Earnings Per Share

3 Months Ended

Mar. 31, 2024

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,
	2024		2023
Basic earnings (loss) per share:
Net income (loss) available to common stockholders	$	49,210	$	18,978
Less: Dividends declared and allocation of undistributed earnings to participating securities	(2,832)		—
Net income (loss) attributable to common stockholders	$	46,378	$	18,978

Basic weighted-average shares of common stock outstanding	470,517		375,220
Basic earnings (loss) per share	$	0.10	$	0.05

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,
	2024		2023
Fully diluted earnings (loss) per share:
Net income (loss) attributable to common stockholders	$	46,378	$	18,978
Add back: Allocations of net income (loss) to limited partnership interests, net of tax	—		5,177
Add back: Allocations of undistributed earnings to participating securities	2,627		—
Less: Reallocation of undistributed earnings to participating securities	(2,588)		—
Net income (loss) for fully diluted shares	$	46,417	$	24,155
Weighted-average shares:
Common stock outstanding	470,517		375,220
Partnership units¹	—		120,451
Non-participating RSUs	—		4,008
Other2	7,456		1,388
Fully diluted weighted-average shares of common stock outstanding	477,973		501,067
Fully diluted earnings (loss) per share	$	0.10	$	0.05

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1Partnership units collectively include FPUs, LPUs, and Cantor units (see Note 2—“Limited Partnership Interests in BGC Holdings and Newmark Holdings” for more information).

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

For the three months ended March 31, 2024 and 2023, 17.0 million and an immaterial amount, 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, 2024 included 14.4 million participating RSUs and 2.6 million participating restricted stock awards.

As of March 31, 2024, approximately 60.2 million shares of contingent shares of BGC Class A common stock, non-participating RSUs and non-participating restricted stock awards were excluded from the fully diluted EPS computations because the conditions for issuance had not been met by the end of the period. As of March 31, 2023, approximately 45.7 million of contingent shares of BGC Class A common stock, N units, RSUs, and LPUs were excluded from the fully diluted EPS computations because the conditions for issuance had not been met by the end of the period.

Contingent shares excluded from the calculation of EPS included: shares promised in connection with acquisition earnout consideration whereby the acquired entity or entities are required to achieve a stated performance target defined in their respective acquisition agreements; other contingent share obligations which include agreements with terminated employees to deliver shares BGC Class A common stock over a set period of time post-termination in accordance with their respective partnership separation agreements; 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.