BGC Group, Inc.: Form 10-Q for the period ended Mar 31, 2026

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

The objective of this Management’s Discussion and Analysis is to allow investors to view the Company from management’s perspective, considering items that have had and could have a material impact on future operations. This discussion summarizes the significant factors affecting our results of operations and financial condition as of and during the three months ended March 31, 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.

OVERVIEW AND BUSINESS ENVIRONMENT

We are a leading global marketplace, data, and financial technology company across the 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 and corporate bonds, as well as interest rate and credit derivatives, foreign exchange, equities and futures and options. Our business also provides market data products, network and connectivity solutions, and post-trade services.

Our integrated platform is designed to provide flexibility to customers with regard to price discovery, trade execution and transaction processing, as well as accessing liquidity through our platforms, for transactions executed either OTC or through an exchange. Through our electronic brands, we offer multiple trade execution, market 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 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 March 31, 2026, we had 2,487 brokers, salespeople, managers, and other front-office personnel across our businesses.

BGC and leading global investment banks and market-making firms have partnered to create FMX, part of the BGC group of companies, which includes a U.S. interest rate futures exchange, a cash U.S. Treasuries platform and spot foreign exchange platform.

FMX

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

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

On September 23, 2024, FMX Futures Exchange launched the trading of SOFR futures, the largest notional futures contract in the world. 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.

Fenics

For the purposes of this document and subsequent SEC filings, all of our higher margin, technology-driven businesses are referred to as Fenics. We categorize our Fenics businesses as Fenics Markets and Fenics Growth Platforms. Fenics Markets includes the Fully Electronic portion of BGC’s brokerage businesses, data, network and post-trade revenues that are unrelated to Fenics Growth Platforms, as well as Fenics Integrated revenues. Fenics Growth Platforms includes FMX UST, FMX FX, FMX Futures Exchange, Lucera, PortfolioMatch, 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 revenues remain consistent. This is largely because automated and electronic trading efficiency allows the same number of employees to manage a greater volume of trades as the marginal cost of incremental trading activity falls. Over time, the conversion of exchange-traded and OTC markets to Fully Electronic trading has also typically led to an increase in volumes which offset lower commissions, and often lead to similar or higher overall revenues. We have been a pioneer in creating and encouraging Hybrid and Fully Electronic execution, and we continually work with our customers to expand such trading across more asset classes and geographies, 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 innovative technology. Regulation across banking, capital markets, and OTC derivatives has accelerated the adoption of Fully Electronic execution, and we expect this demand to continue. We also believe that new clients, beyond our large bank customer base, will primarily transact electronically across our Fenics platforms.

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

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

Revenues in our Fenics businesses increased 19.8%, to $206.9 million, for the three months ended March 31, 2026, as compared to the prior year period.

Within our Fenics businesses, Fenics Markets revenue grew to $176.7 million, in the first 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% in the first quarter of 2026 as compared to the prior year period.

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

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

• FMX UST generated record quarterly ADV of $89.7 billion, 51% higher compared to last year. FMX UST grew its first-quarter central limit order book market share to 41%, up from 39% last quarter and 33% a year ago. In March, ADV reached $107.0 billion, the highest monthly ADV in FMX UST’s history.
• FMX Futures Exchange delivered another quarter of significant growth. SOFR ADV climbed to more than 39,000 contracts in the first quarter of 2026, up from 2,200 contracts from a year ago, while quarter-end open interest reached approximately 143,000 contracts, compared to 8,000 in the prior year period. FMX’s U.S. Treasury futures developed momentum in April, with volume building throughout the month to a new high of approximately 30,000 contracts on April 29, 2026.
• FMX FX ADV increased by 42% to a record $20.5 billion driven by strong growth across spot FX and non-deliverable forward volumes, resulting in continued market share gains.
• PortfolioMatch ADV grew by 42% in the first quarter, setting a new all-time quarterly high. Growth was driven by higher client activity across U.S. and EMEA corporate credit, reflecting new and deepening customer relationships and positive impact from the adoption of recently launched trading functionalities. Average trade size grew to record levels, supported by an increase in the platform’s global maximum trade size. PortfolioMatch continues to capture market share in this critically important part of the Credit market.
• Lucera, Fenics’ network business providing critical real-time trading infrastructure to the capital markets, grew revenues by 22.8% in the first quarter. Growth was led by continued momentum in its FX offering and increasing client adoption across Fixed Income solutions, including U.S. Treasuries and Futures. Looking ahead, a pipeline of new products across both FX and Fixed Income is set to come online, which is expected to provide meaningful sources of new incremental growth.

Data, network and post-trade revenues increased by 6.1% compared to the first quarter of 2025 to $34.5 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%.

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

Acquisitions

We did not complete any acquisitions during either the three months ended March 31, 2026 or 2025.

On December 31, 2025, we completed the acquisition of AMCOM, which specializes in the trading of agricultural commodities associated with food and alternative fuel feedstocks. The acquisition further rounded out our biofuel business.

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-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, positioning 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.

Divestitures

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 $39.0 million in contingent cash consideration was excluded from the initial gain on the divestiture and will be recognized in income when it is realized and earned. As a result of this sale, we recognized a $66.7 million gain, which is included in “Gains (losses) on divestitures and sales of investments” in our audited Consolidated Statements of Operations during the year ended December 31, 2025.

Cost Reduction Program

We built on last year’s $25 million cost reduction program, which 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 Company recorded compensation charges of $16.3 million for the three months ended March 31, 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 three months ended March 31, 2026. During the three months ended March 31, 2026, we made cash payments totaling $11.1 million in connection with the cost reduction program, representing a portion of the $16.3 million of charges recognized during the period.

Brands and Trademarks

AMCOM, Amerex, American Commodities, Aurel, Aurel BGC, Caventor, CBID, Conticap, CreditMatch, BGC, BGC Group, BGC Partners, BGC Trader, ELX, EOXLive, Euro Brokers, Fenics, Fenics.com, Fenics Markets Xchange, Fenics Digital, Fenics Direct, Fenics MID, Fenics MD, Fenics Market Data, Fenics PortfolioMatch, FMX, FMX Futures, FMX Markets Xchange, FMX UST, FMX FX, FMX Repo, FMX NDF, GFI, GFI Ginga, Lake Securities, Latium Capital, LumeFX, LumeMarkets, Lucera, Macro Hive, Martin Brokers, Maxcor, Matchbox, Mint, MIS Brokers, Open Energy, OTC Global Holdings, Perimeter Markets Inc., Poten & Partners, RP Martin, Tower Bridge, Sage, Sunrise Brokers, and VolumeMatch are among the trademarks/service marks and/or registered trademarks/service marks of BGC Group and/or its affiliates in the U.S. and/or other jurisdictions. The foregoing is not intended to be a complete list of all trademarks or service marks owned or used by the Company or its affiliates.

Other Matters

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 months ended March 31, 2026 and 2025, the Company did not record any additional reserves associated with potential losses associated with Russia’s Invasion of Ukraine.

Tax Policy Changes

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

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

On July 4, 2025, President Trump signed the OBBBA into law, which, among other things, introduced a broad range of changes to existing tax rules, including significant modifications to certain incentives previously introduced or expanded by the Inflation Reduction Act of 2022, as well as extensions and modifications of certain provisions of the Tax Act.

The OBBBA did not have a material impact on our unaudited Condensed Consolidated Statements of Financial Condition as of, or results of operations or cash flows for the three months ended March 31, 2026. Management will continue to assess the potential impact the OBBBA may have on our future financial condition, results of operations or liquidity.

Financial Services Industry

Historically, the financial services industry has grown structurally due to several factors. One factor was the increasing use of derivatives to manage risk or to take advantage of the anticipated direction of a market by allowing users to protect gains and/or guard against losses in the price of underlying assets without having to buy or sell the underlying assets. Derivatives are often used to manage the risks associated with interest rates, equity ownership, changes in the value of FX, credit defaults by corporate and sovereign debtors, and changes in the prices of commodity products.

Over this same timeframe, demand from financial institutions, large corporations, and other end-users of financial products have increased volumes in the wholesale derivatives market, thereby increasing the business opportunity for financial intermediaries.

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

Additionally, the financial service industry and our business performance is influenced by other factors, including general economic conditions, the geopolitical environment, current or expected inflation, interest rate fluctuations, the threat, imposition and impact of volatile or broad-based tariffs, market volatility, changes in investment patterns and priorities, regulatory changes, and other factors that are generally beyond our control. Generally, volatility benefits BGC by increasing secondary trading volumes, as market participants seek to hedge their risk or capitalize on price fluctuations. We believe that these activities are most efficiently executed in our wholesale markets, known for their depth and liquidity.

During the fourteen years between 2008 and 2022, BGC and the entire financial service industry’s trading volumes were constrained by low interest rates and quantitative easing. Manufactured zero and near-zero interest rates caused the breakdown and disappearance of the historic correlation between the issuance of financial instruments and trading volume growth.

Since 2022, the financial services industry shifted to a meaningful‑interest‑rate and more volatile macroeconomic environment following the extended period of accommodative monetary policy. Elevated inflation, changing monetary policies, geopolitical developments, and shifting growth expectations have increased volumes across rates, credit, and foreign exchange markets. At the same time, continued progress toward greater electronification and hybrid execution models has supported increased trading activity as market participants manage risk and adjust to changing market conditions.

We believe the return of this strong positive correlation in the current macro trading environment, which has meaningful interest rates and the issuance of financial instruments that is multiples above 2008 levels, positions BGC to benefit from and drive its trading volumes, revenue and profitability higher for the foreseeable future, assuming the current macro trading environment remains in place.

Industry Landscape

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

Growth Drivers

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

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

Overall Market Volumes and Volatility

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

Rates volumes in particular are influenced by market volumes and, in certain instances, volatility. Historically low and negative interest rates, as well as central bank quantitative easing programs, across the globe significantly reduced the overall trading appetite for rates products. Such programs depressed rates volumes because they entail central banks buying government securities or other securities in the open market in an effort to promote increased lending and liquidity and bring down long-term interest rates. When central banks hold these instruments, they tend not to trade or hedge, thus lowering rates volumes across cash and derivatives markets industry-wide. Following the market dislocation and COVID-19 pandemic, major central banks such as the U.S. Federal Reserve, ECB, Bank of Japan, Bank of England, and Swiss National Bank restarted quantitative easing programs in 2020. Beginning in 2022, inflationary concerns have resulted in rising interest rates and tapering and/or unwinding of central bank asset purchases. The return of interest rates has led to improved macro trading conditions which has benefited BGC. This backdrop is expected to support both BGC’s Fenics and Voice/Hybrid businesses for the foreseeable future, assuming the current macro trading environment remains in place.

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

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

The onset of the Iran conflict on February 28 contributed to heightened volatility across energy, interest rate, and foreign exchange markets. Prior to the conflict, our revenues were already tracking up 41% year-over-year through February 27, and finished the quarter with total revenues increasing 43.8%. This highlights the strong underlying performance of our business, with the conflict only contributing incrementally. Management continues to monitor evolving geopolitical conditions and their potential impact on operations and market exposures.

Below is an expanded discussion of the market volumes and growth drivers of our various asset class categories.

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

ECS Volumes

ECS volumes were higher during the first quarter of 2026 compared to the prior year period. CME and ICE energy futures and options volumes were up 37% and 32%, respectively, compared to the prior year period. In comparison, BGC’s ECS revenues increased 120.1%, compared to the prior year period, to $330.0 million, driven by OTC Global and strong organic growth across the broader energy complex and shipping businesses. Excluding OTC Global, ECS revenues grew by 31.1% compared to the prior year period.

Rates Volumes and Volatility

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

Rates volumes were higher during the first 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% compared to the prior year period. Over the same time period, listed products on CME were up 24%, and OTC interest rate derivative volumes traded on SEF were up 32% compared to the first quarter of 2025, according to Clarus. In comparison, our overall Rates revenues were up 27.5% as compared to a year earlier, to $256.2 million.

Foreign Exchange Volumes and Volatility

Global foreign exchange volumes were higher during the first quarter of 2026 compared to the prior year period. Volumes for CME EBS spot FX and Cboe FX were up 8% and 34%, respectively. Volumes for FX Options were up 1% compared to the prior year period, according to Clarus. In comparison, our overall FX revenues increased by 19.1%, compared to the prior year period, to $131.0 million.

Credit Volumes

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

Equities Volumes

Global equity volumes were generally higher during the first 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% as compared to a year earlier. Over the same timeframe, the average daily volume of U.S. options was up 18%, according to the OCC, however, Eurex average daily volumes of equity and equity index derivatives were down 2%. Our Equities business primarily consists of equity derivatives and our overall revenues from Equities increased by 34.3%, compared to the prior year period, to $84.5 million.

HIRING

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

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

As of March 31, 2026, our front-office headcount was 2,487 brokers, salespeople, managers, and other front-office personnel, up 14.9% from 2,165 a year ago, primarily due to the acquisition of OTC Global. Compared to the prior year, average revenue per front-office employee for the three months ended March 31, 2026, increased by 25.6%, to $0.4 million.

FINANCIAL HIGHLIGHTS

For the three months ended March 31, 2026 compared to the three months ended March 31, 2025

Income from operations before income taxes was $115.4 million compared to $80.0 million in the prior year period.

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

Brokerage revenues increased by $285.0 million, or 46.7%, due to overall growth across all asset classes:

• ECS increased $180.0 million, or 120.1%, driven by the operations of OTC Global. Excluding OTC Global, ECS grew by $46.7 million, or 31.1%;
• Rates increased $55.3 million, or 27.5%;
• FX increased $21.0 million, or 19.1%;
• Credit increased $7.1 million, or 8.2%; and
• Equities increased $21.6 million, or 34.3%.

Data, network and post-trade revenues increased by $2.0 million, or 6.1%, 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%. Other revenues increased $5.4 million, or 110.4%, mainly attributable to the operations of OTC Global and higher consulting income. Interest and dividend income decreased $1.1 million, or 9.0%, primarily due to a decrease in interest-earning balances.

Total expenses increased $260.5 million, or 44.4%, to $847.0 million compared to the prior year period, primarily driven by the operations of OTC Global, which we acquired on April 1, 2025. Total compensation and employee benefits expenses increased by $203.8 million, which was primarily due to the operations of OTC Global, higher commissionable revenues, charges incurred as a part of the cost reduction program, and the weaker U.S. dollar during the three months ended March 31, 2026. In addition, the proportion of Equity-based compensation and allocations of net income to limited partnership units, as a percentage of Total compensation and employee benefits expenses, decreased from 18.1% for the prior year period to 13.4% for the current year period. This change reflects period-over-period variation in the mix of compensation, with a smaller share of total compensation delivered through equity awards in the current year period.

The $56.7 million increase in non-compensation expenses was primarily driven by the operations of OTC Global and an increase in Interest expense related to the BGC Group 6.150% Senior Notes issued in April 2025. The increase in Interest expense was partially offset by a reduction of interest expense due to the repayments in full of the $288.2 million outstanding aggregate principal amount of BGC Group 4.375% Senior Notes and the $11.8 million outstanding aggregate principal amount of BGC Partners 4.375% Senior Notes on December 15, 2025. Non-compensation expenses also increased period over period, primarily due to higher Selling and promotion and Communication costs which were primarily driven by the operations of OTC Global.

RESULTS OF OPERATIONS

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

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

Three Months Ended March 31, 2026 compared to Three Months Ended March 31, 2025

Revenues

Brokerage Revenues

Total brokerage revenues increased by $285.0 million, or 46.7%, to $895.8 million for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025. Commissions revenues increased by $258.2 million, or 52.2%, to $752.9 million for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025. Principal transactions revenues increased by $26.8 million, or 23.1%, to $142.9 million for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025.

Our ECS revenues increased by $180.0 million, or 120.1%, to $330.0 million for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, driven by OTC Global and strong organic growth across our broader energy complex and shipping businesses.

Our Rates revenues increased by $55.3 million, or 27.5%, to $256.2 million for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, reflecting strong growth across listed futures and options, interest rate swaps, and government bonds, supported by continued FMX UST market share gains.

Our FX revenues increased by $21.0 million, or 19.1%, to $131.0 million for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, primarily due to strong volume growth in emerging market and G10 products.

Our Credit revenues increased by $7.1 million, or 8.2%, to $94.1 million for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, driven by higher emerging market credit, PortfolioMatch, and structured credit volumes.

Our Equities revenues increased by $21.6 million, or 34.3%, to $84.5 million for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, reflecting strong market share gains across all major geographies and global equity volatility.

Fees from Related Parties

Fees from related parties decreased by $0.1 million, or 2.8%, to $4.3 million for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, primarily driven by a decrease in revenues in connection with services provided to Cantor, such as accounting, occupancy, and legal.

Data, Network and Post-Trade

Data, network and post-trade revenues increased by $2.0 million, or 6.1%, to $34.5 million for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025. This growth was primarily driven by Lucera and Fenics Market Data, partially offset by lower revenues due to the sale of kACE in the fourth quarter of 2025. Excluding kACE, Data, network and post-trade revenues grew by 23.2% for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025.

Interest and Dividend Income

Interest and dividend income decreased by $1.1 million, or 9.0%, to $10.6 million for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025. This was primarily driven by a decrease in interest-earning balances.

Other Revenues

Other revenues increased by $5.4 million, or 110.4%, to $10.3 million for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, primarily driven by the operations of OTC Global and an increase in consulting income.

Expenses

Compensation and Employee Benefits

Compensation and employee benefits expense increased by $195.7 million, or 57.3%, to $537.3 million for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025. The increase was primarily attributable to the operations of OTC Global, with additional increases from higher commissionable revenues, charges incurred as a part of the cost reduction program, and the weakening of the U.S. dollar.

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

Equity-based compensation and allocations of net income to limited partnership units increased by $8.1 million, or 10.8%, to $83.4 million for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025 primarily due to an increase in issuance of common stock and increase in amortization expense of RSUs granted to employees.

Occupancy and Equipment

Occupancy and equipment expense increased by $5.2 million, or 12.1%, to $47.7 million for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025. This increase was primarily driven by the operations of OTC Global.

Fees to Related Parties

Fees to related parties decreased by $0.3 million, or 3.3%, to $8.1 million for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025. Fees to related parties are primarily allocations paid to Cantor for administrative and support services, such as accounting, occupancy, and legal.

Professional and Consulting Fees

Professional and consulting fees increased by $1.3 million, or 8.0%, to $16.9 million for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, which was primarily driven by the operations of OTC Global and offset by decreases in audit, tax, consulting charges and legal fees.

Communications

Communications expense increased by $8.1 million, or 26.3%, to $38.7 million for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, which was primarily driven by the operations of OTC Global and an increase in various terminal and line service costs across market data and communications.

Selling and Promotion

Selling and promotion expense increased by $9.7 million, or 49.8%, to $29.1 million for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, which was primarily driven by the operations of OTC Global and an increase in business related travel and client entertainment.

Commissions and Floor Brokerage

Commissions and floor brokerage expense increased by $4.2 million, or 23.8%, to $21.7 million for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, which was primarily driven by higher trade volumes and composition of trades in the three months ended March 31, 2026.

Interest Expense

Interest expense increased by $7.8 million, or 31.6%, to $32.5 million for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, which was primarily driven by the issuance of the BGC Group 6.150% Senior Notes in April 2025, partially offset by a reduction of interest expense due to the repayments in full of the $288.2 million outstanding aggregate principal amount of BGC Group 4.375% Senior Notes and the $11.8 million outstanding aggregate principal amount of BGC Partners 4.375% Senior Notes on December 15, 2025.

Other Expenses

Other expenses increased by $20.8 million, or 193.6%, to $31.6 million for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, which was primarily due to the operations of OTC Global, as well as higher amortization expense related to the acquisitions of OTC Global, Macro Hive, and AMCOM. Additionally, there were increases in reserves for certain audit and litigation matters for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025.

Other Income (Losses), Net

Gains (Losses) on Equity Method Investments

Gains (losses) on equity method investments increased by $2.2 million, or 94.4%, to $4.6 million for the three months ended March 31, 2026 as compared to a gain of $2.4 million for the three months ended March 31, 2025.

Other Income (Loss)

Other income (loss) increased by $2.5 million to $2.4 million for the three months ended March 31, 2026 as compared to a loss of $0.1 million for the three months ended March 31, 2025, which was primarily driven by a $2.7 million unrealized gain during the three months ended March 31, 2026 related to a fair value adjustment on an investment carried under the measurement alternative.

Provision (Benefit) for Income Taxes

Provision (benefit) for income taxes increased by $5.4 million, or 20.5%, to $32.0 million for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025. The increase was primarily driven by a change in the level, geographical, and business mix of earnings, which can impact our consolidated effective tax rate from period to period.

Net Income (Loss) Attributable to Noncontrolling Interest in Subsidiaries

Net income (loss) attributable to noncontrolling interest in subsidiaries increased by $1.1 million, or 60.6%, to a loss of $0.7 million for the three months ended March 31, 2026 as compared to a loss of $1.7 million for the three months ended March 31, 2025.

QUARTERLY RESULTS OF OPERATIONS

The following table sets forth our unaudited quarterly results of operations for the indicated periods (in thousands). Results of any period are not necessarily indicative of results for a full year and may, in certain periods, be affected by seasonal fluctuations in our business.

78

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

1Includes Fenics Integrated.

LIQUIDITY AND CAPITAL RESOURCES

Balance Sheet

Our balance sheet and business model are not capital intensive. Our assets consist largely of Cash and cash equivalents, collateralized and uncollateralized short-dated receivables and less liquid assets needed to support our business. Longer-term capital (equity and notes payable) is held to support the less liquid assets and potential capital investment opportunities. Total assets as of March 31, 2026 were $5.9 billion, an increase of 32.8% as compared to December 31, 2025. The increase in total assets was driven primarily by an increase in Receivables from broker-dealers, clearing organizations, customers and related broker-dealers, Accrued commissions and other receivables, net and Loans, forgivable loans and other receivables from employees and partners, net. We maintain a significant portion of our assets in Cash and cash equivalents and Financial instruments owned, at fair value, with Cash and cash equivalents as of March 31, 2026 of $781.0 million, and our Liquidity as of March 31, 2026 of $878.4 million. See “Liquidity Analysis” below for a further discussion of our Liquidity and a reconciliation to the most comparable GAAP financial measure. Our Financial instruments owned, at fair value, were $97.4 million as of March 31, 2026, compared to $127.6 million as of December 31, 2025.

At December 31, 2019, we completed the calculation of the one-time transition tax on the deemed repatriation of foreign subsidiaries’ earnings pursuant to the Tax Act and previously recorded a net cumulative tax expense of $28.6 million, net of foreign tax credits. During the second quarter of 2024, we settled our 2017 audit with the Internal Revenue Service which included the transition tax. The revised net cumulative transition tax expense is $25.3 million, net of foreign tax credits, resulting in a net adjustment of the payable balance by $3.3 million. An installment election can be made to pay the taxes over eight years with 40% paid in equal installments over the first five years and the remaining 60% to be paid in installments of 15%, 20% and 25% in years six, seven and eight, respectively. The cumulative remaining balance as of March 31, 2026 was $4.0 million. The remaining balance was subsequently repaid, and there was no cumulative remaining balance as of May 8, 2026.

Funding

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

• increase the regulatory net capital necessary to support operations;
• support continued growth in our businesses;
• effect acquisitions, strategic alliances, joint ventures and other transactions;
• develop new or enhanced products, services and markets; and
• respond to competitive pressures.

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

As discussed below, our Liquidity remained strong at $878.4 million as of March 31, 2026, which can be used for share repurchases, dividends, acquisitions, new hires, tax payments, ordinary movements in working capital, and our continued investment in Fenics Growth Platforms. During the three months ended March 31, 2026, we repurchased 0.2 million shares of BGC Class A common stock for aggregate consideration of $2.3 million, representing a weighted-average price per share of $9.17.

As of May 8, 2026, we have repurchased an additional 1.1 million shares of BGC Class A common stock during the second quarter of 2026 for aggregate consideration of $11.8 million, representing a weighted-average price per share of $11.27.

On May 6, 2026, our Board declared a $0.02 dividend for the first quarter of 2026, payable on June 10, 2026 to BGC Class A and Class B common stockholders of record as of May 27, 2026. Our current capital allocation priorities are to return capital to stockholders and to continue investing in the growth of our business.

Notes Payable and Other Borrowings

Unsecured Senior Revolving Credit Agreement

On April 26, 2024, we amended and restated the Revolving Credit Agreement, to, among other things, extend the maturity date to April 26, 2027. On December 6, 2024, we amended the Revolving Credit Agreement to increase the size of the credit facility to $700.0 million.

As of January 1, 2025, we had $200.0 million of borrowings outstanding under the Revolving Credit Agreement. On March 12, 2025, we borrowed $25.0 million under the Revolving Credit Agreement for general corporate purposes, and on March 31, 2025, we borrowed $325.0 million under the Revolving Credit Agreement and used a portion of the proceeds from such borrowing to acquire OTC Global. On April 3, 2025, we repaid in full the $550.0 million of borrowings outstanding under the Revolving Credit Agreement. On May 13, 2025, we borrowed $140.0 million under the Revolving Credit Agreement, and on June 13, 2025, we borrowed an additional $15.0 million, for general corporate purposes. On June 30, 2025, we repaid $70.0 million of borrowings outstanding under the Revolving Credit Agreement. On September 30, 2025, we repaid in full the $85.0 million of borrowings outstanding under the Revolving Credit Agreement. On December 12, 2025, we borrowed $240.0 million under the Revolving Credit Agreement for general corporate purposes.

There were $240.0 million in borrowings outstanding under the Revolving Credit Agreement as of March 31, 2026. We recorded interest expense related to the Revolving Credit Agreement of $4.1 million and $4.0 million during the three months ended March 31, 2026 and 2025, respectively.

On May 5, 2026, we repaid $25.0 million of the $240.0 million of borrowings outstanding under the Revolving Credit Agreement.

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

BGC Credit Agreement with Cantor

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

On April 4, 2025, Cantor borrowed $120.0 million from us under the BGC Credit Agreement. Cantor partially repaid us $15.0 million on April 14, 2025 and $28.0 million on June 5, 2025. On June 30, 2025, Cantor repaid in full to us the outstanding principal of $77.0 million borrowed from us under the BGC Credit Agreement, plus accrued interest. These borrowings were not considered FICC-GSD Margin Loans. The average interest rate on borrowings under this facility was 6.17% during the year ended December 31, 2025. As of both March 31, 2026 and December 31, 2025, there were no borrowings by Cantor outstanding under the BGC Credit Agreement. We did not record any interest income related to the BGC Credit Agreement for the three months ended March 31, 2026 and 2025.

On November 12, 2025, we borrowed $20.0 million from Cantor under the BGC Credit Agreement for general corporate purposes. As of December 31, 2025, there were $20.0 million of borrowings by us outstanding under the BGC Credit Agreement. These borrowings were not considered FICC-GSD Margin Loans. On January 9, 2026, we repaid in full the principal and interest related to the $20.0 million of borrowings outstanding under the BGC Credit Agreement. As of March 31, 2026, there were no borrowings by us outstanding under the BGC Credit Agreement. The average interest rate on borrowings under this facility was 5.36% and 5.45% for the three months ended March 31, 2026 and for the year ended December 31, 2025, respectively. The Company recorded nil interest expense related to the BGC Credit Agreement for the three months ended March 31, 2026. We did not record any interest expense related to the BGC Credit Agreement for the three months ended March 31, 2025.

See “Balance Sheet” herein, and Note 13—“Related Party Transactions,” and Note 17—“Notes Payable and Other Borrowings” to our unaudited Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for information regarding our BGC Credit Agreement with Cantor.

Exchange Offer

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

4.375% Senior Notes due December 15, 2025

The BGC Group 4.375% Senior Notes and the BGC Partners 4.375% Senior Notes matured on December 15, 2025. On December 15, 2025, we repaid the $288.2 million aggregate principal amount outstanding plus accrued interest on the BGC Group 4.375% Senior Notes and the $11.8 million aggregate principal amount outstanding plus accrued interest on the BGC Partners 4.375% Senior Notes using cash on hand and borrowings under the Revolving Credit Agreement.

BGC Group recorded interest expense related to the BGC Group 4.375% Senior Notes of $3.3 million for the three months ended March 31, 2025. BGC Partners recorded interest expense related to the BGC Partners 4.375% Senior Notes of $0.1 million for the three months ended March 31, 2025.

8.000% Senior Notes due May 25, 2028

The outstanding aggregate principal amount of BGC Group 8.000% Senior Notes, which are general senior unsecured obligations of BGC Group, was $347.2 million as of both March 31, 2026 and December 31, 2025. BGC Group recorded interest expense related to the BGC Group 8.000% Senior Notes of $7.1 million for both the three months ended March 31, 2026 and 2025.

On August 21, 2024, we repurchased $0.5 million of outstanding aggregate principal amount, plus accrued interest, of BGC Partners 8.000% Senior Notes for $0.5 million. The outstanding aggregate principal amount of BGC Partners 8.000% Senior Notes, which are general senior unsecured obligations of BGC Partners, was $2.3 million as of both March 31, 2026 and December 31, 2025. BGC Partners recorded interest expense related to the BGC Partners 8.000% Senior Notes of nil for both the three months ended March 31, 2026 and 2025.

6.600% Senior Notes due June 10, 2029

The outstanding aggregate principal amount of BGC Group 6.600% Senior Notes, which are general senior unsecured obligations of BGC Group, was $500.0 million as of both March 31, 2026 and December 31, 2025. BGC Group recorded interest expense related to the BGC Group 6.600% Senior Notes of $8.5 million for both the three months ended March 31, 2026 and 2025.

6.150% Senior Notes due April 2, 2030

On August 27, 2025, we launched an SEC-registered exchange offer in which holders of the BGC Group 6.150% Senior Notes, issued in a private placement on April 2, 2025, could exchange such notes for new registered notes with substantially identical terms. The exchange offer expired on October 3, 2025, and the tendered BGC Group 6.150% Senior Notes were exchanged for new registered notes with substantially identical terms.

The outstanding aggregate principal amount of BGC Group 6.150% Senior Notes, which are general senior unsecured obligations of BGC Group, was $700.0 million as of both March 31, 2026 and December 31, 2025. BGC Group recorded interest expense related to the BGC Group 6.150% Senior Notes of $11.1 million for the three months ended March 31, 2026.

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

Weighted-average Interest Rate

For the three months ended March 31, 2026 and 2025, the weighted-average interest rate of our total Notes payable and other borrowings, which include our Revolving Credit Agreement, Company Debt Securities, and BGC Credit Agreement, was 6.55% and 6.35%, respectively.

Short-term Borrowings

On August 23, 2017, BGC Partners entered into a committed unsecured credit agreement with Itau Unibanco S.A. The agreement provided for an intra-day overdraft credit line up to $9.6 million (BRL 50.0 million). On May 22, 2023 the agreement was renegotiated, increasing the credit line to $13.4 million (BRL 70.0 million). This agreement is renewable every 90 days and the next maturity date is July 23, 2026. The agreement bears a fee of 1.32% per year. As of both March 31, 2026 and December 31, 2025, there were no borrowings outstanding under this agreement. The bank fees related to the agreement were nil for each of the three months ended March 31, 2026 and 2025.

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

Market-Making Registration Statements

On November 8, 2024, we filed a resale registration statement on Form S-3 pursuant to which CF&Co could make offers and sales of the BGC Group 4.375% Senior Notes, BGC Group 8.000% Senior Notes and BGC Group 6.600% Senior Notes in connection with ongoing market-making transactions which could occur from time to time. Market-making transactions pursuant to this resale registration statement were terminated on November 10, 2025 in connection with the filing of a replacement market-making resale registration statement.

On November 10, 2025, we filed a resale registration statement on Form S-3 pursuant to which CF&Co may make offers and sales of the BGC Group 4.375% Senior Notes, BGC Group 8.000% Senior Notes, BGC Group 6.600% Senior Notes, and BGC Group 6.150% Senior Notes in connection with ongoing market-making transactions, which may occur from time to time. Such market-making transactions in these securities may occur in the open market or may be privately negotiated at prevailing market prices at the time of resale or at related or negotiated prices. Neither CF&Co, nor any of our other affiliates, has any obligation to make a market in our securities, and CF&Co, or any such other affiliate, may discontinue market-making activities at any time without notice.

DEBT REPURCHASE PROGRAM

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

LIQUIDITY ANALYSIS

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

We consider the following in analyzing changes in our Liquidity:

• Our Liquidity analysis includes a comparison of our Consolidated net income (loss) adjusted for certain non-cash items (e.g., equity-based compensation) as presented on the cash flow statement. Dividends are payments made to our holders of common shares and are related to earnings from prior periods. These timing differences will impact our cash flows in a given period;
• Our investing and funding activities represent a combination of our capital raising activities, including short-term borrowings and repayments, BGC Class A common stock repurchases, purchases and sales of securities, dispositions, and other investments (e.g., acquisitions, forgivable loans to new brokers and capital expenditures—all net of depreciation and amortization);
• Our securities settlement activities primarily represent deposits with clearing organizations;
• Other changes in working capital represent changes primarily in receivables and payables and accrued liabilities that impact our Liquidity; and
• Changes in Reverse Repurchase Agreements and Financial instruments owned, at fair value may result from additional cash investments or sales, which will be offset by a corresponding change in Cash and cash equivalents and, accordingly, will not result in a change in our Liquidity. Conversely, changes in the market value of such securities are reflected in our earnings or other comprehensive income (loss) and will result in changes in our Liquidity.

Discussion of the three months ended March 31, 2026

The table below presents our Liquidity Analysis as of March 31, 2026 and December 31, 2025:

(in thousands)

The $100.7 million decrease in our Liquidity position from $979.1 million as of December 31, 2025 to $878.4 million as of March 31, 2026 was primarily related to repayment of the $20.0 million outstanding under the BGC Credit Agreement and $39.7 million of payments for tax obligations related to equity awards. Furthermore, there were dividends to stockholders of $9.7 million, share repurchases of $2.3 million, and capitalized expenditures of $14.8 million.

The remaining movement in Cash and cash equivalents balances was primarily due to an increase in cash provided by operating activities of $20.2 million during the three months ended March 31, 2026. Net cash provided by operating activities increased during the three months ended March 31, 2026, primarily due to a $212.7 million increase in net income adjusted for non-cash items, which reflected higher earnings driven by increased revenues. This increase was partially offset by net working capital cash outflows of $192.5 million during the three months ended March 31, 2026.

The change in working capital was primarily driven by an increase in accrued commissions receivable, net, of $131.3 million, due to higher revenues and the timing of collections, as well as a $53.3 million increase in loans, forgivable loans, and other receivables from employees and partners, largely attributable to higher loan activity and the timing of issuances relative to collections. Financial instruments owned at fair value decreased from $127.6 million as of December 31, 2025 to $97.4 million as of March 31, 2026 due to the sale of treasury bills during the three months ended March 31, 2026.

Discussion of the three months ended March 31, 2025

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

(in thousands)

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

CREDIT RATINGS

As of March 31, 2026, our public long-term credit ratings and associated outlooks were as follows:

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

CLEARING CAPITAL

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

During the three months ended March 31, 2026 and 2025, we were charged $1.0 million and $0.9 million, respectively, by Cantor for the cash or other collateral posted by Cantor on BGC’s behalf. Cantor held cash or other property from us as collateral as of March 31, 2026 and December 31, 2025 at a fair value of $42.4 million and $67.6 million, respectively.

REGULATORY REQUIREMENTS

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

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

As of March 31, 2026, $925.0 million of net assets were held by regulated subsidiaries. As of March 31, 2026, these subsidiaries had regulatory net capital, as defined, in excess of the regulatory requirements, as defined, of $549.1 million.

See “Regulation” included in Part I, Item 1 of our Annual Report on Form 10-K for the year ended December 31, 2025 for additional information related to our regulatory environment.

EQUITY

As of March 31, 2026, we had 369.4 million shares of BGC Class A common stock and 109.5 million shares of BGC Class B common stock outstanding. Additional disclosures regarding our accounting for stock transactions are provided in Note 7—“Stock Transactions” to our unaudited Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

The weighted-average share counts, including securities that were anti-dilutive for our earnings per share calculations, for the three months ended March 31, 2026 were as follows (in thousands):

1Common stock consisted of shares of BGC Class A common stock and shares of BGC Class B common stock and contingent shares of our Class A common stock for which all necessary conditions have been satisfied except for the passage of time. For the three months ended March 31, 2026, the weighted-average number of shares of BGC Class A common stock was 364.7 million, the weighted-average number of shares of BGC Class B common stock was 109.5 million, and the weighted-average number of contingent shares of our Class A common stock for which all necessary conditions have been satisfied except for the passage of time was nil.

2For the three months ended March 31, 2026, 15.9 million of potentially dilutive securities were not included in the computation of fully diluted EPS because their effect would have been anti-dilutive. Anti-dilutive securities for the three months ended March 31, 2026 included 15.8 million of participating RSUs and 0.1 million of participating restricted shares of BGC Class A common stock. Also as of March 31, 2026, 57.8 million shares of contingent BGC Class A common stock, non-participating RSUs, and non-participating restricted shares of BGC Class A common stock were excluded from fully diluted EPS computations because the conditions for issuance had not been met by the end of the period. The contingent BGC Class A common stock is recorded as a liability and included in “Accounts payable, accrued and other liabilities” in our unaudited Condensed Consolidated Statements of Financial Condition as of March 31, 2026.

Registration Statements

Our effective 2019 Form S-4 Registration Statement was originally filed on September 13, 2019, with respect to the offer and sale of up to 20 million shares of BGC Class A common stock from time to time in connection with business combination transactions, including acquisitions of other businesses, assets, properties or securities. As of March 31, 2026, we had issued an aggregate of 4.4 million shares of BGC Class A common stock under the 2019 Form S-4 Registration Statement.

Our effective DRIP Registration Statement was originally filed on June 24, 2011, with respect to the offer and sale of up to 10 million shares of BGC Class A common stock under the DRIP. As of March 31, 2026, we had issued 0.9 million shares of BGC Class A common stock under the DRIP.

Our effective Registration Statement on Form S-8 was originally filed on July 3, 2023 with respect to the offer and sale of up to 600 million shares of BGC Class A common stock under the BGC Group Equity Plan. The BGC Group Equity Plan provides for a maximum of 600 million shares of BGC Class A common stock that may be delivered or cash settled pursuant to the exercise or settlement of awards granted under the BGC Group Equity Plan. As of March 31, 2026, the limit on the aggregate number of shares authorized to be delivered under the BGC Group Equity Plan allowed for the grant of future awards relating to 398.6 million shares of BGC Class A common stock.

CONTINGENT PAYMENTS RELATED TO ACQUISITIONS

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

As of March 31, 2026, we have issued 2.8 million shares of BGC Class A common stock, 0.2 million of RSUs and paid $58.0 million in cash related to such contingent payments.

As of March 31, 2026, there are 1.7 million shares of BGC Class A common stock, which will be issued if related targets are met and $5.7 million in cash which will be issued if related targets are met, net of forfeitures and other adjustments.

LEGAL PROCEEDINGS

The Company is involved, from time to time, in legal actions associated with or incidental to its business. As of the date of this Quarterly Report, the Company believes that the resolution of currently pending matters will not individually or in the aggregate have a material adverse effect on the Company’s consolidated financial position or results of operations.

CERTAIN RELATED PARTY TRANSACTIONS

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

OFF-BALANCE SHEET ARRANGEMENTS

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

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

A summary of our “Critical Accounting Policies and Estimates” is included in Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations of our Annual Report on Form 10-K for the year ended December 31, 2025. There were no significant changes made to our critical accounting policies from those reported in our Annual Report on Form 10-K for the year ended December 31, 2025.

RECENT ACCOUNTING PRONOUNCEMENTS

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

CAPITAL DEPLOYMENT PRIORITIES, DIVIDEND POLICY AND REPURCHASE PROGRAM

BGC’s current capital allocation priorities are to use our liquidity to return capital to stockholders and to continue investing in the growth of our business. While we paid quarterly dividends of $0.02 per share in 2025 and in the first quarter of 2026, we plan to prioritize share repurchases over dividends. We have repurchased 0.2 million shares of BGC Class A common stock during the three months ended March 31, 2026. As cash uses are generally the greatest in the first quarter, we typically repurchase fewer shares during this period and we expect share repurchases to increase throughout the remainder of the year.

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

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

OUR ORGANIZATIONAL STRUCTURE

Dual Class Equity Structure of BGC Group, Inc.

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

BGC Class A Common Stock

Each share of BGC Class A common stock is generally entitled to one vote on matters submitted to a vote of our stockholders. As of March 31, 2026, there were 451.3 million shares of BGC Class A common stock issued and 369.4 million shares outstanding. On June 21, 2017, Cantor pledged 10.0 million shares of BGC Class A common stock in connection with a partner loan program. On November 23, 2018, those shares of BGC Class A common stock were converted into 10.0 million shares of BGC Class B common stock and remain pledged in connection with the partner loan program, as such pledge was amended and restated effective as of October 5, 2023 and with such modifications thereto as necessary to reflect the Corporate Conversion.

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

BGC Class B Common Stock

Each share of BGC Class B common stock is generally entitled to the same rights as a share of BGC Class A common stock, except that on matters submitted to a vote of our stockholders, each share of BGC Class B common stock is entitled to 10 votes. The BGC Class B common stock generally votes together with the BGC Class A common stock on all matters submitted to a vote of our stockholders. As of March 31, 2026, Cantor and CFGM held an aggregate of 105.3 million shares of BGC Class B common stock, representing 96.2% of the outstanding shares of BGC Class B common stock and approximately 71.9% of the total voting power of our outstanding common stock, and Mr. Brandon Lutnick and another Lutnick family member beneficially owned 4.2 million shares of our outstanding Class B common stock, representing 3.8% of the outstanding shares of BGC Class B common stock and approximately 2.8% of our total voting power. Together, Cantor, CFGM, Mr. Brandon Lutnick and another Lutnick family member beneficially owned 109.5 million of the outstanding shares of BGC Class B common stock, representing 100% of the outstanding shares of BGC Class B common stock and approximately 74.7% of our total voting power.

Shares of BGC Class B common stock are convertible into shares of BGC Class A common stock at any time in the discretion of the holder on a one-for-one basis. Accordingly, if all stockholders who beneficially own BGC Class B common stock converted all of their BGC Class B common stock into BGC Class A common stock on March 31, 2026, Cantor would have held 21.4% of the total voting power of our outstanding common stock, CFGM would have held 0.6% of our total voting power, Mr. Brandon Lutnick and another Lutnick family member would have beneficially owned 1.4% of our total voting power, and our public stockholders would have beneficially owned 76.6% of our total voting power (and Cantor and CFGM’s indirect economic interests in BGC U.S. OpCo and BGC Global OpCo would remain unchanged).

As a result of the Corporate Conversion, 64.0 million Cantor units were converted into shares of BGC Class B common stock, subject to the terms and conditions of the Corporate Conversion Agreement, which provides that Cantor will convert a portion of the 64.0 million shares of BGC Class B common stock issued to it in the Corporate Conversion in the event that BGC does not issue at least $75,000,000 in shares of BGC Class A or B common stock in connection with certain acquisition transactions (including pursuant to equity grants to employees in connection therewith) prior to July 1, 2030, the seventh anniversary of the Corporate Conversion. If BGC Group does not issue at least such amount of shares in such circumstances during such seven-year period, then approximately 40.0 million shares of BGC Class B common stock held by Cantor will be converted into an equivalent number of BGC Class A common stock at the end of such seven-year period (provided that such number will be decreased to the extent that Cantor has sold or transferred any BGC Class B common stock to a third party and converted such shares into BGC Class A common stock during such seven-year period). As of May 8, 2026, we have issued $20.9 million of BGC Class A common stock in connection with acquisitions since the Corporate Conversion.

2025 Mr. Howard Lutnick Divestiture Events

In connection with Mr. Howard Lutnick’s confirmation as the U.S. Secretary of Commerce, he agreed to divest his interests in Cantor, CFGM, and the Company, among other entities, to comply with U.S. government ethics rules. For a detailed discussion about the divestiture of Mr. Howard Lutnick’s holdings in the Company, see Part I, Item 1, “Business—Our Organizational Structure” in our Annual Report on Form 10-K for the year ended December 31, 2025, and Note 13—“Related Party Transactions” to our unaudited Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Lutnick Family Voting and Transfer Agreement

On May 16, 2025, Mr. Brandon Lutnick, Mr. Kyle Lutnick, Ms. Casey J. Lutnick, and Mr. Ryan G. Lutnick, each in their capacity as trustees of certain trusts (including the Purchaser Trusts), and certain other entities entered into the Lutnick Family Voting Agreement relating to the Lutnick Family Voting Agreement Securities. On October 6, 2025, the governance, voting and transfer provisions of the Lutnick Family Voting Agreement became effective.

Pursuant to the trust documentation of the Purchaser Trusts, each of Mr. Brandon Lutnick, Mr. Kyle Lutnick, Ms. Casey Lutnick, and Mr. Ryan Lutnick is an investment trustee of such trusts, and Mr. Brandon Lutnick is the Controlling Investment Trustee, which means that if there is any disagreement among the investment trustees, the decision of Mr. Brandon Lutnick will control if he is then acting as an investment trustee. Any such decisions, however, shall be subject to the terms of the Lutnick Family Voting Agreement.

The Lutnick Family Voting Agreement provides that, with respect to the election or removal of directors of the Company, (i) if there is a Controlling Investment Trustee, each of the parties shall vote (or cause the voting of) the Lutnick Family Voting Agreement Securities over which it has the direct or indirect power to vote on such director election, as directed by the Controlling Investment Trustee (which is currently Mr. Brandon Lutnick) after consultation with each of the Family Branch representatives; and (ii) if there is not a Controlling Investment Trustee, the parties shall vote (or cause the voting of) the Lutnick Family Voting Agreement Securities over which it has the direct or indirect power to vote on such director election, as directed by a Majority of the Family Branches.

The Lutnick Family Voting Agreement further provides that, with respect to the following matters for which a vote of securities of the Company is sought, each of the parties to the Lutnick Family Voting Agreement shall vote the Lutnick Family Voting Agreement Securities over which it has the direct or indirect power to vote as directed by a Majority of the Family Branches:

• Any merger or consolidation transaction or sale, lease, or exchange of all, or substantially all, of the assets of the Company, or any transaction or series of related transactions pursuant to which shares of the Company are transferred such that more than 50% of the voting power of the equity securities of the Company are transferred;
• Entry by the Company or any of its subsidiaries into any transaction or series of related transactions with a member of any Family Branch (other than with respect to election or removal of directors of the Company);
• The authorization or issuance of any equity securities by the Company (other than pursuant to an incentive compensation plan); and
• The amendment, restatement, modification or supplement of any organizational document of the Company or its subsidiaries in a manner that would reasonably be expected to impair, interfere with or delay the exercise of the rights set forth with respect to these bulleted items.

The Lutnick Family Voting Agreement also prohibits the transfer of the Lutnick Family Voting Agreement Securities without the consent of a Majority of the Family Branches, subject to certain limited exceptions.

As of March 31, 2026, Mr. Brandon Lutnick beneficially owned 2.0 million shares of our Class A common stock and 109.4 million shares of our Class B common stock, collectively representing 74.9% of the total voting power of our outstanding common stock.

Structure of BGC Group, Inc. as of March 31, 2026

The following diagram illustrates our organizational structure as of March 31, 2026. The diagram does not reflect BGC Partners, BGC U.S. OpCo, BGC Global OpCo or their respective subsidiaries, or other subsidiaries of Cantor, or the noncontrolling interest in our consolidated subsidiaries. The diagram also does not reflect certain ownership of BGC Group as follows: (a) 75.9 million RSUs and (b) 3.0 million contingent shares to be issued to terminated employees per their respective separation agreements.

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

2 Public Stockholders includes unrestricted shares of our Class A common stock owned by current employees due to an inability to track such shares once they leave the Company’s transfer agent, as well as Class B common stock owned by a Lutnick family member, which represents less than 0.1% of our total outstanding Class B common stock.

3 For the purposes of this diagram, Cantor includes Cantor Fitzgerald, L.P. and CFGM. As of March 31, 2026, Cantor Fitzgerald, L.P. owned 21.4% of the economics and 69.9% of the voting power in BGC Group, and CFGM owned 0.6% of the economics and 2.0% of the voting power in BGC Group.

The diagram reflects the following activity of BGC Class A common stock from December 31, 2025 through March 31, 2026: (a) 0.2 million shares of BGC Class A common stock repurchased by us; (b) 3.9 million shares of BGC Class A common stock issued for vested RSUs; (c) 0.4 million shares of BGC Class A common stock issued for contingent shares issued as consideration for certain acquisitions; (d) 0.1 million shares of BGC Class A common stock issued for contingent shares issued to terminated employees per their respective separation agreements; and (e) 2.1 million shares of BGC Class A common stock issued for compensation. 0.4 million shares of BGC Class A common stock were issued by us under our acquisition shelf 2019 Form S-4 Registration Statement (Registration No. 333-233761) between December 31, 2025 and March 31, 2026; 15.6 million of such shares remain available for issuance by us under such Registration Statement. Also, an immaterial number of shares of BGC Class A common stock were issued by us under our DRIP Registration Statement (Registration No. 333-173109) between December 31, 2025 and March 31, 2026; 9.1 million of such shares remain available for issuance by us under the DRIP Registration Statement.

Credit Risk

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

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

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

Principal Transaction Risk

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

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

Market Risk

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

We also had Financial instruments owned, at fair value, of $97.4 million as of March 31, 2026. These include investments in equity securities, which are publicly-traded. Investments in equity securities carry a degree of risk, as there can be no assurance that the equity securities will not lose value and, in general, securities markets can be volatile and unpredictable. As a result of these different market risks, our holdings of equity securities could be materially and adversely affected. We may seek to minimize the effect of price changes on a portion of our investments in equity securities through the use of derivative contracts. However, there can be no assurance that our hedging activities will be adequate to protect us against price risks associated with our investments in equity securities. See Note 11—“Derivatives” and Note 12—“Fair Value of Financial Assets and Liabilities” to our unaudited Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for further information regarding these investments and related hedging activities.

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

Operational Risk

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

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

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

Foreign Currency Risk

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

The majority of our foreign currency exposure is related to the U.S. dollar versus the pound sterling and the euro. For the financial assets and liabilities denominated in the pound sterling and euro, including foreign currency hedge positions related to these currencies, we evaluated the effects of a 10% shift in exchange rates between those currencies and the U.S. dollar, holding all other assumptions constant. The analysis used the stress-tested scenario as the U.S. dollar strengthening against both the euro and against the pound sterling. If as of March 31, 2026, the U.S. dollar had strengthened against both the euro and the pound sterling by 10%, the currency movements would have had an aggregate negative impact on our net income of approximately $1.0 million.

Interest Rate Risk

BGC had $1,549.5 million in fixed-rate debt outstanding as of March 31, 2026. These debt obligations are not currently subject to fluctuations in interest rates, although in the event of refinancing or issuance of new debt, such debt could be subject to changes in interest rates. As of March 31, 2026, BGC had $240.0 million of borrowings outstanding under its Revolving Credit Agreement. The Revolving Credit Agreement interest rate on borrowings is based on SOFR or a defined base rate plus additional margin. As of March 31, 2026, BGC did not have any borrowings outstanding under its BGC Credit Agreement. Borrowings under the BGC Credit Agreement bear interest at a rate equal to 25 basis points less than the applicable borrower’s borrowing rate under its revolving credit agreement with third party banks, or if FICC-GSD Margin Loans, at a rate equal to the overnight interest rate actually earned by the borrower or its affiliates on borrowings under the applicable FICC-GSD Margin Loan that are posted to clearinghouses or kept available for posting at clearinghouses. To assess exposure to interest rate risk, we evaluated the effect of a 1% shift in interest rates, holding all other assumptions constant. The analysis indicated that our consolidated net earnings for the three months ended March 31, 2026 would have declined by $0.6 million, if interest rates increased by an additional 1%.

Evaluation of Disclosure Controls and Procedures

BGC Group maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed by BGC Group is recorded, processed, accumulated, summarized and communicated to its management, including its Co-Chief Executive Officers and its Chief Financial Officer, to allow timely decisions regarding required disclosures, and reported within the time periods specified in the SEC’s rules and forms. The Co-Chief Executive Officers and the Chief Financial Officer have performed an evaluation of the effectiveness of the design and operation of BGC Group’s disclosure controls and procedures as of March 31, 2026. Based on that evaluation, the Co-Chief Executive Officers and the Chief Financial Officer concluded that BGC Group’s disclosure controls and procedures were effective as of March 31, 2026.

Changes in Internal Control over Financial Reporting

As previously disclosed, BGC Group closed its acquisitions of OTC Global, Macro Hive and AMCOM on April 1, 2025, October 1, 2025 and December 31, 2025, respectively. BGC Group is currently integrating OTC Global, Macro Hive and AMCOM into its operations and internal control processes. SEC regulations allow companies to exclude acquisitions from their assessment of internal control over financial reporting during the first year following an acquisition. Management has excluded the acquired operations of OTC Global, Macro Hive and AMCOM from its assessment of the effectiveness of BGC Group’s internal control over financial reporting as of March 31, 2026. OTC Global, Macro Hive and AMCOM constituted 3.8%, 0.0% and 0.2% of total assets, 3.7%, 0.0% and 0.8% of net assets, and 14.5%, 0.0% and 0.2% of total revenues, respectively, as reflected in our unaudited Condensed Consolidated Financial Statements as of and for the three months ended March 31, 2026.

Other than the exclusion of OTC Global, Macro Hive and AMCOM as described above, there were no changes in our internal controls over financial reporting during the quarter ended March 31, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There have been no material changes to the risk factors previously disclosed under Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 2, 2026.