What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2026-03-02 compared with 2025-03-03 · 617 added, 430 removed, 2109 unchanged (33% of the section changed)

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The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Accounting for Income Taxes

Description of the Matter As discussed in Notes 3 and 20 to the consolidated financial statements, the Company is subject to income taxes in the U.S.

and numerous foreign jurisdictions, which affect the Company’s provision for income taxes.

The provision for income taxes is an estimate based on management’s understanding of current enacted tax laws and tax rates of each tax jurisdiction.

For the year-ended December 31, 2024, the Company recognized a consolidated provision for income taxes of $49.9 million.

Auditing management’s calculation of the provision for income taxes was complex because the Company’s global structure required an assessment of the Company’s application of tax laws in multiple jurisdictions including the income tax impact of the legal entity ownership structure.

The assessment of tax positions involves the evaluation and application of complex statutes and regulations which are subject to legal and factual interpretation.

Our audit procedures required significant audit effort including the use of our tax professionals to assist in evaluating the provision for income taxes.

Accounting for Acquisitions – Valuation of Customer Relationships Intangible Asset

Description of the Matter As discussed in Note 4 to the consolidated financial statements, the Company completed the acquisition of OTC Global Holdings, LP for consideration transferred of $309 million during the year ended December 31, 2025.

The transaction was accounted for as a business combination and the Company preliminarily allocated $139 million of the purchase price to the fair value of the customer relationships intangible asset.

Auditing the Company’s accounting for its acquisition was complex due to the significant estimation uncertainty in the Company’s preliminary determination of the fair value of the customer relationships intangible asset.

The significant estimation uncertainty was primarily due to the sensitivity of the underlying assumptions used to derive the value of the customer relationships intangible asset, primarily revenue growth rates and earnings before interest and taxes (“EBIT”) margin used in the Company’s valuation model.

How We Addressed the Matter in Our Audit

We obtained an understanding, evaluated the design and tested the operating effectiveness of the Company’s controls related to the Company’s global tax structure.

For example, we tested management’s controls over the completeness and accuracy of the data utilized, the effective tax rate reconciliation and the evaluation of permanent and temporary differences within various jurisdictions.

To test the Company’s provision for income taxes and to address the risks associated with the complexity of the Company’s global tax structure, we performed audit procedures that included, among others, evaluating the income tax impact of the Company’s structure and operations and considered the impact of any changes in the current year.

We used our tax professionals with specialized skill and knowledge to assist in evaluating the provision for income taxes including the application of relevant local and foreign tax laws to management’s calculation methodologies and tax positions.

Additionally, we tested the related effective tax rate reconciliation, evaluated the tax impact of permanent and temporary differences, and tested the application of authoritative guidance.

We obtained an understanding, evaluated the design and tested the operating effectiveness of the Company’s controls related to acquired intangibles.

Our procedures included testing controls over the valuation of the customer relationships intangible asset, including management’s review of the valuation methodology and the significant assumptions used in estimating the fair value of the customer relationships intangible asset.

To test the fair value of the customer relationships intangible asset, our audit procedures included, among others, assessing the valuation methodology, testing the significant assumptions described above, and testing the completeness and accuracy of the underlying data used by the Company.

Our testing procedures over the significant assumptions included, among others, comparing the forecasted revenue growth and EBIT margin to the historical results of the acquired business.

We assessed sensitivity analyses of significant assumptions to evaluate the changes in the fair value of the customer relationships intangible asset resulting from changes in the assumptions.

We also involved our valuation specialists to assist in evaluating the valuation methodology used in the fair value estimate.

/s/ Ernst & Young LLP

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(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria.

As indicated in the accompanying Management’s Report on Internal Control over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Sage Energy Partners, LP which is included in the 2024 consolidated financial statements of the Company and constituted 0.5% of total assets, and 0.6% of net assets as of December 31, 2024, and 0.7% of revenues for the year then ended.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of Sage Energy Partners, LP.

As indicated in the accompanying Management’s Report on Internal Control over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of OTC Global Holdings, LP, Macro Hive Limited and the business acquired from American Commodities Brokerage Company which are included in the 2025 consolidated financial statements of the Company and constituted 4.2%, 0.0% and 0.0% of total assets, and 3.3%, -0.1% and -0.7% of net assets, respectively, as of December 31, 2025, and 11.6%, 0.0% and 0.0% of revenues, respectively for the year then ended.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of OTC Global Holdings, LP, Macro Hive Limited, and the business acquired from American Commodities Brokerage Company.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated statements of financial condition of the Company as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income (loss), cash flows and changes in equity for each of the three years in the period ended December 31, 2025, and the related notes and the financial statement schedule listed in the Index at Item 15(a)(2) and our report dated March 2, 2026 expressed an unqualified opinion thereon.

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Total assets $ 4,411,989 $ 3,591,967

Liabilities, Redeemable Partnership Interest, and Equity

Liabilities and Equity

Short-term borrowings from related parties 20,000 —

Accrued compensation 364,016 227,869

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Total equity 1,145,342 1,079,239

Total liabilities, redeemable partnership interest, and equity $ 3,591,967 $ 3,175,937

Total liabilities and equity

$ 4,411,989 $ 3,591,967

The accompanying Notes to the Consolidated Financial Statements are an integral part of these financial statements.

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Consolidated net income (loss), adjusted for non-cash and non-operating items 637,056 490,265 458,881

490,265 458,881 418,469

Decrease (increase) in operating assets:

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Loan to related parties ( 120,000 ) ( 180,000 ) —

Repayment of loan to related parties 180,000 — —

Proceeds from repayment of related parties loan

120,000 180,000 —

Purchase of other assets ( 953 ) ( 627 ) ( 475 )

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Short term borrowings, net of repayments — — ( 1,917 )

Proceeds from non-controlling interests 171,667 — —

Proceeds from noncontrolling interests

Payments on acquisition earn-outs ( 1,378 ) ( 1,000 ) ( 18,703 )

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7,461 ( 8,961 ) 3,270

Net increase (decrease) in Cash and cash equivalents, and Cash segregated under regulatory requirements including Cash and Cash segregated under regulatory requirements classified within assets held for sale 60,377 170,886 ( 64,789 )

net increase (decrease) in cash classified within assets held for sale — — —

Net increase (decrease) in Cash and cash equivalents, and Cash segregated under regulatory requirements

Net increase (decrease) in Cash and cash equivalents, and Cash segregated under regulatory requirements including Cash and Cash segregated under regulatory requirements

140,400 60,377 170,886

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Cash and cash equivalents, and Cash segregated under regulatory requirements at end of period $ 873,673 $ 733,273 $ 672,896

$ 733,273 $ 672,896 $ 502,010

Supplemental cash information:

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139 — 124,825 8 — — 1,766 126,738

Dividends to common stockholders — — — — ( 14,859 ) — — ( 14,859 )

Dividends to common stockholders and participating RSU holders — — — — ( 17,381 ) — — ( 17,381 )

Earnings distributions to limited partnership interests and other noncontrolling interests — — ( 16,652 ) — — — ( 12,294 ) ( 28,946 )

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— — — — — — 11,539 11,539

Redemption of FPUs and issuance of RSUs due to the Corporate Conversion

— — 12,410 — — — 2,096 14,506

Cantor units converted into shares of BGC Group Class B common stock due to the Corporate Conversion, 63,974,374 shares

— 640 75,788 — — — ( 76,428 ) —

Restricted stock awards granted upon conversion of limited partnership units due to the Corporate Conversion, 38,610,233 shares

386 — ( 386 ) — — — — —

Conversion of Class B common stock to Class A common stock, 405,801 shares

4 ( 4 ) — — — — — —

Cancellation of BGC Partners Inc.

Treasury Stock due to the Corporate Conversion, 156,386,616 shares

( 1,563 ) — ( 751,768 ) 753,331 — — — —

Other — — 5,110 — — — — 5,110

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Balance, January 1, 2024 $ 4,036 $ 1,095 $ 2,105,130 $ ( 67,414 ) $ ( 1,119,182 ) $ ( 38,582 ) $ 13,073 $ 898,156

$ 4,719 $ 459 $ 2,559,418 $ ( 711,454 ) $ ( 1,138,066 ) $ ( 45,431 ) $ 63,563 $ 733,208

Consolidated net income (loss) — — — — 126,988 — ( 3,760 ) 123,228

Other comprehensive income (loss), net of tax — — — — — 6,849 758 7,607

Other comprehensive loss, net of tax

— — — — — ( 21,267 ) ( 248 ) ( 21,515 )

Equity-based compensation, 15,838,276 shares

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Dividends to common stockholders and participating RSU holders — — — — ( 34,165 ) — — ( 34,165 )

Earnings distributions to limited partnership interests and other noncontrolling interests — — ( 16,652 ) — — — ( 12,294 ) ( 28,946 )

Grant of exchangeability and redemption of limited partnership interests, issuance of 29,118,664 shares

291 — 86,505 — — — 26,405 113,201

Issuance of Class A common stock (net of costs), 314,591 shares

3 — ( 1,242 ) — — — — ( 1,239 )

Redemption of FPUs, 184,990 units

— — ( 155 ) — — — ( 547 ) ( 702 )

Repurchase of Class A common stock, 31,573,031 shares

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Contributions of capital to and from Cantor for equity-based compensation — — 51,462 — — — — 51,462

Grant of exchangeability, redemption of limited partnership interests and issuance of Class A common stock and RSUs for acquisitions, 5,504,698 shares

55 — 6,843 — — — 377 7,275

Cantor purchase of Cantor units from BGC Holdings upon redemption of FPUs, 6,368,964 units

— — — — — — 11,539 11,539

Redemption of FPUs and issuance of RSUs due to the Corporate Conversion — — 12,410 — — — 2,096 14,506

Cantor units converted into shares of BGC Group Class B common stock due to the Corporate Conversion, 63,974,374 shares

— 640 75,788 — — — ( 76,428 ) —

Restricted stock awards granted upon conversion of limited partnership interests due to the Corporate Conversion, 38,610,233 shares

386 — ( 386 ) — — — — —

Conversion of Class B common stock to Class A common stock, 405,801 shares

4 ( 4 ) — — — — — —

Cancellation of BGC Partners Inc.

Treasury Stock due to Corporate Conversion, 156,386,616 shares

Issuance of Class A common stock and RSUs for acquisition 1,061,665 shares

11 — 8,509 — — — — 8,520

Contributions from FMX Equity Partners — — — — — — 171,667 171,667

Other — — ( 24,487 ) — — — — ( 24,487 )

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Consolidated net income (loss) — — — — 154,962 — ( 8,423 ) 146,539

Other comprehensive income (loss), net of tax — — — — — ( 21,267 ) ( 248 ) ( 21,515 )

Other comprehensive income, net of tax

— — — — — 19,208 550 19,758

Equity-based compensation, 18,700,010 shares

10 unchanged sentences

7 — 6,581 — — — — 6,588

Contributions from FMX Equity Partners — — — — — — 171,667 171,667

Other — — 1,316 — — — — 1,316

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Regulatory Requirements

Segment, Geographic and Product Information

Segment and Geographic Information

Revenues from Contracts with Customers

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Business Overview

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

Additionally, the Company provides brokerage services across foreign exchange, energy, commodities, shipping, equities, and futures and options.

BGC is a leading global marketplace, data, and financial technology company across the ECS and financial markets.

The Company specializes 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, the Company provides 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.

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

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

Through the Company’s electronic brands, BGC Group offers several trade execution, market infrastructure and connectivity services, as well as post-trade services.

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

Through the Company’s electronic brands, BGC Group offers multiple trade execution, market data and information services, market infrastructure and connectivity services, as well as post-trade services.

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

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

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.

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;

• 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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Additionally, BGC Group amended and restated its bylaws to adopt a provision providing that Delaware courts shall be the exclusive forum for certain matters.

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.

Basis of Presentation

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Certain reclassifications have been made to previously reported amounts to conform to the current presentation.

During the first quarter of 2022, the Company changed the name of the brokerage product line formerly labeled as “Equity derivatives and cash equity” to “Equities” to better align the caption with the underlying activity.

The change did not result in any reclassification of revenues and had no impact on the Company’s Total brokerage revenues for the year ended December 31, 2022.

During the second quarter of 2022, the Company combined “Realized losses (gains) on marketable securities,” “Unrealized losses (gains) on marketable securities,” and “Losses (gains) on other investments” on the unaudited Condensed Consolidated Statements of Cash Flows into “Losses (gains) on marketable securities and other investments.” The recognition of gains and losses related to these investments were similar in nature and were immaterial to the financial statements for the year ended December 31, 2022.

During the third quarter of 2022, the Company renamed “Securities owned” as “Financial instruments owned, at fair value” and combined it with “Marketable securities” on the unaudited Condensed Consolidated Statements of Financial Condition.

In addition, “Losses (gains) on marketable securities and other investments” was renamed as “Unrealized/realized losses (gains) on financial instruments owned, at fair value and other investments” on the unaudited Condensed Consolidated Statements of Cash Flows.

During the second quarter of 2023, the Company renamed “Data, software and post-trade” as “Data, network and post-trade” on the unaudited Condensed Consolidated Statements of Operations.

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Recently Adopted Accounting Pronouncements

In October 2021, the FASB issued ASU No.

2021-08, Business Combinations (Topic 805):

Accounting for Contract Assets and Contract Liabilities from Contracts with Customers .

The standard improves the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and inconsistency related to the recognition of an acquired contract liability, as well as payment terms and their effect on subsequent revenue recognized by the acquirer.

The ASU requires companies to apply guidance in ASC 606, Revenue from Contracts with Customers , to recognize and measure contract assets and contract liabilities from contracts with customers acquired in a business combination, and, thus, creates an exception to the general recognition and measurement principle in ASC 805, Business Combinations .

BGC adopted the standard on the required effective date beginning January 1, 2023 using a prospective transition method for business combinations occurring on or after the effective date.

The adoption of this guidance did not have a material impact on the Company’s Consolidated Financial Statements.

In March 2022, the FASB issued ASU No.

2022-02, Financial Instruments—Credit Losses (Topic 326):

Troubled Debt Restructurings and Vintage Disclosures .

The guidance is intended to improve the decision usefulness of information provided to investors about certain loan refinancings, restructurings, and write-offs.

The standard eliminates the recognition and measurement guidance on TDRs for creditors that have adopted ASC 326, Financial Instruments—Credit Losses and requires them to make enhanced disclosures about loan modifications for borrowers experiencing financial difficulty.

The new guidance also requires public business entities to present current-period gross write-offs (on a current year-to-date basis for interim-period disclosures) by year of origination in their vintage disclosures.

BGC adopted the standard on the required effective date beginning January 1, 2023.

The guidance for recognition and measurement of TDRs was applied using a prospective transition method, and the amendments related to disclosures will be applied prospectively.

The adoption of this guidance did not have a material impact on the Company’s Consolidated Financial Statements.

In September 2022, the FASB issued ASU No.

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The guidance was adopted using a retrospective application to all periods in which a balance sheet is presented, and the rollforward disclosure requirement will be applied prospectively.

The adoption of the guidance that was effective beginning January 1, 2023 did not have a material impact on the Company’s Consolidated Financial Statements.

The rollforward disclosure requirement did not have a material impact on the Company’s Consolidated Financial Statements.

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Because the relief in ASC 848, Reference Rate Reform may not cover a period of time during which a significant number of modifications may take place, the amendments in ASU No.

2022-06 deferred the sunset date from December 31, 2022 to December 31, 2024, after which entities will no longer be permitted to apply the relief in ASC 848.

2022-06 deferred the sunset date from December 31, 2022 to December 31, 2024, after which entities are no longer permitted to apply the relief in ASC 848.

The ASU was effective upon issuance.

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Public entities with a single reportable segment are required to provide the new disclosures and all the disclosures previously required under ASC 280.

BGC adopted the standard on the required effective date for the Company’s financial statements issued for the annual reporting periods beginning on January 1, 2024 and will apply the guidance for the interim periods beginning on January 1, 2025.

Refer to Note 22—“Segment and Geographic Information.” The adoption of the new guidance did not have an impact on the Company’s Consolidated Financial Statements.

New Accounting Pronouncements

In October 2023, the FASB issued ASU No.

2023-06, Disclosure Improvements—Codification Amendments in Response to the SEC ’ s Disclosure Update and Simplification Initiative.

The standard is expected to clarify or improve disclosure and presentation requirements of a variety of ASC topics, allow users to more easily compare entities subject to the SEC’s existing disclosure requirements with those entities that were not previously subject to the requirements, and align the requirements in the Codification with the SEC’s regulations.

The effective date for the guidance will be the date on which the SEC’s removal of the related disclosure from Regulation S-X or Regulation S-K becomes effective.

If by June 30, 2027 the SEC has not removed the applicable requirements from Regulation S-X or Regulation S-K, the pending content of the related amendment will be removed from the Codification and will not become effective for any entity.

Management is currently evaluating the impact of the new standard on the Company’s Consolidated Financial Statements.

BGC adopted the standard on the required effective date for the Company’s financial statements issued for annual reporting periods beginning on January 1, 2024 and applies the guidance for the interim periods beginning on January 1, 2025.

Refer to Note 22—“Segment and Geographic Information.” The adoption of this guidance did not have an impact on the Company’s Consolidated Financial Statements.

In December 2023, the FASB issued ASU No.

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The ASU also includes certain other amendments to improve the effectiveness of income tax disclosures.

The new guidance will become effective for the Company’s financial statements issued for annual reporting periods beginning on January 1, 2025, will require prospective presentation with an option for entities to apply it retrospectively for each period presented, and early adoption is permitted.

Management is currently evaluating the impact of the new standard on the Company’s Consolidated Financial Statements.

BGC adopted the standard on a prospective basis on the required effective date for the Company’s financial statements issued for annual reporting periods beginning on January 1, 2025.

Refer to Note 20—“Income Taxes.” The adoption of this guidance did not have an impact on the Company’s Consolidated Financial Statements.

In March 2024, the FASB issued ASU No.

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The standard is intended to reduce the complexity in determining whether profits interests and similar awards are in the scope of ASC 718 and to reduce diversity in practice.

The new guidance applies to all reporting entities that grant profits interest awards or similar awards to employees or nonemployees in exchange for goods or services.

The new guidance applies to all reporting entities that grant profits interest awards or similar awards to employees or non-employees in exchange for goods or services.

The ASU adds an example to ASC 718 that illustrates how to apply the scope guidance to determine whether a profits interest award should be accounted for as a share-based payment arrangement under ASC 718 or another accounting standard.

The new guidance became effective for the Company beginning on January 1, 2025 and will be applied prospectively to profits interest awards granted or modified on or after the adoption date.

The adoption of the new guidance is not expected to have a material impact on the Company’s Consolidated Financial Statements.

BGC adopted the standard on the required effective date beginning January 1, 2025 using a prospective transition method for profits interest awards granted or modified on or after the effective date.

The adoption of this guidance did not have a material impact on the Company’s Consolidated Financial Statements.

In March 2024, the FASB issued ASU No.

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Also, some of the references removed were to Concepts Statements that are superseded.

The new guidance became effective for the Company beginning on January 1, 2025 and will be applied prospectively to all new transactions recognized on or after the adoption date.

The adoption of the new guidance is not expected to have a material impact on the Company’s Consolidated Financial Statements.

BGC adopted the standard on the required effective date beginning January 1, 2025 using a prospective transition method for all new transactions recognized on or after the effective date.

The adoption of this guidance did not have a material impact on the Company’s Consolidated Financial Statements.

New Accounting Pronouncements

In October 2023, the FASB issued ASU No.

2023-06, Disclosure Improvements—Codification Amendments in Response to the SEC ’ s Disclosure Update and Simplification Initiative.

The effective date for the guidance will be the date on which the SEC’s removal of the related disclosure from Regulation S-X or Regulation S-K becomes effective.

Management is currently evaluating the impact of the new standard on the Company’s Consolidated Financial Statements.

In November 2024, the FASB issued ASU No.

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Management is currently evaluating the impact of the new standard on the Company’s Consolidated Financial Statements.

SEC Rule on Climate-Related Disclosures

On March 6, 2024 the SEC adopted the final rules, The Enhancement and Standardization of Climate-Related Disclosures for Investors, that would require registrants to provide climate-related disclosures in a note to the audited financial statements.

In May 2025, the FASB issued ASU No.

2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810):

Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity .

The standard revises current guidance for determining the accounting acquirer for a transaction effected primarily by exchanging equity interests in which the legal acquiree is a VIE that meets the definition of a business.

The amendments differ from current U.S.

GAAP because, for certain transactions, they replace the requirement that the primary beneficiary of a VIE is always the acquirer with an assessment that requires an entity to consider the factors to determine which entity is the accounting acquirer.

Under the amendments, acquisition transactions in which the legal acquiree is a VIE will, in more instances, result in the same accounting outcomes as economically similar transactions in which the legal acquiree is a voting interest entity.

The ASU does not change the accounting for a transaction determined to be a reverse acquisition or a transaction in which the legal acquirer is not a business and is determined to be the accounting acquiree.

The new guidance will become effective for the Company beginning on January 1, 2027, will require a prospective transition method for business combinations that occur after the initial adoption date, and early adoption is permitted.

Management is currently evaluating the impact of the new standard on the Company’s Consolidated Financial Statements.

In May 2025, the FASB issued ASU No.

2025-04, C ompensation—Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606):

Clarifications to Share-Based Consideration Payable to a Customer .

The standard was issued to reduce diversity in practice and improve the decision usefulness and operability of the guidance for share-based consideration payable to a customer in conjunction with selling goods or services.

The amendments refine key aspects of the guidance, including the definition of “performance condition” as well as the measurement requirements and the treatment of forfeitures.

Other changes include clarification that the measurement of share-based consideration payable to a customer is addressed by ASC 718, Compensation—Stock Compensation before and after the grant date.

The new guidance will become effective for the Company beginning on January 1, 2027, can be adopted using either a modified retrospective or full retrospective method, and early adoption is permitted.

Management is currently evaluating the impact of the new standard on the Company’s Consolidated Financial Statements.

In July 2025, the FASB issued ASU No.

2025-05, Financial Instruments—Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets .

The standard, which is optional, addresses challenges faced by stakeholders when applying ASC 326, Financial Instruments—Credit Losses , to current accounts receivable and current contract assets arising from transactions accounted for under ASC 606, Revenue from Contracts with Customers .

The amendments allow all entities to elect a practical expedient to assume that the current conditions as of the balance sheet date will remain unchanged for the remaining life of the asset when developing a reasonable and supportable forecast as part of estimating expected credit losses on these assets.

The new guidance can be adopted by the Company beginning on January 1, 2026, using a prospective method.

Management is currently evaluating the impact of the new standard on the Company’s Consolidated Financial Statements.

In September 2025, the FASB issued ASU No.

2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software .

The ASU is intended to address stakeholder feedback that the current guidance for software costs is outdated and not relevant given the evolution of software development.

The standard clarifies and modernizes the accounting for costs related to internal-use software.

The guidance removes all references to project stages and clarifies the threshold entities apply to begin capitalizing costs.

The standard includes additional disclosure requirements as they are currently applied to property and equipment.

The new guidance will become effective for the Company beginning on January 1, 2028, can be adopted using either a prospective, modified retrospective or full retrospective method, and early adoption is permitted.

Management is currently evaluating the impact of the new standard on the Company’s Consolidated Financial Statements.

In September 2025, the FASB issued ASU No.

2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606):

Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract .

The ASU addresses stakeholders’ concerns about the application of derivative accounting to contracts with features based on the operations or activities of one of the parties to the contract, and the diversity in accounting for share-based noncash consideration from a customer that is consideration for the transfer of goods or services.

The amendments add a derivative scope exception for certain contracts with underlying factors that are based on the operations or activities of one of the parties to the contract.

The standard also clarifies the applicability of ASC 606 and its interaction with other ASC topics (including ASC 815 on derivatives and hedging and ASC 321 on equity securities), in the accounting for share-based noncash consideration (such as warrants or shares) received from a customer for the transfer of goods or services.

The ASU is expected to provide investors with more comparable information and reduce accounting complexity and related reporting costs for preparers and auditors.

The new guidance will become effective for the Company beginning on January 1, 2027, can be adopted using either a prospective or modified retrospective method, and early adoption is permitted.

Management is currently evaluating the impact of the new standard on the Company’s Consolidated Financial Statements.

In December 2025, the FASB issued ASU No.

2025-11, Interim Reporting (Topic 270):

Narrow-Scope Improvements .

The guidance clarifies the current interim disclosure requirements and their applicability.

The ASU is intended to address feedback from stakeholders that the current guidance is difficult to navigate.

The amendments do not change the fundamental nature or expand or reduce the disclosure requirements of interim reporting.

The ASU creates a comprehensive list of interim disclosures required under U.S.

GAAP and incorporates a disclosure principle that requires disclosures at interim periods when an event or change that has a material effect on an entity has occurred since the previous year end.

The new guidance will become effective for the Company beginning on January 1, 2028, can be adopted using either a prospective or retrospective method, and early adoption is permitted.

Management is currently evaluating the impact of the new standard on the Company’s Consolidated Financial Statements.

In December 2025, the FASB issued ASU No.

2025-12, Codification Improvements .

The guidance clarifies, corrects errors in or makes other improvements to a variety of topics in the Codification that are intended to make it easier to understand and apply.

The amendments apply to all reporting entities in the scope of the affected accounting guidance.

The new guidance will become effective for the Company beginning on January 1, 2027, can be adopted using either a prospective or retrospective method, and early adoption is permitted.

Management is currently evaluating the impact of the new standard on the Company’s Consolidated Financial Statements.

SEC Rules on Climate-Related Disclosures

In March 2024, the SEC adopted the final rules, The Enhancement and Standardization of Climate-Related Disclosures for Investors, that would require registrants to provide climate-related disclosures in a note to the audited financial statements.

The disclosures would include certain effects of severe weather events and other natural conditions, including the aggregate amounts and where in the financial statements they are presented.

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Finally, registrants would be required to disclose additional contextual information about the above disclosures, including how each financial statement effect was derived and the accounting policy decisions made to calculate the effects, for the most recently completed fiscal year and, if previously disclosed or required to be disclosed, for the historical fiscal year for which audited consolidated financial statements are included in the filing.

Subsequent to the issuance, the SEC has released an order staying the final rules pending judicial review of all of the petitions challenging the rules.

Absent the stay, the rules would have been effective for the Company on May 28, 2024 and phased in starting in 2025.

Management is currently monitoring the developments pertaining to the rules and any resulting potential impacts on the Company’s Consolidated Financial Statements.

In April 2024, the SEC released an order staying the rules pending judicial review of all of the petitions challenging the rules and in March 2025, the SEC voted to end its defense of the rules.

Absent these developments, the rules would have been effective for the Company on May 28, 2024 and phased in starting in 2025.

Management is continuing to monitor the developments pertaining to the rules and any resulting potential impacts on the Company’s Consolidated Financial Statements.

Limited Partnership Interests in BGC Holdings and Newmark Holdings

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Quarterly allocations of net income on BGC Holdings LPUs held by Newmark employees were reflected as a component of “Net income (loss) attributable to noncontrolling interest in subsidiaries” in the Company’s Consolidated Statements of Operations, prior to the Corporate Conversion.

From time to time, the Company also issued BGC LPUs as part of the consideration for acquisitions.

From time to time, the Company also issued BGC Holdings LPUs as part of the consideration for acquisitions.

Certain of these LPUs in BGC Holdings and Newmark Holdings, such as REUs, entitle the holders to receive post-termination payments equal to the notional amount of the units in four equal yearly installments after the holder’s termination.

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Cantor received allocations of net income (loss), which were cash distributed on a quarterly basis and were reflected as a component of “Net income (loss) attributable to noncontrolling interest in subsidiaries” in the Company’s Consolidated Statements of Operations.

As a result of the Corporate Conversion, 64.0 million Cantor units were converted into shares of BGC Group Class B common stock, subject to the terms and conditions of the Corporate Conversion Agreement, provided that a portion of the 64.0 million shares of BGC Group Class B common stock issued to Cantor will exchange into BGC Group Class A common stock in the event that BGC Group does not issue at least $ 75,000,000 in shares of BGC Group Class A or B common stock in connection with certain acquisition transactions prior to the seventh anniversary of the Corporate Conversion.

As a result of the Corporate Conversion, 64.0 million Cantor units were converted into shares of BGC Class B common stock, subject to the terms and conditions of the Corporate Conversion Agreement, provided that a portion of the 64.0 million shares of BGC Class B common stock issued to Cantor will exchange into BGC Class A common stock in the event that BGC Group 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 the seventh anniversary of the Corporate Conversion.

Certain of the limited partnership interests, described above, were granted exchangeability into shares of BGC Class A common stock, prior to the Corporate Conversion, or shares of Newmark Class A common stock, and additional limited partnership interests could become exchangeable into shares of Newmark Class A common stock.

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In quarterly periods in which BGC Partners had a net loss, the loss allocation for FPUs, LPUs and Cantor units in BGC Holdings was allocated to Cantor and reflected as a component of “Net income (loss) attributable to noncontrolling interest in subsidiaries” in the Company’s Consolidated Statements of Operations.

In subsequent quarters in which BGC Partners had net income, the initial allocation of income to the limited partnership interests in BGC Holdings was to Cantor and was recorded as “Net income (loss) attributable to noncontrolling interests in subsidiaries,” to recover any losses taken in earlier quarters, with the remaining income allocated to the limited partnership interests.

In subsequent quarters in which BGC Partners had net income, the initial allocation of income to the limited partnership interests in BGC Holdings was to Cantor and was recorded as “Net income (loss) attributable to noncontrolling interest in subsidiaries,” to recover any losses taken in earlier quarters, with the remaining income allocated to the limited partnership interests.

This income (loss) allocation process had no impact on the net income (loss) allocated to common stockholders.

Summary of Significant Accounting Policies

During the twelve months ended December 31, 2025, there were no significant changes to the Company’s significant accounting policies.

See below for the Company’s significant accounting policies pertaining to Commissions revenues as a result of the acquisition of OTC Global.

Use of Estimates:

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BGC derives its revenues primarily through commissions from brokerage services, the spread between the buy and sell prices on matched principal transactions, fees from related parties, data, network and post-trade services, and other revenues.

The Company derives its commission revenues from securities and commodities, whereby the Company connects buyers and sellers in the OTC and exchange markets and assists in the negotiation of the price and other material terms.

These transactions result from the provision of service related to executing, settling and clearing transactions for customers.

The Company derives its commissions revenues from securities and commodities, whereby the Company connects buyers and sellers in the OTC and exchange markets and assists in the negotiation of the price and other material terms.

These transactions result from the provision of services related to executing, settling and clearing transactions for customers.

Trade execution and clearing services, when provided together, represent a single performance obligation as the services are not separately identifiable in the context of the contract.

Commission revenues are recognized at a point in time on the trade-date, when the customer obtains control of the service and can direct the use of, and obtain substantially all of the remaining benefits from the asset.

Commissions revenues are recognized at a point in time on a trade-date basis, when the customer obtains control of the service and can direct the use of, and obtain substantially all of the remaining benefits from the asset.

The Company records a receivable between the trade date and settlement date when payment is received.

The Company also derives commissions revenues from shipping brokerage.

Most of the fees received for this service are considered variable consideration as the fees are contingent upon a future event (for example, upon delivery of the underlying commodity) and are excluded from the transaction price until the uncertainty associated with the variable consideration is subsequently resolved, which is expected to occur when the customer obtains control of the service and can direct the use of, and obtain substantially all of the remaining benefits from the asset.

Accordingly, the entire transaction price, including the element of variable consideration adjusted for any constraints, is recognized upon delivery of the underlying commodity.

Principal Transactions:

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The Company enters into leasing arrangements in the ordinary course of business as a lessee of office space, data centers and office equipment.

BGC determines whether an arrangement is a lease at inception.

ROU lease assets represent the Company’s right to use an underlying asset for the lease term, and lease liabilities represent BGC’s obligation to make lease payments arising from the lease.

Other than for leases with an initial term of twelve months or less, ROU lease assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term.

As most leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments.

The ROU lease asset also includes any lease payments made and excludes lease incentives.

The Company determines whether an arrangement is a lease at inception.

ROU lease assets represent the Company’s right to use an underlying asset for the lease term, and lease liabilities represent the Company’s obligation to make lease payments arising from the lease.

Other than for leases with an initial term of twelve months or less, ROU lease assets and liabilities are recognized at commencement date based on the present value of future lease payments over the lease term.

The ROU lease asset also includes any initial direct costs and any lease payments made at or before commencement, less any incentives received.

Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise those options.

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For additional information, see Note 6—“Earnings Per Share.

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

The closing of the proposed acquisition of OTC Global is subject to customary closing conditions, including the receipt of applicable regulatory approvals.

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

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

On April 1, 2025, the Company completed the acquisition of OTC Global, an energy and commodities brokerage firm, for $ 325.0 million, subject to post-closing adjustments.

Of this amount, $309.3 million was determined to represent the fair value of the consideration transferred in connection with the acquisition.

The remaining $ 15.7 million relates to compensation arrangements with future service requirements and, in accordance with ASC 805, Business Combinations , is excluded from the purchase price consideration and will be recognized as compensation expense over the requisite service periods.

Since April 1, 2025, the results of OTC Global’s operations have been included in the Company’s Consolidated Financial Statements.

The Company acquired 100 % of the equity in OTC Global and its subsidiaries, and funded the transaction based on a combination of cash on hand, borrowings on its Revolving Credit Agreement, and using net proceeds raised through debt issuances in the first quarter of fiscal year 2025.

The acquisition of OTC Global expanded and diversified the Company’s global ECS business.

The Company accounted for the OTC Global acquisition as a business combination under the acquisition method of accounting and recorded the assets acquired and liabilities assumed at their fair values as of April 1, 2025.

As of December 31, 2025, the Company has substantially completed its measurement of the assets acquired and liabilities assumed;

however, the purchase price allocation remains preliminary and subject to adjustments during the measurement period.

The following tables and related disclosures summarize the components of the purchase consideration transferred, the preliminary allocation of the assets acquired, and liabilities assumed based on the fair values as of April 1, 2025, and the related estimated useful lives of the amortizable intangible assets acquired.

Calculation of the purchase price consideration transferred (in thousands, except share data):

April 1, 2025

Cash $ 318,859

Fair value of Restricted Shares of BGC Class A common stock ( 268,257 shares)

compensation arrangements with required future service periods

Total purchase price consideration transferred

The preliminary allocation of the assets acquired and the liabilities assumed in the OTC Global acquisition are as follows (in thousands):

April 1, 2025

Cash and cash equivalents $ 23,394

Receivables from broker-dealers, clearing organizations, customers and related broker-dealers 716

Accrued commissions and other receivables, net 91,256

Loans, forgivable loans and other receivables from employees and partners, net 13,476

Fixed assets, net 3,752

Finite-lived intangible assets

Investments 838

Other assets 33,518

Total identifiable assets acquired

Accrued compensation 86,038

Accounts payable, accrued and other liabilities 103,223

Total liabilities assumed

Net identifiable assets acquired

Goodwill 112,394

Net assets acquired

The $ 219.2 million of Finite-lived acquired intangible assets is subject to a weighted-average useful life of approximately 11.5 years.

Those definite life intangible assets included Technology of $ 62.1 million ( 10 year useful life), Trademarks of $ 18.2 million ( 10 year useful life), and Customer relationships of $ 138.9 million ( 13 year useful life).

As noted earlier, the fair value of the acquired identifiable intangible assets is provisional pending completion of the final valuations for these assets.

The excess of total consideration over the fair value of the total net assets acquired of approximately $ 112.4 million has been recorded to goodwill and allocated to the Company’s one reportable segment, brokerage services, which is managed on a consolidated basis.

The goodwill recognized is attributable primarily to expected synergies to be gained from combining operations of the Company and OTC Global.

The preliminary estimate of goodwill that is expected to be deductible for tax purposes is approximately $ 28.1 million.

The fair value of the accounts receivable acquired is $ 92.0 million with the gross contract amount being $ 93.7 million.

The Company has recorded an expected allowance for credit losses of $ 1.7 million as of April 1, 2025.

The Company recognized $ 0.4 million of acquisition-related costs that were expensed during the year ended December 31, 2025.

These costs are included in the Company’s Consolidated Statements of Operations within Professional and consulting fees.

The amounts of revenue and earnings from OTC Global included in the Company’s Consolidated Statements of Operations from April 1, 2025 to the period ending December 31, 2025 are as follows (in thousands):

Revenues and Earnings included in the Company’s Consolidated Statements of Operations from

April 1, 2025 to December 31, 2025

Consolidated net income

The following unaudited pro forma summary of revenues and consolidated net income presents consolidated information of the Company as if the acquisition of OTC Global had occurred on January 1, 2024 (amounts in thousands).

The unaudited pro forma results are not indicative of operations that would have been achieved, nor are they indicative of future results of operations.

The unaudited pro forma results do not reflect any potential cost savings or other operational efficiencies that could result from the acquisition.

However, the amounts have been calculated after applying the Company’s accounting policies and adjusting the results of OTC Global, which mainly consisted of removing approximately $ 4.1 million of OTC Global’s Goodwill amortization for the year ended December 31, 2024, and $ 1.0 million for the year ended December 31, 2025, which had been applied under the Private Company Council Accounting Alternative for Goodwill and pursuant to ASC 350, Intangibles — Goodwill and Other .

Pro Forma Consolidated Income Statement (in thousands)

Year Ended December 31,

Pro forma revenues

$ 3,057,449 $ 2,702,336

Pro forma consolidated net income

$ 156,243 $ 151,993

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

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

Total Consideration

The total consideration for all acquisitions during the years ended December 31, 2024 and 2023 were approximately $ 87.2 million and $ 71.0 million, respectively, subject to post-closing adjustments, which includes cash, restricted shares of BGC Class A common stock, and an earn-out payable in cash and restricted shares of BGC Class A common stock.

The excess of the consideration over the fair value of the net assets acquired has been recorded as goodwill totaling $ 35.5 million and $ 19.1 million, respectively.

Total Consideration Transferred

The fair value of the total consideration for the acquisitions during the year ended December 31, 2025 was approximately $ 320.5 million, subject to post-closing adjustments, which included cash and restricted shares of BGC Class A common stock.

The excess of the consideration over the fair value of the net assets acquired has been recorded as goodwill totaling $ 117.5 million.

The total consideration for all acquisitions during the year ended December 31, 2024 was approximately $ 87.3 million, which included cash, restricted shares of BGC Class A common stock, and an earn-out payable in cash and restricted shares of BGC Class A common stock.

The excess of the consideration over the fair value of the net assets acquired has been recorded as goodwill totaling $ 30.9 million for the year ended December 31, 2024.

Except where otherwise noted, the results of operations of the Company’s acquisitions have been included in the Company’s Consolidated Financial Statements subsequent to their respective dates of acquisition.

The Company has made preliminary allocations of the consideration to the assets acquired and liabilities assumed for Sage, as of the acquisition date, and expects to finalize its analysis with respect to the acquisition within the first year after the completion of the transaction.

Therefore, adjustments to preliminary allocations may occur.

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

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

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

The Company has made preliminary allocations of the consideration to the assets acquired and liabilities assumed for AMCOM, Macro Hive and OTC Global, as of the acquisition dates, and expects to finalize its analysis with respect to the acquisitions within the first year after the completion of each respective transaction.

Accordingly, adjustments to the preliminary allocations may occur.

In the fourth quarter of 2025, the Company 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, the Company recognized a $ 66.7 million gain, which is included in “ Gains (losses) on divestitures and sales of investments ” in the Company’s Consolidated Statements of Operations during the year ended December 31, 2025.

In the fourth quarter of 2024, the Company sold Capitalab, which was part of its post-trade business, to Capitolis.

As a result of this sale, the Company recognized a $ 39.0 million gain, 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 year ended 2023.

Earnings Per Share

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2 Primarily consists of contracts to issue shares of BGC common stock.

For the years ended December 31, 2024, 2023 and 2022, approximately 16.0 million, 14.3 million and 0.5 million of potentially dilutive securities, respectively, were excluded from the computation of fully diluted EPS because their effect would have been anti-dilutive.

For the years ended December 31, 2025, 2024 and 2023, approximately 15.5 million, 16.0 million and 14.3 million, respectively, of potentially dilutive securities, were excluded from the computation of fully diluted EPS because their effect would have been anti-dilutive.

Anti-dilutive securities for the year ended December 31, 2025, included 15.3 million participating RSUs and 0.2 million participating restricted stock awards.

Anti-dilutive securities for the year ended December 31, 2024 included 15.6 million participating RSUs and 0.4 million participating restricted stock awards.

Anti-dilutive securities for the year ended December 31, 2022 included 0.5 million RSUs.

As of December 31, 2024 and 2023, approximately 59.6 million and 63.3 million, respectively, contingent shares of BGC Class A common stock, non-participating RSUs, and non-participating restricted stock awards were excluded from the fully diluted EPS computations because the conditions for issuance had not been met by the end of the period.

As of December 31, 2022, 50.2 million contingent shares of BGC Class A common stock, N Units, RSUs, and LPUs were excluded from the fully diluted EPS computations because the conditions for issuance had not been met by the end of the respective periods.

Anti-dilutive securities for the year ended December 31, 2023 included 12.7 million participating RSUs and 1.6 million participating restricted stock awards.

As of December 31, 2025, 2024 and 2023, approximately 59.1 million, 59.6 million and 63.3 million, respectively, contingent shares of BGC Class A common stock, non-participating RSUs and non-participating restricted stock awards were excluded from the fully diluted EPS computations because the conditions for issuance had not been met by the end of the period.

Contingent shares excluded from the calculation of EPS included:

shares promised in connection with acquisition earnout consideration whereby the acquired entity or entities are required to achieve a stated performance target defined in their respective acquisition agreements;

other contingent share obligations which include agreements with terminated employees to deliver shares BGC Class A common stock over a set period of time post-termination in accordance with their respective partnership separation agreements;

other contingent share obligations which include agreements with terminated employees to deliver shares of BGC Class A common stock over a set period of time post-termination in accordance with their respective partnership separation agreements;

and non-participating RSUs and non-participating restricted stock awards which contain service conditions and/or performance conditions which have not been met during the period.

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Other issuances of BGC Class A common stock 9,895 9,028

Restricted stock awards 2

Restricted stock forfeitures

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Included in redemptions/exchanges of limited partnership interests and contingent share obligations for the year ended December 31, 2025 are 0.9 million shares of BGC Class A common stock granted in connection with 1.0 million contingent share obligations.

Included in redemption/exchanges of limited partnership interests and contingent share obligations for the year ended December 31, 2023, are 20.5 million shares of BGC Class A common stock granted in connection with the cancellation of 26.4 million LPUs and settlements of 0.4 million contingent share obligations.

Because LPUs are included in the Company’s fully diluted share count, if dilutive, redemptions/exchanges in connection with the issuance of BGC Class A common stock would not impact the fully diluted number of shares outstanding.

2 Shares outstanding at the end of the year ended December 31, 2024, includes 6.7 million shares of certain restricted stock awards that do not receive dividends until their respective vesting and contingent conditions are met.

These restricted stock awards do have voting rights.

3 Treasury stock repurchases includes shares withheld for taxes on restricted stock vesting.

See Note 7—“Stock Transactions and Unit Redemptions”

Included in redemptions/exchanges of limited partnership interests and contingent share obligations for the year ended December 31, 2024 are 1.8 million shares of BGC Class A common stock granted in connection with 1.8 million contingent share obligations.

Because contingent share obligations were included in the Company’s fully diluted share count, if dilutive, settlement of contingent share obligations in connection with the issuance of BGC Class A common stock did not impact the fully diluted number of shares outstanding.

2 Treasury stock repurchases include shares withheld for taxes on restricted stock vesting.

See “ Unit Redemptions and Share Repurchase Program.

Class B Common Stock

The Company did no t issue any shares of BGC Class B common stock during the year ended December 31, 2024.

The Company issued 64.0 million shares of BGC Class B common stock during the year ended December 31, 2023 due to the Corporate Conversion.

Following the Corporate Conversion, Cantor satisfied its obligation to its holders of April 2008 distribution rights shares and February 2012 distribution rights shares through the distribution of 15.8 million shares of BGC Class B common stock to such shareholders.

0.4 million shares of BGC Class B common stock were distributed by Cantor to recipients in whose hands the shares converted into shares of BGC Class A common stock pursuant to the terms of the Company’s Amended and Restated Certificate of Incorporation, which resulted in an increase of 0.4 million shares of BGC Class A common stock outstanding and a decrease of 0.4 million shares of BGC Class B common stock outstanding.

The Company did not issue any shares of BGC Class B common stock during the year ended December 31, 2025 and 2024.

As of both December 31, 2025 and 2024, there were 109.5 million shares of BGC Class B common stock outstanding.

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Under the July 2023 Sales Agreement, the Company agreed to pay CF&Co 2 % of the gross proceeds from the sale of shares.

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 the Company had not sold any shares of BGC Class A common stock or paid any commission to CF&Co under the July 2023 Sales Agreement.

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The Company’s Board and Audit Committee have authorized repurchases of BGC Class A common stock and redemptions of limited partnership interests or other equity interests in the Company’s subsidiaries.

On November 4, 2022, the Board and Audit Committee increased the BGC Partners share repurchase and unit redemption authorization to $ 400.0 million, which could have included purchases from Cantor, its partners or employees or other affiliated persons or entities.

On July 1, 2023, the BGC Group Board and Audit Committee approved BGC Group’s Share Repurchase Authorization in an amount up to $ 400.0 million, which may include purchases from Cantor, its partners or employees or other affiliated persons or entities.

On October 30, 2024, the BGC Group Board and Audit Committee re-approved BGC Group’s Share Repurchase Authorization in an amount up to $ 400.0 million, which may include purchases from Cantor, its partners or employees or other affiliated persons or entities.

On November 5, 2025, the BGC Group Board and Audit Committee re-approved BGC Group’s Share Repurchase Authorization in an amount up to $ 400.0 million, for which there is no expiration date.

As of December 31, 2025, the Company had $ 389.2 million remaining from its Share Repurchase Authorization.

From time to time, the Company may actively continue to repurchase shares.

The tables below represent the units redeemed and/or the shares repurchased for cash or withheld to satisfy tax liabilities due upon the vesting of restricted stock and do not include units redeemed/cancelled in connection with the grant of shares of BGC Class A common stock nor the limited partnership interests exchanged for shares of BGC Class A common stock.

The tables below represent the shares repurchased for cash or withheld to satisfy tax liabilities due upon the vesting of restricted stock and do not include units redeemed/cancelled in connection with the grant of shares of BGC Class A common stock nor the limited partnership interests exchanged for shares of BGC Class A common stock.

The share repurchases of BGC Class A common stock during the year ended December 31, 2025 were as follows (in thousands, except for weighted-average price data):

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Paid per Share

Dollar Value of

Shares That Could Be

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January 1, 2025—March 31, 2025

11,250 $ 7.11

April 1, 2025—June 30, 2025 3

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These repurchases include 1.8 million restricted shares vested but withheld described in the following footnote.

2 Include 4.6 million shares withheld to satisfy tax liabilities due upon the vesting of restricted stock.

The fair value of restricted shares vested, withheld to satisfy tax liabilities was $ 38.4 million at a weighted-average price of $ 8.35 per share.

2 Includes 1.8 million shares withheld to satisfy tax liabilities due upon the vesting of restricted stock.

The fair value of restricted shares vested but withheld to satisfy tax liabilities was $ 16.9 million at a weighted-average price of $ 9.16 per share.

The average price paid per share for such share withholdings is based on the closing price per share on the vesting date of the restricted stock or, if such date is not a trading day, the trading day immediately prior to such vesting date.

The gross unit redemptions and share repurchases of BGC Class A common stock during the year ended December 31, 2023 were as follows (in thousands, except for weighted-average price data):

3 On May 16, 2025, Mr.

Howard Lutnick agreed to sell 16.1 million shares of BGC Class A common stock to BGC at a price of $ 9.2082 per share pursuant to the Company’s Share Repurchase Authorization.

Such repurchase closed on May 19, 2025, and was approved by the Audit Committee.

See Note 13—“Related Party Transactions” for further information.

The share repurchases of BGC Class A common stock during the year ended December 31, 2024 were as follows (in thousands, except for weighted-average price data):

Period Total Number

Repurchased Weighted-

Average Price

Paid per Unit

or Share Approximate

Units and Shares

That Could Be

Paid per Share

That Could Be Repurchased

Under the Program at December 31, 2024

Redemptions 1

January 1, 2023—March 31, 2023

April 1, 2023—June 30, 2023

July 1, 2023—September 30, 2023

October 1, 2023—December 31, 2023

Total Redemptions 445 $ 4.85

Repurchases 1,2

January 1, 2024—March 31, 2024

11,250 $ 7.11

April 1, 2024—June 30, 2024

July 1, 2024—September 30, 2024

October 1, 2023—December 31, 2023

October 1, 2024—October 31, 2024

November 1, 2024—November 30, 2024

December 1, 2024—December 31, 2024

Total Repurchases

Total Redemptions and Repurchases 24,665 $ 4.93 $ 333,113

36,200 $ 8.30 $ 350,000

1 During the year ended December 31, 2023, the Company redeemed 0.3 million LPUs at an aggregate redemption price of $ 1.4 million for a weighted-average price of $ 4.71 per unit and 0.2 million FPUs at an aggregate redemption price of $ 0.8 million for a weighted-average price of $ 5.11 per unit.

The table above does not include units redeemed/cancelled in connection with the grant of 20.5 million shares of BGC Class A common stock during the year ended December 31, 2023, nor the limited partnership interests exchanged for 13.6 million shares of BGC Class A common stock during the year ended December 31, 2023.

2 During the year ended December 31, 2023, the Company repurchased 24.2 million shares of BGC Class A common stock at an aggregate price of $ 119.6 million for a weighted-average price of $ 4.94 per share.

These repurchases includes 1.0 million restricted shares vested but withheld described in the following footnote.

____________________________________

1 During the year ended December 31, 2024, the Company repurchased 36.2 million shares of BGC Class A common stock for an aggregate price of $ 300.5 million at a weighted-average price of $ 8.30 per share.

These repurchases include 4.6 million restricted shares vested but withheld described in the following footnote.

2 Includes 4.6 million shares withheld to satisfy tax liabilities due upon the vesting of restricted stock.

The fair value of restricted shares vested, withheld to satisfy tax liabilities was $ 5.0 million at a weighted-average price of $ 5.21 per share.

The fair value of restricted shares vested but withheld to satisfy tax liabilities was $ 38.4 million at a weighted-average price of $ 8.35 per share.

Redeemable Partnership Interest

The changes in the carrying amount of FPUs for the year ended December 31, 2023 were as follows (in thousands):

Year Ended December 31,

Balance at beginning of period $ 15,519

Consolidated net income allocated to FPUs 236

Earnings distributions ( 236 )

FPUs exchanged ( 1,301 )

FPUs redeemed 288

Corporate conversion

Balance at end of period $ —

As a result of the Corporate Conversion, there were no redeemable partnership interests outstanding as of December 31, 2024 and 2023.

Financial Instruments Owned, at Fair Value

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These instruments are measured at fair value, with any changes in fair value recognized in earnings in the Company’s Consolidated Statements of Operations.

The Company recognized unrealized net gains of $ 0.1 million, $ 0.1 million and unrealized net losses of $ 0.1 million as of December 31, 2024, 2023, and 2022 respectively, related to the mark-to-market adjustments on such instruments.

Collateralized Transactions

Repurchase Agreements

The Company recognized unrealized net losses of $ 0.1 million as of both December 31, 2025 and 2023 and an unrealized net gain of $ 0.1 million as of December 31, 2024 related to the mark-to-market adjustments on such instruments.

Collateralized Transactions Repurchase Agreements

Securities sold under Repurchase Agreements are accounted for as collateralized financing transactions, recorded at the contractual amount for which the securities will be repurchased, including accrued interest, and recorded as “Repurchase Agreements” on the Company’s Consolidated Statements of Financial Condition.

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Futures 44,469 ( 44,469 ) —

Interest rate swaps 132 ( 132 ) —

Total derivative assets $ 47,822 $ ( 45,394 ) $ 2,428

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Futures 44,671 ( 44,469 ) 202

Interest rate swaps 132 ( 132 ) —

Total derivative liabilities $ 47,002 $ ( 45,394 ) $ 1,608

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Forwards 465 ( 56 ) 409

Interest rate swaps 12,310 ( 12,182 ) 128

Futures 37,083 ( 36,918 ) 165

Interest rate swaps 132 ( 132 ) —

Total derivative assets $ 43,673 $ ( 38,289 ) $ 5,384

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Financial instruments owned, at fair value—Equities 955 — — — 955

Financial instruments owned, at fair value—Corporate bonds — 59 — — 59

FX swaps — 2,424 — ( 651 ) 1,773

Forwards — 929 — ( 274 ) 655

Interest rate swaps — 132 — ( 132 ) —

Futures 44,469 — — ( 44,469 ) —

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Futures 44,671 — — ( 44,469 ) 202

Interest rate swaps — 132 — ( 132 ) —

Contingent consideration — — 22,662 — 22,662

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Forwards — 465 — ( 56 ) 409

Interest rate swaps — 12,310 — ( 12,182 ) 128

Futures 37,083 — — ( 36,918 ) 165

Interest rate swaps — 132 — ( 132 ) —

Total $ 208,453 $ 21,417 $ — $ ( 38,289 ) $ 191,581

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1 Realized and unrealized gains (losses) are reported in “ Other income (loss) , ” as applicable, in the Company’s Consolidated Statements of Operations.

2 “Purchases/Issuances” includes a $ 2.2 million measurement period adjustment relating to the Trident Acquisition (see Note 16—“Goodwill and Other Intangible Assets, Net” for additional information).

Quantitative Information About Level 3 Fair Value Measurements on a Recurring Basis

The following tables present quantitative information about the significant unobservable inputs utilized by the Company in the fair value measurement of Level 3 liabilities measured at fair value on a recurring basis (in thousands):

Fair Value as of December 31, 2025

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Pursuant to the recognition and measurement guidance for equity investments, equity investments carried under the measurement alternative are remeasured at fair value on a non-recurring basis to reflect observable transactions which occurred during the period.

The Company applied the measurement alternative to equity securities with the fair value of approximately $ 136.1 million and $ 85.8 million, which were included in “Other assets” in the Company’s Consolidated Statements of Financial Condition as of December 31, 2024 and 2023, respectively.

The Company applied the measurement alternative to equity securities with fair values of approximately $ 164.9 million and $ 136.1 million, which were included in “Other assets” in the Company’s Consolidated Statements of Financial Condition as of December 31, 2025 and 2024, respectively.

These investments are classified within Level 2 in the fair value hierarchy, because their estimated fair value is based on valuation methods using the observable transaction price at the transaction date.

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In accordance with the administrative service agreement, the Company has not recognized any liabilities related to services provided to affiliates.

For the years ended December 31, 2024, 2023 and 2022, Cantor’s share of the net profit (loss) in Tower Bridge was $ 2.2 million, $ 2.8 million and $ 0.7 million, respectively.

For the years ended December 31, 2025, 2024 and 2023, Cantor’s share of the net profit in Tower Bridge was $ 2.8 million, $ 2.2 million and $ 2.8 million, respectively.

This net profit or loss is included as part of “Net income (loss) attributable to noncontrolling interest in subsidiaries” in the Company’s Consolidated Statements of Operations.

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During the years ended December 31, 2025, 2024 and 2023, the Company was 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 the Company as collateral as of December 31, 2024 at a fair value of $ 124.6 million.

Cantor held cash or other property from the Company as collateral as of December 31, 2025 and 2024, at a fair value of $ 67.6 million and $ 124.6 million, respectively.

Non-Conforming Subordination Agreements

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

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

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

The Company did no t record any interest expense related to the BGC Credit Agreement for the year ended December 31, 2023.

On November 12, 2025, the Company borrowed $ 20.0 million from Cantor under the BGC Credit Agreement.

As of December 31, 2025, there were $ 20.0 million of borrowings by the Company outstanding under the BGC Credit Agreement.

These borrowings were not considered FICC-GSD Margin Loans.

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

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

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

Cantor partially repaid the Company $ 18.0 million on July 31, 2024, and $ 12.0 million on September 25, 2024.

On October 1, 2024, Cantor repaid in full to the Company the outstanding principal of $ 150.0 million borrowed from the Company under the BGC Credit Agreement.

On October 1, 2024, Cantor repaid in full to the Company the outstanding principal of $ 150.0 million borrowed from the Company under the BGC Credit Agreement, plus accrued interest.

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

These borrowings are not considered FICC-GSD Margin Loans.

These borrowings were not considered FICC-GSD Margin Loans.

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

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

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

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

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

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

These borrowings were not considered FICC-GSD Margin Loans.

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

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

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

Other Agreements with Cantor

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Treasury securities transactions and to share equally in any net income resulting from such transactions, as well as any similar clearing and settlement issues.

As of both December 31, 2024 and December 31, 2023, there were no Repurchase Agreements between the Company and Cantor.

As of both December 31, 2025 and 2024, there were no Repurchase Agreements between the Company and Cantor.

As part of the Company’s cash management process, the Company may enter into tri-party Reverse Repurchase Agreements and other short-term investments, some of which may be with Cantor.

As of December 31, 2024 and 2023, there were no R everse Repurchase Agreements between the Company and Cantor.

As of both December 31, 2025 and 2024, there were no R everse Repurchase Agreements between the Company and Cantor.

To more effectively manage the Company’s exposure to changes in FX rates, the Company and Cantor have agreed to jointly manage the exposure.

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The ratio of gross exposures of the Company and Cantor is utilized to determine the shares of profit or loss allocated to each for the period.

During the years ended December 31, 2024, 2023 and 2022, the Company recognized its share of FX loss of $ 4.1 million, gain of $ 1.6 million and loss of $ 0.1 million, respectively.

During the years ended December 31, 2025, 2024 and 2023, the Company recognized its share of FX losses of $ 3.2 million and $ 4.1 million and FX gain of $ 1.6 million, respectively.

These gains and losses are included as part of “Other expenses” in the Company’s Consolidated Statements of Operations.

Pursuant to the separation agreement relating to the Company’s acquisition of certain BGC businesses from Cantor in 2008, Cantor has a right, subject to certain conditions, to be the Company’s customer and to pay the lowest commissions paid by any other customer, whether by volume, dollar or other applicable measure.

Pursuant to the separation agreement relating to the Company’s acquisition of certain BGC businesses from Cantor in 2008, Cantor has the right, subject to certain conditions, to be the Company’s customer and to pay the lowest commissions paid by any other customer, whether by volume, dollar or other applicable measure.

In addition, Cantor has an unlimited right to internally use the Company’s market data without any cost but Cantor does not have the right to furnish such data to any third party.

Any future related party transactions or arrangements between the Company and Cantor are subject to prior approval by the Audit Committee.

During each of the years ended December 31, 2024, 2023 and 2022, the Company recorded revenues from Cantor entities of $ 0.3 million related to commissions paid to the Company by Cantor.

During the years ended December 31, 2025, 2024 and 2023, the Company recorded revenues from Cantor entities of $ 0.4 million, $ 0.3 million and $ 0.3 million, respectively, related to commissions paid to the Company by Cantor.

These revenues are included as part of “Commissions” in the Company’s Consolidated Statements of Operations.

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

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

As of both December 31, 2025 and 2024, the Company did not have any investments in the program.

On June 5, 2015, BGC Partners entered into the Exchange Agreement with Cantor providing Cantor, CFGM and other Cantor affiliates entitled to hold BGC Partners Class B common stock the right to exchange BGC Partners Class A common stock into shares of BGC Partners Class B common stock from time to time, on a one -to-one basis, subject to adjustment, up to an aggregate of 34.6 million shares of BGC Class A common stock then owned or subsequently acquired by such Cantor entities for up to an aggregate of 34.6 million shares of BGC Class B common stock.

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On July 1, 2023 as a result of the Corporate Conversion, the total outstanding 64.0 million Cantor units were converted into shares of BGC Class B common stock, subject to the terms and conditions of the Corporate Conversion Agreement, provided that a portion of the 64.0 million shares of BGC Class B common stock issued to Cantor will convert into BGC Class A common stock in the event that BGC Group does not issue at least $ 75.0 million in shares of BGC Class A or B common stock in connection with certain acquisition transactions prior to the seventh anniversary of the Corporate Conversion.

On October 6, 2025, Cantor purchased 8,973,721 shares of BGC Class B common stock held directly by Mr.

Howard Lutnick for a price per share of $ 9.2082 less $ 0.032 per share for the after-tax portion of paid and payable dividends declared after May 16, 2025 through October 6, 2025.

As of December 31, 2025, Cantor and CFGM did not own any shares of BGC Class A common stock.

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As of December 31, 2025 and 2024, the Company had $ 0.8 million and $ 4.0 million, respectively, in payables to Cantor related to open derivative contracts.

As of December 31, 2024 and 2023, the Company had $ 0.1 million and $ 0.8 million in receivables from Cantor related to fails and pending trades.

As of December 31, 2025, the Company had no receivables from or payables to Cantor related to fails and pending trades.

As of December 31, 2024, the Company had $ 0.1 million in receivables from and no payables to Cantor related to fails and pending trades.

Loans, Forgivable Loans and Other Receivables from Employees and Partners, Net

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As discussed in Note 7—“Stock Transactions and Unit Redemptions,” BGC Partners entered into the August 2022 Sales Agreement, and after the Corporate Conversion, BGC Group entered into the July 2023 Sales Agreement with CF&Co as the Company’s sales agent under the CEO Program.

During both the years ended December 31, 2024 and 2023, the Company did no t sell any shares of Class A common stock under its CEO Program.

During both the years ended December 31, 2025 and 2024, the Company did no t sell any shares of BGC Class A common stock under its CEO Program.

For the years ended December 31, 2025, 2024 and 2023, the Company was no t charged for services provided by CF&Co related to the CEO Program with CF&Co.

The net proceeds of any shares sold would be included as part of “Additional paid-in capital” in the Company’s Consolidated Statements of Financial Condition.

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

The Company has engaged CF&Co and its affiliates to act as financial advisors in connection with one or more third-party business combination transactions as requested by the Company on behalf of its affiliates from time to time on specified terms, conditions and fees.

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

In connection with this issuance of the BGC Partners 5.375 % Senior Notes, the Company recorded approximately $ 0.3 million in underwriting fees payable to CF&Co.

In connection with this issuance of the BGC Partners 5.375 % Senior Notes, the Company recorded $ 0.3 million in underwriting fees payable to CF&Co.

The Company also paid CF&Co an advisory fee of $ 0.2 million in connection with the issuance.

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In connection with this issuance of BGC Partners 3.750 % Senior Notes, the Company recorded $ 0.2 million in underwriting fees payable to CF&Co.

These fees were recorded as a direct reduction from the Notes payable and other borrowings in the Company’s Consolidated Statements of Financial Condition and are amortized as interest expense over the term of the notes.

These fees were recorded as a direct reduction from the Notes payable and other borrowings in the Company’s Consolidated Statements of Financial Condition and were amortized as interest expense over the term of the notes.

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

On June 11, 2020, BGC Partners’ Board of Directors and its Audit Committee authorized a debt repurchase program for the repurchase by the Company of up to $ 50.0 million of Company Debt Securities, and on July 1, 2023, BGC Group’s Board of Directors and its Audit Committee authorized a debt repurchase program for the repurchase by the Company of up to $ 50.0 million of Company Debt Securities.

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For additional information, see Note 17—“Notes Payable and Other Borrowings.”

On July 10, 2020, the Company issued an aggregate of $ 300.0 million principal amount of the BGC Partners 4.375 % Senior Notes.

On July 10, 2020, the Company issued an aggregate of $ 300.0 million principal amount of BGC Partners 4.375 % Senior Notes.

In connection with this issuance of BGC Partners 4.375 % Senior Notes, the Company recorded $ 0.2 million in underwriting fees payable to CF&Co.

Cantor purchased $ 14.5 million of such senior notes and tendered such notes in the Exchange Offer in exchange for an equivalent amount of BGC Group 4.375 % Senior Notes.

Cantor holds such BGC Group 4.375 % Senior Notes as of December 31, 2024.

On May 25, 2023, the Company issued an aggregate of $ 350.0 million principal amount of the BGC Partners 8.000 % Senior Notes.

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

Cantor received $ 14.5 million plus interest upon maturity of the BGC Group 4.375 % Senior Notes that it held.

On May 25, 2023, the Company issued an aggregate of $ 350.0 million principal amount of BGC Partners 8.000 % Senior Notes.

In connection with this issuance of BGC Partners 8.000 % Senior Notes, the Company paid $ 0.2 million in underwriting fees to CF&Co.

On June 10, 2024, the Company issued an aggregate of $ 500.0 million principal amount of the BGC Group 6.600 % Senior Notes.

On June 10, 2024, the Company issued an aggregate of $ 500.0 million principal amount of BGC Group 6.600 % Senior Notes.

In connection with this issuance of BGC Group 6.600 % Senior Notes, the Company paid $ 0.4 million in underwriting fees to CF&Co.

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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 April 2, 2025, the Company issued an aggregate of $ 700.0 million principal amount of BGC Group 6.150 % Senior Notes.

In connection with this issuance of BGC Group 6.150 % Senior Notes, the Company recorded $ 0.4 million in underwriting fees to CF&Co.

In connection with the issuance of the BGC Group 6.150 % Senior Notes, on April 2, 2025, the Company entered into a Registration Rights Agreement with the initial purchasers in the offering of the BGC Group 6.150 % Senior Notes, including CF&Co, pursuant to which the Company is obligated to file a registration statement with the SEC with respect to an offer to exchange the BGC Group 6.150 % Notes for a substantially identical issue of notes registered under the Securities Act and to complete such exchange offer prior to 365 days after April 2, 2025.

The exchange offer for the BGC Group 6.150 % Senior Notes expired on October 3, 2025, and the tendered BGC Group 6.150 % Senior Notes were exchanged for new registered notes.

Cantor Rights to Purchase Cantor Units from BGC Holdings

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If Cantor acquired any Cantor units as a result of the purchase or redemption by BGC Holdings of any FPUs, Cantor would be entitled to the benefits (including distributions) of such units it acquired from the date of termination or bankruptcy of the applicable Founding/Working Partner.

On May 17, 2022, Cantor purchased from BGC Holdings an aggregate of 427,494 Cantor units for an aggregate consideration of $ 841,010 as a result of the redemption of 427,494 FPUs, and 52,681 Cantor units for an aggregate consideration of $ 105,867 as a result of the exchange of 52,681 FPUs.

On October 25, 2022, Cantor purchased from BGC Holdings an aggregate of 275,833 Cantor units for an aggregate consideration of $ 397,196 as a result of the redemption of 275,833 FPUs, and 77,507 Cantor units for aggregate consideration of $ 142,613 as a result of the exchange of 77,507 FPUs.

On April 16, 2023, Cantor purchased from BGC Holdings an aggregate of 533,757 Cantor units for an aggregate consideration of $ 1,051,080 as a result of the redemption of 533,757 FPUs, and 85,775 Cantor units for an aggregate consideration of $ 173,154 as a result of the exchange of 85,775 FPUs.

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

As of December 31, 2024, there were no FPUs in BGC Holdings remaining.

As of December 31, 2025 and 2024, there were no FPUs in BGC Holdings remaining.

Cantor Aurel Revenue Sharing Agreement

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On December 12, 2024, Aurel and Cantor mutually terminated the revenue sharing agreement.

For the years ended December 31, 2024, 2023 and 2022, Aurel had no revenue or fees payable to Cantor attributable to SPAC Investment Banking Activities.

For the years ended December 31, 2025, 2024 and 2023, Aurel had no revenues or fees payable to Cantor attributable to SPAC Investment Banking Activities.

Any revenue or fees payable to Cantor attributable to SPAC Investment Banking Activities would be included as part of “Other revenues” and “Fees to related parties,” respectively, in the Company’s Consolidated Statements of Operations.

Transactions with Executive Officers and Directors

On October 3, 2025, Mr.

Stephen Merkel, the Company’s Chairman and General Counsel, sold 16,511 shares of BGC Class A common stock to the Company in a transaction exempt from the short-swing profits liability provisions of Section 16(b) of the Exchange Act, referred to here as an “exempt transaction,” pursuant to Rule 16b-3 under the Exchange Act.

The sale price per share of $ 9.21 was the closing price of a share of BGC Class A common stock on October 3, 2025.

The transaction was approved by the Audit Committee and was made pursuant to the Company’s Share Repurchase Authorization.

On July 30, 2025, the Company accelerated the vesting of 37,092 RSUs granted under the BGC Group Equity Plan to Mr.

Hauf, the Company’s Chief Financial Officer, which each represented a contingent right to receive one share of BGC Class A common stock, delivered less 12,849 shares withheld by the Company for taxes at $ 9.72 per share, in the amount of 24,243 net shares.

Additionally, on July 30, 2025, the Company accelerated the vesting of Mr.

Hauf’s RSU Tax Account awards in the amount of $ 125,000 .

The acceleration of the vesting of the RSUs, the withholding of shares for taxes and the acceleration of vesting of Mr.

Hauf’s RSU Tax Account awards were approved by the Compensation Committee.

On June 10, 2025, Mr.

Mbanefo, a member of the Company’s Board, sold 12,205 shares of BGC Class A common stock to the Company in an exempt transaction made pursuant to Rule 16b-3 under the Exchange Act.

The sale price per share of $ 9.75 was the closing price of a share of BGC Class A common stock on June 10, 2025.

The transaction was approved by the Audit Committee and was made pursuant to the Company’s Share Repurchase Authorization.

On March 4, 2025, Dr.

Bell, a member of the Company’s Board, sold 12,727 shares of BGC Class A common stock to the Company in an exempt transaction made pursuant to Rule 16b-3 under the Exchange Act.

The sale price per share of $ 9.35 was the closing price of a share of BGC Class A common stock on March 4, 2025.

The transaction was approved by the Audit Committee and was made pursuant to the Company’s Share Repurchase Authorization.

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.

Sean Windeatt.

In connection with this redemption, Mr.

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

Sean 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.

Sean Windeatt’s LLP status.

On August 8, 2024, Mr.

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

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

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

Richards, a member of the Company’s Board, sold 13,063 shares of BGC Class A common stock to the Company in an exempt transaction made pursuant to Rule 16b-3 under the Exchange Act.

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

The transaction was approved by the Audit and Compensation Committees and was made pursuant to the Company’s Share Repurchase Authorization.

On January 2, 2024, Mr.

Merkel, our Executive Vice President and General Counsel, sold 136,891 shares of Class A common stock to the Company.

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

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

Stephen Merkel sold 136,891 shares of BGC Class A common stock to the Company in an exempt transaction made pursuant to Rule 16b-3 under the Exchange Act.

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

The transaction was approved by the Audit and Compensation Committees and was made pursuant to the Company’s Share Repurchase Authorization.

On September 21, 2023, Mr.

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

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

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

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

The transaction was approved by the Audit Committee and the Compensation Committee and was made pursuant to the Company’s Share Repurchase Authorization.

On July 10, 2023 the Company approved accelerating the vesting of 720,509 of the Company’s RSUs held by Mr.

Sean 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.

Sean Windeatt.

Such RSUs and RSU Tax Account amount vested on July 12, 2023, and the total value of this transaction was approximately $ 3,986,600 .

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

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

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

The Compensation Committee granted Mr.

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

Sean 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.

Stephen 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.

Stephen 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 .

Stephen 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.

Stephen 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 .

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

Howard 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 .

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

Howard 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.

Stephen Merkel, on May 18, 2023 Mr.

Howard 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:

Howard 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 .

Howard 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.

Howard 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.

Howard Lutnick also exchanged his then-remaining 520,380 exchangeable PSUs for 520,380 shares of Class A common stock.

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

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On April 18, 2023, Dr.

Bell, a member of our Board, sold 21,786 shares of Class A common stock to the Company.

Linda Bell, a member of our Board, sold 21,786 shares of Class A common stock to the Company.

The sale price per share of $ 4.59 was the closing price of a share of Class A common stock on April 18, 2023.

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

On March 14, 2022, the Compensation Committee of BGC Partners approved the grant of exchange rights to Mr.

Windeatt with respect to 135,514 non-exchangeable BGC Holdings LPU-NEWs and 27,826 non-exchangeable PLPU-NEWs (at the average determination price of $ 4.84 per unit).

On August 11, 2022, the Company repurchased 135,514 exchangeable BGC Holdings LPU-NEWs held by Mr.

Windeatt at the price of $ 4.08 per unit, which was the closing price of the BGC Class A common stock on August 11, 2022, and redeemed 27,826 exchangeable PLPU-NEWs held by Mr.

Windeatt for $ 134,678 , less applicable taxes and withholdings.

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 .

Cantor Referral Fee

On October 30, 2024, the Audit Committee approved the receipt of a referral fee of $ 1.5 million paid to the Company by an affiliate of Cantor in connection with the introduction by certain of the Company’s brokers of a Cantor client to a Cantor affiliate.

Additionally, the Audit Committee approved attributing the entire referral fee to the individual brokers in the form of an award of the Company’s RSUs.

Transactions with Other Related Parties

Howard Lutnick’s Divestiture

On May 16, 2025, Mr.

Howard Lutnick, the U.S.

Secretary of Commerce and the Company’s former Chief Executive Officer and former Chairman of the Board, agreed to sell to the Company 16,452,850 shares of BGC Class A common stock beneficially owned by him, including (i) 5,616,612 shares held directly by Mr.

Howard Lutnick, (ii) 10,489,582 shares held in his personal asset trust, (iii) 8,908 shares held by the Howard Lutnick Family Trust, and (iv) 337,748 shares originating from retirement accounts, including certain shares held by Mr.

Howard Lutnick’s spouse.

The closing of the sale of the 16,115,102 shares held by him and the trusts occurred on May 19, 2025, and the closing of the sale of 337,748 shares held in retirement accounts occurred on October 6, 2025, immediately after the closing of the sale of the voting shares of CFGM by Mr.

Howard Lutnick described below.

The price per share for the sales of the Lutnicks’ BGC Class A common stock sold to the Company was $ 9.2082 , but the aggregate purchase price of the shares held in retirement accounts was reduced by $ 0.04 per share for any dividends on such shares of BGC Class A common stock paid to Mr.

Howard Lutnick and his spouse, in each case, between May 16, 2025 and October 6, 2025, as well as the after-tax portion of any declared but unpaid dividends on such shares of BGC Class A common stock with a record date prior to October 6, 2025 that were payable.

On October 6, 2025, Mr.

Howard Lutnick, the U.S.

Secretary of Commerce and the Company’s former Chief Executive Officer and former Chairman of the Company’s Board, completed his divestiture of his holdings in the Company in connection with his appointment as the U.S.

Secretary of Commerce.

Howard Lutnick no longer has any voting or dispositive power over any of the securities of the Company.

On October 6, 2025, the following transactions closed in connection with the previously announced divestiture:

• The purchase by the Purchaser Trusts from Mr.

Howard Lutnick, in his capacity as trustee of a trust, of all of the voting shares of CFGM, which is the managing general partner of Cantor, for an aggregate purchase price of $ 200,000 , using cash on hand at the Purchaser Trusts.

• The purchase by Cantor of 8,973,721 shares of BGC Class B common stock held directly by Mr.

Howard Lutnick for a price per share of $ 9.2082 , less $ 0.032 per share for the after-tax portion of paid and payable dividends to him, using cash on hand at Cantor, which represents all of the shares of BGC Class B common stock that had been held by him.

• The purchase by certain other trusts controlled by Mr.

Brandon Lutnick from Mr.

Howard Lutnick, in his capacity as trustee of certain trusts, of certain interests, including all outstanding equity interests in Tangible Benefits, LLC, a Delaware limited liability company, and KBCR Management Partners, LLC, a Delaware limited liability company, that each hold shares of the Company, for an aggregate purchase price of $ 13,096,795.70 , using cash on hand at the purchasing trusts.

• The repurchase described above by the Company of the 337,765 shares of BGC Class A common stock beneficially owned by Mr.

Howard Lutnick and originating from retirement accounts, including certain shares held by his spouse.

Each of the repurchases was made pursuant to the Company’s existing Share Repurchase Authorization approved by the Board and by the Audit Committee in October 2024, and the repurchase of these shares pursuant to such existing authorization was expressly approved by the Audit Committee in connection therewith.

Transactions with the Relief Fund

During the year ended December 31, 2015, the Company committed to make charitable contributions to the Cantor Fitzgerald Relief Fund in the amount of $ 40.0 million, which was included in “Other expenses” in the Company’s Consolidated Statements of Operations for the year ended December 31, 2015 and “Accounts payable, accrued and other liabilities” in the Company’s Consolidated Statements of Financial Condition.

The Company fully paid the $ 40.0 million commitment during the third quarter of 2022.

The Company had fully paid the $ 40.0 million commitment by the third quarter of 2022.

As of December 31, 2025 and 2024, the Company had an additional liability to the Cantor Fitzgerald Relief Fund and The Cantor Foundation (UK) for $ 17.3 million and $ 13.2 million, respectively, which included $ 11.5 million and $ 9.5 million of additional expense taken in September 2025 and 2024, respectively, above the original $ 40.0 million commitment.

Cantor Referral Fee

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.

Other Transactions

The Company was authorized to enter into loans, investments or other credit support arrangements for Aqua, an alternative electronic trading platform that offered new pools of block liquidity to the global equities markets;

such arrangements were proportionally and on the same terms as similar arrangements between Aqua and Cantor.

On each of February 15, 2022 and February 25, 2021, the Board and Audit Committee increased the authorized amount by an additional $ 1.0 million, to an aggregate of $ 21.2 million.

The Company had been further authorized to provide counterparty or similar guarantees on behalf of Aqua from time to time, provided that liability for any such guarantees, as well as similar guarantees provided by Cantor, would be shared proportionally with Cantor.

Aqua was 51 % owned by Cantor and 49 % owned by the Company.

The Company had also entered into a subordinated loan agreement with Aqua, whereby the Company loaned Aqua the principal sum of $ 1.0 million, and was recorded as part of “Receivables from related parties” in the Company’s Consolidated Statements of Financial Condition.

The scheduled maturity date on the subordinated loan was September 1, 2024.

The Company did not recognize any interest income on the subordinated loan subsequent to it being designated as a non-accrual loan in November 2022.

As of December 31, 2022, the Company wrote off $ 0.6 million of the subordinated loan, which was recorded as part of “Other expenses” on the Company ’ s Consolidated Statements of Operations.

During the fourth quarter of 2023, the Company received cash payment fully satisfying the remaining subordinated loan receivable of $ 0.4 million.

In December 2025, the Company agreed to pay Cantor $ 0.9 million in connection with a rent rebate related to Cantor’s exit from a shared office lease.

The Company periodically acts as an intermediary to administer payments on behalf of related parties.

Equity Method Investments and Investments Carried Under the Measurement Alternative

(in thousands) Percent Ownership 1

(dollar amounts in thousands)

Percent Ownership 1

December 31, 2025 December 31, 2024

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The Company’s share of the net gains or losses is reflected in “Gains (losses) on equity method investments” in the Company’s Consolidated Statements of Operations.

For the years ended December 31, 2024, 2023 and 2022, the Company did no t recognize impairment charges of existing equity method investments, however, it wrote off a portion of a subordinated loan to an equity method investee in the year ended December 31, 2022 (see “Investments in VIEs” within this note for more information).

During the years ended December 31, 2024, 2023 and 2022, the Company did no t sell any equity method investments.

For the years ended December 31, 2025, 2024 and 2023, the Company did not recognize impairment charges of existing equity method investments.

During the years ended December 31, 2025, 2024 and 2023, the Company did not sell any equity method investments.

Summarized financial information for the Company’s equity method investments is as follows (in thousands):

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Income before income taxes

$ 31,218 $ 45,105 $ 27,026

Statements of financial condition:

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These investments are accounted for using the measurement alternative in accordance with the guidance on recognition and measurement.

The carrying value of these investments as of both December 31, 2024 and 2023 was $ 0.2 million, and they are included in “Investments” in the Company’s Consolidated Statements of Financial Condition.

The Company did no t recognize any gains, losses, or impairments relating to investments carried under the measurement alternative for the years ended December 31, 2024, 2023 and 2022.

In addition, as of December 31, 2024 and 2023, the Company owns membership shares, which are included in “Other assets” in the Company’s Consolidated Statements of Financial Condition.

The carrying value of these investments as of December 31, 2025 and 2024 was $ 1.0 million and $ 0.2 million, respectively, and they are included in “Investments” in the Company’s Consolidated Statements of Financial Condition.

For the year ended December 31, 2025, the Company recorded impairment charges of $ 2.5 million, relating to an existing investment carried under the measurement alternative.

The impairment was recorded in “Other income (loss)” in the Company’s consolidated statements of operations.

The Company did not recognize any gains, losses, or impairments relating to investments carried under the measurement alternative for the years ended December 31, 2024 and 2023.

In addition, as of December 31, 2025 and 2024, the Company owned equity interests, which are included in “Other assets” in the Company’s Consolidated Statements of Financial Condition.

These equity investments are accounted for using the measurement alternative in accordance with the guidance on recognition and measurement.

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The Company recorded $ 7.8 million of unrealized gains, $ 37.2 million of unrealized gains, and $ 1.9 million of unrealized gains to reflect observable transactions for these shares during the years ended December 31, 2025, 2024, and 2023, respectively.

The unrealized gains (losses) are reflected in “Other income (loss)” in the Company’s Consolidated Statements of Operations.

The unrealized gains and losses are reflected in “Other income (loss)” in the Company’s Consolidated Statements of Operations.

Investments in VIEs

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$ 1,041 $ 1,041 $ 674 $ 674

__________________

1 The Company’s maximum exposure to loss with respect to its unconsolidated VIE includes the sum of its equity investments.

The Company has entered into a subordinated loan agreement with Aqua, whereby the Company agreed to lend the principal sum of $ 1.0 million.

The Company did not recognize any interest income on the subordinated loan subsequent to being designated as a non-accrual loan in November 2022.

As of December 31, 2022, the Company had written off $ 0.6 million of the subordinated loan, which was recorded as part of “Other expenses” on the Company’s Consolidated Statements of Operations.

As of December 31, 2023, the Company had received cash payment fully satisfying the remaining subordinated loan receivable of $ 0.4 million.

Consolidated VIE

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Balance at December 31, 2024 $ 540,290

Acquisitions 94,271

Disposal of business ( 5,891 )

Measurement period adjustments 18,697

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For additional information on Goodwill, see Note 4—“Acquisitions.”

The Company completed its annual goodwill impairment testing during the fourth quarters of 2024 and 2023, respectively, which did not result in any goodwill impairment.

The Company completed its annual goodwill impairment testing during the fourth quarters of 2025 and 2024 which did not result in any goodwill impairment.

See Note 3—“Summary of Significant Accounting Policies” for more information.

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Customer-related $ 399,885 $ 140,218 $ 259,667 11.3

Technology 23,997 23,997 — N/A

Technology 86,097 28,655 57,442 9.3

Noncompete agreements 21,816 21,507 309 1.4

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Domain name 454 — 454 N/A

Total indefinite life intangible assets 82,231 — 82,231 N/A

Total indefinite life intangible assets 82,698 — 82,698

Total $ 636,594 $ 208,644 $ 427,950

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Domain name 454 — 454 N/A

Total indefinite life intangible assets 82,253 — 82,253 N/A

Total indefinite life intangible assets 82,231 — 82,231

Total $ 416,931 $ 176,021 $ 240,910

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The Company completed its annual intangible impairment testing during the fourth quarter of 2025.

There were no impairment charges for the Company’s definite and indefinite life intangibles for the years ended December 31, 2024, 2023 and 2022.

There were no impairment charges recognized as a result of this annual impairment testing for the Company’s definite and indefinite life intangibles for the years ended December 31, 2025, 2024 and 2023.

See Note 3—“Summary of Significant Accounting Policies” for more information.

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Unsecured senior revolving credit agreement $ 237,686 $ 195,831

BGC Group 3.750 % Senior Notes due October 1, 2024

BGC Partners 3.750 % Senior Notes due October 1, 2024

BGC Group 4.375 % Senior Notes due December 15, 2025

287,462 286,729

BGC Partners 4.375 % Senior Notes due December 15, 2025

11,824 11,800

BGC Group 8.000 % Senior Notes due May 25, 2028

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BGC Group 6.600 % Senior Notes due June 10, 2029

496,548 495,546

BGC Group 6.150 % Senior Notes due April 2, 2030

Total Notes payable and other borrowings 1, 2

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______________________________________

1 The Company was in compliance with all debt covenants, as applicable, as of December 31, 2024 and December 31, 2023.

1 The Company was in compliance with all debt covenants, as applicable, as of December 31, 2025 and 2024.

2 Presented net of deferred financing costs, which are recorded in the Company ’ s Consolidated Statements of Financial Condition as a direct reduction of the Notes payable and other borrowings.

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and (iii) the registration rights agreement relating to the BGC Partners 8.000 % Senior Notes was terminated.

Issuance costs related to the Exchange Offer of $ 0.9 million are amortized as interest expense and the carrying value of the BGC Group 3.750 % Senior Notes, the BGC Group 4.375 % Senior Notes, and the BGC Group 8.000 % Senior Notes will accrete up to the face amount over the term of the notes.

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

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

Issuance costs related to the Exchange Offer of $ 0.9 million are amortized as interest expense and the carrying value of both the BGC Group 3.750 % Senior Notes and the BGC Group 4.375 % Senior Notes accreted, and the carrying value of the BGC Group 8.000 % Senior Notes will accrete, up to the face amount over the term of the notes.

Unsecured Senior Revolving Credit Agreement

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The average interest rate on the outstanding borrowings for the years ended December 31, 2025 and 2024 was 6.09 % and 6.99 %, respectively.

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

BGC Group did not record any interest expense related to the Revolving Credit Agreement for the year ended December 31, 2022.

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

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

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

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

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

The BGC Group Notes and BGC Partners Notes are recorded at amortized cost.

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Carrying Amount Fair Value Carrying Amount Fair Value

BGC Group 3.750 % Senior Notes due October 1, 2024

— — 254,814 249,722

BGC Partners 3.750 % Senior Notes due October 1, 2024

— — 44,383 43,464

BGC Group 4.375 % Senior Notes due December 15, 2025

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496,548 522,825 495,546 513,366

BGC Group 6.150 % Senior Notes due April 2, 2030

693,822 726,721 — —

Total $ 1,538,019 $ 1,623,468 $ 1,141,709 $ 1,182,143

The fair values of the BGC Group Notes and BGC Partners Notes were determined using observable market prices as these securities are traded, and based on whether they are deemed to be actively traded, the BGC Partners 5.375 % Senior Notes, the BGC Group 3.750 % Senior Notes, the BGC Partners 3.750 % Senior Notes, the BGC Group 4.375 % Senior Notes, the BGC Partners 4.375 % Senior Notes, the BGC Group 8.000 % Senior Notes, the BGC Partners 8.000 % Senior Notes, and the BGC Group 6.600 % Senior Notes are considered Level 2 within the fair value hierarchy.

The fair values of the BGC Group Notes and BGC Partners Notes were determined using observable market prices as these securities are traded, and based on whether they are deemed to be actively traded, the BGC Group 4.375 % Senior Notes, the BGC Partners 4.375 % Senior Notes, the BGC Group 8.000 % Senior Notes, the BGC Partners 8.000 % Senior Notes, the BGC Group 6.600 % Senior Notes and the BGC Group 6.150 % Senior Notes are considered Level 2 within the fair value hierarchy.

5.375 % Senior Notes

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On July 24, 2023, BGC Partners repaid the principal plus accrued interest on the BGC Partners 5.375 % Senior Notes.

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

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

3.750 % Senior Notes

On September 27, 2019, BGC Partners issued an aggregate of $ 300.0 million principal amount of BGC Partners 3.750 % Senior Notes.

The BGC Partners 3.750 % Senior Notes are general unsecured obligations of BGC Partners.

The BGC Partners 3.750 % Senior Notes were general unsecured obligations of BGC Partners.

The BGC Partners 3.750 % Senior Notes bore interest at a rate of 3.750 % per year, payable in cash on April 1 and October 1 of each year, commencing April 1, 2020.

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On October 1, 2024, BGC Group repaid the principal plus accrued interest on the BGC Group 3.750 % Senior Notes.

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

BGC Group did not record interest expense related to the BGC Group 3.750 % Senior Notes for the year ended December 31, 2025.

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

On October 1, 2024, BGC Partners repaid the principal plus accrued interest on the BGC Partners 3.750 % Senior Notes.

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

BGC Partners did not record interest expense related to the BGC Partners 3.750 % Senior Notes for the year ended December 31, 2025.

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

4.375 % Senior Notes

On July 10, 2020, BGC Partners issued an aggregate of $ 300.0 million principal amount of BGC Partners 4.375 % Senior Notes.

The BGC Partners 4.375 % Senior Notes are general unsecured obligations of BGC Partners.

The BGC Partners 4.375 % Senior Notes bear interest at a rate of 4.375 % per year, payable in cash on June 15 and December 15 of each year, commencing December 15, 2020.

The BGC Partners 4.375 % Senior Notes will mature on December 15, 2025.

BGC Partners may redeem some or all of the BGC Partners 4.375 % Senior Notes at any time or from time to time for cash at certain “make-whole” redemption prices (as set forth in the supplemental indenture governing the BGC Partners 4.375 % Senior Notes).

The BGC Partners 4.375 % Senior Notes were general unsecured obligations of BGC Partners.

The BGC Partners 4.375 % Senior Notes bore interest at a rate of 4.375 % per year, payable in cash on June 15 and December 15 of each year, commencing December 15, 2020.

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

BGC Partners was able to redeem some or all of the BGC Partners 4.375 % Senior Notes at any time or from time to time for cash at certain “make-whole” redemption prices (as set forth in the supplemental indenture governing the BGC Partners 4.375 % Senior Notes).

The initial carrying value of the BGC Partners 4.375 % Senior Notes was $ 296.8 million, net of discount and debt issuance costs of $ 3.2 million.

The issuance costs are amortized as interest expense and the carrying value of the BGC Partners 4.375 % Senior Notes will accrete up to the face amount over the term of the notes.

The issuance costs were amortized as interest expense and the carrying value of the BGC Partners 4.375 % Senior Notes accreted up to the face amount over the term of the notes.

As discussed above, on October 6, 2023, pursuant to the Exchange Offer, $ 288.2 million aggregate principal amount of BGC Partners 4.375 % Senior Notes were exchanged for BGC Group 4.375 % Senior Notes and subsequently cancelled, and certain amendments to the indenture and supplemental indenture governing the BGC Partners 4.375 % Senior Notes became effective.

The BGC Group 4.375 % Senior Notes will mature on December 15, 2025 and bear interest at a rate of 4.375 % per year, payable in cash on June 15 and December 15 of each year, commencing December 15, 2023.

BGC Group may redeem some or all of the BGC Group 4.375 % Senior Notes at any time or from time to time for cash at certain “make-whole” redemption prices (as set forth in the supplemental indenture related to the BGC Group 4.375 % Senior Notes).

If a “Change of Control Triggering Event” (as defined in the supplemental indenture related to the BGC Group 4.375 % Senior Notes) occurs, holders may require BGC Group to purchase all or a portion of their notes for cash at a price equal to 101 % of the principal amount of the notes to be purchased plus any accrued and unpaid interest to, but excluding, the purchase date.

The BGC Group 4.375 % Senior Notes matured on December 15, 2025 and bore interest at a rate of 4.375 % per year, payable in cash on June 15 and December 15 of each year, commencing December 15, 2023.

BGC Group was able to redeem some or all of the BGC Group 4.375 % Senior Notes at any time or from time to time for cash at certain “make-whole” redemption prices (as set forth in the supplemental indenture related to the BGC Group 4.375 % Senior Notes).

If a “Change of Control Triggering Event” (as defined in the supplemental indenture related to the BGC Group 4.375 % Senior Notes) occurred, holders could have required BGC Group to purchase all or a portion of their notes for cash at a price equal to 101 % of the principal amount of the notes to be purchased plus any accrued and unpaid interest to, but excluding, the purchase date.

Following the closing of the Exchange Offer, $ 11.8 million aggregate principal amount of BGC Partners 4.375 % Senior Notes remained outstanding.

Cantor participated in the Exchange Offer, and currently holds $ 14.5 million aggregate principal amount of BGC Group 4.375 % Senior Notes.

The carrying value of the BGC Group 4.375 % Senior Notes was $ 287.5 million as of December 31, 2024.

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

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

The carrying value of the BGC Partners 4.375 % Senior Notes was $ 11.8 million as of December 31, 2024.

Cantor participated in the Exchange Offer, and held $ 14.5 million aggregate principal amount of BGC Group 4.375 % Senior Notes upon maturity.

On December 15, 2025, BGC Group repaid the principal plus accrued interest on the BGC Group 4.375 % Senior Notes.

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 for the years ended December 31, 2025, 2024 and 2023, respectively.

On December 15, 2025, BGC Partners repaid the principal plus accrued interest on the BGC Partners 4.375 % Senior Notes.

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 for the years ended December 31, 2025, 2024 and 2023, respectively.

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The carrying value of the BGC Group 8.000 % Senior Notes was $ 345.4 million as of December 31, 2025.

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

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 for the years ended December 31, 2025, 2024 and 2023, respectively.

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

The carrying value of the BGC Partners 8.000 % Senior Notes was $ 2.3 million as of December 31, 2025.

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

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 for the years ended December 31, 2025, 2024 and 2023, respectively.

6.600 % Senior Notes

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The Company may redeem some or all of the BGC Group 6.600 % Senior Notes at any time or from time to time for cash at certain “make-whole” redemption prices (as set forth in the supplemental indenture governing the BGC Group 6.600 % Senior Notes).

If a “Change of Control Triggering Event” (as defined in the supplemental indenture related to the BGC Group 6.600 % Senior Notes) occurs, holders may require BGC Group to purchase all or a portion of their notes for cash at a price equal to 101 % of the principal amount of the notes to be purchased plus any accrued and unpaid interest to, but excluding, the purchase date.

The initial carrying value of the BGC Group 6.600 % Senior Notes was $ 495.0 million, net of discount and debt issuance costs of $ 5.0 million.

The issuance costs are amortized as interest expense and the carrying value of the BGC Group 6.600 % Senior Notes will accrete up to the face amount over the term of the notes.

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

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

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

The carrying value of the BGC Group 6.600 % Senior Notes was $ 496.5 million as of December 31, 2025.

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

6.150 % Senior Notes

On April 2, 2025, the Company issued an aggregate of $ 700.0 million principal amount of BGC Group 6.150 % Senior Notes.

The BGC Group 6.150 % Senior Notes are general unsecured obligations of BGC Group.

The BGC Group 6.150 % Senior Notes bear interest at a rate of 6.150 % per year, payable in cash on April 2 and October 2 of each year, commencing October 2, 2025.

The BGC Group 6.150 % Senior Notes will mature on April 2, 2030.

The Company may redeem some or all of the BGC Group 6.150 % Senior Notes at any time or from time to time for cash at certain “make-whole” redemption prices (as set forth in the supplemental indenture governing the BGC Group 6.150 % Senior Notes).

If a “Change of Control Triggering Event” (as defined in the supplemental indenture related to the BGC Group 6.150 % Senior Notes) occurs, holders may require BGC Group to purchase all or a portion of their notes for cash at a price equal to 101 % of the principal amount of the notes to be purchased plus any accrued and unpaid interest to, but excluding, the purchase date.

The initial carrying value of the BGC Group 6.150 % Senior Notes was $ 692.7 million, net of discount and debt issuance costs of $ 7.3 million.

The issuance costs are amortized as interest expense and the carrying value of the BGC Group 6.150 % Senior Notes will accrete up to the face amount over the term of the notes.

The carrying value of the BGC Group 6.150 % Senior Notes was $ 693.8 million as of December 31, 2025.

BGC Group 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 no t record any interest expense related to this secured loan arrangement for the year ended December 31, 2024.

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

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.

This arrangement incurred interest at a fixed rate of 3.89 % and matured on April 19, 2023, at which point the loan was repaid in full;

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

BGC Partners did no t record any interest expense related to this secured loan arrangement for the year ended December 31, 2024.

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

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 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.

Short-Term Borrowings

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

BGC Partners did no t record any interest expense related to the agreement during the year ended December 31, 2024.

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

BGC Partners did not record any interest expense related to the agreement during 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).

This agreement is renewable every 90 days and the next maturity date is February 17, 2025.

This agreement is renewable every 90 days and the next maturity date is January 30, 2026.

The agreement bears a fee of 1.32 % per year.

1 unchanged sentence

BGC Partners recorded bank fees related to the agreement of $ 0.2 million, $ 0.2 million, and $ 0.2 million for each of the years ended December 31, 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.

As of December 31, 2024 and 2023, there were no borrowings outstanding under the agreement.

Borrowings under this agreement bore interest at the Brazilian Interbank offering rate plus 3.66 %.

BGC Partners recorded interest expense related to the agreement of $ 0.2 million for the year ended December 31, 2022.

BGC Credit Agreement with Cantor

On November 12, 2025, the Company borrowed $ 20.0 million from Cantor under the BGC Credit Agreement.

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

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

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

On March 12, 2024, the Company borrowed $ 275.0 million from Cantor under the BGC Credit Agreement.

On April 1, 2024, the outstanding balance of $ 275.0 million was repaid in its entirety.

There were no borrowings by the Company under the BGC Credit Agreement as of December 31, 2024.

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

The Company did no t record any interest expense related to the BGC Credit Agreement during the years ended December 31, 2023 and 2022.

The Company did no t record any interest expense related to the BGC Credit Agreement during the year ended December 31, 2023.

See Note 13—“Related Party Transactions” for additional information related to these transactions.

Market-Making Registration Statements

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, the Company filed a resale registration statement on Form S-3 pursuant to which CF&Co could make offers and sales of the BGC Group 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, 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, 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 other of the Company’s other affiliates, has any obligation to make a market in the Company’s securities, and CF&Co or any such other affiliate may discontinue market-making activities at any time without notice.

The Compensation Committee may grant various equity-based awards, including RSUs, restricted stock, stock options, LPUs (prior to the Corporate Conversion) and shares of BGC Class A common stock.

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Limited Partnership Units

A summary of the activity associated with LPUs held by BGC employees is as follows (in thousands):

A summary of the activity associated with Newmark Holdings LPUs held by BGC employees is as follows (in thousands):

Balance at December 31, 2022 110,348 9,351

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Balance at December 31, 2023 — 8,779

Granted 9,688 —

Redeemed/exchanged units — ( 5,342 )

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The compensation expenses under GAAP related to the limited partnership interests are based on the company where the partner is employed.

Therefore, compensation expenses related to the limited partnership interests of both BGC Holdings and Newmark Holdings that are held by BGC employees are recognized by BGC.

Therefore, compensation expenses related to the limited partnership interests of both BGC Holdings (prior to the Corporate Conversion) and Newmark Holdings that are held by BGC employees are recognized by BGC.

The BGC Holdings limited partnership interests held by Newmark employees could have been included in the BGC share count and the Newmark Holdings limited partnership interests held by BGC employees may be included in the Newmark share count, if applicable.

There were no limited partnership interests in BGC Holdings remaining upon the completion of the Corporate Conversion, and therefore, there was no compensation expense related to limited partnership interest in BGC Holdings recognized by BGC subsequent to the Corporate Conversion.

A summary of Newmark Holdings LPUs held by BGC employees is as follows (in thousands):

A summary of the Newmark Holdings LPUs held by BGC employees as of December 31, 2025 is as follows (in thousands):

Regular Units 1,434

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Issuance of common stock and grants of exchangeability $ 143,329 $ 184,667 $ 171,646

Prior to the Corporate Conversion, BGC LPUs held by BGC employees had become exchangeable or were redeemed for BGC Class A common stock on a one -for-one basis.

Prior to the Corporate Conversion, BGC Holdings LPUs held by BGC employees had become exchangeable or were redeemed for BGC Class A common stock on a one -for-one basis.

Newmark LPUs held by BGC employees may become exchangeable or redeemed for a number of shares of Newmark Class A common stock equal to the number of limited partnership interests multiplied by the current Exchange Ratio.

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Subsequent to the Corporate Conversion, BGC may issue BGC Class A common stock and record compensation expense for the grant date fair value of the shares issued.

For the years ended December 31, 2024 and 2023, BGC issued 8.7 million and 2.2 million of net shares of BGC Class A common stock to BGC employees, and withheld shares of BGC Class A common stock valued at $ 41.0 million and $ 3.9 million to pay taxes due at the time of issuance, respectively.

For the years ended December 31, 2025, 2024 and 2023, BGC issued 10.0 million, 8.7 million and 2.2 million of net shares of BGC Class A common stock to BGC employees, and withheld shares of BGC Class A common stock valued at $ 45.3 million, $ 41.0 million and $ 3.9 million to pay taxes due at the time of issuance, respectively.

LPU Amortization

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As of both December 31, 2025 and 2024, there were no outstanding LPUs held by BGC employees with a stated vesting schedule that did not receive quarterly allocations of net income.

Compensation expense related to LPUs held by BGC employees with a post-termination pay-out amount, such as REUs, and/or a stated vesting schedule was recognized over the stated service period.

Compensation expense related to LPUs held by BGC employees with a post-termination pay-out amount, such as REUs, and/or a stated vesting schedule is recognized over the stated service period.

These LPUs generally vested between two and five years from the date of grant.

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RSU amortization $ 163,565 $ 101,673 $ 79,960

A summary of the activity associated with RSUs held by BGC employees and directors is as follows (RSUs and fair value amount in thousands):

RSUs Weighted- Average Grant Date Fair Value Fair Value Amount Weighted- Average Remaining Contractual Term (Years)

A summary of the activity associated with RSUs held by BGC employees and directors is as follows (RSUs and fair value amount in thousands, except for per share amounts and weighted-average term):

RSUs Weighted- Average Grant Date Fair Value Per Share

Fair Value Amount Weighted- Average Remaining Contractual Term (Years)

Balance at December 31, 2022 12,046 $ 4.11 $ 49,486 2.42

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The fair value of RSUs held by BGC employees and directors is based on the market value of BGC Class A common stock on the grant date and adjusted as appropriate based upon the award’s ineligibility to receive dividends.

As of December 31, 2024 and 2023, 22.9 million and 26.3 million RSUs of the total outstanding were eligible to receive dividends.

As of December 31, 2025 and 2024, 21.6 million and 22.9 million, respectively, RSUs of the total outstanding were eligible to receive dividends.

The compensation expense is recognized ratably over the vesting period, taking into effect estimated forfeitures or accelerations of vestings.

The Company uses historical data, including historical forfeitures and turnover rates, to estimate expected forfeiture rates for both employee and director RSUs.

Each RSU is settled in one share of Class A common stock upon completion of the vesting period and conditions.

For the RSUs that vested during the years ended December 31, 2024 and 2023, the Company withheld shares of BGC Class A common stock valued at $ 27.8 million and $ 11.5 million, respectively, to pay taxes due at the time of vesting.

Each RSU is settled in one share of BGC Class A common stock upon completion of the vesting period and conditions.

For the RSUs that vested during the years ended December 31, 2025, 2024 and 2023, the Company withheld shares of BGC Class A common stock valued at $ 37.6 million, $ 27.8 million and $ 11.5 million, respectively, to pay taxes due at the time of vesting.

As of December 31, 2025 and 2024, there was approximately $ 276.9 million and $ 230.1 million, respectively, of total unrecognized compensation expense related to unvested RSUs held by BGC employees and directors that is expected to be recognized over a weighted-average period of 3.84 years and 4.58 years, respectively.

In relation to the Corporate Conversion, the Company granted in total $ 123.1 million of RSU Tax Accounts.

During the years ended December 31, 2024 and 2023, $ 17.6 million and $ 27.7 million, respectively, of RSU Tax Accounts vested to pay taxes due at the time for certain related RSU vestings.

The total vesting-date fair value of RSUs was $ 128.9 million, $ 112.2 million, and $ 80.4 million for the years ended December 31, 2025, 2024 and 2023, respectively.

In relation to the Corporate Conversion, the Company granted $ 49.2 million and $ 74.0 million of RSU Tax Accounts as of June 30, 2023 and July 1, 2023, respectively.

During the years ended December 31, 2025 2024 and 2023, $ 12.2 million, $ 17.6 million and $ 27.7 million, respectively, of RSU Tax Accounts vested to pay taxes due at the time for certain related RSU vestings.

As of December 31, 2025 and 2024, there was approximately $ 53.2 million and $ 70.0 million of total unrecognized compensation expense related to unvested RSU Tax Accounts held by BGC employees that is expected to be recognized over a weighted-average period of 6.44 years and 7.98 years, respectively.

The compensation expense related to the RSU Tax Accounts amortization held by BGC employees was $ 21.6 million and $ 31.9 million for the years ended December 31, 2024 and 2023, respectively.

The compensation expense related to the RSU Tax Accounts amortization held by BGC employees was $ 14.8 million, $ 21.6 million and $ 31.9 million for the years ended December 31, 2025, 2024 and 2023, respectively.

On February 5, 2025, the Company accelerated the vesting of 1.3 million of Mr.

Howard Lutnick’s RSUs granted under the BGC Group Equity Plan, which each represented a contingent right to receive one share of BGC Class A common stock, and delivered, less 0.7 million shares withheld by the Company for taxes at $ 9.38 per share, 0.6 million 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, and the related party transaction resulted in a $ 11.0 million compensation expense for the twelve months ended December 31, 2025.

In connection with certain of its acquisitions, the Company has granted certain contingent share obligations and RSUs, and other deferred compensation awards.

As of December 31, 2025 and 2024, the aggregate estimated fair value of acquisition-related contingent share obligations and RSUs was $ 15.7 million and $ 14.7 million, respectively.

As of December 31, 2024 and 2023, the aggregate estimated fair value of the deferred compensation awards was nil and $ 0.6 million, respectively.

As of both December 31, 2025 and 2024, the aggregate estimated fair value of the deferred compensation awards was nil .

The liability for such acquisition-related contingent share obligations and RSUs is included in “Accounts payable, accrued and other liabilities” on the Company’s Consolidated Statements of Financial Condition.

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During the years ended December 31, 2025 and 2024, approximately 0.1 million and 0.3 million, respectively, BGC or Newmark restricted shares held by BGC employees were forfeited in connection with this provision.

During the years ended December 31, 2024 and 2023, the Company released the restrictions with respect to nil and 2.3 million, respectively, of such BGC shares held by BGC employees.

As of December 31, 2024 and 2023, there were nil and 0.1 million, respectively, of such restricted BGC shares held by BGC employees outstanding, respectively.

During the years ended December 31, 2024 and 2023, Newmark released the restrictions with respect to nil and 1.0 million, respectively, of restricted Newmark shares held by BGC employees.

During both the years ended December 31, 2025 and 2024, the Company released the restrictions with respect to nil of such BGC shares held by BGC employees.

As of both December 31, 2025 and 2024, there were nil of such restricted BGC shares held by BGC employees outstanding, respectively.

During both the years ended December 31, 2025 and 2024, Newmark did not release restrictions on any restricted Newmark shares held by BGC employees.

As of both December 31, 2025 and 2024, there were no restricted Newmark shares held by BGC employees outstanding.

5 unchanged sentences

Each restricted stock award is settled in one share of Class A common stock upon completion of the vesting period and conditions.

The compensation expense related to the restricted stock amortization on these awards held by BGC employees was $ 57.0 million and $ 24.7 million for the years ended December 31, 2024 and 2023, respectively.

The compensation expense related to the restricted stock amortization on these awards held by BGC employees was $ 5.4 million, $ 57.0 million and $ 24.7 million for the years ended December 31, 2025, 2024 and 2023, respectively.

The compensation expense related to restricted stock includes the acceleration of approximately 4.5 million restricted stock awards of a former BGC executive officer, who is still employed by the Company, which resulted in a $ 27.1 million compensation expense for the year ended 2024.

1 unchanged sentence

As of December 31, 2025 and 2024, there was approximately $ 0.5 million and $ 5.8 million of total unrecognized compensation expense related to unvested restricted stock awards held by BGC employees that is expected to be recognized over a weighted-average period of 6.37 years and 0.59 years, respectively.

A summary of the activity associated with these restricted stock awards held by BGC employees is as follows (shares of restricted stock and dollars in thousands):

The total vesting-date fair value of the restricted stock awards was $ 61.7 million, $ 168.4 million, and $ 44.0 million for the years ended December 31, 2025, 2024 and 2023, respectively.

A summary of the activity associated with these restricted stock awards held by BGC employees is as follows (shares of restricted stock and fair value in thousands, except for per share amounts and weighted-average term):

Restricted Stock

Value Fair Value

Value Per Share

Amount Weighted-

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Balance at December 31, 2024 7,304 $ 4.81 $ 35,119 0.59

Granted — — —

Delivered ( 6,750 ) 4.82 ( 32,542 )

Forfeited ( 248 ) 4.92 ( 1,221 )

Balance at December 31, 2025 306 $ 4.43 $ 1,356 6.37

Commitments, Contingencies and Guarantees

2 unchanged sentences

Total Less Than 1 Year 1-3 Years 3-5 Years More Than 5 Years

Debt and collateralized borrowings 1

Notes payable and other borrowings 1

$ 1,789,500 $ 240,000 $ — $ 1,549,500 $ —

3 unchanged sentences

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

3 unchanged sentences

_______________________________________

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 and are presented net of sublease payments to be received.

As of December 31, 2024, there were no sublease payments to be received over the life of the agreements.

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.

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.

5 unchanged sentences

The amount payable each year reflects an estimate of future Charity Day obligations.

The Company is obligated for minimum rental payments under various non-cancelable operating leases, principally for office space, expiring at various dates through 2039.

The Company is obligated for minimum rental payments under various non-cancelable operating leases, principally for office space, data centers, and office equipment, expiring at various dates through 2044.

Certain of the leases contain escalation clauses that require payment of additional rent to the extent of increases in certain operating or other costs.

10 unchanged sentences

The lease obligations shown above are presented net of payments to be received under a non-cancelable sublease.

There are no sublease payments to be received over the life of the agreement.

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.

In addition to the above obligations under non-cancelable operating leases, the Company is also obligated to Cantor for rental payments under Cantor’s various non-cancelable leases with third parties, principally for office space and computer equipment, expiring at various dates through 2044.

9 unchanged sentences

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

The Company did not issue contingent shares of BGC Class A common stock or contingent cash consideration for acquisitions during 2025.

The Company issued 1.6 million contingent shares of BGC Class A common stock and $ 5.0 million for acquisitions during 2024.

The Company issued 1.2 million contingent shares of BGC Class A common stock and $ 8.0 million for acquisitions during 2023.

During the year ended December 31, 2024, the contingent cash consideration increased by approximately $ 0.2 million to $ 15.3 million in cash that may be paid due to an increase in probability of payout.

During the year ended December 31, 2023, the contingent cash consideration increased by approximately $ 0.6 million to $ 15.1 million in cash that may be paid due to an increase in probability of payout.

During the year ended December 31, 2025, the contingent cash consideration that may be paid increased by approximately $ 1.9 million due to an increase in probability of payout, partially offset by $ 2.0 million of contingent cash consideration paid during the year, resulting in a balance of $ 7.0 million as of December 31, 2025.

During the year ended December 31, 2024, the contingent cash consideration that may be paid increased by approximately $ 0.2 million due to an increase in probability of payout, partially offset by $ 1.0 million of contingent cash consideration during the year 2024.

As of December 31, 2025, the Company has issued 2.4 million shares of its Class A common stock, 0.2 million RSUs and paid $ 56.4 million in cash related to contingent payments for acquisitions completed since 2016.

As of December 31, 2024, 2.6 million shares of the Company’s Class A common stock remain to be issued, and $ 7.1 million in cash remains to be paid, net of forfeitures and other adjustments, if the targets are met.

As of December 31, 2025, there are 2.1 million shares of the Company’s 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 the Company’s computation of basic EPS, as well as 1.8 million shares of the Company’s 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.

The Company’s contingent considerations are classified as Level 3 liabilities.

29 unchanged sentences

For the years ended December 31, 2025 and 2024, the Company did no t incur losses on any FDIC insured cash accounts.

During the years ended December 31, 2024 and 2023, the Company reserved $ 4.0 million and $ 9.0 million, respectively, in connection with potential losses associated with Russia’s Invasion of Ukraine, which is included in “Other expenses” in the Company’s Consolidated Statements of Operations, and which was recorded as part of the CECL reserve (see Note 25—“Current Expected Credit Losses (CECL)” for additional information).

During the years ended December 31, 2025 and 2024, the Company 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, which is included in “Other expenses” in the Company’s Consolidated Statements of Operations, and which was recorded as part of the CECL reserve (see Note 25—“Current Expected Credit Losses (CECL)” for additional information).

The Company is self-insured for health care claims, up to a stop-loss amount for eligible participating employees and qualified dependents in the U.S., subject to deductibles and limitations.

20 unchanged sentences

Foreign 79,309 95,149 54,787

UBT — 373 ( 390 )

82,247 119,669 79,490

8 unchanged sentences

The Company had pre-tax income (loss) from foreign operations of $ 690.1 million, $ 316.3 million and $ 441.6 million for the years ended December 31, 2025, 2024 and 2023, respectively.

Differences between the Company’s actual income tax expense and the amount calculated utilizing the U.S.

federal statutory rates were as follows (in thousands):

The following table reconciles the U.S.

federal statutory income tax rate to the Company’s effective tax rate for the year ended December 31, 2025:

Year Ended December 31, 2025

Federal statutory tax rate

$ 44,923 21.0 %

Domestic state and local income taxes, net of federal income tax effect 1

Foreign tax effects

Australia ( 2,867 ) ( 1.3 )

Japan 2,720 1.3

United Arab Emirates

Rate differential

( 4,721 ) ( 2.2 )

Pillar 2 3,215 1.5

Other ( 789 ) ( 0.4 )

United Kingdom

Rate differential

Meals and entertainment

Non-taxable gain

( 8,085 ) ( 3.8 )

Partnership income/(loss)

( 10,431 ) ( 4.9 )

Impact of RSU windfall

( 3,534 ) ( 1.7 )

Other ( 1,187 ) ( 0.6 )

Other foreign jurisdictions

Effect of cross-border tax laws

Foreign branch taxes, net of tax credits 13,010 6.1

GILTI, net of credits 7,827 3.7

Subpart F, net of credits - prior year

( 12,659 ) ( 5.9 )

( 1,442 ) ( 0.7 )

Nontaxable and nondeductible items

Non-controlling interest 2,376 1.1

Meals and entertainment

Section 162(m)

Other 1,743 0.8

Worldwide changes in unrecognized tax benefits ( 2,801 ) ( 1.3 )

Impact of RSU windfall

( 3,552 ) ( 1.7 )

Total $ 67,208 31.4 %

____________________________

1 State and local income taxes in New York State and New York City made up the majority (greater than 50%) of the tax effect in this category.

Differences between the Company’s actual income tax expense and the amount calculated utilizing the U.S.

federal statutory rates for the years ended December 31, 2024 and December 31, 2023, were as follows (in thousands):

Year Ended December 31,

Tax expense at federal statutory rate $ 36,360 $ 12,207

1 unchanged sentence

Incremental impact of foreign taxes compared to federal tax rate

5,847 3,838 8,122

Other permanent differences 7,001 3,054

4 unchanged sentences

Impact of Corporate Conversion

— ( 12,446 ) —

Uncertain tax positions 304 ( 797 )

4 unchanged sentences

Impact of RSU Windfall ( 4,433 ) ( 1,700 )

AFS MTM — U.S.

GAAP Adjustment 1

Other — ( 22 )

Provision for income taxes $ 49,915 $ 18,934

_______________________________________

1 Available for sale securities mark-to-market — U.S.

GAAP Adjustment

As of December 31, 2025, the Company’s intention is to permanently reinvest undistributed foreign pre-tax earnings in the Company’s foreign operations.

22 unchanged sentences

Depreciation and amortization 51,921 —

Other deferred and accrued expenses 13,247 —

Total deferred tax liability 1

14 unchanged sentences

GAAP guidance, Accounting for Uncertainty in Income Taxes , the Company provides for uncertain tax positions as a component of income tax expense based upon management’s assessment of whether a tax benefit is more likely than not to be sustained upon examination by tax authorities.

The Company recognizes interest and penalties related to unrecognized tax benefits in “Provision (benefit) for income taxes” in the Company’s Consolidated Statements of Operations.

A reconciliation of the beginning to the ending amounts of gross unrecognized tax benefits for the years ended December 31, 2025 and 2024 is as follows (in thousands):

19 unchanged sentences

As of December 31, 2025, the Company had accrued $ 4.6 million for income tax-related interest and penalties of which $ 0.5 million was accrued during 2025.

Cash tax payments, net of refunds, for the year ended December 31, 2025, were as follows (in thousands):

Year Ended December 31,

New York State

New York City

United Kingdom

Other foreign

Total foreign

Total cash payments, net of refunds

Regulatory Requirements

4 unchanged sentences

As of December 31, 2025, the Company’s U.S.

subsidiaries had net capital in excess of their minimum capital requirements.

subsidiaries had aggregate net capital in excess of their minimum capital requirements.

and European subsidiaries of the Company are regulated by their national regulators, which include the FCA and L’Autorité des Marchés Financiers and must maintain financial resources (as defined by their national regulators) in excess of the total financial requirement (as defined by their national regulators).

As of December 31, 2025, the U.K.

and European subsidiaries had financial resources in excess of their requirements.

and European subsidiaries had aggregate financial resources in excess of their requirements.

Certain other subsidiaries of the Company are subject to regulatory and other requirements of the jurisdictions in which they operate.

9 unchanged sentences

BGC also delivers a wide range of services, including trade execution, brokerage, clearing, post-trade, information, consulting, and other back-office services to a broad range of financial and non-financial institutions.

As of December 31, 2024, the Company has identified the Chairman of the Board and Chief Executive Officer as the Chief Operating Decision Maker (“CODM”).

The Company’s Chief Operating Decision Maker (CODM) is its Co-Chief Executive Officers.

Consolidated net income (loss) is the measure of segment profit (loss) most consistent with U.S.

GAAP that is regularly reviewed by the CODM.

GAAP that is regularly reviewed by the CODM to assess financial performance and allocate resources.

In evaluating performance and making operating decisions, the CODM reviews Consolidated net income (loss) to set budgets, evaluate margins, review actual results, and make decisions regarding reinvestment in the business, acquisitions, dividends, and other capital deployment activities.

The Company’s business is based on the products and services provided and reflects the manner in which financial information is evaluated by the CODM.

4 unchanged sentences

2025 2024 2023

Rates $ 686,342 $ 610,451 $ 549,503

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

Rates 794,204 686,342 610,451

428,000 355,833 314,706

42 unchanged sentences

revenues for the years ended December 31, 2025, 2024, and 2023 were $ 986.5 million, $ 752.6 million, and $ 652.9 million, respectively.

Information regarding long-lived assets (defined as loans, forgivable loans and other receivables from employees and partners, net;

Information regarding long-lived assets (defined as:

loans, forgivable loans and other receivables from employees and partners, net;

fixed assets, net;

38 unchanged sentences

Alternatively, when payment precedes the provision of the related services, the Company records deferred revenue until the performance obligations are satisfied.

The Company had receivables related to revenues from contracts with customers of $ 324.2 million and $ 314.8 million at December 31, 2024 and December 31, 2023, respectively.

The Company had no impairments related to these receivables during the years ended December 31, 2024 and 2023.

The Company had receivables related to revenues from contracts with customers of $ 482.0 million and $ 324.2 million at December 31, 2025 and 2024, respectively.

The Company performs quarterly reviews of its receivables from contracts with customers for credit impairment.

Refer to Note 25—“Current Expected Credit Losses (CECL)” for additional information.

The Company’s deferred revenue primarily relates to customers paying in advance or billed in advance where the performance obligation has not yet been satisfied.

10 unchanged sentences

The Company measures its lease payments by including fixed rental payments and, where relevant, variable rental payments tied to an index, such as the Consumer Price Index.

Payments for leases in place before the date of adoption of ASC 842, Leases were determined based on previous leases guidance.

Payments for leases in place before the date of adoption of ASC 842, Leases, were determined based on previous lease guidance.

The Company recognizes lease expense for its operating leases on a straight-line basis over the lease term and variable lease expense not included in the lease payment measurement is recognized as incurred.

13 unchanged sentences

The value of these commitments is not material to the Company’s Consolidated Financial Statements.

As of December 31, 2024, the Company did not have any leases that have not yet commenced but that create significant rights and obligations.

The Company has entered into a lease agreement for office space that has not yet commenced and for which the Company has significant involvement in the design and construction of the underlying asset.

Lease commencement will occur when the Company obtains control of the leased premises.

The Company has evaluated this arrangement under ASC 842 and considered the guidance in ASC 450, Contingencies .

Based on this evaluation, management concluded that no lease assets or liabilities and no loss contingencies were required to be recognized as of December 31, 2025.

After evaluating the Company’s leases, the Company determined that the carrying value of a certain asset was no longer recoverable and in fact was impaired.

26 unchanged sentences

1 Short-term lease expense was not material for the years ended December 31, 2025, 2024 and 2023.

The following table shows the Company’s maturity analysis of its lease liabilities as of December 31, 2024 (in thousands):

The following table shows the Company’s maturity analysis of its lease liabilities, net of payments to be received under a sublease as of December 31, 2025 (in thousands):

December 31, 2025

26 unchanged sentences

Current-period provision for expected credit losses 1.2 — 2.1 3.3

Release of allowance for expected credit losses — ( 2.3 ) — ( 2.3 )

Ending Balance, December 31, 2024 6.2 — 21.0 27.2

2 unchanged sentences

Ending Balance, December 31, 2025 $ 6.2 $ — $ 18.0 $ 24.2

For the year ended December 31, 2024, there was an increase of $ 1.2 million in the allowance for credit losses against “Accrued commissions and other receivables, net” due to the updated macroeconomic assumptions, bringing the allowance for credit losses recorded pertaining to “Accrued commissions and other receivables, net” to $ 6.2 million as of December 31, 2024.

For the year ended December 31, 2023, there was a decrease of $ 0.4 million in the allowance for credit losses against “Accrued commissions and other receivables, net.” For the year ended December 31, 2022, there was an increase of $ 4.7 million in the allowance for credit losses against “Accrued commissions and other receivables, net.”

For the year ended December 31, 2024, there was a decrease of $ 2.3 million in the allowance for credit losses pertaining to “Loans, forgivable loans and other receivables from employees and partners, net” as a result of the release of allowance for expected credit losses.

For the year ended December 31, 2023 there was a decrease of $ 0.2 million in the CECL reserve pertaining to “Loans, forgivable loans and other receivables from employees and partners, net” as a result of employee collections.

For the year ended December 31, 2022, there was an increase of $ 0.8 million, in the allowance for credit losses against “Loans, forgivable loans and other receivables from employees and partners, net.”

For the year ended December 31, 2024, there was an increase of $ 2.1 million in the allowance for credit losses against “Receivables from broker-dealers, clearing organizations, customers and related broker-dealers” which reflected the downward credit rating migration of certain unsettled trades related to Russia’s Invasion of Ukraine, bringing the allowance for credit losses recorded pertaining to “Receivables from broker-dealers, clearing organizations, customers and related broker-dealers” to $ 21.0 million as of December 31, 2024.

For the year ended December 31, 2025, there was no change in the allowance for credit losses against “Accrued commissions and other receivables, net.” For the year ended December 31, 2024, there was an increase of $ 1.2 million in the allowance for credit losses against “Accrued commissions and other receivables, net.” For the year ended December 31, 2023, there was a decrease of $ 0.4 million in the allowance for credit losses against “Accrued commissions and other receivables, net.”

For the year ended December 31, 2025, there was no change in the allowance for credit losses pertaining to “Loans, forgivable loans and other receivables from employees and partners, net.” For the year ended December 31, 2024 there was a decrease of $ 2.3 million in the CECL reserve pertaining to “Loans, forgivable loans and other receivables from employees and partners, net” as a result of the release of allowance for expected credit losses.

For the year ended December 31, 2023, there was a decrease of $ 0.2 million, in the allowance for credit losses against “Loans, forgivable loans and other receivables from employees and partners, net.”

For the year ended December 31, 2025, there was a decrease of $ 3.0 million in the allowance for credit losses against “Receivables from broker-dealers, clearing organizations, customers and related broker-dealers” which is primarily due to the release of allowance for expected credit losses, bringing the allowance for credit losses recorded pertaining to “Receivables from broker-dealers, clearing organizations, customers and related broker-dealers” to $ 18.0 million as of December 31, 2025.

For the years ended December 31, 2024 and 2023, there were increases of $ 2.1 million and $ 11.9 million, respectively, in the CECL reserve against “Receivables from broker-dealers, clearing organizations, customers and related broker-dealers” which reflected the downward credit rating migration of certain unsettled trades related to Russia’s Invasion of Ukraine.

22 unchanged sentences

On February 11, 2026, the Company’s Board declared a quarterly cash dividend of $ 0.02 per share for the fourth quarter of 2025, payable on March 18, 2026 to BGC Class A and Class B common stockholders of record as of March 4, 2026.

Recent Board of Directors and Executive Officers Changes

On February 18, 2025, Howard W.

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

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

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

On February 18, 2025, the Company appointed Brandon Lutnick, son of Mr.

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

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

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

On February 18, 2025, the Company appointed John A.

Abularrage, JP Aubin, and Sean A.

Windeatt as Co-Chief Executive Officers of the Company and as the Principal Executive Officers of the Company.

Howard Lutnick has agreed to divest his interests in BGC to comply with U.S.

government ethics rules, which is expected to occur within 90 days following his confirmation, and does not expect any arrangement which involves selling shares on the open market.

Transactions with Executive Officers and Directors

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

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

Repayment of BGC Credit Agreement Borrowings

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.

BGC Share Repurchase from Mr.

Sean Windeatt

On January 22, 2026, Mr.

Sean Windeatt, one of the Company’s Co-CEOs and Chief Operating Officer, sold 246,360 shares of BGC Class A common stock to the Company in an exempt transaction made pursuant to Rule 16b-3 under the Exchange Act.

The sale price per share of $ 9.17 was the closing price of a share of BGC Class A common stock on January 22, 2026.

The transaction was approved by the Audit Committee and was made pursuant to the Company’s Share Repurchase Authorization.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

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 8. Financial Statements and Supplementary Data