BGC

BGC Group, Inc.

NASDAQ · FINANCIALS · SECURITY & COMMODITY BROKERS, DEALERS, EXCHANGES & SERVICES

11.79

−0.10 −0.84%

USD · close Oct 23

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MKT CAP —P/E 28.8DIV YIELD 0.68%FCF YIELD —REV TTM $3.3B +27.6%NET INCOME $198.9M +33.6%NET DEBT $772.8M52W 8.31 – 12.65SEC XBRL · TTM TO Invalid Date

How BGC rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025

Text kept

42%

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706

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New in FY2025

Item 1A—Risk Factors,” and Part II, “Item 7A—Quantitative and Qualitative Disclosures About Market Risk” and elsewhere in this Annual Report on Form 10‑K, may cause actual results and events to differ materially from the forward-looking statements.
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 derivatives and credit derivatives, foreign exchange, equities and futures and options.
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.
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.
BGC is a global operation with offices across all major geographies, including New York and London, as well as in Beijing, Bogota, Brisbane, Cape Town, Chicago, Copenhagen, Dubai, Dublin, Frankfurt, Geneva, Hong Kong, Houston, Johannesburg, Madrid, Manila, Melbourne, Mexico City, Miami, Milan, Monaco, Nyon, Palm Beach, Paris, Perth, Rio de Janeiro, Santiago, São Paulo, Seoul, Shanghai, Singapore, Sydney, Tel Aviv, Tokyo, Toronto, Wellington and Zurich.
As of December 31, 2025, we had 2,510 brokers, salespeople, managers, and other front-office personnel across our businesses.
As a result of the Corporate Conversion, on July 1, 2023: • 64.0 million Cantor units, including 5.7 million purchased on June 30, 2023, were converted into shares of BGC Class B common stock, subject to the terms and conditions of the Corporate Conversion Agreement, provided that a portion of the 64.0 million shares of BGC Class B common stock issued to Cantor will exchange into BGC Class A common stock 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 prior to July 1, 2030, the seventh anniversary of the Corporate Conversion.
As of February 27, 2026 we have issued approximately $19.4 million of BGC Class A common stock in connection with acquisitions since the Corporate Conversion; • BGC Group assumed all BGC Partners RSUs, RSU Tax Accounts or restricted stock awards outstanding as of June 30, 2023; and • non-exchangeable limited partnership units of BGC Holdings were converted into equity awards denominated in cash, restricted stock and/or RSUs of BGC Group, each as further set forth in the Corporate Conversion Agreement.
In connection with the Corporate Conversion on July 1, 2023, the BGC Holdings Limited Partnership Agreement was terminated.
Master Administrative Services Agreement. 2025 Board of Directors and Executive Officers Changes and Mr.
Howard Lutnick Divestiture On February 18, 2025, Mr.
Howard Lutnick was confirmed by the United States Senate as the 41st Secretary of Commerce.
Following his confirmation, on February 18, 2025, Mr.
Howard Lutnick stepped down as Chairman of the Board and Chief Executive Officer of the Company.
On February 18, 2025, the Company appointed Mr.
Howard Lutnick, to serve as a member of the Board.
Additionally, on February 18, 2025 the Company appointed Mr.
Stephen Merkel to serve as a member of the Board and as Chairman of the Board.
On February 18, 2025, the Company appointed Messrs.
John Abularrage, JP Aubin, and Sean Windeatt as Co-Chief Executive Officers of the Company and as the Co-Principal Executive Officers of the Company.
Howard Lutnick completed the divestiture of his holdings in the Company, Cantor and CFGM in compliance with U.S. government ethics rules, including through the sale of all of the voting shares of CFGM and outstanding equity interests in various entities and family trusts that hold the Company’s common stock to trusts controlled by Mr.
Brandon Lutnick, and the sale of all of BGC Class B common stock held directly by him to Cantor.
See Part I, “Item 1—Our Organizational Structure—2025 Mr.
Howard Lutnick Divestiture Events and Lutnick Family Voting and Transfer Agreement” for more information.
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.
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 Growth Platforms includes FMX UST, FMX FX, FMX Futures Exchange, Lucera, PortfolioMatch and other newer standalone platforms.
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.
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.
Revenues in our Fenics businesses increased 15.4% to $163.9 million in the fourth quarter of 2025 and 15.5% to $659.5 million for the year ended December 31, 2025, as compared to the prior year periods.
Within our Fenics businesses, Fenics Markets revenue grew to $136.7 million in the fourth quarter of 2025 and to $553.4 million for the year ended December 31, 2025, respectively, primarily driven by higher electronic trading volumes across Rates products and increased Fenics Market Data revenues.
Fenics Growth Platforms revenue grew to $27.2 million in the fourth quarter of 2025 and to $106.1 million for the year ended December 31, 2025, primarily driven by FMX and Lucera, partially offset by lower post-trade revenues due to the sale of our Capitalab business in the fourth quarter of 2024.
We continue to invest in our Fenics Growth Platforms, and notable highlights for the fourth quarter of 2025 compared to the prior year period include: • FMX UST generated record fourth quarter ADV of $58.7 billion, more than 12% higher compared to the prior year period.
FMX UST grew its fourth-quarter central limit order book market share to 39%, up from 37% in the third quarter of 2025 and 30% from a year ago.

and 666 more.

Gone since FY2024

Item 1A—Risk Factors,” and “Item 7A—Quantitative and Qualitative Disclosures About Market Risk” and elsewhere in this Annual Report on Form 10‑K, may cause actual results and events to differ materially from the forward-looking statements.
OVERVIEW AND BUSINESS ENVIRONMENT We are a leading global marketplace, data, and financial technology company that specializes in the trade execution of a broad range of products, including fixed income securities such as government bonds, corporate bonds, and other debt instruments, as well as related interest rate derivatives and credit derivatives.
Additionally, we provide brokerage services across foreign exchange, energy, commodities, shipping, equities, and futures and options.
Through our electronic brands, we offer several trade execution, market infrastructure and connectivity services, as well as post-trade services.
BGC is a global operation with offices across all major geographies, including New York and London, as well as in Bahrain, Beijing, Bogota, Brisbane, Cape Town, Chicago, Copenhagen, Dubai, Dublin, Frankfurt, Geneva, Hong Kong, Houston, Johannesburg, Madrid, Manila, Melbourne, Mexico City, Miami, Milan, Monaco, Nyon, Paris, Perth, Rio de Janeiro, Santiago, São Paulo, Seoul, Shanghai, Singapore, Sydney, Tel Aviv, Tokyo, Toronto, Wellington and Zurich.
As of December 31, 2024, we had 2,161 brokers, salespeople, managers, technology professionals and other front-office personnel across our businesses.
As a result of the Corporate Conversion: • 64.0 million Cantor units, including 5.7 million purchased on June 30, 2023, were converted into shares of BGC Group Class B common stock, subject to the terms and conditions of the Corporate Conversion Agreement, provided that a portion of the 64.0 million shares of BGC Group Class B common stock issued to Cantor will exchange into BGC Group Class A common stock in the event that BGC Group does not issue at least $ 75,000,000 in shares of BGC Group Class A or B common stock in connection with certain acquisition transactions prior to July 1, 2030, the seventh anniversary of the Corporate Conversion; • BGC Group assumed all BGC Partners RSUs, RSU Tax Accounts or restricted stock awards outstanding as of June 30, 2023; and • non-exchangeable limited partnership units of BGC Holdings were converted into equity awards denominated in cash, restricted stock and/or RSUs of BGC Group, each as further set forth in the Corporate Conversion Agreement.
FMX FMX includes the world’s fastest growing cash U.S.
Treasuries marketplace, FMX UST, and its spot foreign exchange platform, FMX FX, along with its newly launched U.S. interest rate futures exchange.
In January 2024, FMX received CFTC approval to operate an exchange for U.S. interest rate futures products, the most widely traded futures contracts in the world.
The FMX Futures Exchange launched with five FCMs, Goldman Sachs, J.P.
FMX expects to have at least 10 FCMs connected before the launch of U.S.
Treasury futures around the end of the first quarter of 2025.
Fenics Growth Platforms includes FMX UST, Fenics GO, Lucera, FMX FX, PortfolioMatch and other newer standalone platforms.
Historically, technology-based product growth has led to higher margins and greater profits over time for exchanges and wholesale financial intermediaries alike, even if overall Company revenues remain consistent.
We have been a pioneer in creating and encouraging hybrid and fully electronic execution, and we continually work with our customers to expand such trading across more asset classes and geographies.
Over the past decade, electronic markets for OTC products have grown as a percentage of overall industry volumes as firms like ours have invested in the kinds of technology favored by our customers.
Revenues in our Fenics businesses increased 8.6% to $142.1 million in the fourth quarter of 2024 and 9.4% to $570.8 million for the year ended December 31, 2024, in each case compared to the prior year period.
Within our Fenics businesses, Fenics Markets revenue grew 6.4% to $116.7 million in the fourth quarter of 2024 and 6.6% to $476.0 million for the year ended December 31, 2024, in each case compared to the prior year period.
Fenics Markets growth was driven by higher electronic volumes across Rates and Foreign Exchange, as well as higher market data revenues, partially offset by lower credit volumes.
Fenics Growth Platforms revenue grew 20.2% to $25.5 million in the fourth quarter of 2024 and 26.3% to $94.8 million for the year ended December 31, 2024, in each case compared to the prior year period.
Collectively, our newer Fenics Growth Platform offerings are not yet fully up to scale, but continue to grow at a leading rate.
Over time, the Company expects these new products and services to become profitable, high-margin businesses as their scale and revenues increase, all else equal.
The Company continues to invest in our Fenics Growth Platforms, and notable highlights for the fourth quarter of 2024 compared to the prior year period include: • FMX UST generated ADV of over $52 billion for the fourth quarter, up 28% compared to last year.
This translated to over 30% market share for the fourth quarter, up from 29% last quarter and 26% a year ago. • FMX FX volumes improved by approximately 80% compared to last year on record ADV of more than $11 billion.
FMX FX continues to expand its market share in the enormous global foreign exchange market. • FMX Futures Exchange continues to connect the world’s largest FCMs, recently onboarding FMX’s partners, Bank of America, Barclays and Citi.
Treasury futures around the end of the first quarter 2025.
As FMX continues to connect and integrate more FCMs, ADV and open interest on the FMX Futures Exchange are expected to meaningfully accelerate. • PortfolioMatch ADV increased more than 150% due to strong growth across both U.S. and European credit volumes. • Lucera, Fenics’ network business that provides critical real-time trading infrastructure to the capital markets, grew its revenue by over 33% and continues to expand its revenue pipeline.
Total revenues from our high-margin Data, network and post-trade business, which is predominately comprised of recurring revenue, were up 10.3% to $32.6 million in the fourth quarter of 2024 and 13.9% to $127.0 million for the year ended December 31, 2024, in each case over the prior year period.
Data, network and post-trade revenues increased by 10.3% to $32.6 million.
This growth was primarily driven by strong subscription-based revenue growth across Fenics Market Data and Lucera, partially offset by lower post-trade revenues due to the sale of BGC’s Capitalab business in the fourth quarter.
Revenues for Data, network and post-trade, excluding the impact of Capitalab, grew by more than 20% year-over-year.
Fenics brokerage revenues increased by 8.2% to $109.5 million in the fourth quarter of 2024 and 8.2% to $443.7 million for the year ended December 31, 2024, in each case over the prior year period.
Fenics’ revenue growth was led by Fenics Rates, Credit and Data, network and post-trade businesses.
Fenics represented 24.8% of BGC’s overall revenue in the fourth quarter of 2024 compared to 24.8% in the fourth quarter of 2023, and 25.2% for the year ended December 31, 2024 compared to 25.2% in the year ended December 31, 2023.
Acquisitions On October 22, 2024, the Company announced that it had executed a definitive agreement to acquire OTC Global.
The closing of the proposed acquisition of OTC Global, which is expected to be a substantially all cash transaction, is subject to customary closing conditions, including the receipt of applicable regulatory approvals.
On October 1, 2024, the Company completed the acquisition of Sage, an energy and environmental brokerage firm.
This acquisition will expand BGC’s energy brokerage services in the U.S. and support BGC’s global growth efforts across ECS.
Both the Sage acquisition at the beginning of the fourth quarter of 2024 and the anticipated acquisition of OTC Global are expected to be immediately accretive.

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Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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