bgcp-20250331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 10-Q

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☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended March 31, 2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 001-35591

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BGC Group, Inc.

(Exact name of registrant as specified in its charter)

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Delaware			86-3748217
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)
499 Park Avenue, New York, NY			10022
(Address of principal executive offices)			(Zip Code)

(212) 610-2200

(Registrant’s telephone number, including area code)

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Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol(s)

Name of each exchange on which registered

Class A Common Stock, $0.01 par value

BGC

The Nasdaq Stock Market, LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

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Smaller Reporting Company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

On May 9, 2025, the registrant had 378,720,478 shares of Class A common stock, $0.01 par value, and 109,452,953 shares of Class B common stock, $0.01 par value, outstanding.

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BGC GROUP, INC.

TABLE OF CONTENTS


		Page
PART I—FINANCIAL INFORMATION
	Glossary of Terms, Abbreviations and Acronyms	2
ITEM 1	Financial Statements (unaudited)	16
	Condensed Consolidated Statements of Financial Condition—At March 31, 2025 and December 31, 2024	16
	Condensed Consolidated Statements of Operations—For the Three Months Ended March 31, 2025 and March 31, 2024	17
	Condensed Consolidated Statements of Comprehensive Income (Loss)—For the Three Months Ended March 31, 2025 and March 31, 2024	18
	Condensed Consolidated Statements of Cash Flows—For the Three Months Ended March 31, 2025 and March 31, 2024	19
	Condensed Consolidated Statements of Changes in Equity—For the Three Months Ended March 31, 2025 and March 31, 2024	21

	Notes to Condensed Consolidated Financial Statements	23
ITEM 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	69
ITEM 3	Quantitative and Qualitative Disclosures About Market Risk	96
ITEM 4	Controls and Procedures	98
PART II—OTHER INFORMATION
ITEM 1	Legal Proceedings	99
ITEM 1A	Risk Factors	99
ITEM 2	Unregistered Sales of Equity Securities and Use of Proceeds	99
ITEM 3	Defaults Upon Senior Securities	99
ITEM 4	Mine Safety Disclosures	99
ITEM 5	Other Information	100
ITEM 6	Exhibits	101
Signatures		102

Except as otherwise indicated or the context otherwise requires, as used herein, the terms “BGC,” the “Company,” “we,” “our,” and “us” refer to: (i) following the closing of the Corporate Conversion, effective July 1, 2023, BGC Group and its consolidated subsidiaries, including BGC Partners; and (ii) prior to the effective time of the Corporate Conversion, BGC Partners and its consolidated subsidiaries. See Note 1—“Organization and Basis of Presentation” to the unaudited Condensed Consolidated Financial Statements herein for more information regarding the Corporate Conversion, and refer to the “Glossary of Terms, Abbreviations and Acronyms” for the definitions of terms used above and throughout the remainder of this Quarterly Report on Form 10-Q.

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GLOSSARY OF TERMS, ABBREVIATIONS AND ACRONYMS

The following terms, abbreviations and acronyms are used to identify frequently used terms and phrases that may be used in this report:


TERM			DEFINITION
2019 Form S-4 Registration Statement			On September 13, 2019, BGC filed a registration statement on Form S-4 with respect to the offer and sale of up to 20.0 million shares of BGC Class A common stock in connection with business combination transactions, including acquisition of other businesses, assets, properties or securities

Adjusted Earnings			A non-GAAP financial measure used by the Company to evaluate financial performance, which primarily excludes (i) certain non-cash items and other expenses that generally do not involve the receipt or outlay of cash and do not dilute existing stockholders, and (ii) certain gains and charges that management believes do not best reflect the ordinary results of BGC

ADV			Average daily volume

Americas			United States and other countries included in North America and South America

APAC			Asia-Pacific

API			Application Programming Interface

ASC			Accounting Standards Codification

ASU			Accounting Standards Update

Audit Committee			Audit Committee of the Board

August 2022 Sales Agreement			CEO Program sales agreement, by and between the Company and CF&Co, dated August 12, 2022, pursuant to which the Company could offer and sell up to an aggregate of $300.0 million of shares of BGC Class A common stock

Aurel			The Company’s French subsidiary, Aurel BGC SAS

BGC			(i) Following the closing of the Corporate Conversion, BGC Group and, where applicable, its consolidated subsidiaries, including BGC Partners, and (ii) prior to the closing of the Corporate Conversion, BGC Partners and, where applicable, its consolidated subsidiaries

BGC Class A common stock or our Class A common stock			BGC Class A common stock, par value $0.01 per share

BGC Class B common stock or our Class B common stock			BGC Class B common stock, par value $0.01 per share

BGC Credit Agreement			Agreement between BGC Partners and Cantor, dated March 19, 2018, that permits each party or its subsidiaries to borrow up to $250.0 million, as amended on August 6, 2018, assumed by BGC Group on October 6, 2023, and further amended March 8, 2024, to increase the facility to $400.0 million at a rate equal to 25 basis points less than the applicable borrower’s borrowing rate under such borrower’s revolving credit agreement with unaffiliated third parties as administrative agent and lenders as may be in effect from time to time. On June 7, 2024, the agreement was amended a third time to permit BGC Group and its subsidiaries and Cantor and its subsidiaries to borrow from each other up to $400.0 million pursuant to a new category of “FICC-GSD Margin Loans”

BGC Entity Group			BGC Partners, BGC Holdings, BGC U.S. OpCo and their respective subsidiaries (other than, prior to the Spin-Off, the Newmark Group), collectively, and in each case as such entities existed prior to the Corporate Conversion

BGCF			BGC Financial, L.P.

BGC Global OpCo			BGC Global Holdings, L.P., an operating partnership, which holds the non-U.S. businesses of BGC and which is indirectly wholly owned, following the closing of the Corporate Conversion, by BGC Group

BGC Group			BGC Group, Inc., and where applicable its consolidated subsidiaries

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TERM			DEFINITION
BGC Group 3.750% Senior Notes			$255.5 million principal amount of 3.750% senior notes which matured on October 1, 2024 and were issued on October 6, 2023 in connection with the Exchange Offer

BGC Group 4.375% Senior Notes			$288.2 million principal amount of 4.375% senior notes maturing on December 15, 2025 and issued on October 6, 2023 in connection with the Exchange Offer

BGC Group 6.150% Senior Notes			$700.0 million principal amount of 6.150% senior notes maturing on April 2, 2030 and issued on April 2, 2025

BGC Group 6.600% Senior Notes			$500.0 million principal amount of 6.600% senior notes maturing on June 10, 2029 and issued on June 10, 2024

BGC Group 8.000% Senior Notes			$347.2 million principal amount of 8.000% senior notes maturing on May 25, 2028 and issued on October 6, 2023 in connection with the Exchange Offer

BGC Group Equity Plan			BGC Partners Equity Plan, as amended and restated and renamed the “BGC Group, Inc. Long Term Incentive Plan” and assumed by BGC Group in connection with the Corporate Conversion

BGC Group Incentive Plan			Second Amended and Restated BGC Partners Incentive Bonus Compensation Plan, as amended and restated and renamed the “BGC Group, Inc. Incentive Bonus Compensation Plan” and assumed by BGC Group in connection with the Corporate Conversion

BGC Group Notes			BGC Group 3.750% Senior Notes, BGC Group 4.375% Senior Notes, BGC Group 6.600% Senior Notes and BGC Group 8.000% Senior Notes issued by BGC Group

BGC Holdings			BGC Holdings, L.P., an entity which, prior to the Corporate Conversion, was owned by Cantor, Founding Partners, BGC employee partners and, after the Separation, Newmark employee partners

BGC Holdings Distribution			Pro-rata distribution, pursuant to the Separation and Distribution Agreement, by BGC Holdings to its partners of all of the exchangeable limited partnership interests of Newmark Holdings owned by BGC Holdings immediately prior to the distribution, completed on the Distribution Date

BGC Holdings Limited Partnership Agreement			Second Amended and Restated BGC Holdings Limited Partnership Agreement

BGC OpCos			BGC U.S. OpCo and BGC Global OpCo, collectively

BGC Partners			BGC Partners, Inc. and, where applicable, its consolidated subsidiaries

BGC Partners 3.750% Senior Notes			$300.0 million principal amount of 3.750% senior notes which matured on October 1, 2024 and were issued on September 27, 2019. Following the Exchange Offer on October 6, 2023, $44.5 million aggregate principal amount of the BGC Partners 3.750% Senior Notes remained outstanding

BGC Partners 4.375% Senior Notes			$300.0 million principal amount of 4.375% senior notes maturing on December 15, 2025 and issued on July 10, 2020. Following the Exchange Offer on October 6, 2023, $11.8 million aggregate principal amount of the BGC Partners 4.375% Senior Notes remain outstanding

BGC Partners 8.000% Senior Notes			$350.0 million principal amount of 8.000% senior notes maturing on May 25, 2028 and issued on May 25, 2023. Following the Exchange Offer on October 6, 2023, $2.8 million aggregate principal amount of the BGC Partners 8.000% Senior Notes remained outstanding

BGC Partners Equity Plan			Eighth Amended and Restated Long Term Incentive Plan, approved by BGC Partners’ stockholders at the annual meeting of stockholders on November 22, 2021

BGC Partners Incentive Plan			BGC Partners’ Second Amended and Restated Incentive Bonus Compensation Plan, approved by BGC Partners’ stockholders at the annual meeting of stockholders on June 6, 2017

BGC Partners Notes			BGC Partners 3.750% Senior Notes, BGC Partners 4.375% Senior Notes, and BGC Partners 8.000% Senior Notes issued by BGC Partners

BGC U.S. OpCo			BGC Partners, L.P., an operating partnership, which holds the U.S. businesses of BGC and which is indirectly wholly owned, following the closing of the Corporate Conversion, by BGC Group

Board			Board of Directors of the Company

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TERM			DEFINITION
Brexit			Exit of the U.K. from the EU

Cantor			Cantor Fitzgerald, L.P. and, where applicable, its consolidated subsidiaries

Cantor group			Cantor and its subsidiaries other than BGC, including Newmark

Cantor units			Limited partnership interests, prior to the Corporate Conversion, of BGC Holdings, held by the Cantor group, which BGC Holdings units were exchangeable into shares of BGC Class A common stock or BGC Class B common stock, as applicable

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

CCRE			Cantor Commercial Real Estate Company, L.P.

CECL			Current Expected Credit Losses

CEO Program			Controlled equity offering program

CF&Co			Cantor Fitzgerald & Co., a wholly owned broker-dealer subsidiary of Cantor

CFGM			CF Group Management, Inc., the general partner of Cantor

CFTC			Commodity Futures Trading Commission

Charity Day			BGC’s annual event held on September 11th where employees of the Company raise proceeds for charity

CIO			Chief Information Officer

CISO			Chief Information Security Officer

Clearing Capital Agreement			Agreement dated November 5, 2008, between BGC Partners and Cantor regarding clearing capital, as amended from time to time and assumed by BGC Group on June 7, 2024. On June 7, 2024, the agreement was amended to modify the rate charged by Cantor for posting margin in respect of trades cleared on behalf of the Company to a rate equal to Cantor’s cost of funding such margin through a draw on a third party credit facility provided to Cantor for which the use of proceeds is to finance clearinghouse margin deposits and related transactions

Clearing Services Agreement			Agreement dated May 9, 2006, between CF&Co and BGCF pursuant to which certain clearing services are provided to BGC and its subsidiaries from Cantor and its subsidiaries, in exchange for payment by BGC and its subsidiaries of third-party clearing costs and allocated costs. On June 7, 2024, the agreement was amended to modify the rate charged by CF&Co for posting margin in respect of trades cleared on behalf of BGCF to a rate equal to CF&Co’s cost of funding such margin through a draw on a third party credit facility provided to CF&Co for which the use of proceeds is to finance clearinghouse margin deposits and related transactions

CME			CME Group Inc., a leading derivatives marketplace, made up of four exchanges: CME, CBOT, NYMEX and COMEX

Company			Refers to (i) from after the effective time of the Corporate Conversion, BGC Group and its consolidated subsidiaries, including BGC Partners; and (ii) prior to the effective time of the Corporate Conversion, BGC Partners and its consolidated subsidiaries

Company Debt Securities			The BGC Group Notes, the BGC Partners Notes and any future debt securities issued by the Company or its subsidiaries

Company Equity Securities			BGC Group stock or other equity securities

Compensation Committee			Compensation Committee of the Board

ContiCap			ContiCap SA, a wholly owned subsidiary of the Company, acquired on November 1, 2023

Contribution Ratio			Equal to a BGC Holdings limited partnership interest multiplied by one, divided by 2.2 (or 0.4545)

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TERM			DEFINITION
Corporate Conversion			A series of mergers and related transactions pursuant to which, effective at 12:02 AM Eastern Time on July 1, 2023, BGC Partners and BGC Holdings became wholly owned subsidiaries of BGC Group, transforming the organizational structure of the BGC businesses from an “Up-C” structure to a simplified “Full C-Corporation” structure

Corporate Conversion Agreement			The Corporate Conversion Agreement entered into on November 15, 2022, and as amended on March 29, 2023, by and among BGC Partners, BGC Holdings, BGC Group and other affiliated entities, and, solely for the purposes of certain provisions therein, Cantor, that provides for the Corporate Conversion of the BGC businesses

Corporate Conversion Mergers			The Holdings Reorganization Merger, the Corporate Merger, and the Holdings Merger, collectively

Corporate Merger			The merger of Merger Sub 1 with and into BGC Partners on July 1, 2023

COVID-19			Coronavirus Disease 2019

Credit Facility			A $150.0 million credit facility between BGC Group and an affiliate of Cantor entered into on April 21, 2017, which was terminated on March 19, 2018

DCM			Designated Contract Market

DCO			Derivatives Clearing Organization

Deed			Mr. Windeatt’s Deed of Adherence, as amended, with the U.K. Partnership regarding the terms of employment

Distribution Date			November 30, 2018, the date that BGC Partners and BGC Holdings completed the Spin-Off and the BGC Holdings Distribution, respectively

Dodd-Frank Act			Dodd-Frank Wall Street Reform and Consumer Protection Act

DRIP			Dividend Reinvestment and Stock Purchase Plan

DRIP Registration Statement			Registration statement on Form S-3 with respect to the offer and sale of up to 10.0 million shares of BGC Class A common stock under the DRIP

ECB			European Central Bank

ECS			Energy, Commodities, and Shipping

EMEA			Europe, Middle East, and Africa

EPS			Earnings Per Share

ESG			Environmental, Social and Governance, including sustainability or similar items

eSpeed			Various assets comprising the Fully Electronic portion of the Company’s former benchmark on-the-run U.S. Treasury brokerage, market data and co-location service businesses, sold to Nasdaq on June 28, 2013

EU			European Union

Exchange Act			Securities Exchange Act of 1934, as amended

Exchange Offer			Consent solicitations and offers to exchange the BGC Partners 3.750% Senior Notes, BGC Partners 4.375% Senior Notes and BGC Partners 8.000% Senior Notes issued by BGC Partners for the BGC Group 3.750% Senior Notes, BGC Group 4.375% Senior Notes and BGC Group 8.000% Senior Notes issued by BGC Group, in each case with substantially similar terms to the corresponding series of BGC Partners Notes, completed on October 6, 2023

Exchange Ratio			Ratio by which a Newmark Holdings limited partnership interest can be exchanged for shares of Newmark Class A or Class B common stock

FASB			Financial Accounting Standards Board

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TERM			DEFINITION
FCA			Financial Conduct Authority of the U.K.

FCM			Futures Commission Merchant

FDIC			Federal Deposit Insurance Corporation

Fenics			BGC’s group of electronic brands, offering a number of market infrastructure and connectivity services, Fully Electronic marketplaces, and the Fully Electronic brokerage of certain products that also may trade via Voice and Hybrid execution, including market data and related information services, Fully Electronic brokerage, connectivity software, compression and other post-trade services, analytics related to financial instruments and markets, and other financial technology solutions; includes Fenics Growth Platforms and Fenics Markets

Fenics Growth Platforms			Consists of FMX UST, Fenics GO, Lucera, FMX FX and other newer standalone platforms, including FMX Futures Exchange

Fenics Integrated			Represents Fenics businesses that utilize sufficient levels of technology such that significant amounts of their transactions can be, or are, executed without broker intervention and have expected pre-tax margins of at least 25%

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

FICC			Fixed Income Clearing Corporation

FICC-GSD Margin Loans			Loans made by a party under the BGC Credit Agreement, the use of proceeds of which will be to directly or indirectly (i) post margin at any clearinghouse, including without limitation the Government Securities Division of the FICC, (ii) keep funds available for the purpose of posting such margin or (iii) otherwise facilitate the clearing and settlement of trades

FINRA			Financial Industry Regulatory Authority

FMX			FMX Holdings, LLC, which holds BGC’s business of providing a fully electronic neutral forum in which all participants enter into electronic transactions with respect to U.S. Treasuries, U.S. treasury futures, U.S. SOFR futures and other select products

FMX Equity Partners			Bank of America, Barclays, Citadel Securities, Citi, Goldman Sachs, J.P. Morgan, Jump Trading Group, Morgan Stanley, Tower Research Capital, and Wells Fargo, being the banks which contributed $172 million between April 23, 2024 and April 24, 2024 into FMX in exchange for a 25.75% ownership interest in FMX at a post-money equity valuation of $667 million. The FMX Equity Partners received an additional 10.3% of equity ownership subject to driving trading volumes and meeting certain volume targets across the FMX ecosystem

FMX Futures Exchange			FMX Futures Exchange, L.P., which is wholly owned by FMX, and received approval from the CFTC to operate an exchange for U.S. treasury futures and U.S. SOFR futures

FMX Separation			On April 23, 2024, BGC and FMX entered into a separation agreement pursuant to which BGC contributed the assets and liabilities related to FMX’s business to FMX, and pursuant to which BGC and FMX agreed to certain restrictions in the operations of their respective businesses

Founding Partners			Individuals who became limited partners of BGC Holdings in the mandatory redemption of interests in Cantor in connection with the 2008 separation and merger of Cantor’s BGC division with eSpeed, Inc. (provided that members of the Cantor group and Mr. Howard W. Lutnick (including any entity directly or indirectly controlled by Mr. Howard W. Lutnick or any trust with respect to which he is a grantor, trustee or beneficiary) are not founding partners) and became limited partners of Newmark Holdings in the Separation

Founding/Working Partners			Holders of FPUs

FPUs			Founding/Working Partners units, in BGC Holdings, prior to the Corporate Conversion, or Newmark Holdings, generally redeemed upon termination of employment

Freedom			Freedom International Brokerage Company, a 45% voting interest ownership equity method investment of the Company
Fully Electronic			Broking transactions intermediated on a solely electronic basis rather than by Voice or Hybrid broking

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TERM			DEFINITION
Futures Exchange Group			A wholly owned subsidiary of the Company made up of the following entities: CFLP CX Futures Exchange Holdings, LLC, CFLP CX Futures Exchange Holdings, L.P., CX Futures Exchange Holdings, LLC, CX Clearinghouse Holdings, LLC, FMX Futures Exchange and CX Clearinghouse, L.P.

FX			Foreign exchange

G20			A forum for the world’s major economies to discuss economic, social, and development issues

GFI			GFI Group Inc., a wholly owned subsidiary of the Company, acquired on January 12, 2016

GILTI			Global Intangible Low-Taxed Income

Ginga			Ginga Petroleum (Singapore) Pte Ltd, a wholly owned subsidiary of the Company, acquired on March 12, 2019

GSD			Government Securities Division

GUI			Graphical User Interface

HDUs			LPUs with capital accounts, which were liability awards recorded in “Accrued compensation” in the Company’s unaudited Condensed Consolidated Statements of Financial Condition

Holdings Merger			The merger of Merger Sub 2 with and into Holdings Merger Sub

Holdings Merger Sub			BGC Holdings Merger Sub, LLC, a Delaware limited liability company, wholly owned subsidiary of the Company, and successor to BGC Holdings

Holdings Reorganization Merger			The reorganization of BGC Holdings from a Delaware limited partnership into a Delaware limited liability company through a merger with and into Holdings Merger Sub

Hybrid			Broking transactions executed by brokers and involving some element of Voice broking and electronic trading

ICAP			ICAP plc, a part of TP ICAP group, and a leading markets operator and provider of execution and information services

ICE			Intercontinental Exchange

Investment Company Act			Investment Company Act of 1940, as amended

July 2023 Sales Agreement			CEO Program sales agreement, by and between the Company and CF&Co, dated July 3, 2023, pursuant to which the Company can offer and sell up to an aggregate of $300.0 million of shares of BGC Class A common stock

LCH			London Clearing House

LIBOR			London Interbank Offering Rate

Liquidity			A non-GAAP financial measure, comprised of the sum of Cash and cash equivalents, Reverse Repurchase Agreements, and Financial instruments owned, at fair value, less Securities loaned and Repurchase Agreements

LPUs			Certain limited partnership units of BGC Holdings prior to the Corporate Conversion, or Newmark Holdings, held by certain employees of BGC and Newmark and other persons who have provided services to BGC or Newmark, which units may include APSIs, APSUs, AREUs, ARPSUs, HDUs, U.K. LPUs, N Units, PLPUs, PPSIs, PPSUs, PSEs, PSIs, PSUs, REUs, and RPUs, along with future types of limited partnership units in Newmark Holdings

LSEG			London Stock Exchange Group

Lucera			A wholly owned subsidiary of the Company, also known as “LFI Holdings, LLC” or “LFI,” which is a software defined network offering the trading community direct connectivity

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TERM			DEFINITION
March 2021 Form S-3 Registration Statement			CEO Program shelf Registration Statement on Form S-3 filed on March 8, 2021

MarketAxess			MarketAxess Holdings Inc.

Merger Sub 1			BGC Partners II, Inc., a Delaware corporation and wholly owned subsidiary of BGC Group

Merger Sub 2			BGC Partners II, LLC, a Delaware limited liability company and wholly owned subsidiary of BGC Group

MiFID II			Markets in Financial Instruments Directive II, a legislative framework instituted by the EU to regulate financial markets and improve protections for investors by increasing transparency and standardizing regulatory disclosures

Mint Brokers			A wholly owned subsidiary of the Company, acquired on August 19, 2010, registered as an FCM with both the CFTC and the NFA

Nasdaq			Nasdaq, Inc., formerly known as NASDAQ OMX Group, Inc.

NDF			Non-deliverable forwards

Newmark			Newmark Group, Inc. (Nasdaq symbol: NMRK), a publicly traded and former majority-owned subsidiary of BGC Partners until the Distribution Date, and, where applicable, its consolidated subsidiaries

Newmark Class A common stock			Newmark Class A common stock, par value $0.01 per share

Newmark Class B common stock			Newmark Class B common stock, par value $0.01 per share

Newmark Group			Newmark, Newmark Holdings, and Newmark OpCo and their respective consolidated subsidiaries, collectively

Newmark Holdings			Newmark Holdings, L.P.

Newmark IPO			Initial public offering of 23 million shares of Newmark Class A common stock by Newmark at a price of $14.00 per share in December 2017

Newmark OpCo			Newmark Partners, L.P., an operating partnership, which is owned jointly by Newmark and Newmark Holdings and holds the businesses of Newmark

NFA			National Futures Association

Non-GAAP			A financial measure that differs from the most directly comparable measure calculated and presented in accordance with U.S. GAAP, such as Adjusted Earnings and Liquidity

N Units			Non-distributing partnership units, of BGC Holdings, prior to the Corporate Conversion, or Newmark Holdings, that may not be allocated any item of profit or loss, and may not be made exchangeable into shares of Class A common stock, including NREUs, NPREUs, NLPUs, NPLPUs, NPSUs, and NPPSUs

OCC			Options Clearing Corporation

Open Energy Group			Open Energy Group Inc., a wholly owned subsidiary of the Company, acquired on November 1, 2023

OTC			Over-the-counter

OTC Global			OTC Global Holdings, LP

Period Cost Method			Treatment of taxes associated with the GILTI provision as a current period expense when incurred rather than recording deferred taxes for basis differences

Peer Group			BGC’s peer group for purposes of Item 201(e) of Regulation S-K, which consists of Compagnie Financière Tradition SA and TP ICAP plc

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TERM			DEFINITION
Poten & Partners			Poten & Partners Group, Inc., a wholly owned subsidiary of the Company, acquired on November 15, 2018

Preferred Distribution			Allocation of net profits of BGC Holdings (prior to the Corporate Conversion) or Newmark Holdings to holders of Preferred Units, at a rate of either 0.6875% (i.e., 2.75% per calendar year) or such other amount as set forth in the award documentation

Preferred Return			The lesser of the two-year treasury bond rate or 2.75% annually, as calculated on the determination amount applicable to certain RSU Tax Account awards, which may be adjusted or otherwise determined by management from time to time

Preferred Units			Preferred partnership units of BGC Holdings prior to the Corporate Conversion, or Newmark Holdings, such as PPSUs, which are settled for cash, rather than made exchangeable into shares of Class A common stock, are only entitled to a Preferred Distribution, and are not included in BGC’s or Newmark’s fully diluted share count

Quantile			Quantile Group Limited

Record Date			Close of business on November 23, 2018, in connection with the Spin-Off

Repurchase Agreements			Securities sold under agreements to repurchase that are recorded at contractual amounts, including interest, and accounted for as collateralized financing transactions

Reverse Repurchase Agreements			Agreements to resell securities, with such securities recorded at the contractual amount, including accrued interest, for which the securities will be resold, and accounted for as collateralized financing transactions

Revolving Credit Agreement			BGC Group’s unsecured senior revolving credit agreement with Bank of America, N.A., as administrative agent, and a syndicate of lenders, dated as of November 28, 2018 and most recently amended and restated on April 26, 2024 and amended on December 6, 2024. The Revolving Credit Agreement provides for a maximum revolving loan balance of $700.0 million bearing interest at either SOFR or a defined base rate plus additional margin, and has a maturity date of April 26, 2027

ROU			Right-of-use

RSUs			BGC or Newmark restricted stock units, payable in shares of BGC Class A common stock or Newmark Class A common stock, respectively, held by certain employees of BGC or Newmark and other persons who have provided services to BGC or Newmark, or issued in connection with certain acquisitions

RSU Tax Account			RSU Tax Accounts were issued by BGC in connection with the Corporate Conversion in the place of certain non-exchangeable Preferred Units. The RSU Tax Accounts are settled for cash, rather than vesting into shares of Class A common stock, may be entitled to a Preferred Return, and are not included in BGC’s fully diluted share count. The RSU Tax Accounts were issued in connection with RSUs and are to cover any withholding taxes to be paid when the RSUs vest into shares of BGC Class A common stock

Russia’s Invasion of Ukraine			Russia’s invasion of Ukraine, which led to imposed sanctions by the U.S., U.K., EU, and other countries on Russian counterparties

Sage			Sage Energy Partners, LP, an energy and environmental brokerage firm that the Company acquired on October 1, 2024

SBSEF			Security-based Swap Execution Facility

SEC			U.S. Securities and Exchange Commission

Securities Act			Securities Act of 1933, as amended

SEF			Swap Execution Facility

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TERM			DEFINITION
Separation			Principal corporate transactions pursuant to the Separation and Distribution Agreement, by which BGC Partners, BGC Holdings and BGC U.S. OpCo and their respective subsidiaries (other than the Newmark Group) transferred to Newmark, Newmark Holdings and Newmark OpCo and their respective subsidiaries the assets and liabilities of the BGC Entity Group relating to BGC’s real estate services business, and related transactions, including the distribution of Newmark Holdings units to holders of units in BGC Holdings and the assumption and repayment of certain BGC indebtedness by Newmark

Separation and Distribution Agreement			Separation and Distribution Agreement, by and among the BGC Entity Group, the Newmark Group, Cantor and BGC Global OpCo, originally entered into on December 13, 2017, as amended on November 8, 2018 and amended and restated on November 23, 2018

SOFR			Secured Overnight Financing Rate

SPAC			Special Purpose Acquisition Company

SPAC Investment Banking Activities			Aurel’s investment banking activities with respect to SPACs

Spin-Off			Pro-rata distribution, pursuant to the Separation and Distribution Agreement, by BGC Partners to its stockholders of all the shares of common stock of Newmark owned by BGC Partners immediately prior to the Distribution Date, with shares of Newmark Class A common stock distributed to the holders of shares of BGC Class A common stock (including directors and executive officers of BGC Partners) of record on the Record Date, and shares of Newmark Class B common stock distributed to the holders of shares of BGC Class B common stock (Cantor and CFGM) of record on the Record Date, completed on the Distribution Date

Standing Policy			In December 2010, as amended in 2013 and in 2017 and adopted by BGC Group in connection with the Corporate Conversion, the Audit Committee and the Compensation Committee approved Mr. Howard W. Lutnick’s right, subject to certain conditions, to accept or waive opportunities offered to other executive officers to monetize or otherwise provide liquidity with respect to some or all of their limited partnership units of BGC Holdings or to accelerate the lapse of or eliminate any restrictions on equity awards

Successor			Referring to BGC Group as the parent company for the period following the Corporate Conversion

Tax Act			Tax Cuts and Jobs Act enacted on December 22, 2017

Tower Bridge			Tower Bridge International Services L.P., a subsidiary of the Company, which is 52%-owned by the Company and 48%-owned by Cantor

TP ICAP			TP ICAP plc, an entity formed in December 2016, formerly known as Tullett

Tradeweb			Tradeweb Markets, Inc.

Tradition			Compagnie Financière Tradition SA, a Swiss based inter-dealer broker

Trident			Trident Brokerage Service LLC, a wholly owned subsidiary of the Company, acquired on February 28, 2023

Tullett			Tullett Prebon plc, a part of TP ICAP group and an interdealer broker, primarily operating as an intermediary in the wholesale financial and energy sectors

U.K.			United Kingdom

U.K. Partnership			BGC Services (Holdings) LLP, a wholly owned subsidiary of the Company

U.S. GAAP or GAAP			Generally Accepted Accounting Principles in the United States of America

UBT			Unincorporated Business Tax

VIE			Variable Interest Entity

Voice			Voice-only broking transactions executed by brokers over the telephone

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SPECIAL NOTE ON FORWARD-LOOKING INFORMATION

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. For example, words such as “may,” “will,” “should,” “estimates,” “predicts,” “possible,” “potential,” “continue,” “strategy,” “believes,” “anticipates,” “plans,” “expects,” “intends,” and similar expressions are intended to identify forward-looking statements. The information included herein is given as of the filing date of this Quarterly Report on Form 10-Q with the SEC, and future results or events could differ significantly for these forward-looking statements. Such statements are based upon current expectations that involve risks and uncertainties.

Our actual results and the outcome and timing of certain events may differ significantly from the expectations discussed in the forward-looking statements. Factors that might cause or contribute to such a discrepancy include, but are not limited to, the factors set forth below:

•macroeconomic and other challenges and uncertainties, including those resulting from the conflict between Ukraine and Russia, conflicts in the Middle East and other ongoing or new conflicts in those or other regions or jurisdictions, downgrades of U.S. Treasuries, fluctuating global interest rates, current or expected inflation rates and the Federal Reserve’s responses thereto, stagflation, fluctuations in the value of global currencies, including the U.S. dollar, liquidity concerns regarding and changes in capital requirements for banking and financial institutions, changes in the U.S. and global economies and financial markets, including economic activity, employment levels, global trade relations, new or increased tariffs imposed by the U.S. and foreign governments and other factors driving trade uncertainty, reductions in government spending, recession fears, infrastructure spending, supply chain issues and increased technology costs, market liquidity, and energy costs, as well as the various actions taken in response to these challenges and uncertainties by governments, central banks and others, including consumers and corporate clients and customers, as well as potential changes in these factors as a result of the new U.S. presidential administration;

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

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

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

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

•the effect of industry concentration and reorganization, reduction of customers, and consolidation;

•liquidity, regulatory, cash and clearing capital requirements;

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

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

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

•pandemics and other international health incidents or emergencies, and the impact of natural disasters or weather-related or similar events, including hurricanes and heat waves as well as power failures, communication and transportation disruptions, and other interruptions of utilities or other essential services;

•risks inherent in doing business in international markets or with international partners, and any failure to identify and manage those risks, including economic or geopolitical conditions or uncertainties, the actions of governments or central banks, including the pursuit of trade, border control or other related policies by the U.S. and/or other countries (including U.S.-China trade relations), economic and political volatility in the U.K. and Europe, rising political and other tensions between the U.S. and China, the conflict between Ukraine and Russia, conflicts in the Middle East, other ongoing or new conflicts or other international tensions, hostilities and instability in those or other regions or jurisdictions, additional sanctions and regulations imposed by governments and related counter-sanctions and impacts to cross-border trade and travel as well as potential changes in these factors as a result of the new U.S. presidential administration;

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

•the effect on our businesses, our clients, the markets in which we operate and the economy in general of changes in U.S. and foreign tax and other laws, including changes in tax rates, interpretations of tax law, repatriation rules, and deductibility of interest, potential policy and regulatory changes in other countries, sequestrations, responses to global inflation rates, and other potential changes to tax and other policies resulting from elections and changes in governments;

•the effect on our business of leadership changes and the resulting transition following the confirmation of Mr. Howard W. Lutnick, our former Chief Executive Officer and Chairman of the Board, as U.S. Secretary of Commerce, the appointment of our three Co-Chief Executive Officers to replace Mr. Howard W. Lutnick, our dependence upon our key employees, as well as the competing demands on the time of certain of our key employees who also provide services to Cantor, Newmark and various other ventures and investments sponsored by Cantor or otherwise, our ability to build out successful succession plans, the impact of absence due to illness or leave of certain officers or employees and our ability to attract, retain, motivate and integrate new employees, and our ability to enforce post-employment restrictive covenants on awards previously granted to certain of our key employees and future awards or otherwise, and the Federal Trade Commission’s ban on non-compete provisions (which has been set aside pending appeal), which may impact our employment arrangements and awards if such ban ultimately comes into effect;

•the effects on our business of Mr. Howard W. Lutnick’s intended divestiture of his interests in us, Cantor and CFGM;

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•extensive regulation of our businesses and customers, the timing of regulatory approvals, changes in regulations relating to financial services companies and other industries, and risks relating to U.S. and foreign tax and compliance matters, including regulatory examinations, inspections, audits, investigations and enforcement actions, unavailability of certain tax credits or reliefs or additional tax liabilities or assessments, and any resulting costs, increased financial and capital requirements, enhanced oversight, remediation, fines, penalties, sanctions, and changes to or restrictions or limitations on specific activities, including potential delays in accessing markets, including due to our regulatory status and actions, operations, and compensatory arrangements, and growth opportunities, including acquisitions, hiring, and new businesses, products, or services, as well as risks related to our taking actions to ensure that we and our subsidiaries are not deemed investment companies under the Investment Company Act;

•factors related to specific transactions or series of transactions, including credit, performance, and principal risk, trade failures, potential counterparty failures, and the impact of fraud and unauthorized trading;

•costs and expenses of developing, maintaining, and protecting our intellectual property, utilizing third-party software licensed under “open source” licenses, as well as employment, regulatory, and other litigation and proceedings, and their related costs, including costs and expenses related to acquisitions and other matters, including judgments, indemnities, fines, or settlements paid, reputational risk, requirements that we stop selling or redesign affected products or services, rebrand or restrict our products or services or pay damages to satisfy indemnification commitments with our customers, and the impact thereof on our financial results and cash flows in any given period;

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

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

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

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

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

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

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

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

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

•the impact of unexpected market moves and similar events;

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

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

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

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

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

•the impact of any potential future changes in our capital deployment priorities or any future reductions to our dividends and the timing and amounts of any future dividends, including on our stock price and on our ability to meet expectations with respect to payments of dividends and repurchases of shares of our Class A common stock, or other equity interests in us or any of our other subsidiaries, including from Cantor, our executive officers, other employees, and others, and our ability to pay any excise tax that may be imposed on the repurchase of shares; and

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

The foregoing risks and uncertainties, as well as those risks and uncertainties set forth in this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K for the year ended December 31, 2024, may cause actual results and events to differ materially from the forward-looking statements. The information included herein is given as of the filing date of this Quarterly Report on Form 10-Q with the SEC, and future results or events could differ significantly from these forward-looking statements. The Company does not undertake to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

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WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the SEC. These filings are available to the public from the SEC’s website at www.sec.gov.

Our website address is www.bgcg.com. Through our website we make available, free of charge, the following documents as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC: our Annual Reports on Form 10-K; our proxy statements for our annual and special stockholder meetings; our Quarterly Reports on Form 10-Q; our Current Reports on Form 8-K; Forms 3, 4 and 5 and Schedules 13D with respect to our securities filed on behalf of Cantor, CFGM, our directors and our executive officers; and amendments to those documents. Our website also contains additional information with respect to our industry and business. The information contained on, or that may be accessed through, our website is not part of, and is not incorporated into, this Quarterly Report on Form 10-Q.

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PART I—FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

BGC GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(in thousands, except per share data and numbers of shares)

(unaudited)


	March 31, 2025		December 31, 2024
Assets
Cash and cash equivalents	$	966,357	$	711,584
Cash segregated under regulatory requirements	19,409		21,689
Financial instruments owned, at fair value	179,730		186,197

Receivables from broker-dealers, clearing organizations, customers and related broker-dealers	1,279,425		365,490
Accrued commissions and other receivables, net	401,539		324,213
Loans, forgivable loans and other receivables from employees and partners, net	404,569		360,060

Fixed assets, net	189,474		190,012
Investments	41,644		39,267
Goodwill	540,666		540,290
Other intangible assets, net	235,957		240,910
Receivables from related parties	5,813		7,323
Other assets	619,893		604,932

Total assets	$	4,884,476	$	3,591,967
Liabilities, Redeemable Partnership Interest, and Equity



Accrued compensation	189,222		227,869
Payables to broker-dealers, clearing organizations, customers and related broker-dealers	1,113,821		225,377
Payables to related parties	53,722		28,960
Accounts payable, accrued and other liabilities	696,120		692,982
Notes payable and other borrowings	1,688,640		1,337,540

Total liabilities	3,741,525		2,512,728
Commitments, contingencies and guarantees (Note 19)

Equity
Stockholders’ equity:
Class A common stock, par value $0.01 per share; 1,500,000,000 shares authorized; 431,386,582 and 424,361,066 shares issued at March 31, 2025 and December 31, 2024, respectively; and 378,134,216 and 374,296,914 shares outstanding at March 31, 2025 and December 31, 2024, respectively	4,314		4,244
Class B common stock, par value $0.01 per share; 300,000,000 shares authorized; 109,452,953 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively, convertible into Class A common stock	1,095		1,095
Additional paid-in capital	2,348,207		2,311,104
Treasury stock, at cost: 53,252,366 and 50,064,152 shares of Class A common stock at March 31, 2025 and December 31, 2024, respectively	(355,084)		(331,728)
Retained deficit	(981,052)		(1,026,359)
Accumulated other comprehensive income (loss)	(53,696)		(59,849)
Total stockholders’ equity	963,784		898,507
Noncontrolling interest in subsidiaries	179,167		180,732
Total equity	1,142,951		1,079,239
Total liabilities, redeemable partnership interest, and equity	$	4,884,476	$	3,591,967

The accompanying Notes to the unaudited Condensed Consolidated Financial Statements

are an integral part of these financial statements.

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BGC GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(unaudited)


	Three Months Ended March 31,
	2025		2024
Revenues:
Commissions	$	494,711	$	415,172
Principal transactions	116,078		112,849
Fees from related parties	4,422		4,421
Data, network and post-trade	32,500		30,903
Interest and dividend income	11,629		9,764
Other revenues	4,900		5,505
Total revenues	664,240		578,614
Expenses:
Compensation and employee benefits	341,648		290,842
Equity-based compensation and allocations of net income to limited partnership units and FPUs	75,323		96,081
Total compensation and employee benefits	416,971		386,923
Occupancy and equipment	42,569		40,806
Fees to related parties	8,350		7,215
Professional and consulting fees	15,669		14,259
Communications	30,629		30,008
Selling and promotion	19,441		16,771
Commissions and floor brokerage	17,492		17,392
Interest expense	24,654		20,136
Other expenses	10,747		14,558
Total expenses	586,522		548,068
Other income (losses), net:

Gains (losses) on equity method investments	2,358		1,790
Other income (loss)	(98)		38,762
Total other income (losses), net	2,260		40,552
Income (loss) from operations before income taxes	79,978		71,098
Provision (benefit) for income taxes	26,549		22,057
Consolidated net income (loss)	$	53,429	$	49,041
Less: Net income (loss) attributable to noncontrolling interest in subsidiaries	(1,735)		(169)
Net income (loss) available to common stockholders	$	55,164	$	49,210
Per share data (Note 6):
Basic earnings (loss) per share
Net income (loss) attributable to common stockholders	$	52,780	$	46,378
Basic earnings (loss) per share	$	0.11	$	0.10
Basic weighted-average shares of common stock outstanding	479,166		470,517
Fully diluted earnings (loss) per share
Net income (loss) for fully diluted shares	$	52,806	$	46,417
Fully diluted earnings (loss) per share	$	0.11	$	0.10
Fully diluted weighted-average shares of common stock outstanding	485,549		477,973

The accompanying Notes to the unaudited Condensed Consolidated Financial Statements

are an integral part of these financial statements.

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BGC GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in thousands)

(unaudited)


	Three Months Ended March 31,
	2025		2024
Consolidated net income (loss)	$	53,429	$	49,041
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments	6,323		(4,829)

Total other comprehensive income (loss), net of tax	6,323		(4,829)
Comprehensive income (loss)	59,752		44,212
Less: Comprehensive income (loss) attributable to noncontrolling interest in subsidiaries, net of tax	(1,565)		(310)
Comprehensive income (loss) attributable to common stockholders	$	61,317	$	44,522

The accompanying Notes to the unaudited Condensed Consolidated Financial Statements

are an integral part of these financial statements.

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BGC GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)


	Three Months Ended March 31,
	2025		2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Consolidated net income (loss)	$	53,429	$	49,041
Adjustments to reconcile consolidated net income (loss) to net cash provided by (used in) operating activities:
Fixed asset depreciation and intangible asset amortization	21,870		20,636
Employee loan amortization and reserves on employee loans	17,349		14,768
Equity-based compensation and allocations of net income to limited partnership units and FPUs	75,323		96,081
Deferred compensation expense	59		16
Losses (gains) on equity method investments	(2,358)		(1,802)
Unrealized/realized losses (gains) on financial instruments owned, at fair value and other investments	(665)		(36,963)
Amortization of discount (premium) on notes payable	1,100		791
Impairment of fixed assets, intangible assets and investments	372		209
Deferred tax provision (benefit)	3,515		(602)
Change in estimated acquisition earn-out payables	1,423		(159)
Forfeitures of Class A common stock	(89)		(786)


Consolidated net income (loss), adjusted for non-cash and non-operating items	171,328		141,230
Decrease (increase) in operating assets:

Financial instruments owned, at fair value	7,700		(3,524)
Receivables from broker-dealers, clearing organizations, customers and related broker-dealers	(912,230)		(1,169,259)
Accrued commissions receivable, net	(76,159)		(43,178)
Loans, forgivable loans and other receivables from employees and partners, net	(51,405)		(31,357)
Receivables from related parties	921		(2,226)
Other assets	(18,697)		(14,244)
Increase (decrease) in operating liabilities:


Accrued compensation	(40,856)		(37,343)
Payables to broker-dealers, clearing organizations, customers and related broker-dealers	888,421		1,136,863
Payables to related parties	24,762		40,075
Accounts payable, accrued and other liabilities	7,054		11,055
Net cash provided by (used in) operating activities	$	839	$	28,092

The accompanying Notes to the unaudited Condensed Consolidated Financial Statements

are an integral part of these financial statements.

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BGC GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS—(Continued)

(in thousands)

(unaudited)


	Three Months Ended March 31,
	2025		2024
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of fixed assets	$	(5,254)	$	(3,230)
Capitalization of software development costs	(10,241)		(11,987)


Payments for acquisitions, net of cash acquired	(600)		—
Purchase of investment carried under measurement alternative	—		(3,699)


Purchase of other assets	(499)		(243)
Net cash provided by (used in) investing activities	$	(16,594)	$	(19,159)

CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of long-term debt borrowings, net of deferred issuance costs	$	350,000	$	—
Repayments of long-term debt borrowings	—		(240,000)
Issuance of short-term borrowings from related parties	—		275,000

Earnings distributions to limited partnership interests and other noncontrolling interests	(470)		(7,805)
Redemption and repurchase of equity awards	(50,493)		(48,366)
Dividends to stockholders	(9,857)		(4,847)
Repurchase of Class A common stock	(23,125)		(68,624)







Net cash provided by (used in) financing activities	$	266,055	$	(94,642)
Effect of exchange rate changes on Cash and cash equivalents, and Cash segregated under regulatory requirements	2,193		(2,079)


Net increase (decrease) in Cash and cash equivalents, and Cash segregated under regulatory requirements	252,493		(87,788)
Cash and cash equivalents, and Cash segregated under regulatory requirements at beginning of period	733,273		672,896
Cash and cash equivalents, and Cash segregated under regulatory requirements at end of period	$	985,766	$	585,108
Supplemental cash information:
Cash paid during the period for taxes	$	33,746	$	17,333
Cash paid during the period for interest	4,681		5,697
Supplemental non-cash information:

Issuance of Class A common stock upon exchange of contingent share obligations	—		3,647
Issuance of Class A and contingent Class A common stock and limited partnership interests for acquisitions	3,521		3,163
ROU assets and liabilities	2,762		1,283

The accompanying Notes to the unaudited Condensed Consolidated Financial Statements

are an integral part of these financial statements.

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BGC GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

For the Three Months Ended March 31, 2025

(in thousands, except share and per share amounts)

(unaudited)


	BGC Group, Inc. Stockholders												Noncontrolling Interest in Subsidiaries		Total
	Class A Common Stock		Class B Common Stock		Additional Paid-in Capital		Treasury Stock		Retained Deficit		Accumulated Other Comprehensive Income (Loss)
Balance, January 1, 2025	$	4,244	$	1,095	$	2,311,104	$	(331,728)	$	(1,026,359)	$	(59,849)	$	180,732	$	1,079,239
Consolidated net income (loss)	—		—		—		—		55,164		—		(1,735)		53,429
Other comprehensive income (loss), net of tax	—		—		—		—		—		6,153		170		6,323
Equity-based compensation, 6,136,362 shares	66		—		33,207		(5)		—		—		—		33,268
Dividends to common stockholders and participating RSU holders	—		—		—		—		(9,857)		—		—		(9,857)
Issuance of Class A common stock (net of costs), 43,025 shares	—		—		(586)		—		—		—		—		(586)
Repurchase of Class A common stock, 2,444,829 shares	—		—		—		(23,125)		—		—		—		(23,125)
Forfeiture of Class A common stock, 270,652 shares	—		—		137		(226)		—		—		—		(89)
Contributions of capital to and from Cantor for equity-based compensation	—		—		828		—		—		—		—		828
Issuance of Class A common stock and RSUs for acquisitions, 373,396 shares	4		—		3,517		—		—		—		—		3,521


Balance, March 31, 2025	$	4,314	$	1,095	$	2,348,207	$	(355,084)	$	(981,052)	$	(53,696)	$	179,167	$	1,142,951


	For the three months ended March 31,
	2025		2024
Dividends declared per share of common stock	$	0.02	$	0.01
Dividends declared and paid per share of common stock	$	0.02	$	0.01

The accompanying Notes to the unaudited Condensed Consolidated Financial Statements

are an integral part of these financial statements.

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BGC GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

For the Three Months Ended March 31, 2024

(in thousands, except share amounts)

(unaudited)


	BGC Group, Inc. Stockholders
	Class A Common Stock		Class B Common Stock		Additional Paid-in Capital		Treasury Stock		Retained Deficit		Accumulated Other Comprehensive Income (Loss)		Noncontrolling Interest in Subsidiaries		Total
Balance, January 1, 2024	$	4,036	$	1,095	$	2,105,130	$	(67,414)	$	(1,119,182)	$	(38,582)	$	13,073	$	898,156
Consolidated net income (loss)	—		—		—		—		49,210		—		(169)		49,041
Other comprehensive income (loss), net of tax	—		—		—		—		—		(4,688)		(141)		(4,829)
Equity-based compensation, 4,977,409 shares	62		—		53,527		(12)		—		—		—		53,577
Dividends to common stockholders and participating RSU holders	—		—		—		—		(4,847)		—		—		(4,847)


Issuance of Class A common stock (net of costs), 46,674 shares	—		—		(299)		—		—		—		—		(299)

Repurchase of Class A common stock, 9,820,280 shares	—		—		—		(68,609)		—		—		—		(68,609)
Forfeiture of Class A common stock, 636,167 shares	—		—		635		(1,420)		—		—		—		(785)
Contributions of capital to and from Cantor for equity-based compensation	—		—		301		—		—		—		—		301
Issuance of Class A common stock and RSUs for acquisitions, 472,255 shares	5		—		3,158		—		—		—		—		3,163






Other	—		—		2		—		—		—		—		2
Balance, March 31, 2024	$	4,103	$	1,095	$	2,162,454	$	(137,455)	$	(1,074,819)	$	(43,270)	$	12,763	$	924,871

The accompanying Notes to the unaudited Condensed Consolidated Financial Statements

are an integral part of these financial statements.

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BGC GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)


		Page
Note 1	Organization and Basis of Presentation	24
Note 2	Limited Partnership Interests in BGC Holdings and Newmark Holdings	28
Note 3	Summary of Significant Accounting Policies	30
Note 4	Acquisitions	30
Note 5	Divestitures	31
Note 6	Earnings Per Share	31
Note 7	Stock Transactions and Unit Redemptions	32
Note 8	Financial Instruments Owned, at Fair Value	34
Note 9	Collateralized Transactions	34
Note 10	Receivables from and Payables to Broker-Dealers, Clearing Organizations, Customers and Related Broker-Dealers	35
Note 11	Derivatives	35
Note 12	Fair Value of Financial Assets and Liabilities	37
Note 13	Related Party Transactions	40
Note 14	Investments	47
Note 15	Fixed Assets, Net	48
Note 16	Goodwill and Other Intangible Assets, Net	49
Note 17	Notes Payable and Other Borrowings	50
Note 18	Compensation	55
Note 19	Commitments, Contingencies and Guarantees	59
Note 20	Income Taxes	60
Note 21	Regulatory Requirements	60
Note 22	Segment and Geographic Information	61
Note 23	Revenues from Contracts with Customers	64
Note 24	Leases	65
Note 25	Current Expected Credit Losses (CECL)	67
Note 26	Subsequent Events	67

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1. Organization and Basis of Presentation

Business Overview

BGC is a leading global marketplace, data, and financial technology company that specializes in the trade execution of a broad range of products, including fixed income securities such as government bonds, corporate bonds, and other debt instruments, as well as related interest rate derivatives and credit derivatives. Additionally, the Company provides brokerage services across foreign exchange, energy, commodities, shipping, equities, and futures and options. The Company also provides network and connectivity solutions, market data and related information services, and post-trade services.

BGC’s integrated platform is designed to provide flexibility to customers with regard to price discovery, trade execution and transaction processing, as well as accessing liquidity through our platforms, for transactions executed either OTC or through an exchange. Through the Company’s electronic brands, BGC Group offers multiple trade execution, market infrastructure and connectivity services, as well as post-trade services.

The Company’s clients include many of the world’s largest banks, broker-dealers, trading firms, hedge funds, governments, corporations, investment firms, commodity trading firms and end users, such as producers and consumers. BGC is a global operation with offices across all major geographies, including New York and London, as well as in Bahrain, Beijing, Bogota, Brisbane, Cape Town, Chicago, Copenhagen, Dubai, Dublin, Frankfurt, Geneva, Hong Kong, Houston, Johannesburg, Madrid, Manila, Melbourne, Mexico City, Miami, Milan, Monaco, Nyon, Palm Beach, Paris, Perth, Rio de Janeiro, Santiago, São Paulo, Seoul, Shanghai, Singapore, Sydney, Tel Aviv, Tokyo, Toronto, Wellington and Zurich.

Corporate Conversion

On July 1, 2023, pursuant to the Corporate Conversion Agreement, BGC Partners completed the Corporate Conversion from an Umbrella Partnership C-Corporation to a Full C-Corporation in order to reorganize and simplify its organizational structure. As a result of the Corporate Conversion, BGC Group became the public holding company for, and successor to, BGC Partners, and its Class A common stock began trading on Nasdaq, in place of BGC Partners’ Class A common stock, under the ticker symbol “BGC.” Upon completion of the Corporate Conversion, the former stockholders of BGC Partners and the former limited partners of BGC Holdings now participate in the economics of the BGC businesses through BGC Group.

The Corporate Conversion was made pursuant to the Corporate Conversion Agreement which was approved by the Board of Directors of BGC Partners, at the recommendation of the Joint Committee, composed of the Audit Committee and Compensation Committee sitting jointly. The Joint Committee was advised by independent financial and legal advisors selected by the Joint Committee. Houlihan Lokey, Inc., as financial advisor, provided a fairness opinion to the Joint Committee.

The Corporate Conversion was effected pursuant to the terms of the Corporate Conversion Agreement dated as of November 15, 2022 by and among BGC Group, BGC Partners, BGC Holdings, BGC GP, LLC, a Delaware limited liability company and general partner of BGC Holdings, BGC Partners II, Inc., a Delaware corporation and wholly owned subsidiary of BGC Group (“Merger Sub 1”), BGC Partners II, LLC, a Delaware limited liability company and wholly owned subsidiary of BGC Group (“Merger Sub 2”), BGC Holdings Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of BGC Holdings (“Holdings Merger Sub”), and, solely for the purposes of certain provisions therein, Cantor.

Effective as of 12:01 a.m., Eastern Time, on July 1, 2023, BGC Holdings reorganized from a Delaware limited partnership into a Delaware limited liability company through a merger with and into Holdings Merger Sub, with Holdings Merger Sub continuing as a direct subsidiary of BGC Partners. Effective as of 12:02 a.m., Eastern Time, on July 1, 2023, Merger Sub 1 merged with and into BGC Partners, with BGC Partners continuing as a direct subsidiary of BGC Group. At the same time, Merger Sub 2 merged with and into Holdings Merger Sub, with Holdings Merger Sub continuing as a subsidiary of BGC Group. As a result of the Corporate Conversion Mergers, BGC Partners and BGC Holdings became wholly owned subsidiaries of BGC Group.

In the Holdings Reorganization Merger, each unit of BGC Holdings outstanding as of immediately prior to the Holdings Reorganization Merger was converted into a substantially equivalent equity interest in Holdings Merger Sub.

In the Corporate Merger, each share of Class A common stock, par value $0.01 per share, of BGC Partners and each share of Class B common stock, par value $0.01 per share, of BGC Partners outstanding was converted into one share of Class A common stock, par value $0.01 per share, of BGC Group and one share of Class B common stock, par value $0.01 per share, of BGC Group, respectively.

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

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

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

•non-exchangeable limited partnership units of BGC Holdings were converted into equity awards denominated in cash, restricted stock and/or RSUs of BGC Group, each as further set forth in the Corporate Conversion Agreement.

In connection with the Corporate Conversion on July 1, 2023, the BGC Holdings limited partnership agreement was terminated. There were no limited partnership units of BGC Holdings remaining after the Corporate Conversion was completed.

Recent Board of Directors and Executive Officers Changes

On February 18, 2025, Mr. Howard W. Lutnick was confirmed by the United States Senate as the 41st Secretary of Commerce. Following his confirmation, on February 18, 2025, Mr. Howard W. Lutnick stepped down as Chairman of the Board and Chief Executive Officer of the Company. On February 18, 2025, the Company appointed Brandon Lutnick, son of Mr. Howard W. Lutnick, to serve as a member of the Board. Additionally, on February 18, 2025 the Company appointed Mr. Stephen Merkel to serve as a member of the Board and as Chairman of the Board. On February 18, 2025, the Company appointed John A. Abularrage, JP Aubin, and Sean A. Windeatt as Co-Chief Executive Officers of the Company and as the Principal Executive Officers of the Company. Mr. Howard W. Lutnick has agreed to divest his interests in BGC to comply with U.S. government ethics rules, which is expected to occur within 90 days following his confirmation, and does not expect any arrangement which involves selling shares on the open market.

Basis of Presentation

The Company’s unaudited Condensed Consolidated Financial Statements and Notes to the unaudited Condensed Consolidated Financial Statements have been prepared pursuant to the rules and regulations of the SEC and in conformity with U.S. GAAP. Accordingly, they do not include all information and footnotes required by U.S. GAAP for annual financial statements and, as such, the information in this Quarterly Report on Form 10-Q should be read in conjunction with the audited Consolidated Financial Statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. The Company’s unaudited Condensed Consolidated Financial Statements include the Company’s accounts and all subsidiaries in which the Company has a controlling interest. Intercompany balances and transactions have been eliminated in consolidation. Certain reclassifications have been made to previously reported amounts to conform to the current presentation.

During the first quarter of 2024, the Company changed the name of the brokerage product line formerly labeled as “Energy and Commodities” to “Energy, Commodities, and Shipping” to better reflect the integrated operations of these businesses. The change did not result in any change in the classification of revenues and had no impact on the Company’s Total brokerage revenues. See Note 22—“Segment and Geographic Information.”

The unaudited Condensed Consolidated Financial Statements contain all adjustments (consisting only of normal and recurring adjustments) that, in the opinion of management, are necessary for a fair presentation of the unaudited Condensed Consolidated Statements of Financial Condition, the unaudited Condensed Consolidated Statements of Operations, the unaudited Condensed Consolidated Statements of Comprehensive Income (Loss), the unaudited Condensed Consolidated Statements of Cash Flows and the unaudited Condensed Consolidated Statements of Changes in Equity of the Company for the periods presented.

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Recently Adopted Accounting Pronouncements

In September 2022, the FASB issued ASU No. 2022-04, Liabilities—Supplier Finance Programs (Subtopic 405-50): Debt Restructurings Disclosure of Supplier Finance Program Obligations. The guidance requires entities to disclose the key terms of supplier finance programs they use in connection with the purchase of goods and services along with information about their obligations under these programs, including a rollforward of those obligations. BGC adopted the standard on the required effective date beginning on January 1, 2023, except for the rollforward requirement, which became effective for the Company beginning on January 1, 2024. The guidance was adopted using a retrospective application to all periods in which a balance sheet is presented, and the rollforward disclosure requirement will be applied prospectively. The rollforward disclosure requirement did not have a material impact on the Company’s unaudited Condensed Consolidated Financial Statements.

In December 2022, the FASB issued ASU No. 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848. ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting provided optional guidance to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. The ASU was effective upon issuance and generally could be applied through December 31, 2022. Because the relief in ASC 848, Reference Rate Reform may not cover a period of time during which a significant number of modifications may take place, the amendments in ASU No. 2022-06 deferred the sunset date from December 31, 2022 to December 31, 2024, after which entities are no longer permitted to apply the relief in ASC 848. The ASU was effective upon issuance. The adoption of this guidance did not have an impact on the Company’s unaudited Condensed Consolidated Financial Statements.

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The guidance was issued in response to requests from investors for companies to disclose more information about their financial performance at the segment level. The ASU does not change how a public entity identifies its operating segments, aggregates them or applies the quantitative thresholds to determine its reportable segments. The standard requires a public entity to disclose significant segment expenses and other segment items on an annual and interim basis, and to provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that were previously required annually. Public entities with a single reportable segment are required to provide the new disclosures and all the disclosures previously required under ASC 280. BGC adopted the standard on the required effective date for the Company’s financial statements issued for annual reporting periods beginning on January 1, 2024 and applies the guidance for the interim periods beginning on January 1, 2025. Refer to Note 22—“Segment and Geographic Information.” The adoption of this guidance did not have an impact on the Company’s unaudited Condensed Consolidated Financial Statements.

In March 2024, the FASB issued ASU No. 2024-01, Compensation—Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards. The standard is intended to reduce the complexity in determining whether profits interests and similar awards are in the scope of ASC 718 and to reduce diversity in practice. The new guidance applies to all reporting entities that grant profits interest awards or similar awards to employees or non-employees in exchange for goods or services. The ASU adds an example to ASC 718 that illustrates how to apply the scope guidance to determine whether a profits interest award should be accounted for as a share-based payment arrangement under ASC 718 or another accounting standard. BGC adopted the standard on the required effective date beginning January 1, 2025 using a prospective transition method for profits interest awards granted or modified on or after the effective date. The adoption of this guidance did not have a material impact on the Company’s unaudited Condensed Financial Statements.

In March 2024, the FASB issued ASU No. 2024-02, Codification Improvements—Amendments to Remove References to the Concepts Statements. The Conceptual Framework establishes concepts that the Board considers in developing standards. The ASU was issued to remove references to the Conceptual Framework in the Codification. The FASB noted that references to the Concepts Statements in the Codification could have implied that the Concepts Statements are authoritative. Also, some of the references removed were to Concepts Statements that are superseded. BGC adopted the standard on the required effective date beginning January 1, 2025 using a prospective transition method for all new transactions recognized on or after the effective date. The adoption of this guidance did not have a material impact on the Company’s unaudited Condensed Consolidated Financial Statements.

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New Accounting Pronouncements

In October 2023, the FASB issued ASU No. 2023-06, Disclosure Improvements—Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative. The standard is expected to clarify or improve disclosure and presentation requirements of a variety of ASC topics, allow users to more easily compare entities subject to the SEC’s existing disclosure requirements with those entities that were not previously subject to the requirements, and align the requirements in the Codification with the SEC’s regulations. The effective date for the guidance will be the date on which the SEC’s removal of the related disclosure from Regulation S-X or Regulation S-K becomes effective. If by June 30, 2027 the SEC has not removed the applicable requirements from Regulation S-X or Regulation S-K, the pending content of the related amendment will be removed from the Codification and will not become effective for any entity. Management is currently evaluating the impact of the new standard on the Company’s unaudited Condensed Consolidated Financial Statements.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The standard improves the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the rate reconciliation and income taxes paid disaggregated by jurisdiction. The ASU also includes certain other amendments to improve the effectiveness of income tax disclosures. The new guidance will become effective for the Company’s financial statements issued for annual reporting periods beginning on January 1, 2025, will require prospective presentation with an option for entities to apply it retrospectively for each period presented, and early adoption is permitted. Management is currently evaluating the impact of the new standard on the Company’s unaudited Condensed Consolidated Financial Statements.

In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The standard improves financial reporting and responds to investor input that additional expense detail is fundamental to understanding the performance of an entity, assessing its prospects for future cash flows, and comparing its performance over time and with that of other companies. The new guidance requires public business entities to disclose in the notes to financial statements specified information about certain costs and expenses at each interim and annual reporting period, including the amounts of employee compensation, depreciation, and intangible asset amortization for each income statement line item that contains those expenses. Specified expenses, gains or losses that are already disclosed under existing U.S. GAAP will be required by the ASU to be included in the disaggregated income statement expense line item disclosures, and any remaining amounts will need to be described qualitatively. Separate disclosures of total selling expenses and an entity’s definition of those expenses will also be required. The new guidance will become effective for the Company’s financial statements issued for annual reporting periods beginning on January 1, 2027 and interim reporting periods beginning on January 1, 2028, will require either prospective or retrospective presentation, and early adoption is permitted. Management is currently evaluating the impact of the new standard on the Company’s unaudited Condensed Consolidated Financial Statements.

SEC Rule on Climate-Related Disclosures

In March 2024, the SEC adopted the final rules, The Enhancement and Standardization of Climate-Related Disclosures for Investors, that would require registrants to provide climate-related disclosures in a note to the audited financial statements. The disclosures would include certain effects of severe weather events and other natural conditions, including the aggregate amounts and where in the financial statements they are presented. If carbon offsets or renewable energy credits or certificates (RECs) are deemed a material component of the registrant’s plans to achieve its disclosed climate-related targets, registrants would be required to disclose information about the offsets and RECs. Registrants would also be required to disclose whether and how (1) exposures to risks and uncertainties associated with, or known impacts from, severe weather events and other natural conditions and (2) any disclosed climate-related targets or transition plans materially impacted the estimates and assumptions used in preparing the financial statements. Finally, registrants would be required to disclose additional contextual information about the above disclosures, including how each financial statement effect was derived and the accounting policy decisions made to calculate the effects, for the most recently completed fiscal year and, if previously disclosed or required to be disclosed, for the historical fiscal year for which audited consolidated financial statements are included in the filing. In April 2024, the SEC released an order staying the rules pending judicial review of all of the petitions challenging the rules and in March 2025, the SEC voted to end its defense of the rules. Absent these developments, the rules would have been effective for the Company on May 28, 2024 and phased in starting in 2025. Management is continuing to monitor the developments pertaining to the rules and any resulting potential impacts on the Company’s unaudited Condensed Consolidated Financial Statements.

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2. Limited Partnership Interests in BGC Holdings and Newmark Holdings

Prior to the Corporate Conversion, BGC Partners was a holding company with no direct operations which conducted substantially all of its operations through its operating subsidiaries. Virtually all of BGC Partners’ consolidated assets and net income were those of consolidated variable interest entities. BGC Holdings was a consolidated subsidiary of BGC Partners for which BGC Partners was the general partner. BGC Partners and BGC Holdings jointly owned BGC U.S. OpCo and BGC Global OpCo, the two operating partnerships of the Company. In addition, Newmark Holdings is a consolidated subsidiary of Newmark for which Newmark is the general partner. Newmark and Newmark Holdings jointly own Newmark OpCo, the operating partnership. Listed below are the limited partnership interests in BGC Holdings, prior to the Corporate Conversion, and Newmark Holdings. The FPUs, LPUs and limited partnership interests held by Cantor, each as described below, collectively represent all of the limited partnership interests in BGC Holdings, prior to the Corporate Conversion, and Newmark Holdings. The Corporate Conversion had no impact on Newmark and its organizational structure, nor any limited partnership interests, described below, held by BGC employees in Newmark Holdings.

As a result of the Separation, limited partnership interests in Newmark Holdings were distributed to the holders of limited partnership interests in BGC Holdings, whereby each holder of BGC Holdings limited partnership interests at that time who held a BGC Holdings limited partnership interest received a corresponding Newmark Holdings limited partnership interest, determined by the Contribution Ratio, which was equal to a BGC Holdings limited partnership interest multiplied by one divided by 2.2, divided by the Exchange Ratio. Initially, the Exchange Ratio equaled one, so that each Newmark Holdings limited partnership interest was exchangeable for one share of Newmark Class A common stock. For reinvestment, acquisition or other purposes, Newmark may determine on a quarterly basis to distribute to its stockholders a smaller percentage than Newmark Holdings distributes to its equity holders (excluding tax distributions from Newmark Holdings) of cash that it received from Newmark OpCo. In such circumstances, the Separation and Distribution Agreement provides that the Exchange Ratio will be reduced to reflect the amount of additional cash retained by Newmark as a result of the distribution of such smaller percentage, after the payment of taxes. The Exchange Ratio as of March 31, 2025 equaled 0.9271.

Founding/Working Partner Units

Founding/Working Partners had FPUs in BGC Holdings and have FPUs in Newmark Holdings. As of June 30, 2023, in connection with the Corporate Conversion, all FPUs in BGC Holdings were redeemed or exchanged. The Corporate Conversion had no impact on FPUs held by partners of Newmark Holdings. Prior to the Corporate Conversion, BGC Partners accounted for FPUs outside of permanent capital, as “Redeemable partnership interest,” in the Company’s unaudited Condensed Consolidated Statements of Financial Condition. This classification was applicable to Founding/Working Partner units because these units were redeemable upon termination of a partner, including a termination of employment, which could be at the option of the partner and not within the control of the issuer. The BGC RSUs issued for the redemption of non-exchangeable FPUs in BGC Holdings, in connection with the Corporate Conversion, are now accounted for as a part of permanent capital.

FPUs were held by limited partners who were employees and generally received quarterly allocations of net income. Upon termination of employment or otherwise ceasing to provide substantive services, the FPUs were generally redeemed, and the unit holders were no longer entitled to participate in the quarterly allocations of net income. Since these allocations of net income were cash distributed on a quarterly basis and were contingent upon services being provided by the unit holder, they were reflected as a component of compensation expense under “Equity-based compensation and allocations of net income to limited partnership units and FPUs” in the Company’s unaudited Condensed Consolidated Statements of Operations.

Limited Partnership Units

Certain BGC employees held LPUs in BGC Holdings and hold LPUs in Newmark Holdings (e.g., REUs, RPUs, PSUs, and PSIs). Prior to the Separation, certain employees of both BGC and Newmark received LPUs in BGC Holdings. As a result of the Separation, these employees were distributed LPUs in Newmark Holdings equal to a BGC Holdings LPU multiplied by the Contribution Ratio. Subsequent to the Separation, BGC employees were only granted LPUs in BGC Holdings, and Newmark employees are only granted LPUs in Newmark Holdings. In connection with, or as a result of, the Corporate Conversion, certain LPUs in BGC Holdings were redeemed/converted into BGC restricted stock awards or RSUs, and upon completion of the Corporate Conversion, there were no LPUs of BGC Holdings remaining. The Corporate Conversion had no impact on the LPUs in Newmark Holdings held by BGC employees.

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Generally, LPUs received quarterly allocations of net income, which were cash distributed and generally were contingent upon services being provided by the unit holder. As prescribed in U.S. GAAP guidance, following the Spin-Off, the quarterly allocations of net income on BGC Holdings LPUs held by BGC employees were reflected as a component of compensation expense under “Equity-based compensation and allocations of net income to limited partnership units and FPUs” in the Company’s unaudited Condensed Consolidated Statements of Operations prior to the Corporate Conversion, and quarterly allocations of net income on Newmark Holdings LPUs held by BGC employees, which were not impacted by the Corporate Conversion, are reflected as a component of compensation expense under “Equity-based compensation and allocations of net income to limited partnership units and FPUs” in the Company’s unaudited Condensed Consolidated Statements of Operations. Quarterly allocations of net income on BGC Holdings LPUs held by Newmark employees were reflected as a component of “Net income (loss) attributable to noncontrolling interest in subsidiaries” in the Company’s unaudited Condensed Consolidated Statements of Operations, prior to the Corporate Conversion. From time to time, the Company also issued BGC LPUs as part of the consideration for acquisitions.

Certain of these LPUs in BGC Holdings and Newmark Holdings, such as REUs, entitle the holders to receive post-termination payments equal to the notional amount of the units in four equal yearly installments after the holder’s termination. There were none of these LPUs in BGC Holdings remaining after the Corporate Conversion was completed while these LPUs in Newmark Holdings held by BGC employees were not impacted by the Corporate Conversion. These LPUs held by BGC employees are accounted for as post-termination liability awards, and in accordance with U.S. GAAP guidance, the Company records compensation expense for the awards based on the change in value at each reporting date in the Company’s unaudited Condensed Consolidated Statements of Operations as part of “Equity-based compensation and allocations of net income to limited partnership units and FPUs.”

Certain BGC employees held Preferred Units in BGC Holdings and hold Preferred Units in Newmark Holdings. In connection with, or as a result of, the Corporate Conversion, certain Preferred Units in BGC Holdings were redeemed/converted into BGC restricted stock awards or RSU Tax Accounts, and upon completion of the Corporate Conversion, there were no Preferred Units of BGC Holdings remaining. The Corporate Conversion had no impact on Preferred Units in Newmark Holdings held by BGC employees. The following description of LPUs and Preferred Units in BGC Holdings is only applicable for the period prior to the Corporate Conversion, and for LPUs and Preferred Units held by BGC employees in Newmark Holdings is applicable to before and after the Corporate Conversion. Each quarter, the net profits of BGC Holdings and Newmark Holdings are allocated to such units at a rate of either 0.6875% (which is 2.75% per calendar year) or such other amount as set forth in the award documentation. These allocations are deducted before the calculation and distribution of the quarterly partnership distribution for the remaining partnership interests and are generally contingent upon services being provided by the unit holder. The Preferred Units are not entitled to participate in partnership distributions other than with respect to the Preferred Distribution. Preferred Units may not be made exchangeable into Class A common stock, and are only entitled to the Preferred Distribution; accordingly, they are not included in the fully diluted share count. The quarterly allocations of net income on Preferred Units are reflected the same as those of the LPUs described above in the Company’s unaudited Condensed Consolidated Statements of Operations. After deduction of the Preferred Distribution, the remaining partnership units generally received quarterly allocations of net income based on their weighted-average pro rata share of economic ownership of the operating subsidiaries. Preferred Units are granted in connection with the grant of certain LPUs, such as PSUs, which may be granted exchangeability or redeemed in connection with the issuance of shares of common stock to cover the withholding taxes owed by the unit holder, rather than issuing the gross amount of shares to employees, subject to cashless withholding of shares to pay applicable withholding taxes.

Cantor Units

Prior to the Corporate Conversion, Cantor held limited partnership interests in BGC Holdings. Cantor units were reflected as a component of “Noncontrolling interest in subsidiaries” in the Company’s unaudited Condensed Consolidated Statements of Financial Condition. Cantor received allocations of net income (loss), which were cash distributed on a quarterly basis and were reflected as a component of “Net income (loss) attributable to noncontrolling interest in subsidiaries” in the Company’s unaudited Condensed Consolidated Statements of Operations. As a result of the Corporate Conversion, 64.0 million Cantor units were converted into shares of BGC Group Class B common stock, subject to the terms and conditions of the Corporate Conversion Agreement, provided that a portion of the 64.0 million shares of BGC Group Class B common stock issued to Cantor will exchange into BGC Group Class A common stock in the event that BGC Group does not issue at least $75,000,000 in shares of BGC Group Class A or B common stock in connection with certain acquisition transactions prior to the seventh anniversary of the Corporate Conversion.

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General

Certain of the limited partnership interests, described above, were granted exchangeability into shares of BGC Class A common stock, prior to the Corporate Conversion, or shares of Newmark Class A common stock, and additional limited partnership interests could become exchangeable into shares of Newmark Class A common stock. In addition, prior to the Corporate Conversion, certain limited partnership interests were granted the right to exchange into or were exchanged into a partnership unit with a capital account, such as HDUs. HDUs had a stated capital account which was initially based on the closing trading price of Class A common stock at the time the HDU was granted. HDUs participated in quarterly partnership distributions and were generally not exchangeable into shares of Class A common stock.

Subsequent to the Spin-Off and prior to the Corporate Conversion, limited partnership interests in BGC Holdings held by a partner or Cantor could become exchangeable for BGC Class A or BGC Class B common stock on a one-for-one basis. In addition, subsequent to the Spin-Off, limited partnership interests in Newmark Holdings held by a partner or Cantor may become exchangeable for a number of shares of Newmark Class A or Newmark Class B common stock equal to the number of limited partnership interests multiplied by the then-current Exchange Ratio. Because limited partnership interests were included in the Company’s fully diluted share count, if dilutive, prior to the Corporate Conversion, any previous exchanges of limited partnership interests into shares of BGC Class A or BGC Class B common stock did not impact the fully diluted number of shares and units outstanding. Because these limited partnership interests generally received quarterly allocations of net income, such exchanges had no significant impact on the cash flows or equity of BGC Partners, prior to the Corporate Conversion.

Prior to the Corporate Conversion, each quarter, net income (loss) was allocated between the limited partnership interests and BGC Partners’ common stockholders. In quarterly periods in which BGC Partners had a net loss, the loss allocation for FPUs, LPUs and Cantor units in BGC Holdings was allocated to Cantor and reflected as a component of “Net income (loss) attributable to noncontrolling interest in subsidiaries” in the Company’s unaudited Condensed Consolidated Statements of Operations. In subsequent quarters in which BGC Partners had net income, the initial allocation of income to the limited partnership interests in BGC Holdings was to Cantor and was recorded as “Net income (loss) attributable to noncontrolling interests in subsidiaries,” to recover any losses taken in earlier quarters, with the remaining income allocated to the limited partnership interests. This income (loss) allocation process had no impact on the net income (loss) allocated to common stockholders.

3. Summary of Significant Accounting Policies

For a detailed discussion about the Company’s significant accounting policies, see Note 3—“Summary of Significant Accounting Policies” in its consolidated financial statements included in Part II, Item 8 of the Annual Report on Form 10-K for the year ended December 31, 2024. During the three months ended March 31, 2025, there were no significant changes made to the Company’s significant accounting policies.

4. Acquisitions

There were no acquisitions completed by the Company during both the three months ended March 31, 2025 and 2024.

OTC Global

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

Sage

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

Total Consideration

The total consideration for all acquisitions during the year ended December 31, 2024 was approximately $87.3 million, subject to post-closing adjustments, which includes cash, restricted shares of BGC Class A common stock, and an earn-out payable in cash and restricted shares of BGC Class A common stock. The excess of the consideration over the fair value of the net assets acquired has been recorded as goodwill totaling $35.6 million.

Except where otherwise noted, the results of operations of the Company’s acquisitions have been included in the Company’s unaudited Condensed Consolidated Financial Statements subsequent to their respective dates of acquisition. The Company has made preliminary allocations of the consideration to the assets acquired and liabilities assumed for Sage, as of the acquisition date, and expects to finalize its analysis with respect to the acquisition within the first year after the completion of the transaction. Therefore, adjustments to preliminary allocations may occur.

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5. Divestitures

The Company had no divestitures or sale of investments during both the three months ended March 31, 2025 and 2024.

6. Earnings Per Share

Basic Earnings Per Share:

The following is the calculation of the Company’s basic EPS (in thousands, except per share data):


	Three Months Ended March 31,
	2025		2024
Basic earnings (loss) per share:
Net income (loss) available to common stockholders	$	55,164	$	49,210
Less: Dividends declared and allocation of undistributed earnings to participating securities	(2,384)		(2,832)
Net income (loss) attributable to common stockholders	$	52,780	$	46,378

Basic weighted-average shares of common stock outstanding	479,166		470,517
Basic earnings (loss) per share	$	0.11	$	0.10

Fully Diluted Earnings Per Share:

The following is the calculation of the Company’s fully diluted EPS (in thousands, except per share data):


	Three Months Ended March 31,
	2025		2024
Fully diluted earnings (loss) per share:
Net income (loss) attributable to common stockholders	$	52,780	$	46,378

Add back: Allocations of undistributed earnings to participating securities	2,086		2,627
Less: Reallocation of undistributed earnings to participating securities	(2,060)		(2,588)
Net income (loss) for fully diluted shares	$	52,806	$	46,417
Weighted-average shares:
Common stock outstanding	479,166		470,517


Other1	6,383		7,456
Fully diluted weighted-average shares of common stock outstanding	485,549		477,973
Fully diluted earnings (loss) per share	$	0.11	$	0.10

____________________________

1Primarily consists of contracts to issue shares of BGC common stock.

For the three months ended March 31, 2025 and 2024, approximately 16.0 million and 17.0 million, respectively, of potentially dilutive securities were excluded from the computation of fully diluted EPS because their effect would have been anti-dilutive. Anti-dilutive securities for the three months ended March 31, 2025 included 15.6 million participating RSUs and 0.4 million participating restricted stock awards. Anti-dilutive securities for the three months ended March 31, 2024 included 14.4 million participating RSUs and 2.6 million participating restricted stock awards.

As of March 31, 2025 and 2024, approximately 53.3 million and 60.2 million, respectively, contingent shares of BGC Class A common stock, non-participating RSUs and non-participating restricted stock awards were excluded from the fully diluted EPS computations because the conditions for issuance had not been met by the end of the period.

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Contingent shares excluded from the calculation of EPS included: shares promised in connection with acquisition earnout consideration whereby the acquired entity or entities are required to achieve a stated performance target defined in their respective acquisition agreements; other contingent share obligations which include agreements with terminated employees to deliver shares BGC Class A common stock over a set period of time post-termination in accordance with their respective partnership separation agreements; and non-participating RSUs and non-participating restricted stock awards which contain service conditions and/or performance conditions which have not been met during the period. When the service condition and/or performance condition has been met in the period, the securities are included in diluted EPS on the first day of the quarter in which the contingency was met.

7. Stock Transactions and Unit Redemptions

Class A Common Stock

Changes in shares of BGC Class A common stock outstanding were as follows (in thousands):


	Three Months Ended March 31,
	2025	2024
Shares outstanding at beginning of period	374,297	390,095
Share issuances:
Redemptions/exchanges of limited partnership interests and contingent share obligations1	243	364
Vesting of RSUs	4,823	3,710
Acquisitions	373	472
Other issuances of BGC Class A common stock	1,853	2,379

Restricted stock forfeitures	(271)	(636)
Treasury stock repurchases2	(3,184)	(11,250)
Shares outstanding at end of period	378,134	385,134

____________________________

1Contingent share obligations include shares of BGC Class A common stock issued to terminated employees per their respective separation agreements. Included in redemptions/exchanges of limited partnership interests and contingent share obligations for the three months ended March 31, 2025 and 2024 are 0.2 million shares of BGC Class A common stock granted in connection with 0.3 million contingent share obligations, and 0.4 million shares of BGC Class A common stock granted in connection with 0.4 million contingent share obligations, respectively. Because LPUs were included in the Company’s fully diluted share count, if dilutive, redemptions/exchanges of LPUs in connection with the issuance of BGC Class A common stock did not impact the fully diluted number of shares outstanding.

2Treasury stock repurchases includes shares withheld for taxes on restricted stock vesting. See Note 7—“Stock Transactions and Unit Redemptions: Unit Redemptions and Share Repurchase Program.”

Class B Common Stock

The Company did not issue any shares of BGC Class B common stock during the three months ended March 31, 2025 and 2024. There were 109.5 million shares of BGC Class B common stock outstanding as of both March 31, 2025 and December 31, 2024. As of March 31, 2024 there were 109.5 million shares of BGC Class B common stock outstanding.

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CEO Program

On March 8, 2021, the Company filed a new CEO Program Shelf Registration Statement on Form S-3 with respect to the issuance and sale of up to an aggregate of $300.0 million of shares of BGC Class A common stock from time to time on a delayed or continuous basis. On July 8, 2022, the Company filed an amendment to the March 2021 Form S-3 Registration Statement. On August 3, 2022, the March 2021 Form S-3 Registration Statement was declared effective by the SEC, and the Company entered into the August 2022 Sales Agreement on August 12, 2022. The Company did not sell any shares under the August 2022 Sales Agreement. On July 3, 2023, in connection with the Corporate Conversion, BGC Group filed a post-effective amendment to the March 2021 Form S-3 Registration Statement, pursuant to which it adopted the March 2021 Form S-3 Registration Statement as its own registration statement. Also on July 3, 2023, BGC Group assumed the August 2022 Sales Agreement, as amended and restated to replace references to BGC Partners with references to BGC Group and to make other ministerial changes. BGC Group may sell up to an aggregate of $300.0 million of shares of BGC Class A common stock pursuant to the terms of the July 2023 Sales Agreement. Under the July 2023 Sales Agreement, the Company agreed to pay CF&Co 2% of the gross proceeds from the sale of shares. As of March 31, 2025, the Company had not sold any shares of BGC Class A common stock or paid any commission to CF&Co under the July 2023 Sales Agreement. For additional information on the Company’s CEO Program sales agreements, see Note 13—“Related Party Transactions.”

Unit Redemptions and Share Repurchase Program

The Company’s Board and Audit Committee have authorized repurchases of BGC Class A common stock and redemptions of limited partnership interests or other equity interests in the Company’s subsidiaries. On July 1, 2023, the BGC Group Board and Audit Committee approved BGC Group’s repurchase authorization in an amount up to $400.0 million. On October 30, 2024, the BGC Group Board and Audit Committee re-approved BGC Group’s share repurchase authorization in an amount up to $400.0 million, which may include purchases from Cantor, its partners or employees or other affiliated persons or entities. As of March 31, 2025, the Company had $326.9 million remaining from its share repurchase authorization. From time to time, the Company may actively continue to repurchase shares.

The tables below represent the shares repurchased for cash or withheld to satisfy tax liabilities due upon the vesting of restricted stock. The share repurchases of BGC Class A common stock during the three months ended March 31, 2025 were as follows (in thousands, except for weighted-average price data):


Period	Total Number of Shares Repurchased	Weighted-Average Price Paid per Share		Approximate Dollar Value of Shares That Could Be Repurchased Under the Program at March 31, 2025






Repurchases1,2
January 1, 2025—January 31, 2025	3,171	$	9.36
February 1, 2025—February 28, 2025	—	—
March 1, 2025—March 31, 2025	13	9.35













Total Repurchases	3,184	$	9.36	$	326,899

___________________________

1During the three months ended March 31, 2025, the Company repurchased 3.2 million shares of BGC Class A common stock at an aggregate price of $29.8 million for a weighted-average price of $9.36 per share. These repurchases include 0.7 million restricted shares vested but withheld described in the following footnote.

2The three months ended March 31, 2025 include an aggregate of 0.7 million shares withheld to satisfy tax liabilities due upon the vesting of restricted stock. The fair value of restricted shares vested, but withheld to satisfy tax liabilities, was $6.7 million at a weighted-average price of $9.06 per share. The average price paid per share for such share withholdings is based on the closing price per share on the vesting date of the restricted stock or, if such date is not a trading day, the trading day immediately prior to such vesting date.

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


Period	Total Number of Shares Repurchased	Weighted-Average Price Paid per Share		Approximate Dollar Value of Shares That Could Be Repurchased Under the Program at March 31, 2024






Repurchases1,2
January 1, 2024—January 31, 2024	3,609	$	6.95
February 1, 2024—February 29, 2024	6,586	7.02
March 1, 2024—March 31, 2024	1,055	8.23














Total Repurchases	11,250	$	7.11	$	264,565

____________________________

1During the three months ended March 31, 2024, the Company repurchased 11.2 million shares of BGC Class A common stock for an aggregate price of $80.0 million at a weighted-average price of $7.11 per share. These repurchases include 1.4 million restricted shares vested but withheld described in the following footnote.

2Includes an aggregate of 1.4 million shares withheld to satisfy tax liabilities due upon the vesting of restricted stock. The fair value of restricted shares vested, withheld to satisfy tax liabilities, was $11.4 million at a weighted-average price of $7.99 per share. The average price paid per share for such share withholdings is based on the closing price per share on the vesting date of the restricted stock or, if such date is not a trading day, the trading day immediately prior to such vesting date.

8. Financial Instruments Owned, at Fair Value

Financial instruments owned, at fair value primarily consist of unencumbered U.S. Treasury bills held for liquidity purposes. Total Financial instruments owned, at fair value were $179.7 million and $186.2 million as of March 31, 2025 and December 31, 2024, respectively. For additional information, see Note 12—“Fair Value of Financial Assets and Liabilities.”

These instruments are measured at fair value, with any changes in fair value recognized in earnings in the Company’s unaudited Condensed Consolidated Statements of Operations. The Company recognized unrealized net gains of $0.1 million and nil for the three months ended March 31, 2025 and 2024, respectively, related to the mark-to-market adjustments on such instruments.

9. Collateralized Transactions

Repurchase Agreements

Securities sold under Repurchase Agreements are accounted for as collateralized financing transactions, recorded at the contractual amount for which the securities will be repurchased, including accrued interest, and recorded as “Repurchase Agreements” on the Company’s unaudited Condensed Consolidated Statements of Financial Condition. As of both March 31, 2025 and December 31, 2024, the Company had no Repurchase Agreements.

Reverse Repurchase Agreements

Securities purchased under Reverse Repurchase Agreements are accounted for as collateralized financing transactions and are recorded at the contractual amount for which the securities will be resold, including accrued interest.

For Reverse Repurchase Agreements, it is the Company’s policy to obtain possession of collateral with a market value equal to or in excess of the principal amount loaned under Reverse Repurchase Agreements. Collateral is valued daily, and the Company may require counterparties to deposit additional collateral or return collateral pledged when appropriate.

As of both March 31, 2025 and December 31, 2024, the Company had no Reverse Repurchase Agreements.

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10. Receivables from and Payables to Broker-Dealers, Clearing Organizations, Customers and Related Broker-Dealers

Receivables from and payables to broker-dealers, clearing organizations, customers and related broker-dealers primarily represent amounts due for undelivered securities, cash held at clearing organizations and exchanges to facilitate settlement and clearance of matched principal transactions, spreads on matched principal transactions that have not yet been remitted from/to clearing organizations and exchanges and amounts related to open derivative contracts (see Note 11—“Derivatives”). As of March 31, 2025 and December 31, 2024, Receivables from and payables to broker-dealers, clearing organizations, customers and related broker-dealers consisted of the following (in thousands):


	March 31, 2025		December 31, 2024
Receivables from broker-dealers, clearing organizations, customers and related broker-dealers1:
Contract values of fails to deliver	$	1,106,458	$	213,409
Receivables from clearing organizations	141,932		118,473
Other receivables from broker-dealers and customers	23,893		26,859
Net pending trades	5,849		1,365
Open derivative contracts	1,293		5,384
Total	$	1,279,425	$	365,490
Payables to broker-dealers, clearing organizations, customers and related broker-dealers1:
Contract values of fails to receive	$	1,063,128	$	201,301
Payables to clearing organizations	33,079		5,643
Other payables to broker-dealers and customers	16,957		14,003

Open derivative contracts	657		4,430
Total	$	1,113,821	$	225,377

____________________________

1Includes receivables and payables with Cantor. See Note 13—“Related Party Transactions” for additional information.

Substantially all open fails to deliver, open fails to receive and pending trade transactions as of March 31, 2025 have subsequently settled at the contracted amounts.

11. Derivatives

In the normal course of operations, the Company enters into derivative contracts to facilitate client transactions, hedge principal positions and facilitate hedging activities of affiliated companies. These derivative contracts primarily consist of FX swaps, FX/commodities options, futures, forwards and interest rate swaps.

The fair value of derivative contracts, presented in accordance with the Company’s netting policy, is set forth below (in thousands):


	March 31, 2025						December 31, 2024
Derivative contract	Assets		Liabilities		Notional Amounts1		Assets		Liabilities		Notional Amounts1
FX swaps	$	1,141	$	454	$	686,908	$	4,810	$	3,679	$	635,790
Forwards	96		160		67,710		409		751		185,821
Futures	—		43		9,181,705		165		—		8,758,848
Interest rate swaps	56		—		23,919,894		—		—		534,085
Total	$	1,293	$	657	$	33,856,217	$	5,384	$	4,430	$	10,114,544

1Notional amounts represent the sum of gross long and short derivative contracts, an indication of the volume of the Company’s derivative activity, and do not represent anticipated losses.

Certain of the Company’s FX swaps are with Cantor. See Note 13—“Related Party Transactions” for additional information related to these transactions.

The replacement costs of contracts in a gain position were $1.3 million and $5.4 million as of March 31, 2025 and December 31, 2024, respectively.

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The following tables present information about the offsetting of derivative instruments as of March 31, 2025 and December 31, 2024 (in thousands):


	March 31, 2025
	Gross Amounts		Gross Amounts Offset		Net Amounts Presented in the Statements of Financial Condition
Assets
FX swaps	$	1,231	$	(90)	$	1,141
Forwards	124		(28)		96
Futures	37,564		(37,564)		—
Interest rate swaps	8,633		(8,577)		56
Total derivative assets	$	47,552	$	(46,259)	$	1,293
Liabilities
FX swaps	$	544	$	(90)	$	454
Forwards	188		(28)		160
Futures	37,607		(37,564)		43
Interest rate swaps	8,577		(8,577)		—
Total derivative liabilities	$	46,916	$	(46,259)	$	657


	December 31, 2024
	Gross Amounts		Gross Amounts Offset		Net Amounts Presented in the Statements of Financial Condition
Assets
FX swaps	$	5,993	$	(1,183)	$	4,810
Forwards	465		(56)		409
Futures	37,083		(36,918)		165
Interest rate swaps	132		(132)		—
Total derivative assets	$	43,673	$	(38,289)	$	5,384
Liabilities
FX swaps	$	4,862	$	(1,183)	$	3,679
Forwards	807		(56)		751
Futures	36,918		(36,918)		—
Interest rate swaps	132		(132)		—
Total derivative liabilities	$	42,719	$	(38,289)	$	4,430

There were no additional balances in gross amounts not offset as of either March 31, 2025 or December 31, 2024.

The change in fair value of derivative contracts is reported as part of “Principal transactions” in the Company’s unaudited Condensed Consolidated Statements of Operations.

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The table below summarizes gains and (losses) on derivative contracts for the three months ended March 31, 2025 and 2024 (in thousands):


	Three Months Ended March 31,
Derivative contract	2025		2024
Futures	$	4,577	$	3,806
Interest rate swaps	2,382		2,096
FX swaps	821		498
FX/commodities options	94		47
Gains, net	$	7,874	$	6,447

12. Fair Value of Financial Assets and Liabilities

Fair Value Measurements on a Recurring Basis

The following tables set forth by level within the fair value hierarchy financial assets and liabilities accounted for at fair value under U.S. GAAP guidance (in thousands):


	Assets at Fair Value at March 31, 2025
	Level 1		Level 2		Level 3		Netting and Collateral		Total
Financial instruments owned, at fair value—Domestic government debt	$	162,172	$	—	$	—	$	—	$	162,172
Financial instruments owned, at fair value—Foreign government debt	—		16,512		—		—		16,512
Financial instruments owned, at fair value—Equities	672		—		—		—		672
Financial instruments owned, at fair value—Corporate bonds	—		374		—		—		374
FX swaps	—		1,231		—		(90)		1,141
Forwards	—		124		—		(28)		96
Futures	37,564		—		—		(37,564)		—
Interest rate swaps	—		8,633		—		(8,577)		56
Total	$	200,408	$	26,874	$	—	$	(46,259)	$	181,023


	Liabilities at Fair Value at March 31, 2025
	Level 1		Level 2		Level 3		Netting and Collateral		Total
FX swaps	$	—	$	544	$	—	$	(90)	$	454
Forwards	—		188		—		(28)		160
Futures	37,607		—		—		(37,564)		43
Interest rate swaps	—		8,577		—		(8,577)		—
Contingent consideration	—		—		21,668		—		21,668
Total	$	37,607	$	9,309	$	21,668	$	(46,259)	$	22,325

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	Assets at Fair Value at December 31, 2024
	Level 1		Level 2		Level 3		Netting and Collateral		Total
Financial instruments owned, at fair value—Domestic government debt	$	170,381	$	—	$	—	$	—	$	170,381
Financial instruments owned, at fair value—Foreign government debt	—		14,827		—		—		14,827
Financial instruments owned, at fair value—Equities	989		—		—		—		989
FX swaps	—		5,993		—		(1,183)		4,810
Forwards	—		465		—		(56)		409
Futures	37,083		—		—		(36,918)		165
Interest rate swaps	—		132		—		(132)		—
Total	$	208,453	$	21,417	$	—	$	(38,289)	$	191,581


	Liabilities at Fair Value at December 31, 2024
	Level 1		Level 2		Level 3		Netting and Collateral		Total
FX swaps	$	—	$	4,862	$	—	$	(1,183)	$	3,679
Forwards	—		807		—		(56)		751
Futures	36,918		—		—		(36,918)		—
Interest rate swaps	—		132		—		(132)		—
Contingent consideration	—		—		21,768		—		21,768
Total	$	36,918	$	5,801	$	21,768	$	(38,289)	$	26,198

Level 3 Financial Liabilities

Changes in Level 3 liabilities measured at fair value on a recurring basis for the three months ended March 31, 2025 were as follows (in thousands):


									Unrealized gains (losses) for the period included in:
	Opening Balance at January 1, 2025		Total realized and unrealized (gains) losses included in Net income (loss)¹		Sales/ Settlements		Closing Balance at March 31, 2025		Net (income) loss on Level 3 Assets/Liabilities Outstanding at March 31, 2025		Other comprehensive income (loss) on Level 3 Assets/Liabilities Outstanding at March 31, 2025
Liabilities
Accounts payable, accrued and other liabilities:
Contingent consideration	$	21,768	$	1,423	$	(1,523)	$	21,668	$	1,423	$	—

____________________________

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

Changes in Level 3 liabilities measured at fair value on a recurring basis for the three months ended March 31, 2024 were as follows (in thousands):

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									Unrealized gains (losses) for the period included in:
	Opening Balance at January 1, 2024		Total realized and unrealized (gains) losses included in Net income (loss)¹		Sales/ Settlements		Closing Balance at March 31, 2024		Net (income) loss on Level 3 Assets/Liabilities Outstanding at March 31, 2024		Other comprehensive income (loss) on Level 3 Assets/Liabilities Outstanding at March 31, 2024
Liabilities
Accounts payable, accrued and other liabilities:
Contingent consideration	$	11,929	$	(159)	$	(2,043)	$	9,727	$	(159)	$	—

____________________________

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

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

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


	Fair Value as of March 31, 2025
	Assets		Liabilities		Valuation Technique	Unobservable Inputs	Range	Weighted Average
						Discount rate1	9.1%-9.2%	9.1%

Contingent consideration	$	—	$	21,668	Present value of expected payments	Probability of meeting earnout and contingencies	20%-100%	81.2%2

____________________________

1The discount rate is based on the Company’s calculated weighted-average cost of capital.

2The probability of meeting the earnout targets was based on the acquirees’ projected future financial performance, including revenues.


	Fair Value as of December 31, 2024
	Assets		Liabilities		Valuation Technique	Unobservable Inputs	Range	Weighted Average
						Discount rate1	9.1%-9.2%	9.1%

Contingent consideration	$	—	$	21,768	Present value of expected payments	Probability of meeting earnout and contingencies	20%-100%	81.9%2

____________________________

1The discount rate is based on the Company’s calculated weighted-average cost of capital.

2The probability of meeting the earnout targets was based on the acquirees’ projected future financial performance, including revenues.

Information About Uncertainty of Level 3 Fair Value Measurements

The significant unobservable inputs used in the fair value of the Company’s contingent consideration are the discount rate and forecasted financial information. Significant increases (decreases) in the discount rate would have resulted in a significantly lower (higher) fair value measurement. Significant increases (decreases) in the forecasted financial information would have resulted in a significantly higher (lower) fair value measurement. As of March 31, 2025 and December 31, 2024, the present value of expected payments related to the Company’s contingent consideration was $21.7 million and $21.8 million, respectively. The undiscounted value of the payments, assuming that all contingencies are met, would be $29.3 million and $30.4 million as of March 31, 2025 and December 31, 2024, respectively.

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Fair Value Measurements on a Non-Recurring Basis

Pursuant to the recognition and measurement guidance for equity investments, equity investments carried under the measurement alternative are remeasured at fair value on a non-recurring basis to reflect observable transactions which occurred during the period. The Company applied the measurement alternative to equity securities with the fair value of approximately $136.7 million and $136.1 million, which were included in “Other assets” in the Company’s unaudited Condensed Consolidated Statements of Financial Condition as of March 31, 2025 and December 31, 2024, respectively. These investments are classified within Level 2 in the fair value hierarchy, because their estimated fair value is based on valuation methods using the observable transaction price at the transaction date.

13. Related Party Transactions

In connection with the Corporate Conversion on July 1, 2023, the BGC Group Board and the Board of Directors of BGC Partners authorized the assumption of all agreements and arrangements between BGC Partners and any executive officer, director or affiliate of BGC Partners, with such modifications necessary to reflect the Corporate Conversion. Pursuant to the foregoing authorization, any existing agreements and arrangements between BGC Partners and any executive officer, director or affiliate of BGC Partners, were generally assumed unchanged other than making BGC Group a party thereto.

Service Agreements

Throughout Europe and Asia, the Company provides Cantor with administrative services, technology services and other support, for which it charges Cantor based on the cost of providing such services plus a mark-up, generally 7.5%. In the U.K., the Company provides these services to Cantor through Tower Bridge. The Company owns 52% of Tower Bridge and consolidates it, and Cantor owns 48%. Cantor’s interest in Tower Bridge is reflected as a component of “Noncontrolling interest in subsidiaries” in the Company’s unaudited Condensed Consolidated Statements of Financial Condition, and the portion of Tower Bridge’s income attributable to Cantor is included as part of “Net income (loss) attributable to noncontrolling interest in subsidiaries” in the Company’s unaudited Condensed Consolidated Statements of Operations. In the U.S., the Company provides Cantor with technology services, for which it charges Cantor based on the cost of providing such services.

The administrative services agreement provides that direct costs incurred are charged back to the service recipient. Additionally, the service recipient generally indemnifies the service provider for liabilities that it incurs arising from the provision of services, other than liabilities arising from fraud or willful misconduct of the service provider. In accordance with the administrative service agreement, the Company has not recognized any liabilities related to services provided to affiliates.

For the three months ended March 31, 2025 and 2024, Cantor’s share of the net profit (loss) in Tower Bridge was $0.5 million and $0.2 million, respectively. This net profit or loss is included as part of “Net income (loss) attributable to noncontrolling interest in subsidiaries” in the Company’s unaudited Condensed Consolidated Statements of Operations.

On September 21, 2018, the Company entered into agreements to provide a guarantee and related obligation to Tower Bridge in connection with an office lease for the Company’s headquarters in London. The Company is obligated to guarantee the obligations of Tower Bridge in the event of certain defaults under the applicable lease and ancillary arrangements. In July 2018, the Audit Committee also authorized management of the Company to enter into similar guarantees or provide other forms of credit support to Tower Bridge or other affiliates of the Company from time to time in the future in similar circumstances and on similar terms and conditions.

For the three months ended March 31, 2025 and 2024, the Company recognized related party revenues of $4.4 million and $4.4 million, respectively, for the services provided to Cantor. These revenues are included as part of “Fees from related parties” in the Company’s unaudited Condensed Consolidated Statements of Operations.

In the U.S., Cantor and its affiliates provide the Company with administrative services and other support for which Cantor charges the Company based on the cost of providing such services. In connection with the services Cantor provides, the Company and Cantor entered into an administrative services agreement whereby certain employees of Cantor are deemed leased employees of the Company.

For the three months ended March 31, 2025 and 2024, the Company was charged $36.7 million and $26.6 million, respectively, for the services provided by Cantor and its affiliates, of which $28.1 million and $19.4 million, respectively, were to cover compensation to leased employees for these periods. The fees charged by Cantor for administrative and support services, other than those to cover the compensation costs of leased employees, are included as part of “Fees to related parties” in the Company’s unaudited Condensed Consolidated Statements of Operations. The fees charged by Cantor to cover the compensation costs of leased employees are included as part of “Compensation and employee benefits” in the Company’s unaudited Condensed Consolidated Statements of Operations.

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In connection with the Corporate Conversion on July 1, 2023, BGC Group, Cantor and certain affiliates of Cantor entered into an Amended and Restated U.S. Master Administrative Services Agreement and an Amended and Restated U.K. Master Administrative Services Agreement.

FMX Administrative Services Agreement

In connection with the FMX Separation, on April 23, 2024, Tower Bridge and FMX entered into an Administrative Services Agreement, pursuant to which Tower Bridge would provide certain administrative services and technology services to FMX.

Clearing Agreements with Cantor

The Company and its subsidiaries receive certain clearing services from Cantor and its subsidiaries pursuant to several clearing agreements, including the Clearing Services Agreement. These clearing services are provided in exchange for payment by the Company and its subsidiaries for certain clearing costs and allocated costs. The costs associated with these payments are included as part of “Fees to related parties” in the Company’s unaudited Condensed Consolidated Statements of Operations. The costs for these services are included as part of the charges to BGC for services provided by Cantor and its affiliates as discussed in “Service Agreements” above.

On June 7, 2024, the Company amended the Clearing Services Agreement to modify the rate charged by CF&Co for posting margin in respect of trades cleared on behalf of BGCF to a rate equal to CF&Co’s cost of funding such margin through a draw on a third party credit facility provided to CF&Co for which the use of proceeds is to finance clearinghouse margin deposits and related transactions.

Clearing Capital Agreement with Cantor

In November 2008, the Company entered into the Clearing Capital Agreement with Cantor to clear U.S. Treasury and U.S. government agency securities transactions on the Company’s behalf. In June 2020, the Clearing Capital Agreement was amended to cover Cantor providing clearing services in all eligible financial products to the Company and not just U.S. Treasury and U.S. government agency securities. Pursuant to the terms of this agreement, so long as Cantor is providing clearing services to BGC, Cantor shall be entitled to request from the Company cash or other collateral acceptable to Cantor in the amount reasonably requested by Cantor under the Clearing Capital Agreement or Cantor will post cash or other collateral on BGC’s behalf for a commercially reasonable charge. On June 7, 2024, the Company amended the Clearing Capital Agreement to modify the rate charged by Cantor for posting margin in respect of trades cleared on behalf of the Company to a rate equal to Cantor’s cost of funding such margin through a draw on a third party credit facility provided to Cantor for which the use of proceeds is to finance clearinghouse margin deposits and related transactions. The Clearing Capital Agreement amendment also assigned BGC Partners’ rights and obligations thereunder to BGC Group.

During the three months ended March 31, 2025 and 2024, the Company was charged $0.9 million and $1.0 million, respectively, by Cantor for the cash or other collateral posted by Cantor on BGC’s behalf. Cantor held cash or other property from the Company as collateral as of March 31, 2025 and December 31, 2024 at a fair value of $115.9 million and $124.6 million, respectively.

Non-Conforming Subordination Agreements

On June 26, 2024, the Audit Committee of BGC approved the entry into one or more non-conforming subordination agreements by BGC or its subsidiaries, including FMX, with CF&Co (or its affiliates). Pursuant to any non-conforming subordination agreement, the BGC party would acknowledge that its brokerage account(s) held at CF&Co are not “customers” of CF&Co and would agree to subordinate its right to receive securities or funds held in such accounts to the claims of Cantor’s customers. This acknowledgment and agreement by the relevant BGC party enables CF&Co to receive such securities or funds from the BGC party and post them with the FICC without requiring that they be segregated.

Purchase of Futures Exchange Group

On July 30, 2021, the Company completed the purchase of the Futures Exchange Group for a purchase price of $4.9 million at closing, plus the cash held at closing by the Futures Exchange Group, and an earn-out, only payable out of the Company’s portion of the profits of the Futures Exchange Group, capped at the amount Cantor contributed to the Futures Exchange Group prior to closing. The transaction has been accounted for as a transaction between entities under common control.

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As part of the purchase of the Futures Exchange Group, Cantor has agreed to indemnify the Company for certain expenses arising at the Futures Exchange Group up to a maximum of $1.0 million. As of both March 31, 2025 and December 31, 2024, the Company had recorded assets of $1.0 million in the Company’s unaudited Condensed Consolidated Statements of Financial Condition for this indemnity.

Newmark Spin-Off

The Separation and Distribution Agreement sets forth certain agreements among BGC, Cantor, Newmark and their respective subsidiaries relating to the Spin-Off. For additional information, see Note 2—“Limited Partnership Interests in BGC Holdings and Newmark Holdings” herein and Note 2—“Limited Partnership Interests in BGC Holdings and Newmark Holdings” and Note 13—“Related Party Transactions” to our Consolidated Financial Statements in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2024.

Subsequent to the Spin-Off, there were remaining partners who held limited partnership interests in BGC Holdings who are Newmark employees, and there are remaining partners who hold limited partnership interests in Newmark Holdings who are BGC employees. These limited partnership interests represent interests that were held prior to the Newmark IPO or were distributed in connection with the Separation. Following the Newmark IPO, employees of BGC and Newmark only receive limited partnership interests in BGC Holdings and Newmark Holdings, respectively. As a result of the Spin-Off, as the previous limited partnership interests in BGC Holdings held by Newmark employees and the existing limited partnership interests in Newmark Holdings held by BGC employees were/are exchanged/redeemed, the related capital is contributed to and from Cantor, respectively.

Prior to the Corporate Conversion, all BGC Holdings units held by employees of Newmark were redeemed or exchanged, in each case, for shares of BGC Class A common stock.

BGC Credit Agreement

On March 19, 2018, BGC Partners entered into the BGC Credit Agreement with Cantor. The BGC Credit Agreement provides for each party and certain of its subsidiaries to issue loans to the other party or any of its subsidiaries at the lender’s discretion in an aggregate principal amount up to $250.0 million outstanding at any time. The BGC Credit Agreement replaced the previous Credit Facility between BGC Partners and an affiliate of Cantor. On August 6, 2018, BGC Partners entered into an amendment to the BGC Credit Agreement, which increased the aggregate principal amount that could be loaned to the other party or any of its subsidiaries from $250.0 million to $400.0 million that can be outstanding at any time. On October 6, 2023, BGC Group assumed all rights and obligations of BGC Partners under the BGC Credit Agreement.

On March 8, 2024, the Company entered into a second amendment to the BGC Credit Agreement. The second amendment provides that the parties and their respective subsidiaries may borrow up to an aggregate principal amount of $400.0 million from each other from time to time at an interest rate equal to 25 basis points less than the interest rate on the respective borrower’s short-term borrowing rate then in effect. Previously, the parties and their respective subsidiaries could borrow up to an aggregate principal amount of $400.0 million from each other from time to time at an interest rate equal to 1.00% higher than the higher of Cantor’s or BGC’s short-term borrowing rate then in effect. The BGC Credit Agreement will mature on the earlier to occur of (a) if prior written notice of non-extension is given by a lending party to a borrowing party at least six months in advance thereof, March 19, 2026, and if such notice is not timely given, then the maturity date of the BGC Credit Agreement will continue to be extended for additional successive one-year periods unless prior written notice of non-extension is given by a lending party to a borrowing party at least six months in advance of such renewal date and (b) the termination of the BGC Credit Agreement by either party pursuant to its terms.

On June 7, 2024, the Company entered into a third amendment to the BGC Credit Agreement. The third amendment provides that the parties and their respective subsidiaries may borrow up to an aggregate principal amount of $400.0 million pursuant to a new category of “FICC-GSD Margin Loans.” FICC-GSD Margin Loans will bear interest at a rate equal to the overnight interest rate actually earned by the borrower or its affiliates on borrowings under the applicable FICC-GSD Margin Loan that are posted to clearinghouses or kept available for posting at clearinghouses. The maturity date in respect of FICC-GSD Margin Loans will not exceed 35 days from the date the loan is made, unless otherwise agreed by the parties. All other terms of the BGC Credit Agreement, including terms applicable to loans made thereunder that are not FICC-GSD Margin Loans, remain the same.

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On March 12, 2024, the Company borrowed $275.0 million from Cantor under the BGC Credit Agreement and used the proceeds from such borrowing to repay the principal and interest related to all of the $240.0 million of borrowings outstanding under the Revolving Credit Agreement. The interest rate on this facility was 6.92%. On April 1, 2024, the Company repaid in full the $275.0 million of principal and interest amounts outstanding from the BGC Credit Agreement. As of both March 31, 2025 and December 31, 2024, there were no borrowings by the Company outstanding under the BGC Credit Agreement. The Company did not record any interest expense related to the BGC Credit Agreement for the three months ended March 31, 2025. The Company recorded interest expense related to the BGC Credit Agreement of $1.1 million for the three months ended March 31, 2024.

Other Agreements with Cantor

The Company is authorized to enter into short-term arrangements with Cantor to cover any delivery failures in connection with U.S. Treasury securities transactions and to share equally in any net income resulting from such transactions, as well as any similar clearing and settlement issues. As of both March 31, 2025 and December 31, 2024, there were no Repurchase Agreements between the Company and Cantor.

As part of the Company’s cash management process, the Company may enter into tri-party Reverse Repurchase Agreements and other short-term investments, some of which may be with Cantor. As of both March 31, 2025 and December 31, 2024, there were no Reverse Repurchase Agreements between the Company and Cantor.

To more effectively manage the Company’s exposure to changes in FX rates, the Company and Cantor have agreed to jointly manage the exposure. As a result, the Company is authorized to divide the quarterly allocation of any profit or loss relating to FX currency hedging between the Company and Cantor. The amount allocated to each party is based on the total net exposure for the Company and Cantor. The ratio of gross exposures of the Company and Cantor is utilized to determine the shares of profit or loss allocated to each for the period. During the three months ended March 31, 2025 and 2024, the Company recognized its share of FX gains of $7.5 million and FX losses of $0.1 million, respectively. These gains and losses are included as part of “Other expenses” in the Company’s unaudited Condensed Consolidated Statements of Operations.

Pursuant to the separation agreement relating to the Company’s acquisition of certain BGC businesses from Cantor in 2008, Cantor has a right, subject to certain conditions, to be the Company’s customer and to pay the lowest commissions paid by any other customer, whether by volume, dollar or other applicable measure. In addition, Cantor has an unlimited right to internally use the Company’s market data without any cost but Cantor does not have the right to furnish such data to any third party. Any future related-party transactions or arrangements between the Company and Cantor are subject to prior approval by the Audit Committee. During both the three months ended March 31, 2025 and 2024, the Company recorded revenues from Cantor entities of $0.1 million related to commissions paid to the Company by Cantor. These revenues are included as part of “Commissions” in the Company’s unaudited Condensed Consolidated Statements of Operations.

The Company and Cantor are authorized to utilize each other’s brokers to provide brokerage services for securities not brokered by such entity, so long as, unless otherwise agreed, such brokerage services were provided in the ordinary course and on terms no less favorable to the receiving party than such services are provided to typical third-party customers.

In August 2013, the Audit Committee authorized the Company to invest up to $350.0 million in an asset-backed commercial paper program for which certain Cantor entities serve as placement agent and referral agent. The program issues short-term notes to money market investors and is expected to be used by the Company from time to time as a liquidity management vehicle. The notes are backed by assets of highly rated banks. The Company is entitled to invest in the program so long as the program meets investment policy guidelines, including policies related to ratings. Cantor will earn a spread between the rate it receives from the short-term note issuer and the rate it pays to the Company on any investments in this program. This spread will be no greater than the spread earned by Cantor for placement of any other commercial paper note in the program. As of both March 31, 2025 and December 31, 2024, the Company did not have any investments in the program.

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

As of March 31, 2025, Cantor and CFGM did not own any shares of BGC Class A common stock. As of March 31, 2025, Cantor and CFGM owned 93.3 million and 3.0 million shares of BGC Class B common stock, respectively.

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Receivables from and Payables to Related Broker-Dealers

Amounts due to or from Cantor and Freedom, one of the Company’s equity method investments, are for transactional revenues under a technology and services agreement with Freedom, as well as for open derivative contracts. These are included as part of “Receivables from broker-dealers, clearing organizations, customers and related broker-dealers” or “Payables to broker-dealers, clearing organizations, customers and related broker-dealers” in the Company’s unaudited Condensed Consolidated Statements of Financial Condition. As of March 31, 2025 and December 31, 2024, the Company had receivables from Freedom of $1.8 million and $1.3 million, respectively. As of March 31, 2025 and December 31, 2024, the Company had $1.1 million and $4.8 million, respectively, in receivables from Cantor related to open derivative contracts. As of March 31, 2025 and December 31, 2024, the Company had $0.5 million and $4.0 million, respectively, in payables to Cantor related to open derivative contracts. As of March 31, 2025 and December 31, 2024, the Company had receivables of $41.8 million and payables of $0.1 million, respectively, with Cantor related to fails and pending trades.

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

The Company has entered into various agreements with certain BGC employees and, prior to the Corporate Conversion, partners whereby these individuals receive loans which may be either wholly or in part repaid from the distributions that the individuals receive on some or all of their LPUs in BGC Holdings and Newmark Holdings, prior to the Corporate Conversion, and by distributions that the individuals receive on some or all of their LPUs in Newmark Holdings and any dividends paid on participating RSUs and restricted stock awards, subsequent to the Corporate Conversion. Certain of these loans also may be either wholly or in part repaid from the proceeds of the sale of the BGC employees’ shares of BGC Class A common stock. In addition, certain loans may be forgiven over a period of time. The forgivable portion of these loans is recognized as compensation expense over the life of the loan. From time to time, the Company may also enter into agreements with employees to grant bonus and salary advances or other types of loans. These advances and loans are repayable in the timeframes outlined in the underlying agreements.

As of March 31, 2025 and December 31, 2024, the aggregate balance of employee loans, net, was $404.6 million and $360.1 million, respectively, and is included as “Loans, forgivable loans and other receivables from employees and partners, net” in the Company’s unaudited Condensed Consolidated Statements of Financial Condition. Compensation expense for the above-mentioned employee loans for the three months ended March 31, 2025 and 2024 was $17.3 million and $14.8 million, respectively. The compensation expense related to these employee loans is included as part of “Compensation and employee benefits” in the Company’s unaudited Condensed Consolidated Statements of Operations.

Interest income on the above-mentioned employee loans for the three months ended March 31, 2025 and 2024 was $3.7 million and $3.2 million, respectively. The interest income related to these employee loans is included as part of “Interest and dividend income” in the Company’s unaudited Condensed Consolidated Statements of Operations.

CEO Program and Other Transactions with CF&Co

As discussed in Note 7—“Stock Transactions and Unit Redemptions,” BGC Partners entered into the August 2022 Sales Agreement, and after the Corporate Conversion, BGC Group entered into the July 2023 Sales Agreement with CF&Co as the Company’s sales agent under the CEO Program. During both the three months ended March 31, 2025 and 2024, the Company did not sell any shares of Class A common stock under its CEO Program. For both the three months ended March 31, 2025 and 2024, the Company was not charged for services provided by CF&Co related to the CEO Program with CF&Co. The net proceeds of any shares sold would be included as part of “Additional paid-in capital” in the Company’s unaudited Condensed Consolidated Statements of Financial Condition.

The Company has engaged CF&Co and its affiliates to act as financial advisors in connection with one or more third-party business combination transactions as requested by the Company on behalf of its affiliates from time to time on specified terms, conditions and fees. The Company may pay finders’, investment banking or financial advisory fees to broker-dealers, including, but not limited to, CF&Co and its affiliates, from time to time in connection with certain business combination transactions, and, in some cases, the Company may issue shares of BGC Class A common stock in full or partial payment of such fees.

On October 3, 2014, management was granted approval by the Board and Audit Committee to enter into stock loan transactions with CF&Co utilizing equities securities. Such stock loan transactions will bear market terms and rates. As of March 31, 2025 and December 31, 2024, the Company did not have any securities loaned transactions with CF&Co.

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On September 27, 2019, the Company issued an aggregate of $300.0 million principal amount of BGC Partners 3.750% Senior Notes. In connection with this issuance of BGC Partners 3.750% Senior Notes, the Company recorded $0.2 million in underwriting fees payable to CF&Co. These fees were recorded as a direct reduction from the Notes payable and other borrowings in the Company’s unaudited Condensed Consolidated Statements of Financial Condition and are amortized as interest expense over the term of the notes.

On June 11, 2020, BGC Partners’ Board of Directors and its Audit Committee authorized a debt repurchase program for the repurchase by the Company of up to $50.0 million of Company Debt Securities, and on July 1, 2023, BGC Group’s Board of Directors and its Audit Committee authorized a debt repurchase program for the repurchase by the Company of up to $50.0 million of Company Debt Securities. Repurchases of Company Debt Securities, if any, are expected to reduce future cash interest payments, as well as future amounts due at maturity or upon redemption. Under the authorization, the Company may make repurchases of Company Debt Securities for cash from time to time in the open market or in privately negotiated transactions upon such terms and at such prices as management may determine. Additionally, the Company is authorized to make any such repurchases of Company Debt Securities through CF&Co (or its affiliates), in its capacity as agent or principal, or such other broker-dealers as management shall determine to utilize from time to time, and such repurchases shall be subject to brokerage commissions which are no higher than standard market commission rates. On August 21, 2024, the Company repurchased $0.5 million of outstanding aggregate principal amount, plus accrued interest, of BGC Partners 8.000% Senior Notes for $0.5 million. As of March 31, 2025, the Company had $49.5 million remaining under its debt repurchase authorization. For additional information, see Note 17—“Notes Payable and Other Borrowings.”

On July 10, 2020, the Company issued an aggregate of $300.0 million principal amount of the BGC Partners 4.375% Senior Notes. In connection with this issuance of BGC Partners 4.375% Senior Notes, the Company recorded $0.2 million in underwriting fees payable to CF&Co. These fees were recorded as a direct reduction from the Notes payable and other borrowings in the Company’s unaudited Condensed Consolidated Statements of Financial Condition and are amortized as interest expense over the term of the notes. Cantor purchased $14.5 million of such senior notes and tendered such notes in the Exchange Offer in exchange for an equivalent amount of BGC Group 4.375% Senior Notes. Cantor holds such BGC Group 4.375% Senior Notes as of March 31, 2025.

On May 25, 2023, the Company issued an aggregate of $350.0 million principal amount of the BGC Partners 8.000% Senior Notes. In connection with this issuance of BGC Partners 8.000% Senior Notes, the Company paid $0.2 million in underwriting fees to CF&Co. These fees were recorded as a direct reduction from the Notes payable and other borrowings in the Company’s unaudited Condensed Consolidated Statements of Financial Condition and are amortized as interest expense over the term of the notes.

On June 10, 2024, the Company issued an aggregate of $500.0 million principal amount of the BGC Group 6.600% Senior Notes. In connection with this issuance of BGC Group 6.600% Senior Notes, the Company paid $0.4 million in underwriting fees to CF&Co. These fees were recorded as a direct reduction from the Notes payable and other borrowings in the Company’s unaudited Condensed Consolidated Statements of Financial Condition and are amortized as interest expense over the term of the notes.

In connection with the issuance of the BGC Group 6.600% Senior Notes, on June 10, 2024, the Company entered into a Registration Rights Agreement with the initial purchasers in the offering of the BGC Group 6.600% Senior Notes, including CF&Co, pursuant to which the Company was obligated to file a registration statement with the SEC with respect to an offer to exchange the BGC Group 6.600% Notes for a substantially identical issue of notes registered under the Securities Act and to complete such exchange offer prior to 365 days after June 10, 2024. The exchange offer expired on September 27, 2024, and the tendered BGC Group 6.600% Senior Notes were exchanged for new registered notes with substantially identical terms.

Cantor Aurel Revenue Sharing Agreement

On June 24, 2021, the Board and Audit Committee authorized the Company’s French subsidiary, Aurel BGC SAS, to enter into a revenue sharing agreement pursuant to which Cantor would provide services to Aurel to support Aurel’s investment banking activities with respect to special purpose acquisition companies. The services provided by Cantor to Aurel in support of such SPAC Investment Banking Activities would include referral of clients, structuring advice, financial advisory services, referral of investors, deal execution services, and other advisory services in support of Aurel’s SPAC Investment Banking Activities pursuant to its French investment services license. As compensation, Cantor would receive a revenue share of 80% of Aurel’s net revenue attributable to SPAC Investment Banking Activities. The term of the revenue sharing agreement was for an initial period of 12 months, which automatically renewed each year unless either party provided a notice of termination at least three months prior to the anniversary. Aurel was also authorized to serve as bookrunner, underwriter or advisor in connection with French SPACs which are sponsored by Cantor at market rates for such services. Aurel had no revenue or fees payable to Cantor attributable to SPAC Investment Banking Activities, for the three months ended March 31, 2024. On December 12, 2024, Aurel and Cantor mutually terminated the revenue sharing agreement.

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Transactions with Executive Officers and Directors

On March 4, 2025, Dr. Bell, a member of our Board, sold 12,727 shares of Class A common stock to the Company in a transaction exempt from the short-swing profits liability provisions of Section 16(b) of the Exchange Act, referred to here as an “exempt transaction,” pursuant to Rule 16b-3 under the Exchange Act. The sale price per share of $9.35 was the closing price of a share of Class A common stock on March 4, 2025. The transaction was approved by the Audit Committee and was made pursuant to the Company’s stock buyback authorization.

On October 7, 2024, the Compensation Committee approved the redemption of 327,127 non-exchangeable Newmark Holdings LPUs and 30,285 non-exchangeable Newmark Holdings PLPUs with a determination amount of $278,258, held by Mr. Windeatt. In connection with this redemption, Mr. Windeatt received 271,362 shares of Newmark Class A common stock (239,428 Newmark Holdings LPUs multiplied by the then-current Exchange Ratio) and a cash payment of $251,128 (27,332 Newmark Holdings PLPUs). The remaining 31,700 of Newmark Holdings LPUs and 2,953 Newmark Holdings PLPUs with a determination amount of $27,130, were redeemed for zero in connection with Mr. Windeatt’s LLP status.

On August 8, 2024, Mr. Richards, a member of our Board, sold 13,063 shares of Class A common stock to the Company in an exempt transaction made pursuant to Rule 16b-3 under the Exchange Act. The sale price per share of $9.11 was the closing price of a share of Class A common stock on August 8, 2024. The transaction was approved by the Audit and Compensation Committees of the Board and was made pursuant to the Company’s stock buyback authorization.

On January 2, 2024, Mr. Merkel, our Executive Vice President and General Counsel, sold 136,891 shares of Class A common stock to the Company in an exempt transaction made pursuant to Rule 16b-3 under the Exchange Act. The sale price per share of $6.98 was the closing price of a share of Class A common stock on January 2, 2024. The transaction was approved by the Audit and Compensation Committees of the Board and was made pursuant to the Company’s stock buyback authorization.

Cantor Referral Fee

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

Transactions with the Relief Fund

During the year ended December 31, 2015, the Company committed to make charitable contributions to the Cantor Fitzgerald Relief Fund in the amount of $40.0 million. The Company had fully paid the $40.0 million commitment by the third quarter of 2022.

As of March 31, 2025 and December 31, 2024, the Company had an additional liability to the Cantor Fitzgerald Relief Fund and The Cantor Foundation (UK) for $13.3 million and $13.2 million, respectively, which included $9.5 million and $6.7 million of additional expense taken in September 2024 and 2023, respectively, above the original $40.0 million commitment.

Other Transactions

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

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14. Investments

Equity Method Investments and Investments Carried Under the Measurement Alternative


(dollar amounts in thousands)	Percent Ownership1	March 31, 2025		December 31, 2024
Advanced Markets Holdings	25%	$	3,938	$	3,772
China Credit BGC Money Broking Company Limited	33%	25,263		23,242
Freedom International Brokerage	45%	9,790		9,637
Other		2,461		2,424
Equity method investments		$	41,452	$	39,075
Investments carried under measurement alternative		192		192
Total equity method and investments carried under measurement alternative		$	41,644	$	39,267

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1Represents the Company’s voting interest in the equity method investment as of March 31, 2025 and December 31, 2024.

The carrying value of the Company’s equity method investments was $41.5 million as of March 31, 2025 and $39.1 million as of December 31, 2024, and is included in “Investments” in the Company’s unaudited Condensed Consolidated Statements of Financial Condition.

The Company recognized gains of $2.4 million and $1.8 million related to its equity method investments for the three months ended March 31, 2025 and 2024, respectively. The Company’s share of the net gains or losses is reflected in “Gains (losses) on equity method investments” in the Company’s unaudited Condensed Consolidated Statements of Operations.

For the three months ended March 31, 2025 and 2024, the Company did not record impairment charges related to existing equity method investments. The Company did not sell any equity method investments during the three months ended March 31, 2025 and 2024.

See Note 13—“Related Party Transactions” for information regarding related party transactions with unconsolidated entities included in the Company’s unaudited Condensed Consolidated Financial Statements.

Investments Carried Under Measurement Alternative

The Company has acquired equity investments for which it did not have the ability to exert significant influence over operating and financial policies of the investees. These investments are accounted for using the measurement alternative in accordance with the guidance on recognition and measurement.

The carrying value of these investments as of both March 31, 2025 and December 31, 2024 was $0.2 million, and they are included in “Investments” in the Company’s unaudited Condensed Consolidated Statements of Financial Condition. The Company did not recognize any gains, losses, or impairments relating to investments carried under the measurement alternative for both the three months ended March 31, 2025 and 2024.

In addition, the Company owns membership shares, which are included in “Other assets” in the Company’s unaudited Condensed Consolidated Statements of Financial Condition as of both March 31, 2025 and December 31, 2024. These equity investments are accounted for using the measurement alternative in accordance with the guidance on recognition and measurement. These investments, which do not have a readily determinable fair value, are initially recognized at cost and remeasured through earnings when there is an observable transaction involving the same or similar investment of the same issuer, or due to an impairment. The Company recorded $0.6 million of unrealized gains and $36.6 million of unrealized gains to reflect observable transactions for these shares during the three months ended March 31, 2025 and 2024, respectively. The unrealized gains (losses) are reflected in “Other income (loss)” in the Company’s unaudited Condensed Consolidated Statements of Operations.

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Investments in VIEs

Unconsolidated VIE

One of the Company’s equity method investments is considered a VIE, as defined under the accounting guidance for consolidation. The Company is not considered the primary beneficiary of and therefore does not consolidate the VIE. The Company’s involvement with the VIE is in the form of direct equity interest. The Company’s maximum exposure to loss with respect to the VIE is its investment.

The following table sets forth the Company’s investment in its unconsolidated VIE and the maximum exposure to loss (in thousands):


	March 31, 2025				December 31, 2024
	Investment		Maximum Exposure to Loss		Investment		Maximum Exposure to Loss
Variable interest entity	$	712	$	712	$	674	$	674

Consolidated VIE

The Company also invested in a limited liability company that is focused on developing a proprietary trading technology. The limited liability company is a VIE and it was determined that the Company is the primary beneficiary of this VIE because the Company was the provider of the majority of this VIE’s start-up capital and has the power to direct the activities of this VIE that most significantly impact its economic performance, primarily through its voting percentage and consent rights on the activities that would most significantly influence the entity. The consolidated VIE had total assets of $6.1 million and $5.3 million as of March 31, 2025 and December 31, 2024, respectively, which primarily consisted of clearing margin. There were no material restrictions on the consolidated VIE’s assets. The consolidated VIE had total liabilities of $1.3 million and $1.2 million as of March 31, 2025 and December 31, 2024, respectively. The Company’s exposure to economic loss on this VIE was $1.7 million and $1.3 million as of March 31, 2025 and December 31, 2024, respectively.

15. Fixed Assets, Net

Fixed assets, net consisted of the following (in thousands):


	March 31, 2025		December 31, 2024
Computer and communications equipment	$	116,455	$	112,463
Software, including software development costs	411,080		401,040
Leasehold improvements and other fixed assets	109,835		108,303
	637,370		621,806
Less: accumulated depreciation and amortization	(447,896)		(431,794)
Fixed assets, net	$	189,474	$	190,012

Depreciation expense was $5.5 million and $5.4 million for the three months ended March 31, 2025 and 2024, respectively. Depreciation is included as part of “Occupancy and equipment” in the Company’s unaudited Condensed Consolidated Statements of Operations.

The Company has $4.6 million of asset retirement obligations related to certain of its leasehold improvements as of both March 31, 2025 and December 31, 2024. The associated asset retirement cost is capitalized as part of the carrying amount of the long-lived asset. The liability is discounted and accretion expense is recognized using the credit adjusted risk-free interest rate in effect when the liability was initially recognized.

For the three months ended March 31, 2025 and 2024, software development costs totaling $10.2 million and $12.0 million, respectively, were capitalized. Amortization of software development costs totaled $11.1 million and $10.4 million for the three months ended March 31, 2025 and 2024, respectively. Amortization of software development costs is included as part of “Occupancy and equipment” in the Company’s unaudited Condensed Consolidated Statements of Operations.

Impairment charges of $0.4 million and $0.2 million were recorded for the three months ended March 31, 2025 and 2024, respectively, related to the evaluation of capitalized software projects for future benefit and for fixed assets no longer in service. Impairment charges related to capitalized software and fixed assets are reflected in “Occupancy and equipment” in the Company’s unaudited Condensed Consolidated Statements of Operations.

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16. Goodwill and Other Intangible Assets, Net

The changes in the carrying amount of goodwill were as follows (in thousands):


	Goodwill
Balance at December 31, 2024	$	540,290

Measurement period adjustments	100
Cumulative translation adjustment	276
Balance at March 31, 2025	$	540,666

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

Goodwill is not amortized and is reviewed annually for impairment or more frequently if impairment indicators arise, in accordance with U.S. GAAP guidance on Goodwill and Other Intangible Assets.

Other intangible assets consisted of the following (in thousands, except weighted-average remaining life):


	March 31, 2025
	Gross Amount		Accumulated Amortization		Net Carrying Amount		Weighted- Average Remaining Life (Years)
Definite life intangible assets:
Customer-related	$	256,441	$	118,320	$	138,121	10.7
Technology	23,997		23,997		—		N/A
Noncompete agreements	21,815		20,890		925		1.4
Patents	12,706		11,218		1,488		2.7
All other	19,877		7,072		12,805		12.0
Total definite life intangible assets	334,836		181,497		153,339
Indefinite life intangible assets:
Trade names	79,570		—		79,570		N/A
Licenses	2,594		—		2,594		N/A
Domain name	454		—		454		N/A
Total indefinite life intangible assets	82,618		—		82,618		N/A
Total	$	417,454	$	181,497	$	235,957


	December 31, 2024
	Gross Amount		Accumulated Amortization		Net Carrying Amount		Weighted- Average Remaining Life (Years)
Definite life intangible assets:
Customer-related	$	256,374	$	113,590	$	142,784	10.8
Technology	23,997		23,997		—		N/A
Noncompete agreements	21,815		20,621		1,194		1.5
Patents	12,577		11,102		1,475		2.7
All other	19,937		6,711		13,226		12.1
Total definite life intangible assets	334,700		176,021		158,679
Indefinite life intangible assets:
Trade names	79,570		—		79,570		N/A
Licenses	2,207		—		2,207		N/A
Domain name	454		—		454		N/A
Total indefinite life intangible assets	82,231		—		82,231		N/A
Total	$	416,931	$	176,021	$	240,910

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Intangible amortization expense was $5.5 million and $4.9 million for the three months ended March 31, 2025 and 2024, respectively. Intangible amortization is included as part of “Other expenses” in the Company’s unaudited Condensed Consolidated Statements of Operations. There were no impairment charges for the Company’s definite and indefinite life intangibles for the three months ended March 31, 2025 and 2024.

The estimated future amortization expense of definite life intangible assets as of March 31, 2025 is as follows (in millions):


2025	$	15.9
2026	20.2
2027	15.9
2028	15.1
2029	11.4
2029 and thereafter	74.8
Total	$	153.3

17. Notes Payable and Other Borrowings

Notes payable and other borrowings consisted of the following (in thousands):


	March 31, 2025		December 31, 2024
Unsecured senior revolving credit agreement	$	546,299	$	195,831


BGC Group 4.375% Senior Notes due December 15, 2025	287,645		287,462
BGC Partners 4.375% Senior Notes due December 15, 2025	11,830		11,824
BGC Group 8.000% Senior Notes due May 25, 2028	344,811		344,620
BGC Partners 8.000% Senior Notes due May 25, 2028	2,259		2,257
BGC Group 6.600% Senior Notes due June 10, 2029	495,796		495,546



Total Notes payable and other borrowings1, 2	$	1,688,640	$	1,337,540

__________________________

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

2Presented net of deferred financing costs, which are recorded in the Company’s unaudited Condensed Consolidated Statements of Financial Condition as a direct reduction of the Notes payable and other borrowings. As of March 31, 2025 and December 31, 2024, total deferred financing costs were $10.9 million and $12.0 million, respectively.

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Exchange Offer and Market-Making Registration Statement

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 the BGC Group 3.750% Senior Notes accreted, and the carrying value of 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 “Market-Making Registration Statement” below.

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 March 31, 2025, there were $546.3 million of borrowings outstanding, net of deferred financing costs of $3.7 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 three months ended March 31, 2025 and 2024 was 6.17% and 7.19%, respectively. BGC Group recorded $4.0 million and $3.7 million, of interest expense related to the Revolving Credit Agreement for the three months ended March 31, 2025 and 2024, respectively.

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Senior Notes

The BGC Group Notes and BGC Partners Notes are recorded at amortized cost. The carrying amounts and estimated fair values of the BGC Group Notes and BGC Partners Notes were as follows (in thousands):


	March 31, 2025				December 31, 2024
	Carrying Amount		Fair Value		Carrying Amount		Fair Value


BGC Group 4.375% Senior Notes due December 15, 2025	287,645		286,948		287,462		285,556
BGC Partners 4.375% Senior Notes due December 15, 2025	11,830		11,797		11,824		11,740
BGC Group 8.000% Senior Notes due May 25, 2028	344,811		371,414		344,620		369,065
BGC Partners 8.000% Senior Notes due May 25, 2028	2,259		2,431		2,257		2,416
BGC Group 6.600% Senior Notes due June 10, 2029	495,796		513,637		495,546		513,366
Total	$	1,142,341	$	1,186,227	$	1,141,709	$	1,182,143

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

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 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 recorded interest expense related to the BGC Group 3.750% Senior Notes of $2.6 million for the three months ended March 31, 2024. 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 $0.4 million for the three months ended March 31, 2024.

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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 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.

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.

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 $287.6 million as of March 31, 2025. BGC Group recorded interest expense related to the BGC Group 4.375% Senior Notes of $3.3 million for both the three months ended March 31, 2025 and 2024.

The carrying value of the BGC Partners 4.375% Senior Notes was $11.8 million as of March 31, 2025. BGC Partners recorded interest expense related to the BGC Partners 4.375% Senior Notes of $0.1 million for both the three months ended March 31, 2025 and 2024.

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.

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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 $344.8 million as of March 31, 2025. BGC Group recorded interest expense related to the BGC Group 8.000% Senior Notes of $7.1 million for both the three months ended March 31, 2025 and 2024.

On August 21, 2024, the Company repurchased $0.5 million of outstanding aggregate principal amount, plus accrued interest, of BGC Partners 8.000% Senior Notes for $0.5 million. The carrying value of the BGC Partners 8.000% Senior Notes was $2.3 million as of March 31, 2025. BGC Partners recorded interest expense related to the BGC Partners 8.000% Senior Notes of nil and $0.1 million, respectively, for the three months ended March 31, 2025 and 2024.

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 $495.5 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.

The carrying value of the BGC Group 6.600% Senior Notes was $495.8 million as of March 31, 2025. BGC Group recorded interest expense related to the BGC Group 6.600% Senior Notes of $8.5 million for the three months ended March 31, 2025.

Short-Term Borrowings

On August 23, 2017, BGC Partners entered into a committed unsecured credit agreement with Itau Unibanco S.A. The agreement provided for an intra-day overdraft credit line up to $8.7 million (BRL 50.0 million). On August 20, 2021, the agreement was renegotiated, increasing the credit line to $10.4 million (BRL 60.0 million). On May 22, 2023 the agreement was renegotiated, increasing the credit line to $12.2 million (BRL 70.0 million). This agreement is renewable every 90 days and the next maturity date is May 9, 2025. The agreement bears a fee of 1.32% per year. As of both March 31, 2025 and December 31, 2024 there were no borrowings outstanding under this agreement. The bank fees related to the agreement were nil for each of the three months ended March 31, 2025 and 2024.

BGC Credit Agreement with Cantor

There were no borrowings by the Company under the BGC Credit Agreement as of March 31, 2025. The Company did not record any interest expense related to the BGC Credit Agreement during the three months ended March 31, 2025. 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. The Company recorded $1.1 million of interest expense related to the BGC Credit Agreement for the three months ended March 31, 2024. See Note 13—“Related Party Transactions” for additional information related to these transactions.

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Market-Making Registration Statement

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.

18. Compensation

The Compensation Committee may grant various equity-based awards, including RSUs, restricted stock, stock options, LPUs (prior to the Corporate Conversion) and shares of BGC Class A common stock. Upon vesting of RSUs, issuance of restricted stock, exercise of stock options and redemption/exchange of LPUs (prior to the Corporate Conversion), the Company generally issues new shares of BGC Class A common stock.

On November 22, 2021, at the annual meeting of stockholders, the stockholders approved amendments to the BGC Partners Equity Plan to increase from 400.0 million to 500.0 million the aggregate number of shares of BGC Class A common stock that may be delivered or cash-settled pursuant to awards granted during the life of the BGC Partners Equity Plan.

In connection with the Corporate Conversion on July 1, 2023, BGC Group assumed and adopted the BGC Partners Equity Plan, as amended and restated as the BGC Group Equity Plan. The BGC Group Equity Plan provides for a maximum of 600.0 million shares of BGC Class A common stock that may be delivered or cash settled pursuant to the exercise or settlement of awards granted under the plan. As of March 31, 2025, the limit on the aggregate number of shares authorized to be delivered allowed for the grant of future awards relating to 434.2 million shares.

The Company incurred compensation expense related to Class A common stock, LPUs (prior to the Corporate Conversion) and RSUs held by BGC employees as follows (in thousands):


	Three Months Ended March 31,
	2025		2024
Issuance of common stock and grants of exchangeability	$	26,641	$	33,832
Allocations of net income and dividend equivalents¹	551		1,294

RSU, RSU Tax Account, and restricted stock amortization	48,131		60,955
Equity-based compensation and allocations of net income to limited partnership units and FPUs	$	75,323	$	96,081

____________________________

1Prior to the Corporate Conversion, certain LPUs generally received quarterly allocations of net income, including the Preferred Distribution, and were generally contingent upon services being provided by the unit holders. Subsequent to the Corporate Conversion, this includes dividend equivalents on participating securities, the Preferred Return on certain RSU Tax Accounts, and quarterly allocations of net income, including the Preferred Distribution to LPUs held by BGC employees in Newmark Holdings.

Limited Partnership Units

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


									Newmark LPUs
Balance at December 31, 2024									2,936
Granted									—
Redeemed/exchanged units									(423)
Forfeited units									(22)
Balance at March 31, 2025									2,491

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The LPUs table above includes both regular and Preferred Units. Preferred Units are not entitled to participate in partnership distributions other than with respect to the Preferred Distribution (see Note 2—“Limited Partnership Interests in BGC Holdings and Newmark Holdings” for further information on Preferred Units). Subsequent to the Corporate Conversion, there are still BGC employees who hold limited partnership interests in Newmark Holdings. These limited partnership interests represent interests that were held prior to the Newmark IPO and were distributed in connection with the Separation. Following the Newmark IPO, employees of BGC and Newmark only received limited partnership interests in BGC Holdings (prior to the Corporate Conversion) and Newmark Holdings, respectively. As a result of the Spin-Off, as the previous limited partnership interests in BGC Holdings held by Newmark employees and the existing limited partnership interests in Newmark Holdings held by BGC employees were/are exchanged/redeemed, the related capital was contributed to and from Cantor, respectively. The compensation expenses under GAAP related to the limited partnership interests are based on the company where the partner is employed. Therefore, compensation expenses related to the limited partnership interests of both BGC Holdings (prior to the Corporate Conversion) and Newmark Holdings that are held by BGC employees are recognized by BGC. The BGC Holdings limited partnership interests held by Newmark employees could have been included in the BGC share count and the Newmark Holdings limited partnership interests held by BGC employees may be included in the Newmark share count, if applicable. There were no limited partnership interests in BGC Holdings remaining upon the completion of the Corporate Conversion, and therefore, there was no compensation expense related to limited partnership interest in BGC Holdings recognized by BGC subsequent to the Corporate Conversion.

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


									Newmark LPUs
Regular Units									1,651
Preferred Units									840
Balance at March 31, 2025									2,491

Issuance of Common Stock and Grants of Exchangeability

Compensation expense related to the issuance of BGC or Newmark Class A common stock and grants of exchangeability on BGC Holdings (prior to the Corporate Conversion) and Newmark Holdings LPUs held by BGC employees is as follows (in thousands):


	Three Months Ended March 31,
	2025		2024
Issuance of common stock and grants of exchangeability	$	26,641	$	33,832

Newmark LPUs held by BGC employees may become exchangeable or redeemed for a number of shares of Newmark Class A common stock equal to the number of limited partnership interests multiplied by the current Exchange Ratio. As of March 31, 2025, the Exchange Ratio was 0.9271.

A summary of the LPUs redeemed in connection with the issuance of Newmark Class A common stock (at the then-current Exchange Ratio) or granted exchangeability for Newmark Class A common stock (at the then-current Exchange Ratio) held by BGC employees is as follows (in thousands):


	Three Months Ended March 31,
	2025	2024

Newmark Holdings LPUs	99	61

As of March 31, 2025 and December 31, 2024, there were no BGC Holdings LPUs remaining as a result of the Corporate Conversion. As of March 31, 2025 and December 31, 2024, the number of Newmark Holdings LPUs exchangeable into shares of Newmark Class A common stock at the discretion of the unit holder held by BGC employees (at the then-current Exchange Ratio) was 0.1 million and 0.3 million, respectively.

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Subsequent to the Corporate Conversion, BGC may issue BGC Class A common stock and record compensation expense for the grant date fair value of the shares issued. For the three months ended March 31, 2025, BGC issued 1.8 million of net shares of BGC Class A common stock to BGC employees, and withheld shares of BGC Class A common stock valued at $8.5 million to pay taxes due at the time of issuance. For the three months ended March 31, 2024, BGC issued 2.3 million of net shares of BGC Class A common stock to BGC employees, and withheld shares of BGC Class A common stock valued at $11.0 million to pay taxes due at the time of issuance.

LPU Amortization

Compensation expense related to LPUs held by BGC employees with a post-termination pay-out amount, such as REUs, and/or a stated vesting schedule was recognized over the stated service period. These LPUs generally vested between two and five years from the date of grant. As of March 31, 2025, there were 0.1 million outstanding Newmark Holdings LPUs with a post-termination payout held by BGC employees, with a notional value of approximately $0.5 million and an aggregate estimated fair value of $0.2 million. As of December 31, 2024, there were 0.1 million outstanding Newmark Holdings LPUs with a post-termination payout held by BGC employees, with a notional value of approximately $0.5 million and an aggregate estimated fair value of $0.2 million.

Restricted Stock Units

Compensation expense related to RSUs held by BGC employees is as follows (in thousands):


	Three Months Ended March 31,
	2025		2024
RSU amortization	$	39,657	$	19,467

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


	RSUs	Weighted-Average Grant Date Fair Value		Fair Value Amount		Weighted-Average Remaining Contractual Term (Years)
Balance at December 31, 2024	72,498	$	5.24	$	379,974	4.58
Granted	3,580	8.67		31,055
Delivered	(7,211)	5.36		(38,683)
Forfeited	(85)	4.79		(411)
Balance at March 31, 2025	68,782	$	5.41	$	371,935	4.75

The fair value of RSUs held by BGC employees and directors is based on the market value of BGC Class A common stock on the grant date and adjusted as appropriate based upon the award’s ineligibility to receive dividends. As of March 31, 2025 and December 31, 2024, 22.3 million and 22.9 million RSUs of the total outstanding were eligible to receive dividends. The compensation expense is recognized ratably over the vesting period, taking into effect estimated forfeitures or accelerations of vestings. The Company uses historical data, including historical forfeitures and turnover rates, to estimate expected forfeiture rates for both employee and director RSUs. Each RSU is settled in one share of Class A common stock upon completion of the vesting period and conditions.

For the RSUs that vested during the three months ended March 31, 2025 and 2024, the Company withheld shares of BGC Class A common stock valued at $19.5 million and $11.8 million, respectively, to pay taxes due at the time of vesting. As of March 31, 2025 and 2024, there was approximately $226.6 million and $168.9 million, respectively, of total unrecognized compensation expense related to unvested RSUs held by BGC employees and directors that is expected to be recognized over a weighted-average period of 4.75 years and 5.68 years, respectively.

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In relation to the Corporate Conversion, the Company granted $49.2 million and $74.0 million of RSU Tax accounts as of June 30, 2023 and July 1, 2024, respectively. During the three months ended March 31, 2025 and 2024, $4.8 million and $3.5 million, respectively, of RSU Tax Accounts vested to pay taxes due at the time for certain related RSU vestings. As of March 31, 2025 and 2024, there were approximately $65.4 million and $86.0 million, respectively, of total unrecognized compensation expense related to unvested RSU Tax Accounts held by BGC employees that are expected to be recognized over a weighted-average period of 7.77 years and 8.61 years, respectively. The compensation expense related to the RSU Tax Accounts amortization held by BGC employees was $4.3 million and $6.0 million, for the three months ended March 31, 2025 and 2024, respectively.

On February 5, 2025, the Company accelerated the vesting of 1.3 million of Mr. Howard W. Lutnick’s RSUs granted under the BGC Group Equity Plan, which each represented a contingent right to receive one share of Class A Common Stock, and delivered, less 0.7 million shares withheld by the Company for taxes at $9.38 per share, 0.6 million net shares. The acceleration of the vesting of the RSUs and the withholding of shares for taxes was approved by the Compensation Committee of the Company, and the related party transaction resulted in a $9.0 million compensation expense for the three months ended March 31, 2025.

Acquisitions

In connection with certain of its acquisitions, the Company has granted certain contingent share obligations and RSUs, and other deferred compensation awards. The aggregate estimated fair value of acquisition-related contingent share obligations and RSUs was $14.1 million and $14.7 million as of March 31, 2025 and December 31, 2024, respectively. As of March 31, 2025 and December 31, 2024, the aggregate estimated fair value of the deferred compensation awards was nil and $0.6 million, respectively. The liability for such acquisition-related contingent share obligations and RSUs is included in “Accounts payable, accrued and other liabilities” on the Company’s unaudited Condensed Consolidated Statements of Financial Condition.

Restricted Stock

BGC employees hold shares of BGC and Newmark restricted stock. Such restricted shares are generally salable by employees in five to ten years. Transferability of the restricted shares of stock issued prior to the Corporate Conversion is not subject to continued employment or service with the Company or any affiliate or subsidiary of the Company; however, transferability is subject to compliance with BGC and its affiliates’ customary noncompete obligations. During the three months ended March 31, 2025 and 2024, nil and 0.2 million BGC or Newmark restricted shares held by BGC employees were forfeited in connection with this provision.

During both the three months ended March 31, 2025 and 2024, the Company released the restrictions with respect to nil of such BGC shares held by BGC employees, respectively. As of both March 31, 2025 and December 31, 2024, there were nil of such restricted BGC shares held by BGC employees outstanding. During both the three months ended March 31, 2025 and 2024, Newmark did not release restrictions on any restricted Newmark shares held by BGC employees. As of both March 31, 2025 and December 31, 2024, there were nil restricted Newmark shares held by BGC employees outstanding.

In addition, as a result of the Corporate Conversion, on July 1, 2023, the Company granted 38.6 million restricted stock awards, which are subject to continued employment or service with the Company or any affiliate or subsidiary of the Company.

The fair value of these restricted stock awards held by BGC employees is based on the market value of BGC Class A common stock on the grant date and adjusted as appropriate based upon the award’s ineligibility to receive dividends. As of March 31, 2025, 0.6 million of the total 4.1 million restricted stock awards outstanding were eligible to receive dividends. The compensation expense is recognized ratably over the vesting period, taking into effect estimated forfeitures or accelerations of vestings. The Company uses historical data, including historical forfeitures and turnover rates, to estimate expected forfeiture rates for employee restricted stock awards. Each restricted stock award is settled in one share of Class A common stock upon completion of the vesting period and conditions. The compensation expense related to the restricted stock amortization on these awards held by BGC employees was $4.2 million for the three months ended March 31, 2025. The compensation expense related to the restricted stock amortization on these awards held by BGC employees was $35.5 million for the three months ended March 31, 2024. The compensation expense related to restricted stock includes the acceleration of approximately 4.3 million restricted stock awards of a former BGC executive officer, which resulted in a $25.4 million compensation expense for the three months ended March 31, 2024.

For the restricted stock awards that vested during the three months ended March 31, 2025, the Company withheld 0.7 million shares of BGC Class A common stock to pay taxes due at the time of vesting. As of March 31, 2025, there was approximately $2.5 million of total unrecognized compensation expense related to unvested restricted stock awards held by BGC employees that is expected to be recognized over a weighted-average period of 0.73 years.

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


	Restricted Stock	Weighted-Average Grant Date Fair Value		Fair Value Amount		Weighted-Average Remaining Contractual Term (Years)
Balance at December 31, 2024	7,304	$	4.81	$	35,119	0.59
Granted	—	—		—
Delivered	(2,973)	3.88		(11,524)
Forfeited	(248)	4.92		(1,219)
Balance at March 31, 2025	4,083	$	5.48	$	22,376	0.73

19. Commitments, Contingencies and Guarantees

Contingencies

In the ordinary course of business, various legal actions are brought and are pending against the Company and its subsidiaries in the U.S. and internationally. In some of these actions, substantial amounts are claimed. The Company is also involved, from time to time, in reviews, examinations, investigations and proceedings by governmental and self-regulatory agencies (both formal and informal) regarding the Company’s businesses, operations, reporting or other matters, which may result in regulatory, civil and criminal judgments, settlements, fines, penalties, injunctions, enhanced oversight, remediation, or other relief. The following generally does not include matters that the Company has pending against other parties which, if successful, would result in awards in favor of the Company or its subsidiaries.

Employment, Competitor-Related and Other Litigation

From time to time, the Company and its subsidiaries are involved in litigation, claims and arbitrations in the U.S. and internationally, relating to, inter alia, various employment matters, including with respect to termination of employment, hiring of employees currently or previously employed by competitors, terms and conditions of employment and other matters. In light of the competitive nature of the brokerage industry, litigation, claims and arbitration between competitors regarding employee hiring are not uncommon. The Company is also involved, from time to time, in other reviews, investigations and proceedings by governmental and self-regulatory agencies (both formal and informal) regarding the Company’s businesses. Any such actions may result in regulatory, civil or criminal judgments, settlements, fines, penalties, injunctions, enhanced oversight, remediation, or other relief.

Legal reserves are established in accordance with U.S. GAAP guidance on Accounting for Contingencies, when a material legal liability is both probable and reasonably estimable. Once established, reserves are adjusted when there is more information available or when an event occurs requiring a change. The outcome of such items cannot be determined with certainty. The Company is unable to estimate a possible loss or range of loss in connection with specific matters beyond its current accruals and any other amounts disclosed. Management believes that, based on currently available information, the final outcome of these current pending matters will not have a material adverse effect on the Company’s financial condition, results of operations, or cash flows.

Letter of Credit Agreements

The Company has irrevocable uncollateralized letters of credit with various banks, where the beneficiaries are clearing organizations through which it transacts, that are used in lieu of margin and deposits with those clearing organizations. As of March 31, 2025 and December 31, 2024 the Company was contingently liable for $1.4 million and $1.3 million, respectively, under these letters of credit.

Risk and Uncertainties

The Company generates revenues by providing financial intermediary and brokerage activities to institutional customers and by executing and, in some cases, clearing transactions for institutional counterparties. Revenues for these services are transaction-based. As a result, revenues could vary based on the transaction volume of global financial markets. Additionally, financing is sensitive to interest rate fluctuations, which could have an impact on the Company’s overall profitability.

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Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the FDIC maximum coverage limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s Consolidated Financial Statements. For the three months ended March 31, 2025 and 2024, the Company did not incur losses on any FDIC insured cash accounts.

During the three months ended March 31, 2025 and 2024, the Company reserved nil and $2.0 million, respectively, in connection with potential losses associated with Russia’s Invasion of Ukraine, which is included in “Other expenses” in the Company’s unaudited Condensed Consolidated Statements of Operations, and which was recorded as part of the CECL reserve (see Note 25—“Current Expected Credit Losses (CECL)” for additional information).

Insurance

The Company is self-insured for health care claims, up to a stop-loss amount for eligible participating employees and qualified dependents in the U.S., subject to deductibles and limitations. The Company’s liability for claims incurred but not reported is determined based on an estimate of the ultimate aggregate liability for claims incurred. The estimate is calculated from actual claim rates and adjusted periodically as necessary. The Company has accrued $3.9 million and $2.8 million in health care claims as of March 31, 2025 and December 31, 2024, respectively. The Company does not expect health care claims to have a material impact on its financial condition, results of operations, or cash flows.

Guarantees

The Company provides guarantees to securities clearinghouses and exchanges which meet the definition of a guarantee under FASB interpretations. Under these standard securities clearinghouse and exchange membership agreements, members are required to guarantee, collectively, the performance of other members and, accordingly, if another member becomes unable to satisfy its obligations to the clearinghouse or exchange, all other members would be required to meet the shortfall. In the opinion of management, the Company’s liability under these agreements is not quantifiable and could exceed the cash and securities it has posted as collateral. However, the potential of being required to make payments under these arrangements is remote. Accordingly, no contingent liability has been recorded in the Company’s unaudited Condensed Consolidated Statements of Financial Condition for these agreements.

20. Income Taxes

The Company’s unaudited Condensed Consolidated Financial Statements include U.S. federal, state and local income taxes on the Company’s allocable share of the U.S. results of operations, as well as taxes payable to jurisdictions outside the U.S. In addition, certain of the Company’s entities are taxed as U.S. partnerships and are primarily subject to the UBT in New York City. Therefore, the tax liability or benefit related to the partnership income or loss, except for UBT, rests with the partners rather than the partnership entity (see Note 2—“Limited Partnership Interests in BGC Holdings and Newmark Holdings” for discussion of partnership interests).

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the unaudited condensed consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recorded against deferred tax assets if it is deemed more likely than not that those assets will not be realized.

Pursuant to U.S. GAAP guidance, Accounting for Uncertainty in Income Taxes, the Company provides for uncertain tax positions as a component of income tax expense based upon management’s assessment of whether a tax benefit is more likely than not to be sustained upon examination by tax authorities. The Company recognizes interest and penalties related to unrecognized tax benefits in “Provision (benefit) for income taxes” in the Company’s unaudited Condensed Consolidated Statements of Operations.

21. Regulatory Requirements

Many of the Company’s businesses are subject to regulatory restrictions and minimum capital requirements. These regulatory restrictions and capital requirements may restrict the Company’s ability to withdraw capital from its subsidiaries.

Certain U.S. subsidiaries of the Company are registered as U.S. broker-dealers or FCMs subject to Rule 15c3-1 of the SEC and Rule 1.17 of the CFTC, which specify uniform minimum net capital requirements, as defined, for their registrants, and also require a significant part of the registrants’ assets be kept in relatively liquid form. As of March 31, 2025, the Company’s U.S. subsidiaries had net capital in excess of their minimum capital requirements.

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Certain U.K. and European subsidiaries of the Company are regulated by their national regulators, which include the FCA and L’Autorité des Marchés Financiers and must maintain financial resources (as defined by their national regulators) in excess of the total financial requirement (as defined by their national regulators). As of March 31, 2025, the U.K. and European subsidiaries had financial resources in excess of their requirements.

Certain other subsidiaries of the Company are subject to regulatory and other requirements of the jurisdictions in which they operate.

Certain BGC subsidiaries also operate as DCMs and DCOs which are required to maintain financial resources to cover operating costs for at least one year, keeping at least enough cash or highly liquid securities to cover six months’ operating costs. In addition, BGC subsidiaries operate as SEFs which are required to maintain financial resources to cover operating costs for at least one year, keeping at least enough cash or highly liquid securities to cover the greater of three months of projected operating costs, or the projected costs needed to wind down the swap execution facility’s operations.

The regulatory requirements referred to above may restrict the Company’s ability to withdraw capital from its regulated subsidiaries. As of March 31, 2025, the Company’s regulated subsidiaries held $763.7 million of net capital. These subsidiaries had aggregate regulatory net capital, as defined, in excess of the aggregate regulatory requirements, as defined, of $437.3 million.

22. Segment and Geographic Information

Segment Information

The Company currently operates in one reportable segment, brokerage services, which is managed on a consolidated basis. The Company provides brokerage services to the financial markets, through integrated Voice, Hybrid and Fully Electronic brokerage in a broad range of products, including fixed income (Rates and Credit), FX, Equities, ECS, and Futures and Options. BGC also delivers a wide range of services, including trade execution, brokerage, clearing, post-trade, information, consulting, and other back-office services to a broad range of financial and non-financial institutions.

As of March 31, 2025, the Company has identified its Co-Chief Executive Officers as the Chief Operating Decision Makers (collectively, “CODM”). Consolidated net income (loss) is the measure of segment profit (loss) most consistent with U.S. GAAP that is regularly reviewed by the CODM. The Company’s business is based on the products and services provided and reflects the manner in which financial information is evaluated by the CODM.

Significant expense categories included in Consolidated net income (loss) that are regularly provided to the CODM include Compensation and employee benefits expense and Equity-based compensation and allocations of net income to limited partnership units and FPUs expense. Refer to the Company’s unaudited Condensed Consolidated Statements of Operations for additional information.

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Information regarding revenues from external customers, other revenues, significant segment expenses, other segment items and Consolidated net income (loss) is as follows:


	Three Months Ended March 31,
	2025		2024
Revenues
Rates	$	200,945	$	175,085
ECS	149,937		118,464
FX	110,035		84,023
Credit	86,936		87,592
Equities	62,936		62,857
Total brokerage revenues	610,789		528,021
Fees from related parties	4,422		4,421
Data, software, and post-trade	32,500		30,903
Interest and dividend income1	11,629		9,764
Other revenues	4,900		5,505
Total other revenues	53,451		50,593
Total revenues	$	664,240	$	578,614

Expenses
Compensation and employee benefits	341,648		290,842
Equity-based compensation and allocations of net income to limited partnership units and FPUs	75,323		96,081
Total compensation and employee benefits	416,971		386,923
Other segment items2	193,840		142,650
Consolidated net income (loss)	$	53,429	$	49,041

_______________________________________

1 For the three months ended March 31, 2025 and 2024, Interest income was $11.6 million and $9.8 million, respectively.

2 Other segment items include Occupancy and equipment expense, Fees to related parties expense, Professional and consulting fees expense, Communications expense, Selling and promotion expense, Commissions and floor brokerage expense, Interest expense, Other expenses, Gains (losses) on divestitures and sales of investments, Gains (losses) on equity method investments, Other income (loss), and Provision (benefit) for income taxes, each of which are presented on the Company’s unaudited Condensed Consolidated Statements of Operations. Also included in Other segment items is Fixed asset depreciation and intangible asset amortization. For the three months ended March 31, 2025 and 2024, Fixed asset depreciation and intangible asset amortization was $21.9 million and $20.6 million, respectively.

Refer to the Company’s unaudited Condensed Consolidated Statements of Financial Condition for the segment’s total assets. Refer to Note 14—“Investments” for the Company’s investment in equity method investees. Total expenditures for additions to long-lived assets are reported on the Company’s unaudited Condensed Consolidated Statements of Cash Flows.

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Geographic Information

The Company offers products and services in EMEA, the Americas and APAC. Revenues and long-lived assets are attributed to geographic areas based on the location of the particular subsidiary. Information regarding revenues is as follows (in thousands):


	Three Months Ended March 31,
	2025		2024
Revenues:
EMEA1	$	341,961	$	304,740
Americas2	246,639		200,029
APAC	75,640		73,845
Total revenues	$	664,240	$	578,614

____________________________

1For the three months ended March 31, 2025 and 2024, the U.K. accounted for 10% or more of total revenues. U.K. revenues for the three months ended March 31, 2025 and 2024 were $228.2 million and $209.6 million, respectively.

2For the three months ended March 31, 2025 and 2024, the U.S. accounted for 10% or more of total revenues. U.S. revenues for the three months ended March 31, 2025 and 2024 were $229.5 million and $182.1 million, respectively.

Information regarding long-lived assets (defined as: loans, forgivable loans and other receivables from employees and partners, net; fixed assets, net; ROU assets; certain other investments; rent and other deposits; excluding goodwill and other intangible assets, net) in the applicable geographic area is as follows (in thousands):


	March 31, 2025		December 31, 2024
Long-lived assets:
EMEA1	$	357,503	$	346,198
Americas2	274,817		261,297
APAC	84,219		81,276
Total long-lived assets	$	716,539	$	688,771

____________________________

1As of March 31, 2025 and December 31, 2024, the U.K. accounted for 10% or more of total long-lived assets. U.K. long-lived assets as of March 31, 2025 and December 31, 2024 were $252.2 million and $251.9 million, respectively.

2As of March 31, 2025 and December 31, 2024, the U.S. accounted for 10% or more of total long-lived assets. U.S. long-lived assets as of March 31, 2025 and December 31, 2024 were $268.8 million and $255.5 million, respectively.

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23. Revenues from Contracts with Customers

The following table presents the Company’s total revenues separated between revenues from contracts with customers and other sources of revenues (in thousands):


	Three Months Ended March 31,
	2025		2024
Revenues from contracts with customers:
Commissions	$	494,711	$	415,172
Data, network and post-trade	32,500		30,903
Fees from related parties	4,422		4,421
Other revenues	2,939		3,117
Total revenues from contracts with customers	534,572		453,613
Other sources of revenues:
Principal transactions	116,078		112,849
Interest and dividend income	11,629		9,764
Other revenues	1,961		2,388
Total revenues	$	664,240	$	578,614

See Note 3—“Summary of Significant Accounting Policies” in our consolidated financial statements included in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2024 for detailed information on the recognition of the Company’s revenues from contracts with customers.

Disaggregation of Revenue

See Note 22—“Segment and Geographic Information,” for a further discussion on the allocation of revenues to geographic regions.

Contract Balances

The timing of the Company’s revenue recognition may differ from the timing of payment by its customers. The Company records a receivable when revenue is recognized prior to payment and the Company has an unconditional right to payment. Alternatively, when payment precedes the provision of the related services, the Company records deferred revenue until the performance obligations are satisfied.

The Company had receivables related to revenues from contracts with customers of $401.5 million and $324.2 million at March 31, 2025 and December 31, 2024, respectively. The Company had no impairments related to these receivables during the three months ended March 31, 2025 and 2024.

The Company’s deferred revenue primarily relates to customers paying in advance or billed in advance where the performance obligation has not yet been satisfied. Deferred revenue at March 31, 2025 and December 31, 2024 was $17.3 million and $20.0 million, respectively.

During the three months ended March 31, 2025 and 2024, the Company recognized revenue of $11.0 million and $9.8 million, respectively, that was recorded as deferred revenue at the beginning of the period.

Contract Costs

The Company capitalizes costs to fulfill contracts associated with different lines of its business where the revenue is recognized at a point in time and the costs are determined to be recoverable. Capitalized costs to fulfill a contract are recognized at the point in time that the related revenue is recognized.

The Company did not have any capitalized costs to fulfill a contract as of March 31, 2025 or December 31, 2024.

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24. Leases

The Company, acting as a lessee, has operating leases and finance leases primarily relating to office space, data centers and office equipment. The leases have remaining lease terms of 0.1 years to 14.4 years, some of which include options to extend the leases in 0.1 to 10 year increments for up to 15 years. Renewal periods are included in the lease term only when renewal is reasonably certain, which is a high threshold and requires management to apply judgment to determine the appropriate lease term. Certain leases also include periods covered by an option to terminate the lease if the Company is reasonably certain not to exercise the termination option. The Company measures its lease payments by including fixed rental payments and, where relevant, variable rental payments tied to an index, such as the Consumer Price Index. Payments for leases in place before the date of adoption of ASC 842, Leases, were determined based on previous lease guidance. The Company recognizes lease expense for its operating leases on a straight-line basis over the lease term and variable lease expense not included in the lease payment measurement is recognized as incurred. Interest expense on finance leases is recognized using the effective interest method over the lease term.

Pursuant to the accounting policy election, leases with an initial term of twelve months or less are not recognized on the balance sheet. The short-term lease expense over the period reasonably reflects the Company’s short-term lease commitments.

ASC 842 requires the Company to make certain assumptions and judgments in applying the guidance, including determining whether an arrangement includes a lease, determining the term of a lease when the contract has renewal or cancellation provisions, and determining the discount rate.

The Company determines whether an arrangement is a lease or includes a lease at the contract inception by evaluating whether the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. If the Company has the right to obtain substantially all of the economic benefits from, and can direct the use of, the identified asset for a period of time, the Company accounts for the identified asset as a lease. The Company has elected the practical expedient to not separate lease and non-lease components for all leases other than real estate leases. The primary non-lease component that is combined with a lease component represents operating expenses, such as utilities, maintenance or management fees.

As the rate implicit in the lease is not usually available, the Company used an incremental borrowing rate based on the information available at the adoption of ASC 842 in determining the present value of lease payments for existing leases. The Company has elected to use a portfolio approach for the incremental borrowing rate, applying corporate bond rates to the leases. The Company calculated the appropriate rates with reference to the lease term and lease currency. The Company uses information available at the lease commencement date to determine the incremental borrowing rate for any new leases.

The Company subleases certain real estate to its affiliates and to third parties. The value of these commitments is not material to the Company’s unaudited Condensed Consolidated Financial Statements.

As of March 31, 2025, the Company did not have any leases that have not yet commenced but that create significant rights and obligations.

Supplemental information related to the Company’s operating and financing leases is as follows (in thousands):


	Classification in Unaudited Condensed Consolidated Statements of Financial Condition	March 31, 2025		December 31, 2024
Assets
Operating lease ROU assets	Other assets	$	107,206	$	114,456
Finance lease ROU assets	Fixed assets, net	$	2,632	$	2,959
Liabilities
Operating lease liabilities	Accounts payable, accrued and other liabilities	$	126,102	$	135,825
Finance lease liabilities	Accounts payable, accrued and other liabilities	$	3,032	$	3,249

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	March 31, 2025		December 31, 2024
Weighted-average remaining lease term
Operating leases (years)	6.6		6.8
Finance leases (years)	2.2		2.4
Weighted-average discount rate
Operating leases	5.5	%	5.5	%
Finance leases	4.4	%	4.4	%

The components of lease expense are as follows (in thousands):


	Classification in Unaudited Condensed Consolidated Statements of Operations	Three Months Ended March 31,
		2025		2024
Operating lease cost1	Occupancy and equipment	$	8,218	$	8,445
Finance lease cost
Amortization on ROU assets	Occupancy and equipment	$	326	$	326
Interest on lease liabilities	Interest expense	$	34	$	47

__________________________

1Short-term lease expense was not material for the three months ended March 31, 2025 and 2024.

The following table shows the Company’s maturity analysis of its lease liabilities as of March 31, 2025 (in thousands):


	March 31, 2025
	Operating leases		Finance leases
2025 (excluding the three months ended March 31, 2025)	$	22,019	$	1,269
2026	25,977		1,290
2027	21,267		627
2028	14,994		—
2029	10,963		—
Thereafter	66,925		—
Total	$	162,145	$	3,186
Interest	(36,043)		(154)
Total	$	126,102	$	3,032

The following table shows cash flow information related to lease liabilities (in thousands):


	Three Months Ended March 31,
Cash paid for amounts included in the measurement of lease liabilities	2025		2024
Operating cash flows from operating lease liabilities	$	11,060	$	9,363
Operating cash flows from finance lease liabilities	$	34	$	47
Financing cash flows from finance lease liabilities	$	328	$	211

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25. Current Expected Credit Losses (CECL)

The allowance for credit losses reflects management’s current estimate of potential credit losses related to the receivable balances included in the Company’s unaudited Condensed Consolidated Statements of Financial Condition. See Note 3—“Summary of Significant Accounting Policies” for further discussion of the CECL reserve methodology.

As required, any subsequent changes to the allowance for credit losses are recognized in “Other expenses” in the Company’s unaudited Condensed Consolidated Statements of Operations. During the three months ended March 31, 2025 and 2024, the Company recorded changes in the allowance for credit losses as follows (in millions):


	Accrued commissions and other receivables, net		Loans, forgivable loans and other receivables from employees and partners, net		Receivables from broker-dealers, clearing organizations, customers and related broker-dealers		Total
Beginning balance, January 1, 2025	$	6.2	$	—	$	21.0	$	27.2
Current-period provision for expected credit losses	—		—		1.1		1.1
Ending balance, March 31, 2025	$	6.2	$	—	$	22.1	$	28.3


	Accrued commissions and other receivables, net		Loans, forgivable loans and other receivables from employees and partners, net		Receivables from broker-dealers, clearing organizations, customers and related broker-dealers		Total
Beginning balance, January 1, 2024	$	5.0	$	2.3	$	18.9	$	26.2
Current-period provision for expected credit losses	0.9		—		0.6		1.5
Ending balance, March 31, 2024	$	5.9	$	2.3	$	19.5	$	27.7

For the three months ended March 31, 2025, there was no change in the allowance for credit losses against “Accrued commissions and other receivables, net.” For the three months ended March 31, 2024, there was an increase of $0.9 million in the allowance for credit losses against “Accrued commissions and other receivables, net” due to the updated macroeconomic assumptions.

For the three months ended March 31, 2025 and 2024, there was no change in the allowance for credit losses pertaining to “Loans, forgivable loans and other receivables from employees and partners, net.”

For the three months ended March 31, 2025, there was an increase of $1.1 million in the allowance for credit losses against “Receivables from broker-dealers, clearing organizations, customers and related broker-dealers” which is primarily due to foreign currency remeasurement, bringing the allowance for credit losses recorded pertaining to “Receivables from broker-dealers, clearing organizations, customers and related broker-dealers” to $22.1 million as of March 31, 2025. For the three months ended March 31, 2024, there was an increase of $0.6 million in the allowance for credit losses against “Receivables from broker-dealers, clearing organizations, customers and related broker-dealers” which reflected the downward credit rating migration of certain unsettled trades related to Russia’s Invasion of Ukraine.

26. Subsequent Events

First Quarter 2025 Dividend

On May 6, 2025, the Company’s Board of Directors declared a quarterly cash dividend of $0.02 per share for the first quarter of 2025, payable on June 10, 2025 to BGC Class A and Class B common stockholders of record as of May 27, 2025.

Unsecured senior revolving credit agreement

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

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6.150% Senior Notes

On April 2, 2025, BGC Group issued an aggregate of $700.0 million principal amount of BGC Group 6.150% Senior Notes. The notes are general senior unsecured obligations of the Company. The notes will pay interest semi-annually at a rate of 6.150% per annum, on each April 2 and October 2, commencing October 2, 2025. The BGC Group 6.150% Senior Notes will mature on April 2, 2030. The initial carrying value of the BGC Group 6.150% Senior Notes was $692.8 million, net of discount and debt issuance costs of $7.2 million. $0.4 million of underwriting fees were payable to CF&Co. The issuance costs will be 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.

Acquisitions

On April 1, 2025, the Company closed its previously announced acquisition of OTC Global, an energy and commodities brokerage firm. The Company believes OTC Global’s product suite and client base are complementary to BGC’s existing ECS business and believes this acquisition will create a comprehensive platform to serve the global energy and commodities market. The Company acquired 100% of the equity in OTC Global and its subsidiaries for total consideration of $325.0 million, which included $322.5 million in cash and $2.5 million of restricted shares of BGC Class A common stock. The Company accounts for the OTC Global acquisition as a business combination under the acquisition method of accounting and records the assets acquired and liabilities assumed at their fair values as of the acquisition date. The Company has not yet completed the purchase accounting due to the timing of the acquisition, and it continues to evaluate the estimated fair values of the assets acquired and the liabilities assumed. Accordingly, the fair value of the assets and liabilities acquired, including goodwill and other intangible assets, is not yet available.

BGC Credit Agreement with Cantor

On April 4, 2025, Cantor borrowed $120.0 million from the Company under the BGC Credit Agreement. The borrowing rate as of April 4, 2025 was 6.17%. Cantor partially repaid the Company $15.0 million on April 14, 2025. As of May 9, 2025, Cantor had $105.0 million of borrowings outstanding from the Company under the BGC Credit Agreement. As of May 9, 2025, the interest rate on this facility was 6.18%.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of our financial condition and results of operations should be read together with our unaudited Condensed Consolidated Financial Statements and notes to those statements, as well as the cautionary statements relating to forward-looking statements included in this report.

The objective of this Management’s Discussion and Analysis is to allow investors to view the Company from management’s perspective, considering items that have had and could have a material impact on future operations. This discussion summarizes the significant factors affecting our results of operations and financial condition as of and during the three months ended March 31, 2025 and 2024. This discussion is provided to increase the understanding of, and should be read in conjunction with, our unaudited Condensed Consolidated Financial Statements and the notes thereto included elsewhere in this report.

OVERVIEW AND BUSINESS ENVIRONMENT

We are a leading global marketplace, data, and financial technology company that specializes in the trade execution of a broad range of products, including fixed income securities such as government bonds, corporate bonds, and other debt instruments, as well as related interest rate derivatives and credit derivatives. Additionally, we provide brokerage services across foreign exchange, energy, commodities, shipping, equities, and futures and options. Our business also provides network and connectivity solutions, market data and related information services, and post-trade services.

Our integrated platform is designed to provide flexibility to customers with regard to price discovery, trade execution and transaction processing, as well as accessing liquidity through our platforms, for transactions executed either OTC or through an exchange. Through our electronic brands, we offer multiple trade execution, market infrastructure and connectivity services, as well as post-trade services.

Our clients include many of the world’s largest banks, broker-dealers, trading firms, hedge funds, governments, corporations, investment firms, commodity trading firms and end users, such as producers and consumers. BGC is a global operation with offices across all major geographies, including New York and London, as well as in Beijing, Bogota, Brisbane, Cape Town, Chicago, Copenhagen, Dubai, Dublin, Frankfurt, Geneva, Hong Kong, Houston, Johannesburg, Madrid, Manila, Melbourne, Mexico City, Miami, Milan, Monaco, Nyon, Palm Beach, Paris, Perth, Rio de Janeiro, Santiago, São Paulo, Seoul, Shanghai, Singapore, Sydney, Tel Aviv, Tokyo, Toronto, Wellington and Zurich.

As of March 31, 2025, we had 2,165 brokers, salespeople, managers, and other front-office personnel across our businesses.

Corporate Conversion

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same time, Merger Sub 2 merged with and into Holdings Merger Sub, with Holdings Merger Sub continuing as a subsidiary of BGC Group. As a result of the Corporate Conversion Mergers, BGC Partners and BGC Holdings became wholly owned subsidiaries of BGC Group.

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

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

Recent Board of Directors and Executive Officers Changes

FMX

FMX includes the world’s fastest growing cash U.S. Treasuries marketplace, FMX UST, and its spot foreign exchange platform, FMX FX, along with its newly launched U.S. interest rate futures exchange. FMX is challenging the CME’s leading position in U.S. interest rate futures, cash U.S. Treasuries and spot foreign exchange.

The FMX Equity Partners contributed $171.7 million between April 23, 2024 and April 24, 2024 into FMX in exchange for a 25.75% ownership interest at a post-money equity valuation of $666.7 million. The FMX Equity Partners received an additional 10.3% of equity ownership subject to driving trading volumes and meeting certain volume targets across the FMX ecosystem.

On September 23, 2024 FMX Futures Exchange launched the trading of SOFR futures, the largest notional futures contract in the world. FMX Futures Exchange launched with five FCMs, Goldman Sachs, J.P. Morgan, Marex, RBC, and Wells Fargo.

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Fenics

For the purposes of this document and subsequent SEC filings, all of our higher margin, technology-driven businesses are referred to as Fenics. We categorize our Fenics businesses as Fenics Markets and Fenics Growth Platforms. Fenics Markets includes the Fully Electronic portion of BGC’s brokerage businesses, data, network and post-trade revenues that are unrelated to Fenics Growth Platforms, as well as Fenics Integrated revenues. Fenics Growth Platforms includes FMX UST, FMX FX, FMX Futures Exchange, Lucera, PortfolioMatch, Fenics GO, and other newer standalone platforms. Revenues generated from data, network and post-trade attributable to Fenics Growth Platforms are included within their related businesses.

Historically, technology-based product growth has led to higher margins and greater profits over time for exchanges and wholesale financial intermediaries alike, even if overall Company revenues remain consistent. This is largely because automated and electronic trading efficiency allows the same number of employees to manage a greater volume of trades as the marginal cost of incremental trading activity falls. Over time, the conversion of exchange-traded and OTC markets to Fully Electronic trading has also typically led to an increase in volumes which offset lower commissions, and often lead to similar or higher overall revenues. We have been a pioneer in creating and encouraging Hybrid and Fully Electronic execution, and we continually work with our customers to expand such trading across more asset classes and geographies.

Over the past decade, electronic markets for OTC products have grown as a percentage of overall industry volumes as firms like ours have invested in the kinds of technology favored by our customers. Regulation across banking, capital markets, and OTC derivatives has accelerated the adoption of Fully Electronic execution, and we expect this demand to continue. We also believe that new clients, beyond our large bank customer base, will primarily transact electronically across our Fenics platforms.

The combination of wider adoption of Hybrid and Fully Electronic execution and our competitive advantage in terms of technology and experience has contributed to our strong growth in electronically traded products. We continue to invest in our high-growth, high-margin, technology-driven businesses, including our standalone Fully Electronic Fenics Growth Platforms. Fenics has exhibited strong growth over the past several years, and we believe that this growth has outpaced the wholesale brokerage industry. We expect this trend to continue as we continue to convert more of our Voice/Hybrid execution into higher-margin, technology-driven execution and continue to grow our Fenics Growth Platforms.

We expect to benefit from the trend towards electronic trading, increased demand for market data, and the need for increased connectivity, automation, and post-trade services. We continue to onboard new customers as the opportunities created by electronic and algorithmic trading continue to transform our industry. We continue to roll out our next-generation Fenics execution platforms across more products and geographies with the goal of seamlessly integrating the liquidity of voice transactions with customer electronic orders either by a GUI, API, or web-based interface.

Revenues in our Fenics businesses increased 15.6%, to $172.7 million in the first quarter of 2025, as compared to the prior year period.

Within our Fenics businesses, Fenics Markets revenue grew 14.2%, to $145.5 million, in the first quarter of 2025 as compared to the prior year period. Fenics Markets growth was primarily driven by electronic volumes across Rates and Foreign Exchange.

Fenics Growth Platforms revenue grew 23.7%, to $27.1 million, in the first quarter of 2025, as compared to the prior year period, primarily driven by FMX, PortfolioMatch, and Lucera, partially offset by the sale of Capitalab. Excluding Capitalab, Fenics Growth Platforms revenues grew by approximately 30% year-over-year. Collectively, our newer Fenics Growth Platform offerings are not yet fully up to scale, but continue to grow at a leading rate. Over time, the Company expects these new products and services to become profitable, high-margin businesses as their scale and revenues increase, all else equal.

The Company continues to invest in our Fenics Growth Platforms, and notable highlights for the first quarter of 2025 compared to the prior year period include:

•FMX UST generated ADV exceeding $60 billion in the first quarter, a 33% increase compared to the prior year period. This growth was driven by strong support from FMX’s Equity Partners, which drove market share to approximately 33% for the first quarter, up from 30% last quarter and 28% a year ago. Notably, FMX daily volume exceeded $100 billion for the first time on February 28th, 2025.

•FMX FX more than doubled its ADV to $14.5 billion in the first quarter, driven by deepening support from FMX’s Equity Partners, as well as onboarding new participants onto the platform.

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•FMX Futures Exchange continued to make progress connecting new, large FCMs, while preparing for the launch of U.S. Treasury futures, which following the extreme volatility in April, is scheduled for May 2025. As FMX continues to integrate more FCMs, ADV and open interest on the Exchange are expected to meaningfully accelerate.

•PortfolioMatch ADV doubled due to strong growth across both U.S. and European credit volumes. PortfolioMatch continues to capture market share in this rapidly growing segment of the credit market.

•Lucera, Fenics’ network business providing critical real-time trading infrastructure to the capital markets, increased its revenue by more than 15% and grew its client pipeline for sustained future growth. Lucera plans to launch new Foreign Exchange and Rates products throughout 2025, which are expected to drive new growth opportunities.

Data, network and post-trade revenues increased by 5.2% to $32.5 million. This growth was primarily driven by Fenics Market Data and Lucera, partially offset by lower post-trade revenues due to the sale of BGC’s Capitalab business in the fourth quarter of 2024. Excluding Capitalab, revenues grew by circa 10% year-over-year.

Fenics brokerage revenues increased by 18.3% to $140.1 million in the first quarter of 2025 over the prior year period.

Fenics’ revenue growth was led by Fenics Rates. Fenics represented 26.0% of BGC’s overall revenue in the first quarter of 2025 compared to 25.8% in the first quarter of 2024.

Acquisitions

On April 1, 2025, the Company completed its acquisition of OTC Global. The Company acquired 100% of the equity in OTC Global and its subsidiaries for total consideration of $325.0 million, which included $322.5 million in cash and $2.5 million of restricted shares of BGC Class A common stock. OTC generated revenues of over $400 million for the year ended December 31, 2024, representing an acquisition multiple of approximately 0.75 times revenue. With the integration of OTC’s complementary product suite, we expect that ECS will become BGC’s largest asset class. This positions us as the world’s largest ECS broker by revenue as of the date of acquisition, making BGC a more comprehensive and diversified company.

On October 1, 2024, the Company completed the acquisition of Sage, an energy and environmental brokerage firm. This acquisition expanded BGC’s energy brokerage services in the U.S. and supported BGC’s global growth efforts across ECS.

Divestitures

On December 3, 2024, the Company announced the sale of Capitalab, which was part of its post-trade business, to Capitolis. BGC will retain its high-growth, post-trade foreign exchange risk reduction business, which was previously included under the Capitalab brand and will be renamed Fenics NDF Match.

As a result of this sale, the Company recognized a $39.0 million gain, net of banking fees, other professional fees, and compensation expenses, which is included in “Gains (losses) on divestitures and sale of investments” in the Company’s Consolidated Statements of Operations during the year ended December 31, 2024. The Company had no gains or losses from divestitures or sales of investments during both the three months ended March 31, 2025 and 2024.

Brands and Trademarks

Amerex, Aurel, Aurel BGC, Caventor, CBID, Conticap, CreditMatch, BGC, BGC Group, BGC Partners, BGC Trader, ELX, EOXLive, Euro Brokers, Fenics, Fenics.com, Fenics Markets Xchange, Fenics Digital, Fenics Direct, Fenics MID, Fenics MD, Fenics Market Data, Fenics GO, Fenics PortfolioMatch, FMX, FMX Futures, FMX Markets Xchange, FMX UST, FMX FX, FMX Repo, FMX NDF, GFI, GFI Ginga, kACE2, Lake Securities, Latium Capital, LumeFX, LumeMarkets, Lucera, Martin Brokers, Maxcor, Matchbox, Mint, MIS Brokers, Open Energy, OTC Global Holdings, Perimeter Markets Inc., Poten & Partners, RP Martin, Tower Bridge, Sage, Sunrise Brokers, and VolumeMatch are among the trademarks/service marks and/or registered trademarks/service marks of BGC Group and/or its affiliates in the U.S. and/or other jurisdictions.

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Other Matters

In February 2022, the U.S., U.K., EU, and other countries imposed sanctions on Russian counterparties, and as a result BGC has ceased trading with those clients. The Company derived less than 1% of total revenue from its Moscow branch and sanctioned Russian counterparties. During the three months ended March 31, 2025 and 2024, the Company reserved nil and $2.0 million, respectively, in connection with unsettled trades and receivables with sanctioned Russian entities.

Tax Policy Changes

Pillar 2 is part of the Organization for Economic Co-Operation and Development/G20 Inclusive Framework on Base Erosion and Profit Shifting, which is part of a global initiative to address tax avoidance and ensure that multinational enterprises pay their fair share of taxes. The Pillar 2 framework introduces a global minimum tax rate of 15% for multinational companies. In December 2022, the Council of the EU unanimously adopted the EU Minimum Tax Directive, which would require member states to implement these rules. In the U.K., Pillar 2 was adopted after royal assent was given in July 2023.

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

Financial Services Industry

The financial services industry has grown historically due to several factors. One factor was the increasing use of derivatives to manage risk or to take advantage of the anticipated direction of a market by allowing users to protect gains and/or guard against losses in the price of underlying assets without having to buy or sell the underlying assets. Derivatives are often used to mitigate the risks associated with interest rates, equity ownership, changes in the value of FX, credit defaults by corporate and sovereign debtors, and changes in the prices of commodity products. Over this same timeframe, demand from financial institutions, large corporations, and other end-users of financial products have increased volumes in the wholesale derivatives market, thereby increasing the business opportunity for financial intermediaries.

Another key factor in the historical growth of the financial services industry has been the increase in the number of new financial products. As market participants and their customers strive to mitigate risk, new types of equity and fixed income securities, futures, options and other financial instruments have been developed. Most of these new securities and derivatives were not immediately ready for more liquid and standardized electronic markets, and generally increased the need for trading and required broker-assisted execution.

Due largely to the impacts of the global financial crisis of 2008-2009, our businesses had faced more challenging market conditions from 2009 until the second half of 2016. Accommodative monetary policies were enacted by several major central banks, including the Federal Reserve, Bank of England, Bank of Japan and the ECB, in response to the global financial crises. These policies resulted in historically low levels of volatility and interest rates across many of the financial markets in which we operate. The global credit markets also faced structural issues, such as increased bank capital requirements under Basel III. Consequently, these factors contributed to lower trading volumes in our Rates and Credit asset classes across most geographies in which we operated.

From mid-2016 until the first quarter of 2020, the overall financial services industry benefited from sustained economic growth, lower unemployment rates in most major economies, higher consumer spending, the modification or repeal of certain U.S. regulations, and higher overall corporate profitability. The trend towards digitization and electronification within the industry contributed to higher overall volumes and transaction count in Fully Electronic execution. From the second quarter of 2020 onward, concerns about the future trade relationship between the U.K. and the EU after Brexit, a slowdown in global growth driven by the outbreak of COVID-19, and an increase in trade protectionism were tempered by monetary and fiscal stimulus. During 2021, as the global economy recovered from the COVID-19 pandemic, higher inflation across the U.S. and other G8 countries led many central banks to begin and/or announce tapering and unwinding of asset purchases under quantitative easing programs, as well as implement multiple interest rate hikes.

During the fourteen years between 2008 and 2022, BGC and the entire financial service industry’s trading volumes were constrained by low interest rates and quantitative easing. Manufactured zero and near-zero interest rates caused the breakdown and disappearance of the historic correlation between issuance and trading volume growth. The recent change in central bank monetary policies away from zero interest rates, following the highest inflation in decades, together with meaningful interest rates set the stage for a resurgence in secondary market trading volumes for rates, credit and foreign exchange. We believe the return of this strong positive correlation in the current macro trading environment, which has meaningful interest rates and issuance that is multiples above 2008 levels, positions BGC to benefit and drive its trading volumes, revenue and profitability higher for the foreseeable future.

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Several factors could influence the financial service industry and our business performance, including general economic conditions, the geopolitical environment, current or expected inflation, interest rate fluctuations, the threat or imposition of broad-based tariffs, market volatility, changes in investment patterns and priorities, regulatory changes, and other factors that are generally beyond our control. Generally, volatility benefits BGC by increasing secondary trading volumes, as market participants seek to hedge their risk or capitalize on price fluctuations. We believe that these activities are most efficiently executed in our wholesale markets, known for their depth and liquidity. Rates of inflation may affect our expenses such as employee compensation and benefits, technology and communication expenses and occupancy costs. We believe any effects of inflation on our results of operations and financial condition have not been significant during any of the periods presented in this Quarterly Report on Form 10-Q.

Industry Consolidation

Over the past decade, there has been significant consolidation among the interdealer-brokers and wholesale brokers with which we compete. We continue to compete with TP ICAP and Tradition across various Voice/Hybrid brokerage marketplaces as well as via Fenics. We also continue to compete with the electronic markets and market data businesses of the CME, primarily through our FMX businesses where we compete in U.S. Treasuries, U.S. interest rate futures, and foreign exchange products. Additionally, we have significantly grown our presence in the energy, commodities and shipping markets, and are competing more with ECS brokers such as Marex, StoneX and Clarksons.

Additionally, there has been an increase in strategic acquisitions of OTC trading platforms by exchanges and electronic marketplaces including ICE buying BondPoint and TMC Bonds, Deutsche Börse buying 360T, CBOE buying Hotspot, MarketAxess buying LiquidityEdge, Tradeweb buying Nasdaq’s U.S. Fixed Income Electronic Trading Platform, r8fin and ICD, LSEG acquiring Quantile, etc. We view the consolidation in the industry favorably, as we expect it to provide additional operating leverage to our businesses in the future.

Growth Drivers

As a wholesale intermediary in the financial services industry, our businesses are driven primarily by secondary trading volumes in the markets in which we broker, the size and productivity of our front-office personnel, regulatory issues, and the percentage of our revenues we are able to generate by Fully Electronic means. BGC’s revenues tend to have low correlation in the short- and medium-term with global bank and broker-dealer sales and trading revenues, which reflect bid-ask spreads and mark-to-market movements, as well as industry volumes in both the primary and secondary markets.

Below is a brief analysis of the market and industry volumes for some of our products, including our overall Voice/Hybrid and Fully Electronic execution activities.

Overall Market Volumes and Volatility

Volume is driven by a number of factors, including the level of issuance for financial instruments, price volatility of financial instruments, government and central bank policies, macro-economic conditions, creation and adoption of new products, regulatory environment, and the introduction and adoption of new trading technologies. Historically, increased price volatility has often increased the demand for hedging instruments, including many of the cash and derivative products that we broker.

Rates volumes in particular are influenced by market volumes and, in certain instances, volatility. Historically low and negative interest rates, as well as central bank quantitative easing programs, across the globe significantly reduced the overall trading appetite for rates products. Such programs depressed rates volumes because they entail central banks buying government securities or other securities in the open market in an effort to promote increased lending and liquidity and bring down long-term interest rates. When central banks hold these instruments, they tend not to trade or hedge, thus lowering rates volumes across cash and derivatives markets industry-wide. Following the market dislocation and pandemic, major central banks such as the U.S. Federal Reserve, ECB, Bank of Japan, Bank of England, and Swiss National Bank restarted quantitative easing programs in 2020. Beginning in 2022 inflationary concerns have resulted in rising interest rates and tapering and/or unwinding of central bank asset purchases. The return of interest rates has led to improved macro trading conditions which has benefited BGC. This improved backdrop is expected to support both BGC’s Fenics and Voice/Hybrid businesses for the foreseeable future.

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Additional factors have weighed on market volumes in the products we broker. For example, the Basel III accord, implemented in late 2010 by the G-20 central banks, is a global regulatory framework on bank capital adequacy, stress testing and market liquidity risk that was developed with the intention of making banks more stable in the wake of the financial crisis by increasing bank liquidity and reducing bank leverage. The accord, which took effect on January 1, 2023, requires most large banks in G-20 nations to hold approximately three times as much Tier 1 capital as was required under the previous set of rules. These capital rules have made it more expensive for banks to hold non-sovereign debt assets on their balance sheets, and as a result, analysts say that banks have reduced their proprietary trading activity in corporate and asset-backed fixed income securities as well as in various other OTC cash and derivative instruments. We believe that this has further reduced overall market exposure and industry volumes in many of the products we broker, particularly in Credit.

During the three months ended March 31, 2025, industry volumes were higher across Rates, ECS, FX, Credit, and Equities compared to the prior year period. BGC’s brokerage revenues were up by 15.7% year-over-year in the quarter, reflecting growth across all geographies and strong double-digit revenue growth across BGC’s three largest asset classes, Rates, ECS and FX.

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

Rates Volumes and Volatility

Our Rates business is influenced by a number of factors, including global sovereign issuances, interest rates, government and central bank policies, secondary trading and the hedging of these sovereign debt instruments. The amount of global sovereign debt outstanding remains at historically high levels, and recent and potential future monetary policy changes by major central banks have given rise to higher levels of interest rate trading activity and are expected to provide continued tailwinds to our Rates business.

The level of secondary trading and related hedging activity was higher during the first quarter of 2025 compared to the prior year period. According to Bloomberg and the Federal Reserve Bank of New York, the Primary Dealer average daily volume of U.S. Government Securities was up 7% compared to the prior year period. Over the same time period, listed products on CME were up 9%, and OTC interest rate derivative volumes traded on SEF were up 10% compared to the first quarter of 2024, according to Clarus. In comparison, our overall Rates revenues were up 14.8%, as compared to a year earlier, to $200.9 million.

Our Rates revenues, like the revenues for most of our products, are not fully dependent on market volumes and, therefore, do not always fluctuate consistently with industry metrics. This is largely because our Voice, Hybrid, and Fully Electronic Rates desks often have volume discounts built into their price structure, which results in our Rates revenues being less volatile than the overall industry volumes.

ECS Volumes

ECS volumes were higher during the first quarter of 2025 compared to the prior year period. CME and ICE energy futures and options volumes were up 20% and 24%, respectively, compared to the prior year period. In comparison, BGC’s ECS revenues increased 26.6%, compared to the prior year period, to $149.9 million.

Foreign Exchange Volumes and Volatility

Global foreign exchange volumes were higher during the first quarter of 2025 compared to the prior year period. Volumes for CME FX futures and options and CME EBS spot FX were up 17%, and 36% respectively, and Cboe FX was up 12%. In comparison, our overall FX revenues increased by 31.0%, compared to the prior year period, to $110.0 million.

Credit Volumes

Our Credit business is impacted by the level of global corporate bond issuance and interest rates. Credit volumes were higher during the first quarter of 2025 compared to the prior year period. FINRA TRACE average daily volume for U.S. Investment Grade was up 11% and U.S. High Yield was up 7% according to Bloomberg. In comparison, our overall Credit revenues decreased by 0.7%, compared to the prior year period, to $86.9 million.

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Equities Volumes

Global equity volumes were generally higher during the first quarter of 2025 compared to the prior year period. According to the Securities Industry and Financial Markets Association, or SIFMA, the average daily volume of U.S. cash equities was up 33% as compared to a year earlier. Over the same timeframe, Eurex average daily volumes of equity and equity index derivatives were up 14%, and, according to the OCC, the average daily volume of U.S. options was up 23%. Our Equities business primarily consists of equity derivatives and our overall revenues from Equities increased by 0.1%, compared to the prior year period, to $62.9 million.

LIQUIDITY

See “Liquidity and Capital Resources” herein for information related to our Liquidity and capital resources.

HIRING

Key drivers of our revenue are front-office producer headcount and average revenue per producer. We believe that our strong technology platform and unique compensation structure have enabled us to use both acquisitions and recruiting to uniquely position us to be able to outperform our peer group.

We have invested significantly through acquisitions and the hiring of new brokers, salespeople, managers, technology professionals and other front-office personnel. The business climate for these acquisitions has been competitive, and it is expected that these conditions will persist for the foreseeable future. We have been able to attract businesses and brokers, salespeople, managers, technology professionals and other front-office personnel to our platform as we believe they recognize that we have the scale, technology, experience and expertise to succeed.

As of March 31, 2025, our front-office headcount was 2,165 brokers, salespeople, managers, and other front-office personnel, up 2.2% from 2,119 a year ago. Compared to the prior year, average revenue per front-office employee for the three months ended March 31, 2025, increased by 12.4%, to $0.3 million.

FINANCIAL HIGHLIGHTS

For the three months ended March 31, 2025 compared to the three months ended March 31, 2024

Income from operations before income taxes was $80.0 million compared to $71.1 million in the prior year period.

Total revenues increased $85.6 million compared to the prior year period, or 14.8%, to $664.2 million, largely due to overall growth of 15.7% in our brokerage revenues:

•ECS increased $31.5 million, or 26.6%;

•Rates increased $25.9 million, or 14.8%;

•FX increased $26.0 million, or 31.0%;

•Credit decreased $0.7 million, or 0.7%; and

•Equities increased $0.1 million, or 0.1%.

In addition, there was an increase of $1.9 million in Interest and dividend income, primarily driven by income earned on bank deposits and money market funds. Further, there was an increase of $1.6 million, or 5.2%, in Data, network and post-trade revenues, primarily driven by Fenics Market Data and Lucera, partially offset by lower post-trade revenues due to the sale of BGC’s Capitalab business in the fourth quarter of 2024. Revenues for Data, Network and Post-trade, excluding the impact of Capitalab, revenues grew by circa 10% year-over-year.

Total expenses increased $38.5 million, or 7.0%, to $586.5 million compared to the prior year period, primarily driven by an increase in total compensation and employee benefits expenses of $30.0 million. The increase in compensation and employee benefits was primarily due to higher commissionable revenues during the period. The $8.4 million increase in non-compensation expenses was primarily driven by an increase in interest expense related to the BGC Group 6.600% Senior Notes issued in June 2024. The increase in Interest expense was partially offset due to the repayments in full of the $275.0 million of principal amount outstanding under the BGC Credit Agreement on April 1, 2024, as well as the $255.5 million outstanding aggregate principal amount of BGC Group 3.750% Senior Notes and the $44.5 million outstanding aggregate principal amount of BGC Partners 3.750% Senior Notes on October 1, 2024. Non-compensation expenses also increased period over period due to higher Selling and promotion, Commissions and floor brokerage, and Communication costs which were primarily driven by higher revenues.

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RESULTS OF OPERATIONS

The following table sets forth our unaudited Condensed Consolidated Statements of Operations data expressed as a percentage of total revenues for the periods indicated (in thousands):


	Three Months Ended March 31,
	2025				2024
	Actual Results		Percentage of Total Revenues		Actual Results		Percentage of Total Revenues
Revenues:
Commissions	$	494,711	74.5	%	$	415,172	71.8	%
Principal transactions	116,078		17.5		112,849		19.5
Total brokerage revenues	610,789		92.0		528,021		91.3
Fees from related parties	4,422		0.7		4,421		0.8
Data, network and post-trade	32,500		4.9		30,903		5.3
Interest and dividend income	11,629		1.7		9,764		1.6
Other revenues	4,900		0.7		5,505		1.0
Total revenues	664,240		100.0		578,614		100.0
Expenses:
Compensation and employee benefits	341,648		51.4		290,842		50.3
Equity-based compensation and allocations of net income to limited partnership units and FPUs¹	75,323		11.4		96,081		16.6
Total compensation and employee benefits	416,971		62.8		386,923		66.9
Occupancy and equipment	42,569		6.4		40,806		7.1
Fees to related parties	8,350		1.3		7,215		1.2
Professional and consulting fees	15,669		2.4		14,259		2.5
Communications	30,629		4.6		30,008		5.2
Selling and promotion	19,441		2.9		16,771		2.9
Commissions and floor brokerage	17,492		2.6		17,392		3.0
Interest expense	24,654		3.7		20,136		3.5
Other expenses	10,747		1.6		14,558		2.4
Total expenses	586,522		88.3		548,068		94.7
Other income (losses), net:

Gains (losses) on equity method investments	2,358		0.3		1,790		0.3
Other income (loss)	(98)		0.0		38,762		6.7
Total other income (losses), net	2,260		0.3		40,552		7.0
Income (loss) from operations before income taxes	79,978		12.0		71,098		12.3
Provision (benefit) for income taxes	26,549		4.0		22,057		3.8
Consolidated net income (loss)	$	53,429	8.0	%	$	49,041	8.5	%
Less: Net income (loss) from operations attributable to noncontrolling interest in subsidiaries	(1,735)		(0.3)		(169)		0.0
Net income (loss) available to common stockholders	$	55,164	8.3	%	$	49,210	8.5	%

____________________________

1The components of Equity-based compensation and allocations of net income to limited partnership units and FPUs are as follows (in thousands):


	Three Months Ended March 31,
	2025				2024
	Actual Results		Percentage of Total Revenues		Actual Results		Percentage of Total Revenues
Issuance of common stock and grants of exchangeability	$	26,641	4.0	%	$	33,832	5.9	%
Allocations of net income and dividend equivalents	551		0.1		1,294		0.2

RSU, RSU Tax Account, and restricted stock amortization	48,131		7.3		60,955		10.5
Equity-based compensation and allocations of net income to limited partnership units and FPUs	$	75,323	11.4	%	$	96,081	16.6	%

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Three Months Ended March 31, 2025 Compared to Three Months Ended March 31, 2024

Revenues

Brokerage Revenues

Total brokerage revenues increased by $82.8 million, or 15.7%, to $610.8 million for the three months ended March 31, 2025 as compared to the three months ended March 31, 2024. Commission revenues increased by $79.5 million, or 19.2%, to $494.7 million for the three months ended March 31, 2025 as compared to the three months ended March 31, 2024. Principal transactions revenues increased by $3.2 million, or 2.9%, to $116.1 million for the three months ended March 31, 2025 as compared to the three months ended March 31, 2024.

Our Rates revenues increased by $25.9 million, or 14.8%, to $200.9 million for the three months ended March 31, 2025 as compared to the three months ended March 31, 2024, reflecting higher volumes across all major interest rate products.

Our ECS revenues increased by $31.5 million, or 26.6%, to $149.9 million for the three months ended March 31, 2025 as compared to the three months ended March 31, 2024, driven by strong growth across environmental and energy transition products, as well as oil and refined products.

Our FX revenues increased by $26.0 million, or 31.0%, to $110.0 million for the three months ended March 31, 2025 as compared to the three months ended March 31, 2024, reflecting broad-based growth across all FX products.

Our Credit revenues decreased by $0.7 million, or 0.7%, to $86.9 million for the three months ended March 31, 2025 as compared to the three months ended March 31, 2024, due to lower Emerging Market and European credit volumes, partially offset by PortfolioMatch volumes and strong U.S. credit activity.

Our Equities revenues increased by $0.1 million, or 0.1%, to $62.9 million for the three months ended March 31, 2025 as compared to the three months ended March 31, 2024, as a result of higher European and U.S. equity volumes being offset by lower Asian equity derivatives volumes.

Fees from Related Parties

Fees from related parties remained flat at $4.4 million for the three months ended March 31, 2025 and 2024.

Data, Network and Post-Trade

Data, network and post-trade revenues increased by $1.6 million, or 5.2%, to $32.5 million for the three months ended March 31, 2025 as compared to the three months ended March 31, 2024. This growth was primarily driven by Fenics Market Data and Lucera, partially offset by lower post-trade revenues due to the sale of BGC’s Capitalab business in the fourth quarter of 2024. Excluding the impact of Capitalab, revenues grew by circa 10% year-over-year.

Interest and Dividend Income

Interest and dividend income increased by $1.9 million, or 19.1%, to $11.6 million for the three months ended March 31, 2025 as compared to the three months ended March 31, 2024. This was primarily driven by an increase in interest income on government bonds and money market funds versus the year ago period, which were primarily driven by changing interest rates and larger balances.

Other Revenues

Other revenues decreased by $0.6 million, or 11.0% to $4.9 for the three months ended March 31, 2025 as compared to the three months ended March 31, 2024, primarily driven by a decrease in consulting income.

Expenses

Compensation and Employee Benefits

Compensation and employee benefits expense increased by $50.8 million, or 17.5%, to $341.6 million for the three months ended March 31, 2025 as compared to the three months ended March 31, 2024. The primary driver of the increase was higher commissionable revenues.

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

Equity-based compensation and allocations of net income to limited partnership units and FPUs decreased by $20.8 million, or 21.6%, to $75.3 million for the three months ended March 31, 2025 as compared to the three months ended March 31, 2024. For the three months ended March 31, 2025 and 2024, the Company incurred compensation charges of $9.0 million and $25.4 million, respectively, for the acceleration of RSUs and restricted stock awards, respectively, held by former BGC executive officers.

Occupancy and Equipment

Occupancy and equipment expense increased by $1.8 million, or 4.3%, to $42.6 million for the three months ended March 31, 2025 as compared to the three months ended March 31, 2024. This increase was primarily driven by an increase in software licenses and maintenance costs, offset by cost savings for consolidating BGC’s London office space in the third quarter of 2024.

Fees to Related Parties

Fees to related parties increased by $1.1 million, or 15.7%, to $8.4 million for the three months ended March 31, 2025 as compared to the three months ended March 31, 2024. Fees to related parties are primarily allocations paid to Cantor for administrative and support services, such as accounting, occupancy, and legal.

Professional and Consulting Fees

Professional and consulting fees increased by $1.4 million, or 9.9%, to $15.7 million for the three months ended March 31, 2025 as compared to the three months ended March 31, 2024, which was primarily driven by an increase in consulting and other professional services and fees.

Communications

Communications expense increased by $0.6 million, or 2.1%, to $30.6 million for the three months ended March 31, 2025 as compared to three months ended March 31, 2024, which was primarily driven by an increase in various terminal and line service costs across market data and communications.

Selling and Promotion

Selling and promotion expense increased by $2.7 million, or 15.9%, to $19.4 million for the three months ended March 31, 2025 as compared to the three months ended March 31, 2024, which was primarily driven by an increase in business related travel and client entertainment.

Commissions and Floor Brokerage

Commissions and floor brokerage expense increased by $0.1 million, or 0.6%, to $17.5 million for the three months ended March 31, 2025 as compared to the three months ended March 31, 2024, which was primarily driven by a higher number of trades in the three months ended March 31, 2025.

Interest Expense

Interest expense increased by $4.5 million, or 22.4%, to $24.7 million for the three months ended March 31, 2025 as compared to the three months ended March 31, 2024, which was primarily driven by BGC 6.600% Senior Notes issued in June 2024. The higher interest expense was partially offset by lower interest due to the repayments in full of the $275.0 million of principal amount outstanding from the BGC Credit Agreement on April 1, 2024, as well as the $255.5 million outstanding aggregate principal amount of BGC Group 3.750% Senior Notes and the $44.5 million outstanding aggregate principal amount of BGC Partners 3.750% Senior Notes on October 1, 2024.

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Other Expenses

Other expenses decreased by $3.8 million, or 26.2%, to $10.7 million for the three months ended March 31, 2025 as compared to the three months ended March 31, 2024, which was primarily due to a decrease in reserves related to potential losses associated with Russia’s Invasion of Ukraine.

Other Income (Losses), Net

Gains (Losses) on Equity Method Investments

Gains (losses) on equity method investments increased by $0.6 million, or 31.7%, to $2.4 million for the three months ended March 31, 2025 as compared to a gain of $1.8 million for the three months ended March 31, 2024.

Other Income (Loss)

Other income (loss) decreased by $38.9 million, or 100.3%, to $0.1 million for the three months ended March 31, 2025 as compared to the three months ended March 31, 2024, which was primarily driven by a $36.6 million unrealized gain for the three months ended March 31, 2024 related to fair value adjustments on investments carried under the measurement alternative.

Provision (Benefit) for Income Taxes

Provision (benefit) for income taxes increased by $4.5 million, or 20.4%, to $26.5 million of tax expense for the three months ended March 31, 2025 as compared to the three months ended March 31, 2024. The increase was primarily driven by a change in executive officers compensation expenses disallowed from a U.S. tax perspective, as well as change in the level, geographical, and business mix of earnings, which impacts our consolidated effective tax rate from period-to-period.

Net Income (Loss) Attributable to Noncontrolling Interest in Subsidiaries

Net income (loss) attributable to noncontrolling interest in subsidiaries decreased by $1.6 million, or 926.6%, to a loss of $1.7 million for the three months ended March 31, 2025 as compared to a loss of $0.2 million for the three months ended March 31, 2024.

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QUARTERLY RESULTS OF OPERATIONS

The following table sets forth our unaudited quarterly results of operations for the indicated periods (in thousands). Results of any period are not necessarily indicative of results for a full year and may, in certain periods, be affected by seasonal fluctuations in our business. Certain reclassifications have been made to prior period amounts to conform to the current period’s presentation.


	March 31, 2025		December 31, 2024		September 30, 2024		June 30, 2024		March 31, 2024		December 31, 2023		September 30, 2023		June 30, 2023
Revenues:
Commissions	$	494,711	$	431,469	$	407,095	$	395,081	$	415,172	$	388,211	$	350,305	$	348,720
Principal transactions	116,078		84,590		93,551		98,439		112,849		73,563		84,725		94,883
Fees from related parties	4,422		6,558		5,106		4,643		4,421		4,226		3,723		4,062
Data, network and post-trade	32,500		32,587		32,661		30,812		30,903		29,551		27,797		27,000
Interest and dividend income	11,629		12,370		16,944		17,145		9,764		16,586		10,150		13,371
Other revenues	4,900		4,758		5,754		4,641		5,505		4,623		5,994		5,044
Total revenues	664,240		572,332		561,111		550,761		578,614		516,760		482,694		493,080
Expenses:
Compensation and employee benefits	341,648		289,608		271,307		271,990		290,842		248,915		233,087		243,387
Equity-based compensation and allocations of net income to limited partnership units and FPUs	75,323		121,165		85,690		66,207		96,081		78,093		69,268		126,644
Total compensation and employee benefits	416,971		410,773		356,997		338,197		386,923		327,008		302,355		370,031
Occupancy and equipment	42,569		42,278		45,195		40,959		40,806		41,062		40,028		40,488
Fees to related parties	8,350		9,054		8,251		8,009		7,215		9,172		7,046		7,991
Professional and consulting fees	15,669		17,701		20,184		12,805		14,259		16,144		13,734		14,819
Communications	30,629		30,028		30,416		30,172		30,008		29,169		29,222		27,813
Selling and promotion	19,441		18,605		17,376		17,714		16,771		17,009		14,939		15,320
Commissions and floor brokerage	17,492		18,453		17,539		17,414		17,392		15,342		14,755		16,161
Interest expense	24,654		24,263		25,125		21,551		20,136		20,795		20,780		19,914
Other expenses	10,747		14,847		26,955		13,334		14,558		26,519		22,030		13,221
Total expenses	586,522		586,002		548,038		500,155		548,068		502,220		464,889		525,758
Other income (losses), net:
Gain (loss) on divestiture and sale of investments	—		38,769		—		—		—		—		—		—
Gains (losses) on equity method investments	2,358		1,536		2,360		2,744		1,790		2,584		2,094		2,412
Other income (loss)	(98)		537		4,276		1,814		38,762		14,765		3,967		(1,011)
Total other income (losses), net	2,260		40,842		6,636		4,558		40,552		17,349		6,061		1,401
Income (loss) from operations before income taxes	79,978		27,172		19,709		55,164		71,098		31,889		23,866		(31,277)
Provision (benefit) for income taxes	26,549		3,873		5,996		17,989		22,057		10,626		5,314		(9,067)
Consolidated net income (loss)	$	53,429	$	23,299	$	13,713	$	37,175	$	49,041	$	21,263	$	18,552	$	(22,210)
Less: Net income (loss) attributable to noncontrolling interest in subsidiaries	(1,735)		(1,904)		(1,034)		(653)		(169)		1,318		1,506		(2,506)
Net income (loss) available to common stockholders	$	55,164	$	25,203	$	14,747	$	37,828	$	49,210	$	19,945	$	17,046	$	(19,704)

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The table below details our brokerage revenues by product category for the indicated periods (dollar amounts in thousands):


	March 31, 2025			December 31, 2024			September 30, 2024			June 30, 2024			March 31, 2024			December 31, 2023			September 30, 2023			June 30, 2023
Brokerage revenue by product:
Rates	$	200,945		$	169,591		$	174,313		$	166,044		$	175,085		$	155,802		$	145,703		$	144,209
ECS	149,937			134,104			112,921			117,743			118,464			104,739			93,120			98,688
FX	110,035			93,648			92,076			88,946			84,023			77,226			79,795			77,527
Credit	86,936			62,404			68,000			69,381			87,592			65,642			63,747			65,806
Equities	62,936			56,313			53,336			51,406			62,857			58,365			52,665			57,373

Total brokerage revenues	$	610,789		$	516,060		$	500,646		$	493,520		$	528,021		$	461,774		$	435,030		$	443,603
Brokerage revenue by product (percentage):
Rates	33.0		%	32.9		%	34.7		%	33.6		%	33.2		%	33.8		%	33.5		%	32.5		%
ECS	24.5			26.0			22.6			23.9			22.4			22.7			21.4			22.2
FX	18.0			18.1			18.4			18.0			15.9			16.7			18.3			17.5
Credit	14.2			12.1			13.6			14.1			16.6			14.2			14.7			14.8
Equities	10.3			10.9			10.7			10.4			11.9			12.6			12.1			13.0

Total brokerage revenues	100.0		%	100.0		%	100.0		%	100.0		%	100.0		%	100.0		%	100.0		%	100.0		%
Brokerage revenue by type:
Voice/Hybrid	$	470,664		$	406,545		$	391,264		$	387,101		$	409,597		$	360,536		$	337,522		$	345,478
Fully Electronic1	140,125			109,515			109,382			106,419			118,424			101,238			97,508			98,125
Total brokerage revenues	$	610,789		$	516,060		$	500,646		$	493,520		$	528,021		$	461,774		$	435,030		$	443,603
Brokerage revenue by product (percentage):
Voice/Hybrid	77.1		%	78.8		%	78.2		%	78.4		%	77.6		%	78.1		%	77.6		%	77.9		%
Fully Electronic1	22.9			21.2			21.8			21.6			22.4			21.9			22.4			22.1
Total brokerage revenues	100.0		%	100.0		%	100.0		%	100.0		%	100.0		%	100.0		%	100.0		%	100.0		%

____________________________

1Includes Fenics Integrated.

LIQUIDITY AND CAPITAL RESOURCES

Balance Sheet

Our balance sheet and business model are not capital intensive. Our assets consist largely of Cash and cash equivalents, collateralized and uncollateralized short-dated receivables and less liquid assets needed to support our business. Longer-term capital (equity and notes payable) is held to support the less liquid assets and potential capital investment opportunities. Total assets as of March 31, 2025 were $4.9 billion, an increase of 36.0% as compared to December 31, 2024. The increase in total assets was driven primarily by an increase in Receivables from broker-dealers, clearing organizations, customers and related broker-dealers, Cash and cash equivalents, Accrued commissions and other receivables, net, Loans, forgivable loans and other receivables from employees and partners, net. We maintain a significant portion of our assets in Cash and cash equivalents and Financial instruments owned, at fair value, with Cash and cash equivalents as of March 31, 2025 of $966.4 million, and our Liquidity as of March 31, 2025 of $1,146.1 million. See “Liquidity Analysis” below for a further discussion of our Liquidity and a reconciliation to the most comparable GAAP financial measure and discussion of changes in our Liquidity from March 31, 2025 to May 9, 2025. Our Financial instruments owned, at fair value, were $179.7 million as of March 31, 2025, compared to $186.2 million as of December 31, 2024.

As part of our cash management process, we may enter into Reverse Repurchase Agreements and other short-term investments, some of which may be with Cantor. As of both March 31, 2025 and December 31, 2024, there were no Reverse Repurchase Agreements outstanding. As of both March 31, 2025 and December 31, 2024 there were no securities loaned outstanding.

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At December 31, 2019, the Company completed the calculation of the one-time transition tax on the deemed repatriation of foreign subsidiaries’ earnings pursuant to the Tax Act and previously recorded a net cumulative tax expense of $28.6 million, net of foreign tax credits. During the second quarter of 2024, the Company settled its 2017 audit with the Internal Revenue Service which included the transition tax. The revised net cumulative transition tax expense is $25.3 million, net of foreign tax credits, resulting in a net adjustment of the payable balance by $3.3 million. An installment election can be made to pay the taxes over eight years with 40% paid in equal installments over the first five years and the remaining 60% to be paid in installments of 15%, 20% and 25% in years six, seven and eight, respectively. The cumulative remaining balance as of March 31, 2025 was $11.4 million.

Additionally, in August 2013, the Audit Committee authorized us to invest up to $350.0 million in an asset-backed commercial paper program for which certain Cantor entities serve as placement agent and referral agent. The program issues short-term notes to money market investors and is expected to be used from time to time as a liquidity management vehicle. The notes are backed by assets of highly rated banks. We are entitled to invest in the program so long as the program meets investment policy guidelines, including policies relating to ratings. Cantor will earn a spread between the rate it receives from the short-term note issuer and the rate it pays to us on any investments in this program. This spread will be no greater than the spread earned by Cantor for placement of any other commercial paper note in the program. As of both March 31, 2025 and December 31, 2024, we did not have any investments in the program.

Funding

Our funding base consists of longer-term capital (equity and notes payable), collateralized financings and shorter-term liabilities incurred through the normal course of business. We have limited need for short-term unsecured funding in our regulated entities for their brokerage business. Contingent liquidity needs are largely limited to potential cash collateral that may be needed to meet clearing bank, clearinghouse, and exchange margins and/or to fund fails. Current cash and cash equivalent balances exceed our potential normal course contingent liquidity needs. We believe that cash and cash equivalents in and available to our largest regulated entities, inclusive of financing provided by clearing banks and cash segregated under regulatory requirements, is adequate for potential cash demands of normal operations, such as margin or financing of fails. We expect our operating activities going forward to generate adequate cash flows to fund normal operations, share repurchases, and any dividends paid pursuant to our dividend policy. However, we continually evaluate opportunities for growth and to further enhance our strategic position, including, among other things, acquisitions, strategic alliances and joint ventures potentially involving all types and combinations of equity, debt and acquisition alternatives. As a result, we may need to raise additional funds to:

•increase the regulatory net capital necessary to support operations;

•support continued growth in our businesses;

•effect acquisitions, strategic alliances, joint ventures and other transactions;

•develop new or enhanced products, services and markets; and

•respond to competitive pressures.

Acquisitions and financial reporting obligations related thereto may impact our ability to access longer term capital markets funding on a timely basis and may necessitate greater short-term borrowings in the interim. This may impact our credit rating or our costs of borrowing. We may need to access short-term capital sources to meet business needs from time to time, including, but not limited to, conducting operations; hiring or retaining brokers, salespeople, managers, technology professionals and other front-office personnel; financing acquisitions; and providing liquidity, including in situations where we may not be able to access the capital markets in a timely manner when desired by us. Accordingly, we cannot guarantee that we will be able to obtain additional financing when needed on terms that are acceptable to us, if at all.

As discussed below, our Liquidity remained strong at $1,146.1 million as of March 31, 2025, which can be used for share repurchases, dividends, acquisitions, new hires, tax payments, ordinary movements in working capital, and our continued investment in Fenics Growth Platforms. During the three months ended March 31, 2025, we repurchased 2.4 million shares of BGC Class A common stock for aggregate consideration of $23.1 million, representing a weighted-average price per share of $9.45.

On May 6, 2025, our Board declared a $0.02 dividend for the first quarter of 2025. Our current capital allocation priorities are to return capital to stockholders and to continue investing in the growth of our business.

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Notes Payable and Other Borrowings

Unsecured Senior Revolving Credit Agreement

On March 12, 2024, the Company repaid in full the $240.0 million of borrowings then-outstanding under the Revolving Credit Agreement, which had been borrowed in 2023. On April 1, 2024, we borrowed $275.0 million under the Revolving Credit Agreement and used the proceeds from such borrowing, along with cash on hand, to repay the principal and interest related to all of the $275.0 million of borrowings outstanding under the BGC Credit Agreement. On June 10, 2024, we repaid in full the $275.0 million of borrowings outstanding under the Revolving Credit Agreement. On October 1, 2024, we borrowed $200.0 million under the Revolving Credit Agreement and used the proceeds from such borrowing, along with cash on hand, to repay the principal and interest on the $255.5 million aggregate outstanding principal amount of BGC Group 3.750% Senior Notes and $44.5 million aggregate outstanding principal amount of BGC Partners 3.750% Senior Notes. On March 12, 2025, we borrowed $25.0 million under the Revolving Credit Agreement for general corporate purposes, and on March 31, 2025, we borrowed $325.0 million under the Revolving Credit Agreement and used a portion of the proceeds from such borrowing to acquire OTC Global.

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

On December 6, 2024, the Company amended the amended and restated the Revolving Credit Agreement to increase the size of the credit facility to $700.0 million. The borrowing rates and financial covenants under the amended and restated Revolving Credit Agreement, as amended, are unchanged.

As of March 31, 2025 and December 31, 2024, there were $550.0 million and $200.0 million, respectively, of borrowings outstanding under the Revolving Credit Agreement. During the three months ended March 31, 2025 and 2024, the Company recorded interest expense related to the Revolving Credit Agreement of $4.0 million and $3.7 million, respectively.

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

See Note 17—“Notes Payable and Other Borrowings” to our unaudited Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for information regarding our Revolving Credit Agreement.

BGC Credit Agreement with Cantor

On March 8, 2024, the Company entered into a second amendment to the BGC Credit Agreement which amends the BGC Credit Agreement to provide that the parties and their respective subsidiaries may borrow up to an aggregate principal amount of $400.0 million from each other from time to time at an interest rate equal to 25 basis points less than the interest rate on the respective borrower’s short-term borrowings rate then in effect. On June 7, 2024, the Company entered into a third amendment to the BGC Credit Agreement. The third amendment provides that the parties and their respective subsidiaries may borrow up to the total available aggregate principal amount of $400.0 million pursuant to a new category of “FICC-GSD Margin Loans.” All other terms of the BGC Credit Agreement, including terms applicable to loans made thereunder that are not FICC-GSD Margin Loans, remain the same.

On March 12, 2024, the Company borrowed $275.0 million from Cantor under the BGC Credit Agreement and used the proceeds from such borrowing to repay the principal and interest related to all of the $240.0 million of borrowings outstanding under the Revolving Credit Agreement. On April 1, 2024, we repaid in full the principal and interest related to the $275.0 million of borrowings outstanding under the BGC Credit Agreement. As of both March 31, 2025 and December 31, 2024, there were no borrowings by the Company outstanding under the BGC Credit Agreement. The Company recorded $1.1 million of interest expense related to the BGC Credit Agreement for the three months ended March 31, 2024. See Note 13—“Related Party Transactions,” and Note 17—“Notes Payable and Other Borrowings” to our unaudited Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for information regarding our BGC Credit Agreement with Cantor.

On April 4, 2025, Cantor borrowed $120.0 million from the Company under the BGC Credit Agreement. On April 14, 2025, Cantor made a partial repayment of $15.0 million to the Company of the $120.0 million borrowed from the Company under the BGC Credit Agreement. As of May 9, 2025, $105.0 million of borrowings remained outstanding under the BGC Credit Agreement. The borrowing rate as of May 9, 2025 was 6.18%.

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Exchange Offer and Market-Making Registration Statement

On October 6, 2023, we completed the Exchange Offer, in which we exchanged BGC Partners Notes for new notes issued by BGC Group with the same respective interest rates, maturity dates and substantially identical terms as the tendered notes, and cash. In connection with the Exchange Offer, and on behalf of BGC Partners, we also solicited consents from (i) holders of the BGC Partners Notes to certain proposed amendments to the indenture and supplemental indentures pursuant to which such BGC Partners Notes were issued to, among other things, eliminate certain affirmative and restrictive covenants and events of default, including the “Change of Control” provisions, which had applied to each series of the BGC Partners Notes, and (ii) holders of the BGC Partners 8.000% Senior Notes to amend the registration rights agreement relating thereto to terminate such agreement.

On October 19, 2023, we filed a resale registration statement on Form S-3 pursuant to which CF&Co could make offers and sales of the BGC Group Notes in connection with ongoing market-making transactions which could occur from time to time. Market-making transactions pursuant to this resale registration statement were terminated on November 8, 2024 in connection with the filing of the replacement market-making resale registration statement described under “Market-Making Registration Statement” below.

3.750% Senior Notes due October 1, 2024

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

The outstanding aggregate principal amount of BGC Group 3.750% Senior Notes, which were general senior unsecured obligations of BGC Group, was $255.5 million as of March 31, 2024. BGC Group recorded interest expense related to the BGC Group 3.750% Senior Notes of $2.6 million during the three months ended March 31, 2024.

The outstanding aggregate principal amount of BGC Partners 3.750% Senior Notes, which were general senior unsecured obligations of BGC Partners, was $44.5 million as of March 31, 2024. BGC Partners recorded interest expense related to the BGC Partners 3.750% Senior Notes of $0.4 million during the three months ended March 31, 2024.

4.375% Senior Notes due December 15, 2025

The outstanding aggregate principal amount of BGC Group 4.375% Senior Notes, which are general senior unsecured obligations of BGC Group, was $288.2 million as of both March 31, 2025 and December 31, 2024. BGC Group recorded interest expense related to the BGC Group 4.375% Senior Notes of $3.3 million and $3.3 million, respectively, for the three months ended March 31, 2025 and 2024.

The outstanding aggregate principal amount of BGC Partners 4.375% Senior Notes, which are general senior unsecured obligations of BGC Partners, was $11.8 million as of both March 31, 2025 and December 31, 2024. BGC Partners recorded interest expense related to the BGC Partners 4.375% Senior Notes of $0.1 million and $0.1 million, for the three months ended March 31, 2025 and 2024, respectively.

8.000% Senior Notes due May 25, 2028

The outstanding aggregate principal amount of BGC Group 8.000% Senior Notes, which are general senior unsecured obligations of BGC Group, was $347.2 million as of both March 31, 2025 and December 31, 2024. BGC Group recorded interest expense related to the BGC Group 8.000% Senior Notes of $7.1 million for both the three months ended March 31, 2025 and 2024, respectively.

On August 21, 2024, the Company repurchased $0.5 million of outstanding principal, plus accrued interest, of BGC Partners 8.000% Senior Notes for $0.5 million. The outstanding aggregate principal amount of BGC Partners 8.000% Senior Notes, which are general senior unsecured obligations of BGC Partners, was $2.3 million as of both March 31, 2025 and December 31, 2024. BGC Partners recorded interest expense related to the BGC Partners 8.000% Senior Notes of nil and $0.1 million, for the three months ended March 31, 2025 and 2024, respectively.

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6.600% Senior Notes due June 10, 2029

The outstanding aggregate principal amount of BGC Group 6.600% Senior Notes, which are general senior unsecured obligations of BGC Group, was $500.0 million as of both March 31, 2025 and December 31, 2024. BGC Group recorded interest expense related to the BGC Group 6.600% Senior Notes of $8.5 million for the three months ended March 31, 2025.

See Note 13—“Related Party Transactions” and Note 17—“Notes Payable and Other Borrowings” to our unaudited Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for information regarding our 3.750% Senior Notes, 4.375% Senior Notes, 8.000% Senior Notes, and BGC Group 6.600% Senior Notes.

6.150% Senior Notes due April 2, 2030

On April 2, 2025, we 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 senior unsecured obligations of the Company. 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. We may redeem some or all of the notes at any time or from time to time for cash at certain “make-whole” redemption prices (as set forth in the indenture related to the BGC Group 6.150% Senior Notes). If a “Change of Control Triggering Event” (as defined in the indenture related to the BGC Group 6.150% Senior Notes) occurs, holders may require the Company 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 not excluding, the purchase date. The initial carrying value of the BGC Group 6.150% Senior Notes was $692.8 million, net of discount and debt issuance costs of $7.2 million, of which $0.4 million were underwriting fees payable to CF&Co. The Company intends to use the net proceeds to repurchase, redeem and/or repay at maturity all $288.2 million outstanding aggregate principal amount of BGC Partners 4.375% Senior Notes and all $11.8 million outstanding aggregate principal amount of the BGC Partners 4.375% Senior Notes, in each case including to pay any applicable redemption premium.

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

Weighted-average Interest Rate

For the three months ended March 31, 2025 and 2024, the weighted-average interest rate of our total Notes payable and other borrowings, which include our Revolving Credit Agreement, Company Debt Securities, BGC Credit Agreement, and collateralized borrowings, was 6.35% and 5.51%, respectively.

Short-term Borrowings

On August 23, 2017, BGC Partners entered into a committed unsecured credit agreement with Itau Unibanco S.A. The agreement provided for an intra-day overdraft credit line up to $8.7 million (BRL 50.0 million). On August 20, 2021, the agreement was renegotiated, increasing the credit line to $10.4 million (BRL 60.0 million). On May 22, 2023 the agreement was renegotiated, increasing the credit line to $12.2 million (BRL 70.0 million). This agreement is renewable every 90 days and the next maturity date is August 7, 2025. The agreement bears a fee of 1.32% per year. As of both March 31, 2025 and December 31, 2024, there were no borrowings outstanding under this agreement. The bank fees related to the agreement were nil for each of the three months ended March 31, 2025 and 2024.

Market-Making Registration Statement

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 of our other affiliates, has any obligation to make a market in our securities, and CF&Co, or any such other affiliate, may discontinue market-making activities at any time without notice.

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DEBT REPURCHASE PROGRAM

See Note 13—“Related Party Transactions” to our unaudited Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q under the heading “CEO Program and Other Transactions with CF&Co” for information about our Board-authorized debt repurchase program.

LIQUIDITY ANALYSIS

We consider our Liquidity, a non-GAAP financial measure, to be comprised of the sum of Cash and cash equivalents, Reverse Repurchase Agreements, and Financial instruments owned, at fair value, less Securities loaned and Repurchase Agreements. We consider liquidity to be an important metric for determining the amount of cash that is available or that could be readily available to the Company on short notice. The discussion below describes the key components of our Liquidity analysis. We believe our cash, cash flows, and financing arrangements are sufficient to support our cash requirements for the next twelve months and beyond.

We consider the following in analyzing changes in our Liquidity:

•Our Liquidity analysis includes a comparison of our Consolidated net income (loss) adjusted for certain non-cash items (e.g., Equity-based compensation) as presented on the cash flow statement. Dividends are payments made to our holders of common shares and are related to earnings from prior periods. These timing differences will impact our cash flows in a given period;

•Our investing and funding activities represent a combination of our capital raising activities, including short-term borrowings and repayments, BGC Class A common stock repurchases and, previously, partnership unit redemptions, purchases and sales of securities, dispositions, and other investments (e.g., acquisitions, forgivable loans to new brokers and capital expenditures—all net of depreciation and amortization);

•Our securities settlement activities primarily represent deposits with clearing organizations;

•Other changes in working capital represent changes primarily in receivables and payables and accrued liabilities that impact our Liquidity; and

•Changes in Reverse Repurchase Agreements and Financial instruments owned at fair value may result from additional cash investments or sales, which will be offset by a corresponding change in Cash and cash equivalents and, accordingly, will not result in a change in our Liquidity. Conversely, changes in the market value of such securities are reflected in our earnings or other comprehensive income (loss) and will result in changes in our Liquidity.

Discussion of the three months ended March 31, 2025

The table below presents our Liquidity Analysis as of March 31, 2025 and December 31, 2024:


	March 31, 2025		December 31, 2024
(in thousands)
Cash and cash equivalents	$	966,357	$	711,584

Financial instruments owned, at fair value	179,730		186,197

Total	$	1,146,087	$	897,781

The $248.3 million increase in our Liquidity position from $897.8 million as of December 31, 2024 to $1,146.1 million as of March 31, 2025 was primarily related to the draw down of $350.0 million under the Revolving Credit Agreement. The remaining movement in Cash and cash equivalents balance is primarily due to share repurchases of $23.1 million, capitalized expenditures of $15.5 million, dividends to stock-holders of $9.9 million, tax payments and ordinary movements in working capital. Financial instruments owned at fair value decreased from $186.2 million as of December 31, 2024 to $179.7 million as of March 31, 2025 due to the sale of treasury bills during the three months ended March 31, 2025.

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Material movements in the Company’s Liquidity position from April 1, 2025 through May 9, 2025 included the following:

•$692.8 million net proceeds received from the issuance of the BGC Group 6.150% Senior Notes

•$550.0 million full repayment of the borrowings outstanding under the Revolving Credit Agreement

•$318.9 million of cash payments related to the acquisition of OTC Global, which had a total consideration of $325.0 million composed of $322.5 million in cash and $2.5 million in restricted shares of BGC Class A common stock

•$120.0 million loan to Cantor under the BGC Credit Agreement of which Cantor partially repaid $15.0 million

CREDIT RATINGS

As of March 31, 2025, our public long-term credit ratings and associated outlooks were as follows:


	Rating	Outlook
Fitch Ratings Inc.	BBB-	Stable
Standard & Poor’s	BBB-	Stable
Japan Credit Rating Agency, Ltd.	BBB+	Stable
Kroll Bond Rating Agency	BBB	Stable

Credit ratings and associated outlooks are influenced by a number of factors, including, but not limited to: operating environment, earnings and profitability trends, the prudence of funding and liquidity management practices, balance sheet size/composition and resulting leverage, cash flow coverage of interest, composition and size of the capital base, available liquidity, outstanding borrowing levels and the firm’s competitive position in the industry. A credit rating and/or the associated outlook can be revised upward or downward at any time by a rating agency if such rating agency decides that circumstances warrant such a change. Any downgrade in our credit ratings and/or the associated outlooks could adversely affect the availability of debt financing on terms acceptable to us, as well as the cost and other terms upon which we are able to obtain any such financing. In addition, credit ratings and associated outlooks may be important to customers or counterparties when we compete in certain markets and when we seek to engage in certain transactions. In connection with certain agreements, we may be required to provide additional collateral in the event of a credit ratings downgrade.

CLEARING CAPITAL

In November 2008, we entered into the Clearing Capital Agreement with Cantor to clear U.S. Treasury and U.S. government agency securities transactions on our behalf. In June 2020, the Clearing Capital Agreement was amended to cover Cantor providing clearing services in all eligible financial products to us and not just U.S. Treasury and U.S. government agency securities. Pursuant to the terms of this agreement, so long as Cantor is providing clearing services to us, Cantor shall be entitled to request from us cash or other collateral acceptable to Cantor in the amount reasonably requested by Cantor under the Clearing Capital Agreement or Cantor will post cash or other collateral on our behalf for a commercially reasonable charge. On June 7, 2024, we amended the Clearing Capital Agreement to modify the rate charged by Cantor for posting margin in respect of trades cleared on behalf of the Company to a rate equal to Cantor’s cost of funding such margin through a draw on a third party credit facility provided to Cantor for which the use of proceeds is to finance clearinghouse margin deposits and related transactions. The Clearing Capital Agreement amendment also assigned BGC Partners’ rights and obligations thereunder to BGC Group.

REGULATORY REQUIREMENTS

Our Liquidity and available cash resources are restricted by regulatory requirements applicable to our operating subsidiaries. Many of these regulators, including U.S. and non-U.S. government agencies and self-regulatory organizations, as well as state securities commissions in the U.S., are empowered to conduct administrative proceedings that can result in civil and criminal judgments, settlements, fines, penalties, injunctions, enhanced oversight, remediation, or other relief.

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The majority of our foreign subsidiaries are subject to regulation by the relevant authorities in the countries in which they do business. These subsidiaries may also be prohibited from repaying the borrowings of their parents or affiliates, paying cash dividends, making loans to their parent or affiliates or otherwise entering into transactions, in each case, which may result in a significant reduction in their regulatory capital position without prior notification or approval from their principal regulator. See Note 21—“Regulatory Requirements” to our unaudited Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for further details on our regulatory requirements.

As of March 31, 2025, $763.7 million of net assets were held by regulated subsidiaries. As of March 31, 2025, these subsidiaries had aggregate regulatory net capital, as defined, in excess of the aggregate regulatory requirements, as defined, of $437.3 million.

See “Regulation” included in Part I, Item 1 of our Annual Report on Form 10-K for the year ended December 31, 2024 for additional information related to our regulatory environment.

EQUITY

As of March 31, 2025, we had 378.1 million shares of BGC Class A common stock and 109.5 million shares of BGC Class B common stock outstanding. Additional disclosures regarding our accounting for stock transactions and unit redemptions are provided in Note 7—“Stock Transactions and Unit Redemptions” to the Company’s unaudited Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

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


			Three Months Ended March 31, 2025
Common stock outstanding1			479,166

RSUs and restricted stock (Treasury stock method)2			15,963
Other			6,383
Total			501,512

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1Common stock consisted of shares of BGC Class A common stock, shares of BGC Class B common stock and contingent shares of our Class A common stock for which all necessary conditions have been satisfied except for the passage of time. For the three months ended March 31, 2025, the weighted-average number of shares of BGC Class A common stock was 369.6 million, the weighted-average number of shares of BGC Class B common stock was 109.5 million, and the weighted-average number of contingent shares of our Class A common stock for which all necessary conditions have been satisfied except for the passage of time was 0.1 million.

2For the three months ended March 31, 2025, 16.0 million of potentially dilutive securities were not included in the computation of fully diluted EPS because their effect would have been anti-dilutive. Anti-dilutive securities for the three months ended March 31, 2025 included 15.6 million of participating RSUs and 0.4 million of participating restricted shares of BGC Class A common stock. Also as of March 31, 2025, 53.3 million shares of contingent BGC Class A common stock, non-participating RSUs, and non-participating restricted shares of BGC Class A common stock were excluded from fully diluted EPS computations because the conditions for issuance had not been met by the end of the period. The contingent BGC Class A common stock is recorded as a liability and included in “Accounts payable, accrued and other liabilities” in our unaudited Condensed Consolidated Statements of Financial Condition as of March 31, 2025.

Registration Statements

Our effective March 2021 Form S-3 Registration Statement was originally filed on March 8, 2021, with respect to the issuance and sale of up to an aggregate of $300.0 million of shares of BGC Class A common stock from time to time on a delayed or continuous basis. As of March 31, 2025, the Company had not issued shares of BGC Class A common stock under the March 2021 Form S-3. We also entered into the July 2023 Sales Agreement, under which we agreed to pay CF&Co 2% of the gross proceeds from the sale of shares. CF&Co is a wholly owned subsidiary of Cantor and an affiliate of BGC. For additional information on our CEO Program sales agreement, see Note 13—“Related Party Transactions” to our unaudited Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q.

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We intend to use the net proceeds of any shares of BGC Class A common stock sold under our CEO Program for general corporate purposes, including for potential acquisitions and repurchases of shares of BGC Class A common stock from executive officers and other employees of ours or our subsidiaries and of Cantor and its affiliates. Prior to the Corporate Conversion, we also used the net proceeds for redemption of LPUs and FPUs in BGC Holdings. Certain of such executive officers and other employees of ours or our subsidiaries and of Cantor and its affiliates will be expected to use the proceeds from such sales to repay outstanding loans issued by, or credit enhanced by, Cantor or BGC.

Our effective 2019 Form S-4 Registration Statement was originally filed on September 13, 2019, with respect to the offer and sale of up to 20 million shares of BGC Class A common stock from time to time in connection with business combination transactions, including acquisitions of other businesses, assets, properties or securities. As of March 31, 2025, the Company had issued an aggregate of 3.7 million shares of BGC Class A common stock under the 2019 Form S-4 Registration Statement.

Our effective DRIP Registration Statement was originally filed on June 24, 2011, with respect to the offer and sale of up to 10 million shares of BGC Class A common stock under the DRIP. As of March 31, 2025, the Company had issued 0.9 million shares of BGC Class A common stock under the DRIP.

Our effective Registration Statement on Form S-8 was originally filed on July 3, 2023 with respect to the offer and sale of up to 600 million shares of BGC Class A common stock under the BGC Group Equity Plan. The BGC Group Equity Plan provides for a maximum of 600 million shares of BGC Class A common stock that may be delivered or cash settled pursuant to the exercise or settlement of awards granted under the BGC Group Equity Plan. As of March 31, 2025, the limit on the aggregate number of shares authorized to be delivered under the BGC Group Equity Plan allowed for the grant of future awards relating to 434.2 million shares of BGC Class A common stock.

CONTINGENT PAYMENTS RELATED TO ACQUISITIONS

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

As of March 31, 2025, the Company has issued 2.3 million shares of BGC Class A common stock, 0.2 million of RSUs and paid $54.4 million in cash related to such contingent payments.

As of March 31, 2025, there are 0.1 million shares of BGC Class A common stock, including contingent shares for which all necessary conditions have been satisfied except for the passage of time and which are included in our computation of basic EPS, as well as 2.0 million shares of BGC Class A common stock which will be issued if related targets are met and $7.6 million in cash which will be issued if related targets are met, net of forfeitures and other adjustments.

LEGAL PROCEEDINGS

On March 9, 2023, a purported class action complaint was filed against Cantor, BGC Holdings, and Newmark Holdings in the U.S. District Court for the District of Delaware (Civil Action No. 1:23-cv-00265). The collective action, which was filed by seven former limited partners of the defendants on their own behalf and on behalf of other similarly situated limited partners, alleges a claim for breach of contract against all defendants on the basis that the defendants failed to make payments due under the relevant partnership agreements. Specifically, the plaintiffs allege that the non-compete and economic forfeiture provisions upon which the defendants relied to deny payment are unenforceable under Delaware law. The plaintiffs allege a second claim against Cantor and BGC Holdings for antitrust violations under the Sherman Act on the basis that the Cantor and BGC Holdings partnership agreements constitute unreasonable restraints of trade. In that regard, the plaintiffs allege that the non-compete and economic forfeiture provisions of the Cantor and BGC Holdings partnership agreements, as well as restrictive covenants included in partner separation agreements, cause anticompetitive effects in the labor market, insulate Cantor and BGC Holdings from competition, and limit innovation. The plaintiffs seek a determination that the case may be maintained as a class action, an injunction prohibiting the allegedly anticompetitive conduct, and monetary damages of at least $5.0 million. On April 28, 2023, the defendants filed a motion to dismiss the complaint. In response, the plaintiffs filed an amended complaint. On July 14, 2023, the defendants filed a motion to dismiss the amended complaint. The plaintiffs then filed a second amended complaint in March 2024. On December 2, 2024, the Court granted the defendants’ motion to dismiss the second amended complaint in its entirety. On December 16, 2024, the plaintiffs filed a notice of appeal to the Third Circuit Court of Appeals. The Company believes the lawsuit has no merit. However, as with any litigation, the outcome cannot be determined with certainty.

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Other legal proceedings

On February 16, 2024, an alleged Company stockholder, Martin J. Siegel, filed a putative class action lawsuit against Cantor Fitzgerald, L.P. and Mr. Howard W. Lutnick in the Delaware Court of Chancery, asserting that the Corporate Conversion was unfair to Class A stockholder of BGC Partners, Inc. because it increased Cantor’s percentage voting control over the Company. The suit is captioned Martin J. Siegel v. Cantor Fitzgerald, LP, C.A. 2024-0146-LWW. The defendants moved to dismiss the complaint on April 22, 2024. The motion was argued at a hearing on January 9, 2025. On April 10, 2025, the court issued its decision dismissing the complaint in full on the grounds that the plaintiff’s claim is derivative in nature and the plaintiff failed to make a demand on the Board or plead that such a demand was futile. While the plaintiff may appeal the court’s decision, the Company believes any such appeal would lack merit.

CERTAIN RELATED PARTY TRANSACTIONS

On April 4, 2025, Cantor borrowed $120.0 million from us under the BGC Credit Agreement. The borrowing rate as of April 4, 2025 was 6.17%. Cantor partially repaid us $15.0 million on April 14, 2025.

On April 2, 2025, BGC Group issued an aggregate of $700.0 million principal amount of BGC Group 6.150% Senior Notes. $0.4 million of underwriting fees were payable to CF&Co.

For additional information on our related party transactions, see Note 13—“Related Party Transactions” to our unaudited Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q.

MARKET SUMMARY

The following table provides certain volume and transaction count information for the quarterly periods indicated:


	March 31, 2025		December 31, 2024		September 30, 2024		June 30, 2024		March 31, 2024
Notional Volume (in billions)
Total Fully Electronic volume1	$	15,926	$	15,537	$	16,474	$	14,494	$	15,926
Total Hybrid volume	65,806		67,355		69,426		70,400		65,806
Total Fully Electronic and Hybrid volume	$	81,732	$	82,892	$	85,900	$	84,894	$	81,732
Transaction Count (in thousands, except for days)
Total Fully Electronic transactions1	4,639		5,750		4,955		4,381		4,639
Total Hybrid transactions	1,620		1,542		1,518		1,573		1,620
Total Fully Electronic and Hybrid transactions	6,259		7,292		6,473		5,954		6,259
Trading days	63		62		63		63		63

_____________________________________

1Includes Fenics Integrated.

Note: Certain information may have been recast with current estimates to reflect changes in reporting methodology. Such revisions have no impact on the Company’s revenues or earnings.

Fully Electronic volume, including new products, was $15.9 trillion for the three months ended March 31, 2025, compared to $15.9 trillion for the three months ended March 31, 2024. Our Hybrid volume for the three months ended March 31, 2025 was $65.8 trillion, compared to $65.8 trillion for the three months ended March 31, 2024.

OFF-BALANCE SHEET ARRANGEMENTS

In the ordinary course of business, we enter into arrangements with unconsolidated entities, including variable interest entities. See Note 14—“Investments” to our unaudited Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information related to our investments in unconsolidated entities.

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CRITICAL ACCOUNTING POLICIES AND ESTIMATES

A summary of our “Critical Accounting Policies and Estimates” is included in Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations of our Annual Report on Form 10-K for the year ended December 31, 2024. There were no significant changes made to the Company’s critical accounting policies from those reported in our Annual Report on Form 10-K for the year ended December 31, 2024.

RECENT ACCOUNTING PRONOUNCEMENTS

See Note 1—“Organization and Basis of Presentation” to our unaudited Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for information regarding recent accounting pronouncements.

CAPITAL DEPLOYMENT PRIORITIES, DIVIDEND POLICY AND REPURCHASE PROGRAM

BGC’s current capital allocation priorities are to use our liquidity to return capital to stockholders and to continue investing in the growth of our business. We have repurchased 3.2 million shares during the three months ended March 31, 2025.

Any dividends, if and when declared by our Board, will be paid on a quarterly basis. The dividend to our common stockholders is expected to be calculated based on a number of factors. No assurance can be made, however, that a dividend will be paid each quarter. The declaration, payment, timing, and amount of any future dividends payable by us will be at the sole discretion of our Board using the fully diluted share count.

We are a holding company, with no direct operations, and therefore we are able to pay dividends only from our available cash on hand and funds received from distributions from BGC U.S. OpCo and BGC Global OpCo. Our ability to pay dividends may also be limited by regulatory considerations as well as by covenants contained in financing or other agreements. In addition, under Delaware law, dividends may be payable only out of surplus, which is our net assets minus our capital (as defined under Delaware law), or, if we have no surplus, out of our net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year. Accordingly, any unanticipated accounting, tax, regulatory or other charges against net income may adversely affect our ability to declare and pay dividends. While we intend to declare and pay dividends quarterly, there can be no assurance that our Board will declare dividends at all or on a regular basis or that the amount of our dividends will not change.

OUR ORGANIZATIONAL STRUCTURE

Dual Class Equity Structure of BGC Group, Inc. We have a dual class equity structure, consisting of shares of BGC Class A common stock and BGC Class B common stock. We expect to retain and have no plans to change our dual class structure.

BGC Class A common stock. Each share of BGC Class A common stock is generally entitled to one vote on matters submitted to a vote of our stockholders. As of March 31, 2025, there were 431.4 million shares of BGC Class A common stock issued and 378.1 million shares outstanding. On June 21, 2017, Cantor pledged 10.0 million shares of BGC Class A common stock in connection with a partner loan program. On November 23, 2018, those shares of BGC Class A common stock were converted into 10.0 million shares of BGC Class B common stock and remain pledged in connection with the partner loan program, as amended and restated effective as of October 5, 2023 with such modifications thereto as necessary to reflect the Corporate Conversion.

From time to time, we may actively continue to repurchase shares of our Class A common stock including from Cantor, Newmark, our executive officers, other employees, partners and others.

BGC Class B common stock. Each share of BGC Class B common stock is generally entitled to the same rights as a share of BGC Class A common stock, except that on matters submitted to a vote of our stockholders, each share of BGC Class B common stock is entitled to 10 votes. The BGC Class B common stock generally votes together with the BGC Class A common stock on all matters submitted to a vote of our stockholders. As of March 31, 2025, Cantor and CFGM held an aggregate of 96.3 million shares of BGC Class B common stock, representing 88.0% of the outstanding shares of BGC Class B common stock and approximately 65.4% of our total voting power. As of March 31, 2025, Mr. Howard W. Lutnick and individuals related to Mr. Howard W. Lutnick owned 13.1 million shares of our outstanding Class B common stock, representing 12.0% of the outstanding shares of BGC Class B common stock and approximately 8.9% of our total voting power. Together, Cantor, CFGM, Mr. Howard W. Lutnick and individuals related to Mr. Howard W. Lutnick owned 109.5 million of the outstanding shares of BGC Class B common stock, representing 100% of the outstanding shares of BGC Class B common stock and approximately 74.3% of our total voting power.

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Shares of BGC Class B common stock are convertible into shares of BGC Class A common stock at any time in the discretion of the holder on a one-for-one basis. Accordingly, if Cantor, CFGM, Mr. Howard W. Lutnick and individuals related to Mr. Howard W. Lutnick converted all of their BGC Class B common stock into BGC Class A common stock on March 31, 2025, Cantor would have held 19.1% of the voting power of our outstanding capital stock, CFGM would have held 0.6% of the voting power, Mr. Howard W. Lutnick and individuals related to Mr. Howard W. Lutnick would have held 6.3% of the voting power, and the public stockholders would have held 74.0% of the voting power of our outstanding capital stock (and Cantor and CFGM’s indirect economic interests in BGC U.S. OpCo and BGC Global OpCo would remain unchanged).

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

As of May 9, 2025, the Company has issued approximately $16.8 million of BGC Group Class A common stock in connection with acquisitions since the Corporate Conversion.

Classes of Founding/Working Partner Interests and Limited Partnership Units Prior to the Corporate Conversion

Prior to the Corporate Conversion, our executives and front-office employees held partnership stakes in us and our subsidiaries and generally received their equity compensation through LPUs. Upon the closing of the Corporate Conversion, the BGC Holdings Limited Partnership Agreement was terminated, and the former stockholders of BGC Partners and former limited partners of BGC Holdings now participate in the economics of the BGC businesses through BGC Group. Following the Corporate Conversion, the equity portion of our compensation structure is no longer based upon the issuance of partnership units but instead based upon the use of equity awards, such as RSUs, issued under the BGC Group Equity Plan in order to incentivize and retain our employees, executive officers, and directors.

Prior to the Corporate Conversion, while BGC Holdings limited partnership interests generally entitled our partners to participate in distributions of income from the operations of our business, upon leaving BGC Holdings (or upon any other redemption or purchase of such limited partnership interests as described below) any such partners were only entitled to receive over time, and provided he or she did not violate certain partner obligations, an amount for his or her BGC Holdings limited partnership interests that reflected such partner’s capital account or compensatory grant awards, excluding any goodwill or going concern value of our business, unless Cantor, in the case of the Founding Partners, and we, as the general partner of BGC Holdings at that time, otherwise determined. Prior to the Corporate Conversion, we also had the right to effect redemptions of BGC Holdings LPUs and FPUs and concurrently grant shares of our Class A common stock, or to grant our partners the right to exchange their BGC Holdings limited partnership interests for shares of our Class A common stock (if, in the case of Founding Partners, Cantor so determined and, in the case of working partners and limited partnership unit holders, if we, as the BGC Holdings general partner at that time, with Cantor’s consent, determined otherwise) and thereby allowed them to realize any higher value associated with our Class A common stock. Similar provisions with respect to Newmark Holdings limited partnership interests are contained in the Newmark Holdings limited partnership agreement.

Limited partnership interests in BGC Holdings (prior to the Corporate Conversion) and Newmark Holdings (received in connection with the Spin-Off) consist of: (i) “founding/working partner units” held by limited partners who are employees of the relevant company; (ii) “limited partnership units,” which consist of a variety of units that are generally held by employees such as REUs, RPUs, PSUs, PSIs, PSEs, HDUs, U.K. LPUs, APSUs, APSIs, APSEs, AREUs, ARPUs and N Units; (iii) “Cantor units” which are the exchangeable limited partnership interests held by Cantor entities; and (iv) Preferred Units, which are working partner units that may be awarded to holders of, or contemporaneous with, the grant of certain limited partnership units. These Preferred Units carried the same name as the underlying unit, with the insertion of an additional “P” to designate them as Preferred Units. Such Preferred Units could not be made exchangeable into BGC Class A common stock and accordingly were not included in the fully diluted share count. Each quarter, the net profits of BGC Holdings were allocated to such Preferred Units at a rate of either 0.6875% (which is 2.75% per calendar year) of the allocation amount assigned to them based on their award price, or such other amount as set forth in the award documentation, before calculation and distribution of the quarterly BGC Holdings distribution for the remaining BGC Holdings units. The Preferred Units were not entitled to participate in BGC Holdings distributions other than with respect to the Preferred Distribution.

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Non-distributing partnership units, or N Units, carried the same name as the underlying unit with the insertion of an additional “N” to designate them as the N Unit type and were designated as NREUs, NPREUs, NLPUs, NPLPUs and NPPSUs. The N Units were not entitled to participate in BGC Holdings distributions, were not allocated any items of profit or loss and were not made exchangeable into shares of BGC Class A common stock. Subject to the approval of the Compensation Committee or its designee, certain N Units may have been converted into the underlying unit type (i.e., an NREU could be converted into an REU) and could then participate in BGC Holdings distributions, subject to terms and conditions determined by us as the general partner of BGC Holdings, in our sole discretion, including that the recipient continue to provide substantial services to us and comply with his or her partnership obligations.

BGC OpCos Partnership Structures

We are a holding company with no direct operations, and our business is operated through two operating partnerships, BGC U.S. OpCo, which holds our U.S. businesses, and BGC Global OpCo, which holds our non-U.S. businesses.

Prior to the Corporate Conversion, the limited partnership interests of the two operating partnerships were held by us and BGC Holdings, and the limited partnership interests of BGC Holdings were held by LPU holders, Founding Partners, and Cantor. We held the BGC Holdings general partnership interest and the BGC Holdings special voting limited partnership interest, which entitled us to remove and appoint the general partner of BGC Holdings, and served as the general partner of BGC Holdings, which entitled us to control BGC Holdings. BGC Holdings, in turn, held the BGC U.S. OpCo general partnership interest and the BGC U.S. OpCo special voting limited partnership interest, which entitled the holder thereof to remove and appoint the general partner of BGC U.S. OpCo, and the BGC Global OpCo general partnership interest and the BGC Global OpCo special voting limited partnership interest, which entitled the holder thereof to remove and appoint the general partner of BGC Global OpCo, and served as the general partner of BGC U.S. OpCo and BGC Global OpCo, all of which entitled BGC Holdings (and thereby us) to control each of BGC U.S. OpCo and BGC Global OpCo.

Since BGC Holdings held BGC U.S. OpCo limited partnership interests and BGC Global OpCo limited partnership interests, LPU holders, Founding Partners, and Cantor indirectly had interests in BGC U.S. OpCo limited partnership interests and BGC Global OpCo limited partnership interests. Further, in connection with the Separation and Distribution Agreement, limited partnership interests in Newmark Holdings were distributed to the holders of limited partnership interests in BGC Holdings, whereby each holder of BGC Holdings limited partnership interests who at that time held a BGC Holdings limited partnership interest received corresponding Newmark Holdings limited partnership interests equal in number to such holder’s BGC Holdings limited partnership interests divided by 2.2 (i.e., 0.4545 of a unit in Newmark Holdings). Accordingly, existing partners at the time of the Separation in BGC Holdings became partners in Newmark Holdings and received corresponding units issued at the applicable ratio. Thus, such partners received an indirect interest in Newmark OpCo.

As a result of a series of transactions prior to and in anticipation of the Corporate Conversion, all BGC Holdings units held by Newmark employees were redeemed or exchanged, in each case, for shares of BGC Class A common stock or cash. Upon the closing of the Corporate Conversion, the BGC Holdings Limited Partnership Agreement was terminated, we became the owner of all of the limited partnership interests of the two BGC operating partnerships, and the former stockholders of BGC Partners and former limited partners of BGC Holdings now participate in the economics of the BGC businesses through BGC Group.

Corporate Conversion

See “Overview and Business Environment” herein for information related to Corporate Conversion.

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Structure of BGC Group, Inc. as of March 31, 2025

The following diagram illustrates our organizational structure as of March 31, 2025. The diagram does not reflect the various subsidiaries of BGC Partners, BGC U.S. OpCo, BGC Global OpCo, or Cantor, or the noncontrolling interests in our consolidated subsidiaries. The diagram also does not reflect certain ownership of BGC Group as follows: (a) for purposes of economic percentages, 3.5 million shares of BGC Group Class A restricted common stock as these are not entitled to receive any dividends (however, these shares of BGC Group Class restricted common stock are included for voting power of BGC Group); (b) 4.1 million assumed RSUs; (c) 32.0 million RSUs converted from former partners’ units in BGC Holdings; (d) 32.7 million RSUs issued in relation to employee compensation; (e) 4.1 million contingent shares to be issued to terminated employees per their respective separation agreements; and (f) 0.1 million contingent shares issued in exchange for acquisition units.

1 Percentage includes restricted shares issued in exchange for former partners’ units in BGC Holdings.

2 BGC Partners is a wholly owned subsidiary of BGC Group and consolidated with other wholly and non wholly-owned subsidiaries.

3 Public Stockholders includes unrestricted shares of our Class A common stock owned by current employees due to an inability to track such shares once they leave the Company’s transfer agent, as well as the holdings of our former Chief Executive Officer, Mr. Howard W. Lutnick, as he has stepped down from his positions with the Company.

4 For the purposes of this diagram, Cantor includes Cantor Fitzgerald, L.P. and CFGM. Cantor Fitzgerald, L.P. owns 19.3% of the economics and 63.4% of the voting power in BGC Group. CFGM owns 0.6% of the economics and 2.0% of the voting power in BGC Group.

The diagram reflects the following activity of BGC Class A common stock from December 31, 2024 through March 31, 2025 as: (a) the restrictions released on 3.0 million shares of BGC Class A common stock; (b) 3.2 million shares of BGC Class A common stock repurchased by us; (c) 4.8 million shares of BGC Class A common stock issued for vested RSUs; (d) 0.4 million shares of BGC Class A common stock issued for contingent shares issued in exchange for acquisition units; (e) 0.2 million shares of BGC Class A common stock issued for contingent shares issued in exchange for former partners’ units in BGC Holdings; (f) 0.3 million shares of BGC Class A restricted common stock forfeited by former partners and employees; and (g) 1.9 million shares of BGC Class A common stock issued for compensation. 0.4 million shares of Class A common stock were issued by us under our acquisition shelf 2019 Form S-4 Registration Statement (Registration No. 333-233761) between December 31, 2024 and March 31, 2025; 16.3 million of such shares remain available for issuance by us under such Registration Statement. Also, an immaterial number of shares of Class A common stock were issued by us under our DRIP Registration Statement (Registration No. 333-173109) between December 31, 2024 and March 31, 2025; 9.1 million of such shares remain available for issuance by us under the DRIP Registration Statement.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Credit Risk

Credit risk arises from potential non-performance by counterparties and customers. BGC has established policies and procedures to manage its exposure to credit risk. BGC maintains a thorough credit approval process to limit exposure to counterparty risk and employs monitoring to control the counterparty risk from its matched principal and agency businesses. BGC’s account opening and counterparty approval process includes verification of key customer identification, anti-money laundering verification checks and a credit review of financial and operating data. The credit review process includes establishing an internal credit rating and any other information deemed necessary to make an informed credit decision, which may include correspondence, due diligence calls and a visit to the entity’s premises, as necessary.

Credit approval is granted subject to certain trading limits and may be subject to additional conditions, such as the receipt of collateral or other credit support. Ongoing credit monitoring procedures include reviewing periodic financial statements and publicly available information on the client and collecting data from credit rating agencies, where available, to assess the ongoing financial condition of the client.

In addition, BGC incurs limited credit risk related to certain brokerage activities. This counterparty risk relates to the collectability of the outstanding brokerage fee receivables. The review process includes monitoring both the clients and the related brokerage receivables. The review includes an evaluation of the ongoing collection process and an aging analysis of the brokerage receivables.

Principal Transaction Risk

Through its subsidiaries, BGC executes matched principal transactions in which it acts as a “middleman” by serving as counterparty to both a buyer and a seller in matching back-to-back trades. These transactions are then settled through a recognized settlement system or third-party clearing organization. Settlement typically occurs within one to three business days after the trade date. Cash settlement of the transaction occurs upon receipt or delivery of the underlying instrument that was traded. BGC generally avoids settlement of principal transactions on a free-of-payment basis or by physical delivery of the underlying instrument. However, free-of-payment transactions may occur on a very limited basis.

The number of matched principal trades BGC executes has continued to grow as compared to prior years. Receivables from broker-dealers, clearing organizations, customers and affiliated broker-dealers and Payables to broker-dealers, clearing organizations, customers and related broker-dealers on the Company’s unaudited Condensed Consolidated Statements of Financial Condition primarily represent the simultaneous purchase and sale of the securities associated with those matched principal transactions that have not settled as of their stated settlement dates. BGC’s experience has been that substantially all of these transactions ultimately settle at the contracted amounts, however, the ability to settle has the potential to be impacted by unforeseen circumstances.

Market Risk

Market risk refers to the risk that a change in the level of one or more market prices, rates, indices or other factors will result in losses for a specified position. BGC may allow certain of its desks to enter into unmatched principal transactions in the ordinary course of business and hold long and short inventory positions. These transactions are primarily for the purpose of facilitating clients’ execution needs, adding liquidity to a market or attracting additional order flow. As a result, BGC may have market risk exposure on these transactions. BGC’s exposure varies based on the size of its overall positions, the risk characteristics of the instruments held and the amount of time the positions are held before they are disposed of. BGC has limited ability to track its exposure to market risk and unmatched positions on an intra-day basis; however, it attempts to mitigate its market risk on these positions by strict risk limits, extremely limited holding periods and hedging its exposure. These positions are intended to be held short term to facilitate customer transactions. However, due to a number of factors, including the nature of the position and access to the market on which it trades, BGC may not be able to unwind the position and it may be forced to hold the position for a longer period than anticipated. All positions held longer than intra-day are marked to market.

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We also had Financial instruments owned, at fair value, of $179.7 million as of March 31, 2025. These include investments in equity securities, which are publicly-traded. Investments in equity securities carry a degree of risk, as there can be no assurance that the equity securities will not lose value and, in general, securities markets can be volatile and unpredictable. As a result of these different market risks, our holdings of equity securities could be materially and adversely affected. We may seek to minimize the effect of price changes on a portion of our investments in equity securities through the use of derivative contracts. However, there can be no assurance that our hedging activities will be adequate to protect us against price risks associated with our investments in equity securities. See Note 11—“Derivatives” and Note 12—“Fair Value of Financial Assets and Liabilities” to our unaudited Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for further information regarding these investments and related hedging activities.

Our risk management procedures and limits are designed to monitor and limit the risk of unintended loss and have been effective in the past. However, there is no assurance that these procedures and limits will be effective at limiting unanticipated losses in the future. Adverse movements in the securities positions or a downturn or disruption in the markets for these positions could result in a substantial loss. In addition, principal gains and losses resulting from these positions could on occasion have a disproportionate effect, positive or negative, on BGC’s unaudited Condensed Consolidated Financial Condition and Results of Operations for any particular reporting period.

Operational Risk

Our businesses are highly dependent on our ability to process a large number of transactions across numerous and diverse markets in many currencies on a daily basis. If any of our data processing systems do not operate properly or are disabled or if there are other shortcomings or failures in our internal processes, people or systems, we could suffer impairment to our liquidity, financial loss, a disruption of our businesses, liability to clients, regulatory intervention or reputational damage. These systems may fail to operate properly or become disabled as a result of events that are wholly or partially beyond our control, including cybersecurity incidents or other failures of our or third party information technology systems, a disruption of electrical or communications services or our inability to occupy one or more of our buildings. The inability of our systems to accommodate an increasing volume of transactions could also constrain our ability to expand our businesses.

In addition, despite our contingency plans, our ability to conduct business may be adversely impacted by a disruption in the infrastructure that supports our businesses and the communities in which they are located. This may include a disruption involving electrical, communications, transportation or other services used by us or third parties with whom we conduct business.

Further, our operations rely on the secure processing, storage and transmission of confidential and other information on our computer systems and networks. Although we take protective measures such as software programs, firewalls and similar technology to maintain the confidentiality, integrity and availability of our and our clients’ information, the nature of the threats continue to evolve. As a result, our computer systems, software and networks may be vulnerable to unauthorized access, loss or destruction of data (including confidential client information), account takeovers, unavailability or disruption of service, computer viruses, acts of vandalism, or other malicious code, cyber-attacks and other events that could have an adverse security impact. There have also been an increasing number of malicious cyber incidents in recent years in various industries, including ours. Any such cyber incidents involving our computer systems and networks, or those of third parties important to our businesses, could present risks to our operations.

Foreign Currency Risk

BGC is exposed to risks associated with changes in FX rates. Changes in FX rates create volatility in the U.S. dollar equivalent of the Company’s revenues and expenses. In addition, changes in the remeasurement of BGC’s foreign currency denominated financial assets and liabilities are recorded as part of its results of operations and fluctuate with changes in foreign currency rates. BGC monitors the net exposure in foreign currencies on a daily basis and hedges its exposure as deemed appropriate with highly rated major financial institutions.

The majority of the Company’s foreign currency exposure is related to the U.S. dollar versus the pound sterling and the euro. For the financial assets and liabilities denominated in the pound sterling and euro, including foreign currency hedge positions related to these currencies, we evaluated the effects of a 10% shift in exchange rates between those currencies and the U.S. dollar, holding all other assumptions constant. The analysis used the stress-tested scenario as the U.S. dollar strengthening against both the euro and against the pound sterling. If as of March 31, 2025, the U.S. dollar had strengthened against both the euro and the pound sterling by 10%, the currency movements would have had an aggregate negative impact on our net income of approximately $4.8 million.

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Interest Rate Risk

BGC had $1,149.5 million in fixed-rate debt outstanding as of March 31, 2025. These debt obligations are not currently subject to fluctuations in interest rates, although in the event of refinancing or issuance of new debt, such debt could be subject to changes in interest rates. As of March 31, 2025, BGC had $550.0 million of borrowings outstanding under its Revolving Credit Agreement. The Revolving Credit Agreement interest rate on borrowings is based on SOFR or a defined base rate plus additional margin. As of March 31, 2025, BGC did not have any borrowings outstanding under its BGC Credit Agreement. Borrowings under the BGC Credit Agreement bear interest at a rate equal to 25 basis points less than the applicable borrower’s borrowing rate under its revolving credit agreement with third party banks, or if FICC-GSD Margin Loans, at a rate equal to the overnight interest rate actually earned by the borrower or its affiliates on borrowings under the applicable FICC-GSD Margin Loan that are posted to clearinghouses or kept available for posting at clearinghouses. To assess exposure to interest rate risk, we evaluated the effect of a 1% shift in interest rates, holding all other assumptions constant. The analysis indicated that our consolidated net earnings for the three months ended March 31, 2025 would have declined by $0.5 million if interest rates increased by an additional 1%.

ITEM 4. 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 March 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 March 31, 2025.

Changes in Internal Control over Financial Reporting

During the three months ended March 31, 2025, 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.

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PART II—OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The information required by this Item is set forth in Note 19—“Commitments, Contingencies and Guarantees” to the Company’s unaudited Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q, and under the heading “Legal Proceedings” included in Part I, Item 2 of this Quarterly Report on Form 10-Q, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which are incorporated by reference herein.

ITEM 1A. RISK FACTORS

There have been no material changes to the risk factors previously disclosed under Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 3, 2025.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Our Class A common stock is traded on the Nasdaq Global Select Market under the symbol “BGC.” There is no public trading market for our Class B common stock, which is held by Cantor, CFGM, Mr. Howard W. Lutnick, and relatives of Mr. Howard W. Lutnick.

Our Board of Directors and our Audit Committee have authorized repurchases of our Class A common stock and redemptions of equity interests in our subsidiaries, including from Cantor, our executive officers, other employees, and others, including Cantor employees and partners. On October 30, 2024, the BGC Group Board and Audit Committee re-approved BGC Group’s share repurchase authorization in an amount up to $400.0 million. As of March 31, 2025 we had approximately $326.9 million remaining under this authorization and may continue to actively make repurchases or purchases, or cease to make such repurchases or purchases, from time to time.

The table below sets forth certain information regarding BGC’s repurchases of its common stock during the fiscal quarter ended March 31, 2025 (in thousands, except for price paid per share):


Period	Total Number of Shares Repurchased1	Weighted-Average Price Paid per Share		Total Number of Shares Repurchased Under Publicly Announced Program	Approximate Dollar Value of Shares That May Yet Be Repurchased Under the Program2
January 1, 2025—January 31, 2025	3,171	$	9.36	2,445
February 1, 2025—February 28, 2025	—	—		—
March 1, 2025—March 31, 2025	13	9.35		13
Total Repurchases	3,184	$	9.36	2,458	$	326,899

1 Includes an aggregate of 0.7 million shares withheld to satisfy tax liabilities due upon the vesting of restricted stock. The fair value of restricted shares vested but withheld to satisfy tax liabilities was $6.7 million at a weighted-average price of $9.06 per share. The average price paid per share for such share withholdings is based on the closing price per share on the vesting date of the restricted stock or, if such date is not a trading day, the trading day immediately prior to such vesting date.

2 Represents amount available under a repurchase program authorized by the Board and Audit Committee on October 30, 2024 up to an amount of $400.0 million for which there is no expiration date.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

None.

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ITEM 5. OTHER INFORMATION

10b5-1 Trading Arrangements

During the quarter ended March 31, 2025, none of the Company’s directors or executive officers informed the Company of the adoption or termination of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Regulation S-K, Item 408.

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ITEM 6. EXHIBITS

The exhibit index set forth below is incorporated by reference in response to this Item 6.


Exhibit Number						Exhibit Title
















4.1						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 the Registrant’s Current Report on Form 8-K filed with the SEC on April 2, 2025).

4.2						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 the Registrant’s Current Report on Form 8-K filed with the SEC on April 2, 2025).

4.3						Form of BGC Group, Inc. 6 ,150% Senior Notes due 2030 (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on April 2, 2025).

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

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

10.3						Amended and Restated Employment Agreement, dated February 18, 2025, by and between JP Aubin and BGC Brokers LP (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed with the SEC on February 19, 2025).

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

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

10.6						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 the Registrant’s Current Report on Form 8-K filed with the SEC on April 2, 2025).

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

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

31.3						Certification of the 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						Certification of the Co-Principal Executive Officer s and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101						The following materials from BGC Group’s Quarterly Report on Form 10-Q for the period ended March 31, 2025 are formatted in inline eXtensible Business Reporting Language (iXBRL): (i) the unaudited Condensed Consolidated Statements of Financial Condition, (ii) the unaudited Condensed Consolidated Statements of Operations, (iii) the unaudited Condensed Consolidated Statements of Comprehensive Income (Loss), (iv) the unaudited Condensed Consolidated Statements of Cash Flows, (v) the unaudited Condensed Consolidated Statements of Changes in Equity, and (vi) Notes to the unaudited Condensed Consolidated 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 Quarterly Report on Form 10-Q, formatted in Inline XBRL (included in Exhibit 101).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 to be signed on its behalf by the undersigned.


BGC Group, Inc.

By:			/S/ SEAN A. WINDEATT
Name:			Sean A. Windeatt
Title:			Co-Chief Executive Officer



By:			/S/ JASON W. HAUF
Name:			Jason W. Hauf
Title:			Chief Financial Officer

Date: May 12, 2025

[Signature page to the Quarterly Report on Form 10-Q for the period ended March 31, 2025 dated May 12, 2025.]

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