What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-03-02 compared with 2025-03-03 · 114 added, 92 removed, 468 unchanged (31% of the section changed)

8 unchanged sentences

Our internal controls over financial reporting include policies and procedures that are intended to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with U.S.

As previously disclosed, BGC Group closed its acquisitions of OTC Global, Macro Hive and AMCOM on April 1, 2025, October 1, 2025 and December 31, 2025, respectively.

BGC Group is currently integrating OTC Global, Macro Hive and AMCOM into its operations and internal control processes.

SEC regulations allow companies to exclude acquisitions from their assessment of internal control over financial reporting during the first year following an acquisition.

Management has excluded the acquired operations of OTC Global, Macro Hive and AMCOM from its assessment of the effectiveness of BGC Group’s internal control over financial reporting as of December 31, 2025.

OTC Global, Macro Hive and AMCOM are included in our 2025 Consolidated Financial Statements and constituted 4.2%, 0.0% and 0.0% of total assets, 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.

Based on the results of our 2025 evaluation, our management concluded that our internal controls over financial reporting were effective as of December 31, 2025.

Management has excluded BGC Group’s acquisition of Sage as the acquisition was completed in fiscal year 2024, and did not have a material effect on our financial condition, results of operations or cash flows in 2024.

However, we do anticipate that the acquisition will be included in management’s assessment of internal control over financial reporting and our audit of internal controls over financial reporting for 2025.

Sage is included in our 2024 consolidated financial statements and constituted 0.5% of total assets, 0.6% of net assets, as of December 31, 2024, and 0.7% of revenues for the year then ended.

The effectiveness of our internal controls over financial reporting as of December 31, 2025 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report, which is included in this Annual Report on Form 10‑K.

2 unchanged sentences

Changes in Internal Control over Financial Reporting

During the year ended December 31, 2024, there were no changes in our internal controls over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

During the year ended December 31, 2025, other than the exclusion of OTC Global, Macro Hive and AMCOM as described above, there were no changes in our internal controls over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

OTHER INFORMATION

4 unchanged sentences

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information appearing under “Election of Directors,” “Information about our Executive Officers,” and “ Insider Trading Policy , Code of Ethics and Whistleblower Procedures” in the 2025 Proxy Statement is hereby incorporated by reference in response to this Item 10.

The information appearing under “Election of Directors,” “Information about our Executive Officers,” and “ Insider Trading Policy , Code of Business Conduct and Ethics and Whistleblower Procedures” in the Company’s Amendment No.

1 to the Form 10-K for the fiscal year ended 2025 or the 2026 Proxy Statement is hereby incorporated by reference in response to this Item 10.

We anticipate that we will file the Company’s Amendment No.

1 to the Form 10-K for the fiscal year ended 2025 or the 2026 Proxy Statement with the SEC on or before April 30, 2026.

EXECUTIVE COMPENSATION

The information appearing under “Compensation Discussion and Analysis,” “Compensation Committee Report,” “Executive Compensation” and “Compensation Committee Interlocks and Insider Participation” in the 2025 Proxy Statement is hereby incorporated by reference in response to this Item 11.

1 to the Form 10-K for the fiscal year ended 2025 or the 2026 Proxy Statement is hereby incorporated by reference in response to this Item 11.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information appearing under “Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plan Information as of December 31, 2024” in the 2025 Proxy Statement is hereby incorporated by reference in response to this Item 12.

The information appearing under “Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plan Information as of December 31, 2025” in the Company’s Amendment No.

1 to the Form 10-K for the fiscal year ended 2025 or the 2026 Proxy Statement is hereby incorporated by reference in response to this Item 12.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information appearing under “Certain Relationships and Related Transactions and Director Independence” and “Election of Directors—Independence of Directors” in the 2025 Proxy Statement is hereby incorporated by reference in response to this Item 13.

The information appearing under “Certain Relationships and Related Transactions and Director Independence” and “Election of Directors—Independence of Directors” in the Company’s Amendment No.

1 to the Form 10-K for the fiscal year ended 2025 or the 2026 Proxy Statement is hereby incorporated by reference in response to this Item 13.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information appearing under “Independent Registered Public Accounting Firm Fees” and “Audit Committee Pre-Approval Policies and Procedures” in the 2025 Proxy Statement is hereby incorporated by reference in response to this Item 14.

The information appearing under “Independent Registered Public Accounting Firm Fees” and “Audit Committee Pre-Approval Policies and Procedures” in the Company’s Amendment No.

1 to the Form 10-K for the fiscal year ended 2025 or the 2026 Proxy Statement is hereby incorporated by reference in response to this Item 14.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

11 unchanged sentences

Number Exhibit Title

1.1 Amended and Restated Controlled Equity Offering SM Sales Agreement, dated as of July 3, 2023, between BGC Group, Inc.

and Cantor Fitzgerald & Co.

(incorporated by reference to Exhibit 1.1 to BGC Group, Inc.’s Post-Effective Amendment No.

1 to BGC Partners, Inc.’s Registration Statement on Form S-3 filed with the SEC on July 3, 2023)

2.1 Agreement and Plan of Merger, dated as of May 29, 2007, by and among eSpeed, Inc., BGC Partners, Inc., Cantor Fitzgerald, L.P., BGC Partners, L.P., BGC Global Holdings, L.P.

28 unchanged sentences

Current Report on Form 8-K filed with the SEC on December 23, 2015)

Number Exhibit Title

Transaction Agreement, dated as of July 17, 2017, by and among BGC Partners, Inc.

2 unchanged sentences

Current Report on Form 8-K filed with the SEC on July 21, 2017)

Number Exhibit Title

Amended and Restated Separation and Distribution Agreement, dated as of November 23, 2018, by and among Cantor Fitzgerald, L.P., BGC Partners, Inc., BGC Holdings, L.P., BGC Partners, L.P., BGC Global Holdings, L.P., Newmark Group, Inc., Newmark Holdings, L.P.

22 unchanged sentences

and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to BGC Partners, Inc.’s Form 8-K filed with the SEC on September 30, 2019)

Second Supplemental Indenture, dated as of July 10, 2020, between BGC Partners, Inc.

and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.2 to BGC Partners, Inc.’s Current Report on Form 8-K filed with the SEC on July 14, 2020)

Form of BGC Partners, Inc.

4.375% Senior Notes due 2025 (incorporated by reference to Exhibit 4.2 to BGC Partners, Inc.’s Current Report on Form 8-K filed with the SEC on July 14, 2020)

Third Supplemental Indenture, dated as of May 25, 2023, between BGC Partners, Inc.

5 unchanged sentences

and Computershare Trust Company, National Association, as successor to Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 of BGC Group, Inc.’s Current Report on Form 8-K filed with the SEC on October 6, 2023)

Number Exhibit Title

Indenture, dated as of October 6, 2023, between BGC Group, Inc.

and UMB Bank, N.A., as trustee (incorporated by reference to Exhibit 4.2 of BGC Group, Inc.’s Current Report on Form 8-K filed with the SEC on October 6, 2023)

First Supplemental Indenture, dated as of October 6, 2023, between BGC Group, Inc.

and UMB Bank, N.A., as trustee (incorporated by reference to Exhibit 4.3 of BGC Group, Inc.’s Current Report on Form 8-K filed with the SEC on October 6, 2023)

Second Supplemental Indenture, dated as of October 6, 2023, between BGC Group, Inc.

and UMB Bank, N.A., as trustee (incorporated by reference to Exhibit 4.4 of BGC Group, Inc.’s Current Report on Form 8-K filed with the SEC on October 6, 2023)

Form of BGC Group, Inc.’s 4.375% Senior Notes due 2025 (incorporated by reference to Exhibit 4.4 of BGC Group, Inc.’s Current Report on Form 8-K filed with the SEC on October 6, 2023)

Third Supplemental Indenture, dated as of October 6, 2023, between BGC Group, Inc.

1 unchanged sentence

Form of BGC Group, Inc.’s 8.000% Senior Notes due 2028 (incorporated by reference to Exhibit 4.5 of BGC Group, Inc.’s Current Report on Form 8-K filed with the SEC on October 6, 2023)

Number Exhibit Title

Indenture, dated as of June 10, 2024, between BGC Group, Inc.

4 unchanged sentences

6.600% Senior Notes due 2029 (incorporated by reference to Exhibit 4.2 to BGC Group, Inc’s Current Report on Form 8-K filed with the SEC on June 10, 2024)

Indenture, dated as of April 2, 2025, between BGC Group, Inc.

and The Huntington National Bank, as trustee (incorporated by reference to Exhibit 4.1 to BGC Group, Inc.’s Current Report on Form 8-K filed with the SEC on April 2, 2025)

First Supplemental Indenture, dated as of April 2, 2025, between BGC Group, Inc.

and The Huntington National Bank, as trustee (incorporated by reference to Exhibit 4.2 to BGC Group, Inc.’s Current Report on Form 8-K filed with the SEC on April 2, 2025)

Form of BGC Group, Inc.

6.150% Senior Notes due 2030 (incorporated by reference to Exhibit 4.3 to BGC Group, Inc.’s Current Report on Form 8-K filed with the SEC on April 2, 2025)

10.1 Amended, Restated and Consolidated Registration Rights Agreement, dated as of July 1, 2023, by and between BGC Group, Inc.

28 unchanged sentences

(incorporated by reference to Exhibit 10.3 to BGC Group, Inc.’s Current Report on Form 8-K filed with the SEC on June 10, 2024)

Number Exhibit Title

Agreement dated November 5, 2008 between BGC Partners, Inc.

4 unchanged sentences

regarding clearing capital, dated November 5, 2008 (incorporated by reference to Exhibit 10.5 to BGC Partners, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on August 7, 2020)

Number Exhibit Title

Assignment, Assumption and Second Amendment, dated as of June 7, 2024, by and between BGC Group, Inc., BGC Partners, Inc., and Cantor Fitzgerald, L.P., to the Clearing Capital Agreement, dated November 5, 2008, between BGC Partners, Inc.

30 unchanged sentences

Second Amended and Restated Agreement of Limited Partnership of BGC Partners, L.P., dated as of December 13, 2017 (incorporated by reference to Exhibit 10.4 to BGC Partners, Inc.’s Current Report on Form 8-K filed with the SEC on December 19, 2017)

Number Exhibit Title

Second Amended and Restated Agreement of Limited Partnership of BGC Global Holdings, L.P., dated as of December 13, 2017 (incorporated by reference to Exhibit 10.5 to BGC Partners, Inc.’s Current Report on Form 8-K filed with the SEC on December 19, 2017)

Second Amendment, dated as of March 10, 2023, to the Second Amended and Restated Agreement of Limited Partnership of BGC Holdings, L.P., dated as of December 13, 2017 (incorporated by reference to Exhibit 10.1 to BGC Partners, Inc.’s Current Report on Form 8-K filed with the SEC on March 14, 2023)

Number Exhibit Title

Tax Matters Agreement, dated as of December 13, 2017, by and among BGC Partners, Inc., BGC Holdings, L.P., BGC Partners, L.P., Newmark Group, Inc., Newmark Holdings, L.P.

29 unchanged sentences

Second Amended and Restated Credit Agreement, dated as of April 26, 2024, by and among BGC Group, Inc., as the Borrower, certain subsidiaries of the Borrower, as Guarantors, the several financial institutions from time to time as parties thereto, as Lenders, and Bank of America, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to BGC Group, Inc.’s Current Report on Form 8-K filed with the SEC on April 30, 2024)

Number Exhibit Title

First Amendment to Second Amended and Restated Credit Agreement, dated as of December 6, 2024, by and among BGC Group, Inc., as the Borrower, the several financial institutions from time to time as parties thereto, as Lenders, and Bank of America, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to BGC Group, Inc.’s Current Report on Form 8-K filed with the SEC on December 6, 2024)

A mended and Restated Employment Agreement dated February 18, 202 5, by and between John Abularrage and BGC Financial , L .P.

(incorporate d by reference to Exhibit 10.1 to BGC Group , Inc.

Amended and Restated Employment Agreement dated February 18, 2025, by and between John Abularrage and BGC Financial, L.P.

(incorporated by reference to Exhibit 10.1 to BGC Group, Inc.

’ s Current Report on Form 8-K filed with the SEC on February 19, 2025)

Number Exhibit Title

Amended and Restated Bonus Letter, dated February 18, 2025, by and between John Abularrage and BGC Financial, L.P.

(incorporated by reference to Exhibit 10.

2 to BGC Group, Inc.

(incorporated by reference to Exhibit 10.2 to BGC Group, Inc.’s Current Report on Form 8-K filed with the SEC on February 19, 2025)

Amended and Restated Employment Agreement, dated February 18, 2025, by and between JP Aubin and BGC Brokers L.P.

(incorporated by reference to Exhibit 10.3 to BGC Group, Inc.

’ s Current Report on Form 8-K filed with the SEC on February 19, 2025)

Amended and Restated Employment Agreement, dated February 18, 2025, by and between JP Aubin and BGC Brokers L .

(incorporated by reference to Exhibit 10.

3 to BGC Group, Inc.'s Current Report on Form 8-K filed with the SEC on February 19, 2025)

Amended and Restated Consultancy Contract, dated February 18, 2025, by and between JP Aubin and BGC Services (Holdings) LLP (incorporated by reference to Exhibit 10.

4 to BGC Group, Inc.

Amended and Restated Consultancy Contract, dated February 18, 2025, by and between JP Aubin and BGC Services (Holdings) LLP (incorporated by reference to Exhibit 10.4 to BGC Group, Inc.

’ s Current Report on Form 8-K filed with the SEC on February 19, 2025)

Deed of Amendment, dated February 18, 2025, to the Amended and Restated Deed of Adherence, between Sean A.

Windeatt and BGC Services (Holdings) LLP (incorporated by reference to Exhibit 10.

5 to BGC Group, Inc.

’ s Current Report on Form 8-K filed with the SEC on February 19, 2025)

Windeatt and BGC Services (Holdings) LLP (incorporated by reference to Exhibit 10.5 to BGC Group, Inc.’s Current Report on Form 8-K filed with the SEC on February 19, 2025)

Registration Rights Agreement, dated as of April 2, 2025, between BGC Group, Inc.

and the parties named therein (incorporated by reference to Exhibit 10.1 to BGC Group, Inc.’s Current Report on Form 8-K filed with the SEC on April 2, 2025)

BGC Group, Inc.

Insider Trading Polic y

Insider Trading Policy (incorporated by r eference to Exhibits 19.1 to BGC Group, Inc.’s Annual Report on Form 10-K filed with the SEC on March 3 , 202 5 )

21.1 List of subsidiaries of BGC Group, Inc.

23.1 Consent of Ernst & Young LLP

31.1 Certification of Co- P rincipa l Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.1 Certification of Co-Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Co-Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1 Certification by the Principal Executive Officer s and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.1 Certification by the Principal Executive Officers and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

BGC Group, Inc.

6 unchanged sentences

Not Applicable

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10‑K for the fiscal year ended December 31, 2024 to be signed on its behalf by the undersigned, thereunto duly authorized, on the 3rd day of March, 2025.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10‑K for the fiscal year ended December 31, 2025 to be signed on its behalf by the undersigned, thereunto duly authorized, on the 2nd day of March, 2026.

BGC Group, Inc.

16 unchanged sentences

March 2, 2026

/S/ BRANDON LUTNICK

/S/ BRANDON G.

Director March 2, 2026

Brandon Lutnick

BELL Director March 2, 2026

17 unchanged sentences

Liabilities and Stockholders’ Equity

Short-term borrowings from related parties $ 20,000 $ —

Accounts payable, accrued and other liabilities 16,781 13,668

10 unchanged sentences

Successor Predecessor

Year Ended December 31, 2024 Six Months Ended December 31, 2023 Six Months Ended June 30, 2023 Year Ended December 31, 2022

Year Ended December 31, 2025 Year Ended December 31, 2024 Six Months Ended December 31, 2023 Six Months Ended June 30, 2023

Other revenues $ 528 $ 1,062 $ 394 $ 797

24 unchanged sentences

Successor Predecessor

Year Ended December 31, 2025

Year Ended December 31, 2024 Six Months Ended December 31, 2023

Six Months Ended June 30, 2023

Year Ended December 31, 2022

Net income (loss) available to common stockholders

10 unchanged sentences

Successor Predecessor

Year Ended December 31, 2024 Six Months Ended December 31, 2023

Year Ended December 31, 2025 Year Ended December 31, 2024 Six Months Ended December 31, 2023

Six Months Ended June 30, 2023

Year Ended December 31, 2022

CASH FLOWS FROM OPERATING ACTIVITIES:

48 unchanged sentences

On July 1, 2023, the Company completed its Corporate Conversion to a Full C-Corporation in order to reorganize and simplify its organizational structure.

As a result of the Corporate Conversion, BGC Group, Inc.(Successor) became the public holding company for, and successor to, BGC Partners, Inc.

As a result of the Corporate Conversion, BGC Group, Inc.

(Successor) became the public holding company for, and successor to, BGC Partners, Inc.

(Predecessor), and its Class A common stock began trading on Nasdaq, in place of BGC Partners’ Class A common stock, under the ticker symbol “BGC.” The accompanying Parent Company Only Financial Statements of BGC Group, Inc.

2 unchanged sentences

For the year ended December 31, 2025, the Company declared and paid cash dividends of $ 0.08 per share to BGC Class A and Class B common stockholders.

For both years ended December 31, 2023 and 2022, the comparable cash dividend amounts were $ 0.04 per share.

For the years ended December 31, 2024 and 2023, the comparable cash dividend amounts were $ 0.07 and $ 0.04 per share, respectively.

Commitments, Contingencies and Guarantees

1 unchanged sentence

This arrangement was guaranteed by the Parent Company and incurred interest at a fixed rate of 3.77 % and matured on April 8, 2023, at which point the loan was repaid in full;

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

As of December 31, 2023, BGC Partners had no borrowings related to this secured loan arrangement.

The book value of the fixed assets pledged as of December 31, 2023 was nil .

BGC Partners recorded interest expense related to this secured loan arrangement of nil , nil and $ 0.1 million for the years ended December 31, 2024, 2023 and 2022, respectively.

therefore, there were no borrowings as of both 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, the Company entered into a $ 10.0 million secured loan arrangement, under which it pledged certain fixed assets as security for a loan.

This arrangement was guaranteed by the Parent Company and 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.

As of December 31, 2023, BGC Partners had no borrowings related to this secured loan arrangement.

The book value of the fixed assets pledged as of December 31, 2023 was $ 0.3 million.

BGC Partners recorded interest expense related to this secured loan arrangement of nil , nil and $ 0.1 million for the years ended December 31, 2024, 2023 and 2022, respectively.

therefore, there were no borrowings as of 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.

Notes Payable and Other Borrowings

6 unchanged sentences

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

14 unchanged sentences

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 interest expense of $ 12.2 million and $ 4.4 million 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 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.

5.375 % Senior Notes

8 unchanged sentences

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.

9 unchanged sentences

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

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 $ 9.5 million for the year ended December 31, 2023.

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.

BGC Partners recorded interest expense related to the BGC Partners 4.375 % Senior Notes of $ 10.5 million and $ 13.8 million for the years ended December 31, 2023 and 2022, respectively.

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

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

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

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

BGC Partners recorded interest expense related to the BGC Partners 4.375 % Senior Notes of $ 10.5 million during the year ended December 31, 2023.

8.000 % Senior Notes

14 unchanged sentences

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.

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

6 unchanged sentences

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.

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.

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

See “Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources” included in Part I, Item 7 of this Annual Report on Form 10-K for additional information related to these transactions.

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

The Company recorded $ 0.2 million and $ 1.1 million of interest expense related to the BGC Credit Agreement for the years ended December 31, 2025 and 2024, respectively.

The Company did not record any interest expense related to the BGC Credit Agreement during 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.

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.

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, plus accrued interest.

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

These borrowings were not considered FICC-GSD Margin Loans.

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

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.

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 9A. Controls and Procedures