MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
−Removed: Our Class A common stock is traded on the Nasdaq Global Select Market under the symbol “BGC.” There is no public trading market for our Class B common stock, which is held by Cantor, CFGM, Mr.
−Removed: Lutnick, and relatives of Mr.
+Added: Our Class A common stock is traded on the Nasdaq Global Select Market under the symbol “BGC.” There is no public trading market for our Class B common stock, which is held by Cantor, CFGM, and entities controlled by members and by an individual member of the Lutnick family.
As of February 27, 2026, there were 908 holders of record of our Class A common stock and 6 holders of record of our Class B common stock.
Our Board of Directors and our Audit Committee have authorized repurchases of our Class A common stock and redemptions of equity interests in our subsidiaries, including from Cantor, our executive officers, other employees, and others, including Cantor employees and partners.
−Removed: On July 1, 2023, the BGC Group Board and Audit Committee approved BGC Group’s repurchase authorization in an amount up to $400.0 million.
On October 30, 2024, the BGC Group Board and Audit Committee re-approved BGC Group’s Share Repurchase Authorization in an amount up to $400.0 million.
+Added: On November 5, 2025, the BGC Group Board and Audit Committee re-approved BGC Group ’ s Share Repurchase Authorization in an amount up to $400.0 million, for which there is no expiration date.
As of December 31, 2025 we had approximately $389.2 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.
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November 1, 2025—November 30, 2025
+Added: 1,191 9.10 1,189
December 1, 2025—December 31, 2025
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____________________________________
−Removed: 1 Includes an aggregate of $1.1 million shares withheld to satisfy tax liabilities due upon the vesting of restricted stock.
−Removed: The fair value of restricted shares vested but withheld to satisfy tax liabilities was $10.2 million at a weighted-average price of $9.62 per share.
+Added: 1 Includes 2 thousand shares withheld to satisfy tax liabilities due upon the vesting of restricted stock.
+Added: The fair value of restricted shares vested but withheld to satisfy tax liabilities was $21 thousand at a weighted-average price of $9.12 per share.
The average price paid per share for such share withholdings is based on the closing price per share on the vesting date of the restricted stock or, if such date is not a trading day, the trading day immediately prior to such vesting date.
−Removed: 2 Represents amount available under a repurchase program authorized by the Board and Audit Committee on October 30, 2024 up to an amount of $400.0 million for which there is no expiration date.
+Added: 2 Represents amount available under the Share Repurchase Authorization, which was authorized by the Board and Audit Committee on November 5, 2025 up to an amount of $400.0 million for which there is no expiration date.
Capital Deployment Priorities, Dividend Policy and Repurchase Program
BGC’s current capital allocation priorities are to use our liquidity to return capital to stockholders and to continue investing in the growth of our business.
−Removed: We have repurchased 36.2 million shares during the year ended December 31, 2024.
+Added: While we paid quarterly dividends of $0.02 per share in 2025, we plan to continue to prioritize share repurchases over dividends and distributions.
+Added: We repurchased 30.2 million shares of BGC Class A common stock during the year ended December 31, 2025.
+Added: In addition, from January 1, 2026 through February 27, 2026, we repurchased 0.2 million shares of BGC Class A common stock.
Any dividends, if and when declared by our Board, will be paid on a quarterly basis.
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No assurance can be made, however, that a dividend will be paid each quarter.
−Removed: The declaration, payment, timing, and amount of any future dividends payable by us will be at the sole discretion of our Board using the fully diluted share count.
+Added: The declaration, payment, timing, and amount of any future dividends payable by us will be at the sole discretion of our Board.
We are a holding company, with no direct operations, and therefore we are able to pay dividends only from our available cash on hand and funds received from distributions from BGC U.S.
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and European tax jurisdictions, according to local tax laws.
−Removed: * The above chart reflects $100 invested on 12/31/19 in stock or index, including reinvestment of dividends.
+Added: 2021 2022 2023 2024 2025
+Added: BGC Group, Inc.
+Added: $ 117.20 $ 96.03 $ 185.31 $ 234.30 $ 232.93
+Added: 114.82 91.35 106.82 119.14 134.40
+Added: 128.71 105.40 133.10 166.40 196.16
+Added: 81.54 87.21 111.72 159.99 226.97
+Added: * The charts above reflect $100 invested on 12/31/20 in stock or index, including reinvestment of dividends.
** Peer group indices use beginning of period market capitalization weighting.
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All rights reserved.
−Removed: In addition to the foregoing five-year returns, the 10-year total returns on $100 calculated using the same methodology described above are as follows:
−Removed: • The 10-year total return for the Company from December 31, 2014 through December 31, 2024 would have resulted in approximately $234.
−Removed: • In comparison, the 10-year total return for $100 invested in the Peer Group, Russell 2000 Index, and S&P 500 Index from December 31, 2014 through December 31, 2024 would have resulted in approximately in $223, $212, and $343, respectively.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.