What changed in this filing

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Item 7. Management’s Discussion and Analysis

2026-03-02 compared with 2025-03-03 · 409 added, 571 removed, 837 unchanged (54% of the section changed)

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Factors that might cause or contribute to such a discrepancy include, but are not limited to, the factors set forth below:

• macroeconomic and other challenges and uncertainties, including those resulting from the conflict between Ukraine and Russia, conflicts in the Middle East and other ongoing or new conflicts in those or other regions or jurisdictions, downgrades of U.S.

Treasuries, fluctuating global interest rates, inflation and the Federal Reserve’s responses thereto, fluctuations in the value of global currencies, including the U.S.

• macroeconomic and other challenges and uncertainties, including those resulting from the conflict between Ukraine and Russia, conflicts in the Middle East, Latin America and other ongoing or new conflicts in those or other regions or jurisdictions, downgrades of U.S.

Treasuries, fluctuating global interest rates, current or expected inflation rates and the Federal Reserve’s responses thereto, stagflation, fluctuations in the value of global currencies, including the U.S.

dollar, liquidity concerns regarding and changes in capital requirements for banking and financial institutions, changes in the U.S.

and global economies and financial markets, including economic activity, employment levels, new or increased tariffs imposed by the U.S.

and foreign governments and other factors driving trade uncertainty, reductions in government spending, recession fears, infrastructure spending, supply chain issues, market liquidity, and energy costs, as well as the various actions taken in response to these challenges and uncertainties by governments, central banks and others, including consumers and corporate clients and customers, as well as potential changes in these factors as a result of the new U.S.

presidential administration;

• market conditions and volatility, including fluctuations in interest rates and trading volume, the level of worldwide governmental debt issuances, austerity programs, government stimulus packages, increases or decreases in deficits and the impact of changing government tax rates, interpretations of tax law and policy, repatriation rules, deductibility of interest, and other changes or potential changes to monetary policy, changing regulatory requirements or changes in legislation, regulations and priorities, possible turmoil across regional banks and certain global investment banks, volatility in the demand for the products and services we provide, possible disruptions in trading, potential deterioration of equity and debt capital markets and cryptocurrency markets, and potential economic downturns, including recessions, and similar effects, which may not be predictable in future periods;

and global economies and financial markets, including economic activity, employment levels, global trade relations, volatility in tariffs imposed by the U.S.

and foreign governments and other factors driving trade uncertainty, reductions in government spending, recession fears, infrastructure spending, supply chain issues and increased technology costs, market liquidity, and energy costs, as well as the various actions taken in response to these challenges and uncertainties by governments, central banks and others, including consumers and corporate clients and customers, as well as potential changes in these factors;

• market conditions and volatility, including fluctuations in interest rates and trading volumes, the level of worldwide governmental debt issuances, austerity programs, government stimulus packages, increases or decreases in deficits and the impact of changing government tax rates, interpretations of tax law and policy, repatriation rules, deductibility of interest, and other changes or potential changes to monetary policy, changing regulatory requirements or changes in legislation, regulations and priorities, possible turmoil across regional banks and certain global investment banks, volatility in the demand for the products and services we provide, possible disruptions in trading, potential deterioration of equity and debt capital markets and cryptocurrency markets, and potential economic downturns, including recessions, and similar effects, which may not be predictable in future periods;

• our ability to access the capital markets as needed or on reasonable terms and conditions;

• our ability to enter new markets or develop new products, offerings, trade desks, marketplaces, or services for existing or new clients and, to pursue new operations and business initiatives, including our ability to develop new Fenics platforms and products, to successfully launch new initiatives which could require significant capital and significant efforts by management, including engaging partners on satisfactory terms, to manage long lead times to scale a successful venture, efforts to convert certain existing products to a Fully Electronic trade execution, any efforts to incorporate artificial intelligence into our products and any efforts by our competitors to do the same, and efforts to induce such clients to use these products, trading desks, marketplaces, or services and to secure and maintain market share, and our ability to manage the risks inherent in operating our cryptocurrency business and in safekeeping cryptocurrency assets;

• our ability to enter and succeed in new markets or develop new products, offerings, trade desks, marketplaces, or services for existing or new clients and, to pursue new operations and business initiatives, including our ability to develop new Fenics platforms and products, to successfully launch new initiatives which could require significant capital and significant efforts by management, including engaging partners on satisfactory terms, to manage long lead times to scale a successful venture, to convert certain existing products to a Fully Electronic trade execution, to successfully incorporate internally generated, acquired or third-party artificial intelligence into our products and any efforts by our competitors to do the same, and efforts to induce such clients to use these products, trading desks, marketplaces, or services and to secure and maintain market share, and our ability to manage the risks inherent in operating our cryptocurrency business and in safekeeping cryptocurrency assets;

• pricing, commissions and fees, and market position with respect to any of our products and services and those of our competitors;

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• liquidity, regulatory, cash and clearing capital requirements;

• our relationships and transactions with Cantor and its affiliates, including CF&Co, and CCRE, our structure, the timing and impact of any actual or future changes to our organization or structure, any related party transactions, any challenges to our interpretation or application of complex tax laws to our structure, conflicts of interest or litigation, including with respect to executive compensation matters or other transactions with our current and former executive officers, any impact of Cantor’s results on our credit ratings and associated outlooks, any clearing capital agreements, clearing services agreements, Repurchase Agreements or Reverse Repurchase Agreements with or loans to or from us or Cantor, including the balances and interest rates thereof from time to time and any convertible or equity features of any such financing transactions, CF&Co’s acting as our sales agent or underwriter under our CEO Program or other offerings, Cantor’s holdings of the Company Debt Securities, CF&Co’s acting as a market maker in the Company Debt Securities, CF&Co’s acting as our financial advisor in connection with certain capital markets transactions and potential acquisitions, dispositions, divestitures or other transactions, and our participation in various investments, stock loans or cash management vehicles placed by or recommended by CF&Co;

• the ongoing integration of acquired businesses and their operations and back office functions with our other businesses and uncertainties related to the timing of the closing of such acquisitions, synergies, and revenue growth generated from such acquired or to be acquired businesses;

government or governmental entities, any impact of Cantor’s results on our credit ratings and associated outlooks, any clearing capital agreements, clearing services agreements, Repurchase Agreements or Reverse Repurchase Agreements with or loans to or from us or Cantor, including the balances and interest rates thereof from time to time and any convertible or equity features of any such financing transactions, CF&Co’s acting as our sales agent or underwriter from time to time, Cantor’s holdings of Company Debt Securities, CF&Co’s acting as a market maker in Company Debt Securities, CF&Co’s acting as our financial advisor in connection with certain capital markets transactions and potential acquisitions, dispositions, divestitures or other transactions, and our participation in various investments, stock loans or cash management vehicles placed by or recommended by CF&Co;

• the ongoing integration of acquired and new businesses, their technology, personnel and their operations and back-office functions with our other businesses and uncertainties related to the timing of the closing of such acquisitions, synergies, and revenue growth generated from such new, acquired or to be acquired businesses, as well as increased costs resulting from such businesses and our ability to control those and related costs, including with respect to the OTC Global acquisition;

• the rebranding or repositioning of certain aspects of our current businesses to adapt to and better address the needs of our clients or risks related to any potential dispositions of all or any portion of our existing or acquired businesses;

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• risks inherent in doing business in international markets or with international partners, and any failure to identify and manage those risks, including economic or geopolitical conditions or uncertainties, the actions of governments or central banks, including the pursuit of trade, border control or other related policies by the U.S.

and/or other countries (including U.S.-China trade relations), economic and political volatility in the U.K.

and Europe, rising political and other tensions between the U.S.

and China, the conflict between Ukraine and Russia, conflicts in the Middle East, other ongoing or new conflicts in those or other regions or jurisdictions and additional sanctions and regulations imposed by governments and related counter-sanctions as well as potential changes in these factors as a result of the new U.S.

presidential administration;

• the impact of U.S.

government shutdowns, other political developments, or reduced government staffing, including uncertainties regarding the debt ceiling, the federal budget and the deployment of federal funds, elections, political protests or unrest, boycotts, demonstrations, stalemates or other social and political developments, such as terrorist acts, acts of war or other violence, and potential changes in these factors as a result of the new U.S.

presidential administration;

and/or other countries, economic and political volatility in the U.K.

and Europe, political and other tensions between the U.S.

and China, the conflict between Ukraine and Russia, conflicts in the Middle East, Latin America, other ongoing or new conflicts or other international tensions, hostilities and instability in those or other regions or jurisdictions, additional sanctions and regulations imposed by governments and related counter-sanctions and impacts to cross-border trade and travel as well as potential changes in these factors;

• the impact of any full or partial U.S.

government shutdowns, other political developments, or reduced government staffing, including uncertainties regarding the debt ceiling, the federal budget and the deployment of federal funds, immigration policy, elections, political protests or unrest, boycotts, demonstrations, stalemates or other social and political developments, such as terrorist acts, acts of war or other violence, and potential changes in these factors;

• the effect on our businesses, our clients, the markets in which we operate and the economy in general of changes in U.S.

and foreign tax and other laws, including changes in tax rates, interpretations of tax law, repatriation rules, and deductibility of interest, potential policy and regulatory changes in other countries, sequestrations, responses to global inflation rates, and other potential changes to tax and other policies resulting from elections and changes in governments;

• the effect on our business of leadership changes and the resulting transition following the confirmation of Howard W.

Lutnick, our former Chief Executive Officer and Chairman of the Board, as U.S.

and foreign tax and other laws, including but not limited to the OBBBA, changes in tax rates, interpretations of tax law, the impact of potential changes in U.K.

tax rates and amendments to the application of National Insurance rules which impact our U.K.

Partnership and its members, repatriation rules, and deductibility of interest, potential policy and regulatory changes in other countries, sequestrations, responses to global inflation rates, and other potential changes to tax and other policies resulting from elections and changes in governments;

• the effect on our business of leadership changes and the resulting transition following the confirmation of Mr.

Howard Lutnick, our former Chief Executive Officer and Chairman of the Board, as U.S.

Secretary of Commerce, the appointment of our three Co-Chief Executive Officers to replace Mr.

Lutnick, our dependence upon our key employees, as well as the competing demands on the time of certain of our key employees who also provide services to Cantor, Newmark and various other ventures and investments sponsored by Cantor or otherwise, our ability to build out successful succession plans, the impact of absence due to illness or leave of certain officers or employees and our ability to attract, retain, motivate and integrate new employees, and our ability to enforce post-employment restrictive covenants on awards previously granted to certain of our key employees and future awards or otherwise, and the Federal Trade Commission’s ban on non-compete provisions (which has been set aside pending appeal), which may impact our employment arrangements and awards if such ban ultimately comes into effect;

• the effects on our business of Howard W.

Lutnick’s intended divestiture of his interests in us, Cantor and CFGM;

Howard Lutnick, our dependence upon our key employees, as well as the competing demands on the time of certain of our key employees who also provide services to Cantor, Newmark and various other ventures and investments sponsored by Cantor or otherwise, our ability to build out successful succession plans, the impact of absence due to illness or leave of certain officers or employees and our ability to attract, retain, motivate and integrate new employees, and our ability to enforce post-employment restrictive covenants on awards previously granted to certain of our key employees and future awards or otherwise;

• extensive regulation of our businesses and customers, the timing of regulatory approvals, changes in regulations relating to financial services companies and other industries, and risks relating to U.S.

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• certain other financial risks, including the possibility of future losses, indemnification obligations, assumed liabilities, reduced cash flows from operations, increased leverage, reduced availability under our credit agreements, and the need for short- or long-term borrowings, including from Cantor, our ability to refinance our indebtedness, including in the credit markets, on acceptable terms and rates, and changes to interest rates and market liquidity or our access to other sources of cash relating to acquisitions, dispositions, or other matters, potential liquidity and other risks relating to our ability to maintain continued access to credit and the availability of financing necessary to support our ongoing business needs, on terms acceptable to us, if at all, and risks associated with the resulting leverage, including potentially causing a reduction in our credit ratings and associated outlooks and increased borrowing costs as well as interest rate and foreign currency exchange rate fluctuations;

• risks associated with the temporary or longer-term investment of our available cash, including in the BGC OpCos, defaults or impairments on our investments (including investments in non-marketable securities), joint venture interests, stock loans or cash management vehicles and collectability of loan balances owed to us by employees, the BGC OpCos or others;

• risks associated with the temporary or longer-term investment of our available cash, including in the BGC OpCos, defaults or impairments on our investments (including investments in non-marketable securities), joint venture interests, stock loans or cash management vehicles, costs associated with alterations to and collectability of loan balances owed to us by employees, the BGC OpCos or others;

• the impact of any restructuring or similar other transformative transactions, acquisitions, or divestitures on our ability to enter into marketing and strategic alliances or business combinations and attract investors or partners or engage in restructuring, rebranding or other transactions in the financial services and other industries, including acquisitions, divestitures, tender offers, exchange offers, dispositions, reorganizations, partnering opportunities and joint ventures, the failure to realize the anticipated benefits of any such transactions, relationships or growth, and the future impact of any such transactions, relationships or growth on our other businesses and our financial results for current or future periods, the integration of any completed acquisitions and the use of proceeds of any completed dispositions or divestitures, the impact of amendments and/or terminations of any strategic arrangements, and the value of and any hedging entered into in connection with consideration received or to be received in connection with such dispositions and any transfers thereof;

• our estimates or determinations of potential value with respect to various assets or portions of our businesses, including Fenics, FMX and other businesses;

• our ability to manage turnover and hire, train, integrate and retain personnel, including brokers, salespeople, managers, technology professionals and other front-office personnel, back-office and support services and personnel, and departures of senior personnel;

• the timing of completion of or impacts of our current cost reduction program on our ability to enhance profitability and margins, the impacts of any related short-term increases to our compensation and employee benefits expenses, and our ability to realize the anticipated cost savings from such programs;

• our ability to manage turnover and hire, train, integrate and retain personnel, including brokers, salespeople, managers, and other front-office personnel, technology professionals, back-office and support services and personnel, and departures of senior personnel;

• our ability to expand the use of technology and maintain access to the intellectual property of others for Hybrid and Fully Electronic trade execution in our product and service offerings, and otherwise;

• the impact of artificial intelligence on the economy, our industry, our business and the businesses of our clients and vendors;

• the impact of artificial intelligence on the economy, our industry, our products and business, and the businesses of our clients and vendors;

• our ability to effectively manage any growth that may be achieved, including outside the U.S., while ensuring compliance with all applicable financial reporting, internal control, legal compliance, and regulatory requirements;

• our ability to identify and remediate any material weaknesses or significant deficiencies in our internal controls which could affect our ability to properly maintain books and records, prepare financial statements and reports in a timely manner, control our policies, practices and procedures, operations and assets, assess and manage our operational, regulatory and financial risks, and integrate our acquired businesses and brokers, salespeople, managers, technology professionals and other front-office personnel;

• our ability to identify and remediate any material weaknesses or significant deficiencies in our internal controls which could affect our ability to properly maintain books and records, prepare financial statements and reports in a timely manner, control our policies, practices and procedures, operations and assets, assess and manage our operational, regulatory and financial risks, and integrate our acquired businesses and brokers, salespeople, managers, and other front-office personnel and technology professionals;

• the impact of unexpected market moves and similar events;

• information technology risks, including capacity constraints, failures, or disruptions in our operational systems or infrastructure, or those of our clients, counterparties, exchanges, clearing facilities, or other parties with which we interact, including increased demands on such systems and on the telecommunications infrastructure from remote working, cybersecurity risks and incidents, compliance with regulations requiring data minimization and protection and preservation of records of access and transfers of data, privacy risk and exposure to potential liability and regulatory focus;

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

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

• the effectiveness of our governance, risk management, and oversight procedures and the impact of any potential transactions or relationships with related parties;

• the impact of our ESG or “sustainability” ratings on the decisions by clients, investors, ratings agencies, potential clients and other parties with respect to our businesses, investments in us, our borrowing opportunities or the market for and trading price of BGC Class A common stock, Company Debt Securities, or other matters, as well as the impact and potential cost to us of any policies, legislation, or initiatives in opposition to our ESG or “sustainability” policies;

• the impact of our Corporate Responsibility or “sustainability” ratings on the decisions by clients, investors, ratings agencies, potential clients and other parties with respect to our businesses, investments in us, our borrowing opportunities or the market for and trading price of BGC Class A common stock, Company Debt Securities, or other matters, as well as the impact and potential cost to us of any policies, legislation, or initiatives in opposition to our Corporate Responsibility or “sustainability” policies;

• the fact that the prices at which shares of our Class A common stock are or may be sold in offerings, acquisitions, or other transactions may vary significantly, and purchasers of shares in such offerings or other transactions, as well as existing stockholders, may suffer significant dilution if the price they paid for their shares is higher than the price paid by other purchasers in such offerings or transactions;

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• the effect on the markets for and trading prices of our Class A common stock and Company Debt Securities of various offerings and other transactions, including offerings of our Class A common stock and convertible or exchangeable debt or other securities, our repurchases of shares of our Class A common stock or other equity interests in us or in our subsidiaries, our payment of dividends on our Class A common stock, convertible arbitrage, hedging, and other transactions engaged in by us or holders of our outstanding shares, Company Debt Securities or other securities, share sales and stock pledges, stock loans, and other financing transactions by holders of our shares (including by Cantor or others), including of shares acquired pursuant to our employee benefit plans, corporate restructurings, acquisitions, conversions of shares of our Class B common stock and our other convertible securities into shares of our Class A common stock, and distributions of our Class A common stock by Cantor to its partners.

The foregoing risks and uncertainties, as well as those risks and uncertainties discussed under the headings “Item 1A—Risk Factors,” and “Item 7A—Quantitative and Qualitative Disclosures About Market Risk” and elsewhere in this Annual Report on Form 10‑K, may cause actual results and events to differ materially from the forward-looking statements.

The foregoing risks and uncertainties, as well as those risks and uncertainties discussed under the headings Part I, “Item 1A—Risk Factors,” and Part II, “Item 7A—Quantitative and Qualitative Disclosures About Market Risk” and elsewhere in this Annual Report on Form 10‑K, may cause actual results and events to differ materially from the forward-looking statements.

OVERVIEW AND BUSINESS ENVIRONMENT

We are a leading global marketplace, data, and financial technology company that specializes in the trade execution of a broad range of products, including fixed income securities such as government bonds, corporate bonds, and other debt instruments, as well as related interest rate derivatives and credit derivatives.

Additionally, we provide brokerage services across foreign exchange, energy, commodities, shipping, equities, and futures and options.

We are a leading global marketplace, data, and financial technology company across the ECS and financial markets.

We specialize in the brokerage and trade execution of a broad range of ECS products, including listed derivatives and physical commodities in the oil and refined, and environmental and energy transition, markets, as well as ship chartering.

Additionally, we provide brokerage services across fixed income securities such as government bonds and corporate bonds, as well as interest rate derivatives and credit derivatives, foreign exchange, equities and futures and options.

Our business also provides network and connectivity solutions, market data and related information services, and post-trade services.

Our integrated platform is designed to provide flexibility to customers with regard to price discovery, trade execution and transaction processing, as well as accessing liquidity through our platforms, for transactions executed either OTC or through an exchange.

Through our electronic brands, we offer several trade execution, market infrastructure and connectivity services, as well as post-trade services.

Through our electronic brands, we offer multiple trade execution, market data and information services, market infrastructure and connectivity services, as well as post-trade services.

BGC and leading global investment banks and market making firms have partnered to create FMX, part of the BGC Group of companies, which includes a U.S.

interest rate futures exchange, a cash U.S.

Treasuries platform and spot foreign exchange platform.

Our clients include many of the world’s largest banks, broker-dealers, trading firms, hedge funds, governments, corporations, investment firms, commodity trading firms and end users, such as producers and consumers.

BGC is a global operation with offices across all major geographies, including New York and London, as well as in Bahrain, Beijing, Bogota, Brisbane, Cape Town, Chicago, Copenhagen, Dubai, Dublin, Frankfurt, Geneva, Hong Kong, Houston, Johannesburg, Madrid, Manila, Melbourne, Mexico City, Miami, Milan, Monaco, Nyon, Paris, Perth, Rio de Janeiro, Santiago, São Paulo, Seoul, Shanghai, Singapore, Sydney, Tel Aviv, Tokyo, Toronto, Wellington and Zurich.

As of December 31, 2024, we had 2,161 brokers, salespeople, managers, technology professionals and other front-office personnel across our businesses.

BGC is a global operation with offices across all major geographies, including New York and London, as well as in Beijing, Bogota, Brisbane, Cape Town, Chicago, Copenhagen, Dubai, Dublin, Frankfurt, Geneva, Hong Kong, Houston, Johannesburg, Madrid, Manila, Melbourne, Mexico City, Miami, Milan, Monaco, Nyon, Palm Beach, Paris, Perth, Rio de Janeiro, Santiago, São Paulo, Seoul, Shanghai, Singapore, Sydney, Tel Aviv, Tokyo, Toronto, Wellington and Zurich.

As of December 31, 2025, we had 2,510 brokers, salespeople, managers, and other front-office personnel across our businesses.

Corporate Conversion

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• the purchase on June 30, 2023 by Cantor from BGC Holdings of an aggregate of 5,425,209 Cantor units for an aggregate consideration of $9,715,772 as a result of the redemption of 5,425,209 FPUs, and 324,223 Cantor units for an aggregate consideration of $598,712 as a result of the exchange of 324,223 FPUs.

As a result of the Corporate Conversion:

• 64.0 million Cantor units, including 5.7 million purchased on June 30, 2023, were converted into shares of BGC Group Class B common stock, subject to the terms and conditions of the Corporate Conversion Agreement, provided that a portion of the 64.0 million shares of BGC Group Class B common stock issued to Cantor will exchange into BGC Group Class A common stock in the event that BGC Group does not issue at least $75,000,000 in shares of BGC Group Class A or B common stock in connection with certain acquisition transactions prior to July 1, 2030, the seventh anniversary of the Corporate Conversion;

As a result of the Corporate Conversion, on July 1, 2023:

• 64.0 million Cantor units, including 5.7 million purchased on June 30, 2023, were converted into shares of BGC Class B common stock, subject to the terms and conditions of the Corporate Conversion Agreement, provided that a portion of the 64.0 million shares of BGC Class B common stock issued to Cantor will exchange into BGC Class A common stock in the event that BGC does not issue at least $75,000,000 in shares of BGC Class A or B common stock in connection with certain acquisition transactions prior to July 1, 2030, the seventh anniversary of the Corporate Conversion.

As of February 27, 2026 we have issued approximately $19.4 million of BGC Class A common stock in connection with acquisitions since the Corporate Conversion;

• BGC Group assumed all BGC Partners RSUs, RSU Tax Accounts or restricted stock awards outstanding as of June 30, 2023;

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BGC Group granted 38.6 million restricted stock awards, 25.3 million RSUs, and $74.0 million of RSU Tax Accounts upon the conversion of the non-exchangeable shares of Holdings Merger Sub.

In connection with the Corporate Conversion on July 1, 2023, the BGC Holdings Limited Partnership Agreement was terminated.

There were no limited partnership units of BGC Holdings remaining after the Corporate Conversion was completed.

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Master Administrative Services Agreement.

FMX includes the world’s fastest growing cash U.S.

Treasuries marketplace, FMX UST, and its spot foreign exchange platform, FMX FX, along with its newly launched U.S.

interest rate futures exchange.

2025 Board of Directors and Executive Officers Changes and Mr.

Howard Lutnick Divestiture

On February 18, 2025, Mr.

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

Following his confirmation, on February 18, 2025, Mr.

Howard Lutnick stepped down as Chairman of the Board and Chief Executive Officer of the Company.

On February 18, 2025, the Company appointed Mr.

Brandon Lutnick, son of Mr.

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

Additionally, on February 18, 2025 the Company appointed Mr.

Stephen Merkel to serve as a member of the Board and as Chairman of the Board.

On February 18, 2025, the Company appointed Messrs.

John Abularrage, JP Aubin, and Sean Windeatt as Co-Chief Executive Officers of the Company and as the Co-Principal Executive Officers of the Company.

On October 6, 2025, Mr.

Howard Lutnick completed the divestiture of his holdings in the Company, Cantor and CFGM in compliance with U.S.

government ethics rules, including through the sale of all of the voting shares of CFGM and outstanding equity interests in various entities and family trusts that hold the Company’s common stock to trusts controlled by Mr.

Brandon Lutnick, and the sale of all of BGC Class B common stock held directly by him to Cantor.

See Part I, “Item 1—Our Organizational Structure—2025 Mr.

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

FMX includes FMX UST, the world’s fastest growing cash U.S.

Treasuries marketplace, FMX Futures Exchange, a U.S.

interest rate future exchange, and FMX FX, a spot foreign exchange platform.

FMX is challenging the CME’s leading position in U.S.

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Treasuries and spot foreign exchange.

In January 2024, FMX received CFTC approval to operate an exchange for U.S.

interest rate futures products, the most widely traded futures contracts in the world.

The FMX Equity Partners contributed $171.7 million between April 23, 2024 and April 24, 2024 into FMX in exchange for a 25.75% ownership interest at a post-money equity valuation of $666.7 million.

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On September 23, 2024, FMX Futures Exchange launched the trading of SOFR futures, the largest notional futures contract in the world.

The FMX Futures Exchange launched with five FCMs, Goldman Sachs, J.P.

Morgan, Marex, RBC, and Wells Fargo.

FMX expects to have at least 10 FCMs connected before the launch of U.S.

Treasury futures around the end of the first quarter of 2025.

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

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

For the purposes of this document and subsequent SEC filings, all of our higher margin, technology-driven businesses are referred to as Fenics.

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Fenics Markets includes the Fully Electronic portion of BGC’s brokerage businesses, data, network and post-trade revenues that are unrelated to Fenics Growth Platforms, as well as Fenics Integrated revenues.

Fenics Growth Platforms includes FMX UST, Fenics GO, Lucera, FMX FX, PortfolioMatch and other newer standalone platforms.

Fenics Growth Platforms includes FMX UST, FMX FX, FMX Futures Exchange, Lucera, PortfolioMatch and other newer standalone platforms.

Revenues generated from data, network and post-trade attributable to Fenics Growth Platforms are included within their related businesses.

Historically, technology-based product growth has led to higher margins and greater profits over time for exchanges and wholesale financial intermediaries alike, even if overall Company revenues remain consistent.

This is largely because automated and electronic trading efficiency allows the same number of employees to manage a greater volume of trades as the marginal cost of incremental trading activity falls.

Over time, the conversion of exchange-traded and OTC markets to Fully Electronic trading has also typically led to an increase in volumes which offset lower commissions, and often lead to similar or higher overall revenues.

We have been a pioneer in creating and encouraging hybrid and fully electronic execution, and we continually work with our customers to expand such trading across more asset classes and geographies.

Over the past decade, electronic markets for OTC products have grown as a percentage of overall industry volumes as firms like ours have invested in the kinds of technology favored by our customers.

We have been a pioneer in creating and encouraging Hybrid and Fully Electronic execution, and we continually work with our customers to expand such trading across more asset classes and geographies, but we will ultimately defer to client preference on execution method.

Over the past decade, electronic markets for OTC products have grown as a percentage of overall industry volumes as firms like ours have invested in innovative technology.

Regulation across banking, capital markets, and OTC derivatives has accelerated the adoption of Fully Electronic execution, and we expect this demand to continue.

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We continue to roll out our next-generation Fenics execution platforms across more products and geographies with the goal of seamlessly integrating the liquidity of voice transactions with customer electronic orders either by a GUI, API, or web-based interface.

Revenues in our Fenics businesses increased 8.6% to $142.1 million in the fourth quarter of 2024 and 9.4% to $570.8 million for the year ended December 31, 2024, in each case compared to the prior year period.

Within our Fenics businesses, Fenics Markets revenue grew 6.4% to $116.7 million in the fourth quarter of 2024 and 6.6% to $476.0 million for the year ended December 31, 2024, in each case compared to the prior year period.

Fenics Markets growth was driven by higher electronic volumes across Rates and Foreign Exchange, as well as higher market data revenues, partially offset by lower credit volumes.

Fenics Growth Platforms revenue grew 20.2% to $25.5 million in the fourth quarter of 2024 and 26.3% to $94.8 million for the year ended December 31, 2024, in each case compared to the prior year period.

Collectively, our newer Fenics Growth Platform offerings are not yet fully up to scale, but continue to grow at a leading rate.

Over time, the Company expects these new products and services to become profitable, high-margin businesses as their scale and revenues increase, all else equal.

The Company continues to invest in our Fenics Growth Platforms, and notable highlights for the fourth quarter of 2024 compared to the prior year period include:

• FMX UST generated ADV of over $52 billion for the fourth quarter, up 28% compared to last year.

This translated to over 30% market share for the fourth quarter, up from 29% last quarter and 26% a year ago.

• FMX FX volumes improved by approximately 80% compared to last year on record ADV of more than $11 billion.

FMX FX continues to expand its market share in the enormous global foreign exchange market.

• FMX Futures Exchange continues to connect the world’s largest FCMs, recently onboarding FMX’s partners, Bank of America, Barclays and Citi.

FMX expects to have at least 10 FCMs connected before the launch of U.S.

Treasury futures around the end of the first quarter 2025.

As FMX continues to connect and integrate more FCMs, ADV and open interest on the FMX Futures Exchange are expected to meaningfully accelerate.

• PortfolioMatch ADV increased more than 150% due to strong growth across both U.S.

and European credit volumes.

• Lucera, Fenics’ network business that provides critical real-time trading infrastructure to the capital markets, grew its revenue by over 33% and continues to expand its revenue pipeline.

Total revenues from our high-margin Data, network and post-trade business, which is predominately comprised of recurring revenue, were up 10.3% to $32.6 million in the fourth quarter of 2024 and 13.9% to $127.0 million for the year ended December 31, 2024, in each case over the prior year period.

Revenues in our Fenics businesses increased 15.4% to $163.9 million in the fourth quarter of 2025 and 15.5% to $659.5 million for the year ended December 31, 2025, as compared to the prior year periods.

Within our Fenics businesses, Fenics Markets revenue grew to $136.7 million in the fourth quarter of 2025 and to $553.4 million for the year ended December 31, 2025, respectively, primarily driven by higher electronic trading volumes across Rates products and increased Fenics Market Data revenues.

Fenics Growth Platforms revenue grew to $27.2 million in the fourth quarter of 2025 and to $106.1 million for the year ended December 31, 2025, primarily driven by FMX and Lucera, partially offset by lower post-trade revenues due to the sale of our Capitalab business in the fourth quarter of 2024.

We continue to invest in our Fenics Growth Platforms, and notable highlights for the fourth quarter of 2025 compared to the prior year period include:

• FMX UST generated record fourth quarter ADV of $58.7 billion, more than 12% higher compared to the prior year period.

FMX UST grew its fourth-quarter central limit order book market share to 39%, up from 37% in the third quarter of 2025 and 30% from a year ago.

FMX UST central limit order book market share has increased sequentially in 12 of the last 13 quarters, more than doubling over the same period.

• FMX Futures Exchange saw record volumes and open interest in the fourth quarter with ADV and open interest increasing 82% and 97%, respectively, versus the third quarter of 2025.

• FMX FX ADV increased by 40% to a fourth quarter record of $15.5 billion driven by strong growth across spot FX and non-deliverable forward volumes.

• PortfolioMatch ADV grew by 68% in the fourth quarter of 2025 compared to the prior year period, driven by stronger U.S.

and European credit activity, greater adoption of algorithmic trading, and larger average trade size.

• Lucera, Fenics’ network business providing critical real-time trading infrastructure to the capital markets, grew its revenues by 24.1% in the fourth quarter of 2025 compared to the prior year period.

This strong growth was driven by increased demand for Lucera’s FX and Rates solutions, continued international expansion, and onboarding new clients.

Lucera’s client pipeline continues to expand and the business plans to launch additional fixed income products in 2026.

Data, network and post-trade revenues increased by 12.5% to $36.7 million.

This growth was primarily driven by strong subscription-based revenue growth across Fenics Market Data and Lucera, partially offset by lower post-trade revenues due to the sale of BGC’s Capitalab business in the fourth quarter.

Revenues for Data, network and post-trade, excluding the impact of Capitalab, grew by more than 20% year-over-year.

Fenics brokerage revenues increased by 8.2% to $109.5 million in the fourth quarter of 2024 and 8.2% to $443.7 million for the year ended December 31, 2024, in each case over the prior year period.

Fenics’ revenue growth was led by Fenics Rates, Credit and Data, network and post-trade businesses.

Fenics represented 24.8% of BGC’s overall revenue in the fourth quarter of 2024 compared to 24.8% in the fourth quarter of 2023, and 25.2% for the year ended December 31, 2024 compared to 25.2% in the year ended December 31, 2023.

On October 22, 2024, the Company announced that it had executed a definitive agreement to acquire OTC Global.

The closing of the proposed acquisition of OTC Global, which is expected to be a substantially all cash transaction, is subject to customary closing conditions, including the receipt of applicable regulatory approvals.

On October 1, 2024, the Company completed the acquisition of Sage, an energy and environmental brokerage firm.

This acquisition will expand BGC’s energy brokerage services in the U.S.

and support BGC’s global growth efforts across ECS.

Both the Sage acquisition at the beginning of the fourth quarter of 2024 and the anticipated acquisition of OTC Global are expected to be immediately accretive.

On November 1, 2023, the Company completed the acquisition of ContiCap, an independent financial product intermediary specializing in emerging markets.

On November 1, 2023, the Company completed the acquisition of Open Energy Group, a technology-driven marketplace and brokerage for renewable energy asset sales and project finance.

On February 28, 2023, the Company completed the acquisition of Trident, primarily operating as a commodity brokerage and research company, offering OTC and exchange traded energy and environmental products.

On December 3, 2024, the Company announced the sale of Capitalab, which was part of its post-trade business, to Capitolis.

BGC will retain its high-growth, post-trade foreign exchange risk reduction business, which was previously included under the Capitalab brand and will be renamed Fenics NDF Match.

As a result of this sale, the Company recognized a $39.0 million gain, net of banking fees, other professional fees, and compensation expenses, which is included in “Gains (losses) on divestitures and sale of investments” in the Company’s Consolidated Statements of Operations during the year ended December 31, 2024.

The Company had no gains or losses from divestitures or sales of investments during the years ended December 31, 2023 and 2022.

This growth was primarily driven by Lucera and Fenics Market Data, partially offset by lower post-trade revenues due to the sale of our Capitalab business in the fourth quarter of 2024.

Excluding Capitalab, data, network, and post-trade revenues grew by 14.2%.

Fenics brokerage revenues increased by 16.2% to $127.2 million in the fourth quarter of 2025 and 17.3% to $520.4 million for the year ended December 31, 2025, over the respective prior year periods.

On December 31, 2025, we completed the acquisition of AMCOM which specializes in the trading of agricultural commodities associated with food and alternative fuel feedstocks.

The acquisition further rounded out our biofuel business.

On October 1, 2025, the Company completed the acquisition of Macro Hive, a provider of global macro market analytics and strategy.

The acquisition of Macro Hive expands BGC’s growing agency business that services institutional clients by integrating Macro Hive’s artificial intelligence-driven technology across our Rates and FX markets within our global broking and execution platform.

On April 1, 2025, we completed the acquisition of OTC Global.

OTC Global generated revenues of over $400 million for the year ended December 31, 2024, representing an acquisition multiple of approximately 0.75 times revenue.

With the integration of OTC Global’s complementary product suite, ECS became our largest asset class.

The amounts of revenue and pre-tax income from OTC Global included in our Consolidated Statements of Operations from April 1, 2025 to the period ending December 31, 2025 are $341.7 million and $32.9 million, respectively.

This positions us as the world’s largest ECS broker by revenue as of December 31, 2025, making BGC a more comprehensive and diversified company.

Furthermore, the OTC Global acquisition was accretive to our earnings per share on a year-over-year basis.

On October 1, 2024, we completed the acquisition of Sage, an energy and environmental brokerage firm.

This acquisition expanded our energy brokerage services in the U.S.

and supported our global growth efforts across ECS.

On November 1, 2023, we completed the acquisition of ContiCap, an independent financial product intermediary specializing in emerging markets.

On November 1, 2023, we completed the acquisition of Open Energy Group, a technology-driven marketplace and brokerage for renewable energy asset sales and project finance.

On February 28, 2023, we completed the acquisition of Trident, primarily operating as a commodity brokerage and research company, offering OTC and exchange traded energy and environmental products.

See Note 4—“Acquisitions” to our Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K for additional information related to these transactions.

On December 31, 2025, we sold kACE, a leading provider of real-time pricing and advanced analytics platforms for complex FX derivatives, to smartTrade.

smartTrade acquired kACE for up to $119.0 million, subject to limited post-closing adjustments.

This includes initial consideration of $80.0 million, with up to an additional $39.0 million in contingent cash consideration.

The $39.0 million in contingent cash consideration was excluded from the initial gain on the divestiture and will be recognized in income when it is realized and earned.

As a result of this sale, we recognized a $66.7 million gain, which is included in “Gains (losses) on divestitures and sales of investments” in our Consolidated Statements of Operations during the year ended December 31, 2025.

On December 3, 2024, we sold Capitalab, which was part of our post-trade business, to Capitolis.

As a result of this sale, we recognized a $39.0 million gain, which is included in “Gains (losses) on divestitures and sale of investments” in our Consolidated Statements of Operations during the year ended December 31, 2024.

We had no gains or losses from divestitures or sales of investments during the year ended 2023.

Cost Reduction Program

We completed the first phase of our current cost reduction program, which we expect will realize $25.0 million of annualized savings in 2026, with more savings targeted throughout the year.

These expected savings are subject to risks and uncertainties, and actual results may differ.

We will continue to monitor the impact of this program on our financial position and results of operations.

In connection with the cost reduction program, the Company recorded compensation charges of $54.8 million and $64.2 million for the three and twelve months ended December 31, 2025, respectively.

These charges primarily relate to the termination or modification of certain employment contracts and the accelerated expense recognition of certain employee loans.

These charges are reflected in “Compensation and employee benefits” in our Consolidated Statements of Operations during the year ended December 31, 2025.

As of December 31, 2025, the Company has made cash payments totaling $31.6 million in connection with the cost reduction program.

Brands and Trademarks

Amerex, Aurel, Aurel BGC, Caventor, CBID, Conticap, CreditMatch, BGC, BGC Group, BGC Partners, BGC Trader, ELX, Euro Brokers, Fenics, Fenics.com, Fenics Markets Xchange, Fenics Digital, FMX UST, FMX FX, Fenics Direct, Fenics MID, Fenics MD, Fenics Market Data, Fenics GO, Fenics PortfolioMatch, FMX, FMX Futures, FMX Markets Xchange, FMX UST, FMX FX, FMX Repo, FMX NDF, GFI, GFI Ginga, kACE 2 , Lake Securities, Latium Capital, LumeFX, LumeMarkets, Lucera, Martin Brokers, Maxcor, Matchbox, Mint, MIS Brokers, Open Energy, Perimeter Markets Inc., Poten & Partners, RP Martin, Tower Bridge, Sage, Sunrise Brokers, and VolumeMatch are among the trademarks/service marks and/or registered trademarks/service marks of BGC Group and/or its affiliates in the U.S.

AMCOM, Amerex, American Commodities, Aurel, Aurel BGC, Caventor, CBID, Conticap, CreditMatch, BGC, BGC Group, BGC Partners, BGC Trader, ELX, EOXLive, Euro Brokers, Fenics, Fenics.com, Fenics Markets Xchange, Fenics Digital, Fenics Direct, Fenics MID, Fenics MD, Fenics Market Data, Fenics PortfolioMatch, FMX, FMX Futures, FMX Markets Xchange, FMX UST, FMX FX, FMX Repo, FMX NDF, GFI, GFI Ginga, Lake Securities, Latium Capital, LumeFX, LumeMarkets, Lucera, Macro Hive, Martin Brokers, Maxcor, Matchbox, Mint, MIS Brokers, Open Energy, OTC Global Holdings, Perimeter Markets Inc., Poten & Partners, RP Martin, Tower Bridge, Sage, Sunrise Brokers, and VolumeMatch are among the trademarks/service marks and/or registered trademarks/service marks of BGC Group and/or its affiliates in the U.S.

and/or other jurisdictions.

Other Matters

In February 2022, the U.S., U.K., EU, and other countries imposed sanctions on Russian counterparties, and as a result BGC has ceased trading with those clients.

The Company derived less than 1% of total revenue from its Moscow branch and sanctioned Russian counterparties.

During the years ended December 31, 2024 and 2023, the Company reserved $4.0 million and $9.0 million, respectively, in connection with unsettled trades and receivables with sanctioned Russian entities.

In February 2022, the U.S., U.K., EU, and other countries imposed sanctions on Russian counterparties, and as a result we ceased trading with those clients.

We derived less than 1% of total revenue from our Moscow branch and sanctioned Russian counterparties.

During the years ended December 31, 2025 and 2024, we released a reserve of $4.4 million and recorded reserves of $4.0 million, respectively, in connection with potential losses associated with Russia’s Invasion of Ukraine.

Tax Policy Changes

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In December 2022, the Council of the EU unanimously adopted the EU Minimum Tax Directive, which would require member states to implement these rules.

In the UK, Pillar 2 was adopted after royal assent was given in July 2023.

In the U.K., Pillar 2 was adopted after royal assent was given in July 2023.

Management performed Pillar 2 calculations for the necessary jurisdictions for the 2025 fiscal year and determined that the minimum global effective tax did not have a material impact on our 2025 tax rate.

On July 4, 2025, President Trump signed the OBBBA into law, which, among other things, introduced a broad range of changes to existing tax rules, including significant modifications to certain incentives previously introduced or expanded by the Inflation Reduction Act of 2022, as well as extensions and modifications of certain provisions of the Tax Act of 2017.

The OBBBA did not have a material impact on our Consolidated Statements of Financial Condition as of, or results of operations or cash flows for the year ended, December 31, 2025.

Management will continue to assess the potential impact the OBBBA may have on our future financial condition, results of operations or liquidity.

Financial Services Industry

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Manufactured zero and near-zero interest rates caused the breakdown and disappearance of the historic correlation between issuance and trading volume growth.

The recent change in central bank monetary policies away from zero interest rates, following the highest inflation in decades, together with meaningful interest rates set the stage for a resurgence in secondary market trading volumes for rates, credit and foreign exchange.

The change in central bank monetary policies away from zero interest rates, following the highest inflation in decades, together with meaningful interest rates set the stage for a resurgence in secondary market trading volumes for rates, credit and foreign exchange.

We believe the return of this strong positive correlation in the current macro trading environment, which has meaningful interest rates and issuance that is multiples above 2008 levels, positions BGC to benefit and drive its trading volumes, revenue and profitability higher for the foreseeable future.

Industry Consolidation

Several factors could influence the financial service industry and our business performance, including general economic conditions, the geopolitical environment, current or expected inflation, interest rate fluctuations, the threat, imposition and impact of volatile or broad-based tariffs, market volatility, changes in investment patterns and priorities, regulatory changes, and other factors that are generally beyond our control.

Generally, volatility benefits BGC by increasing secondary trading volumes, as market participants seek to hedge their risk or capitalize on price fluctuations.

We believe that these activities are most efficiently executed in our wholesale markets, known for their depth and liquidity.

Rates of inflation may affect our expenses such as employee compensation and benefits, technology and communication expenses and occupancy costs.

We believe any effects of inflation on our results of operations and financial condition have not been significant during any of the periods presented in this Annual Report on Form 10-K.

Industry Landscape

Over the past decade, there has been significant consolidation among the interdealer-brokers and wholesale brokers with which we compete.

We continue to compete with the electronic markets and market data businesses of the CME, primarily through our FMX businesses where we compete in U.S.

We continue to compete with TP ICAP and Tradition across various Voice/Hybrid brokerage marketplaces as well as via Fenics.

We also continue to compete with the electronic markets and market data businesses of the CME, primarily through our FMX businesses where we compete in U.S.

Treasuries, U.S.

interest rate futures, and foreign exchange products.

We also continue to compete with TP ICAP and Tradition across various Voice/Hybrid brokerage marketplaces as well as via Fenics.

Additional strategic acquisitions of OTC trading platforms by exchanges and electronic marketplaces include ICE buying BondPoint and TMC Bonds, Deutsche Börse buying 360T, CBOE buying Hotspot, MarketAxess buying LiquidityEdge, Tradeweb buying Nasdaq’s U.S.

Fixed Income Electronic Trading Platform, r8fin and ICD, LSEG acquiring Quantile, etc.

We view the consolidation in the industry favorably, as we expect it to provide additional operating leverage to our businesses in the future.

Additionally, we have significantly grown our presence in the energy, commodities, and shipping markets, and are competing more with ECS brokers such as Marex Group PLC, StoneX Group, and Clarksons PLC.

Growth Drivers

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Overall Market Volumes and Volatility

Volume is driven by a number of factors, including the level of issuance for financial instruments, price volatility of financial instruments, central bank policies, macro-economic conditions, creation and adoption of new products, regulatory environment, and the introduction and adoption of new trading technologies.

Volume is driven by a number of factors, including the level of issuance for financial instruments, price volatility of financial instruments, government and central bank policies, macro-economic conditions, creation and adoption of new products, regulatory environment, and the introduction and adoption of new trading technologies.

Historically, increased price volatility has often increased the demand for hedging instruments, including many of the cash and derivative products that we broker.

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When central banks hold these instruments, they tend not to trade or hedge, thus lowering rates volumes across cash and derivatives markets industry-wide.

Following the market dislocation and pandemic, major central banks such as the U.S.

Following the market dislocation and COVID-19 pandemic, major central banks such as the U.S.

Federal Reserve, ECB, Bank of Japan, Bank of England, and Swiss National Bank restarted quantitative easing programs in 2020.

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The return of interest rates has led to improved macro trading conditions which has benefited BGC.

This improved backdrop is expected to support both BGC’s Fenics and Voice/Hybrid businesses for the foreseeable future.

This backdrop is expected to support both BGC’s Fenics and Voice/Hybrid businesses for the foreseeable future.

Additional factors have weighed on market volumes in the products we broker.

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We believe that this has further reduced overall market exposure and industry volumes in many of the products we broker, particularly in Credit.

During the year ended December 31, 2024, industry volumes were higher across Rates, ECS, FX, and Credit compared to the prior year period, while volumes were generally mixed across Equities.

BGC’s brokerage revenues were up by 11.2% year-on-year, reflecting broad-based growth across all geographies and strong double-digit revenue growth across BGC’s three largest asset classes, Rates, ECS and FX.

Below is an expanded discussion of the volume and growth drivers of our various brokerage product categories.

During the year ended December 31, 2025, industry volumes were higher across ECS, Rates, FX, and Credit compared to the prior year period.

Secondary market trading volumes were generally mixed across Equities.

BGC’s brokerage revenues were up by 32.4% year-on-year, reflecting growth across all asset classes and geographies.

Below is an expanded discussion of the market volumes and growth drivers of our various asset class categories.

ECS volumes were higher during 2025 compared to the prior year period.

CME and ICE energy futures and options volumes were up 8% and 15%, respectively, compared to the prior year period.

In comparison, BGC’s ECS revenues increased by 88.4%, compared to the prior year period, to $910.7 million, driven by OTC Global and strong organic growth across the broader energy complex.

Excluding OTC Global, ECS revenues grew by 20.9% compared to the prior year period.

Rates Volumes and Volatility

Our Rates business is influenced by a number of factors, including global sovereign issuances, interest rates, central bank policies, secondary trading and the hedging of these sovereign debt instruments.

Our Rates business is influenced by a number of factors, including global sovereign issuances, interest rates, government and central bank policies, secondary trading and the hedging of these sovereign debt instruments.

The amount of global sovereign debt outstanding remains at historically high levels, and recent and potential future monetary policy changes by major central banks have given rise to higher levels of interest rate trading activity and are expected to provide continued tailwinds to our Rates business.

The level of secondary trading and related hedging activity was higher during 2024 compared to the prior year period.

Rates volumes were higher during 2025 compared to the prior year period.

According to Bloomberg and the Federal Reserve Bank of New York, the Primary Dealer average daily volume of U.S.

Government Securities was up 16%.

Government Securities was up 6% compared to the prior year period.

Over the same time period, listed products on CME were up 4%, and OTC interest rate derivative volumes traded on SEF were up 8% compared to 2024, according to Clarus.

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Our Rates revenues, like the revenues for most of our products, are not fully dependent on market volumes and, therefore, do not always fluctuate consistently with industry metrics.

This is largely because our Voice, Hybrid, and Fully Electronic Rates desks often have volume discounts built into their price structure, which results in our Rates revenues being less volatile than the overall industry volumes.

ECS volumes were higher during 2024 compared to the prior year period.

CME and ICE energy futures and options volumes were up 17% and 24%, respectively.

In comparison, BGC’s ECS revenues increased by 25.1% to $483.2 million.

This is largely because our Voice, Hybrid, and Fully Electronic desks often have volume discounts built into their price structure, which results in our revenues being less volatile than the overall industry volumes.

Foreign Exchange Volumes and Volatility

Global foreign exchange volumes were higher during 2025 compared to the prior year period.

Volumes for CME FX futures and options and CME EBS spot FX were up 8%, and 5%, respectively, and Cboe FX was up 4%.

In comparison, our overall FX revenues increased by 14.0% to $358.7 million.

Volumes for CME EBS spot FX and Cboe FX were up 7% and 10%, respectively, compared to the prior year period.

Volumes for FX Options were up 14% compared to the prior year period, according to Clarus.

In comparison, our overall FX revenues increased by 19.3%, compared to the prior year period, to $428.0 million.

Credit Volumes

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Investment Grade was up 10% and U.S.

High Yield was up by 14% according to Bloomberg.

In comparison, our overall Credit revenues increased by 0.9% to $287.4 million.

High Yield was up by 13% according to Bloomberg, compared to the prior year period.

In comparison, our overall Credit revenues increased by 2.9%, compared to the prior year period, to $295.6 million.

Equities Volumes

Global equity volumes were generally mixed during 2024.

According to the Securities Industry and Financial Markets Association, or SIFMA, the average daily volume of U.S.

Global equity volumes were mixed during 2025 compared to the prior year period.

According to the Securities Industry and Financial Markets Association, the average daily volume of U.S.

cash equities was up 45%, as compared to a year earlier.

Over the same timeframe, Eurex average daily volumes of equity and equity index derivatives were down 4% and Euronext equity derivative index volumes were down 10%.

However, according to the OCC, the average daily volume of U.S.

options was up 10%.

Our Equities business primarily consists of equity derivatives and, our overall revenues from Equities increased by 5.3% to $223.9 million.

Over the same timeframe, the average daily volume of U.S.

options was up 25%, according to the OCC, however, Eurex average daily volumes of equity and equity index derivatives were down 7%.

Our Equities business primarily consists of equity derivatives and our overall revenues from Equities increased by 20.6%, compared to the prior year period, to $269.9 million.

FINANCIAL OVERVIEW

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We offer our brokerage services in five broad product categories:

Rates, ECS, FX, Credit, and Equities.

ECS, Rates, FX, Credit, and Equities.

The chart below details brokerage revenues by product category and by Voice/Hybrid versus Fully Electronic (in thousands):

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Brokerage revenue by product:

Rates $ 685,032 $ 610,451 $ 549,503

$ 910,650 $ 483,232 $ 386,206

Rates 794,204 685,032 610,451

FX 428,000 358,693 314,706

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Brokerage revenue by product (percentage):

Rates 33.6 % 33.3 % 33.4 %

33.7 % 23.7 % 21.1 %

Rates 29.4 33.6 33.3

FX 15.9 17.6 17.2

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Total brokerage revenues $ 2,698,383 $ 2,038,246 $ 1,832,624

Brokerage revenue by type (percentage):

Voice/Hybrid 78.2 % 77.6 % 78.6 %

Fully Electronic 1

____________________________________

Total brokerage revenues 100.0 % 100.0 % 100.0 %

____________________________________

1 Includes Fenics Integrated.

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however, the composition of our Fully Electronic business, as a percentage of our overall revenues, may fluctuate due to acquisitions, dispositions, changes in business mix and/or periods of heightened market volatility.

Our Rates business is focused on government debt, listed and OTC interest rate derivatives, and other interest rate products, which are globally among the largest and most actively traded markets.

The main drivers of these markets are global macroeconomic forces such as new issuances, inflation, and government budget and central bank policies.

Energy, Commodities, and Shipping

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We also provide brokerage services associated with the shipping of certain energy and commodities products.

Our Rates business is focused on government debt, listed and OTC interest rate derivatives, and other interest rate products, which are globally among the largest and most actively traded markets.

The main drivers of these markets are global macroeconomic forces such as new issuances, inflation, and government budget and central bank policies.

Foreign Exchange

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LumeFX® (distributed FX platform with managed infrastructure and software stack), LumeMarkets™ (multi-asset class aggregation platform), Connect™ (global SDN for rapid provisioning of connectivity to counter-parties), and Compute™ (on-demand, co-located compute services in key financial data centers).

Through kACE 2 , our analytics brand, we offer derivative price discovery, pricing analysis, risk management and trading software used by approximately 227 client sites in over 23 countries.

Our clients include mid-tier banks, financial institutions and corporate clients.

Our Gateway module links our client base with their counterparties, trading venues and regulators, and provides automated order flow, straight through processing, data distribution and regulatory reporting.

Our post-trade Fenics NDF Match business is an advanced matching platform that helps clients offset their fixing risk in non-deliverable forward portfolios and simplifies the complexities of managing large quantities of derivatives, to help promote sustainable growth, lower systemic risk and improve resiliency in the industry.

On December 31, 2025, we sold our analytics brand, kACE , to smartTrade.

Other Revenues

We earn other revenues from various sources, including underwriting and advisory fees, and the sources described below.

Interest Income

Interest and Dividend Income

We generate interest income primarily from the investment of our daily cash balances, interest earned on securities owned and Reverse Repurchase Agreements.

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professional and consulting fees for legal, audit and other special projects;

and interest expense related to short-term operational funding needs, and notes payable and collateralized borrowings.

and interest expense related to short-term operational funding needs, and notes payable and other borrowings.

Primarily in the U.S., we pay fees to Cantor for performing certain administrative and other support services, including charges for occupancy of office space, utilization of fixed assets and accounting, operations, human resources, legal services and technology infrastructure support.

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We incur income tax expenses or benefit based on the location, legal structure and jurisdictional taxing authorities of each of our subsidiaries.

Certain of the Company’s entities are taxed as U.S.

Certain of our entities are taxed as U.S.

partnerships and are subject to the UBT in New York City.

federal and state income tax liability or benefit related to the partnership income or loss, with the exception of UBT, rests with the partners (see Note 2—“Limited Partnership Interests in BGC Holdings and Newmark Holdings” in Part II, Item 8 of this Annual Report on Form 10‑K for discussion of partnership interests), rather than the partnership entity.

The Company’s consolidated financial statements include U.S.

federal, state and local income taxes on the Company’s allocable share of the U.S.

Our Consolidated Financial Statements include U.S.

federal, state and local income taxes on our allocable share of the U.S.

results of operations.

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We believe that our strong technology platform and unique compensation structure have enabled us to use both acquisitions and recruiting to uniquely position us to be able to outperform our peer group.

We have invested significantly through acquisitions and the hiring of new brokers, salespeople, managers, technology professionals and other front-office personnel.

We have invested significantly through acquisitions and the hiring of new brokers, salespeople, managers, and other front-office personnel.

The business climate for these acquisitions has been competitive, and it is expected that these conditions will persist for the foreseeable future.

We have been able to attract businesses and brokers, salespeople, managers, technology professionals and other front-office personnel to our platform as we believe they recognize that we have the scale, technology, experience and expertise to succeed.

As of December 31, 2024, our front-office headcount was 2,161 brokers, salespeople, managers, technology professionals and other front-office personnel, up 2.7% from 2,104 a year ago.

Compared to the prior year, average revenue per front-office employee for the year ended December 31, 2024 increased by 6.3% to $1.0 million from $958 thousand.

We have been able to attract businesses and brokers, salespeople, managers, and other front-office personnel to our platform as we believe they recognize that we have the scale, technology, experience and expertise to succeed.

As of December 31, 2025, our front-office headcount was 2,510 brokers, salespeople, managers, and other front-office personnel, up 16.1% from 2,161 a year ago, primarily due to the acquisition of OTC Global.

Compared to the prior year, average revenue per front-office employee for the year ended December 31, 2025 increased by 16.4% to $1.2 million from $1.0 million.

FINANCIAL HIGHLIGHTS

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Income from operations before income taxes was $213.7 million compared to $173.1 million in the prior year period.

Total revenues increased $237.4 million, or 11.7%, to $2,262.8 million, largely due to overall growth of 11.2% in our brokerage revenues:

• ECS increased $97.0 million, or 25.1%,

Total revenues increased $678.6 million compared to the prior year period, or 30.0%, to $2,941.5 million.

Excluding OTC Global, revenues grew $337.0 million, or 14.9%.

Brokerage revenues increased by $660.1 million, or 32.4%, due to overall growth across all asset classes:

• ECS increased $427.4 million, or 88.4%, driven by the operations of OTC Global.

Excluding OTC Global, ECS grew by $100.9 million, or 20.9%;

• Rates increased $109.2 million, or 15.9%;

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• Credit increased $8.2 million, or 2.9%;

• Equities decreased $12.6 million, or 5.3%.

In addition, there was an increase of $10.8 million in Interest and dividend income, primarily driven by income earned on bank deposits and money market funds.

Further, there was an increase of $15.5 million in Data, network and post-trade revenues, primarily driven by strong revenue growth due to FX co-location services and higher volume of contracts.

Total expenses increased $189.4 million, or 9.5%, to $2,182.3 million compared to the prior year period, primarily driven by an increase in total compensation and employee benefits expenses of $144.9 million.

The increase in compensation and employee benefits was primarily due to higher commissionable revenues during the period.

The $44.5 million increase in non-compensation expenses was primarily driven by an increase in Interest expense related to the BGC Partners 8.000% Senior Notes issued on May 25, 2023, the BGC Group 8.000% Senior Notes issued October 6, 2023 as part of the Exchange Offer, the BGC Group 6.600% Senior Notes issued June 10, 2024, and higher borrowings on both the Revolving Credit Agreement and BGC Credit Agreement.

These higher interest expenses were partially offset by lower interest due to the repayment in full of the BGC Partners 5.375% Senior Notes on July 24, 2023 and the BGC Group 3.750% Senior Notes and the BGC Partners 3.750% Senior Notes on October 1, 2024.

Non-compensation expenses also increased year over year due to higher Commissions and floor brokerage, Selling and promotion and Communication costs which were primarily driven by higher revenues.

• Equities increased $46.0 million, or 20.6%.

There was an increase of $12.0 million, or 9.5% in Data, network and post-trade revenues, primarily driven by Lucera and Fenics Market Data and OTC Global, partially offset by lower post-trade revenues due to the sale of BGC’s Capitalab business in the fourth quarter of 2024.

Excluding Capitalab, Data, network and post-trade revenues grew by $17.0 million, or 13.9%.

There was an increase of $10.9 million, or 52.8%, in Other revenues, primarily driven by the operations of OTC Global and increased consulting income.

There was a decrease of $2.4 million, or 4.3% in Interest and dividend income, primarily due to lower dividend amounts received from our equity securities, which are included in “Other assets” in our Consolidated Statements of Financial Condition, offset by higher balances earning interest.

Total expenses increased $634.9 million, or 29.1%, to $2,817.2 million compared to the prior year period, primarily driven by the operations of OTC Global, which we acquired on April 1, 2025.

We recorded total expenses of $308.8 million for the year ended December 31, 2025 related to the operations of OTC Global.

Total compensation and employee benefits expenses increased by $492.7 million, which was primarily due to the operations of OTC Global, higher commissionable revenues, expenses related to our current cost reduction program, costs associated with the acceleration of certain employee loans, and the weaker U.S.

Dollar during the period.

The $142.2 million increase in non-compensation expenses was primarily driven by the operations of OTC Global and an increase in Interest expense related to the BGC Group 6.150% Senior Notes issued in April 2025, and the BGC Group 6.600% Senior Notes issued in June 2024.

The increase in Interest expense was partially offset by a reduction of interest expense due to the repayments in full of the $255.5 million aggregate principal amount of BGC Group 3.750% Senior Notes and the $44.5 million aggregate principal amount of BGC Partners 3.750% Senior Notes on October 1, 2024.

Non-compensation expenses also increased year over year, primarily due to higher Selling and promotion and Communication costs which were primarily driven by the operations of OTC Global.

Total other income (losses), net decreased $3.1 million, or 3.4% to $89.5 million, which was largely driven by a $38.8 million gain on the sale of Capitalab and $36.6 million unrealized gain recorded for the year ended December 31, 2024 related to fair value adjustments on investments carried under the measurement alternative, offset by a $66.7 million gain on the sale of kACE recorded for the year ended December 31, 2025.

RESULTS OF OPERATIONS

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Total brokerage revenues increased by $660.1 million, or 32.4%, to $2,698.4 million for the year ended December 31, 2025 as compared to the year ended December 31, 2024.

Commission revenues increased by $184.3 million, or 12.6%, to $1,648.8 million for the year ended December 31, 2024 as compared to the year ended December 31, 2023.

Commissions revenues increased by $608.7 million, or 36.9%, to $2,257.6 million for the year ended December 31, 2025 as compared to the year ended December 31, 2024.

Principal transactions revenues increased by $51.4 million, or 13.2%, to $440.8 million for the year ended December 31, 2025 as compared to the year ended December 31, 2024.

Our brokerage revenues from ECS increased by $97.0 million, or 25.1%, to $483.2 million for the year ended December 31, 2024, as compared to the year ended December 31, 2023, which was primarily driven by strong revenue growth across our energy complex, environmental products, and the acquisition of Sage in the fourth quarter.

Our brokerage revenues from Rates increased by $74.6 million, or 12.2%, to $685.0 million for the year ended December 31, 2024, as compared to the year ended December 31, 2023, reflecting higher volumes across the business including interest rate derivative and listed products.

Our FX revenues increased by $44.0 million, or 14.0%, to $358.7 million for the year ended December 31, 2024, as compared to the year ended December 31, 2023, which was primarily driven by emerging market products and higher FX options volumes.

Our Credit revenues increased by $2.6 million, or 0.9%, to $287.4 million for the year ended December 31, 2024, as compared to the year ended December 31, 2023, which was primarily driven by higher trading volumes across emerging market and European credit products, offset by lower Asian credit activity.

Our brokerage revenues from Equities decreased by $12.6 million, or 5.3%, to $223.9 million for the year ended December 31, 2024, as compared to the year ended December 31, 2023, primarily due to lower equity derivative trading volumes, partially offset by higher European and U.S.

cash equity activity.

Our ECS revenues increased by $427.4 million, or 88.4%, to $910.7 million for the year ended December 31, 2025, as compared to the year ended December 31, 2024, which was primarily driven by OTC Global and strong organic growth across the broader energy complex and our shipping business.

Excluding OTC Global, ECS revenues grew by 20.9% for the year ended December 31, 2025 as compared to the year ended December 31, 2024.

Our Rates revenues increased by $109.2 million, or 15.9%, to $794.2 million for the year ended December 31, 2025, as compared to the year ended December 31, 2024, reflecting higher volumes across all major interest rate products, including strong double-digit growth in G10 interest rate products, emerging market products and repo products.

Our FX revenues increased by $69.3 million, or 19.3%, to $428.0 million for the year ended December 31, 2025, as compared to the year ended December 31, 2024, which was primarily due to strong growth in emerging market currencies and G10 FX Options volumes.

Our Credit revenues increased by $8.2 million, or 2.9%, to $295.6 million for the year ended December 31, 2025, as compared to the year ended December 31, 2024, which was primarily driven by higher emerging market, European credit and credit derivatives volumes.

Our Equities revenues increased by $46.0 million, or 20.6%, to $269.9 million for the year ended December 31, 2025, as compared to the year ended December 31, 2024, which was primarily due to global equity volatility and strong market share gains.

Fees from Related Parties

Fees from related parties increased by $4.8 million, or 29.8% to $20.7 million for the year ended December 31, 2024 as compared to the year ended December 31, 2023, which was primarily driven by an increase in revenues in connection with accounting, occupancy and legal services provided to Cantor.

Fees from related parties decreased by $2.0 million, or 9.7% to $18.7 million for the year ended December 31, 2025 as compared to the year ended December 31, 2024, which was primarily driven by a decrease in revenues in connection with services provided to Cantor, such as accounting, occupancy, and legal.

Data, Network and Post-Trade

Data, network and post-trade revenues increased by $12.0 million, or 9.5%, to $139.0 million for the year ended December 31, 2025 as compared to the year ended December 31, 2024.

This increase was primarily driven by strong subscription-based revenue growth across Lucera and Fenics Market Data, as a result of expanding both our client base and our offerings.

Revenue growth was partially offset by lower post-trade revenues due to the sale of Capitalab in the fourth quarter of 2024.

This increase was primarily driven by strong revenue growth across Lucera and Fenics Market Data and the operations of OTC Global, partially offset by lower post-trade revenues due to the sale of BGC’s Capitalab business in the fourth quarter of 2024.

Excluding Capitalab, revenues grew by 13.9% year-over-year.

Interest and Dividend Income

Interest and dividend income increased by $10.8 million, or 23.8%, to $56.2 million for the year ended December 31, 2024 as compared to the year ended December 31, 2023.

This was primarily driven by an increase in interest income on bank deposits and money market funds, borrowings by Cantor under the BGC Credit Agreement, which were primarily driven by changing interest rates and larger balances.

Interest and dividend income decreased by $2.4 million, or 4.3%, to $53.8 million for the year ended December 31, 2025 as compared to the year ended December 31, 2024.

This was primarily driven by a decrease in dividend income from the Company’s equity interests that are recorded under the measurement alternative guidance and a decrease in borrowings from Cantor under the BGC Credit Agreement, partially offset by higher interest income driven by increased interest-earning balances.

Other Revenues

Other revenues increased by $0.7 million, or 3.7% to $20.7 million for the year ended December 31, 2024 as compared to the year ended December 31, 2023, primarily driven by an increase in dividend income on investments and consulting income.

Other revenues increased by $10.9 million, or 52.8%, to $31.6 million for the year ended December 31, 2025 as compared to the year ended December 31, 2024, primarily driven by the operations of OTC Global and an increase in consulting income.

Compensation and Employee Benefits

Compensation and employee benefits expense increased by $532.3 million, or 47.4%, to $1,656.0 million for the year ended December 31, 2025 as compared to the year ended December 31, 2024.

The primary driver of the increase was higher commissionable revenues.

The increase was primarily attributable to the operations of OTC Global, with additional increases from higher commissionable revenues, cost reduction charges, the acceleration of certain employee loans and the weakening of the U.S.

Equity-Based Compensation and Allocations of Net Income to Limited Partnership Units and FPUs

Equity-based compensation and allocations of net income to limited partnership units and FPUs increased by $13.8 million, or 3.9%, to $369.1 million for the year ended December 31, 2024 as compared to the year ended December 31, 2023.

For the year ended December 31, 2024, the Company incurred compensation charges of $27.1 million and $54.4 million, respectively, for the acceleration of restricted stock awards and redemption of Newmark Holdings LPUs held by a former BGC executive officer, who is still employed by the Company.

The year over year increase was partially offset by the issuance of common stock and grants of exchangeability, which included, for the year ended December 31, 2023, a $60.9 million charge for the redemption of certain non-exchangeable limited partnership units in connection with the issuance of shares of BGC Class A common stock and the accompanying tax payments related to the Corporate Conversion in the year ended December 31, 2023.

Equity-based compensation and allocations of net income to limited partnership units and FPUs decreased by $39.6 million, or 10.7%, to $329.6 million for the year ended December 31, 2025 as compared to the year ended December 31, 2024 primarily due to a $54.4 million charge for the redemption of Newmark Holdings LPUs, held by a former BGC executive officer who was still employed by the Company, in the year ended December 31, 2024.

This was partially offset by an increase in issuance of common stock.

Occupancy and Equipment

Occupancy and equipment expense increased by $15.0 million, or 8.8%, to $184.2 million for the year ended December 31, 2025 as compared to the year ended December 31, 2024.

This increase was primarily driven by an increase in software licenses and costs for consolidating BGC’s London office space.

This increase was primarily driven by the operations of OTC Global and an increase in software licenses.

Fees to Related Parties

Fees to related parties decreased by $0.1 million, or 0.4%, to $32.5 million for the year ended December 31, 2024 as compared to the year ended December 31, 2023.

Fees to related parties are allocations paid to Cantor for administrative and support services, such as accounting, occupancy, and legal.

Fees to related parties increased by $5.8 million, or 17.7%, to $38.3 million for the year ended December 31, 2025 as compared to the year ended December 31, 2024.

Fees to related parties are primarily allocations paid to Cantor for administrative and support services, such as accounting, occupancy, and legal.

Professional and Consulting Fees

Professional and consulting fees increased by $4.6 million, or 7.5%, to $64.9 million for the year ended December 31, 2024 as compared to the year ended December 31, 2023, primarily driven by an increase in consulting and other professional services and fees.

Professional and consulting fees increased by $2.1 million, or 3.2%, to $67.0 million for the year ended December 31, 2025 as compared to the year ended December 31, 2024, which was primarily driven by the operations of OTC Global and increases in audit, tax, consulting charges and regulatory fees.

Communications

Communications expense increased by $6.5 million, or 5.7%, to $120.6 million for the year ended December 31, 2024 as compared to the year ended December 31, 2023, which was primarily driven by increases in various terminal and line service costs across market data and communications.

Communications expense increased by $15.8 million, or 13.1%, to $136.4 million for the year ended December 31, 2025 as compared to the year ended December 31, 2024, which was primarily driven by the operations of OTC Global and increases in various terminal and line service costs across market data and communications.

Selling and Promotion

Selling and promotion expense increased by $8.6 million, or 13.9%, to $70.5 million for the year ended December 31, 2024 as compared to the year ended December 31, 2023, which was primarily driven by an increase in business related travel and client entertainment.

Selling and promotion expense increased by $34.8 million, or 49.3%, to $105.2 million for the year ended December 31, 2025 as compared to the year ended December 31, 2024, which was primarily driven by the operations of OTC Global and an increase in business related travel and client entertainment.

Commissions and Floor Brokerage

Commissions and floor brokerage expense increased by $9.3 million, or 15.1%, to $70.8 million for the year ended December 31, 2024 as compared to the year ended December 31, 2023, primarily driven by a higher number of trades in the year ended December 31, 2024.

Commissions and floor brokerage expense decreased by $0.5 million, or 0.8%, to $70.3 million for the year ended December 31, 2025 as compared to the year ended December 31, 2024, which was primarily driven by volume and composition of trades in the year ended December 31, 2025.

Interest Expense

Interest expense increased by $13.8 million, or 17.9%, to $91.1 million for the year ended December 31, 2024 as compared to the year ended December 31, 2023, primarily driven by interest expense related to the BGC Partners 8.000% Senior Notes issued on May 25, 2023 and the BGC Group 8.000% Senior Notes issued October 6, 2023 as part of the Exchange Offer, the BGC Group 6.600% Senior Notes issued on June 10, 2024, and higher borrowings on both the Revolving Credit Agreement and BGC Credit Agreement, partially offset by a decrease in interest expense related to the BGC Partners 3.750% Senior Notes and BGC Group 3.750% Senior Notes due to repayment in full on October 1, 2024.

Interest expense increased by $34.2 million, or 37.6%, to $125.3 million for the year ended December 31, 2025 as compared to the year ended December 31, 2024, which was primarily driven by the issuance of the BGC Group 6.150% Senior Notes in April 2025 and the BGC Group 6.600% Senior Notes in June 2024, partially offset by a reduction of interest expense due to the repayments in full of the $255.5 million outstanding aggregate principal amount of BGC Group 3.750% Senior Notes and the $44.5 million outstanding aggregate principal amount of BGC Partners 3.750% Senior Notes on October 1, 2024.

Other Expenses

Other expenses decreased by $4.6 million, or 6.2%, to $69.7 million for the year ended December 31, 2024 as compared to the year ended December 31, 2023, which was primarily due to a decrease in reserves related to potential losses associated with Russia’s Invasion of Ukraine and other provisions, partially offset by an increase in revaluation expense and Charity Day contributions.

Other expenses increased by $35.1 million, or 50.3%, to $104.8 million for the year ended December 31, 2025 as compared to the year ended December 31, 2024, which was primarily due to the operations of OTC Global, as well as higher amortization expense related to the acquisitions of OTC Global and Sage.

Additionally, there were increases in reserves for certain audit and litigation matters.

Other Income (Losses), Net

Gains (Losses) on Divestitures and Sale of Investments

Gains (losses) on divestitures and sale of investments increased by $38.8 million, to a gain of $38.8 million, for the year ended December 31, 2024 as compared to no gain for the year ended December 31, 2023, primarily as a result of the sale of Capitalab in October 2024.

Gains (losses) on divestitures and sale of investments increased by $27.9 million, or 72.1%, to $66.7 million, for the year ended December 31, 2025 as compared to the year ended December 31, 2024.

The increase was driven by the gain recognized on the sale of kACE in December 2025 for $66.7 million.

By comparison, for the year ended December 31, 2024, the Company recorded a gain of $38.8 million related to the sale of Capitalab in October 2024.

Gains (Losses) on Equity Method Investments

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Other Income (Loss)

Other income (loss) increased by $29.4 million, or 183.9%, to $45.4 million for the year ended December 31, 2024 as compared to the year ended December 31, 2023, primarily driven by a $36.6 million unrealized gain recorded related to fair value adjustments on investments carried under the measurement alternative offset by a decrease in other recoveries.

Other income (loss) decreased by $31.0 million, or 68.2%, to $14.4 million for the year ended December 31, 2025 as compared to the year ended December 31, 2024, which was primarily driven by a $36.6 million unrealized gain for the year ended December 31, 2024 compared to $7.1 million unrealized gain for the year ended December 31, 2025 related to fair value adjustments on investments carried under the measurement alternative.

Provision (Benefit) for Income Taxes

Provision (benefit) for income taxes increased by $17.3 million, or 34.6%, to $67.2 million for the year ended December 31, 2025 as compared to the year ended December 31, 2024.

The increase was primarily driven by an increase in 2024 pretax earnings, 2023 one-time benefit in revaluation of deferred tax balances due to ownership interest change, as a result of the Corporate Conversion, and a change in the geographical and business mix of earnings, which can impact our consolidated effective tax rate from period-to-period.

The increase was primarily driven by a change in the geographical and business mix of earnings, which can impact our consolidated effective tax rate from period to period.

Net Income (Loss) Attributable to Noncontrolling Interest in Subsidiaries

Net income (loss) attributable to noncontrolling interest in subsidiaries decreased by $6.3 million, or 249.8%, to a loss of $3.8 million for the year ended December 31, 2024 as compared to the year ended December 31, 2023 as a result of losses recognized by non-controlling interest compared to the prior year.

Net income (loss) attributable to noncontrolling interest in subsidiaries decreased by $4.7 million, or 124.0%, to a loss of $8.4 million for the year ended December 31, 2025 as compared to a loss of $3.8 million for the year ended December 31, 2024.

Year Ended December 31, 2024 Compared to Year Ended December 31, 2023

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Principal transactions revenues increased by $21.3 million, or 5.8%, to $389.4 million for the year ended December 31, 2024 as compared to the year ended December 31, 2023.

Our brokerage revenues from Energy and Commodities increased by $94.5 million, or 32.4%, to $386.2 million for the year ended December 31, 2023, as compared to the year ended December 31, 2022, which was primarily driven by strong double-digit growth across our energy complex and our environmental products, as well as our shipping broking business.

Our brokerage revenues from Rates increased by $60.9 million, or 11.1%, to $610.5 million for the year ended December 31, 2023, as compared to the year ended December 31, 2022, reflecting broad-based growth across interest rate derivative and cash products.

Our FX revenues increased by $15.0 million, or 5.0%, to $314.7 million for the year ended December 31, 2023, as compared to the year ended December 31, 2022, which was primarily driven by higher volumes across emerging markets currencies.

Our Credit revenues increased by $13.3 million, or 4.9%, to $284.7 million for the year ended December 31, 2023, as compared to the year ended December 31, 2022, which was primarily driven by higher volumes across emerging market and European credit products, as well as credit derivatives.

Our brokerage revenues from Equities increased by $2.0 million, or 0.9%, to $236.5 million for the year ended December 31, 2023, as compared to the year ended December 31, 2022, primarily driven by higher volumes across U.S.

equity derivatives.

cash equity activity.

Fees from Related Parties

Fees from related parties increased by $1.2 million, or 8.4% to $16.0 million for the year ended December 31, 2023 as compared to the year ended December 31, 2022, which was primarily driven by an increase in revenues in connection with services provided to Cantor.

Fees from related parties increased by $4.8 million, or 29.8%, to $20.7 million for the year ended December 31, 2024 as compared to the year ended December 31, 2023, which was primarily driven by an increase in revenues in connection with accounting, occupancy and legal services provided to Cantor.

Data, Network and Post-Trade

Data, network and post-trade revenues increased by $15.5 million, or 13.9%, to $127.0 million for the year ended December 31, 2024 as compared to the year ended December 31, 2023.

This increase was primarily driven by strong double-digit revenue growth across Lucera, Fenics Market Data, and our Capitalab post-trade business, as a result of expanding both our client base and our offerings.

This increase was primarily driven by strong subscription-based revenue growth across Lucera and Fenics Market Data, as a result of expanding both our client base and our offerings.

Revenue growth was partially offset by lower post-trade revenues due to the sale of Capitalab in the fourth quarter of 2024.

Interest and Dividend Income

Interest and dividend income increased by $10.8 million, or 23.8%, to $56.2 million for the year ended December 31, 2024 as compared to the year ended December 31, 2023.

This was primarily driven by an increase in interest income on bank deposits and money market funds, which were primarily driven by changing interest rates and larger balances.

Other Revenues

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Compensation and employee benefits expense increased by $131.1 million, or 13.2%, to $1,123.7 million for the year ended December 31, 2024 as compared to the year ended December 31, 2023.

The primary driver of the increase was higher commission revenues on variable compensation.

The primary driver of the increase was higher commissionable revenues.

Equity-Based Compensation and Allocations of Net Income to Limited Partnership Units and FPUs

This was primarily driven by an increase in issuance of common stock and grants of exchangeability, which included a $60.9 million charge for the redemption of certain non-exchangeable limited partnership units in connection with the issuance of shares of BGC Class A common stock and the accompanying tax payments related to the Corporate Conversion.

The increase was also due to an increase in RSU, RSU Tax Account, and restricted stock amortization expenses, partially offset by a cessation of LPU amortization expense, related to the Corporate Conversion.

For the year ended December 31, 2024, the Company incurred compensation charges of $27.1 million and $54.4 million, for the acceleration of restricted stock awards and redemption of Newmark Holdings LPUs, respectively, held by a former BGC executive officer who was still employed by the Company.

Occupancy and Equipment

Occupancy and equipment expense increased by $6.5 million, or 4.0%, to $169.2 million for the year ended December 31, 2024 as compared to the year ended December 31, 2023.

This increase was primarily driven by an increase in amortization expense on developed software and other rent and occupancy expenses, partially offset by a decrease in fixed asset impairment.

This increase was primarily driven by an increase in software licenses and costs for consolidating BGC’s London office space.

Fees to Related Parties

Fees to related parties increased by $7.0 million, or 27.2%, to $32.6 million for the year ended December 31, 2023 as compared to the year ended December 31, 2022.

Fees to related parties decreased by $0.1 million, or 0.4%, to $32.5 million for the year ended December 31, 2024 as compared to the year ended December 31, 2023.

Fees to related parties are allocations paid to Cantor for administrative and support services, such as accounting, occupancy, and legal.

Professional and Consulting Fees

Professional and consulting fees decreased by $8.4 million, or 12.2%, to $60.4 million for the year ended December 31, 2023 as compared to the year ended December 31, 2022, primarily driven by a decrease in consulting and other professional fees.

Communications

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Selling and Promotion

Selling and promotion expense increased by $12.7 million, or 25.7%, to $61.9 million for the year ended December 31, 2023 as compared to the year ended December 31, 2022, which was primarily driven by an increase in business related travel and client entertainment as COVID-19 restrictions have relaxed across many of the major geographies in which BGC operates.

Commissions and Floor Brokerage

Commissions and floor brokerage expense increased by $3.2 million, or 5.6%, to $61.5 million for the year ended December 31, 2023 as compared to the year ended December 31, 2022, primarily driven by a higher number of trades in the year ended December 31, 2023 and an increase in commission expense.

Interest Expense

Interest expense increased by $19.3 million, or 33.3%, to $77.2 million for the year ended December 31, 2023 as compared to the year ended December 31, 2022, primarily driven by interest expense related to the BGC Partners 8.000% Senior Notes issued on May 25, 2023 and the BGC Group 8.000% Senior Notes issued October 6, 2023 as part of the Exchange Offer, and higher interest expense related to borrowings on the Revolving Credit Agreement, partially offset by a decrease in interest expense related to the BGC Partners 5.375% Senior Notes due to repayment in full on July 24, 2023.

Other Expenses

Other expenses decreased by $13.2 million, or 15.0%, to $74.3 million for the year ended December 31, 2023 as compared to the year ended December 31, 2022, which was primarily due to a decrease in litigation settlements and reserves, and a decrease in reserves related to potential losses associated with Russia’s Invasion of Ukraine, partially offset by an increase in other provisions.

Other Income (Losses), Net

Gains (Losses) on Divestitures and Sale of Investments

Gains (Losses) on Equity Method Investments

Gains (losses) on equity method investments decreased by $1.8 million, or 16.2%, to $9.2 million due to the results of our equity method investees, for the year ended December 31, 2023 as compared to a gain of $10.9 million for the year ended December 31, 2022.

Gains (losses) on equity method investments decreased by $0.7 million, or 7.9%, to a gain of $8.4 million due to the results of our equity method investees, for the year ended December 31, 2024 as compared to a gain of $9.2 million for the year ended December 31, 2023.

Other Income (Loss)

Other income (loss) increased by $6.6 million, or 70.6%, to $16.0 million for the year ended December 31, 2023 as compared to the year ended December 31, 2022, primarily driven by an increase related to mark-to-market movements on other assets and an increase in other recoveries.

Provision (Benefit) for Income Taxes

Provision (benefit) for income taxes decreased by $19.7 million, or 50.9%, to $18.9 million for the year ended December 31, 2023 as compared to the year ended December 31, 2022.

The decrease was primarily driven by a decrease in pretax earnings, a one-time benefit in revaluation of deferred tax balances due to ownership interest change, as a result of the Corporate Conversion, and a change in the geographical and business mix of earnings, which can impact our consolidated effective tax rate from period-to-period.

Provision (benefit) for income taxes increased by $31.0 million, or 163.6%, to $49.9 million for the year ended December 31, 2024 as compared to the year ended December 31, 2023.

Net Income (Loss) Attributable to Noncontrolling Interest in Subsidiaries

Net income (loss) attributable to noncontrolling interest in subsidiaries decreased by $7.6 million, or 75.3%, to $2.5 million for the year ended December 31, 2023 as compared to the year ended December 31, 2022, which was primarily driven by a decrease in earnings and no longer reflecting net income (loss) attributable to noncontrolling interest in subsidiaries related to BGC Holdings as a result of the Corporate Conversion.

QUARTERLY RESULTS OF OPERATIONS

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Brokerage revenue by product:

$ 257,451 $ 241,622 $ 261,640 $ 149,937 $ 134,104 $ 112,921 $ 117,743 $ 118,464

Rates 197,352 195,328 200,579 200,945 169,591 174,313 166,044 175,085

FX 102,841 106,672 108,452 110,035 93,648 92,076 88,946 84,023

134,104 112,921 117,743 118,464 104,739 93,120 98,688 89,659

Credit 64,284 69,085 75,282 86,936 62,404 68,000 69,381 87,592

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product (percentage):

37.1 % 35.9 % 36.3 % 24.5 % 26.0 % 22.6 % 23.9 % 22.4 %

Rates 28.4 29.0 27.9 33.0 32.9 34.7 33.6 33.2

FX 14.8 15.8 15.1 18.0 18.1 18.4 18.0 15.9

26.0 22.6 23.9 22.4 22.7 21.4 22.2 18.2

Credit 9.3 10.3 10.5 14.2 12.1 13.6 14.1 16.6

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Total brokerage revenues $ 694,585 $ 673,110 $ 719,899 $ 610,789 $ 516,060 $ 500,646 $ 493,520 $ 528,021

Brokerage revenue by

type (percentage):

Voice/Hybrid 78.8 % 78.2 % 78.4 % 77.6 % 78.1 % 77.6 % 77.9 % 77.0 %

Fully Electronic 1

____________________________

Total brokerage revenues 100.0 % 100.0 % 100.0 % 100.0 % 100.0 % 100.0 % 100.0 % 100.0 %

____________________________

1 Includes Fenics Integrated.

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Total assets as of December 31, 2025 were $4.4 billion, an increase of 22.8% as compared to December 31, 2024.

The increase in total assets was driven primarily by an increase in Cash and cash equivalents, Loans, forgivable loans and other receivables from employees and partners, net, Goodwill, Other intangible assets, net and Accrued commissions and other receivables, net.

The increase in total assets was driven primarily by the acquisition of OTC Global, an increase in Receivables from broker-dealers, clearing organizations, customers and related broker-dealers, Accrued commissions and other receivables, net, Loans, forgivable loans and other receivables from employees and partners, net, and Cash and cash equivalents.

We maintain a significant portion of our assets in Cash and cash equivalents and Financial instruments owned, at fair value, with Cash and cash equivalents as of December 31, 2025 of $851.5 million, and our Liquidity as of December 31, 2025 of $979.1 million.

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Our Financial instruments owned, at fair value, were $127.6 million as of December 31, 2025, compared to $186.2 million as of December 31, 2024.

As part of our cash management process, we may enter into Reverse Repurchase Agreements and other short-term investments, some of which may be with Cantor.

As of both December 31, 2024 and 2023, there were no Reverse Repurchase Agreements outstanding.

As of both December 31, 2024 and 2023, there were no Repurchase Agreements outstanding.

As of both December 31, 2024 and 2023, there were no securities loaned outstanding.

At December 31, 2019, the Company completed the calculation of the one-time transition tax on the deemed repatriation of foreign subsidiaries’ earnings pursuant to the Tax Act and previously recorded a net cumulative tax expense of $28.6 million, net of foreign tax credits.

During the second quarter of 2024, the Company settled its 2017 audit with the Internal Revenue Service which included the transition tax.

The revised net cumulative transition tax expense is $25.3 million, net of foreign tax credits, resulting in a net adjustment of the payable balance by $3.3 million.

An installment election can be made to pay the taxes over eight years with 40% paid in equal installments over the first five years and the remaining 60% to be paid in installments of 15%, 20% and 25% in years six, seven and eight, respectively.

The cumulative remaining balance as of December 31, 2024 was $11.4 million.

Additionally, in August 2013, the Audit Committee authorized us to invest up to $350.0 million in an asset-backed commercial paper program for which certain Cantor entities serve as placement agent and referral agent.

The program issues short-term notes to money market investors and is expected to be used from time to time as a liquidity management vehicle.

The notes are backed by assets of highly rated banks.

We are entitled to invest in the program so long as the program meets investment policy guidelines, including policies relating to ratings.

Cantor will earn a spread between the rate it receives from the short-term note issuer and the rate it pays to us on any investments in this program.

This spread will be no greater than the spread earned by Cantor for placement of any other commercial paper note in the program.

As of both December 31, 2024 and 2023, we did not have any investments in the program.

Our funding base consists of longer-term capital (equity and notes payable), collateralized financings and shorter-term liabilities incurred through the normal course of business.

Our funding base consists of longer-term capital (equity and notes payable) and shorter-term liabilities incurred through the normal course of business.

We have limited need for short-term unsecured funding in our regulated entities for their brokerage business.

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During the twelve months ended December 31, 2025, we repurchased 30.2 million shares of BGC Class A common stock for aggregate consideration of $281.5 million, representing a weighted-average price per share of $9.32.

As of February 27, 2025, we have repurchased an additional 2.4 million shares of BGC Class A common stock during the first quarter for aggregate consideration of $23.0 million, representing a weighted-average price per share of $9.45.

On February 14, 2025, our Board declared a $0.02 dividend for the fourth quarter of 2024.

Our current capital allocation priorities are to return capital to stockholders and to continue investing in the growth of our business.

Between April 23, 2024 and April 24, 2024, the FMX Equity Partners contributed $171.7 million into FMX.

While we paid quarterly dividends of $0.02 per share in 2025, and on February 11, 2026, when our Board declared a $0.02 per share dividend for the fourth quarter of 2025, we plan to continue to prioritize share repurchases over dividends and distributions.

As of February 27, 2026, we have repurchased an additional 0.2 million shares of BGC Class A common stock during the first quarter for aggregate consideration of $2.3 million, representing a weighted-average price per share of $9.17.

Notes Payable and Other Borrowings

Unsecured Senior Revolving Credit Agreement

On March 12, 2024, the Company repaid in full the $240.0 million of borrowings then-outstanding under the Revolving Credit Agreement, which had been borrowed in 2023.

On March 12, 2024, we repaid in full the $240.0 million of borrowings then-outstanding under the Revolving Credit Agreement, which had been borrowed in 2023.

On April 1, 2024, we borrowed $275.0 million under the Revolving Credit Agreement and used the proceeds from such borrowing, along with cash on hand, to repay the principal and interest related to all of the $275.0 million of borrowings outstanding under the BGC Credit Agreement.

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On October 1, 2024, we borrowed $200.0 million under the Revolving Credit Agreement and used the proceeds from such borrowing, along with cash on hand, to repay the principal and interest on the $255.5 million aggregate outstanding principal amount of BGC Group 3.750% Senior Notes and $44.5 million aggregate outstanding principal amount of BGC Partners 3.750% Senior Notes.

On April 26, 2024, the Company amended and restated the Revolving Credit Agreement, to, among other things, extend the maturity date to April 26, 2027, and provide the Company with the right to increase the facility up to $475.0 million, subject to certain conditions being met.

On March 12, 2025, we borrowed $25.0 million under the Revolving Credit Agreement for general corporate purposes, and on March 31, 2025, we borrowed $325.0 million under the Revolving Credit Agreement and used a portion of the proceeds from such borrowing to acquire OTC Global.

On April 3, 2025, we repaid in full the $550.0 million of borrowings outstanding under the Revolving Credit Agreement.

On May 13, 2025, we borrowed $140.0 million under the Revolving Credit Agreement, and on June 13, 2025, we borrowed an additional $15.0 million, for general corporate purposes.

On June 30, 2025, we repaid $70.0 million of borrowings outstanding under the Revolving Credit Agreement.

On September 30, 2025, we repaid in full the $85.0 million of borrowings outstanding under the Revolving Credit Agreement.

On December 12, 2025, we borrowed $240.0 million under the Revolving Credit Agreement.

On April 26, 2024, we amended and restated the Revolving Credit Agreement, to, among other things, extend the maturity date to April 26, 2027, and provide us with the right to increase the facility up to $475.0 million, subject to certain conditions being met.

The borrowing rates and financial covenants under the amended and restated Revolving Credit Agreement were substantially unchanged.

On December 6, 2024, the Company amended the amended and restated Revolving Credit Agreement to increase the size of the credit facility to $700.0 million.

On December 6, 2024, we amended and restated the Revolving Credit Agreement to increase the size of the credit facility to $700.0 million.

The borrowing rates and financial covenants under the amended and restated Revolving Credit Agreement, as amended, are unchanged.

As of December 31, 2025 and 2024, there were $240.0 million and $200.0 million, respectively, of borrowings outstanding under the Revolving Credit Agreement.

During the years ended December 31, 2024 and 2023, the Company recorded interest expense related to the Revolving Credit Agreement of $12.2 million and $4.4 million, respectively.

BGC Partners did not record any interest expense related to the Revolving Credit Agreement for the year ended December 31, 2024.

BGC Partners recorded interest expense related to the Revolving Credit Agreement of $6.9 million and $2.3 million for the years ended December 31, 2023 and 2022, respectively.

During the years ended December 31, 2025, 2024, and 2023, we recorded interest expense related to the Revolving Credit Agreement of $10.2 million, $12.2 million and $4.4 million, respectively.

BGC Partners did not record any interest expense related to the Revolving Credit Agreement for the years ended December 31, 2025 and 2024.

BGC Partners recorded interest expense related to the Revolving Credit Agreement of $6.9 million for the year ended December 31, 2023.

See Note 17—“Notes Payable and Other Borrowings” to our Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10‑K for information regarding our Revolving Credit Agreement.

BGC Credit Agreement with Cantor

On March 8, 2024, the Company entered into a second amendment to the BGC Credit Agreement which amends the BGC Credit Agreement to provide that the parties and their respective subsidiaries may borrow up to an aggregate principal amount of $400.0 million from each other from time to time at an interest rate equal to 25 basis points less than the interest rate on the respective borrower’s short-term borrowings rate then in effect.

On June 7, 2024, the Company entered into a third amendment to the BGC Credit Agreement.

On March 8, 2024, we entered into a second amendment to the BGC Credit Agreement which amends the BGC Credit Agreement to provide that the parties and their respective subsidiaries may borrow up to an aggregate principal amount of $400.0 million from each other from time to time at an interest rate equal to 25 basis points less than the interest rate on the respective borrower’s short-term borrowings rate then in effect.

On June 7, 2024, we entered into a third amendment to the BGC Credit Agreement.

The third amendment provides that the parties and their respective subsidiaries may borrow up to the total available aggregate principal amount of $400.0 million pursuant to a new category of “FICC-GSD Margin Loans.” All other terms of the BGC Credit Agreement, including terms applicable to loans made thereunder that are not FICC-GSD Margin Loans, remain the same.

On March 12, 2024, the Company borrowed $275.0 million from Cantor under the BGC Credit Agreement and used the proceeds from such borrowing to repay the principal and interest related to all of the $240.0 million of borrowings outstanding under the Revolving Credit Agreement.

On March 12, 2024, we borrowed $275.0 million from Cantor under the BGC Credit Agreement and used the proceeds from such borrowing to repay the principal and interest related to all of the $240.0 million of borrowings outstanding under the Revolving Credit Agreement.

On April 1, 2024, we repaid in full the principal and interest related to the $275.0 million of borrowings outstanding under the BGC Credit Agreement.

As of December 31, 2024, there were no borrowings by the Company outstanding under the BGC Credit Agreement.

The Company recorded $1.1 million of interest expense related to the BGC Credit Agreement for the year ended December 31, 2024.

As of December 31, 2023, there were no borrowings by BGC Partners or Cantor outstanding under this agreement.

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

See “Liquidity and Capital Resources—Balance Sheet” herein, Note 13—“Related Party Transactions,” and Note 17—“Notes Payable and Other Borrowings” to our Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10‑K for information regarding our BGC Credit Agreement with Cantor.

On June 10, 2024, Cantor borrowed $180.0 million from the Company under the BGC Credit Agreement.

On July 31, 2024, Cantor made a partial repayment of $18.0 million to the Company of the $180.0 million borrowed from the Company under the BGC Credit Agreement.

On September 25, 2024, Cantor made an additional partial repayment of $12.0 million to the Company of the initial $180.0 million borrowed from the Company under the BGC Credit Agreement.

On October 1, 2024, Cantor repaid in full the remaining $150.0 million of borrowings outstanding to the Company under the BGC Credit Agreement, plus accrued interest;

therefore, there were no borrowings outstanding from the Company under the BGC Credit Agreement as of December 31, 2024.

The Company recorded interest income related to the BGC Credit Agreement of $3.8 million for the year ended December 31, 2024.

The Company did not record any interest income related to the BGC Credit Agreement for the years ended December 31, 2023 and 2022, respectively.

See Note 13—“Related Party Transactions” and Note 17—“Notes Payable and Other Borrowings” to our Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10‑K for information regarding our BGC Credit Agreement with Cantor.

The average interest rate on borrowings under this facility was 6.92% for the year ended December 31, 2024.

As of both December 31, 2024 and 2023, there were no borrowings by us outstanding under the BGC Credit Agreement.

We recorded $1.1 million of interest expense related to the BGC Credit Agreement for the year ended December 31, 2024.

We did not record any interest expense related to the BGC Credit Agreement for the year ended December 31, 2023.

On June 10, 2024, Cantor borrowed $180.0 million from us under the BGC Credit Agreement.

On July 31, 2024, Cantor made a partial repayment of $18.0 million to us of the $180.0 million borrowed from us under the BGC Credit Agreement.

On September 25, 2024, Cantor made an additional partial repayment of $12.0 million to us of the initial $180.0 million borrowed from us under the BGC Credit Agreement.

On October 1, 2024, Cantor repaid in full the remaining $150.0 million of borrowings outstanding to us under the BGC Credit Agreement, plus accrued interest.

As of both December 31, 2024 and 2023, there were no borrowings outstanding by Cantor under the BGC Credit Agreement.

The average interest rate on borrowings under this facility was 7.13% for the year ended December 31, 2024.

We recorded interest income related to the BGC Credit Agreement of $3.8 million for the year ended December 31, 2024.

We did not record any interest income related to the BGC Credit Agreement for the year ended December 31, 2023.

On April 4, 2025, Cantor borrowed $120.0 million from us under the BGC Credit Agreement.

Cantor partially repaid us $15.0 million on April 14, 2025 and $28.0 million on June 5, 2025.

On June 30, 2025, Cantor repaid in full to us the outstanding principal of $77.0 million borrowed from us under the BGC Credit Agreement, plus accrued interest.

These borrowings were not considered FICC-GSD Margin Loans.

As of December 31, 2025, there were no borrowings outstanding by Cantor under the BGC Credit Agreement.

The average interest rate on borrowings under this facility was 6.17% for the year ended December 31, 2025.

We recorded interest income related to the BGC Credit Agreement of $1.5 million for the year ended December 31, 2025.

On November 12, 2025, we borrowed $20.0 million from Cantor under the BGC Credit Agreement for general corporate purposes.

As of December 31, 2025, we had $20.0 million outstanding under the BGC Credit Agreement.

We recorded $0.2 million of interest expense related to the BGC Credit Agreement during the year ended December 31, 2025.

The average interest rate on borrowings under this facility was 5.45% for the year ended December 31, 2025.

On January 9, 2026, we repaid in full the principal and interest related to the $20.0 million of borrowings outstanding under the BGC Credit Agreement.

See “—Liquidity and Capital Resources—Balance Sheet” herein, and Note 13—“Related Party Transactions” and Note 17—“Notes Payable and Other Borrowings” to our Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10‑K for information regarding our BGC Credit Agreement with Cantor.

5.375% Senior Notes due July 24, 2023

On July 24, 2018, BGC Partners issued an aggregate of $450.0 million principal amount of BGC Partners 5.375% Senior Notes.

The BGC Partners 5.375% Senior Notes were general senior unsecured obligations of BGC Partners.

On July 24, 2023, BGC Partners repaid the $450.0 million principal amount plus accrued interest on the BGC Partners 5.375% Senior Notes using the proceeds from the issuance of the BGC Partners 8.000% Senior Notes, cash on hand and borrowings under the Revolving Credit Agreement.

BGC Partners recorded interest expense related to the BGC Partners 5.375% Senior Notes of $14.5 million and $25.5 million during the years ended December 31, 2023 and 2022, respectively.

Exchange Offer and Market-Making Registration Statement

BGC Partners recorded interest expense related to the BGC Partners 5.375% Senior Notes of $14.5 million during the year ended December 31, 2023.

Exchange Offer

On October 6, 2023, we completed the Exchange Offer, in which we exchanged BGC Partners Notes for new notes issued by BGC Group with the same respective interest rates, maturity dates and substantially identical terms as the tendered notes, and cash.

In connection with the Exchange Offer, and on behalf of BGC Partners, we also solicited consents from (i) holders of the BGC Partners Notes to certain proposed amendments to the indenture and supplemental indentures pursuant to which such BGC Partners Notes were issued to, among other things, eliminate certain affirmative and restrictive covenants and events of default, including the “Change of Control” provisions, which had applied to each series of the BGC Partners Notes, and (ii) holders of the BGC Partners 8.000% Senior Notes to amend the registration rights agreement relating thereto to terminate such agreement.

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

Market-making transactions pursuant to this resale registration statement were terminated on November 8, 2024 in connection with the filing of the replacement market-making resale registration statement described under “— 6.600% Senior Notes due June 10, 2029” below.

See Note 17—“Notes Payable and Other Borrowings” to our Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10‑K for information regarding our Exchange Offer.

3.750% Senior Notes due October 1, 2024

On October 11, 2019, BGC Partners filed a Registration Statement on Form S-4, which was declared effective by the SEC on October 24, 2019.

On October 28, 2019, BGC Partners launched an exchange offer in which holders of the BGC Partners 3.750% Senior Notes, issued in a private placement on September 27, 2019, could exchange such notes for new registered notes with substantially identical terms.

The exchange offer expired on December 9, 2019, and the tendered BGC Partners 3.750% Senior Notes were exchanged for new registered notes with substantially identical terms.

The BGC Group 3.750% Senior Notes and the BGC Partners 3.750% Senior Notes matured on October 1, 2024.

On October 1, 2024, the Company repaid the $255.5 million aggregate principal amount outstanding plus accrued interest on the BGC Group 3.750% Senior Notes and the $44.5 million aggregate principal amount outstanding plus accrued interest on the BGC Partners 3.750% Senior Notes using cash on hand and borrowings under the Revolving Credit Agreement.

The outstanding aggregate principal amount of BGC Group 3.750% Senior Notes, which are general senior unsecured obligations of BGC Group, was $255.5 million as of December 31, 2023.

BGC Group recorded interest expense related to the BGC Group 3.750% Senior Notes of $7.9 million and $2.6 million and during the years ended December 31, 2024 and 2023, respectively.

BGC Group did not record interest expense related to the BGC Group 3.750% Senior Notes for the year ended December 31, 2022.

The outstanding aggregate principal amount of BGC Partners 3.750% Senior Notes, which are general senior unsecured obligations of BGC Partners, was $44.5 million, as of December 31, 2023.

BGC Partners recorded interest expense related to the BGC Partners 3.750% Senior Notes of $1.3 million, $9.5 million and $12.1 million during the years ended December 31, 2024, 2023 and 2022, respectively.

See Note 13—“Related Party Transactions,” Note 17—“Notes Payable and Other Borrowings,” to our Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10‑K for information regarding our 3.750% Senior Notes.

4.375% Senior Notes due December 15, 2025

On August 28, 2020, BGC Partners filed a Registration Statement on Form S-4, which was declared effective by the SEC on September 8, 2020.

On September 9, 2020, BGC Partners launched an exchange offer in which holders of the BGC Partners 4.375% Senior Notes, issued in a private placement on July 10, 2020, could exchange such notes for new registered notes with substantially identical terms.

The exchange offer expired on October 14, 2020, and the tendered BGC Partners 4.375% Senior Notes were exchanged for new registered notes with substantially identical terms.

The outstanding aggregate principal amount of BGC Group 4.375% Senior Notes, which are general senior unsecured obligations of BGC Group, was $288.2 million as of both December 31, 2024 and 2023.

On October 1, 2024, we repaid the $255.5 million aggregate principal amount outstanding plus accrued interest on the BGC Group 3.750% Senior Notes and the $44.5 million aggregate principal amount outstanding plus accrued interest on the BGC Partners 3.750% Senior Notes using cash on hand and borrowings under the Revolving Credit Agreement.

BGC Group recorded interest expense related to the BGC Group 3.750% Senior Notes of $7.9 million and $2.6 million during the years ended December 31, 2024 and 2023, respectively.

BGC Group did not record interest expense related to the BGC Group 4.375% Senior Notes for the year ended December 31, 2022.

The outstanding aggregate principal amount of BGC Partners 4.375% Senior Notes, which are general senior unsecured obligations of BGC Partners, was $11.8 million as of both December 31, 2024 and 2023.

BGC Partners recorded interest expense related to the BGC Partners 3.750% Senior Notes of $1.3 million and $9.5 million during the years ended December 31, 2024 and 2023, respectively.

4.375% Senior Notes due December 15, 2025

The BGC Group 4.375% Senior Notes and the BGC Partners 4.375% Senior Notes matured on December 15, 2025.

On December 15, 2025, we repaid the $288.2 million aggregate principal amount outstanding plus accrued interest on the BGC Group 4.375% Senior Notes and the $11.8 million aggregate principal amount outstanding plus accrued interest on the BGC Partners 4.375% Senior Notes using cash on hand and borrowings under the Revolving Credit Agreement.

BGC Group recorded interest expense related to the BGC Group 4.375% Senior Notes of $12.8 million, $13.3 million and $3.3 million during the years ended December 31, 2025, 2024 and 2023, respectively.

BGC Partners recorded interest expense related to the BGC Partners 4.375% Senior Notes of $0.5 million, $0.5 million and $10.5 million during the years ended December 31, 2025, 2024 and 2023, respectively.

8.000% Senior Notes due May 25, 2028

The outstanding aggregate principal amount of BGC Group 8.000% Senior Notes, which are general senior unsecured obligations of BGC Group, was $347.2 million as of both December 31, 2025 and 2024.

BGC Group recorded interest expense related to the BGC Group 8.000% Senior Notes of $28.5 million and $7.1 million during the years ended December 31, 2024 and 2023, respectively.

BGC Group did not record interest expense related to the BGC Group 8.000% Senior Notes for the year ended December 31, 2022.

On August 21, 2024, the Company repurchased $0.5 million of outstanding aggregate principal amount, plus accrued interest, of BGC Partners 8.000% Senior Notes for $0.5 million.

The outstanding aggregate principal amount of BGC Partners 8.000% Senior Notes, which are general senior unsecured obligations of BGC Partners, was $2.3 million and $2.7 million as of December 31, 2024 and 2023, respectively.

BGC Partners recorded interest expense related to the BGC Partners 8.000% Senior Notes of $0.2 million and $10.0 million, during the years ended December 31, 2024 and 2023, respectively.

BGC Partners did not record interest expense related to the BGC Partners 8.000% Senior Notes for the year ended December 31, 2022.

BGC Group recorded interest expense related to the BGC Group 8.000% Senior Notes of $28.5 million, $28.5 million and $7.1 million during the years ended December 31, 2025, 2024 and 2023, respectively.

On August 21, 2024, we repurchased $0.5 million of outstanding aggregate principal amount, plus accrued interest, of BGC Partners 8.000% Senior Notes for $0.5 million.

The outstanding aggregate principal amount of BGC Partners 8.000% Senior Notes, which are general senior unsecured obligations of BGC Partners, was $2.3 million as of both December 31, 2025 and 2024, respectively.

BGC Partners recorded interest expense related to the BGC Partners 8.000% Senior Notes of $0.2 million, $0.2 million and $10.0 million, during the years ended December 31, 2025, 2024 and 2023, respectively.

6.600% Senior Notes due June 10, 2029

On August 8, 2024, the Company filed a Registration Statement on Form S-4, which was declared effective by the SEC on August 23, 2024.

On August 26, 2024, the Company launched an exchange offer in which holders of the BGC Group 6.600% Senior Notes, issued in a private placement on June 10, 2024, could exchange such notes for new registered notes with substantially identical terms.

The exchange offer expired on September 27, 2024, and the tendered BGC Group 6.600% Senior Notes were exchanged for new registered notes with substantially identical terms.

On November 8, 2024, the Company filed a resale registration statement on Form S-3 pursuant to which CF&Co may make offers and sales of the BGC Group 4.375% Senior Notes, BGC Group 8.000% Senior Notes and BGC Group 6.600% Senior Notes in connection with ongoing market making transactions which may occur from time to time.

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

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

The outstanding aggregate principal amount of BGC Group 6.600% Senior Notes, which are general senior unsecured obligations of BGC Group, was $500.0 million as of both December 31, 2025 and 2024.

BGC Group recorded interest expense related to the BGC Group 6.600% Senior Notes of $34.0 million and $18.9 million the years ended December 31, 2025 and 2024.

BGC Group did not record interest expense related to the BGC Group 6.600% Senior Notes for the year ended December 31, 2023.

6.150% Senior Notes due April 2, 2030

The outstanding aggregate principal amount of BGC Group 6.150% Senior Notes, which are general senior unsecured obligations of BGC Group, was $700.0 million as of December 31, 2025.

There were no BGC Group 6.600% Senior Notes outstanding as of December 31, 2023.

BGC Group recorded interest expense related to the BGC Group 6.600% Senior Notes of $18.9 million during the year ended December 31, 2024.

BGC Group did not record interest expense related to the BGC Group 6.600% Senior Notes for the years ended December 31, 2023 and 2022.

We recorded interest expense related to the BGC Group 6.150% Senior Notes of $33.2 million for the year ended December 31, 2025.

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therefore, there were no borrowings as of December 31, 2025 and 2024.

BGC Partners did not record any interest expense related to this secured loan arrangement for the year ended December 31, 2024.

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

BGC Partners did not record any interest expense related to this secured loan arrangement for the years ended December 31, 2025 and 2024.

BGC Partners recorded interest expense related to this secured loan arrangement of nil for the year ended December 31, 2023.

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

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therefore, there were no borrowings as of December 31, 2025 and 2024.

BGC Partners did not record any interest expense related to this secured loan arrangement for the year ended December 31, 2024.

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

BGC Partners did not record any interest expense related to this secured loan arrangement for the years ended December 31, 2025 and 2024.

BGC Partners recorded interest expense related to this secured loan arrangement of nil for the year ended December 31, 2023.

Weighted-average Interest Rate

For the years ended December 31, 2024 and 2023, the weighted-average interest rate of our total Notes payable and other borrowings, which include our Revolving Credit Agreement, Company Debt Securities, BGC Credit Agreement and collateralized borrowings, was 5.50% and 5.82%, respectively.

For the years ended December 31, 2025 and 2024, the weighted-average interest rate of our total Notes payable and other borrowings, which include our Revolving Credit Agreement, Company Debt Securities, and BGC Credit Agreement, was 6.57% and 5.50%, respectively.

See Note 17—“Notes Payable and Other Borrowings” to our Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10‑K for information regarding our collateralized borrowings.

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As of both December 31, 2025 and 2024, there were no borrowings outstanding under the agreement.

BGC Partners did not record any interest expense related to the agreement for the year ended December 31, 2024.

BGC Partners recorded interest expense related to the agreement of $0.2 million and $0.3 million for the years ended December 31, 2023 and 2022, respectively.

BGC Partners did not record any interest expense related to the agreement for the years ended December 31, 2025 and 2024.

BGC Partners recorded interest expense related to the agreement of $0.2 million for the year ended December 31, 2023.

On August 23, 2017, BGC Partners entered into a committed unsecured credit agreement with Itau Unibanco S.A.

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On May 22, 2023 the agreement was renegotiated, increasing the credit line to $12.7 million (BRL 70.0 million).

The maturity date of the agreement is renewable every 90 days.

The maturity date of the agreement is renewable every 90 days and the next maturity date is April 30, 2026.

This agreement bears a fee of 1.32% per year.

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The bank fees related to the agreement were $0.2 million, $0.2 million and $0.2 million for the years ended December 31, 2025, 2024 and 2023, respectively.

On January 25, 2021, BGC Partners entered into a committed unsecured loan agreement with Banco Daycoval S.A., which provided for short-term loans of up to $2.0 million (BRL 10.0 million) and was renegotiated on June 1, 2021.

The amended agreement provided for short-term loans of up to $4.0 million (BRL 20.0 million).

During September 2022, the borrowings under this agreement were repaid in full, and the loan was terminated on September 27, 2022.

See Note 17—“Notes Payable and Other Borrowings” to our Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10‑K for information regarding our short-term borrowings.

Market-Making Registration Statements

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

Market-making transactions pursuant to this resale registration statement were terminated on November 8, 2024 in connection with the filing of a replacement market-making resale registration statement.

On November 8, 2024, we filed a resale registration statement on Form S-3 pursuant to which CF&Co could make offers and sales of the BGC Group 4.375% Senior Notes, BGC Group 8.000% Senior Notes and BGC Group 6.600% Senior Notes in connection with ongoing market-making transactions which could occur from time to time.

Market-making transactions pursuant to this resale registration statement were terminated on November 10, 2025 in connection with the filing of a replacement market-making resale registration statement.

On November 10, 2025, we filed a resale registration statement on Form S-3 pursuant to which CF&Co may make offers and sales of the BGC Group 4.375% Senior Notes, BGC Group 8.000% Senior Notes, BGC Group 6.600% Senior Notes, and BGC Group 6.150% Senior Notes in connection with ongoing market-making transactions, which may occur from time to time.

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

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

DEBT REPURCHASE PROGRAM

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We consider our Liquidity, a non-GAAP financial measure, to be comprised of the sum of Cash and cash equivalents, Reverse Repurchase Agreements, and Financial instruments owned, at fair value, less Securities loaned and Repurchase Agreements.

We consider liquidity to be an important metric for determining the amount of cash that is available or that could be readily available to the Company on short notice.

We consider liquidity to be an important metric for determining the amount of cash that is available or that could be readily available to us on short notice.

The discussion below describes the key components of our Liquidity analysis.

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Total $ 979,116 $ 897,781

The $196.3 million increase in our Liquidity position from $701.4 million as of December 31, 2023 to $897.8 million as of December 31, 2024 was primarily related to a $140.4 million increase in Financial instruments owned, at fair value due to the Company purchasing treasury bills that mature on April 8, 2025.

Furthermore, Cash and cash equivalents increased by $55.9 million.

The Company received $171.7 million of contributions from the FMX Equity Partners, issued $500.0 million principal amount of BGC Group 6.600% Senior Notes and received $45.7 million of proceeds from the sale of Capitalab.

The cash increases were partially offset by the repayment of the combined $300.0 million aggregate principal amount of, plus accrued interest on, the BGC Group 3.750% Senior Notes and BGC Partners 3.750% Senior Notes, share repurchases of $262.2 million, cash used in the acquisition of Sage, net of cash acquired, of $64.2 million and the payment of dividends to stockholders of $34.1 million.

Liquidity increased by $81.3 million, from $897.8 million as of December 31, 2024 to $979.1 million as of December 31, 2025.

This increase was driven primarily by financing and investing activities, including the issuance of $700.0 million aggregate principal amount of BGC Group 6.150% Senior Notes, a $40.0 million increase in borrowings under the Revolving Credit Agreement, a $20.0 million increase in borrowings under the BGC Credit Agreement, and $77.9 million of proceeds from the sale of kACE.

These cash inflows were partially offset by repayments of an aggregate of $300.0 million of BGC Group 4.3750% Senior Notes and BGC Partners 4.375% Senior Notes, $278.6 million of cash payments related to the acquisition of OTC Global, net of cash acquired, and $21.0 million related to additional purchases of equity securities in existing investments carried under the measurement alternative.

Additional uses of cash during the period included share repurchases of $281.5 million, payments of $109.2 million for tax obligations related to equity awards (included in redemption and repurchase of equity awards in the Consolidated Statements of Cash Flows), dividends to stockholders of $39.0 million, and capitalized expenditures of $66.0 million.

The remaining movement in cash and cash equivalents was primarily attributable to net cash provided by operating activities of $394.4 million during the year ended December 31, 2025.

Net cash provided by operating activities was driven by $637.1 million of net income adjusted for non‑cash items, reflecting higher earnings from increased revenues, partially offset by net working capital cash outflows of $242.7 million.

Working capital cash outflows were primarily related to accrued commissions receivable, net, of $65.8 million, and loans, forgivable loans, and other receivables from employees and partners of $153.8 million, reflecting higher revenues, increased loan activity, and the timing of collections and issuances.

Financial instruments owned at fair value decreased from $186.2 million as of December 31, 2024 to $127.6 million as of December 31, 2025, primarily due to the sale of treasury bills during the year.

Discussion of the year ended December 31, 2024

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Total $ 897,781 $ 701,433

The $177.1 million increase in our Liquidity position from $524.3 million as of December 31, 2022 to $701.4 million as of December 31, 2023 was primarily related to the issuance of $350.0 million principal amount of BGC Partners 8.000% Senior Notes, $240.0 million of borrowings from the Revolving Credit Agreement, and cash flow from operations, partially offset by the repayment of the $450.0 million principal amount of, plus accrued interest on, the BGC Partners 5.375% Senior Notes, ordinary movements in working capital, the acquisitions of Trident, ContiCap, as well as Open Energy Group, tax payments, dividends and distributions, share repurchases, and our continued investments in Fenics Growth Platforms.

Furthermore, Cash and cash equivalents increased by $55.9 million.

We received $171.7 million of contributions from the FMX Equity Partners, issued $500.0 million principal amount of BGC Group 6.600% Senior Notes and received $45.7 million of proceeds from the sale of Capitalab.

CREDIT RATINGS

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Japan Credit Rating Agency, Ltd.

Kroll Bond Rating Agency BBB Stable

Kroll Bond Rating Agency BBB Positive

Credit ratings and associated outlooks are influenced by a number of factors, including, but not limited to:

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The Clearing Capital Agreement amendment also assigned BGC Partners’ rights and obligations thereunder to BGC Group.

During the years ended December 31, 2024, 2023 and 2022, the Company was charged $4.4 million, $2.2 million and $0.8 million, respectively, by Cantor for the cash or other collateral posted by Cantor on BGC’s behalf.

Cantor held cash or other property from the Company as collateral as of December 31, 2024 at a fair value of $124.6 million.

During the years ended December 31, 2025, 2024 and 2023, we were charged $4.0 million, $4.4 million and $2.2 million, respectively, by Cantor for the cash or other collateral posted by Cantor on BGC’s behalf.

Cantor held cash or other property from us as collateral as of December 31, 2025 at a fair value of $67.6 million.

REGULATORY REQUIREMENTS

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in Singapore, BGC Partners (Singapore) Limited, GFI Group Pte Ltd and Ginga Global Markets Pte Ltd;

in Korea, BGC Capital Markets & Foreign Exchange Broker (Korea) Limited and GFI Korea Money Brokerage Limited;

in South Korea, BGC Capital Markets & Foreign Exchange Broker (Korea) Limited and GFI Korea Money Brokerage Limited;

in Philippines, GFI Group (Philippines) Inc.;

and in Brazil, BGC Liquidez Distribuidora De Titulos E Valores Mobiliarios Ltda., all have net capital requirements imposed upon them by local regulators.

The majority of our foreign subsidiaries are subject to regulation by the relevant authorities in the countries in which they do business.

These subsidiaries may also be prohibited from repaying the borrowings of their parents or affiliates, paying cash dividends, making loans to their parent or affiliates or otherwise entering into transactions, in each case, which may result in a significant reduction in their regulatory capital position without prior notification or approval from their principal regulator.

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See “Regulation” included in Part I, Item 1 of this Annual Report on Form 10‑K for additional information related to our regulatory environment.

As of December 31, 2024, we have 374.3 million shares of BGC Class A common stock and 109.5 million shares of BGC Class B common stock outstanding.

Additional disclosures regarding our accounting for stock transactions and unit redemptions are provided in Note 7—“Stock Transactions and Unit Redemptions” to the Company’s consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K.

As of December 31, 2025, we had 363.2 million shares of BGC Class A common stock and 109.5 million shares of BGC Class B common stock outstanding.

Disclosures regarding our accounting for stock transactions are provided in Note 7—“Stock Transactions and Unit Redemptions” to our Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K.

The weighted-average share counts, including securities that were anti-dilutive for our earnings per share calculations, for the three months and year ended December 31, 2025 were as follows (in thousands):

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__________________________

1 Common stock consisted of shares of BGC Class A common stock, shares of BGC Class B common stock and contingent shares of our Class A common stock for which all necessary conditions have been satisfied except for the passage of time.

For the quarter ended December 31, 2024, the weighted-average number of shares of BGC Class A common stock was 364.9 million and Class B shares was 109.5 million.

For the year ended December 31, 2024, the weighted-average number of shares of BGC Class A common stock was 363.9 million and Class B shares was 109.5 million.

2 For the quarter ended December 31, 2024, 16.4 million potentially dilutive securities were not included in the computation of fully diluted EPS because their effect would have been anti-dilutive.

Anti-dilutive securities for the quarter ended December 31, 2024, included 16.0 million participating RSUs and 0.4 million participating restricted shares of BGC Class A common stock.

For the year ended December 31, 2024, 16.0 million potentially dilutive securities were not included in the computation of fully diluted EPS because their effect would have been anti-dilutive.

Anti-dilutive securities for the year ended December 31, 2024, included $15.6 million participating RSUs and $0.4 million participating restricted shares of BGC Class A common stock.

As of December 31, 2024, 59.6 million shares of contingent BGC Class A common stock, non-participating RSUs, and non-participating restricted shares of BGC Class A common stock were excluded from fully diluted EPS computations because the conditions for issuance had not been met by the end of the period.

1 Common stock consisted of shares of BGC Class A common stock and shares of BGC Class B common stock and contingent shares of our Class A common stock for which all necessary conditions have been satisfied except for the passage of time.

For the three months ended December 31, 2025, the weighted-average number of shares of BGC Class A common stock was 361.8 million and Class B shares was 109.5 million, and the weighted-average number of contingent shares of our Class A common stock for which all necessary conditions have been satisfied except for the passage of time was 0.4 million.

For the year ended December 31, 2025, the weighted-average number of shares of BGC Class A common stock was 366.8 million and Class B shares was 109.5 million, and the weighted-average number of contingent shares of our Class A common stock for which all necessary conditions have been satisfied except for the passage of time was 0.1 million.

2 For the three months ended December 31, 2025, 15.1 million of potentially dilutive securities were not included in the computation of fully diluted EPS because their effect would have been anti-dilutive.

Anti-dilutive securities for the three months ended December 31, 2025, included 15.0 million of participating RSUs and 0.1 million of participating restricted shares of BGC Class A common stock.

For the year ended December 31, 2025, 15.5 million of potentially dilutive securities were not included in the computation of fully diluted EPS because their effect would have been anti-dilutive.

Anti-dilutive securities for the year ended December 31, 2025, included 15.3 million of participating RSUs and 0.2 million of participating restricted shares of BGC Class A common stock.

Also as of December 31, 2025, 59.1 million shares of contingent BGC Class A common stock, non-participating RSUs, and non-participating restricted shares of BGC Class A common stock were excluded from fully diluted EPS computations because the conditions for issuance had not been met by the end of the period.

The contingent BGC Class A common stock is recorded as a liability and included in “Accounts payable, accrued and other liabilities” in our Consolidated Statements of Financial Condition as of December 31, 2025.

Registration Statements

Our effective March 2021 Form S-3 Registration Statement was originally filed on March 8, 2021, with respect to the issuance and sale of up to an aggregate of $300.0 million of shares of BGC Class A common stock from time to time on a delayed or continuous basis.

As of December 31, 2024 , 2024, the Company had not issued shares of BGC Class A common stock under the March 2021 Form S-3.

We also entered into the July 2023 Sales Agreement, under which, we agreed to pay CF&Co 2% of the gross proceeds from the sale of shares.

Our March 2021 Form S-3 Registration Statement was originally filed on March 8, 2021, with respect to the issuance and sale of up to an aggregate of $300.0 million of shares of BGC Class A common stock from time to time on a delayed or continuous basis pursuant to the CEO Program.

We also entered into the July 2023 Sales Agreement, under which, we agreed to pay CF&Co 2% of the gross proceeds from the sale of shares pursuant to the CEO Program.

CF&Co is a wholly owned subsidiary of Cantor and an affiliate of BGC.

For additional information on our CEO Program sales agreement, see Note 13—“Related Party Transactions” to the Consolidated Financial Statements of this Annual Report on Form 10-K.

We intend to use the net proceeds of any shares of BGC Class A common stock sold under our CEO Program for general corporate purposes, including for potential acquisitions, repurchases of shares of BGC Class A common stock from executive officers and other employees of ours or our subsidiaries and of Cantor and its affiliates.

Prior to the Corporate Conversion, we also used the net proceeds for redemption of LPUs and FPUs in BGC Holdings.

Certain of such executive officers and other employees of ours or our subsidiaries and of Cantor and its affiliates will be expected to use the proceeds from such sales to repay outstanding loans issued by, or credit enhanced by, Cantor or BGC.

The March 2021 Form S-3 Registration Statement and the July 2023 Sales Agreement related to the CEO Program both expired on August 2, 2025.

As of December 31, 2025, we had not issued shares of BGC Class A common stock under the March 2021 Form S-3 Registration Statement.

Our effective 2019 Form S-4 Registration Statement was originally filed on September 13, 2019, 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, 2024, the Company had issued an aggregate of 3.4 million shares of BGC Class A common stock under the 2019 Form S-4 Registration Statement.

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

Our effective DRIP Registration Statement was originally filed on June 24, 2011, with respect to the offer and sale of up to 10 million shares of BGC Class A common stock under the DRIP.

As of December 31, 2024, the Company had issued 0.8 million shares of BGC Class A common stock under the DRIP.

As of December 31, 2025, we had issued 0.9 million shares of BGC Class A common stock under the DRIP.

Our effective Registration Statement on Form S-8 was originally filed on July 3, 2023 with respect to the offer and sale of up to 600 million shares of BGC Class A common stock under the BGC Group Equity Plan.

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CONTINGENT PAYMENTS RELATED TO ACQUISITIONS

Since 2016, the Company has completed acquisitions whose purchase price included an aggregate of approximately 4.9 million shares of the BGC Class A common stock (with an acquisition date fair value of approximately $22.5 million), 0.1 million LPUs (with an acquisition date fair value of approximately $0.2 million), 0.2 million RSUs (with an acquisition date fair value of approximately $1.2 million) and $68.0 million in cash that may be issued contingent on certain targets being met through 2029.

As of December 31, 2024, the Company has issued 2.0 million shares of BGC Class A common stock, 0.2 million of RSUs and paid $54.4 million in cash related to such contingent payments.

As of December 31, 2024, there are 0.4 million shares of BGC Class A common stock, including contingent shares for which all necessary conditions have been satisfied except for the passage of time and which are included in our computation of basic EPS, as well as 2.2 million shares of BGC Class A common stock which will be issued if related targets are met and $7.1 million in cash which will be issued if related targets are met, net of forfeitures and other adjustments.

Since 2016, we have completed acquisitions whose purchase price included an aggregate of approximately 4.9 million shares of BGC Class A common stock (with an acquisition date fair value of approximately $22.5 million), 0.1 million LPUs (with an acquisition date fair value of approximately $0.2 million), 0.2 million RSUs (with an acquisition date fair value of approximately $1.2 million) and $46.4 million in cash that may be issued contingent on certain targets being met through 2029.

As of December 31, 2025, we have issued 2.4 million shares of BGC Class A common stock, 0.2 million of RSUs and paid $56.4 million in cash related to such contingent payments.

As of December 31, 2025, there are 2.1 million shares of BGC Class A common stock, including 0.4 million contingent shares for which all necessary conditions have been satisfied except for the passage of time and which are included in our computation of basic EPS, as well as 1.8 million shares of BGC Class A common stock which will be issued if related targets are met and $7.0 million in cash which will be issued if related targets are met, net of forfeitures and other adjustments.

LEGAL PROCEEDINGS

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The plaintiffs seek a determination that the case may be maintained as a class action, an injunction prohibiting the allegedly anticompetitive conduct, and monetary damages of at least $5.0 million.

On April 28, 2023, defendants filed a motion to dismiss the complaint.

On April 28, 2023, the defendants filed a motion to dismiss the complaint.

In response, the plaintiffs filed an amended complaint.

On July 14, 2023, defendants filed a motion to dismiss the amended complaint.

On July 14, 2023, the defendants filed a motion to dismiss the amended complaint.

The plaintiffs then filed a second amended complaint in March 2024.

On December 2, 2024, the Court granted defendants’ motion to dismiss the second amended complaint in its entirety.

On December 16, 2024, plaintiffs filed a notice of appeal to the Third Circuit Court of Appeals.

The Company believes the lawsuit has no merit.

However, as with any litigation, the outcome cannot be determined with certainty.

On December 2, 2024, the Court granted the defendants’ motion to dismiss the second amended complaint in its entirety.

On December 16, 2024, the plaintiffs filed a notice of appeal to the Third Circuit Court of Appeals, followed by full briefing by the parties.

The Third Circuit Court of Appeals heard argument on September 17, 2025.

On December 15, 2025, the Third Circuit affirmed the District Court’s judgment dismissing the case.

Other legal proceedings

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.

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 complaint on April 22, 2024.

The motion was argued at a hearing on January 9, 2025, after which the Court took the matter under advisement.

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.

CERTAIN RELATED PARTY TRANSACTIONS

Transactions with Executive Officers and Directors

On February 5, 2025, the Company accelerated the vesting of 1,304,864 of Howard Lutnick’s RSUs granted under the BGC Group Equity Plan, which each represented a contingent right to receive one share of Class A Common Stock, delivered less 721,590 shares withheld by the Company for taxes at $9.38 per share, in the amount of 583,274 net shares.

The acceleration of the vesting of the RSUs and the withholding of shares for taxes was approved by the Compensation Committee of the Company.

On October 7, 2024, the Compensation Committee approved the redemption of 327,127 non-exchangeable Newmark Holdings LPUs and 30,285 non-exchangeable Newmark Holdings PLPUs with a determination amount of $278,258, held by Mr.

In connection with this redemption, Mr.

Windeatt received 271,362 shares of Newmark Class A common stock (239,428 Newmark Holdings LPUs multiplied by the then-current Exchange Ratio) and a cash payment of $251,128 (27,332 Newmark Holdings PLPUs).

The remaining 31,700 of Newmark Holdings LPUs and 2,953 Newmark Holdings PLPUs with a determination amount of $27,130, were redeemed for zero in connection with Mr.

Windeatt’s LLP status.

On August 8, 2024, Mr.

Richards, a member of our Board, sold 13,063 shares of Class A common stock to the Company.

The sale price per share of $9.11 was the closing price of a share of Class A common stock on August 8, 2024.

The transaction was approved by the Audit Committee of the Board and was made pursuant to the Company’s stock buyback authorization.

On January 2, 2024, Mr.

Merkel sold 136,891 shares of Class A common stock to the Company.

The sale price per share of $6.98 was the closing price of a share of Class A common stock on January 2, 2024.

The transaction was approved by the Audit and Compensation Committees of the Board and was made pursuant to the Company’s stock buyback authorization.

On September 21, 2023, Mr.

Windeatt sold 474,808 shares of Class A common stock to the Company.

The sale price per share of $5.29 was the closing price of a share of Class A common stock on September 21, 2023.

The transaction was approved by the Audit Committee and the Compensation Committee of the Board and was made pursuant to the Company’s stock buyback authorization.

On June 8, 2023, the Company repurchased all of Mr.

Windeatt’s 128,279 exchangeable BGC Holdings LPUs at a price of $4.79 per unit, which was the closing price of a share of Class A common stock on June 8, 2023.

The Compensation Committee granted Mr.

Windeatt 128,279 non-exchangeable BGC Holdings LPUs on April 1, 2021.

Pursuant to the exchange rights schedule of the grant, on April 1, 2023, the 128,279 non-exchangeable BGC Holdings LPUs became immediately exchangeable.

In connection with the Corporate Conversion, on June 2, 2023 Mr.

Merkel sold 150,000 shares of Class A common stock to BGC Partners at $4.21 per share, the closing price of a share of Class A common stock on June 2, 2023.

The transaction was approved by the Audit and Compensation Committees of the Board of BGC Partners and was made pursuant to BGC Partners’ stock buyback authorization.

In connection with the Corporate Conversion, on May 18, 2023, the BGC Partners Compensation Committee approved the redemption of all of the non-exchangeable BGC Holdings units held by Mr.

Merkel at that time.

On May 18, 2023, Mr.

Merkel’s 148,146 NPSU-CVs, 33,585 PSU-CVs, and 74,896 PSUs were redeemed for zero and an aggregate of 256,627 shares of Class A common stock were granted to Mr.

Merkel, and 148,146 NPPSU-CVs with a total determination amount of $681,250 and 33,585 PPSU-CVs with a total determination amount of $162,500 were redeemed for an aggregate cash payment of $843,750.

After deduction of shares of BGC Class A common stock to satisfy applicable tax withholding through the surrender of shares of BGC Class A common stock valued at $4.61 per share, Mr.

Merkel received 196,525 net shares of Class A common stock.

Lutnick had previously repeatedly waived his rights under the Standing Policy, as of May 18, 2023 his rights had accumulated for 7,879,736 non-exchangeable PSUs, and 103,763 non-exchangeable PPSUs with a determination amount of $474,195.

Due to the May 18, 2023 monetization of all of Mr.

Merkel’s then-remaining non-exchangeable BGC Holdings units, on such date Mr.

Lutnick received additional incremental monetization rights for his then-remaining 3,452,991 non-exchangeable PSUs, and 1,348,042 non-exchangeable PPSUs with a determination amount of $6,175,805.

In connection with the Corporate Conversion and as a result of the monetization event for Mr.

Merkel, on May 18, 2023 Mr.

Lutnick elected to exercise in full his monetization rights under the Standing Policy, which he had previously waived in prior years.

All of the non-exchangeable BGC Holdings units that Mr.

Lutnick held at that time were monetized as follows:

11,332,727 PSUs were redeemed for zero and 11,332,727 shares of Class A common stock were granted to Mr.

Lutnick, and 1,451,805 PPSUs with an aggregate determination amount of $6,650,000 were redeemed for an aggregate cash payment of $6,650,000.

After deduction of applicable tax withholding through the surrender of shares of BGC Class A common stock valued at $4.61 per share, Mr.

Lutnick received 5,710,534 net shares of Class A common stock.

On May 18, 2023, Mr.

Lutnick also exchanged his then-remaining 520,380 exchangeable PSUs for 520,380 shares of Class A common stock.

After deduction of applicable tax withholding through the surrender of shares of BGC Class A common stock valued at $4.61 per share, Mr.

Lutnick received 232,610 net shares of Class A common stock.

In addition, on May 18, 2023, Mr.

Lutnick’s then-remaining 1,474,930 non-exchangeable HDUs were redeemed for a cash capital account payment of $9,148,000, $2.1 million of which was paid by BGC with the remainder paid by Newmark.

As a result of the various transactions on May 18, 2023 described above, on May 18, 2023, Mr.

Lutnick no longer held any limited partnership units of BGC Holdings.

On April 18, 2023, Dr.

Bell, a member of our Board, sold 21,786 shares of Class A common stock to the Company.

The sale price per share of $4.59 was the closing price of a share of Class A common stock on April 18, 2023.

The transaction was approved by the Audit Committee and the Compensation Committee of the Board and was made pursuant to the Company’s stock buyback authorization.

On March 14, 2022, the Compensation Committee approved the grant of exchange rights to Mr.

Windeatt with respect to 135,514 non-exchangeable BGC Holdings LPU-NEWs and 27,826 non-exchangeable PLPU-NEWs (at the average determination price of $4.84 per unit).

On August 11, 2022, the Company repurchased 135,514 exchangeable BGC Holdings LPU-NEWs held by Mr.

Windeatt at the price of $4.08 per unit, which was the closing price of the BGC Class A common stock on August 11, 2022, and redeemed 27,826 exchangeable PLPU-NEWs held by Mr.

Windeatt for $134,678, less applicable taxes and withholdings.

John Abularrage Agreements

Abularrage Employment Agreement

On February 18, 2025, BGC Financial, L.P.

(“BGC Financial”), a subsidiary of the Company, entered into an amended and restated employment agreement with John Abularrage, effective as of February 18, 2025 (the “Abularrage Employment Agreement”).

Pursuant to the terms of the Abularrage Employment Agreement, Mr.

Abularrage will receive a base salary of $750,000 (“Base Salary”) per year and an annual bonus of $2,500,000 (with the Base Salary, the “Guaranteed Total Compensation”) provided that Mr.

Abularrage remains in Good Standing (as defined in the Abularrage Employment Agreement) as described therein.

Pursuant to the terms of the Abularrage Employment Agreement, up to twenty-five percent (25%) of Mr.

Abularrage’s annual Guaranteed Total Compensation may be awarded in the form of an equity award of restricted stock units (“RSUs”) containing ratable 5-year vesting periods, as determined annually by the Compensation Committee of the Company.

The Abularrage Employment Agreement provides for a term through at least December 31, 2034 (the “Abularrage Employment Term”) except the Company may terminate the Abularrage Employment Term by written notice (i) in the case of disability, 150 days in any period of 285 consecutive days, or (ii) for Cause (as defined therein).

Abularrage shall remain an employee of the Company following the termination of the Abularrage Employment Term except in the case that either party provides at least (i) thirty-six (36) months’ written notice (the “Termination Notice”) to voluntarily terminate his employment following the Abularrage Employment Term.

If the Abularrage Employment Term is terminated via the Termination Notice, any of Mr.

Abularrage’s RSUs granted under the Abularrage Employment Agreement shall continue to vest for a period of one (1) year following the termination of the Abularrage Employment Term, or two (2) years following the termination of the Abularrage Employment Term if Mr.

Abularrage was paid $3,250,000 in excess of his Guaranteed Total Compensation, including any signing bonus previously distributed pursuant to Mr.

Abularrage’s prior employment agreement, during the Abularrage Employment Term, provided that in each case Mr.

Abularrage has not materially breached any of the provisions of the Abularrage Employment Agreement during the Abularrage Employment Term and complies with the non-competition and non-solicitation provisions as described below.

The Abularrage Employment Agreement provides for customary confidentiality provisions.

Pursuant to the Abularrage Employment Agreement, Mr.

Abularrage is subject to (i) a non-competition provision during the Term and for a period of one (1) year following the termination of the Abularrage Employment Term and relating to any business activity that is in competition with, or otherwise related to or arises from, the then current or contemplated business of BGC or any affiliate, or two (2) years in the case that Mr.

Abularrage was paid $3,250,000 in excess of his Guaranteed Total Compensation, including any signing bonus previously distributed pursuant to Mr.

Abularrage’s prior employment agreement, during the Abularrage Employment Term (the “Restrictive Period”), (ii) a non-solicitation provision relating to the Company’s clients (as described therein) for a period of one (1) year following the termination of the Abularrage Employment Term, or two (2) years in the case that Mr.

Abularrage was paid $3,250,000 in excess of his Guaranteed Total Compensation, including any signing bonus previously distributed pursuant to Mr.

Abularrage’s prior employment agreement, during the Abularrage Employment Term, and (iii) a non-solicitation provision relating to the Company’s employees for a period of three (3) years following the termination of the Abularrage Employment Term During the Restrictive Period.

Abularrage shall be paid monthly an amount equal to one-twelfth (1/12th) of his annualized salary at the time of the termination of the Abularrage Employment Term, provided that Mr.

Abularrage is in compliance with all restrictive covenants related to the Restrictive Period as described in the Abularrage Employment Agreement.

Abularrage Bonus Pool Letter

On February 18, 2025, BGC Financial entered into an amended and restated bonus pool letter with John Abularrage, effective as of February 18, 2025 (the “Abularrage Bonus Letter”).

Under the terms of the Abularrage Bonus Letter, Mr.

Abularrage is eligible for a seventy-five percent (75%) allocation (“Pool Allocation”) of an incentive bonus pool (the “Bonus Pool”) relating to the Profit Before Tax (“PBT”) of the Core Business, Americas Acquisitions, and Portfolio Match businesses of the Company, each as described therein, during the Abularrage Employment Term.

The Compensation Committee of the Company shall determine the Bonus Pool annually and make all final determinations on a calendar year basis.

Pursuant to the terms of the Abularrage Bonus Letter, up to twenty-five percent (25%) of Mr.

Abularrage’s bonus compensation under the Abularrage Bonus Letter may be awarded in the form of an equity award of RSUs containing ratable 5-year vesting periods, as determined annually by the Compensation Committee of the Company.

With respect to each calendar year of the Abularrage Employment, the Bonus Pool shall be calculated as:

(1) the applicable Bonus Pool Payout Rate (as defined in the Abularrage Bonus Letter) multiplied by the Bonus PBT (as defined in the Abularrage Bonus Letter) plus (2) five percent (5%) of the incremental Portfolio Match PBT (as defined in the Abularrage Bonus Letter), if any, above fifteen million dollars ($15,000,000) (“Bonus PM PBT”), provided that Mr.

Abularrage shall only be eligible for Pool Allocation based on a Bonus PM PBT to the extent he has not met his Total Contractual Compensation (as defined in the Abularrage Bonus Letter) cap of $15,000,000 with respect to the same calendar year.

If the Bonus PBT is a negative number (the “Bonus PBT Deficit”), then that Bonus PBT Deficit shall be carried forward year to year and offset on a dollar-for-dollar basis as part of the calculation of the Bonus Pool in each subsequent calculation period until such Bonus PBT Deficit has been fully offset.

Additionally, Mr.

Abularrage will be eligible to receive discretionary incentive bonus awards under the BGC Group, Inc.

Incentive Bonus Compensation Plan and BGC Group, Inc.

Long Term Incentive Plan.

To be eligible to receive bonuses under the Abularrage Bonus Letter, Mr.

Abularrage must remain in Good Standing (as defined therein) as of the applicable award or grant date of any bonus awards.

JP Aubin Agreements

Aubin Employment Agreement

On February 18, 2025, BGC Brokers LP (“BGC Brokers”), a subsidiary of the Company, entered into an amended and restated employment agreement with JP Aubin, effective as of February 18, 2025 (the “Aubin Employment Agreement”).

Pursuant to the terms of the Aubin Employment Agreement, Mr.

Aubin will receive a base salary of €705,000 per year (approximately $739,439 per year as of February 18, 2025) and additional benefits as described therein, including an annual housing allowance and company car.

Additionally, Mr.

Aubin will be eligible to receive discretionary incentive bonus awards under the BGC Group, Inc.

Incentive Bonus Compensation Plan and BGC Group, Inc.

Long Term Incentive Plan.

The Aubin Employment Agreement provides for a term through at least December 31, 2029 (the “Aubin Employment Term”), except in the case that either party provides at least (i) two (2) years’ notice to voluntarily terminate the Aubin Employment Term, (ii) three (3) months’ notice to terminate the Aubin Employment Term in the case of injury or sickness for six (6) consecutive months in any period of twelve (12) months, or (iii) for cause.

The Aubin Employment Agreement provides for customary confidentiality provisions.

Pursuant to the Aubin Employment Agreement, Mr.

Aubin is subject to (i) a non-competition provision during the Aubin Employment Term and for a period of two (2) years following the termination of the Aubin Employment Term and relating to Restricted Business (as defined therein) and (ii) a non-solicitation provision relating to the Company’s clients (as described therein) for a period of twelve (12) months and employees for a period of thirty-six (36) months following the termination of the Aubin Employment Term.

Aubin Consultancy Agreement

On February 18, 2025, BGC Services (Holdings) LLP (the “U.K.

Partnership”) entered into a consultancy contract with JP Aubin, effective as of February 18, 2025 (the “Aubin Consultancy Agreement”).

Pursuant to the terms of the Aubin Consultancy Agreement, Mr.

Aubin will receive a consultancy fee of €100,000 per year (approximately $104,885 per year as of February 17, 2025).

The Aubin Consultancy Agreement provides for a term commencing on the earlier of the termination date of the Aubin Employment Agreement and the Aubin Employment Term, and provides for a term of up to three (3) years following the commencement date, unless otherwise terminated by Mr.

Aubin at an earlier date (the “Consultancy Term”).

The Aubin Consultancy Agreement provides for customary confidentiality provisions.

Pursuant to the Aubin Consultancy Agreement, Mr.

Aubin is subject to (i) a non-competition provision during the Consultancy Term and for a period of twelve (12) months following the termination of the Consultancy Term and relating to Restricted Business (as defined therein) and (ii) a non-solicitation provision relating to the Company’s clients and employees (as described therein) for a period of twelve (12) months following the termination of the Consultancy Term.

Sean Windeatt Amended Deed of Adherence

On February 18, 2025, Sean Windeatt and the U.K.

Partnership executed a Deed of Amendment (the “2025 Deed of Amendment”), which amends the Deed of Adherence, dated January 22, 2014, between Mr.

Windeatt and the U.K.

Partnership and the Deeds of Amendment, dated February 24, 2017, November 5, 2020 and July 12, 2023, between Mr.

Windeatt and the U.K.

Partnership (as amended, the “Deed”).

Pursuant to the 2025 Deed of Amendment, Mr.

Windeatt’s membership in the U.K.

Partnership was extended to a minimum initial period of up to and including June 30, 2034 (the “Initial Period”).

In addition, under the 2025 Deed of Amendment, commencing July 1, 2032, either party may terminate the Deed by giving written notice to the other party at least 24 months prior to the expiration of the Initial Period.

Windeatt’s membership, unless terminated earlier in accordance with the terms of the Deed, will continue following June 30, 2034 on the same terms and conditions set forth in the Deed until written notice to terminate is provided and the 24-month notice period expires.

Pursuant to the 2025 Deed of Amendment, Mr.

Windeatt is also entitled to an increase in drawings from an aggregate amount of £700,000 per year (£58,333 per month) (approximately $881,615 per year or $73,467 per month as of February 18, 2025) to an aggregate amount of £750,000 per year (£62,500 per month) (approximately $944,587 per year or $78,716 per month as of February 18, 2025) effective January 1, 2025, which shall be reviewed by the Compensation Committee of the Company annually.

Additionally, in connection with the execution of the 2025 Deed of Amendment, Mr.

Windeatt will be awarded a one-time allocation of profit in the sum of $460,000 (less applicable income tax deductions and insurance contributions).

The 2025 Deed of Amendment extends Mr.

Windeatt’s employee non-solicitation provision duration to thirty-six (36) months.

All other terms and conditions of Mr.

Windeatt’s membership in the U.K.

Partnership are unaffected by the 2025 Deed of Amendment.

Windeatt 2023 Deed of Amendment

On July 12, 2023, Mr.

Windeatt executed the 2023 Deed of Amendment with the U.K.

Partnership which amends his prior executed Deed of Adherence with the U.K.

Partnership regarding the terms of his employment.

Under the 2023 Deed of Amendment, the initial period of Mr.

Windeatt’s membership in the U.K.

Partnership was extended from September 30, 2025 to December 31, 2028.

In addition, under the 2023 Deed of Amendment, commencing January 1, 2027, either party may terminate the Deed by giving written notice to the other party at least 24 months prior to the expiration of the initial period.

Windeatt’s membership, unless terminated earlier in accordance with the terms of the Deed, will continue following December 31, 2028 on the same terms and conditions set forth in the Deed until written notice to terminate is provided and the 24 month notice period expires.

Pursuant to the 2023 Deed of Amendment, Mr.

Windeatt is also entitled to an increase in drawings from an aggregate amount of £600,000 per year to an aggregate amount of £700,000 per year effective January 1, 2023, which shall be reviewed by the Compensation Committee annually.

Windeatt is also eligible for additional allocations of the U.K.

Partnership’s profits, subject to the approval of the Compensation Committee.

In connection and in consideration for Mr.

Windeatt’s execution of the 2023 Deed of Amendment, on July 10, 2023 the Company approved accelerating the vesting of 720,509 of the Company’s RSUs held by Mr.

Windeatt (calculated based upon the closing price of the Company’s Class A common stock on July 10, 2023 which was $4.45) and the vesting of $780,333 of the RSU Tax Account held by Mr.

Such RSUs and RSU Tax Account amount vested on July 12, 2023, and the total value of this transaction was approximately $3,986,600.

Other Related Party Transactions

Cantor Referral Fee

On October 30, 2024, the Audit Committee approved the receipt of a referral fee of $1.5 million paid to the Company by an affiliate of Cantor in connection with the introduction by certain of the Company’s brokers of a Cantor client to a Cantor affiliate.

Additionally, the Audit Committee approved attributing the entire referral fee to the individual brokers in the form of an award of the Company’s RSUs.

MARKET SUMMARY

The following table provides certain volume and transaction count information for the quarterly periods indicated:

2024 September 30,

2024 June 30,

2024 March 31,

2024 December 31,

Notional Volume (in billions)

Total Fully Electronic volume 1

$ 15,537 $ 16,474 $ 14,494 $ 15,926 $ 14,157

Total Hybrid volume 67,355 69,426 70,400 65,806 78,272

Total Fully Electronic and Hybrid volume $ 82,892 $ 85,900 $ 84,894 $ 81,732 $ 92,429

Transaction Count (in thousands, except for days)

Total Fully Electronic transactions 1

5,750 4,955 4,381 4,639 4,316

Total Hybrid transactions 1,542 1,518 1,573 1,620 1,473

Total Fully Electronic and Hybrid transactions 7,292 6,473 5,954 6,259 5,789

Trading days 62 63 63 63 63

____________________________

Includes Fenics Integrated.

Certain information may have been recast with current estimates to reflect changes in reporting methodology.

Such revisions have no impact on the Company’s revenues or earnings.

Fully Electronic volume, including new products, was $62.4 trillion for the year ended December 31, 2024, compared to $55.5 trillion for the year ended December 31, 2023.

Our Hybrid volume for the year ended December 31, 2024 was $273.0 trillion, compared to $293.8 trillion for the year ended December 31, 2023.

See Note 13—“Related Party Transactions” and Note 27—“Subsequent Events” to our Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10‑K for information regarding certain related party transactions.

CONTRACTUAL OBLIGATIONS AND COMMITMENTS

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1 Year 1-3 Years 3-5 Years More Than

Debt and collateralized borrowings 1

Notes payable and other borrowings 1

$ 1,789,500 $ 240,000 $ — $ 1,549,500 $ —

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2,021 1,394 627 — —

Interest on debt and collateralized borrowings 3

Interest on Notes payable and other borrowings 3

365,754 105,293 191,743 68,718 —

Short-term borrowings from related parties 4

20,000 20,000 — — —

Interest on Short-term borrowings 5

206 206 — — —

One-time transition tax 6

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_________________________________

1 Debt and collateralized borrowings reflects $200.0 million of borrowings by the Company, which includes deferred financing costs of $4.2 million, outstanding under the Revolving Credit Agreement as of December 31, 2024;

$288.2 million of BGC Group 4.375% Senior Notes (the $288.2 million represents the principal amount of the debt;

the carrying value of the BGC Group 4.375% Senior Notes as of December 31, 2024 was approximately $287.5 million);

1 Notes payable and other borrowings reflects $240.0 million of borrowings by the Company, which includes deferred financing costs of $2.4 million, outstanding under the Revolving Credit Agreement as of December 31, 2025;

$347.2 million of BGC Group 8.000% Senior Notes (the $347.2 million represents the principal amount of the debt;

the carrying value of the BGC Group 8.000% Senior Notes as of December 31, 2025 was approximately $345.4 million), $500.0 million of BGC Group 6.600% Senior Notes (the $500.0 million represents the principal amount of the debt;

the carrying value of the BGC Group 6.600% Senior Notes as of December 31, 2025 was approximately $496.5 million), and $700.0 million of BGC Group 6.150% Senior Notes (the $700.0 million represents the principal amount of the debt;

the carrying value of the BGC Group 6.150% Senior Notes as of December 31, 2025 was approximately $693.8 million).

Debt and collateralized borrowings reflects $11.8 million of BGC Partners 4.375% Senior Notes (the $11.8 million represents the principal amount of the debt;

the carrying value of the BGC Partners 4.375% Senior Notes as of December 31, 2024 was approximately $11.8 million) and $2.3 million of BGC Partners 8.000% Senior Notes (the $2.3 million represents the principal amount of the debt;

the carrying value of the BGC Partners 8.000% Senior Notes as of December 31, 2024 was approximately $2.3 million).

Notes payable and other borrowings also reflects $2.3 million of BGC Partners 8.000% Senior Notes (the $2.3 million represents both the principal amount and carrying value of the BGC Partners 8.000% Senior Notes as of December 31, 2025).

See Note 17—“Notes Payable and Other Borrowings” for more information regarding these obligations, including timing of payments and compliance with debt covenants.

2 Operating leases and finance leases are related to rental payments under various non-cancelable leases, principally for office space, data centers and office equipment are presented net of sublease payments to be received.

As of December 31, 2024, there were no sublease payments to be received over the life of the agreements.

3 Interest on debt and collateralized borrowings reflects a total of $3.2 million of interest expense associated with the Company's borrowings under the Revolving Credit Agreement;

$11.9 million of interest expense associated with the BGC Group 4.375% Senior Notes, $0.5 million of interest expense associated with the BGC Partners 4.375% Senior Notes, $94.5 million of interest expense associated with the BGC Group 8.000% Senior Notes, $0.6 million of interest expense associated with the BGC Partners 8.000% Senior Notes, and $146.7 million of interest expense associated with the BGC Group 6.600% Senior Notes.

Interest on debt and collateralized borrowings also includes interest on the undrawn portion of the committed unsecured senior Revolving Credit Agreement which was calculated through the maturity date of the facility, which is April 26, 2027.

2 Operating leases and finance leases are related to rental payments under various non-cancelable leases, principally for office space, data centers and office equipment, and are presented net of sublease payments to be received.

The Company subleases certain real estate to its affiliates and to third parties.

The value of these commitments is not material to the Company’s Consolidated Financial Statements.

3 Interest on notes payable and other borrowings reflects a total of $1.7 million of interest expense associated with the Company’s borrowings under the Revolving Credit Agreement;

$66.7 million of interest expense associated with the BGC Group 8.000% Senior Notes, $0.4 million of interest expense associated with the BGC Partners 8.000% Senior Notes, $113.7 million of interest expense associated with the BGC Group 6.600% Senior Notes, and $183.2 million of interest expense associated with the BGC Group 6.150% Senior Notes.

Interest on notes payable and other borrowings also includes interest on the undrawn portion of the committed unsecured senior Revolving Credit Agreement which was calculated through the maturity date of the facility, which is April 26, 2027.

As of December 31, 2025, the undrawn portion of the committed unsecured Revolving Credit Agreement was $460.0 million.

4 Short-term borrowings from related parties reflects $20.0 million the Company borrowed from Cantor under the BGC Credit Agreement on November 12, 2025.

5 The average interest rate on the outstanding short-term borrowings from related parties for the year ended December 31, 2025 was 5.45%.

6 The Company completed the calculation of the one-time transition tax on the deemed repatriation of foreign subsidiaries’ earnings pursuant to the Tax Act and previously recorded a net cumulative tax expense of $28.6 million, net of foreign tax credits.

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Compensation expense related to these LPUs was recognized over the stated service period, and these units generally vest between two and five years.

During the years ended December 31, 2023 and 2022, we incurred equity-based compensation expense related to these LPUs of $40.9 million and $73.7 million, respectively.

During the year ended December 31, 2023, we incurred equity-based compensation expense related to these LPUs of $40.9 million.

This expense is included in “Equity-based compensation and allocations of net income to limited partnership units and FPUs” in our Consolidated Statements of Operations.

Employee Loans:

We have entered into various agreements with certain employees, and prior to the Corporate Conversion, partners whereby these individuals receive loans which may be either wholly or in part repaid from the distributions that the individuals receive on some or all of their LPUs in BGC Holdings and Newmark Holdings, prior to the Corporate Conversion, and by distributions that the individuals receive on some or all of their LPUs in Newmark Holdings and any dividends paid on participating RSUs and restricted stock awards, subsequent to the Corporate Conversion.

We have entered into various agreements with certain BGC employees and, prior to the Corporate Conversion, partners whereby these individuals receive loans which may be either wholly or in part repaid from the distributions that the individuals receive on some or all of their LPUs in BGC Holdings and Newmark Holdings, prior to the Corporate Conversion, and by distributions that the individuals receive on some or all of their LPUs in Newmark Holdings and any dividends paid on participating RSUs and restricted stock awards, subsequent to the Corporate Conversion.

Certain of these loans also may be either wholly or in part repaid from the proceeds of the sale of the BGC employees’ shares of BGC Class A common stock.

6 unchanged sentences

Actual collectability of loan balances may differ from our estimates.

As of December 31, 2024 and 2023, the aggregate balance of employee loans, net of reserve, was $360.1 million and $367.8 million, respectively, and is included as “Loans, forgivable loans and other receivables from employees and partners, net” in our Consolidated Statements of Financial Condition.

Compensation expense (benefit) for the above-mentioned employee loans for the years ended December 31, 2024, 2023 and 2022 was $59.4 million, $51.3 million and $49.5 million, respectively.

The compensation expense related to these loans was included as part of “Compensation and employee benefits” in our Consolidated Statements of Operations.

As of December 31, 2025 and 2024, the aggregate balance of employee loans, net, was $436.1 million and $360.1 million, respectively, and is included as “Loans, forgivable loans and other receivables from employees and partners, net” in our Consolidated Statements of Financial Condition.

Compensation expense for the above-mentioned employee loans for the years ended December 31, 2025, 2024 and 2023 was $140.3 million, $59.4 million and $51.3 million, respectively.

The compensation expense related to these loans is included as part of “Compensation and employee benefits” in our Consolidated Statements of Operations.

Goodwill is the excess of the purchase price over the fair value of identifiable net assets acquired in a business combination.

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In accordance with the U.S.

GAAP guidance, Financial Instruments—Credit Losses , the CECL methodology’s impact on expected credit losses, among other things, reflects the Company’s view of the current state of the economy, forecasted macroeconomic conditions and BGC’s portfolios.

GAAP guidance, Financial Instruments—Credit Losses , the CECL methodology’s impact on expected credit losses, among other things, reflects our view of the current state of the economy, forecasted macroeconomic conditions and BGC’s portfolios.

The amount of the allowance is based on significant estimates and the ultimate losses may vary from such estimates as more information becomes available or conditions change.

19 unchanged sentences

The Tax Act includes the global intangible low-taxed income, GILTI, provision.

This provision requires inclusion in the Company’s U.S.

This provision requires inclusion in our U.S.

income tax return the earnings of certain foreign subsidiaries.

The Company has elected to treat taxes associated with the GILTI provision using the Period Cost Method and thus has not recorded deferred taxes for basis differences under this regime.

We have elected to treat taxes associated with the GILTI provision using the Period Cost Method and thus have not recorded deferred taxes for basis differences under this regime.

Additional disclosures regarding our accounting for income taxes are provided in Note 20—“Income Taxes” to our Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K.

There have been no significant changes to critical accounting policies and estimates during fiscal year 2025 other than updates to the revenue recognition policy resulting from the acquisition of OTC Global.

See Note 3—“Summary of Significant Accounting Policies” to our Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10‑K for additional information regarding these critical accounting policies and other significant accounting policies.

There have been no other significant changes to the Company’s critical accounting policies and estimates during fiscal year 2024.

RECENT ACCOUNTING PRONOUNCEMENTS

1 unchanged sentence

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

What changed 10-K

Item 7. Management’s Discussion and Analysis