bgcp-20240930

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________________________________

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 September 30, 2024


☐			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)

___________________________________________________

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

☐

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 November 7, 2024, the registrant had 370,266,004 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)	18
	Condensed Consolidated Statements of Financial Condition—At September 30, 2024 and December 31, 2023	18
	Condensed Consolidated Statements of Operations—For the Three and Nine Months Ended September 30, 2024 and September 30, 2023	19
	Condensed Consolidated Statements of Comprehensive Income (Loss)—For the Three and Nine Months Ended September 30, 2024 and September 30, 2023	20
	Condensed Consolidated Statements of Cash Flows—For the Nine Months Ended September 30, 2024 and September 30, 2023	21
	Condensed Consolidated Statements of Changes in Equity—For the Three and Nine Months Ended September 30, 2024 and September 30, 2023	23

	Notes to Condensed Consolidated Financial Statements	27
ITEM 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	80
ITEM 3	Quantitative and Qualitative Disclosures About Market Risk	119
ITEM 4	Controls and Procedures	121
PART II—OTHER INFORMATION
ITEM 1	Legal Proceedings	122
ITEM 1A	Risk Factors	122
ITEM 2	Unregistered Sales of Equity Securities and Use of Proceeds	122
ITEM 3	Defaults Upon Senior Securities	122
ITEM 4	Mine Safety Disclosures	122
ITEM 5	Other Information	122
ITEM 6	Exhibits	123
Signatures		124

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

2023 Deed of Amendment			On July 12, 2023, Sean Windeatt executed a Deed of Amendment amending his existing Deed of Adherence with the U.K. Partnership regarding his employment

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

April 2008 distribution rights shares			Cantor’s deferred stock distribution rights provided to current and former Cantor partners on April 1, 2008

Aqua			Aqua Securities L.P., an alternative electronic trading platform, which offers new pools of block liquidity to the global equities markets and is a 49%-owned equity method investment of the Company and 51% owned by Cantor

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

Berkeley Point			Berkeley Point Financial LLC, previously a wholly owned subsidiary of the Company acquired on September 8, 2017 and contributed to Newmark in the Separation

Besso			Besso Insurance Group Limited, formerly a wholly owned subsidiary of the Company, acquired on February 28, 2017. Sold to The Ardonagh Group on November 1, 2021 as part of the Insurance Business Disposition

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

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TERM			DEFINITION
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 Derivative Markets			BGC Derivative Markets L.P.

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

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 6.600% 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

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TERM			DEFINITION
BGC Partners 5.375% Senior Notes			$450.0 million principal amount of 5.375% senior notes which matured on July 24, 2023 and were issued on July 24, 2018

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, BGC Partners 5.375% 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

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

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

Class B Issuance			Issuance by BGC Partners of 10,323,366 and 712,907 shares of BGC Class B common stock to Cantor and CFGM, respectively, in exchange for an aggregate of 11,036,273 shares of BGC Class A common stock under the Exchange Agreement, completed on November 23, 2018

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

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TERM			DEFINITION
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)

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 Transactions			The Corporation Conversion Transactions refers to the series of mergers described in the Corporate Conversion Agreement and related transactions

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

CRD			Capital Requirements Directive

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

DGCL			Delaware General Corporation Law

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

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TERM			DEFINITION
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

Ed Broking			Ed Broking Group Limited, formerly a wholly owned subsidiary of the Company, acquired on January 31, 2019 and sold to The Ardonagh Group on November 1, 2021 as part of the Insurance Business Disposition

EMEA			Europe, Middle East, and Africa

EMIR			European Market Infrastructure Regulation

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

ETR			Effective Tax Rate

EU			European Union

Exchange Act			Securities Exchange Act of 1934, as amended

Exchange Agreement			A letter agreement by and between BGC Partners, Cantor and CFGM, dated June 5, 2015, that, prior to the Corporate Conversion, granted Cantor and CFGM the right to exchange shares of BGC Class A common stock into shares of BGC Class B common stock on a one-to-one basis up to the limits described therein, which agreement was terminated in connection with the Corporate Conversion

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

FCA			Financial Conduct Authority of the U.K.

FCM			Futures Commission Merchant

FDIC			Federal Deposit Insurance Corporation

February 2012 distribution rights shares			Cantor’s deferred stock distribution rights provided to current and former Cantor partners on February 14, 2012

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

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TERM			DEFINITION
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			Fenics Markets Exchange, 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 Howard W. Lutnick (including any entity directly or indirectly controlled by Mr. 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

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

GDPR			General Data Protection Regulation

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

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TERM			DEFINITION
GILTI			Global Intangible Low-Taxed Income

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

GloBE Rules			Global Anti-Base Erosion Rules

GSD			Government Securities Division

GUI			Graphical User Interface

HDUs			LPUs with capital accounts, which are liability awards recorded in “Accrued compensation” in the Company’s 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

Insurance brokerage business			The insurance brokerage business of BGC, including Corant, Ed Broking, Besso, Piiq Risk Partners, Junge, Cooper Gay, Global Underwriting and Epsilon, which business was sold to The Ardonagh Group on November 1, 2021

Insurance Business Disposition			The sale of the Insurance brokerage business for $534.9 million in gross cash proceeds after closing adjustments, subject to limited post-closing adjustments, completed on November 1, 2021

IR Act			Inflation Reduction Act of 2022

July 2023 distribution shares			On July 2, 2023 Cantor distributed an aggregate of 15.8 million shares of BGC Class B common stock in satisfaction of its remaining deferred share distribution obligations pursuant to the April 2008 distribution rights shares and the February 2012 distribution rights shares.

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

LPA Amendment			On March 10, 2023, BGC Holdings entered into the Second Amendment to the BGC Holdings Limited Partnership Agreement which revised certain restrictive covenants pertaining to the “Partner Obligations” and “Competitive Activity”

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

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TERM			DEFINITION
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

March 2018 Form S-3 Registration Statement			CEO Program shelf Registration Statement on Form S-3 filed on March 9, 2018

March 2018 Sales Agreement			CEO Program sales agreement, by and between BGC Partners and CF&Co, dated March 9, 2018, pursuant to which BGC Partners could offer and sell up to an aggregate of $300.0 million of shares of BGC Class A common stock, which agreement expired in September 2021

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

MEA			Middle East and Africa region

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

NEX			NEX Group plc, an entity formed in December 2016, formerly known as ICAP and acquired by CME Group in November 2018

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

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TERM			DEFINITION
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

OCI			Other comprehensive income (loss), including gains and losses on cash flow and net investment hedges, unrealized gains and losses on available for sale securities (in periods prior to January 1, 2018), certain gains and losses relating to pension and other retirement benefit obligations and foreign currency translation adjustments

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

OTF			Organized Trading Facility, a regulated execution venue category introduced by MiFID II

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

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

Real Estate L.P.			CF Real Estate Finance Holdings, L.P., a commercial real estate-related financial and investment business controlled and managed by Cantor

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. The Revolving Credit Agreement provides for a maximum revolving loan balance of $375.0 million bearing interest at either SOFR or a defined base rate plus additional margin, with the right to increase the maximum revolving loan balance up to $475 million, subject to certain conditions being met, 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

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TERM			DEFINITION
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

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

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. 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

TDRs			Troubled Debt Restructurings

The Ardonagh Group			The Ardonagh Group Limited; the U.K.’s largest independent insurance broker and purchaser of BGC’s Insurance brokerage business completed on November 1, 2021

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.

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TERM			DEFINITION
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. Such statements are based upon current expectations that involve risks and uncertainties. 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.

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, inflation and the Federal Reserve’s responses thereto, 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, infrastructure spending, supply chain issues and 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 upcoming change in the U.S. presidential administration;

•market conditions and volatility, including fluctuations in interest rates and trading volume, 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, including the Corporate Conversion, 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 executive officers, any impact of Cantor’s results on our credit ratings and associated outlooks, any clearing 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 Company Debt Securities, CF&Co’s acting as a market maker in 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, including the combined impact of COVID-19 with the flu and other novel or seasonal illnesses, 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., 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 in those or other regions or jurisdictions and additional sanctions and regulations imposed by governments and related counter-sanctions, as well as potential changes in these factors as a result of the upcoming change in the U.S. presidential administration;

•the impact of U.S. government shutdowns or political impasses, including uncertainties regarding the debt ceiling and federal budget, 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 upcoming change in the 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, uncertainties regarding the debt ceiling and federal budget, responses to global inflation rates, and other potential political policies;

•our dependence upon our key employees, our ability to build out successful succession plans, the impact of absence due to illness or leave of certain key executive officers or employees and our ability to attract, retain, motivate and integrate new employees, as well as the competing demands on the time of certain of our executive officers who also provide services to Cantor, Newmark and various other ventures and investments sponsored by Cantor or otherwise 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 may impact our employment arrangements and awards if such ban ultimately comes into effect;

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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, 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 of 1940, as amended;

•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, as well as employment, regulatory, and other litigation and proceedings, and their related costs, including judgments, indemnities, fines, or settlements paid, reputational risk 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 systems 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;

•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, 2023, 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)


	September 30, 2024		December 31, 2023
Assets
Cash and cash equivalents	$	563,467	$	655,641
Cash segregated under regulatory requirements	20,033		17,255
Financial instruments owned, at fair value	211,026		45,792

Receivables from broker-dealers, clearing organizations, customers and related broker-dealers	1,172,822		350,036
Accrued commissions and other receivables, net	362,036		305,793
Loans, forgivable loans and other receivables from employees and partners, net	398,223		367,805
Loan receivable from related parties	150,000		—
Fixed assets, net	188,193		178,300
Investments	43,208		38,314
Goodwill	505,555		506,344
Other intangible assets, net	197,400		211,285
Receivables from related parties	5,458		2,717
Other assets	564,306		496,655

Total assets	$	4,381,727	$	3,175,937
Liabilities, Redeemable Partnership Interest, and Equity


Repurchase agreements	$	1,962	$	—
Accrued compensation	187,378		206,364
Payables to broker-dealers, clearing organizations, customers and related broker-dealers	998,528		202,266
Payables to related parties	15,359		17,456
Accounts payable, accrued and other liabilities	694,736		668,189
Notes payable and other borrowings	1,440,706		1,183,506

Total liabilities	3,338,669		2,277,781
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; 418,891,099 and 403,574,835 shares issued at September 30, 2024 and December 31, 2023, respectively; and 375,431,964 and 390,094,988 shares outstanding at September 30, 2024 and December 31, 2023, respectively	4,189		4,036
Class B common stock, par value $0.01 per share; 300,000,000 shares authorized; 109,452,953 shares issued and outstanding at both September 30, 2024 and December 31, 2023, respectively, convertible into Class A common stock	1,095		1,095
Additional paid-in capital	2,223,773		2,105,130
Treasury stock, at cost: 43,459,123 and 13,479,847 shares of Class A common stock at September 30, 2024 and December 31, 2023, respectively	(281,476)		(67,414)
Retained deficit	(1,041,840)		(1,119,182)
Accumulated other comprehensive income (loss)	(45,634)		(38,582)
Total stockholders’ equity	860,107		885,083
Noncontrolling interest in subsidiaries	182,951		13,073
Total equity	1,043,058		898,156
Total liabilities, redeemable partnership interest, and equity	$	4,381,727	$	3,175,937

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 September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Revenues:
Commissions	$	407,095	$	350,305	$	1,217,348	$	1,076,313
Principal transactions	93,551		84,725		304,839		294,537
Fees from related parties	5,106		3,723		14,170		11,742
Data, network and post-trade	32,661		27,797		94,376		81,919
Interest and dividend income	16,944		10,150		43,853		28,836
Other revenues	5,754		5,994		15,900		15,294
Total revenues	561,111		482,694		1,690,486		1,508,641
Expenses:
Compensation and employee benefits	271,307		233,087		834,139		743,688
Equity-based compensation and allocations of net income to limited partnership units and FPUs	85,690		69,268		247,978		277,285
Total compensation and employee benefits	356,997		302,355		1,082,117		1,020,973
Occupancy and equipment	45,195		40,028		126,960		121,681
Fees to related parties	8,251		7,046		23,475		23,477
Professional and consulting fees	20,184		13,734		47,248		44,254
Communications	30,416		29,222		90,596		84,974
Selling and promotion	17,376		14,939		51,861		44,875
Commissions and floor brokerage	17,539		14,755		52,345		46,181
Interest expense	25,125		20,780		66,812		56,436
Other expenses	26,955		22,030		54,847		47,759
Total expenses	548,038		464,889		1,596,261		1,490,610
Other income (losses), net:

Gains (losses) on equity method investments	2,360		2,094		6,894		6,568
Other income (loss)	4,276		3,967		44,852		1,221
Total other income (losses), net	6,636		6,061		51,746		7,789
Income (loss) from operations before income taxes	19,709		23,866		145,971		25,820
Provision (benefit) for income taxes	5,996		5,314		46,042		8,308
Consolidated net income (loss)	$	13,713	$	18,552	$	99,929	$	17,512
Less: Net income (loss) attributable to noncontrolling interest in subsidiaries	(1,034)		1,506		(1,856)		1,192
Net income (loss) available to common stockholders	$	14,747	$	17,046	$	101,785	$	16,320
Per share data (Note 6):
Basic earnings (loss) per share
Net income (loss) attributable to common stockholders	$	14,192	$	15,974	$	96,866	$	15,248
Basic earnings (loss) per share	$	0.03	$	0.03	$	0.20	$	0.04
Basic weighted-average shares of common stock outstanding	473,435		468,544		473,076		412,178
Fully diluted earnings (loss) per share
Net income (loss) for fully diluted shares	$	14,194	$	15,989	$	96,915	$	15,107
Fully diluted earnings (loss) per share	$	0.03	$	0.03	$	0.20	$	0.03
Fully diluted weighted-average shares of common stock outstanding	478,652		477,545		479,161		494,545

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 September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Consolidated net income (loss)	$	13,713	$	18,552	$	99,929	$	17,512
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments	4,522		(4,854)		(6,985)		129


Comprehensive income (loss)	18,235		13,698		92,944		17,641
Less: Comprehensive income (loss) attributable to noncontrolling interest in subsidiaries, net of tax	(786)		1,343		(1,789)		1,709
Comprehensive income (loss) attributable to common stockholders	$	19,021	$	12,355	$	94,733	$	15,932

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)


	Nine Months Ended September 30,
	2024		2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Consolidated net income (loss)	$	99,929	$	17,512
Adjustments to reconcile consolidated net income (loss) to net cash provided by (used in) operating activities:
Fixed asset depreciation and intangible asset amortization	60,745		60,117
Employee loan amortization and reserves on employee loans	44,752		35,645
Equity-based compensation and allocations of net income to limited partnership units and FPUs	247,978		277,285
Deferred compensation expense	37		38
Losses (gains) on equity method investments	(6,894)		(6,568)
Unrealized/realized losses (gains) on financial instruments owned, at fair value and other investments	(38,769)		914
Amortization of discount (premium) on notes payable	386		2,708
Impairment of fixed assets, intangible assets and investments	451		3,013
Deferred tax provision (benefit)	(3,087)		(22,678)
Change in estimated acquisition earn-out payables	499		723
Forfeitures of Class A common stock	(988)		(796)

Other	3,162		—
Consolidated net income (loss), adjusted for non-cash and non-operating items	408,201		367,913
Decrease (increase) in operating assets:

Financial instruments owned, at fair value	(166,714)		(5,562)
Receivables from broker-dealers, clearing organizations, customers and related broker-dealers	(824,559)		(614,776)
Accrued commissions receivable, net	(55,288)		(26,848)
Loans, forgivable loans and other receivables from employees and partners, net	(49,098)		(47,525)
Receivables from related parties	(2,894)		(4,570)
Other assets	(24,954)		6,348
Increase (decrease) in operating liabilities:
Repurchase agreements	1,962		—

Accrued compensation	(23,317)		(6,902)
Payables to broker-dealers, clearing organizations, customers and related broker-dealers	796,347		597,329
Payables to related parties	(2,097)		9,243
Accounts payable, accrued and other liabilities	5,873		(42,949)
Net cash provided by (used in) operating activities	$	63,462	$	231,701

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)


	Nine Months Ended September 30,
	2024		2023
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of fixed assets	$	(23,312)	$	(9,101)
Capitalization of software development costs	(31,412)		(33,946)

Proceeds from equity method investments	1,815		9,467
Payments for acquisitions, net of cash acquired	—		(26,502)
Purchase of investment carried under measurement alternative	(3,699)		—
Loan to related parties	(180,000)		—
Repayment of loan to related parties	30,000		—
Purchase of other assets	(498)		(399)
Net cash provided by (used in) investing activities	$	(207,106)	$	(60,481)

CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of long-term debt borrowings, net of deferred issuance costs	$	769,493	$	755,212
Repayments of long-term debt borrowings	(515,000)		(623,251)
Issuance of short-term borrowings from related parties	275,000		—
Repayment of short-term borrowings from related parties	(275,000)		—
Earnings distributions to limited partnership interests and other noncontrolling interests	(7,805)		(19,041)
Redemption and repurchase of equity awards	(97,332)		(102,494)
Dividends to stockholders	(24,443)		(12,267)
Repurchase of Class A common stock	(212,192)		(86,537)
Proceeds from sale of Cantor Units in BGC Holdings	—		11,539
Short term borrowings, net of repayments	—		(1,917)
Pre-acquisition cash capital contribution to Futures Exchange Group	—		(18,703)

Proceeds from non-controlling interests	171,667		—
Payments on acquisition earn-outs	(1,000)		—
Other	(26,667)		—
Net cash provided by (used in) financing activities	$	56,721	$	(97,459)
Effect of exchange rate changes on Cash and cash equivalents and Cash segregated under regulatory requirements	(2,473)		223


Net increase (decrease) in Cash and cash equivalents, and Cash segregated under regulatory requirements	(89,396)		73,984
Cash and cash equivalents and Cash segregated under regulatory requirements at beginning of period	672,896		502,010
Cash and cash equivalents and Cash segregated under regulatory requirements at end of period	$	583,500	$	575,994
Supplemental cash information:
Cash paid during the period for taxes	$	82,804	$	47,449
Cash paid during the period for interest	41,154		47,791
Supplemental non-cash information:
Issuance of Class A common stock upon exchange of limited partnership interests	$	—	$	45,868

Issuance of Class A and contingent Class A common stock and limited partnership interests for acquisitions	3,760		7,275
ROU assets and liabilities	16,709		27,075

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 September 30, 2024

(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, July 1, 2024	$	4,153	$	1,095	$	2,166,717	$	(217,097)	$	(1,046,827)	$	(49,908)	$	183,737	$	1,041,870
Consolidated net income (loss)	—		—		—		—		14,747		—		(1,034)		13,713
Other comprehensive income (loss), net of tax	—		—				—		—		4,274		248		4,522
Equity-based compensation, 2,986,183 shares	34		—		35,712		(4)		—		—		—		35,742
Dividends to common stockholders and participating RSU holders	—		—		—		—		(9,760)		—		—		(9,760)
Issuance of Class A common stock (net of costs), 100,219 shares	1		—		(243)		—		—		—		—		(242)
Repurchase of Class A common stock, 7,013,116 shares	—		—		—		(64,068)		—		—		—		(64,068)
Forfeiture of Class A common stock, 299,935 shares	—		—		170		(307)		—		—		—		(137)
Contributions of capital to and from Cantor for equity-based compensation	—		—		20,670		—		—		—		—		20,670
Issuance of Class A common stock and RSUs for acquisitions, 70,371 shares	1		—		596		—		—		—		—		597

Other	—		—		151		—		—		—		—		151
Balance, September 30, 2024	$	4,189	$	1,095	$	2,223,773	$	(281,476)	$	(1,041,840)	$	(45,634)	$	182,951	$	1,043,058

The accompanying Notes to the unaudited Condensed Consolidated Financial Statements

are an integral part of these financial statements.

Table of Contents

BGC GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

For the Nine Months Ended September 30, 2024

(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, 2024	$	4,036	$	1,095	$	2,105,130	$	(67,414)	$	(1,119,182)	$	(38,582)	$	13,073	$	898,156
Consolidated net income (loss)	—		—		—		—		101,785		—		(1,856)		99,929
Other comprehensive income (loss), net of tax	—		—		—		—		—		(7,052)		67		(6,985)
Equity-based compensation, 11,762,339 shares	145		—		121,173		(27)		—		—		—		121,291
Dividends to common stockholders and participating RSU holders	—		—		—		—		(24,443)		—		—		(24,443)
Issuance of Class A common stock (net of costs), 269,113 shares	2		—		(1,388)		—		—		—		—		(1,386)
Repurchase of Class A common stock, 26,264,523 shares	—		—		—		(212,158)		—		—		—		(212,158)
Forfeiture of Class A common stock, 972,567 shares	—		—		889		(1,877)		—		—		—		(988)
Contributions of capital to and from Cantor for equity-based compensation	—		—		20,788		—		—		—		—		20,788
Issuance of Class A common stock and RSUs for acquisition 542,626 shares	6		—		3,754		—		—		—		—		3,760
Contributions from FMX Equity Partners	—		—		—		—		—		—		171,667		171,667
Other	—		—		(26,573)		—		—		—		—		(26,573)
Balance, September 30, 2024	$	4,189	$	1,095	$	2,223,773	$	(281,476)	$	(1,041,840)	$	(45,634)	$	182,951	$	1,043,058


	For the three months ended September 30,				For the nine months ended September 30,
	2024		2023		2024		2023
Dividends declared per share of common stock	$	0.02	$	0.01	$	0.05	$	0.03