to the extent that we pursue opportunities internationally, exposure to political, economic, legal, regulatory, operational and other risks that are inherent in operating in a foreign country, including risks of possible nationalization and/or foreign ownership restrictions, expropriation, price controls, capital controls, foreign currency fluctuations, regulatory and tax requirements, economic and/or political instability, geographic, time zone, language and cultural differences among personnel in different areas of the world, exchange controls and other restrictive government actions;

• integrating accounting and financial systems and accounting policies and the related risk of having to restate our historical financial statements;

• potential dependence upon, and exposure to liability, loss or reputational damage relating to systems, controls and personnel that are not under our control;

• potential dependence upon, and exposure to liability, loss or reputational damage relating to systems, controls and personnel, including those that are not under our control;

• addition of business lines in which we have not previously engaged and which we do not have experience operating;

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• conflicts or disagreements between any strategic alliance or joint venture partner and us;

• exposure to potential unknown liabilities of any acquired business, strategic alliance or joint venture that are significantly larger than we anticipate at the time of acquisition, and unforeseen increased expenses or delays associated with acquisitions, including costs in excess of the cash transition costs that we estimate at the outset of a transaction;

• exposure to potential unknown risks or liabilities of any acquired or new business, strategic alliance or joint venture that are significantly larger than we anticipate at the time of acquisition, and unforeseen increased expenses or delays associated with acquisitions, including costs in excess of the cash transition costs that we estimate at the outset of a transaction;

• reduction in availability of financing due to credit ratings downgrades or defaults by us in connection with these activities;

• a significant increase in the level of our indebtedness in order to generate, and adverse effects on our liquidity upon the deployment of, cash resources that may be required to effect acquisitions;

• dilution resulting from any issuances of shares of our Class A common stock in connection with these activities;

• a reduction of the diversification of our business resulting from any dispositions;

• the cost of rebranding and the impact on our market awareness of dispositions;

• the cost of rebranding and the impact on our market awareness of acquisitions or dispositions, or the formation of new businesses;

• litigation or regulatory scrutiny with respect to any such transactions, including any related party aspects of any proposed arrangements;

• the impact of any reduction in our asset base resulting from dispositions on our ability to obtain financing or the terms thereof;

• the impact of any reduction in our total assets resulting from dispositions on our ability to obtain financing or the terms thereof;

• additional taxes or other fees or expenses associated with the risks described above;

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Additionally, managing future growth due to new geographic locations, markets and business lines may be difficult.

We may not realize, or it may take an extended period of time to realize, the full benefits that we anticipate from strategic alliances, acquisitions, joint ventures or other growth opportunities.

We may not realize, or it may take an extended period of time to realize, the full benefits that we anticipate from new business, strategic alliances, acquisitions, joint ventures or other growth opportunities.

There can be no assurance that we will be able to accurately anticipate and respond to the changing demands we will face as we integrate recent or future acquisitions and continue to expand our operations, and we may not be able to manage growth effectively or to achieve growth at all.

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Any of these factors could have a material adverse effect on our business, financial condition, results of operations and prospects.

Similarly, from time to time we have effected cost reduction programs, and are considering efforts to further reduce costs.

Cost reduction programs entail up-front expenses which may negatively impact our results of operations, and the anticipated cost savings from such programs may not be realized or may not be realized as quickly as anticipated.

While we have limited offerings linked to cryptocurrencies, such offerings or any future expansion of such business could expose us to technology, regulatory and financial risks.

While we currently have limited offerings linked to cryptocurrencies in certain jurisdictions, we may expand the types of these offerings, the associated types of cryptocurrencies and the jurisdictions in which these offerings are offered.

Specifically, BGC provides its cryptocurrency offerings through Lucera by providing connectivity, hosting and trading platforms and through kACE 2 , its analytics, pricing and distribution software.

Specifically, BGC provides its cryptocurrency offerings through Lucera by providing connectivity, hosting and trading platforms.

Additionally, BGC offers limited brokerage services for certain digital asset and other cryptocurrency products.

The technology underlying cryptocurrencies and other similar digital assets is evolving at a rapid pace and may be vulnerable to cyberattacks or have other inherent weaknesses that are not yet apparent.

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If such events impact our cryptocurrency offerings, we may experience material adverse effects on our business, financial condition, results of operations and prospects in the future.

In the U.S., the SEC, CFTC, state and federal agencies are reviewing virtual currency businesses and have or may enact regulations that restrict business activities and or require additional licenses to conduct certain businesses, and these regulations may be further affected by the policies of the current U.S.

In the U.S., the SEC, CFTC, state and federal agencies are reviewing virtual currency businesses and have enacted or may enact regulations that restrict business activities, require holding certain reserves or impose other regulatory requirements, potentially including requiring additional licenses to conduct certain businesses, and these regulations may be further affected by the policies of the current U.S.

presidential administration.

Domestically and internationally, existing and future regulations may negatively impact our ability to offer different products in different regions and/or negatively impact our ability to deal with certain customers depending on where they are located.

If further or new licenses are required, it may take a considerable amount of time to obtain the necessary approvals from the respective regimes.

If further or new licenses are required or other regulatory requirements imposed, domestically or internationally, it may take a considerable amount of time to obtain the necessary approvals from the respective regimes and compliance with the applicable regulatory requirements may prove burdensome.

Any of these factors could have a material adverse effect on our business, financial condition, results of operations and prospects in the future.

Risks Related to Liquidity, Funding and Indebtedness

We have debt, which could adversely affect our ability to raise additional capital and obtain or maintain favorable credit ratings, limit our ability to react to changes in the economy or our business, expose us to interest rate risk, and prevent us from meeting our obligations under our indebtedness.

Our indebtedness, which on December 31, 2025 was $1,775.7 million may have important, adverse consequences to us and our investors, including:

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• it may increase the risk of a future downgrade of our credit ratings or otherwise impact our ability to obtain or maintain investment-grade credit ratings, which could increase future debt costs and limit the future availability of debt financing.

• we may not be able to borrow additional funds or refinance existing debt as needed or take advantage of business opportunities as they arise, pay cash dividends or repurchase shares of our Class A common stock;

• there would be a material adverse effect on our business, financial condition, results of operations and prospects if we are unable to service our indebtedness or obtain additional financing or refinance our existing debt on terms acceptable to us.

To the extent that we incur additional indebtedness or seek to refinance our existing debt, the risks described above could increase.

We may not be able to borrow additional funds or refinance existing debt as needed to take advantage of business opportunities as they arise, pay cash dividends or repurchase shares of our Class A common stock.

To the extent that we incur additional indebtedness or seek to refinance our existing debt on less desirable terms than those we currently enjoy, the risks described above could increase.

In addition, our actual cash requirements in the future may be greater than expected and may impact the rate at which we make payments of obligations or incur additional obligations.

Our cash flow from operations may not be sufficient to service our outstanding debt or to repay outstanding debt as it becomes due, and we may not be able to borrow money, dispose of assets or otherwise raise funds on acceptable terms, or at all, to service or refinance our debt.

There would be a material adverse effect on our business, financial condition, results of operations and prospects if we are unable to service our indebtedness or obtain additional financing or refinance our existing debt on terms acceptable to us.

Some of our borrowings have variable interest rates.

As a result, increases in market interest rates have had and may continue to have a material adverse effect on our interest expense.

A continued rise in interest rates could further increase our cost of funds, which could reduce our net income.

As a result, increases in market interest rates may have a material adverse effect on our interest expense.

A future rise in interest rates could further increase our cost of funds, which could reduce our net income.

In an effort to limit our exposure to interest rate fluctuations, we may rely on interest rate hedging or other interest rate risk management activities.

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Adverse developments resulting from changes in interest rates or hedging transactions could have a material adverse effect on our business, financial condition, results of operations and prospects.

Some of our borrowings will mature in the near future.

The BGC Group 4.375% Senior Notes and BGC Partners 4.375% Senior Notes each mature on December 15, 2025, and collectively have an outstanding aggregate principal amount of $300.0 million;

the BGC Group 8.000% Senior Notes and the BGC Partners 8.000% Senior Notes each mature on May 25, 2028, and collectively have an outstanding aggregate principal amount of $350.0 million;

and the BGC Group 6.600% Senior Notes mature on June 10, 2029, and have an outstanding aggregate principal amount of $500.0 million.

Our ability to meet our payment and other obligations under our debt depends on our ability to generate and maintain significant cash flow in the near future or to access alternate sources of liquidity.

Our ability to meet our payment and other obligations under our debt depends on our ability to generate and maintain significant cash flow or to access alternate sources of liquidity.

This, to some extent, is subject to general economic, financial, competitive, legislative and regulatory factors as well as other factors that are beyond our control.

We cannot assure you that our business will generate cash flow from operations, or that additional capital will be available to us, in an amount sufficient to enable us to meet our payment obligations under our borrowings and to fund other liquidity needs.

If we are not able to generate sufficient cash flow to service our debt obligations and our unable to refinance our obligations on terms or at interest rates acceptable to us at all, we may need to sell assets, reduce or delay capital investments, or seek to raise additional capital.

If we are not able to generate sufficient cash flow to service our debt obligations and are unable to refinance our obligations on terms or at interest rates acceptable to us at all, we may need to sell assets, reduce or delay capital investments, or seek to raise additional capital.

If we are unable to implement one or more of these alternatives, our cash flow may be significantly reduced, which could have a material adverse effect on our business, financial condition, results of operations and prospects.

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If we cannot raise additional funds on acceptable terms, we may not be able to develop or enhance our business, take advantage of future growth opportunities or respond to competitive pressure or unanticipated requirements.

Our Revolving Credit Agreement contains restrictions that may limit our flexibility in operating our business.

Our Revolving Credit Agreement contains, and future indebtedness may contain, restrictions that may limit our flexibility in operating our business.

Our Revolving Credit Agreement contains covenants that could impose operating and financial restrictions on us, including restrictions on our ability to, among other things and subject to certain exceptions:

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Upon a material default, unless such default were cured by us or waived by lenders in accordance with the Revolving Credit Agreement, the lenders under such agreement could elect to invoke various remedies under the agreement, including potentially accelerating the payment of unpaid principal and interest, terminating their commitments or, however unlikely, potentially forcing us into bankruptcy or liquidation.

In addition, a default or acceleration under such agreement could trigger a cross default under other agreements, including potential future debt arrangements or the BGC Group Notes and BGC Partners Notes.

In addition, a default or acceleration under such agreement could trigger a cross default under other agreements, including potential future debt arrangements, the BGC Group Notes or BGC Partners Notes.

No assurance can be given that our operating results will be sufficient to service our indebtedness or to fund all of our other expenditures or to obtain additional or replacement financing on a timely basis and on reasonable terms in order to meet these requirements when due.

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Our credit ratings and associated outlooks are critical to our reputation and operational and financial success.

Our credit ratings and associated outlooks are influenced by a number of factors, including:

operating environment, regulatory environment, earnings and profitability trends, the rating agencies’ view of our funding and liquidity management practices, balance sheet size/composition and resulting leverage, cash flow coverage of interest, composition and size of the capital base, available liquidity, outstanding borrowing levels, our competitive position in the industry, our relationships in the industry, our relationship with Cantor, acquisitions or dispositions of assets and other matters.

Our credit ratings and associated outlooks are influenced by a number of factors, including our operating environment, regulatory environment, earnings and profitability trends, the rating agencies’ view of our funding and liquidity management practices, balance sheet size/composition and resulting leverage, cash flow coverage of interest, composition and size of the capital base, available liquidity, outstanding borrowing levels, our competitive position in the industry, our relationships in the industry, our relationship with Cantor, acquisitions or dispositions of assets and other matters.

A credit rating and/or the associated outlook can be revised upward or downward at any time by a rating agency if such rating agency decides that circumstances of that company or related companies warrant such a change.

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and the associated outlooks on all the ratings were stable.

No assurance can be given that the credit ratings will remain unchanged in the future.

No assurance can be given that our credit ratings will remain unchanged in the future.

Any negative change to our credit ratings and associated outlooks may restrict our ability to raise additional capital or refinance debt on favorable terms, and any resulting impacts on our funding access, liquidity or perceived creditworthiness among our clients, counterparties, lenders, investors or other market participants could have a material adverse effect on our business, financial condition, results of operations and prospects.

See “—Credit Risk— Credit ratings downgrades or defaults by us, Cantor or another large financial institution could adversely affect us or financial markets generally.”

Our acquisitions may require significant cash resources and may lead to a significant increase in the level of our indebtedness.

Future or pending acquisitions may require significant cash resources and lead to a significant increase in the level of our indebtedness.

Potential acquisitions and new businesses may require significant cash resources and may lead to a significant increase in the level of our indebtedness.

Future or pending acquisitions and the formation of new businesses may require significant cash resources and lead to a significant increase in the level of our indebtedness.

We may enter into short- or long-term financing arrangements in connection with acquisitions which may occur from time to time.

In addition, we may incur substantial non-recurring transaction costs, including break-up fees, and assume new liabilities and expenses.

The increased level of our consolidated indebtedness in connection with potential acquisitions may restrict our ability to raise additional capital on favorable terms, and such leverage, and any resulting liquidity or credit issues, could have a material adverse effect on our business, financial condition, results of operations and prospects.

We may incur substantially more debt or take other actions which would intensify the risks discussed herein.

We may incur substantial additional debt in the future, some of which may be secured debt.

Under the terms of our existing debt, we are permitted under certain circumstances to incur additional debt, grant liens on our assets to secure existing or future debt, recapitalize our debt or take a number of other actions that could have the effect of diminishing our ability to make payments on our debt when due.

To the extent that we borrow additional funds, the terms of such borrowings may include higher interest rates, more stringent financial covenants, change of control provisions, make-whole provisions or other terms that could have a material adverse effect on our business, financial condition, results of operations and prospects.

Risks Related to Our Senior Notes

We may not have the funds necessary to repurchase the BGC Group 4.375% Senior Notes, the BGC Group 8.000% Senior Notes, the BGC Group 6.600% Senior Notes, or the outstanding BGC Partners Notes upon a change of control triggering event as required by the indentures governing these notes.

Upon the occurrence of a “change of control triggering event” (as defined in the indentures governing the BGC Group 4.375% Senior Notes, the BGC Group 8.000% Senior Notes, the BGC Group 6.600% Senior Notes, and the outstanding BGC Partners Notes), unless we have exercised our right to redeem such notes, holders of the notes will have the right to require us to repurchase all or any part of their notes at a price in cash equal to 101% of the then-outstanding aggregate principal amount of the notes repurchased plus accrued and unpaid interest, if any.

There can be no assurance that we would have sufficient, readily available financial resources, or would be able to arrange financing, to repurchase the BGC Group 4.375% Senior Notes, the BGC Group 8.000% Senior Notes, the BGC Group 6.600% Senior Notes, or the BGC Partners senior notes upon a “change of control triggering event.” A failure by us to repurchase the notes when required would result in an event of default with respect to the notes.

We may not have the funds necessary to repurchase the BGC Group 8.000% Senior Notes, the BGC Group 6.600% Senior Notes, or the BGC Group 6.150% Senior Notes upon a change of control triggering event as required by the indentures governing these notes.

Upon the occurrence of a “change of control triggering event” (as defined in the indentures governing the BGC Group 8.000% Senior Notes, the BGC Group 6.600% Senior Notes, and the BGC Group 6.150% Senior Notes), unless we have exercised our right to redeem such notes, holders of the notes will have the right to require us to repurchase all or any part of their notes at a price in cash equal to 101% of the then-outstanding aggregate principal amount of the notes repurchased plus accrued and unpaid interest, if any.

There can be no assurance that we would have sufficient, readily available financial resources, or would be able to arrange financing, to repurchase the BGC Group 8.000% Senior Notes, the BGC Group 6.600% Senior Notes, or the BGC Group 6.150% Senior Notes upon a “change of control triggering event.” A failure by us to repurchase the notes when required would result in an event of default with respect to the notes.

In addition, such failure may also constitute an event of default and result in the effective acceleration of the maturity of our other then-existing indebtedness.

The requirement to offer to repurchase the BGC Group 4.375% Senior Notes, the BGC Group 8.000% Senior Notes, the BGC Group 6.600% Senior Notes, or the BGC Partners senior notes upon a “change of control triggering event” may delay or prevent an otherwise beneficial takeover attempt of us.

The requirement to offer to repurchase the BGC Group 4.375% Senior Notes, the BGC Group 8.000% Senior Notes, the BGC Group 6.600% Senior Notes, or the BGC Partners senior notes upon a “change of control triggering event” may in certain circumstances delay or prevent a takeover of us and/or the removal of incumbent management that might otherwise be beneficial to investors in our Class A common stock.

Risks Related to the Geographic Locations of Our Business

Our business is geographically concentrated and could be significantly affected by any adverse change in the regions in which we operate.

Historically, our business operations have been substantially located in the U.S.

While we are expanding our business to new geographic areas, we are still highly concentrated in these areas.

Because we derived approximately 34.5% and approximately 33.3% of our total revenues on a consolidated basis for the year ended December 31, 2024 from our operations in the U.K.

and the U.S., respectively, our business is exposed particularly to adverse regulatory and competitive changes, economic downturns and changes in political conditions in these countries.

If we are unable to identify and successfully manage or mitigate these risks, our business, financial condition, results of operations and prospects could be materially adversely affected.

exit from the EU could materially adversely impact our customers, counterparties, business, financial condition, results of operations and prospects.

On January 1, 2021, the U.K.

formally left the EU and U.K.-EU trade became subject to a new agreement that was concluded in December of 2020.

The exit from the EU is commonly referred to as Brexit.

Financial services fall outside of the scope of this trade agreement.

Instead, the relationship will largely 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.

It is currently unknown if or when equivalence decisions will be taken.

In March 2021, the U.K.

and EU agreed a Memorandum of Understanding on Financial Services Regulatory Cooperation which creates a structure for dialogue but does not include commitments on equivalence.

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.

As part of our ongoing Brexit strategy, ownership of BGC Madrid, Copenhagen and Frankfurt & 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.

We have been generally increasing our footprint in the EU which includes the establishment of a branch office of Aurel BGC SAS in Milan and an office in Monaco under a local Monaco subsidiary.

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, financial condition, results of operations and prospects.

Furthermore, in the future the U.K.

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.

The requirement to offer to repurchase the BGC Group 8.000% Senior Notes, the BGC Partners 8.000% Senior Notes, the BGC Group 6.600% Senior Notes, or the BGC Group 6.150% Senior Notes upon a “change of control triggering event” may delay or prevent an otherwise beneficial takeover attempt of us.

The requirement to offer to repurchase the BGC Group 8.000% Senior Notes, the BGC Partners 8.000% Senior Notes, the BGC Group 6.600% Senior Notes, or the BGC Group 6.150% Senior Notes upon a “change of control triggering event” may in certain circumstances delay or prevent a takeover of us and/or the removal of incumbent management that might otherwise be beneficial to investors in our Class A common stock.

Risks Related to Our Intellectual Property

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Errors and defects could result in unanticipated downtime or failure and could cause financial loss and harm to our reputation and our business.

We have from time to time found defects and errors in our technology, products and service and defects and errors in our technology, products or services may be detected in the future.

We have from time to time found defects and errors in our technology, products and services and defects and errors in our technology, products or services may be detected in the future.

In addition, our customers may use our technology, products and services in unanticipated ways that may cause a disruption for other customers.

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Since our customers use our technology, products and services for important aspects of their business and for financial transactions, any errors, defects, or disruptions in such technology, products and services or other performance problems with our technology, products and services could subject our customers to harm and hurt our reputation.

Malicious cyber-attacks and other adverse events that affected our operational systems or infrastructure, or those of third parties, could disrupt our business, result in the disclosure of confidential information, damage our reputation and cause losses or regulatory penalties.

While we view cybersecurity as a top priority, developing and maintaining our operational systems and infrastructure is challenging, particularly as a result of rapidly evolving legal and regulatory requirements and technological shifts.

Malicious cyber-attacks and other adverse events that affect our operational systems or infrastructure, or those of third parties, could disrupt our business, result in the disclosure of confidential information, damage our reputation and cause losses or regulatory penalties.

While we view cybersecurity as a top priority, developing and maintaining our operational systems and infrastructure is challenging, particularly as a result of rapidly evolving technological shifts.

Our businesses require us to process and monitor, on a daily basis, a very large number of transactions, many of which are highly complex, across numerous and diverse markets and in many currencies.

Developing and maintaining our operational systems and infrastructure are challenging, particularly as a result of us and our clients entering into new businesses, jurisdictions and regulatory regimes, rapidly evolving legal and regulatory requirements and technological shifts.

Developing and maintaining our operational systems and infrastructure are challenging, particularly as a result of us and our clients entering into new businesses, jurisdictions and regulatory regimes, and rapidly evolving legal and regulatory requirements.

Our financial, accounting, data processing or other operating and compliance systems and facilities may fail to operate properly or become disabled as a result of events that are wholly or partially beyond our control, including malicious cyber-attacks or other adverse events, which may adversely affect our ability to process these transactions or provide services or products.

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As a result, our computer systems, software and networks may be vulnerable to unauthorized access, loss or destruction of data (including confidential customer information), account takeovers, unavailability or disruption of services, computer viruses, acts of vandalism, or other malicious code, ransomware, hacking, phishing and other cyber-attacks and other adverse events that could have an adverse security impact.

Additionally, we may be vulnerable to cybersecurity attacks utilizing emerging technologies, such as artificial intelligence.

Additionally, we may be vulnerable to cybersecurity attacks utilizing emerging technologies, such as AI.

Despite the defensive measures we have taken, these threats may come from external forces, such as governments, nation-state actors, organized crime, hackers, and other third parties or may originate internally from within our business.

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The number and complexity of these threats continue to increase over time.

The techniques used in these attacks are increasingly sophisticated, change frequently and are often not recognized until launched.

The techniques used in these attacks are increasingly sophisticated (including through the use of AI), change frequently and are often not recognized until launched.

If one or more cyber-attacks occur, it could potentially jeopardize the confidential, proprietary and other information processed and stored in, and transmitted through, our computer systems and networks, or otherwise cause interruptions or malfunctions in our, as well as our customers’ or other third parties’ operations, which could result in reputational damage, financial losses, customer dissatisfaction and/or regulatory penalties, which may not in all cases be covered by insurance.

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In addition to the increased cost of compliance, our failure to successfully implement or comply with appropriate processes to adhere to the GDPR and other laws and regulations relating to personal data could result in substantial financial penalties for non-compliance, expose us to litigation risk and harm our reputation.

We and our competitors may use artificial intelligence in our businesses, and challenges with properly managing its use could result in competitive harm, regulatory action, legal liability and brand or reputational harm.

We are developing and may use AI, including, without limitation, machine learning and generative AI in our business and integrate AI into our platforms, products, offerings and services.

Such use may present legal, regulatory and other challenges that could subject us to competitive harm, regulatory action, legal liability and brand or reputational harm.

Our efforts to utilize these technological advancements may not be successful, may result in substantial integration and maintenance costs, and may expose us to additional risks.

If the output of any AI integrated into our platforms, products, offerings or services are or are alleged to be deficient, inaccurate, infringing, violative of third-party rights or biased, our business, financial condition, and results of operations may be adversely affected.

The content, analyses, or recommendations generated by AI programs, if deficient, inaccurate, or biased, could adversely impact our business, financial condition, and operational results, as well as our reputation.

Moreover, ethical concerns associated with AI could lead to brand damage, competitive disadvantages, or legal repercussions.

We and our competitors may use AI in our businesses, and challenges with properly managing its use could result in competitive harm, regulatory action, legal liability and brand or reputational harm.

We use and continue to develop AI tools in our business, including, without limitation, machine learning and generative AI tools, and may integrate AI into our platforms, products, offerings and services, including client-facing ones.

Such use and integration of AI may present legal, regulatory and other challenges that could subject us to competitive harm, regulatory action, legal liability and brand or reputational harm.

Our efforts to utilize AI may not be successful, may result in substantial integration and maintenance costs, and may expose us to additional risks.

If the output of any AI used in our business or integrated into our platforms, products, offerings or services are or are alleged to be deficient, false, inaccurate, misleading, infringing, violative of third-party rights, discriminatory or biased, our business, financial condition, reputation and results of operations may be adversely affected.

Moreover, the use of AI could lead to the inadvertent disclosure of personal, confidential and/or proprietary information, which could put us at a competitive disadvantage and adversely affect our proprietary rights, business and financial condition and expose us to privacy violations, reputational harm and liability.

Ethical concerns associated with AI could lead to brand damage, competitive disadvantages, or legal repercussions.

Any problems with our implementation or use of AI or other technological advancements could negatively impact our business or results of our operations.

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Our competitors or other third parties may incorporate AI into their products or services more quickly or more successfully than us, which could make our products and services obsolete, impair our ability to compete effectively and adversely affect our business.

Moreover, use of third-party AI tools could lead to the inadvertent disclosure of confidential and proprietary information, which could put us at a competitive disadvantage and adversely affect our proprietary rights, business and financial condition and expose us to reputational harm and liability.

As AI capabilities improve and are increasingly adopted, we may also become more vulnerable to cybersecurity attacks that use AI.

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Risks Relating to Our Key Personnel and Employee Turnover

Leadership changes and the resulting transition following Howard Lutnick’s confirmation as the U.S.

Leadership changes and the resulting transition following our former Chairman and Chief Executive Officer’s confirmation as the U.S.

Secretary of Commerce could have an adverse effect on our business.

On February 18, 2025, Howard Lutnick was confirmed by the United States Senate as the 41st Secretary of Commerce.

Following his confirmation, Howard Lutnick stepped down as our Chairman of the Board and Chief Executive Officer, positions he has served in since 1999, and our Board appointed John Abularrage, JP Aubin, and Sean Windeatt as our Co-Chief Executive Officers.

While we have full confidence in our proven senior management team including our three Co-Chief Executive Officers, which are long-term and respected industry veterans, the loss of Howard Lutnick, as well as his deep institutional knowledge and industry relationships, as Chief Executive Officer and the resulting transition may be inherently difficult to manage and may hamper our ability to meet our financial and operational goals as we adapt to these changes, particularly in the short term.

Such changes may also result in added costs.

While we believe our new Co-CEOs have significant skills and longevity in the industry that will provide a strong transition, the loss of Howard Lutnick could result in initial disruptions to our operations and impact our ability to execute on our current strategy and pursue new strategic initiatives, which in turn could have an adverse effect on our business.

On February 18, 2025, Mr.

Howard Lutnick was confirmed by the United States Senate as the 41st Secretary of Commerce.

Following his confirmation, Mr.

Howard Lutnick stepped down as our Chairman of the Board and Chief Executive Officer, positions he has served in since 1999, and our Board appointed Messrs.

John Abularrage, JP Aubin, and Sean Windeatt as our Co-Chief Executive Officers.

On the same day, the Board appointed Mr.

Brandon Lutnick, son of Mr.

Howard Lutnick, to serve as a member of the Board.

Additionally, the Board appointed our Executive Vice President and Chief Legal Officer, Mr.

Stephen Merkel, to serve as Chairman of the Board.

While we have full confidence in our proven senior management team, including our three Co-Chief Executive Officers, which are long-term and respected industry veterans, the loss of Mr.

Howard Lutnick’s deep institutional knowledge and industry relationships, may impact our ability to meet our financial and operational goals as we and our management continue to adapt to his departure.

While we believe our management, including our Co-Chief Executive Officers, have significant skills and longevity in our industry, the change in leadership, particularly in the short term, could result in disruption or otherwise impact our operations and our ability to execute on our current strategy and pursue new strategic initiatives, which in turn could have an adverse effect on our business.

The loss of key employees or the failure to hire and retain highly skilled and other key personnel could negatively affect our business.

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Further, as we diversify into future business lines or geographic regions, hiring and engagement of effective management in these areas will impact our success.

See “Item 1-Business-Human Capital Management.” If our retention efforts are not successful or our turnover rate increases in the future, our business, results of operations and financial condition could be materially adversely affected.

See Part I, “Item 1—Business—Human Capital Management.” If our retention efforts are not successful or our turnover rate increases in the future, our business, results of operations and financial condition could be materially adversely affected.

Effective succession planning is also important to our long-term success.

Failure to smoothly navigate current and future transitions among our senior management or to effectively transfer knowledge to future executive officers and key employees could hinder our strategic planning and execution.

From time to time, members of senior management, directors or other key employees may leave our Company or be absent due to illness or other factors.

While we strive to retain our key employees and to reduce the negative impact of such changes when they occur, losing certain key employees could result in significant disruptions to our operations, adversely impact employee retention, and seriously harm our business.

Similarly, hiring, training, and successfully integrating replacements for critical personnel is time consuming and, if unsuccessful, could disrupt our operations, and as a result could materially adversely affect our business, financial condition, results of operations and prospects.

The ability of key employees to devote adequate time and attention to us are a key part of the success of our business, and failure to continue to employ and have the benefit of these persons may adversely affect our business and prospects.

Failure to smoothly navigate current and future transitions among our existing or future senior management or to effectively transfer knowledge to future executive officers and key employees could hinder our strategic planning and execution.

From time to time, members of senior management or other key employees may leave our Company or be absent due to illness or other factors.

Similarly, hiring, training, and successfully integrating replacements for critical personnel or new management structures or reporting lines is time consuming and potentially disruptive, and, if unsuccessful, could disrupt our operations, and as a result could materially adversely affect our business, financial condition, results of operations and prospects.

The ability of key employees to devote adequate time and attention to us is a key part of the success of our business, and failure to continue to have the benefit of these persons’ service at sufficient levels may adversely affect our business and prospects.

Certain officers and other key employees have positions with and obligations to Cantor, Newmark, or their respective affiliates, and may dedicate only a portion of their professional efforts to our business and operations.

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For example, Mr.

Merkel, the Chairman of our Board and our Executive Vice President and General Counsel, is employed as Executive Vice Chairman, Executive Managing Director, General Counsel and Secretary of Cantor and Executive Vice President and Chief Legal Officer of Newmark as well as Chairman of Newmark’s board of directors.

Stephen Merkel, the Chairman of our Board and our Executive Vice President and General Counsel, is employed as Executive Vice Chairman, Executive Managing Director, General Counsel and Secretary of Cantor and Executive Vice President and Chief Legal Officer of Newmark as well as Chairman of Newmark’s board of directors.

In addition, Mr.

Merkel also holds offices at various other affiliates of Cantor.

Merkel is not subject to employment agreements with us or any of our subsidiaries.

Merkel spent approximately 35% of his working time on our matters.

Merkel expects to spend approximately 35% of his working time on our matters in 2025.

This percentage may vary depending on business developments, strategic initiatives or acquisition activity at us or Newmark or Cantor or any of our or their other affiliates, including SPACs.

Merkel or certain other of our officers or key employees who have positions with and obligations to other entities may not be able to dedicate adequate time and attention to our business and operations, may be subject to conflicts of interest with us due to their other positions and obligations, and we could experience an adverse effect on our operations due to the demands placed on these persons by their other professional obligations.

Stephen Merkel also holds offices at various other affiliates of Cantor.

Stephen Merkel is not subject to employment agreements with us or any of our subsidiaries.

Stephen Merkel spent approximately 35% of his working time on our matters.

Stephen Merkel expects to spend approximately 30% of his working time on our matters in 2026.

This percentage may vary depending on business developments, strategic initiatives or acquisition activity at us, Newmark, Cantor or any of our or their other affiliates, including SPACs.

Stephen Merkel or certain other of our officers or key employees who have positions with and obligations to other entities may not be able to dedicate adequate time and attention to our business and operations, may be subject to conflicts of interest with us due to their other positions and obligations, and we could experience an adverse effect on our operations due to the demands placed on these persons by their other professional obligations.

We may be unable to enforce post-employment restrictive covenants applicable to our employees.

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Should any of our key employees join an existing competitor, form a competing company, offer services to Cantor or any affiliates that compete with our products, services or otherwise leave us, some of our customers could choose to use the services of that competitor or another competitor instead of our services, which could adversely affect our revenues and as a result could materially adversely affect our business, financial condition, results of operations and prospects.

In 2024, the Federal Trade Commission enacted a rule, which is currently under legal challenge, that would render non-competition clauses unenforceable in certain situations.

If such a rule is upheld (in any form) by the courts, it could have a material adverse impact on any applicable post-employment restrictive covenants currently in place.

While we have had success in responding to challenges to certain of our non-compete provisions, there can be no assurance that our non-competition agreements will be found enforceable if challenged in certain jurisdictions, including jurisdictions that generally do not enforce post-employment restrictive covenants or in jurisdictions that have adopted or expanded restrictions on the use of post-employment restrictive covenants, such as California.

More jurisdictions may adopt similar rules.

A successful challenge to any of our post-employment restrictive covenants may have a material impact on our business, financial condition, results of operations and prospects.

Risks Related to Internal Controls

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Any material failure to ensure full compliance with control and financial reporting requirements, including as a result of acquisitions, could result in restatement of our financial statements, delay or prevent us from accessing the capital markets and harm our reputation and/or the market price for our Class A common stock.

We have excluded OTC Global from BGC management’s assessment of internal control over financial reporting.

When OTC Global is included in our assessment, we may discover the need to implement additional effective internal controls, and the integration of OTC Global in our business could take longer than expected.

On April 1, 2025, we completed the acquisition of OTC Global, which established our Company as the world’s largest ECS broker by revenue as of December 31, 2025.

As permitted under SEC regulations, we have excluded OTC Global from BGC’s assessment of internal control over financial reporting until April 1, 2026.

When OTC Global is included in our assessment, we may discover the need to design and implement additional effective internal controls which could result in additional integration efforts or take additional time.

While we expect to complete the integration of OTC Global in our business in 2026, this process could take longer than expected.

Risks Related to Seasonality

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Risks Related to Regulatory and Legal Compliance

Extensive regulation of our business restricts and limits our operations and activities and results in ongoing exposure to potential significant costs and penalties, including fines, sanctions, enhanced oversight, increased financial and capital requirements, and additional restrictions or limitations on our ability to conduct or grow our business.

The financial services industry, including our business, is subject to extensive regulation, which is very costly.

The requirements imposed by regulators are designed to ensure the integrity of the financial markets and to protect customers and other third parties who deal with us and are not designed to protect the holders of our stock, notes or other securities.

These regulations will often serve to restrict or limit our operations and activities, including through capital, customer protection and market conduct requirements.

Our business is subject to regulation by governmental and self-regulatory organizations in the jurisdictions in which we operate around the world.

Many of these regulators, including U.S.

government agencies and self-regulatory organizations, as well as state securities commissions in the U.S., are empowered to bring enforcement actions and to conduct administrative proceedings and examinations, inspections, and investigations, which may result in costs, penalties, fines, enhanced oversight, increased financial and capital requirements, restrictions or limitations, and censure, suspension or expulsion.

Self-regulatory organizations, such as FINRA and the NFA, along with statutory bodies such as the SEC and the CFTC, and the FCA and other international regulators, require strict compliance with their rules and regulations.

Firms in the financial services industry, including us, have experienced increased scrutiny in recent years, and penalties, fines and other sanctions sought by regulatory authorities, including the SEC, the CFTC, FINRA, the NFA, state securities commissions and state attorneys general in the U.S., and the FCA in the U.K.

and other international regulators have increased accordingly.

While the current U.S.

administration and other international administrations have begun rolling back regulation within the financial services industry, the existing regulatory environment, and the manner and extent of any reductions in regulatory burden, may continue to create uncertainty.

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.

As a result of such reviews, we have been and may in the future be subject to increased monitoring (including in relation to matters unrelated to our activities in the financial services industry) and be required to include or enhance certain regulatory structures and frameworks in our operating procedures, systems, and controls.

The SMCR came into effect in the U.K.

on December 9, 2019.

Accountability requirements now fall on senior managers, and a wider population of U.K.

staff are subject to certification requirements.

SMCR has increased the cost of compliance and will potentially increase financial penalties for non-compliance.

Disciplinary actions by the SEC, the CFTC, the FCA, self-regulatory organizations and state securities administrators have impacted, and may impact in the future, our acquisitions of regulated businesses or entry into new business lines, and have resulted, and may result in the future, in significant costs and remediation expenses.

The financial services industry in general faces potential regulatory, litigation and/or criminal risks that may result in damages or fines or other penalties as well as costs, and we may face damage to our professional reputation and legal liability if our products and services are not regarded as satisfactory, our employees do not adhere to all applicable legal and professional standards, or for other reasons, all of which could have a material adverse effect on our business, financial condition, results of operations and prospects.

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A settlement of, or judgment related to, any such matters could result in regulatory, civil or criminal liability, fines, penalties, restrictions or limitations on our operations and activities and other sanctions and could otherwise have a material adverse effect on our business, results of operations, financial condition and prospects.

Any such action could also cause us significant reputational harm, which, in turn, could seriously harm our business.

Any such action could also cause us significant reputational harm, which, in turn, could materially harm our business.

In addition, regardless of the outcome of such matters, we may incur significant legal and other costs, including substantial management time, dealing with such matters, even if we are not a party to the litigation or a target of the inquiry.

Significant regulatory action or substantial legal liability against us could have a material adverse effect on our business, financial condition, results of operations and prospects, or cause significant reputational damage to us, which could seriously harm us.

We depend to a large extent on our relationships with our customers and our reputation for integrity and high-caliber professional services to attract and retain customers.

We are subject to the risk of failure of our employees to comply with applicable laws, rules and regulations or to be adequately supervised by their managers, and to the extent that such individuals do not meet these requirements, we may be subject to the risk of fines or other penalties as well as reputational risk.

Negative publicity about us, including our past or present officers or stockholders, including information published in the press or posted on social media, whether or not true, or any resulting lawsuits or investigations by regulators, legislators or law enforcement officials, may divert the time of our management and our resources, harm our reputation or otherwise negatively affect us, our business, financial condition, results of operations and prospects.

If we fail to address, or appear to fail to address, issues that may give rise to reputational risk, it may significantly harm our business prospects.

These issues may include, but are not limited to, perceived conflicts of interest or other ethical issues, and employee misconduct, in all cases both regarding ourselves and our affiliates.

We are subject to the risk of failure of our employees to comply with applicable laws, rules and regulations or to be adequately supervised by their managers, and to the extent that such individuals do not meet these requirements, we have been and may be subject to the risk of fines or other penalties as well as reputational risk.

It is not always possible to deter and detect employee misconduct or fraud.

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As a result, if our customers are not satisfied with our products or services, or our employees do not adhere to all applicable legal and professional standards, such matters may be more damaging to our business than to other types of businesses.

In addition, financial services firms such as ours are subject to numerous conflicts of interests or perceived conflicts, including principal trading and trading to make markets.

We have adopted various policies, controls, and procedures to address or limit actual or perceived conflicts, and we will regularly seek to review and update our policies, controls and procedures.

However, these policies, controls and procedures may result in increased costs and additional operational personnel.

Failure to adhere to these policies, controls and procedures may result in regulatory sanctions or customer claims.

Our FMX business is subject to risks related to regulatory oversight and approval.

On January 22, 2024, FMX received approval from the CFTC to operate an exchange for U.S.

Treasury and SOFR futures.

On September 23, 2024, FMX Futures Exchange launched the trading of SOFR futures.

On May 18, 2025, FMX Futures Exchange also successfully launched the trading of U.S.

Treasury futures contracts, initially with 2-year and 5-year contracts.

The ongoing operation of FMX may require further regulatory approval and be subject to regulatory oversight, which could subject us to additional costs or obstacles.

The failure of FMX to receive any required regulatory approvals to operate may adversely affect our business.

We are subject to regulatory capital requirements on our regulated business, and a significant operating loss or any extraordinary charge against capital could materially adversely affect our ability to expand or, depending upon the magnitude of the loss or charge, even to maintain the current level of our business.

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In addition, our SEFs, BGC Derivative Markets and GFI Swaps Exchange LLC, 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.

On January 22, 2024, FMX received approval from the CFTC to operate an exchange for U.S.

Treasury and SOFR futures.

On September 23, 2024, FMX Futures Exchange launched the trading of SOFR futures.

The ongoing operation of FMX may require further regulatory approval and be subject to regulatory oversight, which could subject us to additional costs or obstacles.

The failure of FMX to receive any required regulatory approvals to operate may adversely affect our business.

Our international operations are also subject to capital requirements in their local jurisdiction.

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.

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.

In addition, BGC European Holdings L.P.

is subject to the FCA’s consolidated capital requirements.

The capital requirements of our French entities (and their EU branches) are predominantly set by the ACPR and AMF.

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.

is subject to the FCA’s consolidated capital and liquidity requirements.

The capital and liquidity requirements of our French entities (and their EU branches) are predominantly set by the ACPR.

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 jurisdictions in which they do business, such as Australia, Hong Kong and Singapore.

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Our ability to withdraw capital from our regulated subsidiaries is subject to restrictions, which, in turn, could limit our ability to pay our indebtedness, other expenses, and dividends on our Class A common stock, to repurchase shares of our Class A common stock or to pursue strategic acquisitions or other growth opportunities.

It is possible that capital requirements may also be relaxed as a result of future changes in U.S.

regulation, although no assurance can be given that such changes will occur.

We cannot predict our future capital needs or our ability to obtain additional financing.

No assurance can be given that required capital levels will remain stable or that we will not incur substantial expenses in connection with maintaining current or increased capital levels or engaging in business restructurings or other activities in response to these requirements.

In addition, financial services firms such as ours are subject to numerous conflicts of interests or perceived conflicts, including principal trading and trading to make markets.

We have adopted various policies, controls, and procedures to address or limit actual or perceived conflicts, and we will regularly seek to review and update our policies, controls and procedures.

However, these policies, controls and procedures may result in increased costs and additional operational personnel.

Failure to adhere to these policies, controls and procedures may result in regulatory sanctions or customer claims.

Even after the award of permanent registration status to our SEFs, we will incur significant additional costs operating certain of our swap execution facilities, our revenues may be lower than in the past and our financial condition and results of operations may be materially adversely affected by future events.

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The exemptive relief is pending approval by the SEC.

On January 29, 2025 the SEC approved GFI Swaps Exchange LLC’s application and the firm’s registration is effective on February 28, 2025.

On January 29, 2025 the SEC approved GFI Swaps Exchange LLC’s application and the firm’s registration became effective on February 27, 2025.

While we continue to have a compliance framework in place to comply with both CFTC and SEC rules and regulations, it is possible that the existing regulatory framework may be amended, which amendments could have a positive or negative impact on our business, financial condition, results of operations and prospects.

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This would have a broad impact on us and could have a material adverse effect on our business’ financial condition, results operations, and prospects.

Our energy, commodities and shipping activities, including those related to environmental and emission, power, oil, and natural gas products, subject us to extensive regulation, potential catastrophic events and other risks that may result in our incurring significant costs and liabilities.

Our ECS business activities, including those related to environmental and emission, power, oil, and natural gas products, subject us to extensive regulation, potential catastrophic events and other risks that may result in our incurring significant costs and liabilities.

We engage in the brokerage of a wide range of energy and commodities products, including environmental and emission, power, oil, and natural gas products.

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In addition, the proposed rules extend Regulation SCI to ATS trading government securities.

In addition, the SEC has also adopted final rule amendments that have shortened the standard settlement cycle for most broker-dealer securities transactions from two business days after the trade date (T+2) to one business day after the trade date (T+1).

There may be additional settlement cycle changes in the future.

The shortening of settlement cycles may increase the operational demands, funding issues, fails penalties and buy‑ins associated with transactions, and may require systems and process overhauls with associated cost and error risk.

While we continue to have a compliance framework in place to comply with both existing and proposed rules and regulations, it is possible that the existing regulatory framework may be amended, which amendments could have a positive or negative impact on our business, financial condition, results of operations and prospects.

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The authorities of countries in which we have offices or do business may from time-to-time institute changes to tax law that, if applicable to us, could have a material adverse effect on our business, financial condition, results of operations and prospects.

Similarly, the current presidential administration has outlined a series of proposed changes to U.S.

tax law, some of which could apply to us.

It is not possible to predict if any of these new provisions will be enacted or, if they are, what form they may take.

It is possible that one or more of such provisions could negatively impact our costs and our effective tax rate, which would affect our after-tax earnings.

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If we are unable to successfully address any such challenge, it could have a material adverse effect on our business, financial condition, results of operations and prospects.

The financial services industry, including our business, is subject to extensive regulation, which is very costly.

These regulations will often serve to restrict or limit our operations and activities, including through capital, customer protection and market conduct requirements.

Our business is subject to regulation by governmental and self-regulatory organizations in the jurisdictions in which we operate around the world.

Many of these regulators, including U.S.

and other international regulators have increased accordingly.

This trend toward a heightened regulatory and enforcement environment can be expected to continue for the foreseeable future, and this environment may create uncertainty.

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.

Increasingly, the FCA has developed a practice of requiring senior officers of regulated firms to provide individual attestations or undertakings as to the status of the firm’s control environment, compliance with specific rules and regulations or the completion of required tasks.

Officers of BGC Brokers L.P.

and GFI Brokers Limited have given such attestations or undertakings in the past and may do so again in the future.

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.

on December 9, 2019.

Accountability requirements now fall on senior managers, and a wider population of U.K.

staff are subject to certification requirements.

SMCR has increased the cost of compliance and will potentially increase financial penalties for non-compliance.

Risks Related to Competition

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operate trading platforms for both OTC and listed products and may attempt to compete with us for trade execution in the future.

We also increasingly compete with a number of ECS brokerage firms, such as Marex Group PLC, as we continue to invest in the growth of this asset class.

We also increasingly compete with a number of ECS brokerage firms, such as Marex Group PLC, StoneX Group, and Clarksons PLC, as we continue to invest in the growth of this asset class.

Some of our competitors have greater market presence, marketing capabilities and financial, technological and personnel resources than we have and, as a result, our competitors may be able to:

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• develop services that are preferred by our customers.

In addition, new competitors may emerge, and our product and service lines may be threatened by new technologies or market trends that reduce the value of our existing product and service lines or we may enter new businesses, including crypto-currency and similar opportunities, for which there are high barriers to entry or for which we may be regulated.

If we are not able to compete successfully in the future, our revenues could be adversely impacted, and as a result our business, financial condition, results of operations and prospects could be materially adversely affected.

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Over time, there has been substantial consolidation and concentration of market share among companies in the banking, brokerage, exchange, and financial services industries, resulting in increasingly large existing and potential competitors, and increased concentration in markets dominated by some of our largest customers.

In addition, some of our large broker-dealer customers have reduced their sales and trading business in fixed income, currency, and commodities.

The combination of this consolidation and concentration of market share and the reduction by large customers of certain businesses may lead to increased concentration among our brokerage customers, which may reduce our ability to negotiate pricing and other matters with our customers and lower volumes.

The combination of this consolidation and concentration of market share may lead to increased concentration among our brokerage customers, which may reduce our ability to negotiate pricing and other matters with our customers and lower volumes.

Additionally, the sales and trading global revenue market share has generally become more concentrated over the past several years among the top investment banks across equities, fixed income, currencies, and commodities.

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• potentially adverse tax consequences arising from compliance with foreign laws, rules, and regulations to which our international businesses are subject and the repatriation of overseas earnings.

In emerging market countries, we primarily conduct our business on an agency and matched principal basis, where the risk of counterparty default, inconvertibility events and sovereign default is greater than in more developed countries.

We enter transactions in cash and derivative instruments primarily on an agency and matched principal basis with counterparties domiciled in countries in Latin America, Eastern Europe and Asia.

Transactions with these counterparties are generally in instruments or contracts of sovereign or corporate issuers located in the same country as the counterparty.

This exposes us to a higher degree of sovereign or convertibility risk than in more developed countries.

In addition, these risks may entail correlated risks.

A correlated risk arises when the counterparty’s inability to meet its obligations also corresponds to a decline in the value of the instrument traded.

In the case of a sovereign convertibility event or outright default, the counterparty to the trade may be unable to pay or transfer payment of an instrument purchased out of the country when the value of the instrument has declined due to the default or convertibility event.

A global financial crisis of would heighten the risk of sovereign or convertibility events in emerging markets similar to the events that occurred in previous financial downturns.

Our risk management function monitors the creditworthiness of emerging countries and counterparties on an ongoing basis and, when the risk of inconvertibility or sovereign default is deemed to be too great, correlated transactions or all transactions may be restricted or suspended.

However, there can be no assurance that these procedures will be effective in controlling these risks.

Our operations are global and exchange rate fluctuations and international market events could materially and adversely impact our business, financial condition, results of operations and prospects.

Because our operations are global, we are exposed to risks associated with changes in FX rates.

Changes in foreign currency rates create volatility in the U.S.

dollar equivalent of revenues and expenses which may result in higher or lower values than in an otherwise constant currency exchange rate environment, in particular with regard to British Pounds and Euros.

In addition, changes in the remeasurement of our foreign currency denominated net assets are recorded as part of our results of operations and fluctuate with changes in foreign currency rates.

We monitor our net exposure to foreign currencies on a daily basis and we may hedge our exposure as deemed appropriate with major financial institutions.

However, potential movements in the U.S.

dollar against other currencies in which we earn revenues have in the past and may in the future materially and adversely affect our results of operations and financial condition.

In particular, during the fourth quarter and full year ending December 31, 2025, certain of our expenses increased as a result of the sustained weakening of the U.S.

dollar against currencies in which we incur expenses, thereby increasing the U.S.

dollar equivalent of those costs.

A sustained increase in such expenses as a result of currency fluctuations may negatively impact our financial condition, results of operations and prospects.

For additional information on our foreign currency risk, refer to “Foreign Currency Risk” in Part II, “Item 7A – Quantitative and Qualitative Disclosures About Market Risk.”

Furthermore, our revenues derived from non-U.S.

operations are subject to risk of loss from social or political instability, changes in government policies or policies of central banks, downgrades in the credit ratings of sovereign countries, expropriation, nationalization, confiscation of assets and unfavorable legislative, political developments, and other events in such non-U.S.

jurisdictions.

Revenues from the trading of non-U.S.

securities may be subject to negative fluctuations as a result of the above factors.

The impact of these fluctuations on our results could be magnified because non-U.S.

trading markets, particularly in emerging market countries, are smaller, less liquid, and more volatile than U.S.

trading markets.

Our business is geographically concentrated and could be significantly affected by any adverse change in the regions in which we operate.

Historically, our business operations have been substantially located in the U.S.

While we are expanding our business to new geographic areas, we are still highly concentrated in these areas.

Because we derived approximately 36.0% and approximately 33.5% of our total revenues on a consolidated basis for the year ended December 31, 2025 from our operations in the U.K.

and the U.S., respectively, our business is exposed particularly to adverse regulatory and competitive changes, economic downturns and changes in political conditions in or trade tensions between these countries.

If we are unable to identify and successfully manage or mitigate these risks, our business, financial condition, results of operations and prospects could be materially adversely affected.

Credit ratings downgrades or defaults by us, Cantor or another large financial institution could adversely affect us or financial markets generally.

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Additional collateral may be required in the event of a negative change in credit ratings or rating outlooks.

Our activities are subject to credit and performance risks, which could result in us incurring significant losses that could materially adversely affect us.

Our activities are subject to credit and performance risks, which could result in us incurring significant losses that could materially adversely affect our business, financial condition, results of operations and prospects.

Our activities are subject to credit and performance risks.

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Any losses arising from such defaults could materially adversely affect our business, financial condition, results of operations and prospects.

We enter transactions in cash and derivative instruments primarily on an agency and matched principal basis with counterparties domiciled in countries in Latin America, Eastern Europe and Asia.

Transactions with these counterparties are generally in instruments or contracts of sovereign or corporate issuers located in the same country as the counterparty.

This exposes us to a higher degree of sovereign or convertibility risk than in more developed countries.

In addition, these risks may entail correlated risks.

A correlated risk arises when the counterparty’s inability to meet its obligations also corresponds to a decline in the value of the instrument traded.

The global financial crisis of recent years has heightened the risk of sovereign or convertibility events in emerging markets similar to the events that occurred in previous financial downturns.

However, there can be no assurance that these procedures will be effective in controlling these risks.

Concentration and Market Risk

The rates business is and has historically been our largest product category, and we could be significantly affected by any downturn in the rates product market.

Given the concentration of our brokerage business on our ECS and Rates products, we could be significantly affected by any downturn in those product markets.

We offer our brokerage services in five broad product categories:

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

Our brokerage revenues are and have been historically largest in our Rates asset class, which accounted for approximately 33.7% of our total brokerage revenues on a consolidated basis for the year ended December 31, 2024.

While we focus on expanding and have successfully diversified our product offerings, including through recent acquisitions in our Energy, Commodities, and Shipping business, we may currently be exposed to any adverse change or condition affecting the interest rates market.

Accordingly, the concentration of our brokerage business on rates products subjects our results to a greater market risk than if we had more diversified product offerings.

ECS, Rates, FX, Credit, and Equities.

For the year ended December 31, 2025, our ECS asset class was our largest product category and accounted for approximately 37.1% of our total brokerage revenues on a consolidated basis.

Our Rates asset class has historically been our largest product category but is now our second largest product category, which accounted for approximately 28.4% of our total brokerage revenues on a consolidated basis for the year ended December 31, 2025.

While we focus on expanding and have successfully diversified our product offerings, including through recent acquisitions in our ECS business, we may currently be exposed to any adverse change or condition affecting the energy, commodities and interest rates markets.

Accordingly, the concentration of our brokerage business on our ECS and Rates products subjects our results to greater market risk than if we had more diversified product offerings.

Due to our current customer concentration, a loss of one or more of our significant customers could materially harm our business, financial condition, results of operations and prospects.

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CF&Co is a member of FINRA and the FICC, a subsidiary of the Depository Trust & Clearing Corporation.

In addition, certain affiliated entities are subject to regulation by the CFTC, including CF&Co and BGC Financial.

In certain products, we, BGC Financial and other affiliates act in a matched principal or principal capacity in markets by posting and/or acting upon quotes for our account.

In addition, certain affiliated entities are subject to regulation by the CFTC, including CF&Co and BGCF.

In certain products, we, BGCF and our affiliates act in a matched principal or principal capacity in markets by posting and/or acting upon quotes for our account.

Such activity is intended, among other things, to assist us and other affiliates in managing proprietary positions (including, but not limited to, those established as a result of combination trades and errors), facilitating transactions, framing markets, adding liquidity, increasing commissions and attracting order flow.

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Any principal losses and gains resulting from these positions could on occasion have disproportionate effects, negative or positive, on our business, financial condition, results of operations and prospects for any particular reporting period.

In addition, in recent years we have had and may again have considerable holdings of marketable securities received by us as consideration for the sale of certain businesses.

In addition, we have had and may again have considerable holdings of marketable securities received by us as consideration for the sale of certain businesses.

We may seek to manage the market risk exposure inherent in such holdings by minimizing the effect of price changes on a portion of such holdings, including through the use of derivative contracts.

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The holders of our Class A common stock and Class B common stock have substantially identical rights, except that holders of Class A common stock are entitled to one vote per share, while holders of Class B common stock are entitled to 10 votes per share on all matters to be voted on by stockholders in general.

As long as Cantor beneficially owns a majority of our total voting power, it will have the ability, without the consent of the other holders of our Class A common stock, to elect all of the members of our Board and to control our management and affairs.

In addition, it will be able to determine the outcome of matters submitted to a vote of our stockholders for approval and will be able to cause or prevent a change of control of us.

In certain circumstances, such as when transferred to an entity controlled by Cantor and/or the Lutnick Family, the shares of our Class B common stock issued to Cantor may be transferred without conversion to our Class A common stock.

BGC Class B common stock is controlled by Cantor and is not subject to conversion or termination by our Board or any committee thereof, or any other stockholder or third party.

As long as Cantor and CFGM beneficially own a majority of our total voting power, they will have the ability, without the consent of the other holders of our Class A common stock, to elect all of the members of our Board and to control our management and affairs.

In addition, they will be able to determine the outcome of matters submitted to a vote of our stockholders for approval and will be able to cause or prevent a change of control of us.

In certain circumstances, such as when transferred to an entity controlled by Cantor and CFGM or to a member of or a trust for the benefit of a member of the Lutnick family, the shares of our Class B common stock issued to Cantor and CFGM may be transferred without conversion to our Class A common stock.

BGC Class B common stock is controlled by Cantor and CFGM and is not subject to conversion or termination by our Board or any committee thereof, or any other stockholder or third party.

This differential in the voting rights of our Class B common stock could adversely affect the market price of our Class A common stock.

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The requirement that this approval be obtained may prevent or delay transactions that would result in a change of control.

Further, certain of the awards under the BGC Group Equity Plan contain provisions pursuant to which grants that are unexercisable or unvested may automatically become exercisable or vested as of the date immediately prior to certain change of control events.

Additionally, change in control and employment agreements between us and our named executive officers also provide for certain grants, payments, and grants of exchangeability, and exercisability in the event of certain change of control events.

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In addition, any unanticipated accounting, tax or other charges against net income could adversely affect our ability to pay dividends and to make repurchases of our Class A common stock.

While our quarterly dividends paid per share increased by $0.01 per share in 2024, we plan to continue to prioritize share repurchases over dividends and distributions.

While we paid quarterly dividends of $0.02 per share in 2025, we plan to continue to prioritize share repurchases over dividends and distributions.

The Inflation Reduction Act of 2022 provides for a new U.S.

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We continue to analyze the impacts of the IR Act and related regulatory developments.

Any dividends, if and when declared by our Board, will be paid on a quarterly basis.

No assurance can be made, however, that a dividend will be paid each quarter.

The declaration, payment, timing, and amount of any future dividends payable by us will be at the sole discretion of our Board.

Our ability to pay dividends may also be limited by regulatory considerations as well as by covenants contained in financing or other agreements.

Our ability to pay dividends may be limited by regulatory considerations as well as by covenants contained in financing or other agreements.

In addition, under Delaware law, dividends may be payable only out of surplus, which is our net assets minus our capital (as defined under Delaware law), or, if we have no surplus, out of our net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year.

Accordingly, any unanticipated accounting, tax, regulatory or other charges against net income may adversely affect our ability to declare and pay dividends.

While we intend to declare and pay dividends quarterly, there can be no assurance that our Board will declare dividends at all or on a regular basis or that the amount of our dividends will not change.

Our Board and our Audit Committee have authorized repurchases of shares of BGC Class A common stock or other equity interests in us or in subsidiaries, from Cantor, our executive officers, other employees, and others.

On October 30, 2024, the BGC Group Board and Audit Committee re-authorized our 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, we had approximately $350.0 million remaining under this authorization and may continue to actively make repurchases or purchases, or cease to make such repurchases or purchases, from time to time.

On November 5, 2025, the BGC Group Board and Audit Committee re-authorized our 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 February 27, 2026, we had approximately $386.9 million remaining under this authorization and may continue to actively make repurchases or purchases, or cease to make such repurchases or purchases, from time to time.

In addition, from time to time, we may reinvest all or a portion of the distributions we receive from our operating subsidiaries in our business.

Accordingly, there can be no assurance that future dividends will be paid or that dividend amounts will be maintained or that repurchases and purchases will be made at current or future levels.

We are a “controlled company” within the meaning of the Nasdaq Stock Market rules and we qualify for certain exemptions from the corporate governance requirements for companies listed on Nasdaq.

While we have not relied on any exemptions from these corporate governance standards to date, we may elect to do so in the future.

Cantor and CFGM control a majority of the voting power of our outstanding common stock.

As a result, we are a “controlled company” within the meaning of the Nasdaq Stock Market rules.

Under these rules, a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain Nasdaq rules regarding corporate governance, including:

• the requirement that a majority of its board of directors consist of independent directors;

• the requirement that its director nominees be selected or recommended for the board of directors’ selection by a majority of the independent directors in a vote in which only independent directors participate or by a nominating committee comprised solely of independent directors, in either case, with a formal written charter or board resolutions, as applicable, addressing the nominations process and such related matters as may be required under the federal securities laws;

• the requirement that its compensation committee be composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities.

We currently do not rely on any of these exemptions and are barred from doing so under our bylaws.

Additionally, relying on certain of these exemptions would require amending applicable corporate governance documents, such as our Corporate Governance Guidelines or Board committee charters.

While we have no current plan to take such action, in the future we may consider amending our bylaws and applicable corporate governance documents, and begin relying on all or a portion of these exemptions.

In such case, our stockholders will not have the same protections afforded to stockholders of companies that are subject to all of Nasdaq’s rules.

Our status as a controlled company could make our Class A common stock less attractive to some investors or otherwise harm our stock price.

If we were deemed an “investment company” under the Investment Company Act, the Investment Company Act’s restrictions could make it impractical for us to continue our business.

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Therefore, if we became subject to the Investment Company Act, it could make it impractical to continue our business in this structure, impair agreements and arrangements, and impair the transactions contemplated by those agreements and arrangements, between and among us and our operating subsidiaries, or any combination thereof, and materially adversely affect our business, financial condition, results of operations, and prospects.

We expect Cantor to manage its continued ownership of us so that it will not be deemed to be an investment company under the Investment Company Act, including by maintaining its voting power in us above a majority absent an applicable exemption from the Investment Company Act.

This may result in conflicts with us, including those relating to acquisitions or offerings by us involving issuances of shares of our Class A common stock, or securities convertible or exchangeable into shares of our Class A common stock, which would dilute Cantor’s voting power in us.

See “—Risks Related to Our Relationship with Cantor and its Affiliates” for more information on risks related to Cantor and CFGM’s control of us.

Risks Related to Our Relationship with Cantor and its Affiliates

In connection with his confirmation as the 41st Secretary of Commerce, Howard Lutnick has stated his intention to divest his interests in our company to comply with U.S.

We are controlled by Cantor and CFGM, which are controlled by Mr.

Brandon Lutnick, whose interests may conflict with ours and who may exercise their control in a way that favors their interests to our detriment, and these relationships may subject us to particular scrutiny.

We are controlled by Cantor and CFGM, which are controlled indirectly by Mr.

Brandon Lutnick, Cantor’s Chief Executive Officer and Chairman and CFGM’s Chief Executive Officer.

As of February 27, 2026, Mr.

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 75.1% of the total voting power of our outstanding common stock.

Since our inception, we have been controlled directly by Cantor and, through last year, indirectly by Mr.

Howard Lutnick, our former Chief Executive Officer and Chairman, through his control of Cantor.

Following his confirmation as the 41st U.S.

Secretary of Commerce on February 18, 2025, his son, Mr.

Brandon Lutnick, was appointed as Chief Executive Officer and Chairman of Cantor and Chief Executive Officer of CFGM and as a member of our Board of Directors, and his son, Mr.

Kyle Lutnick, was appointed as Executive Vice Chairman of Cantor and President of CFGM.

See “Business—Our History.” On October 6, 2025, the divestiture of Mr.

Howard Lutnick’s holdings was completed in compliance with U.S.

government ethics rules.

We cannot predict the consequences of this divestiture.

In addition to the risks described under “—Risks Relating to Our Key Personnel and Employee Turnover,” there are various risks associated with Howard Lutnick’s intended upcoming divestment of his interests in our company, Cantor and CFGM.

The consequences of these divestments will depend upon the manner in which they are accomplished, and we do not currently expect such divestments to trigger “change of control” provisions under any material agreements.

That expectation may change and it may be difficult to predict the full consequences of such divestments, and there can be no assurance that these divestments will not trigger such “change of control” provisions.

Our Class B common stock is held by Cantor and CFGM, whose interests may conflict with ours and may exercise their control in a way that favors their interests to our detriment.

Since our inception, we have been controlled directly by Cantor, and indirectly by Howard Lutnick through his control of Cantor.

Cantor exercises control over our management and affairs and all matters requiring stockholder approval, including the election of our directors and determinations with respect to acquisitions and dispositions, as well as material expansions or contractions of our business, entry into new lines of business and borrowings and issuances of our Class A common stock and Class B common stock or other securities.

See “Business—Our Organizational Structure—2025 Mr.

Howard Lutnick Divestiture Events and Lutnick Family Voting and Transfer Agreement” for more information.

Cantor, CFGM, and Mr.

Brandon Lutnick, indirectly through his control of Cantor and CFGM, are each able to exercise control over our management and affairs and all matters requiring stockholder approval, including the election of our directors and determinations with respect to acquisitions and dispositions, as well as material expansions or contractions of our business, entry into new lines of business and borrowings and issuances of our Class A common stock and Class B common stock or other securities.

This control is subject to the approval of our Audit Committee on those matters requiring such approval.

Cantor’s voting power may also have the effect of delaying or preventing a change of control of us.

Further changes in Cantor’s management may occur pursuant to Howard Lutnick’s divestiture of his interests, which may impact Cantor’s control over and relationship with us in ways that we cannot currently predict.

As of December 31, 2024, Cantor (including CFGM) beneficially owned 96.3 million shares of our Class B common stock, representing 88% of our outstanding Class B common stock and approximately 65.6% of our total voting power.

As of December 31, 2024, Howard Lutnick and individuals related to him (the “Lutnick Family”) 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.

Together, as of December 31, 2024, Cantor, CFGM, Howard Lutnick and individuals related to him owned 100.0% of the outstanding shares of BGC Class B common stock and approximately 75.8% of our total voting power.

Additionally, on February 18, 2025, Brandon Lutnick was appointed as Chief Executive Officer and Chairman of Cantor, as Chief Executive Officer of CFGM, and as a member of our Board of Directors, and Kyle Lutnick was appointed as Executive Vice Chairman of Cantor and President of CFGM.

Cantor’s and/or members of the Lutnick Family’s ability to exercise control over us could create or appear to create potential conflicts of interest.

Conflicts of interest may arise between us and Cantor in a number of areas relating to our past and ongoing relationships, including:

• potential acquisitions and dispositions of businesses, mergers, joint ventures, investments or similar transactions;

Cantor’s, CFGM,’s and/or Mr.

Brandon Lutnick’s ability to exercise control or influence over us could create or appear to create potential conflicts of interest.

Conflicts of interest or the appearance thereof may arise between us and Mr.

Brandon Lutnick, Cantor and CFGM and/or other members of the Lutnick family in a number of areas relating to our past and ongoing relationships, including:

• potential acquisitions and dispositions of businesses, mergers, joint ventures, investments or similar transactions, and the entry into new or expansion of existing business lines;

• the issuance, acquisition or disposition of securities by us;

• the election of new or additional directors to our Board;

• the election of new or additional directors to our Board and/or causing the appointment of executive officers or other members of the management team, any of which could be members of the Lutnick family;

• the payment of dividends by us (if any), and repurchases of shares of our Class A common stock or other equity interests in our subsidiaries, including from Cantor, our executive officers, other employees, and others;

• any loans to or from us or Cantor, or any financings or credit arrangements that relate to or depend on our relationship with Cantor or its relationship with us;

• business operations or business opportunities of ours and Cantor’s that would compete with the other party’s business opportunities, including Cantor’s and our brokerage and financial services;

• clients of ours who may also be clients of Cantor or Newmark, and any preferential terms or terms perceived as being preferential that may be extended to such clients by Cantor, Newmark or us;

• investment banking services or advisory services provided by Cantor, CF&Co and its affiliates, and any customary fees and commissions associated with such services;

• market making or underwriting provided by Cantor, CF&Co and its affiliates for our notes once the appropriate registration statement is filed with the SEC;

• intellectual property matters;

• business combinations involving us;

• conflicts between our agency trading for primary and secondary bond sales and Cantor’s investment banking bond origination business;

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• the nature, quality and pricing of administrative services to be provided to or by Cantor and/or Tower Bridge;

• provision of clearing capital pursuant to the Clearing Agreement and potential and existing loan arrangements;

• any positions by members of the Lutnick Family’s with us and our affiliates, Newmark Group and/or Cantor and their ownership of any such equity or the equity of any of Cantor’s other affiliates.

Potential conflicts of interest could also arise if we decide to enter into any new commercial arrangements with Cantor in the future or in connection with Cantor’s desire to enter into new commercial arrangements with third parties.

• provision of clearing capital pursuant to the Clearing Agreement;

• any positions by members of the Lutnick family with us, including as directors or officers, and our affiliates, Newmark and/or Cantor and their ownership of any of our equity or the equity of any of Cantor’s other affiliates;

• any transactions between us or any of our affiliates and the U.S.

government or related entities or any actual or perceived conflicts of interests related thereto.

Further, potential allegations of conflicts or reputational impacts could occur, which may have an adverse effect on our business.

Members of the Lutnick family have been, and may be, periodically employed by and/or involved in the management of our and our affiliate’s businesses.

See “–General Risks—If we were deemed an “investment company” under the Investment Company Act, the Investment Company Act’s restrictions could make it impractical for us to continue our business.”

In addition, Cantor has from time to time in the past and may in the future consider possible strategic realignments of its own business and/or of the relationships that exist between and among Cantor and its other affiliates and us.

Any related-party transaction or arrangement between Cantor and its other affiliates and us is subject to the prior approval by our Audit Committee, but generally does not require the separate approval of our stockholders, and if such stockholder approval is required, Cantor may retain sufficient voting power to provide any such requisite approval without the affirmative consent of our other stockholders.

There is no assurance that such restructuring would not result in a material expense or disruption to our business.

Our agreements and other arrangements with Newmark and Cantor may be amended upon agreement of the parties to those agreements and approval of our Audit Committee.

We may not be able to resolve potential conflicts, and, even if we do, the resolution may be less favorable to us than if we were dealing with an unaffiliated party.

In addition to Cantor’s control of us, members of the Lutnick family have been or currently are members of our Board, employed by and/or involved in the management of our and our affiliates’ businesses, and may in the future be appointed to our Board or our management team.

Howard Lutnick’s government role and high profile may subject him to additional conflicts and ethics rules, regulatory or media scrutiny and reputational risk including resulting from allegations, whether or not true.

The items noted above could periodically divert management attention and could impact our reputation, business, operating results and financial condition.

Our restated certificate of incorporation contains provisions that may make it easier for Cantor or its subsidiaries to compete with us.

To address potential conflicts of interest between Cantor and its representatives and us, our restated certificate of incorporation contains provisions regulating and defining the conduct of our affairs as they may involve Cantor and its representatives, and our powers, rights, duties and liabilities and those of our representatives in connection with our relationship with Cantor and its affiliates, officers, directors, general partners or employees.

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If Cantor competes with us, it could materially harm our business, financial condition, results of operations and prospects.

Agreements between us and Cantor and/or its affiliates are between related parties, and the terms of these agreements may be less favorable to us than those that we could negotiate with third parties and may subject us to litigation.

Agreements between us and Cantor and/or its affiliates are between related parties, and the terms of these agreements or those with third parties may be less favorable to us than those that we could negotiate absent such relationships and may subject us to litigation.

Our relationship with Cantor and/or its affiliates may result in agreements with Cantor and/or its affiliates that are between related parties.

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Any related-party transactions or arrangements between us and such parties is subject to the prior approval by our Audit Committee, but generally do not otherwise require the separate approval of our stockholders, and if such stockholder approval were required, Cantor may retain sufficient voting power to provide any such requisite approval without the affirmative consent of the other stockholders.

These related-party relationships may from time to time subject us to litigation.

For example, on February 16, 2024, an alleged Company shareholder, Martin J.

Siegel, filed a putative class action lawsuit against Cantor Fitzgerald, LP and Howard W.

Lutnick in the Delaware Court of Chancery, asserting that the Corporate Conversion was unfair to Class A shareholders of BGC Partners, Inc.

Certain of our agreements and other arrangements with Newmark and Cantor may be amended upon the consent of each of the parties to those agreements and approval of our Audit Committee, and any such amendment may be less favorable to us than if we were dealing with an unaffiliated party.

There is no assurance that such restructuring would not result in a material expense or disruption to our business.

We have entered and may in the future enter into further agreements and/or provide services to certain of our clients that we share with Cantor.

If the terms of such arrangements are or are perceived as being less favorable to us than those that we could have negotiated with clients who do not have a relationship with Cantor, it could harm our reputation, business, operating results and financial condition.

These relationships may from time to time subject us to litigation.

For example, on February 16, 2024, an alleged Company stockholder, Martin J.

Siegel, filed a putative class action lawsuit against Cantor Fitzgerald, L.P.

Howard Lutnick in the Delaware Court of Chancery, asserting that the Corporate Conversion was unfair to Class A stockholders of BGC Partners, Inc.

because it increased Cantor’s percentage voting control over the Company.

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2024-0146-LWW.

Defendants moved to dismiss the case and argument on that motion was heard on January 9, 2025, with a decision from the court expected in the coming months.

While the lawsuit is in its early stages and does not name the Company as a party, the Company believes the action lacks merit.

The defendants moved to dismiss the complaint on April 22, 2024.

The motion was argued at a hearing on January 9, 2025.

On April 10, 2025, the court issued its decision dismissing the complaint in full on the grounds that the plaintiff’s claim is derivative in nature and the plaintiff failed to make a demand on the Board or plead that such a demand was futile.

Plaintiff did not appeal the court’s ruling and the judgment dismissing the matter is now final.

RISKS RELATED TO OUR CLASS A COMMON STOCK

Purchasers of our Class A common stock, as well as existing stockholders, may experience significant dilution as a result of offerings of shares of our Class A common stock by us, and the perception that such sales could occur may adversely affect prevailing market prices for our stock.

Purchasers of our Class A common stock, as well as existing stockholders, may experience significant dilution as a result of offerings of shares of our Class A common stock by us, and such sales or the perception that such sales could occur may adversely affect prevailing market prices for our stock.

We may sell shares of our Class A common stock from time to time.

As a well-known seasoned issuer, we may file an automatic shelf registration statement and commence a registered offering, including of our Class A common stock, immediately thereafter.

We have an effective registration statement on Form S-3 filed and a Controlled Equity Offering SM sales agreement with CF&C o w ith respect to the offer and sale of up to 300.0 million shares of BGC Class A common stock from time to time on a delayed or continuous basis pursuant to a CEO program.

As of December 31, 2024, we have not issued any shares of BGC Class A common stock under the current CEO Program.

We also have an effective registration statement on Form S-4 with respect to the offer and sale of up to 20 million shares of BGC Class A common stock from time to time in connection with business combination transactions, including acquisitions of other businesses, assets, properties or securities.

We have an effective registration statement on Form S-4 with respect to the offer and sale of up to 20 million shares of BGC Class A common stock from time to time in connection with business combination transactions, including acquisitions of other businesses, assets, properties or securities.

As of December 31, 2025, we have issued an aggregate of 4.1 million shares of BGC Class A common stock under the 2019 Form S-4 Registration Statement.

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In addition, the sale by us of any shares of our Class A common stock may decrease our existing Class A common stockholders’ proportionate ownership interest in us, reduce the amount of cash available per share for dividends payable on shares of our Class A common stock and diminish the relative voting strength of each previously outstanding share of our Class A common stock.

We may use the net proceeds from future offerings of our Class A common stock to repurchase shares from Cantor, our executive officers, other employees and others, which may render the proceeds unavailable for other purposes.

Because we may use the net proceeds from future offerings of our Class A common stock, including pursuant to our CEO program for general corporate purposes, which, among other things, may include repurchases of shares of our Class A common stock or other equity interests in us or in our subsidiaries from Cantor, our executive officers, other employees, and others, and/or to replace cash used to effect such repurchases and purchases, investors should be aware that such net proceeds may not be available for other corporate purposes.

Depending upon the timing and prices of such repurchases of shares and of the sales of our shares in future offerings and the liquidity and depth of our market, we may sell a greater aggregate number of shares, at a lower average price per share in future offerings than the number of shares repurchased or purchased, thereby increasing the aggregate number of shares outstanding and potentially decreasing our EPS.

From January 1, 2024 to December 31, 2024, we repurchased an aggregate of 31.6 million shares of our Class A common stock at an aggregate purchase price of approximately $261.9 million, with a weighted-average repurchase price of $8.30 per share.

In the future, we may continue to repurchase shares of our Class A common stock from Cantor, our executive officers, other employees, and others, and these repurchases may be significant.

While we believe that we can successfully manage our issuance and repurchase strategy, and that our share price may in fact increase as we increase the amount of cash available for dividends and share repurchases by paying an increasing portion of the compensation of our employees in the form of restricted stock, gradually lowering our compensation expenses for purposes of Adjusted Earnings, and lowering our long-term effective tax rate for Adjusted Earnings, there can be no assurance that our strategy will be successful or that we can achieve any or all of such objectives.

GENERAL RISKS

Our operations are global and exchange rate fluctuations and international market events could materially and adversely impact our business, financial condition, results of operations and prospects.

Because our operations are global, we are exposed to risks associated with changes in FX rates.

Changes in foreign currency rates create volatility in the U.S.

In addition, changes in the remeasurement of our foreign currency denominated net assets are recorded as part of our results of operations and fluctuate with changes in foreign currency rates.

We monitor our net exposure to foreign currencies on a daily basis and we may hedge our exposure as deemed appropriate with major financial institutions.

However, potential movements in the U.S.

dollar against other currencies in which we earn revenues have in the past and may in the future materially and adversely affect our financial results.

Furthermore, our revenues derived from non-U.S.

jurisdictions.

Revenues from the trading of non-U.S.

securities may be subject to negative fluctuations as a result of the above factors.

The impact of these fluctuations on our results could be magnified because non-U.S.

trading markets, particularly in emerging market countries, are smaller, less liquid, and more volatile than U.S.

trading markets.

Employee error or miscommunication could impair our ability to attract and retain customers and subject us to significant financial losses, legal liability, regulatory sanctions and penalties, and reputational harm;

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The risk of employee error and miscommunication may be greater for products or services that are new or have non-standardized terms.

Ongoing scrutiny and changing expectations from stockholders, clients and customers with respect to the Company’s corporate responsibility or ESG practices may result in additional costs or risks.

Companies across our industry are facing continuing scrutiny related to their corporate responsibility or ESG practices and related demographic disclosures.

Investor advocacy groups, certain institutional investors, investment funds and other influential investors are also focused on such practices and related demographic disclosures and, in recent years, have placed increasing importance on the non-financial impacts of their investments.

Further, customer bids, requests for proposals and other customer arrangements or opportunities may require disclosure of or improvements in ESG metrics in order to compete for business.

While we are focused on these efforts and disclosures, if our practices and disclosure of specific metrics do not meet customer, investor or other industry participant expectations, which continue to evolve, we may not win or may lose customers, or may incur additional costs and our business, financial condition, results of operations and prospects could be materially adversely affected.

Ongoing scrutiny and changing expectations from stockholders, clients, customers and policy makers with respect to the Company’s corporate responsibility practices may result in additional costs or risks.

Companies across our industry are facing continuing scrutiny related to their corporate responsibility practices.

Investor advocacy groups, certain institutional investors, investment funds, other influential investors, and policy makers, are also focused on such practices and, in recent years, have placed increasing importance on the non-financial impacts of their investments.

Further, customer bids, requests for proposals and other customer arrangements or opportunities may require disclosure of or improvements in corporate responsibility metrics in order to compete for business.

If our practices and disclosure of specific metrics do not meet customer, investor or other industry participant expectations, which continue to evolve, we may not win or may lose customers, or may incur additional costs and our business, financial condition, results of operations and prospects could be materially adversely affected.

Similarly, there continues to be an increased focus by governmental and nongovernmental organizations on corporate responsibility and sustainability-related actions, targets, and disclosures;

increased costs and investment associated with corporate responsibility efforts;

and increasing compliance obligations with related laws, regulations, executive orders and standards adopted in various jurisdictions.

Given the varied and at times divergent views of different stakeholder groups, any action or inaction by us with respect to corporate responsibility initiatives may be perceived negatively by some stakeholders.

Furthermore, the regulatory landscape surrounding corporate responsibility matters continues to evolve and remains uncertain.

All of the foregoing could expose us to market, operational and execution costs or risks, as well as litigation, audits, investigations, or adverse stakeholder action.

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What changed 10-K

Item 1A. Risk Factors