Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
BGC Group maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed by BGC Group is recorded, processed, accumulated, summarized and communicated to its management, including its Co-Chief Executive Officers and its Chief Financial Officer, to allow timely decisions regarding required disclosures, and reported within the time periods specified in the SEC’s rules and forms. The Co-Chief Executive Officers and the Chief Financial Officer have performed an evaluation of the effectiveness of the design and operation of BGC Group ’ s disclosure controls and procedures as of December 31, 2025. Based on that evaluation, the Co-Chief Executive Officers and the Chief Financial Officer concluded that BGC Group’s disclosure controls and procedures were effective as of December 31, 2025.
Management ’ s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Under the supervision and with the participation of our management, including our Co-Chief Executive Officers and our Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal controls over financial reporting as of December 31, 2025 based upon criteria set forth in the Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (COSO). 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. GAAP.
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.
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. Such report expresses an unqualified opinion on the effectiveness of the Company’s internal controls over financial reporting as of December 31, 2025.
We reviewed management’s conclusions on internal controls and the report of Ernst & Young LLP with our Audit Committee.
Changes in 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.
Table of Contents
ITEM 9B. OTHER INFORMATION
10b5-1 Trading Arrangements
During the quarter ended December 31, 2025, none of the Company’s directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Item 408 of Regulation S-K.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not Applicable
Table of Contents
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
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.
ITEM 11. EXECUTIVE COMPENSATION
The information appearing under “Compensation Discussion and Analysis,” “Compensation Committee Report,” “Executive Compensation” and “Compensation Committee Interlocks and Insider Participation” 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 11.
ITEM 12. 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, 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.
ITEM 13. 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 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.
ITEM 14. 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 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.
Table of Contents
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) (1) Financial Statements. The Consolidated Financial Statements required to be filed in this Annual Report on Form 10‑K are included in Part II, Item 8 hereof.
(a) (2) Schedule I, Parent Company Only Financial Statements. All other schedules are omitted because they are not applicable or not required, or the required information is in the financial statements or the notes thereto.
(a) (3) The Exhibit Index set forth below is incorporated by reference in response to this Item 15.
The following exhibits are filed as part of this Annual Report on Form 10-K as required by Regulation S-K. The exhibits designated by a dagger (†) are management contracts and compensation plans and arrangements required to be filed as exhibits to this Annual Report on Form 10-K. Certain schedules and exhibits designated by one asterisk (*) have been omitted pursuant to Item 601(a)(5) of Regulation S-K promulgated by the SEC. Certain schedules and exhibits designated by two asterisks (**) have been omitted pursuant to Item 601(b)(2) of Regulation S-K promulgated by the SEC. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.
EXHIBIT INDEX
Exhibit
Number Exhibit Title
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. and BGC Holdings, L.P. (incorporated by reference to BGC Partners, Inc.’s. Definitive Proxy Statement on Schedule 14A filed with the SEC on February 11, 2008)
2.2 Amendment No. 1, dated as of November 5, 2007, to the 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. and BGC Holdings, L.P. (incorporated by reference to BGC Partners, Inc.’s. Definitive Proxy Statement on Schedule 14A filed with the SEC on February 11, 2008)
2.3 Amendment No. 2, dated as of February 1, 2008, to the 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. and BGC Holdings, L.P. (incorporated by reference to BGC Partners, Inc.’s. Definitive Proxy Statement on Schedule 14A filed with the SEC on February 11, 2008)
2.4**
Separation Agreement, dated as of March 31, 2008, by and among Cantor Fitzgerald, L.P., BGC Partners, LLC, BGC Partners, L.P., BGC Global Holdings, L.P. and BGC Holdings, L.P. (incorporated by reference to Exhibit 2.4 to BGC Partners, Inc.’s. Current Report on Form 8-K filed with the SEC on April 7, 2008)
2.5**
Purchase Agreement, dated as of April 1, 2013, by and among BGC Partners, Inc., BGC Partners, L.P., The NASDAQ OMX Group, Inc., and for certain limited purposes, Cantor Fitzgerald, L.P. (incorporated by reference to Exhibit 2.1 to BGC Partners, Inc.’s. Quarterly Report on Form 10-Q filed with the SEC on August 8, 2013)
2.6**
Tender Offer Agreement executed by BGC Partners, Inc., BGC Partners, L.P. and GFI Group Inc., dated February 19, 2015 (incorporated by reference to Exhibit 2.1 to BGC Partners, Inc.’s. Current Report on Form 8-K filed with the SEC on February 25, 2015)
2.7 Stock Purchase Agreement by and among GFINet, Inc., GFI TP Holdings Pte Ltd, Intercontinental Exchange, Inc., and, solely for the purposes set forth therein, GFI Group Inc. and BGC Partners, Inc. (incorporated by reference to Exhibit 10.1 to BGC Partners, Inc.’s. Current Report on Form 8-K filed with the SEC on November 18, 2015)
2.8**
Agreement and Plan of Merger, dated December 22, 2015, by and among BGC Partners, Inc., JPI Merger Sub 1, Inc., JPI Merger Sub 2, LLC, Jersey Partners Inc., New JP Inc., Michael Gooch and Colin Heffron (incorporated by reference to Exhibit 2.1 to BGC Partners, Inc.’s. Current Report on Form 8-K filed with the SEC on December 23, 2015)
2.9**
Transaction Agreement, dated as of July 17, 2017, by and among BGC Partners, Inc. BGC Partners, L.P., Cantor Fitzgerald, L.P., Cantor Commercial Real Estate Company, L.P., Cantor Sponsor, L.P., CF Real Estate Finance Holdings, L.P. and CF Real Estate Finance Holdings GP, LLC (incorporated by reference to Exhibit 2.1 to BGC Partners, Inc.’s. Current Report on Form 8-K filed with the SEC on July 21, 2017)
Table of Contents
Exhibit
Number Exhibit Title
2.10**
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. and Newmark Partners, L.P. (incorporated by reference to Exhibit 2.1 to BGC Partners, Inc.’s Current Report on Form 8-K filed on November 27, 2018)
2.11 Agreement for the Sale and Purchase of the Share Capital of Ed Broking Group Limited and Besso Insurance Group Limited, Dated May 26, 2021, by and Among Tower Bridge (One) Limited, Ardonagh Specialty Holdings 2 Limited, The Ardonagh Group Limited and BGC Partners, Inc. (incorporated by reference to Exhibit 2.1 to BGC Partners, Inc.’s. Quarterly Report on Form 10-Q filed with the SEC on August 6, 2021)
2.12 Deed of Variation in Respect of the Agreement for the Sale and Purchase of the Share Capital of Ed Broking Group Limited and Besso Insurance Group Limited, dated August 25, 2021, by and among Tower Bridge (One) Limited, Ardonagh Specialty Holdings 2 Limited, The Ardonagh Group Limited and BGC Partners, Inc. (incorporated by reference to Exhibit 2.2 to BGC Partners, Inc. Quarterly Report on Form 10-Q filed with the SEC on November 8, 2021)
2.13 Deed of Variation in Respect of the Agreement for the Sale and Purchase of the Share Capital of Ed Broking Group Limited and Besso Insurance Group Limited, dated October 31, 2021, by and among Tower Bridge (One) Limited, Ardonagh Specialty Holdings 2 Limited, The Ardonagh Group Limited and BGC Partners, Inc. (incorporated by reference to Exhibit 2.3 to BGC Partners, Inc.’s. Quarterly Report on Form 10-Q filed with the SEC on November 8, 2021)
2.14*
Corporate Conversion Agreement, dated as of November 15, 2022, by and among BGC Partners, Inc., BGC Group, Inc., BGC Holdings, L.P., BGC GP, LLC, BGC Partners II, Inc., BGC Partners II, LLC, BGC Holdings Merger Sub, LLC and, solely for the purposes of certain provisions therein, Cantor Fitzgerald, L.P. (incorporated by reference to Exhibit 2.1 to BGC Partners, Inc.’s Current Report on Form 8-K filed with the SEC on November 16, 2022)
2.15
Amendment to the Corporate Conversion Agreement, dated as of March 29, 2023, by and among BGC Partners, Inc., BGC Group, Inc., BGC Holdings, L.P., BGC GP, LLC, BGC Partners II, Inc., BGC Partners II, LLC, BGC Holdings Merger Sub, LLC and, solely for the purposes of certain provisions therein, Cantor Fitzgerald, L.P. (incorporated by reference to Exhibit 2.15 to BGC Partners, Inc.’s Annual Report on Form 10-K/A filed with the SEC on April 28, 2023)
3.1 Amended and Restated Certificate of Incorporation of BGC Group, Inc. (incorporated by reference to Exhibit 3.1 to BGC Group, Inc.’s. Current Report on Form 8-K12B filed with the SEC on July 3, 2023)
3.2 Amended and Restated Bylaws of BGC Group, Inc. (incorporated by reference to Exhibit 3.2 to BGC Group, Inc.’s Current Report on Form 8-K12B filed with the SEC on July 3, 2023)
4.1 Description of BGC Group, Inc.’s Securities Registered under Section 12 of the Securities Exchange Act of 1934, as amended
4.2 Indenture, dated as of September 27, 2019, between BGC Partners, Inc. 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)
4.3
Third Supplemental Indenture, dated as of May 25, 2023, between BGC Partners, Inc. and Computershare Trust Company, N.A. as successor to 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 May 25, 2023)
4.4
Form of BGC Partners, Inc. 8.000% Senior Notes due 2028 (incorporated by reference to Exhibit 4.3 to BGC Partners, Inc.’s Current Report on Form 8-K filed with the SEC on May 25, 2023)
4.5
Fourth Supplemental Indenture, dated as of September 19, 2023, between BGC Partners, Inc. 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)
4.6
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)
4.7
Third Supplemental Indenture, dated as of October 6, 2023, between BGC Group, Inc. and UMB Bank, N.A., as trustee (incorporated by reference to Exhibit 4.5 of BGC Group, Inc.’s Current Report on Form 8-K filed with the SEC on October 6, 2023)
4.8
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)
Table of Contents
Exhibit
Number Exhibit Title
4.9
Indenture, dated as of June 10, 2024, between BGC Group, Inc. and Wilmington Trust, National Association, 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 June 10, 2024)
4.10
First Supplemental Indenture, dated as of June 10, 2024, between BGC Group, Inc. and Wilmington Trust, National Association, 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 June 10, 2024)
4.11
Form of BGC Group, Inc. 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)
4.12
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)
4.13
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)
4.14
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. and Cantor Fitzgerald, L.P. (incorporated by reference to Exhibit 10.3 to BGC Group, Inc.’s Current Report on Form 8-K12B filed with the SEC on July 3, 2023)
10.2 Amended and Restated Administrative Services Agreement, dated as of July 1, 2023, by and between Cantor Fitzgerald, L.P. and BGC Group, Inc. (incorporated by reference to Exhibit 10.4 to BGC Group, Inc.’s Current Report on Form 8-K12B filed with the SEC on July 3, 2023)
10.3 Amended and Restated Administrative Services Agreement, dated as of July 1, 2023, by and among Tower Bridge International Services L.P. and BGC Group, Inc. (incorporated by reference to Exhibit 10.5 to BGC Group, Inc.’s Current Report on Form 8-K12B filed with the SEC on July 3, 2023)
10.4 Form of Regulated Entity Administrative Services Agreement (incorporated by reference to Exhibit 10.6 to BGC Group, Inc.’s Current Report on Form 8-K12B filed with the SEC on July 3, 2023)
10.5 License Agreement, dated as of April 1, 2008, by and between BGC Partners, Inc. and Cantor Fitzgerald, L.P. (incorporated by reference to Exhibit 10.10 to BGC Partners, Inc.’s Current Report on Form 8-K filed with the SEC on April 7, 2008)
10.6 Clearing Services Agreement, dated May 9, 2006, between Cantor Fitzgerald & Co. and BGC Financial, Inc. (incorporated by reference to Exhibit 10.1 to BGC Partners Inc. ’ s Quarterly Report on Form 10-Q filed with the SEC on November 10, 2008)
10.7 Amendment to Clearing Services Agreement, dated November 7, 2008, between Cantor Fitzgerald & Co. and BGC Financial, Inc. (incorporated by reference to Exhibit 10.2 to BGC Partners, Inc. ’ s Quarterly Report on Form 10-Q filed with the SEC on November 10, 2008)
10.8 Second Amendment, dated August 16, 2010, to the Clearing Services Agreement, dated May 9, 2006, between Cantor Fitzgerald & Co. and BGC Financial, Inc. (incorporated by reference to Exhibit 10.3 to BGC Partners, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on August 7, 2020)
10.9 Third Amendment, dated June 16, 2020, to the Clearing Services Agreement, dated May 9, 2006, between Cantor Fitzgerald & Co. and BGC Financial, Inc. (incorporated by reference to Exhibit 10.4 to BGC Partners, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on August 7, 2020)
10.10
Fourth Amendment, dated as of June 7, 2024, to the Clearing Services Agreement, dated May 9, 2006, between Cantor Fitzgerald & Co. and BGC Financial, Inc. (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)
10.11
Agreement dated November 5, 2008 between BGC Partners, Inc. and Cantor Fitzgerald, L.P. regarding clearing capital (incorporated by reference to Exhibit 10.3 to BGC Partners, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on November 10, 2008)
10.12
First Amendment, dated June 16, 2020, to the Agreement between BGC Partners, Inc. and Cantor Fitzgerald, L.P. 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)
Table of Contents
Exhibit
Number Exhibit Title
10.13
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. and Cantor Fitzgerald, L.P. (incorporated by reference to Exhibit 10.4 to BGC Group, Inc.’s Current Report on Form 8-K filed with the SEC on June 10, 2024)
10.14†
Amended and Restated Change in Control Agreement dated August 3, 2011 between Howard W. Lutnick and BGC Partners, Inc. (incorporated by reference to Exhibit 10.1 to BGC Partners, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on August 8, 2011)
10.15†
Amended and Restated Change in Control Agreement dated August 3, 2011 between Stephen M. Merkel and BGC Partners, Inc. (incorporated by reference to Exhibit 10.2 to BGC Partners, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on August 8, 2011)
10.16†
Amended and Restated Deed of Adherence, dated as of January 22, 2014, between Sean Windeatt and BGC Services (Holdings) LLP (incorporated by reference to Exhibit 10.1 to BGC Partners, Inc.’s Current Report on Form 8-K filed with the SEC on January 28, 2014)
10.17†
Deed of Amendment, dated February 24, 2017, to the Amended and Restated Deed of Adherence, between Sean A. Windeatt and BGC Services (Holdings) LLP (incorporated by reference to Exhibit 10.86 to BGC Partners, Inc.’s Annual Report on Form 10‑K filed with the SEC on February 28, 2017)
10.18†
Deed of Amendment, dated November 5, 2020, to the Amended and Restated Deed of Adherence, between Sean A. Windeatt and BGC Services (Holdings) LLP (incorporated by reference to Exhibit 10.2 to BGC Partners, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on November 6, 2020)
10.19†
Consultancy Agreement, dated February 24, 2017, between Sean A. Windeatt and BGC Services (Holdings) LLP (incorporated by reference to Exhibit 10.87 to BGC Partners, Inc.’s Annual Report on Form 10‑K filed with the SEC on February 28, 2017)
10.20†
Amendment, dated November 5, 2020, to the Consultancy Agreement, dated February 24, 2017, between Sean A. Windeatt and BGC Services (Holdings) LLP (incorporated by reference to Exhibit 10.3 to BGC Partners, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on November 6, 2020)
10.21†
Deed of Amendment, dated July 12, 2023, to the Amended and Restated Deed of Adherence, between Sean A. Windeatt and BGC Services (Holdings) LLP (incorporated by reference to Exhibit 10.1 to BGC Group, Inc.’s Current Report on Form 8-K filed with the SEC on July 13, 2023)
10.22
Letter Agreement, dated as of August 24, 2015, among BGC Partners, Inc., BGC Partners, L.P. and GFI Group Inc., relating to shareholder litigation and the Tender Offer Agreement (incorporated by reference to Exhibit 10.1 to BGC Partners, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on November 9, 2015)
10.23†
BGC Group, Inc. Long Term Incentive Plan (incorporated by reference to Exhibit 10.1 to BGC Group, Inc.’s Current Report on Form 8-K12B filed with the SEC on July 3, 2023)
10.24†
BGC Group, Inc. Incentive Bonus Compensation Plan (incorporated by reference to Exhibit 10.2 to BGC Group, Inc.’s Current Report on Form 8-K12B filed with the SEC on July 3, 2023)
10.25
Amended and Restated Agreement of Limited Partnership of CF Real Estate Finance Holdings, L.P., dated as of September 8, 2017 (incorporated by reference to Exhibit 10.1 to BGC Partners, Inc.’s Current Report on Form 8-K filed with the SEC on September 8, 2017)
10.26**
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 December 19, 2017)
10.27
Amendment No. 1, dated November 8, 2018, to the Second Amended and Restated Agreement of Limited Partnership of BGC Holdings, L.P. (incorporated by reference to Exhibit 10.6 to BGC Partners, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on November 8, 2018)
10.28**
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)
10.29**
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)
10.30
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)
Table of Contents
Exhibit
Number Exhibit Title
10.31
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. and Newmark Partners, L.P. (incorporated by reference to Exhibit 10.8 to BGC Partners, Inc.’s Current Report on Form 8-K filed with the SEC on December 19, 2017)
10.32
Credit Agreement, dated as of March 19, 2018, by and between BGC Partners, Inc. and Cantor Fitzgerald, L.P. (incorporated by reference to Exhibit 10.1 to BGC Partners, Inc.’s Current Report on Form 8-K filed with the SEC on March 23, 2018)
10.33
Amendment, dated August 6, 2018, to the Credit Agreement, dated as of March 19, 2018, by and between BGC Partners, Inc. and Cantor Fitzgerald, L.P. (incorporated by reference to Exhibit 10.1 to BGC Partners, Inc.’s Current Report on Form 8-K filed with the SEC on August 7, 2018)
10.34
Second Amendment, dated as of March 8, 2024, to the Credit Agreement, dated as of March 19, 2018, as amended as of August 6, 2018 and as assumed by BGC Group, Inc. as of October 6, 2023, by and between BGC Partners, Inc. and Cantor Fitzgerald, 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 March 12, 2024)
10.35
Third Amendment, dated as of June 7, 2024, by and between BGC Group, Inc. and Cantor Fitzgerald, L.P., to the Credit Agreement, by and between BGC Partners, Inc. and Cantor Fitzgerald, L.P., dated as of March 19, 2018, as amended as of August 16, 2018, assumed by BGC Group, Inc. as of October 6, 2023, and amended as of March 8, 2024 (incorporated by reference to Exhibit 10.2 BGC Group, Inc.’s Current Report on Form 8-K filed with the SEC on June 10, 2024)
10.36
Amended and Restated Credit Agreement, dated as of March 19, 2018, by and between BGC Partners, Inc. and Newmark Group, Inc. (incorporated by reference to Exhibit 10.2 to BGC Partners, Inc.’s Current Report on Form 8-K filed with the SEC on March 23, 2018)
10.37
Credit Agreement, dated as of November 28, 2018, by and among BGC Partners, 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 Partners, Inc.’s Current Report on Form 8-K filed with the SEC on November 30, 2018)
10.38
First Amendment, dated December 11, 2019, to the Credit Agreement, dated as of November 28, 2018, by and among BGC Partners, 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 Partners, Inc.’s Current Report on Form 8-K filed with the SEC on December 13, 2019)
10.39 Second Amendment, dated February 26, 2020, to the Credit Agreement, dated as of November 28, 2018, by and among BGC Partners, 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 the Administrative Agent. (incorporated by reference to Exhibit 10.47 to BGC Partners, Inc.’s Annual Report on Form 10‑K filed with the SEC on March 1, 2021)
10.40
Assignment and Assumption Agreement, dated as of October 6, 2023, by and between BGC Group, Inc., BGC Partners, Inc., and Cantor Fitzgerald, L.P., relating to the Credit Agreement, dated as of March 19, 2018, as amended as of August 6, 2018, by and between BGC Partners, Inc. and Cantor Fitzgerald, 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 October 6, 2023)
10.41*
Support Agreement, dated as of November 15, 2022, by and among BGC Partners, Inc. and Cantor Fitzgerald, L.P. (incorporated by reference to Exhibit 10.1 to BGC Partners, Inc.’s Current Report on Form 8-K filed with the SEC on November 16, 2022)
10.42
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)
10.43
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)
10.44†
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)
Table of Contents
Exhibit
Number Exhibit Title
10.45†
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.’s Current Report on Form 8-K filed with the SEC on February 19, 2025)
10.46†
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)
10.47†
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)
10.48†
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)
10.49
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)
19.1
BGC Group, Inc. 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-Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2
Certification of Co-Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.3
Certification of Co-Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.4
Certification of Principal Financial Officer Pursuant to Section 302 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
97.1
BGC Group, Inc. Compensation Recovery Policy (incorporated by reference to Exhibit 97.1 to BGC Group, Inc.’s Annual Report on Form 10-K filed with the SEC on February 29, 2024)
101 The following materials from BGC Group, Inc.’s Annual Report on Form 10-K for the period ended December 31, 2025 are formatted in inline eXtensible Business Reporting Language (iXBRL): (i) the Consolidated Statements of Financial Condition, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive Income (Loss), (iv) the Consolidated Statements of Cash Flows, (v) the Consolidated Statements of Changes in Equity, (vi) Notes to the Consolidated Financial Statements, and (vii) Schedule I, Parent Company Only Financial Statements. The XBRL Instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the iXBRL document
104 The cover page from this Annual Report on Form 10‑K, formatted in inline XBRL (included in Exhibit 101)
ITEM 16. FORM 10‑K SUMMARY
Not Applicable
Table of Contents
SIGNATURES
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.
By: /S/ SEAN A. WINDEATT
Name: Sean A. Windeatt
Title: Co-Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10‑K has been signed below by the following persons on behalf of the registrant, BGC Group, Inc., in the capacities and on the date indicated.
Signature Capacity in Which Signed Date
/S/ SEAN A. WINDEATT
Co-Chief Executive Officer
March 2, 2026
Sean A. Windeatt
( Co-Principal Executive Officer)
/S/ JOHN J. ABULARRAGE
Co-Chief Executive Officer
March 2, 2026
John J. Abularrage
( Co-Principal Executive Officer)
/S/ JP AUBIN
Co-Chief Executive Officer
March 2, 2026
JP Aubin
( Co-Principal Executive Officer)
/S/ JASON W. HAUF Chief Financial Officer March 2, 2026
Jason W. Hauf (Principal Financial and Accounting Officer)
/S/ STEPHEN M. MERKEL
Chairman of the Board of Directors
March 2, 2026
Stephen M. Merkel
/S/ BRANDON G. LUTNICK
Director March 2, 2026
Brandon G. Lutnick
/S/ LINDA A. BELL Director March 2, 2026
Linda A. Bell
/S/ WILLIAM D. ADDAS
Director March 2, 2026
William D. Addas
/S/ DAVID P. RICHARDS Director March 2, 2026
David P. Richards
/S/ ARTHUR U. MBANEFO Director March 2, 2026
Arthur U. Mbanefo
[Signature page to the Annual Report on Form 10‑K for the period ended December 31, 2025 dated March 2, 2026.]
Table of Contents
BGC GROUP, INC.
(Parent Company Only)
STATEMENTS OF FINANCIAL CONDITION
(in thousands, except share and per share data)
December 31, 2025 December 31, 2024
Assets
Cash and cash equivalents $ 23 $ 70
Investments in subsidiaries 724,686 643,778
Receivables from related parties 17,330 13,242
Notes receivable from related parties 1,793,403 1,323,458
Other assets 247,225 255,085
Total assets $ 2,782,667 $ 2,235,633
Liabilities and Stockholders’ Equity
Short-term borrowings from related parties $ 20,000 $ —
Accounts payable, accrued and other liabilities 16,781 13,668
Notes payable and other borrowings 1,773,403 1,323,458
Total liabilities 1,810,184 1,337,126
Commitments, contingencies and guarantees (Note 2)
Total stockholders’ equity 972,483 898,507
Total liabilities and stockholders’ equity $ 2,782,667 $ 2,235,633
See accompanying Notes to Financial Statements.
Table of Contents
BGC GROUP, INC.
(Parent Company Only)
STATEMENTS OF OPERATIONS
(in thousands, except per share data)
Successor Predecessor
Year Ended December 31, 2025 Year Ended December 31, 2024 Six Months Ended December 31, 2023 Six Months Ended June 30, 2023
Revenues:
Other revenues $ 528 $ 1,062 $ 394 $ 797
Interest and dividend income 119,233 81,066 17,528 30,700
Total revenue 119,761 82,128 17,922 31,497
Expenses:
Interest expense 119,233 81,066 17,528 30,700
Total expenses 119,233 81,066 17,528 30,700
Income from operations before income taxes 528 1,062 394 797
Equity income (loss) of subsidiaries 115,113 58,426 ( 6,397 ) ( 9,767 )
Provision (benefit) for income taxes ( 39,321 ) ( 67,500 ) ( 42,994 ) ( 8,244 )
Net income (loss) available to common stockholders
$ 154,962 $ 126,988 $ 36,991 $ ( 726 )
Per share data:
Basic earnings (loss) per share
Net income (loss) attributable to common stockholders
$ 148,628 $ 121,215 $ 34,796 $ ( 726 )
Basic earnings (loss) per share $ 0.31 $ 0.26 $ 0.08 $ 0.00
Basic weighted-average shares of common stock outstanding 476,364 473,390 426,436 383,528
Fully diluted earnings (loss) per share
Net income (loss) for fully diluted shares $ 148,675 $ 121,268 $ 34,669 $ ( 726 )
Fully diluted earnings (loss) per share $ 0.31 $ 0.25 $ 0.07 $ 0.00
Fully diluted weighted-average shares of common stock outstanding 480,950 479,142 489,989 383,528
See accompanying Notes to Financial Statements.
Table of Contents
BGC GROUP, INC.
(Parent Company Only)
STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
Successor Predecessor
Year Ended December 31, 2025
Year Ended December 31, 2024 Six Months Ended December 31, 2023
Six Months Ended June 30, 2023
Net income (loss) available to common stockholders
$ 154,962 $ 126,988 $ 36,991 $ ( 726 )
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustments 19,208 ( 21,267 ) 2,546 4,303
Total other comprehensive (loss) income, net of tax 19,208 ( 21,267 ) 2,546 4,303
Comprehensive income attributable to common stockholders $ 174,170 $ 105,721 $ 39,537 $ 3,577
See accompanying Notes to Financial Statements.
Table of Contents
BGC GROUP, INC.
(Parent Company Only)
STATEMENTS OF CASH FLOWS
(in thousands)
Successor Predecessor
Year Ended December 31, 2025 Year Ended December 31, 2024 Six Months Ended December 31, 2023
Six Months Ended June 30, 2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) available to common stockholders
$ 154,962 $ 126,988 $ 36,991 $ ( 726 )
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Amortization of deferred financing costs 4,803 1,166 774 1,461
Equity (income) loss of subsidiaries ( 154,962 ) ( 126,988 ) ( 36,991 ) 726
Deferred tax (benefit) expense ( 19,369 ) ( 67,500 ) ( 51,527 ) —
Decrease (increase) in operating assets:
Investments in subsidiaries 274,444 384,934 207,931 ( 552 )
Receivables from related parties ( 4,088 ) ( 498 ) ( 12,744 ) 253
Notes receivable from related party ( 469,391 ) ( 196,192 ) ( 1,124,589 ) ( 348,040 )
Other assets 27,229 ( 48,445 ) ( 87,613 ) 3,836
(Decrease) increase in operating liabilities:
Accounts payable, accrued and other liabilities 3,114 ( 6,517 ) 20,191 3,568
Net cash provided by (used in) operating activities
( 183,258 ) 66,948 ( 1,047,577 ) ( 339,474 )
CASH FLOWS FROM INVESTING ACTIVITIES:
Loan to related parties ( 120,000 ) ( 180,000 ) — —
Repayment of loan to related parties 120,000 180,000 — —
Net cash provided by (used in) investing activities
— — — —
CASH FLOWS FROM FINANCING ACTIVITIES:
Dividends to stockholders $ ( 38,994 ) $ ( 33,800 ) $ ( 9,360 ) $ ( 7,558 )
Repurchase of Class A common stock ( 281,514 ) ( 262,211 ) ( 66,778 ) ( 46,481 )
Issuance of senior notes, net of deferred issuance costs 692,741 494,989 884,781 346,579
Redemption of equity awards — — ( 155 ) ( 1,043 )
Repayments of senior notes ( 288,153 ) ( 255,526 ) — —
Unsecured revolving credit agreement borrowings
745,000 470,564 239,033 —
Unsecured revolving credit agreement repayments ( 705,000 ) ( 515,000 ) — —
Repayment of short-term borrowings from related parties — ( 275,000 ) — —
Issuance of short term borrowings from related parties 20,000 275,000 — —
Distributions from subsidiaries 38,994 33,800 — 47,861
Proceeds from dividend reinvestment plan 137 277 85 84
Net cash provided by (used in) financing activities
183,211 ( 66,907 ) 1,047,606 339,442
Net increase (decrease) in cash and cash equivalents ( 47 ) 41 29 ( 32 )
Cash and cash equivalents at beginning of period 70 29 — 49
Cash and cash equivalents at end of period $ 23 $ 70 $ 29 $ 17
Supplemental cash information:
Cash paid (refund) during the period for taxes $ 9,230 $ ( 5 ) $ — $ 9,581
Cash paid during the period for interest 103,081 78,448 10,702 26,404
Supplemental non-cash information:
Issuance of Class A common stock upon exchange of limited partnership interests $ — $ — $ — $ 45,868
Issuance of Class A and contingent Class A common stock and limited partnership interests for acquisitions 6,588 8,519 4,514 2,761
See accompanying Notes to Financial Statements.
Table of Contents
BGC GROUP, INC.
(Parent Company Only)
NOTES TO FINANCIAL STATEMENTS
1. Organization and Basis of Presentation
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. (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. should be read in conjunction with the Consolidated Financial Statements of BGC Group, Inc. and subsidiaries and the notes thereto.
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 the years ended December 31, 2024 and 2023, the comparable cash dividend amounts were $ 0.07 and $ 0.04 per share, respectively.
2. Commitments, Contingencies and Guarantees
On April 8, 2019, the Company entered into a $ 15.0 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 3.77 % and matured on April 8, 2023, at which point the loan was repaid in full; 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, 2025 and 2024. BGC Partners recorded interest expense related to this secured loan arrangement of nil for the year ended December 31, 2023.
3. Notes Payable and Other Borrowings
Exchange Offer
On October 6, 2023, BGC Group completed the Exchange Offer, in which BGC Group offered to exchange the BGC Partners Notes for new notes to be issued by BGC Group with the same respective interest rates, maturity dates and substantially identical terms as the tendered notes, and cash. In connection with the Exchange Offer, and on behalf of BGC Partners, BGC Group also solicited consents from (i) holders of the BGC Partners Notes to certain proposed amendments to the indenture and supplemental indentures pursuant to which such BGC Partners Notes were issued to, among other things, eliminate certain affirmative and restrictive covenants and events of default, including the “Change of Control” provisions described below, which had applied to each series of the BGC Partners Notes, and (ii) holders of the BGC Partners 8.000 % Senior Notes to amend the registration rights agreement relating thereto to terminate such agreement. As of September 19, 2023, the requisite note holder consents were received to adopt the proposed indenture amendments and terminate the registration rights agreement relating to the BGC Partners 8.000 % Senior Notes. In connection with the October 6, 2023 closing of the Exchange Offer, (i) $ 255.5 million aggregate principal amount of BGC Partners 3.750 % Senior Notes were exchanged for BGC Group 3.750 % Senior Notes and subsequently cancelled, $ 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, $ 347.2 million aggregate principal amount of BGC Partners 8.000 % Senior Notes were exchanged for BGC Group 8.000 % Senior Notes and subsequently cancelled, and equivalent aggregate principal amounts of BGC Group 3.750 % Senior Notes, BGC Group 4.375 % Senior Notes and BGC Group 8.000 % Senior Notes, respectively, were issued; (ii) the indenture and supplemental indentures relating to the BGC Partners 3.750 % Senior Notes, the BGC Partners 4.375 % Senior Notes and the BGC Partners 8.000 % Senior Notes were amended as proposed; 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 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.
Table of Contents
Unsecured Senior Revolving Credit Agreement
On November 28, 2018, BGC Partners entered into the Revolving Credit Agreement with Bank of America, N.A., as administrative agent, and a syndicate of lenders, which replaced the previously existing committed unsecured senior revolving credit agreement. The maturity date of the Revolving Credit Agreement was November 28, 2020, and the maximum revolving loan balance was $ 350.0 million. Borrowings under this Revolving Credit Agreement bore interest at either LIBOR or a defined base rate plus additional margin. On December 11, 2019, BGC Partners entered into an amendment to the Revolving Credit Agreement. Pursuant to the amendment, the maturity date was extended to February 26, 2021. On February 26, 2020, BGC Partners entered into a second amendment to the Revolving Credit Agreement, pursuant to which, the maturity date was extended by two years to February 26, 2023. There was no change to the interest rate or the maximum revolving loan balance. On March 10, 2022, BGC Partners entered into an amendment and restatement of the senior unsecured revolving credit agreement, pursuant to which the maturity date was extended to March 10, 2025, the size of the credit facility was increased to $ 375.0 million, and borrowings under this agreement bear interest based on either SOFR or a defined base rate plus additional margin. On October 6, 2023, the Revolving Credit Agreement was amended to exclude the BGC Partners Notes from the restrictive covenant in the Revolving Credit Agreement limiting the indebtedness of subsidiaries, and BGC Group assumed all of the rights and obligations of BGC Partners under the Revolving Credit Agreement and has become the borrower thereunder. On April 26, 2024, the Company amended and restated the Revolving Credit Agreement to, among other things, extend the maturity date to April 26, 2027, and provide the Company with the right to increase the facility up to $ 475.0 million, subject to certain conditions being met. On December 6, 2024, the Company amended the amended and restated Revolving Credit Agreement to increase the size of the credit facility to $ 700.0 million. The borrowing rates and financial covenants under the amended and restated Revolving Credit Agreement, as amended, are substantially unchanged.
As of December 31, 2025, there were $ 237.6 million borrowings outstanding, net of deferred financing costs of $ 2.4 million under the Revolving Credit Agreement. As of December 31, 2024, there were $ 195.8 million of borrowings outstanding, net of deferred financing costs of $ 4.2 million under the Revolving Credit Agreement. 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 $ 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
On July 24, 2018, BGC Partners issued an aggregate of $ 450.0 million principal amount of BGC Partners 5.375 % Senior Notes. The BGC Partners 5.375 % Senior Notes were general senior unsecured obligations of BGC Partners. The BGC Partners 5.375 % Senior Notes bore interest at a rate of 5.375 % per year, payable in cash on January 24 and July 24 of each year, commencing January 24, 2019. The BGC Partners 5.375 % Senior Notes matured on July 24, 2023. Prior to maturity, BGC Partners was able to redeem some or all of the BGC Partners 5.375 % 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 Partners 5.375 % Senior Notes). If a “Change of Control Triggering Event” (as defined in the supplemental indenture governing the BGC Partners 5.375 % Senior Notes) occurred, holders could have required BGC Partners 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 Partners 5.375 % Senior Notes was $ 444.2 million, net of discount and debt issuance costs of $ 5.8 million. The issuance costs were amortized as interest expense and the carrying value of the BGC Partners 5.375 % Senior Notes accreted up to the face amount over the term of the notes. 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 for the year ended December 31, 2023.
Table of Contents
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 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. The BGC Partners 3.750 % Senior Notes matured on October 1, 2024. BGC Partners was able to redeem some or all of the BGC Partners 3.750 % 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 3.750 % Senior Notes). The initial carrying value of the BGC Partners 3.750 % Senior Notes was $ 296.1 million, net of discount and debt issuance costs of $ 3.9 million. The issuance costs were amortized as interest expense and the carrying value of the BGC Partners 3.750 % 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, $ 255.5 million aggregate principal amount of BGC Partners 3.750 % Senior Notes were exchanged for BGC Group 3.750 % Senior Notes and subsequently cancelled, and certain amendments to the indenture and supplemental indenture governing the BGC Partners 3.750 % Senior Notes became effective. The BGC Group 3.750 % Senior Notes matured on October 1, 2024 and 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, 2024. BGC Group was able to redeem some or all of the BGC Group 3.750 % 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 3.750 % Senior Notes). If a “Change of Control Triggering Event” (as defined in the supplemental indenture related to the BGC Group 3.750 % 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, $ 44.5 million aggregate principal amount of BGC Partners 3.750 % Senior Notes remained outstanding.
On October 1, 2024, BGC Group repaid the principal plus accrued interest on the BGC Group 3.750 % Senior Notes. 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 $ 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 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 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 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 held $ 14.5 million aggregate principal amount of BGC Group 4.375 % Senior Notes upon maturity.
Table of Contents
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
On May 25, 2023, BGC Partners issued an aggregate of $ 350.0 million principal amount of BGC Partners 8.000 % Senior Notes. The BGC Partners 8.000 % Senior Notes are general unsecured obligations of BGC Partners. The BGC Partners 8.000 % Senior Notes bear interest at a rate of 8.000 % per year, payable in cash on May 25 and November 25 of each year, commencing November 25, 2023. The BGC Partners 8.000 % Senior Notes will mature on May 25, 2028. BGC Partners may redeem some or all of the BGC Partners 8.000 % 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 8.000 % Senior Notes). The initial carrying value of the BGC Partners 8.000 % Senior Notes was $ 346.6 million, net of discount and debt issuance costs of $ 3.4 million. The issuance costs are amortized as interest expense and the carrying value of the BGC Partners 8.000 % Senior Notes will accrete up to the face amount over the term of the notes.
On October 6, 2023, pursuant to the Exchange Offer, $ 347.2 million aggregate principal amount of BGC Partners 8.000 % Senior Notes were exchanged for BGC Group 8.000 % Senior Notes and subsequently cancelled, and certain amendments to the indenture and supplemental indenture governing the BGC Partners 8.000 % Senior Notes became effective. The BGC Group 8.000 % Senior Notes will mature on May 25, 2028 and bear interest at a rate of 8.000 % per year, payable in cash on May 25 and November 25 of each year, commencing November 25, 2023. BGC Group may redeem some or all of the BGC Group 8.000 % 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 8.000 % Senior Notes). If a “Change of Control Triggering Event” (as defined in the supplemental indenture related to the BGC Group 8.000 % 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.
Following closing of the Exchange Offer, $ 2.8 million aggregate principal amount of the BGC Partners 8.000 % Senior Notes remained outstanding. In connection with the issuance of the BGC Partners 8.000 % Senior Notes, BGC Partners entered into a registration rights agreement providing for a future registered exchange offer by May 25, 2024 in which holders of the BGC Partners 8.000 % Senior Notes, issued in a private placement on May 25, 2023, could exchange such notes for new registered notes with substantially identical terms. Such registration rights agreement was terminated in connection with the closing of the Exchange Offer.
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, $ 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. BGC Partners recorded interest expense related to the BGC Partners 8.000 % Senior Notes of $ 10.0 million for the year ended December 31, 2023.
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. The BGC Group 6.600 % Senior Notes are general unsecured obligations of BGC Group. The BGC Group 6.600 % Senior Notes bear interest at a rate of 6.600 % per year, payable in cash on June 10 and December 10 of each year, commencing December 10, 2024. The BGC Group 6.600 % Senior Notes will mature on June 10, 2029. 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.
Table of Contents
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. 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
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 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.
Table of Contents
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.