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BGC Group, Inc.

For the period ended Sep 30, 2025. Filed Nov 10, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Nov 10, 2025

BGC$10.48+0.2%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-06-30; filed 2025-08-11.

0001628280-25-039532

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-09-30; filed 2025-11-10.

0001628280-25-051029

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 372 previous paragraphs and 381 current paragraphs.

210 unchanged; 129 reworded; 37 added; 32 removed; 1 previous and 5 current paragraphs rearranged.

Tables are not compared: 8 previous and 8 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (37)

Current report

•PortfolioMatch ADV more than doubled, reflecting strong growth in the U.S. and EMEA credit markets. PortfolioMatch continues to gain market share in this fast-growing segment of the credit market and has rapidly expanded its non-U.S. volumes and client base. Momentum is being driven by greater adoption of algorithmic trading and larger average trade sizes. Average trade size on PortfolioMatch reached all-time highs, with the size of trades of U.S. investment grade bonds up nearly 50% year over year.

Current report

On October 6, 2025, the Company announced 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.

Current report

In the fourth quarter of 2024, we sold Capitalab, which was part of our post-trade business, to Capitolis.

Current report

Our $25.0 million cost reduction program will be completed by year-end 2025. This program is expected to enhance our profitability and margins, positioning us as we continue to focus on delivering long-term shareholder value.

Current report

For the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024:

Current report

Our ECS revenues increased by $128.7 million, or 114.0%, to $241.6 million for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024, which was primarily driven by OTC Global and strong organic growth across the broader energy complex. Excluding OTC Global, ECS revenues grew by 21.8% for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024.

Current report

Our FX revenues increased by $14.6 million, or 15.9%, to $106.7 million for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024, which was primarily due to strong growth in emerging market currencies and FX options volumes.

Current report

Our Credit revenues increased by $1.1 million, or 1.6%, to $69.1 million for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024, which was primarily driven by higher credit derivative and structured credit volumes.

Current report

Our Equities revenues increased by $7.1 million, or 13.2%, to $60.4 million for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024, which was primarily driven by strong European and U.S. equity volumes and continued market share gains in these geographies.

Current report

Equity-based compensation and allocations of net income to limited partnership units and FPUs decreased by $11.2 million, or 13.1%, to $74.4 million for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024. The decrease is primarily due to a decrease in accelerations of RSUs.

Current report

Professional and consulting fees decreased by $1.9 million, or 9.3%, to $18.3 million for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024, which was primarily driven by the decrease in professional fees, which had higher costs in the third quarter of 2024 due to FMX, partially offset by the operations of OTC Global.

Current report

Other expenses increased by $15.4 million, or 57.2%, to $42.4 million for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024, which was primarily driven by the operations of OTC Global as well as higher amortization expense related to the acquisitions of OTC Global and Sage. Additionally, there were increases in reserves for certain audit and litigation matters, as compared to the three months ended September 30, 2024.

Current report

Nine Months Ended September 30, 2025 compared to Nine Months Ended September 30, 2024

Current report

Our ECS revenues increased by $304.1 million, or 87.1%, to $653.2 million for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024, which was primarily driven by OTC Global and strong organic growth across the broader energy complex. Excluding OTC Global, ECS revenues grew by 25.0% for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024.

Current report

Our FX revenues increased by $60.1 million, or 22.7%, to $325.2 million for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024, which was primarily due to strong growth in emerging market currencies and FX options volumes.

Current report

Our Equities revenues increased by $29.7 million, or 17.7%, to $197.3 million for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024, which was primarily driven by strong European and U.S. equity volumes.

Current report

Interest and dividend income decreased by $2.9 million, or 6.7%, to $40.9 million for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024. The decrease was primarily driven by a decrease in dividend income from the Company’s membership shares that are recorded under the measurement alternative guidance and a decrease in borrowings from Cantor under the BGC Credit Agreement.

Current report

Professional and consulting fees increased by $2.5 million, or 5.3%, to $49.8 million for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024, primarily driven by the acquisition of OTC Global and increases in audit, tax, consulting charges and regulatory fees.

Current report

Net income (loss) attributable to noncontrolling interest in subsidiaries increased by $3.0 million, or 163.2%, to a loss of $4.9 million for the nine months ended September 30, 2025 as compared to a loss of $1.9 million for the nine months ended September 30, 2024.

Current report

On August 11, 2025, we filed a Registration Statement on Form S-4, which was declared effective by the SEC on August 26, 2025. On August 27, 2025, we launched an 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.

Current report

The remaining movement in Cash and cash equivalents balances is primarily due to an increase in cash provided by operating activities of $213.9 million during the nine months ended September 30, 2025. Net cash provided by operating activities increased during the nine months ended September 30, 2025, primarily due to a $512.5 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 $298.6 million during the nine months ended September 30, 2025.

Current report

The change in working capital was primarily driven by an increase in accrued commissions receivable, net, of $107.1 million, due to higher revenues and the timing of collections, as well as a $143.8 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 $186.2 million as of December 31, 2024 to $149.8 million as of September 30, 2025 due to the sale of treasury bills during the nine months ended September 30, 2025.

Current report

Material movements in our Liquidity position from October 1, 2025 through November 7, 2025 included cash paid for the purchase of equity securities for $20.8 million.

Current report

See Note 26—“Subsequent Events” 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 these transactions. Following the closing of the transactions above, Mr. Brandon G. Lutnick may be deemed to have beneficial ownership, as calculated pursuant to Rule 13d-3 under the Exchange Act, of 23.4% of our outstanding common stock, representing 75.1% of the total voting power of the outstanding common stock of the Company, and Mr. Howard W. Lutnick no longer has beneficial ownership over any such securities.

Current report

The following diagram illustrates our organizational structure as of October 6, 2025, following the completion of Mr. Howard W. Lutnick’s divestiture of his holdings in the Company as described in “—Certain Related Party Transactions”.

Current report

Following the closing of the transactions described under “—Certain Related Party Transactions,” Mr. Brandon G. Lutnick may be deemed to have beneficial ownership, as calculated pursuant to Rule 13d-3 under the Exchange Act, of 23.4% of our outstanding common stock, representing 75.1% of the total voting power of the outstanding common stock of the Company, and Mr. Howard W. Lutnick no longer has beneficial ownership over any such securities.
Removed paragraphs (32)

Previous report

•PortfolioMatch ADV nearly doubled reflecting market share gains across the U.S. and EMEA credit markets. PortfolioMatch’s strong growth was driven by new clients, increased distribution, and deepening connectivity with large systematic traders.

Previous report

In the second quarter of 2025, we launched a cost reduction program, which we expect will be completed by year-end and deliver at least $25 million in annualized savings through expense synergies. These savings are expected to enhance our profitability, drive margins higher, and deliver long-term shareholder value.

Previous report

For the six months ended June 30, 2025 compared to the six months ended June 30, 2024:

Previous report

Our ECS revenues increased by $143.9 million, or 122.2%, to $261.6 million for the three months ended June 30, 2025 as compared to the three months ended June 30, 2024, which was primarily driven by the acquisition of OTC Global and strong organic growth across our energy complex. Excluding the acquisition of OTC Global, ECS revenues grew by 27% for the three months ended June 30, 2025 as compared to the three months ended June 30, 2024.

Previous report

Our FX revenues increased by $19.5 million, or 21.9%, to $108.5 million for the three months ended June 30, 2025 as compared to the three months ended June 30, 2024, which was primarily driven by strong growth in FX options and emerging market currencies.

Previous report

Our Credit revenues increased by $5.9 million, or 8.5%, to $75.3 million for the three months ended June 30, 2025 as compared to the three months ended June 30, 2024, which was primarily driven by higher U.S. and emerging market credit volumes.

Previous report

Our Equities revenues increased by $22.5 million, or 43.8%, to $73.9 million for the three months ended June 30, 2025 as compared to the three months ended June 30, 2024, which was primarily driven by all major Equities products, with particular strength across EMEA and Americas due to higher volatility and market share gains.

Previous report

Equity-based compensation and allocations of net income to limited partnership units and FPUs increased by $17.7 million, or 26.8%, to $83.9 million for the three months ended June 30, 2025 as compared to the three months ended June 30, 2024. There was a $5.9 million increase in the issuance of common stock and grants of exchangeability due to the timing of the issuances. The remaining $11.8 million is primarily due to an increase in accelerations of RSUs and restricted stock awards.

Previous report

Professional and consulting fees increased by $3.0 million, or 23.4%, to $15.8 million for the three months ended June 30, 2025 as compared to the three months ended June 30, 2024, which was primarily driven by the acquisition of OTC Global and an increase in consulting and other professional services and fees.

Previous report

Other expenses increased by $11.3 million, or 84.9%, to $24.7 million for the three months ended June 30, 2025 as compared to the three months ended June 30, 2024, which was primarily due to the acquisition of OTC Global and an increase in revaluation expenses and additional amortization expenses related to new acquisitions, partially offset by a decrease in reserves related to potential losses associated with Russia’s Invasion of Ukraine.

Previous report

Six Months Ended June 30, 2025 compared to Six Months Ended June 30, 2024

Previous report

Our ECS revenues increased by $175.4 million, or 74.2%, to $411.6 million for the six months ended June 30, 2025, as compared to the six months ended June 30, 2024, which was primarily driven by the acquisition of OTC Global and strong organic growth across our energy complex.

Previous report

Our FX revenues increased by $45.5 million, or 26.3%, to $218.5 million for the six months ended June 30, 2025, as compared to the six months ended June 30, 2024, which was primarily driven by strong growth in FX options and emerging market currencies.

Previous report

Our Equities revenues increased by $22.6 million, or 19.8%, to $136.9 million for the six months ended June 30, 2025, as compared to the six months ended June 30, 2024, which was primarily driven by all major Equities products, with particular strength across EMEA and Americas.

Previous report

Interest and dividend income was flat for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024.

Previous report

Professional and consulting fees increased by $4.4 million, or 16.3%, to $31.5 million for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024, primarily driven by the acquisition of OTC Global and an increase in consulting and other professional services and fees.

Previous report

Net income (loss) attributable to noncontrolling interest in subsidiaries decreased by 2.2 million, or 272.9%, to a loss of $3.1 million for the six months ended June 30, 2025 as compared to a loss of $0.8 million for the six months ended June 30, 2024.

Previous report

On July 30, 2025, we accelerated the vesting of 37,092 of Mr. Hauf’s RSUs granted under the BGC Group Equity Plan, which each represented a contingent right to receive one share of Class A common stock, delivered less 12,849 shares withheld by us for taxes at $9.72 per share, in the amount of 24,243 net shares. Additionally, on July 30, 2025, we accelerated the vesting of Mr. Hauf’s RSU Tax Account awards in the amount of $125,000. The acceleration of the vesting of the RSUs, the withholding of shares for taxes and the acceleration of vesting of Mr. Hauf’s RSU Tax Account awards were approved by the Compensation Committee.

Previous report

Sale of CFGM Voting Shares to Trusts Controlled by Brandon G. Lutnick

Previous report

Sale of Other Interests to Trusts Controlled by Brandon G. Lutnick
Reworded paragraphs (129)

Previous wording

The objective of this Management’s Discussion and Analysis is to allow investors to view the Company from management’s perspective, considering items that have had and could have a material impact on future operations. This discussion summarizes the significant factors affecting our results of operations and financial condition as of and during the three and six months ended June 30, 2025 and 2024. 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.

Current wording

The objective of this Management’s Discussion and Analysis is to allow investors to view the Company from management’s perspective, considering items that have had and could have a material impact on future operations. This discussion summarizes the significant factors affecting our results of operations and financial condition as of and during the three and nine months ended September 30, 2025 and 2024. 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.

Previous wording

As of June 30, 2025, we had 2,480 brokers, salespeople, managers, and other front-office personnel across our businesses.

Current wording

As of September 30, 2025, we had 2,513 brokers, salespeople, managers, and other front-office personnel across our businesses.

Previous wording

•64.0 million Cantor units, including 5.7 million purchased on June 30, 2023, were converted into shares of BGC Group Class B common stock, subject to the terms and conditions of the Corporate Conversion Agreement, provided that a portion of the 64.0 million shares of BGC Group Class B common stock issued to Cantor will exchange into BGC Group Class A common stock in the event that BGC Group does not issue at least $75,000,000 in shares of BGC Group Class A or B common stock in connection with certain acquisition transactions prior to July 1, 2030, the seventh anniversary of the Corporate Conversion. As of August 8, 2025, we have issued approximately $17.3 million of BGC Group Class A common stock in connection with acquisitions since the Corporate Conversion;

Current wording

•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 November 7, 2025, we have issued approximately $17.3 million of BGC Class A common stock in connection with acquisitions since the Corporate Conversion;

Previous wording

On February 18, 2025, Mr. Howard W. Lutnick was confirmed by the United States Senate as the 41st Secretary of Commerce. Following his confirmation, on February 18, 2025, Mr. Howard W. Lutnick stepped down as Chairman of the Board and Chief Executive Officer of the Company. On February 18, 2025, the Company appointed Brandon Lutnick, son of Mr. Howard W. 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 John J. Abularrage, JP Aubin, and Sean A. Windeatt as Co-Chief Executive Officers of the Company and as the Principal Executive Officers of the Company.

Current wording

On February 18, 2025, Mr. Howard W. Lutnick was confirmed by the United States Senate as the 41st Secretary of Commerce. Following his confirmation, on February 18, 2025, Mr. Howard W. Lutnick stepped down as Chairman of the Board and Chief Executive Officer of the Company. On February 18, 2025, the Company appointed Mr. Brandon G. Lutnick, son of Mr. Howard W. 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 John J. Abularrage, JP Aubin, and Sean A. Windeatt as Co-Chief Executive Officers of the Company and as the Principal Executive Officers of the Company.

Previous wording

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, Fenics GO, and other newer standalone platforms. Revenues generated from data, network and post-trade attributable to Fenics Growth Platforms are included within their related businesses.

Current wording

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.

Previous wording

Historically, technology-based product growth has led to higher margins and greater profits over time for exchanges and wholesale financial intermediaries alike, even if overall Company revenues remain consistent. This is largely because automated and electronic trading efficiency allows the same number of employees to manage a greater volume of trades as the marginal cost of incremental trading activity falls. Over time, the conversion of exchange-traded and OTC markets to 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.

Current wording

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.

Previous wording

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. 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.

Current wording

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.

Previous wording

Revenues in our Fenics businesses increased 18.6%, to $162.9 million, and 17.1% to $335.5 million, for the three and six months ended June 30, 2025, respectively, as compared to the prior year periods.

Current wording

Revenues in our Fenics businesses increased 12.7%, to $160.0 million, and 15.6% to $495.6 million, for the three and nine months ended September 30, 2025, respectively, as compared to the prior year periods.

Previous wording

Within our Fenics businesses, Fenics Markets revenue grew 16.5%, to $134.1 million, in the second quarter of 2025 as compared to the prior year period. Fenics Markets growth was primarily driven by higher electronic trading volumes and Fenics Market Data revenues.

Current wording

Within our Fenics businesses, Fenics Markets revenue grew to $134.1 million, in the third quarter of 2025, primarily driven by higher electronic trading volumes across Rates and FX products and increased Fenics Market Data revenues.

Previous wording

Fenics Growth Platforms revenue grew 29.6%, to $28.7 million, in the second quarter of 2025, as compared to the prior year period, primarily driven by FMX, PortfolioMatch, and Lucera. We sold our Capitalab business in the fourth quarter of 2024. Excluding Capitalab, Fenics Growth Platforms revenues grew by approximately 38% year-over-year. Collectively, our newer Fenics Growth Platform offerings are not yet fully up to scale, but continue to grow at a leading rate. Over time, we expect these new products and services to become profitable, high-margin businesses as their scale and revenues increase, all else equal.

Current wording

Fenics Growth Platforms revenue grew to $25.9 million, in the third quarter of 2025, primarily driven by FMX, PortfolioMatch, and Lucera, partially offset by the sale of our Capitalab business in the fourth quarter of 2024. Collectively, our newer Fenics Growth Platform offerings are not yet fully up to scale, but continue to grow at a leading rate. Over time, we expect these new products and services to become profitable, high-margin businesses as their scale and revenues increase, all else equal.

Previous wording

We continue to invest in our Fenics Growth Platforms, and notable highlights for the second quarter of 2025 compared to the prior year period include:

Current wording

We continue to invest in our Fenics Growth Platforms, and notable highlights for the third quarter of 2025 compared to the prior year period include:

Previous wording

•FMX UST generated ADV of $68 billion in the second quarter, a 45% increase compared to the prior year period. FMX continues to see strong support from the FMX Equity Partners, who have helped drive central limit order book market share to more than 35% for the second quarter, up from 33% last quarter and 30% a year ago.

Current wording

•FMX UST generated record third quarter ADV of $59.4 billion, more than 12% higher compared to the prior year period, outpacing all electronic U.S. Treasury platforms. This strong growth drove central limit order book market share to a record 37% for the third quarter, up from 35% last quarter and 29% a year ago.

Previous wording

•FMX FX nearly doubled its ADV to $15.6 billion in the second quarter, driven by support from the FMX Equity Partners, as well as the addition of new products and participants.

Current wording

•FMX FX ADV increased by 44% to $13.1 billion, a third quarter record, driven by continued support from FMX’s Equity Partners, as well as the addition of new products and participants.

Previous wording

•FMX Futures Exchange successfully launched U.S. Treasury futures in May 2025 and continued to scale its SOFR futures ADV and open interest to record levels in the second quarter. SOFR average daily open interest increased sequentially by 73% in the second quarter and July’s open interest has more than doubled from those levels.

Current wording

•FMX Futures Exchange continued to scale its SOFR futures ADV and open interest to record levels during the third quarter. SOFR ADV and open interest each increased sequentially by more than 3-fold. FMX, along with the FMX Equity Partners, continues to prioritize growing SOFR ADV and open interest. We expect to see similar adoption in our U.S. Treasury futures offering in 2026.

Previous wording

•Lucera, Fenics’ network business providing critical real-time trading infrastructure to the capital markets, grew revenue by more than 40%, driven by new clients and product launches.

Current wording

•Lucera, Fenics’ network business providing critical real-time trading infrastructure to the capital markets, once again registered double-digit revenue growth. Lucera is rapidly growing its client pipeline for its newer Rates products and continues its global expansion into EMEA and Asia.

Previous wording

Data, network and post-trade revenues increased by 15.1% to $35.5 million. This growth was primarily driven by Lucera and Fenics Market Data, partially offset by lower post-trade revenues due to the sale of BGC’s Capitalab business in the fourth quarter of 2024. Excluding Capitalab, revenues grew by more than 20%.

Current wording

Data, network and post-trade revenues increased by 5.2% to $34.3 million. This growth was primarily driven by 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 of 2024. Excluding Capitalab-related revenues from the prior year period, revenues grew by 11.9%.

Previous wording

Fenics brokerage revenues increased by 19.7% to $127.4 million in the second quarter of 2025 over the prior year period.

Current wording

Fenics brokerage revenues increased by 14.9% to $125.7 million in the third quarter of 2025 over the prior year period.

Previous wording

On April 1, 2025, we completed the previously announced acquisition of OTC Global. We acquired 100% of the equity in OTC Global and its subsidiaries for $325.0 million, subject to post-closing adjustments, which included $322.5 million in cash and $2.5 million of restricted shares of BGC Class A common stock. 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. The amounts of revenue and pre-tax income from OTC Global included in our unaudited Condensed Consolidated Statement of Operations from April 1, 2025 to the period ending June 30, 2025 are $118.3 million and $16.8 million, respectively. This positions us as the world’s largest ECS broker by revenue as of April 1, 2025, making BGC a more comprehensive and diversified company. Furthermore, the OTC Global acquisition was accretive to our second quarter earnings per share.

Current wording

On April 1, 2025, we completed the acquisition of OTC Global. See Note 4—“Acquisitions” 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 this transaction. 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. The amounts of revenue and pre-tax income from OTC Global included in our unaudited Condensed Consolidated Statement of Operations from April 1, 2025 to the period ending September 30, 2025 are $227.2 million and $24.2 million, respectively. This positions us as the world’s largest ECS broker by revenue, making BGC a more comprehensive and diversified company. Furthermore, the OTC Global acquisition was accretive to our third quarter earnings per share on a year-over-year basis.

Previous wording

We had no divestitures or sale of investments during both the three and six months ended June 30, 2025 and 2024.

Current wording

We had no divestitures or sale of investments during both the three and nine months ended September 30, 2025 and 2024.

Previous wording

Amerex, 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 GO, Fenics PortfolioMatch, FMX, FMX Futures, FMX Markets Xchange, FMX UST, FMX FX, FMX Repo, FMX NDF, GFI, GFI Ginga, kACE 2, Lake Securities, Latium Capital, LumeFX, LumeMarkets, Lucera, 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.

Current wording

Amerex, 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 GO, Fenics PortfolioMatch, FMX, FMX Futures, FMX Markets Xchange, FMX UST, FMX FX, FMX Repo, FMX NDF, GFI, GFI Ginga, kACE 2, 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.

Previous wording

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. We derived less than 1% of total revenue from its Moscow branch and sanctioned Russian counterparties. During both the three and six months ended June 30, 2025, we released $4.4 million of reserves associated with Russia’s Invasion of Ukraine. During the three and six months ended June 30, 2024, we reserved $2.0 million and $4.0 million, respectively, in connection with potential losses associated with Russia’s Invasion of Ukraine.

Current wording

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. We derived less than 1% of total revenue from its Moscow branch and sanctioned Russian counterparties. During both the three months ended September 30, 2025, and 2024, we did not record any additional reserves associated with Russia’s Invasion of Ukraine. During the nine months ended September 30, 2025 and 2024, we released a reserve of $4.4 million and recorded reserves of $4.0 million, respectively, in connection with potential losses associated with Russia’s Invasion of Ukraine.

Previous wording

Management performed Pillar 2 calculations for the necessary jurisdictions for the second quarter of 2025 and determined that the minimum global effective tax did not have a material impact on our second quarter 2025 tax rate.

Current wording

Management performed Pillar 2 calculations for the necessary jurisdictions for the third quarter of 2025 and determined that the minimum global effective tax did not have a material impact on our third quarter 2025 tax rate.

Previous wording

On July 4, 2025, President Trump signed the OBBBA into law, which, among other things, introduces 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. Management is currently evaluating potential implications of the OBBBA on our multinational activities, specifically on the applicability of the new net controlled foreign corporation tested income and foreign-derived deduction eligible income rules that replace the Tax Act’s GILTI and foreign-derived intangible income framework.

Current wording

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. Management is currently evaluating potential implications of the OBBBA on our multinational operations and domestic tax attributes, including but not limited to, assessing the applicability and potential impact of the new net controlled foreign corporation tested income and foreign-derived deduction eligible income rules that replace the Tax Act’s GILTI and foreign-derived intangible income framework, and the revised Internal Revenue Code Section 163(j) interest expense limitation and the reinstated expensing treatment under Internal Revenue Code Section 174A for domestic research and experimentation expenditures.

Previous wording

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 improved backdrop is expected to support both BGC’s Fenics and Voice/Hybrid businesses for the foreseeable future.

Current wording

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.

Previous wording

During the three months ended June 30, 2025, industry volumes were higher across Rates, ECS, FX, Credit, and Equities compared to the prior year period. BGC’s brokerage revenues were up by 45.9% year-over-year in the quarter, reflecting growth across all asset classes and geographies.

Current wording

During the three months ended September 30, 2025, industry volumes were higher across Credit and Equities compared to the prior year period. Secondary market trading volumes were mixed across Rates and generally lower across ECS and FX. BGC’s brokerage revenues were up by 34.4% year-over-year in the quarter, reflecting growth across all asset classes and geographies.

Previous wording

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

Current wording

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

Previous wording

ECS volumes were higher during the second quarter of 2025 compared to the prior year period. CME and ICE energy futures and options volumes were up 26% and 27%, respectively, compared to the prior year period. In comparison, BGC’s ECS revenues increased 122.2%, compared to the prior year period, to $261.6 million.

Current wording

ECS volumes were lower during the third quarter of 2025 compared to the prior year period. CME and ICE energy futures and options volumes were down 11% and 2%, respectively, compared to the prior year period. In comparison, BGC’s ECS revenues increased 114.0%, compared to the prior year period, to $241.6 million, driven by OTC Global and strong organic growth across the broader energy complex. Excluding OTC Global, ECS revenues grew by 21.8% compared to the prior year period.

Previous wording

Rates volumes were higher during the second quarter of 2025 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 19% compared to the prior year period. Over the same time period, listed products on CME were up 20%, and OTC interest rate derivative volumes traded on SEF were up 11% compared to the second quarter of 2024, according to Clarus. In comparison, our overall Rates revenues were up 20.8%, as compared to a year earlier, to $200.6 million.

Current wording

Rates volumes were mixed during the third quarter of 2025 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 down 2% compared to the prior year period. Over the same time period, listed products on CME were down 10%, and OTC interest rate derivative volumes traded on SEF were up 8% compared to the third quarter of 2024, according to Clarus. In comparison, our overall Rates revenues were up 12.1%, as compared to a year earlier, to $195.3 million.

Previous wording

Global foreign exchange volumes were higher during the second quarter of 2025 compared to the prior year period. Volumes for CME FX futures and options and CME EBS spot FX were up 2%, and 29% respectively, and Cboe FX was up 14%. In comparison, our overall FX revenues increased by 21.9%, compared to the prior year period, to $108.5 million.

Current wording

Global foreign exchange volumes were generally lower during the third quarter of 2025 compared to the prior year period. Volumes for CME FX futures and options and CME EBS spot FX were down 23%, and 16% respectively, and Cboe FX was flat. In comparison, our overall FX revenues increased by 15.9%, compared to the prior year period, to $106.7 million.

Previous wording

Our Credit business is impacted by the level of global corporate bond issuance and interest rates. Credit volumes were higher during the second quarter of 2025 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 22% according to Bloomberg. In comparison, our overall Credit revenues increased by 8.5%, compared to the prior year period, to $75.3 million.

Current wording

Our Credit business is impacted by the level of global corporate bond issuance and interest rates. Credit volumes were higher during the third quarter of 2025 compared to the prior year period. FINRA TRACE average daily volume for U.S. Investment Grade was up 4% and U.S. High Yield was up 14% according to Bloomberg. In comparison, our overall Credit revenues increased by 1.6%, compared to the prior year period, to $69.1 million.

Previous wording

Global equity volumes were generally higher during the second quarter of 2025 compared to the prior year period. According to the Securities Industry and Financial Markets Association, or SIFMA, the average daily volume of U.S. cash equities was up 56% as compared to a year earlier. Over the same timeframe, the average daily volume of U.S. options was up 24%, according to the OCC, however, Eurex average daily volumes of equity and equity index derivatives were down 7%. Our Equities business primarily consists of equity derivatives and our overall revenues from Equities increased by 43.8%, compared to the prior year period, to $73.9 million.

Current wording

Global equity volumes were generally higher during the third quarter of 2025 compared to the prior year period. According to the Securities Industry and Financial Markets Association, or SIFMA, the average daily volume of U.S. cash equities was up 53% as compared to a year earlier. Over the same timeframe, the average daily volume of U.S. options was up 25%, according to the OCC, however, Eurex average daily volumes of equity and equity index derivatives were down 24%. Our Equities business primarily consists of equity derivatives and our overall revenues from Equities increased by 13.2%, compared to the prior year period, to $60.4 million.

Previous wording

As of June 30, 2025, our front-office headcount was 2,480 brokers, salespeople, managers, and other front-office personnel, up 16.9% from 2,122 a year ago. Compared to the prior year, average revenue per front-office employee for the three months ended June 30, 2025, increased by 27.4%, to $0.3 million.

Current wording

As of September 30, 2025, our front-office headcount was 2,513 brokers, salespeople, managers, and other front-office personnel, up 18.5% from 2,121 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 September 30, 2025, increased by 12.4%, to $0.3 million.

Previous wording

Income from operations before income taxes was $75.3 million compared to $55.2 million in the prior year period.

Current wording

Income from operations before income taxes was $33.5 million compared to $19.7 million in the prior year period.

Previous wording

Total revenues increased $233.2 million compared to the prior year period, or 42.3%, to $784.0 million. Excluding OTC Global, revenues grew by $114.9 million, or 21%. Brokerage revenues increased by $226.4 million, or 45.9% due to overall growth across all asset classes:

Current wording

Total revenues increased $175.7 million compared to the prior year period, or 31.3%, to $736.8 million. Excluding OTC Global, revenues grew by $66.8 million, or 11.9%. Brokerage revenues increased by $172.5 million, or 34.4% due to overall growth across all asset classes:

Previous wording

•ECS increased $143.9 million, or 122.2%, driven by the acquisition of OTC Global. Excluding OTC Global, ECS grew by $31.3 million, or 27%;

Current wording

•ECS increased $128.7 million, or 114.0%, driven by the operations of OTC Global. Excluding OTC Global, ECS grew by $24.7 million, or 21.8%;

Previous wording

In addition, there was a decrease of $1.9 million, or 10.9% in Interest and dividend income, primarily driven by a decrease in dividend income partially offset by interest income earned on government bonds and money market funds. Further, there was an increase of $4.7 million, or 15.1%, in Data, network and post-trade revenues, primarily driven by Lucera and Fenics Market Data, partially offset by lower post-trade revenues due to the sale of BGC’s Capitalab business in the fourth quarter of 2024. Excluding Capitalab, Data, Network and Post-trade revenues grew by $6.0 million, or 20.2%.

Current wording

There was an increase of $1.7 million, or 5.2%, in Data, network and post-trade revenues, primarily driven by Lucera and Fenics Market Data, partially offset by lower post-trade revenues due to the sale of BGC’s Capitalab business in the fourth quarter of 2024. Excluding Capitalab, Data, Network and Post-trade revenues grew by $3.7 million, or 11.9%. There was a decrease of $2.9 million, or 17.1% in Interest and dividend income, primarily due to a combination of reduced balances earning interest, lower rates, and lower dividend amounts received from our equity securities, which are included in “Other assets” in our unaudited Condensed Consolidated Statements of Financial Condition. There was an increase of $5.1 million, or 89.4%, in Other revenues, primarily driven by the operations of OTC Global and increased consulting income.

Previous wording

Total expenses increased $211.5 million, or 42.3%, to $711.7 million compared to the prior year period, primarily driven by the operations of OTC Global, which we acquired on April 1, 2025. We recorded total expenses of $101.5 million for the three months ended June 30, 2025 related to the operation of OTC Global. Total compensation and employee benefits expenses increased by $162.2 million which was primarily due to the operations of OTC Global and higher revenues during the period. The $49.3 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 and the BGC Group 6.600% Senior Notes issued in June 2024. The increase in Interest expense was partially offset by a reduction of interest expense due to the repayments in full of the $255.5 million outstanding aggregate principal amount of BGC Group 3.750% Senior Notes and the $44.5 million outstanding aggregate principal amount of BGC Partners 3.750% Senior Notes on October 1, 2024 and repayments of the outstanding borrowings on the Revolving Credit Agreement. Non-compensation expenses also increased period over period due to higher Selling and promotion and Communication costs which were primarily driven by higher revenues.

Current wording

Total expenses increased $157.6 million, or 28.8%, to $705.6 million compared to the prior year period, primarily driven by the operations of OTC Global, which we acquired on April 1, 2025. We recorded total expenses of $101.5 million for the three months ended September 30, 2025 related to the operations of OTC Global. Total compensation and employee benefits expenses increased by $117.7 million which was primarily due to the operations of OTC Global and higher commissionable revenues during the period. The $39.9 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, and outstanding borrowings on the Revolving Credit Agreement during the period. The increase in Interest expense was partially offset by a reduction of interest expense due to the repayments in full of the $255.5 million outstanding aggregate principal amount of BGC Group 3.750% Senior Notes and the $44.5 million outstanding aggregate principal amount of BGC Partners 3.750% Senior Notes on October 1, 2024. Non-compensation expenses also increased period over period due to higher Selling and promotion and Communication costs which were primarily driven by the operations of OTC Global.

Previous wording

Income from operations before income taxes was $155.3 million compared to $126.3 million for the same period in the prior year.

Current wording

Income from operations before income taxes was $188.8 million compared to $146.0 million for the same period in the prior year.

Previous wording

Total revenues increased $318.9 million compared to the prior year period, or 28.2%, to $1,448.2 million. Excluding OTC Global, revenues grew by $200.6 million, or 17.8%. Brokerage revenues increased by $309.1 million, or 30.3% due to overall growth across all asset classes:

Current wording

Total revenues increased $494.6 million compared to the prior year period, or 29.3%, to $2,185.1 million. Excluding OTC Global, revenues grew by $267.4 million, or 15.8%. Brokerage revenues increased by $481.6 million, or 31.6% due to overall growth across all asset classes:

Previous wording

•ECS increased $175.4 million, or 74.2%, driven by the acquisition of OTC Global. Excluding OTC Global, ECS grew by $62.8 million, or 27%;

Current wording

•ECS increased $304.1 million, or 87.1%, driven by the operations of OTC Global. Excluding OTC Global, ECS grew by $87.4 million, or 25.0%;

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Rearranged current paragraphs (5)

Current report — wording carried from elsewhere

Structure of BGC Group, Inc. as of October 6, 2025

Current report — wording carried from elsewhere

1 Percentage includes restricted shares issued in exchange for former partners’ units in BGC Holdings.

Current report — wording carried from elsewhere

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

Current report — wording carried from elsewhere

3 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 our Class B common stock beneficially owned by a member of the Lutnick family, which represents less than 1% of our total outstanding Class B common stock.

Current report — wording carried from elsewhere

4 For the purposes of this diagram, Cantor includes Cantor Fitzgerald, L.P. and CFGM. As of October 6, 2025, Cantor Fitzgerald, L.P. owned 21.5% of the economics and 70.1% of the voting power in BGC Group, and CFGM owned 0.7% of the economics and 2.0% of the voting power in BGC Group.
Rearranged previous paragraphs (1)

Previous report — wording carried elsewhere

Sale of Class B Common Stock to Cantor