BGC 10-K & 10-Q changes, risk factors and insider trading

An investment in shares of our Class A common stock, the BGC Group Notes, the BGC Partners Notes, or our other securities or those of BGC Partners involves risks and uncertainties, including the potential loss of all or a part of your investment. The following are important risks and uncertainties that could affect our business, but we do not ascribe any particular likelihood or probability to them unless specifically indicated. Before making an investment decision to purchase our securities or those of BGC Partners, you should carefully read and consider all of the risks and uncertainties described below, as well as other information included in this Annual Report on Form 10-K, including Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations and the consolidatedConsolidated financialFinancial statementsStatements and related notes included herein. The occurrence of any of the following risks or additional risks and uncertainties that are currently deemed immaterial or unknown could materially and adversely affect our business, financial condition, liquidity, result of operations, cash flows or prospects.

Our business, financial condition, results of operations and prospects have been and may continue to be materially affected both positively and negatively by conditions in the global economy and financial markets generally.

Uncertain market, economic, and geopolitical conditions have in the past adversely affected, and may in the future adversely affect, our business. Such conditions and uncertainties include varying levels of economic output, fluctuating interest rates and the impact on trading volumes,rates, volatile inflation rates, employment levels, consumer confidence levels, geopolitical relationships and trade, fiscal and monetary policy. The legislative priorities and economic policies of the current presidential administration and Congress, including potential changes in interest rates and existing tax rates, may further change the regulatory and economic landscape. These conditions may directly and indirectly impact a number of factors in the global markets that may have a material positive or negative effect on our operating results, including the levels of trading, investing, and origination activity in the financial markets, the valuations of financial instruments, changes in interest rates, changes in benchmarks, changes in and uncertainty regarding laws and regulations, substantial fluctuations in volume and commissions on securities and derivatives transactions, the absolute and relative level of currency rates and the actual and the perceived quality of issuers, borrowers and investors. In addition, changes in monetary policy may affect the credit quality of our customers. Changes in domestic and international monetary policy are beyond our control and difficult to predict.

Our revenues and profitability have historically declined and are likely to decline significantly during past and future periods of low trading volume in the financial markets in which we offer our products and services.

•economic and geopolitical conditions and uncertainties in the United States, Europe, AsiaAsia, Latin America and elsewhere in the world, including government deficits, debt and possible defaults, austerity measures, tariffstariffs, other trade restrictions and changes in central bank and/or fiscal policies, including the level and timing of government debt issuances, purchases and outstanding amounts;

•possible political turmoil with respect to and between the U.S. government, the U.K., the EU and/or its member states, Hong Kong, China, Latin America or other major economies around the world;

•the effect of Federal Reserve Board and other central banks’ monetary policies, increasedand capitalchanging regulatory requirements for banks and other financial institutions, and other regulatory requirementsinstitutions;

•terrorism, war and other armed hostilities, including the conflict between Ukraine and Russia, conflicts in the Middle EastEast, Latin America, including recent conflicts in Venezuela, and other ongoing or new conflicts in those or other regions, and measures taken in response thereto, including sanctions imposed by governments and related countersanctions;

•volatility in the pricing of certain commodities, which may impact our ECS brokerage business; inflation and wavering institutional and consumer confidence levels in the economy;

•disagreement over the federal budget, which has caused or may cause the U.S. federal government to shut down or reduce funding for various initiatives for extended periods of time in recent years, and recent initiatives to reduce federal spending and headcount;

•the level and volatility of foreign currency exchange ratesrates, including the U.S. dollar, and trading in certain equity, debt and commodity markets;

•margin requirements, capital requirements, credit availability, global supply chain issues and other liquidity concerns.concerns; and

LowLower transaction volumes for any of our brokerage asset classes generally result in reduced revenues. Under these conditions, our profitability is adversely affected. In addition, although less common, some of our transaction revenues are determined on the basis of the value of transactions or on spreads. For these reasons, substantial decreases in trading volume, declining prices, and/or reduced spreads could have material adverse effects on our business, financial condition, results of operations and prospects.

Actions taken by central banks in major global economies, including with regards to interest rates, may have a material negative impact on our businesses.

In 2022 and 2023,Changes in response to significant inflationary pressures and inflationinterest rates in the U.S. as well as in other countries in which we operate, the Federal Reserve in the U.S. and other central banks in various countries raised interest rates, which, coupled with reduced government spending and volatility in financial markets,markets has had and may continue to have the effect of further increasing economic uncertainty and heightening related risks, including global currency fluctuations. While higher interest rates have had and are expected to continue to have a positive impact on our revenues, currencyCurrency fluctuations have affected, and may continue to affect, the reported value of our assets, liabilities, and cash flows. In 2024,2024 and 2025, the Federal Reserve in the U.S. and other central banks began lowering interest rates and may continue to do so in the future. Higher interest rates have had and may continue to have a positive impact on our revenues and business. If interest rates continue to lower, global FX volumes may slow or become muted, largelyin part because low interest rates in most major economies may make carry-trade strategies less appealing for FX market participants, which may have a negative impact on our business.

In 2025, the U.S. credit rating was downgraded by Moody’s Ratings due to concerns over rising national debt, political polarization leading to fiscal instability, and increased interest costs, among other reasons. Any further downgrades of the U.S. sovereign credit rating by one or more major credit rating agencies could have material adverse effects on financial markets and economic conditions in the U.S. and throughout the world. This in turn could have a material adverse impact on our business, financial condition, cash flows, results of operations, and prospects. The ultimate impacts of negative credit rating actions with respect to U.S. government obligations, on global financial markets and our business, financial condition, cash flows, results of operations, and prospects are unpredictable and may not be immediately apparent. Additionally, the negative impact on economic conditions and global financial markets from further sovereign debt matters with respect to the U.K., the EU and/or its member states, Japan, China or other major economies could further adversely affect our businesses, financial condition, cash flows, results of operations and prospects. Concerns about the sovereign debt of certain major economies have caused uncertainty and disruption for financial markets globally, and continued uncertainties loom over the outcome of various governments’ financial support programs and the possibility that EU member states or other major economies may experience similar financial troubles. Any further downgrades of the long-term sovereign credit rating of the U.S. or additional sovereign debt crises in major economies could cause disruption and volatility of financial markets globally and have material adverse effects on our business, financial condition, results of operations and prospects.

We may pursue opportunities including new business initiatives, strategic alliances,alliances and initiatives, acquisitions, mergers, investments, dispositions, joint ventures or other growth opportunities or transformational transactions (including hiring new brokers and salespeople), which could present unforeseen integration obstacles or costs and could dilutefail ourto stockholders.achieve anticipated benefits. We may also face competition in our acquisition strategy or new business plans, and such competition may limit such opportunities.

•increased focus on our Energy, Commodities and ShippingECS business, including regulatory, financial, and operational risks associated with these initiatives;

•integratingupdating administrative, operational, financial reporting, internal control, compliance, technology and other systems for strategic transactions, new businesses or recent acquisitions, including OTC Global;

•potential dependence upon, and exposure to liability, loss or reputational damage relating to systems, controls and personnelpersonnel, including those that are not under our control;

•exposure to potential unknown risks or liabilities of any acquired or new business, strategic alliance or joint venture that are significantly larger than we anticipate at the time of acquisition, and unforeseen increased expenses or delays associated with acquisitions, including costs in excess of the cash transition costs that we estimate at the outset of a transaction;

•reduction in availability of financing due to credit ratings downgrades or defaults by us,us in connection with these activities;

•a significant increase in the level of our indebtedness in order to generate, and adverse effects on our liquidity upon the deployment of, cash resources that may be required to effect acquisitions or establish new businesses;

•the cost of rebranding and the impact on our market awareness of dispositionsacquisitions or dispositions, or the formation of new businesses;

•the impact of any reduction in our assettotal baseassets resulting from dispositions on our ability to obtain financing or the terms thereof;

We will need to successfully manage the integration of recent and future acquisitions and future growth opportunities effectively. Such integration and additional growth may place a significant strain upon our management, administrative, operational, financial reporting, internal control and compliance infrastructure. Our ability to grow depends upon our ability to successfully hire, train, supervise and manage additional employees, expand our management, administrative, operational, financial reporting, compliance and other control systems effectively, allocate our human resources optimally, maintain clear lines of communication between our transactional and management functions and our finance and accounting functions, and manage the pressure on our management, administrative, operational, financial reporting, compliance and other control infrastructure. Additionally, managing future growth due to new geographic locations, markets and business lines may be difficult. We may not realize, or it may take an extended period of time to realize, the full benefits that we anticipate from new business, strategic alliances, acquisitions, joint ventures or other growth opportunities. There can be no assurance that we will be able to accurately anticipate and respond to the changing demands we will face as we integrate recent or future acquisitions and continue to expand our operations, and we may not be able to manage growth effectively or to achieve growth at all.

While we currently have limited offerings linked to cryptocurrencies in certain jurisdictions, we may expand the types of these offerings, the associated types of cryptocurrencies and the jurisdictions in which these offerings are offered. Specifically, BGC provides its cryptocurrency offerings through Lucera by providing connectivity, hosting and trading platformsplatforms. Additionally, BGC offers limited brokerage services for certain digital asset and throughother kACE2,cryptocurrency its analytics, pricing and distribution software.products.

In addition, cryptocurrency markets experienced significant price fluctuations in recent years, and may continue to experience periods of extreme volatility again in the future. Historically, several entities in the digital asset industry have been, and may continue to bebe, negatively affected,affected by such extreme volatility, including to the point of insolvency. If such events impact our cryptocurrency offerings, we may experience material adverse effects on our business, financial condition, results of operations and prospects in the future.

In the U.S., the SEC, CFTC, state and federal agencies are reviewing virtual currency businesses and have enacted or may enact regulations that restrict business activitiesactivities, andrequire holding certain reserves or requireimpose other regulatory requirements, potentially including requiring additional licenses to conduct certain businesses, and these regulations may be further affected by the policies of the current U.S. presidential administration. Domestically and internationally, existing and future regulations may negatively impact our ability to offer different products in different regions and/or negatively impact our ability to deal with certain customers depending on where they are located. If further or new licenses are required,required or other regulatory requirements imposed, domestically or internationally, it may take a considerable amount of time to obtain the necessary approvals from the respective regimes.regimes and compliance with the applicable regulatory requirements may prove burdensome. Any of these factors could have a material adverse effect on our business, financial condition, results of operations and prospects in the future.

We have debt, which could adversely affect our ability to raise additional capital and obtain or maintain favorable credit ratings, limit our ability to react to changes in the economy or our business, expose us to interest rate risk, and prevent us from meeting our obligationsother under our indebtedness.obligations.

•it may make it more difficult for us to satisfy other obligations; and

•it may increase the risk of a future downgrade of our credit ratings or otherwise impact our ability to obtain or maintain investment-grade credit ratings, which could increase future debt costs and limit the future availability of debt financing;financing.

We may not be able to borrow additional funds or refinance existing debt as needed to take advantage of business opportunities as they arise, pay cash dividends or repurchase shares of our Class A common stock. To the extent that we incur additional indebtedness or seek to refinance our existing debt,debt on less desirable terms than those we currently enjoy, the risks described above could increase. In addition, our actual cash requirements in the future may be greater than expected and may impact the rate at which we make payments of obligations or incur additional obligations. Our cash flow from operations may not be sufficient to service our outstanding debt or to repay outstanding debt as it becomes due, and we may not be able to borrow money, dispose of assets or otherwise raise funds on acceptable terms, or at all, to service or refinance our debt. There would be a material adverse effect on our business, financial condition, results of operations and prospects if we are unable to service our indebtedness or obtain additional financing or refinance our existing debt on terms acceptable to us.

Some of our borrowings have variable interest rates. As a result, increases in market interest rates have had and may continue to have a material adverse effect on our interest expense.

A continuedfuture rise in interest rates could further increase our cost of funds, which could reduce our net income. In an effort to limit our exposure to interest rate fluctuations, we may rely on interest rate hedging or other interest rate risk management activities. These activities may limit our ability to participate in the benefits of lower interest rates with respect to the hedged borrowings. Adverse developments resulting from changes in interest rates or hedging transactions could have a material adverse effect on our business, financial condition, results of operations and prospects.

Some of our borrowings will mature in the near future. The BGC Group 4.375% Senior Notes and BGC Partners 4.375% Senior Notes each mature on December 15, 2025, and collectively have an outstanding aggregate principal amount of $300.0 million; the BGC Group 8.000% Senior Notes and the BGC Partners 8.000% Senior Notes each mature on May 25, 2028, and collectively have an outstanding aggregate principal amount of $350.0 million; and the BGC Group 6.600% Senior Notes mature on June 10, 2029, and have an outstanding aggregate principal amount of $500.0 million. Our ability to meet our payment and other obligations under our debt depends on our ability to generate and maintain significant cash flow in the near future or to access alternate sources of liquidity. This, to some extent, is subject to general economic, financial, competitive, legislative and regulatory factors as well as other factors that are beyond our control. We cannot assure you that our business will generate cash flow from operations, or that additional capital will be available to us, in an amount sufficient to enable us to meet our payment obligations under our borrowings and to fund other liquidity needs. If we are not able to generate sufficient cash flow to service our debt obligations and ourare unable to refinance our obligations on terms or at interest rates acceptable to us at all, we may need to sell assets, reduce or delay capital investments, or seek to raise additional capital. If we are unable to implement one or more of these alternatives, our cash flow may be significantly reduced, which could have a material adverse effect on our business, financial condition, results of operations and prospects.

Our Revolving Credit Agreement containscontains, and future indebtedness may contain, restrictions that may limit our flexibility in operating our business.

Indebtedness that we may enter into in the future, if any, could also contain similar or additional covenants or restrictions. Any of these restrictions could limit our ability to adequately plan for or react to market conditions and could otherwise restrict certain of our corporate activities. Any material failure to comply with these covenants could result in a default under the Revolving Credit Agreement as well as instruments governing our future indebtedness. Upon a material default, unless such default were cured by us or waived by lenders in accordance with the Revolving Credit Agreement, the lenders under such agreement could elect to invoke various remedies under the agreement, including potentially accelerating the payment of unpaid principal and interest, terminating their commitments or, however unlikely, potentially forcing us into bankruptcy or liquidation. In addition, a default or acceleration under such agreement could trigger a cross default under other agreements, including potential future debt arrangements orarrangements, the BGC Group Notes andor BGC Partners Notes. No assurance can be given that our operating results will be sufficient to service our indebtedness or to fund all of our other expenditures or to obtain additional or replacement financing on a timely basis and on reasonable terms in order to meet these requirements when due.

Our credit ratings and associated outlooks are critical to our reputation and operational and financial success. Our credit ratings and associated outlooks are influenced by a number of factors, including: our operating environment, regulatory environment, earnings and profitability trends, the rating agencies’ view of our 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, our competitive position in the industry, our relationships in the industry, our relationship with Cantor, acquisitions or dispositions of assets and other matters. 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 of that company or related companies warrant such a change. Any adverse ratings change or a downgrade in the credit ratings of BGC, Cantor or any of their other affiliates, and/or the associated ratings outlooks could adversely affect the availability of debt financing to us on acceptable terms, as well as the cost and other terms upon which we may obtain any such financing. In addition, our credit ratings and associated outlooks may be important to clients of ours in certain markets and in certain transactions. A company’s contractual counterparties may, in certain circumstances, demand collateral in the event of a credit ratings or outlook downgrade of that company. Further, interest rates payable on our future or our and BGC Partners’ currently outstanding debt may increase in the event that our ratings decline; for example, under the terms of our and BGC Partners’ outstanding senior notes, a downgrade in our credit ratings by both Fitch Ratings Inc. and Standard & Poor’s would lead to an increase in the interest rates payable on those notes.

As of December 31, 2024,2025, BGC Group’s public long-term credit ratings were BBB- from Fitch Ratings Inc. and S&P Global Ratings, BBB from Kroll Bond Rating Agency and BBB+ from Japan Credit Rating Agency, Ltd. and the associated outlooks on all the ratings were stable. No assurance can be given that theour credit ratings will remain unchanged in the future. Any negative change to our credit ratings and associated outlooks may restrict our ability to raise additional capital or refinance debt on favorable terms, and any resulting impacts on our funding access, liquidity or perceived creditworthiness among our clients, counterparties, lenders, investors or other market participants could have a material adverse effect on our business, financial condition, results of operations and prospects. See “—Credit Risk— Credit ratings downgrades or defaults by us, Cantor or another large financial institution could adversely affect us or financial markets generally.”

OurPotential acquisitions and new businesses may require significant cash resources and may lead to a significant increase in the level of our indebtedness.

Future or pending acquisitions and the formation of new businesses may require significant cash resources and lead to a significant increase in the level of our indebtedness. We may enter into short- or long-term financing arrangements in connection with acquisitions which may occur from time to time. In addition, we may incur substantial non-recurring transaction costs, including break-up fees, and assume new liabilities and expenses. Under the terms of our existing debt, we are permitted under certain circumstances to incur additional debt, grant liens on our assets to secure existing or future debt, recapitalize our debt or take a number of other actions that could have the effect of diminishing our ability to make payments on our debt when due. The increased level of our consolidated indebtedness in connection with potential acquisitions may restrict our ability to raise additional capital on favorable terms, and such leverage, and any resulting liquidity or credit issues, could have a material adverse effect on our business, financial condition, results of operations and prospects. To the extent that we borrow additional funds, the terms of such borrowings may include higher interest rates, more stringent financial covenants, change of control provisions, make-whole provisions or other terms that could have a material adverse effect on our business, financial condition, results of operations and prospects.

We may not have the funds necessary to repurchase the BGC Group 4.375% Senior Notes, the BGC Group 8.000% Senior Notes, the BGC Group 6.600% Senior Notes, or the outstanding BGC PartnersGroup 6.150% Senior Notes upon a change of control triggering event as required by the indentures governing these notes.

Upon the occurrence of a “change of control triggering event” (as defined in the indentures governing the BGC Group 4.375% Senior Notes, the BGC Group 8.000% Senior Notes, the BGC Group 6.600% Senior Notes, and the outstanding BGC PartnersGroup 6.150% Senior Notes), unless we have exercised our right to redeem such notes, holders of the notes will have the right to require us to repurchase all or any part of their notes at a price in cash equal to 101% of the then-outstanding aggregate principal amount of the notes repurchased plus accrued and unpaid interest, if any. There can be no assurance that we would have sufficient, readily available financial resources, or would be able to arrange financing, to repurchase the BGC Group 4.375% Senior Notes, the BGC Group 8.000% Senior Notes, the BGC Group 6.600% Senior Notes, or the BGC PartnersGroup senior6.150% notesSenior Notes upon a “change of control triggering event.” A failure by us to repurchase the notes when required would result in an event of default with respect to the notes. In addition, such failure may also constitute an event of default and result in the effective acceleration of the maturity of our other then-existing indebtedness.

The requirement to offer to repurchase the BGC Group 4.375%8.000% Senior Notes, the BGC GroupPartners 8.000% Senior Notes, the BGC Group 6.600% Senior Notes, or the BGC PartnersGroup senior6.150% notesSenior Notes upon a “change of control triggering event” may delay or prevent an otherwise beneficial takeover attempt of us.

The requirement to offer to repurchase the BGC Group 4.375%8.000% Senior Notes, the BGC GroupPartners 8.000% Senior Notes, the BGC Group 6.600% Senior Notes, or the BGC PartnersGroup senior6.150% notesSenior Notes upon a “change of control triggering event” may in certain circumstances delay or prevent a takeover of us and/or the removal of incumbent management that might otherwise be beneficial to investors in our Class A common stock.

•macroeconomic and other challenges and uncertainties, including those resulting from the conflict between Ukraine and Russia, conflicts in the Middle EastEast, Latin America 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, newglobal ortrade increasedrelations, volatility in 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,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 volume,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 enter and succeed in 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 successfully incorporate internally generated, acquired or third-party 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;

•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, and with the U.S. government or governmental entities, 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 underfrom ourtime CEOto Program or other offerings,time, 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 businessesand new businesses, their technology, personnel and their operations and back officeback-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 new, acquired or to be acquired businesses, as well as increased costs resulting from such businesses and our ability to control those and related costs, including with respect to the OTC Global acquisition;

•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),countries, 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, Latin America, other ongoing or new conflicts or other international tensions, hostilities and instability in those or other regions or jurisdictions andjurisdictions, 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 any full or partial 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 policy, 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 but not limited to the OBBBA, changes in tax rates, interpretations of tax law, the impact of potential changes in U.K. tax rates and amendments to the application of National Insurance rules which impact our U.K. Partnership and its members, 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 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 effectotherwise;

•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 vehiclesvehicles, costs associated with alterations to and collectability of loan balances owed to us by employees, the BGC OpCos or others;

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

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

•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 and technology professionals;

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

•the impact of our ESGCorporate Responsibility 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 ESGCorporate Responsibility or “sustainability” policies;

The foregoing risks and uncertainties, as well as those risks and uncertainties discussed under the headings Part I, “Item 1A—Risk Factors,” and Part II, “Item 7A—Quantitative and Qualitative Disclosures About Market Risk” and elsewhere in this Annual Report on Form 10‑K, may cause actual results and events to differ materially from the forward-looking statements.

We are a leading global marketplace, data, and financial technology company thatacross specializesthe ECS and financial markets. We specialize in the brokerage and trade execution of a broad range of ECS products, including listed derivatives and physical commodities in the oil and refined, and environmental and energy transition, markets, as well as ship chartering. Additionally, we provide brokerage services across fixed income securities such as government bonds,bonds and corporate bonds, and other debt instruments, as well as related interest rate derivatives and credit derivatives. Additionally, we provide brokerage services acrossderivatives, foreign exchange, energy, commodities, shipping, equities,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 severalmultiple trade execution, market data and information services, 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 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.

As of December 31, 2024,2025, we had 2,1612,510 brokers, salespeople, managers, technology professionals and other front-office personnel across our businesses.

As a result of the Corporate ConversionConversion, 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. As of February 27, 2026 we have issued approximately $19.4 million of BGC Class A common stock in connection with acquisitions since the Corporate Conversion;

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.

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

On September 23, 20242024, FMX Futures Exchange launched the trading of SOFR futures, the largest notional futures contract in the world. TheOn May 18, 2025, FMX Futures Exchange also launched with five FCMs, Goldman Sachs, J.P. Morgan, Marex, RBC, and Wells Fargo. FMX expects to have at least 10 FCMs connected before the launchtrading of U.S. Treasury futures aroundcontracts, theinitially endwith of2-year theand first5-year quarter of 2025.contracts.

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 fullyFully electronicElectronic 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, FenicsFMX GO, Lucera,FX, FMX FX,Futures Exchange, Lucera, PortfolioMatch 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 fullyFully electronicElectronic 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 hybridHybrid and fullyFully electronicElectronic execution, and we continually work with our customers to expand such trading across more asset classes and geographies.geographies, but we will ultimately defer to client preference on execution method.

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 theinnovative kinds of technology favored by our customers.technology. Regulation across banking, capital markets, and OTC derivatives has accelerated the adoption of fullyFully electronicElectronic 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.

Revenues in our Fenics businesses increased 8.6%15.4% to $142.1$163.9 million in the fourth quarter of 20242025 and 9.4%15.5% to $570.8$659.5 million for the year ended December 31, 2024,2025, in each caseas compared to the prior year period.periods.

Within our Fenics businesses, Fenics Markets revenue grew 6.4% to $116.7$136.7 million in the fourth quarter of 20242025 and 6.6% to $476.0$553.4 million for the year ended December 31, 2024,2025, inrespectively, each case compared to the prior year period. Fenics Markets growth wasprimarily driven by higher electronic trading volumes across Rates products and Foreignincreased Exchange,Fenics asMarket wellData as higher market data revenues, partially offset by lower credit volumes.revenues.

Fenics brokerageGrowth revenuesPlatforms increasedrevenue by 8.2%grew to $109.5$27.2 million in the fourth quarter of 20242025 and 8.2% to $443.7$106.1 million for the year ended December 31, 2024,2025, primarily driven by FMX and Lucera, partially offset by lower post-trade revenues due to the sale of our Capitalab business in each case over the priorfourth yearquarter period.of 2024.

On October 1, 2024,2025, the Company completed the acquisition of Sage,Macro anHive, energya provider of global macro market analytics and environmentalstrategy. brokerage firm. ThisThe acquisition willof expandMacro Hive expands BGC’s energygrowing brokerageagency business that services ininstitutional theclients U.S.by integrating Macro Hive’s artificial intelligence-driven technology across our Rates and supportFX BGC’smarkets within our global growthbroking effortsand acrossexecution ECS.platform.

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 and six months ended MarchJune 31,30, 2026 and 2025. 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.

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 company 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 MarchJune 31,30, 2026, we had 2,4872,467 brokers, salespeople, managers, and other front-office personnel across our businesses.

On September 23, 2024, FMX Futures Exchange launched the trading of SOFR futures, the largest notional futures contract in the world. On May 18, 2025, FMX Futures Exchange also launched the trading of U.S. Treasury futures contracts, initially with 2-year and 5-year contracts.contracts, and on August 3, 2026, we listed the remaining tenors across the full curve, supporting further growth in trading volumes and open interest on the exchange.

We expect to benefit from the continued trend towards electronic trading, increased demand for market data, and the need for increasedgreater 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 19.8%,14.3% to $206.9$186.2 million, and 17.2% to $393.1 million, for the three and six months ended MarchJune 31,30, 2026, respectively, as compared to the prior year period.periods.

Within our Fenics businesses, Fenics Markets revenue grew to $176.7$152.8 million,million in the firstsecond quarter of 2026, driven by higher electronic trading volumes across Rates, Credit, and Foreign Exchange and increased Fenics Market Data revenues. Excluding kACE, Fenics Markets grew by 24.1%16.5% in the firstsecond quarter of 2026 as compared to the prior year period.

Fenics Growth Platforms revenue grew to $30.2$33.4 million in the firstsecond quarter of 2026, primarily driven by FMX, PortfolioMatch, and Lucera.

We continue to invest in our Fenics Growth Platforms, and notable highlights for the firstsecond quarter of 2026 compared to the prior year period include:

•FMX UST generated record quarterlysecond quarter ADV of $89.7$79.4 billion, 51%17% higher compared to last year. FMX UST grew its first-quartersecond-quarter central limit order book market share to 41%,42%, up from 39%41% last quarter and 33%35% ain the prior year ago. In March, ADV reached $107.0 billion, the highest monthly ADV in FMX UST’s history.period.

•FMX Futures Exchange delivered another quarter of significant growth.growth, SOFRwith ADV climbedof toapproximately more than 39,00054,000 contracts in the firstsecond quarter of 2026, up from 2,200over 3,000 contracts from a year ago,ago. whileSOFR quarter-endADV openrebounded interest reached approximately 143,000 contracts, compared to 8,000strongly in theJune, priorfollowing yearreduced period.Iran-driven volatility, achieving a monthly record of more than 59,000 contracts. FMX’s U.S. Treasury futures developedcontinued momentumto scale in April, with volume building throughout the monthsecond toquarter, averaging more than 15,000 contracts per day. Total open interest ended at more than 140,000 contracts, up from approximately 22,000 contracts a newyear high of approximately 30,000 contracts on April 29, 2026.ago.

•FMX FX ADV increased by 42%16% to a record $20.5$18.0 billion in the second quarter of 2026, driven by strongcontinued growth across spot FX and non-deliverable forward volumes, resulting in continued market share gains.

•Lucera, Fenics’ network business providing critical real-time trading infrastructure to the capital markets, grew revenues by 22.8%15% in the firstsecond quarter. Growth wasquarter, led by continued momentum in its FX offering and increasingthe client adoption across Fixed Income solutions, including U.S. Treasuries and Futures. Looking ahead, a pipelineonboarding of newseveral products across both FX and Fixed Income is set to come online, which is expected to provide meaningful sources oflarge new incremental growth.clients.

Data, network and post-trade revenues increased by 6.1%3.4% compared to the firstsecond quarter of 2025 to $34.5$36.7 million. This growth was primarily driven by Lucera and Fenics Market Data, partially offset by lower revenues due to the sale of BGC’s kACE business in the fourth quarter of 2025. Excluding kACE, Data, network and post-trade revenues grew by 23.2%.18.6%.

Fenics brokerage revenues increased by 23.1%17.4% to $172.5$149.5 million in the firstsecond quarter of 2026 over the prior year period driven by higher electronic trading volumes across Rates, Credit, and Foreign Exchange.

We did not complete any acquisitions during either the threesix months ended MarchJune 31,30, 20262026. orThere was one acquisition completed by the Company during the six months ended June 30, 2025.

On October 1, 2025, we completed the acquisition of Macro Hive, a provider of global macro market analytics and strategy. The acquisition of Macro Hive expands BGC’s growing agency business that services institutional clients by integrating Macro Hive’s artificial intelligence-drivenAI-driven technology across our Rates and FX markets within our global broking and execution platform.

On April 1, 2025, we completed the acquisition of OTC Global. OTC Global 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 Global’s complementary product suite, ECS became our largest asset class, positioningestablishing us as the world’s largest ECS broker by revenue and making BGC a more comprehensive and diversified company. The amount of revenue from OTC Global included in our unaudited Condensed Consolidated Statements of Operations during the three months ended March 31, 2026 is $138.4 million.

On December 31, 2025, we sold kACE, a leading provider of real-time pricing and advanced analytics platforms for complex FX derivatives, to smartTrade. smartTrade acquired kACE for up to $119.0 million, subject to limited post-closing adjustments. This includes initial consideration of $80.0 million, with up to an additional $39.0 million in contingent cash consideration. The up to $39.0 million in contingent cash consideration was excluded from the initial gain on the divestiture and will be recognized in income if and when it is realized and earned. AsDuring athe resultthree ofand thissix sale,months ended June 30, 2026, we recognized a $66.7$20.0 million gain, which is includedgain in “Gainsconnection (losses)with onthe divestiturescontingent cash consideration from the sale of kACE that was realized and sales of investments” in our audited Consolidated Statements of Operationsearned during the year ended December 31, 2025.period.

We built on last year’s $25 millionOur cost reduction program, whichprogram is now expected to result in approximately $35 million of annualized cost savings. We will continue to identify and execute cost savings throughout 2026. These expected savings are subject to risks and uncertainties, and actual results may differ. We will continue to monitor the impact of this program on our financial position and results of operations. In connection with the cost reduction program, the Companywe recorded compensation charges of $16.3$18.7 million for the threesix months ended MarchJune 31,30, 2026. These charges primarily relate to the termination or modification of certain employment contracts and the accelerated expense recognition of certain employee loans. These charges are reflected in “Compensation and employee benefits” in our unaudited Condensed Consolidated Statements of Operations for the threesix months ended MarchJune 31,30, 2026. During the threesix months ended MarchJune 31,30, 2026, we made cash payments totaling $11.1$12.3 million in connection with the cost reduction program, representing a portion of the $16.3$18.7 million of charges recognized during the period.

In February 2022, the U.S., U.K., EU, and other countries imposed sanctions on Russian counterparties, and as a result, we ceased trading with those clients. During both the three and six months ended MarchJune 31,30, 20262026, and 2025, the Companywe did not record any additional reservesprovision associatedfor withexpected potentialcredit losses associated with Russia’s Invasion of Ukraine. During both the three and six months ended June 30, 2025, we recognized a benefit of $4.4 million from the release of previously recorded allowances for expected credit losses associated with Russia’s Invasion of Ukraine, which was included in “Other expenses” in our unaudited Condensed Consolidated Statements of Operations. See Note 25—“Current Expected Credit Losses (CECL)” for additional information.

Management performed Pillar 2 calculations for the necessary jurisdictions for the firstsecond quarter of 2026 and determined that the minimum global effective tax did not have a material impact on our firstsecond quarter 2026 tax rate.

During the three months ended MarchJune 31,30, 2026, industry volumes were generally higher across ECS, Rates, FX, Credit,Credit and Equities compared to the prior year period. Secondary market trading volumes were mixed across Rates and Foreign Exchange and generally lower across ECS. BGC’s brokerage revenues were up by 46.7%7.2% year-over-year in the quarter, reflecting growth across all asset classes and geographies.classes.

ECS volumes were higherlower during the firstsecond quarter of 2026 compared to the prior year period. CMECME’s and ICE energy futures and options volumes were updown 37%13% and 32%,21%, respectively, compared to the prior year period. In comparison, BGC’s ECS revenues increased 120.1%,5.3%, compared to the prior year period, to $330.0$275.5 million, driven by OTC Global and strong organic growth across theour broadershipping, energy complexenvironmental, and shippingcommodities businesses.businesses, Excludingpartially OTC Global, ECS revenues grewoffset by 31.1%lower comparedoil and refined product volumes due to disruptions caused by the priorStrait yearof period.Hormuz closure.

Rates volumes were highermixed during the firstsecond quarter of 2026 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 16%5% compared to the prior year period. Over the same time period, listed products on CME and ICE were down 6% and up 24%, respectively, and OTC interest rate derivative volumes traded on SEF were up 32%22% compared to the firstsecond quarter of 2025, according to Clarus. In comparison, our overall Rates revenues were up 27.5%10.6% as compared to a year earlier, to $256.2$221.9 million.

Global foreign exchange volumes were highermixed during the firstsecond quarter of 2026 compared to the prior year period. Volumes for CME EBS spot FX were down 9% and Cboe FX wereincreased upby 8% and 34%,6%, respectively. Volumes for FX Options were up 1%3% compared to the prior year period, according to Clarus. In comparison, our overall FX revenues increased by 19.1%,9.4%, compared to the prior year period, to $131.0$118.7 million.

Our Credit business is impacted by the level of global corporate bond issuance and interest rates. Credit volumes were higher during the firstsecond quarter of 2026 compared to the prior year period. FINRA TRACE average daily volume for U.S. Investment Grade was up 18%13% and U.S. High Yield was up 9%1% according to Bloomberg, compared to the prior year period. In comparison, our overall Credit revenues increased by 8.2%,5.4%, compared to the prior year period, to $94.1$79.3 million.

Global equity volumes were generally higher during the firstsecond quarter of 2026 compared to the prior year period. According to the Securities Industry and Financial Markets Association, the average daily volume of U.S. cash equities was up 27%10% as compared to a year earlier. Over the same timeframe, the average daily volume of U.S. options was up 18%,27%, according to the OCC,OCC however,and Eurex average daily volumes of equity and equity index derivatives wereincreased down 2%.10%. Our Equities business primarily consists of equity derivatives and our overall revenues from Equities increased by 34.3%,2.8%, compared to the prior year period, to $84.5$76.0 million.

As of MarchJune 31,30, 2026, our front-office headcount was 2,4872,467 brokers, salespeople, managers, and other front-office personnel, updown 14.9%0.5% from 2,1652,480 a year ago, primarily due to the acquisition of OTC Global.ago. Compared to the prior year, average revenue per front-office employee for the three months ended MarchJune 31,30, 2026, increased by 25.6%,3.6%, to $0.4$0.3 million.

For the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025

Total revenues increased $291.2$61.5 million compared to the prior year period, or 43.8%,7.8%, to $955.5$845.5 million. Excluding OTC Global, revenues grew by $152.9 million, or 23.0%.

•FXECS increased $21.0$13.8 million, or 19.1%5.3%;

•EquitiesRates increased $21.6$21.3 million, or 34.3%.10.6%;

Interest and dividend income increased $11.4 million, or 75.0%, primarily due to dividend income from investments. This increase was partially offset by lower interest income due to lendings to Cantor under the BGC Credit Agreement in the second quarter of 2025. Data, network and post-trade revenues increased by $2.0$1.2 million, or 6.1%,3.4%, primarily driven by Lucera and Fenics Market Data. This increase was partially offset by decreased revenues from software solutions following the sale of the kACE business in the fourth quarter of 2025. Excluding kACE, Data, network and post-trade revenues grew by 23.2%.18.6%. Other revenues increaseddecreased $5.4$2.9 million, or 110.4%,35.7%, mainly attributable to the operations of OTC Global and higherlower consulting income. Interest and dividend income decreased $1.1 million, or 9.0%, primarily due to a decrease in interest-earning balances.