0001628280-24-044431 8-K 15 20241031 2.02 9.01 20241031 20241031 BGC Group, Inc. 0001094831 6200 02 Finance 863748217 1231 8-K 34 001-35591 241412524 499 PARK AVENUE NEW YORK NY 10022 212-610-2200 499 PARK AVENUE NEW YORK NY 10022 BGC Partners, Inc. 20080404 ESPEED INC 19990913 8-K 1 bgcp-20241031.htm 8-K FALSE000109483100010948312024-10-312024-10-31 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 31, 2024 BGC Group, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-35591 86-3748217 (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 499 Park Avenue, New York, NY 10022 (Address of principal executive offices) Registrant’s telephone number, including area code: (212) 610-2200 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ? Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ? Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ? Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ? Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Trading Title of each class Symbol(s) Name of each exchange on which registered Class A Common Stock, $0.01 par value BGC The NASDAQ Stock Market LLC Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ? Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ? -------------------------------------------------------------------------------- Item 2.02. Results of Operations and Financial Condition. On October 31, 2024, BGC Group, Inc. (the “Registrant,” “we,” “us,” “BGC Group,” “BGC,” or the “Company”) issued a press release announcing its financial results for the quarter and year ended September 30, 2024. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein. Except as indicated below, the information in this Item 2.02 and Exhibit 99.1 attached to this Current Report on Form 8-K are being furnished under Item 2.02 of Form 8-K. Such information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing and as set forth below. Discussion of Forward-Looking Statements about BGC Statements in the Exhibit 99.1 of the Current Report on Form 8-K regarding BGC that are not historical facts are “forward-looking statements” that involve risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements. These include statements about the Company’s business, results, financial position, liquidity and outlook, which may constitute forward-looking statements and are subject to the risk that the actual impact may differ, possibly materially, from what is currently expected. Except as required by law, BGC undertakes no obligation to update any forward-looking statements. For a discussion of additional risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see BGC’s Securities and Exchange Commission filings, including, but not limited to, the risk factors and Special Note on Forward-Looking Information set forth in these filings and any updates to such risk factors and Special Note on Forward-Looking Information contained in subsequent reports on Form 10-K, Form 10-Q or Form 8-K. Filed Information The information set forth under the headings “Dividend Information” set forth in Exhibit 99.1 to this Current Report on Form 8-K is being filed under Item 2.02 of Form 8-K and shall be deemed incorporated by reference in any filing under the Securities Act, except as expressly set forth by specific reference in such filing. All other information set forth in Exhibit 99.1 is being furnished. Item 9.01. Financial Statements and Exhibits. (d) Exhibits. The exhibit index set forth below is incorporated by reference in response to this Item 9.01. -------------------------------------------------------------------------------- EXHIBIT INDEX Exhibit Number Description 99.1 BGC Group, Inc. press release dated October 31 , 2024 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL -------------------------------------------------------------------------------- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized. BGC Group, Inc. Date: October 31, 2024 By: /s/ Howard W. Lutnick Name: Howard W. Lutnick Title: Chairman of the Board and Chief Executive Officer [Signature Page to Form 8-K, dated October 31, 2024, regarding BGC’s third quarter September 30, 2024 Earnings Release] EX-99.1 2 bgc-20240930xexx991.htm EX-99.1 [[Image Removed: image.jpg]] EXHIBIT 99.1 NEW YORK – October 31, 2024 – BGC Group, Inc. (Nasdaq: BGC) today reported its financial results for the quarter ended September 30, 2024.1 Howard W. Lutnick, Chairman and CEO: "We delivered record third quarter revenues of $561 million, up 16 percent compared to last year. Our strong performance reflected growth across every asset class and region, which drove our pre-tax Adjusted Earnings up more than 24 percent. We agreed to acquire OTC Global Holdings, the largest independent institutional energy and commodities broker, and closed our acquisition of Sage Energy Partners in October. We expect both transactions to be immediately accretive and together add more than $450 million in annual revenue. FMX continues to outperform its peers, generating record volumes across our U.S. Treasury and FX platforms. FMX Futures Exchange, which launched September 23rd, provides clients with much-needed innovation, superior pricing, and dramatically improved capital efficiencies. We expect to connect an additional 5 to 10 of the largest FCMs over the next two quarters." SELECT FINANCIAL RESULTS2,3 Highlights of Consolidated Results 3Q24 3Q23 Change (USD millions) Revenues $561.1 $482.7 16.2% GAAP income from operations before income taxes 19.7 23.9 (17.4)% GAAP net income for fully diluted shares 14.2 16.0 (11.2)% Adjusted Earnings before noncontrolling interest in 126.7 101.9 24.4% subsidiaries and taxes Post-tax Adjusted Earnings 126.6 94.1 34.5% Adjusted EBITDA 151.4 135.9 11.4% Per Share Results 3Q24 3Q23 Change GAAP fully diluted earnings (loss) per share $0.03 $0.03 —% Post-tax Adjusted Earnings per share $0.26 $0.19 36.8% 1 This release includes the results of BGC Group, Inc. beginning in Q3 2023, following the completion of BGC's corporate conversion on July 1, 2023. All historic information prior to Q3 2023 reflects the results of BGC Partners, Inc. The discussion of record results excludes business dispositions or spin-offs, such as BGC’s spin-off of Newmark Group, Inc. and the sale of its Insurance Brokerage Business. 2 U.S. Generally Accepted Accounting Principles is referred to as "GAAP." "GAAP income before income taxes and noncontrolling interests" and "Adjusted Earnings before noncontrolling interests and taxes" may be used interchangeably with "GAAP pre-tax income" and "pre-tax Adjusted Earnings," respectively. See the sections of this document including "Timing of Outlook for Certain GAAP and Non-GAAP Items," "Non-GAAP Financial Measures," "Adjusted Earnings Defined," "Reconciliation of GAAP Income (Loss) from Operations before Income Taxes to Adjusted Earnings and GAAP Fully Diluted EPS to Post-Tax Adjusted EPS," "Fully Diluted Weighted-Average Share Count under GAAP and for Adjusted Earnings," "Adjusted EBITDA Defined," "Reconciliation of GAAP Net Income (Loss) Available to Common Stockholders to Adjusted EBITDA," "Liquidity Analysis," and "Constant Currency Defined," including any footnotes to these sections, for the complete and updated definitions of these non-GAAP terms and how, when and why management uses them, as well as for the differences between results under GAAP and non-GAAP for the periods discussed herein. 3 For comparative revenue changes in Constant Currency, please see sections in this document titled "Consolidated Revenues in Constant Currency" and "Fenics Revenues in Constant Currency." Page 1 -------------------------------------------------------------------------------- SUMMARY RESULTS ?Record third quarter revenues of $561.1 million, up 16.2 percent versus last year, reflecting strong growth across every asset class and region. ?Revenues across the Americas, EMEA, and APAC grew by 19.0 percent, 16.5 percent, and 8.3 percent, respectively. ?Record third quarter Fenics revenues of $142.1 million, which grew by 13.3 percent, led by Fenics Growth Platforms, up 37.3 percent and Fenics Markets, up 9.2 percent compared to last year. Profitability grew by double-digits across all Adjusted Earnings metrics during the quarter: ?Pre-tax Adjusted Earnings grew by 24.4 percent to $126.7 million; ?Post-tax Adjusted Earnings increased by 34.5 percent to $126.6 million and post-tax Adjusted Earnings per share improved by 36.8 percent to $0.26 per share; ?Adjusted EBITDA grew by 11.4 percent to $151.4 million for the third quarter. CONSOLIDATED REVENUES4 Consolidated Revenues 3Q24 3Q23 Change (USD millions) Rates $174.3 $145.7 19.6% ECS ("Energy, Commodities, and Shipping") 112.9 93.1 21.3% Foreign Exchange 92.1 79.8 15.4% Credit 68.0 63.7 6.7% Equities 53.3 52.7 1.3% Total Brokerage Revenues $500.6 $435.0 15.1% Data, Network, and Post-trade 32.7 27.8 17.5% Interest and dividend income, Fees from related 27.8 19.9 40.0% parties and Other revenues Total Revenues $561.1 $482.7 16.2% Total brokerage revenues grew by 15.1 percent: ?Rates revenues increased by 19.6 percent to $174.3 million, reflecting higher volumes across the asset class. ?ECS revenues grew by 21.3 percent to $112.9 million, driven by strong organic growth across the energy complex and BGC's leading environmental business. 4 Beginning in the first quarter of 2024, "Energy and Commodities" was renamed to "ECS" (Energy, Commodities, and Shipping) to better reflect the integrated operations of these businesses. Page 2 -------------------------------------------------------------------------------- BGC closed its acquisition of Sage Energy Partners ("Sage") on October 1st. Additionally, BGC entered into a definitive agreement to acquire OTC Global Holdings ("OTC"), which is expected to close by the end of the first quarter of 2025. Both acquisitions are expected to be immediately accretive and together add more than $450 million in annual revenue.5 ?Foreign Exchange revenues improved by 15.4 percent to $92.1 million, primarily driven by emerging markets products and higher G10 options volumes. ?Credit revenues increased by 6.7 percent to $68.0 million, led by Fenics' PortfolioMatch and higher emerging market and European credit volumes. ?Equities revenues grew by 1.3 percent to $53.3 million, driven by U.S. and European equity derivatives volumes, partially offset by lower Asian equity derivative activity. Data, Network, and Post-trade revenues improved by 17.5 percent to $32.7 million, driven by strong subscription-based revenue growth across Fenics Market Data and Lucera. Interest and dividend income, Fees from related parties and Other revenues increased by 40.0 percent to $27.8 million, due to higher interest income versus the year ago period. FENICS6 Fenics Revenues 3Q24 3Q23 Change (USD millions) Fenics Markets $116.8 $107.0 9.2% Fenics Growth Platforms 25.3 18.4 37.3% Fenics Revenues $142.1 $125.4 13.3% Fenics revenues improved by 13.3 percent to $142.1 million: Fenics Markets produced revenues of $116.8 million, an increase of 9.2 percent. This growth was driven by higher electronic volumes across Rates and Foreign Exchange. Fenics Growth Platforms generated revenues of $25.3 million, up 37.3 percent, driven by FMX, PortfolioMatch, and Lucera. ?FMX: ?FMX UST generated record average daily volume ("ADV") of $53 billion for the third quarter, up 40 percent compared to last year. This translated into 29.4 percent market share for the third quarter compared to 25.3 percent a year ago.7 ?FMX FX average daily volumes improved more than 38 percent compared to last year on record ADV of over $9 billion. FMX FX continues to outperform and grow its market share in the enormous global foreign exchange market. ?FMX Futures Exchange launched on September 23rd trading SOFR futures, the largest notional futures contract in the world. The Exchange launched with five FCMs, Goldman Sachs, J.P. 5 For additional information, please see the press releases titled "BGC Group expands energy and environmental brokerage services with acquisition of Sage Energy Partners" and "BGC Group announces agreement to acquire OTC Global Holdings." 6 FMX revenues are reported within Fenics. 7 Central limit order book ("CLOB") market share. Source: Coalition Greenwich. Page 3 -------------------------------------------------------------------------------- Morgan, Marex, RBC, and Wells Fargo. FMX expects to connect an additional 5 to 10 of the largest FCMs for the launch of U.S. Treasury futures in the first quarter of 2025. ?PortfolioMatch U.S. credit volumes increased more than 150 percent and its European volumes were up over 9-fold compared to last year. ?Lucera, our network business providing critical real-time trading infrastructure to the capital markets, grew its revenue by over 34 percent. Lucera is leveraging its strength in the FX markets and expanding across the Rates landscape. CONSOLIDATED EXPENSES AND TAXES8 Consolidated Expenses 3Q24 3Q23 Change (USD millions) Compensation and employee benefits under GAAP $271.3 $233.1 16.4% Equity-based compensation and allocations of net income 85.7 69.3 23.7% to limited partnership units and FPUs Non-compensation expenses under GAAP 191.0 162.5 17.5% Total expenses under GAAP $548.0 $464.9 17.9% Compensation and employee benefits for Adjusted $271.3 $233.2 16.3% Earnings Non-compensation expenses for Adjusted Earnings 164.8 147.9 11.5% Total expenses for Adjusted Earnings $436.2 $381.1 14.4% Compensation and employee benefits under GAAP and for Adjusted Earnings increased by 16.4 percent and 16.3 percent, respectively, primarily due to higher commissionable revenues during the period. Non-compensation expenses under GAAP and for Adjusted Earnings increased by 17.5 percent and 11.5 percent, respectively, largely driven by higher interest expense, which was more than offset by higher interest income. Taxes 3Q24 3Q23 Change (USD millions) GAAP provision for income taxes $6.0 $5.3 12.8% Provision for income taxes for Adjusted Earnings 1.2 6.3 (81.2)% 8 For additional information on "Equity-based compensation and allocations of net income to limited partnership units and FPUs," please see the section of this document titled "Adjusted Earnings Defined" and the footnotes to the table titled "Reconciliation of GAAP Income (Loss) from Operations before Income Taxes to Adjusted Earnings and GAAP Fully Diluted EPS to Post-Tax Adjusted EPS." Page 4 -------------------------------------------------------------------------------- CONSOLIDATED SHARE COUNT9 Consolidated Share Count 3Q24 3Q23 Change 2Q24 Change (USD millions) (QoQ) Fully diluted weighted-average share 478.7 477.5 0.2% 480.9 (0.5)% count under GAAP Fully diluted weighted-average share 494.8 490.1 1.0% 496.8 (0.4)% count for Adjusted Earnings BGC's fully diluted weighted-average share count for Adjusted Earnings was 494.8 million during the third quarter, a 0.4 percent decrease compared to the second quarter of 2024 and a 1.0 percent increase compared to the third quarter of 2023. BGC continues to expect its fully diluted weighted-average share count to remain approximately flat for the full year 2024. OUTLOOK Metric (USD millions) Guidance Actual 4Q 2024 4Q 2023 Revenues $545 - $595 $516.8 Pre-tax Adjusted Earnings $122 - $138 $110.8 DIVIDEND INFORMATION On October 30, 2024, BGC’s Board of Directors declared a quarterly qualified cash dividend of $0.02 per share payable on December 4, 2024 to Class A and Class B common stockholders of record as of November 21, 2024, which is the same date as the ex-dividend date. ONLINE AVAILABILTY OF INVESTOR PRESENTATION AND ADDITIONAL FINANCIAL INFORMATION An investor presentation as well as Excel versions of the tables at the end of this document are available for download at http://ir.bgcg.com. Additional details on overall Fenics revenues are available in the supplemental Excel financial tables that accompany this press release at http://ir.bgcg.com. The Excel tables and earnings presentation contain the results discussed in this document as well as other useful information that may not be contained herein. BGC CONFERENCE CALL AND INVESTOR PRESENTATION BGC will hold a conference call on the date of this release starting at 10:00 a.m. ET. A live webcast of the call, along with an investor presentation summarizing BGC’s consolidated non-GAAP results, will be accessible at http://ir.bgcg.com. Alternatively, interested parties can access the call by dialing +1 877-407-0312 (U.S.) or +1 201-389-0899 (international) and will connected by an operator. After the conference call, an archived recording will be available at http://ir.bgcg.com. 9 BGC's fully diluted weighted-average share count under GAAP may differ from the fully diluted weighted average share count for Adjusted Earnings to avoid anti-dilution in certain periods. This also impacts GAAP net income (loss) for fully diluted shares in such periods. Page 5 -------------------------------------------------------------------------------- BGC GROUP, INC. CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (in thousands, except per share data) (unaudited) September 30, December 31, 2024 2023 Assets Cash and cash equivalents $ 563,467 $ 655,641 Cash segregated under regulatory requirements 20,033 17,255 Financial instruments owned, at fair value 211,026 45,792 Receivables from broker-dealers, clearing organizations, 1,172,822 350,036 customers and related broker-dealers Accrued commissions and other receivables, net 362,036 305,793 Loans, forgivable loans and other receivables from employees and 398,223 367,805 partners, net Loan receivable from related parties 150,000 — Fixed assets, net 188,193 178,300 Investments 43,208 38,314 Goodwill 505,555 506,344 Other intangible assets, net 197,400 211,285 Receivables from related parties 5,458 2,717 Other assets 564,306 496,655 Total assets $ 4,381,727 $ 3,175,937 Liabilities, Redeemable Partnership Interest, and Equity Repurchase agreements $ 1,962 $ — Accrued compensation 187,378 206,364 Payables to broker-dealers, clearing organizations, customers 998,528 202,266 and related broker-dealers Payables to related parties 15,359 17,456 Accounts payable, accrued and other liabilities 694,736 668,189 Notes payable and other borrowings 1,440,706 1,183,506 Total liabilities 3,338,669 2,277,781 Equity Stockholders' equity: Class A common stock, par value $0.01 per share; 1,500,000,000 shares authorized; 418,891,099 and 403,574,835 shares issued at September 30, 2024 and December 31, 2023, respectively; and 375,431,964 and 390,094,988 shares outstanding at September 30, 2024 and December 31, 2023, respectively 4,189 4,036 Class B common stock, par value $0.01 per share; 300,000,000 shares authorized; 109,452,953 and 109,452,953 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively, convertible into Class A common 1,095 1,095 stock Additional paid-in capital 2,223,773 2,105,130 Treasury stock, at cost: 43,459,123 and 13,479,847 shares of Class A common stock at September 30, 2024 and December 31, 2023, respectively (281,476) (67,414) Retained deficit (1,041,840) (1,119,182) Accumulated other comprehensive income (loss) (45,634) (38,582) Total stockholders' equity 860,107 885,083 Noncontrolling interest in subsidiaries 182,951 13,073 Total equity 1,043,058 898,156 Total liabilities, redeemable partnership interest and equity $ 4,381,727 $ 3,175,937 Page 6 -------------------------------------------------------------------------------- BGC GROUP, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share data) (unaudited) Three Months Ended September 30, Nine Months Ended September 30, Revenues: 2024 2023 2024 2023 Commissions $ 407,095 $ 350,305 $ 1,217,348 $ 1,076,313 Principal transactions 93,551 84,725 304,839 294,537 Total brokerage revenues 500,646 435,030 1,522,187 1,370,850 Fees from related parties 5,106 3,723 14,170 11,742 Data, network and post-trade 32,661 27,797 94,376 81,919 Interest and dividend income 16,944 10,150 43,853 28,836 Other revenues 5,754 5,994 15,900 15,294 Total revenues 561,111 482,694 1,690,486 1,508,641 Expenses: Compensation and employee benefits 271,307 233,087 834,139 743,688 Equity-based compensation and allocations of net income to limited partnership units and 85,690 69,268 247,978 277,285 FPUs Total compensation and employee 356,997 302,355 1,082,117 1,020,973 benefits Occupancy and equipment 45,195 40,028 126,960 121,681 Fees to related parties 8,251 7,046 23,475 23,477 Professional and consulting fees 20,184 13,734 47,248 44,254 Communications 30,416 29,222 90,596 84,974 Selling and promotion 17,376 14,939 51,861 44,875 Commissions and floor brokerage 17,539 14,755 52,345 46,181 Interest expense 25,125 20,780 66,812 56,436 Other expenses 26,955 22,030 54,847 47,759 Total non-compensation expenses 191,041 162,534 514,144 469,637 Total expenses 548,038 464,889 1,596,261 1,490,610 Other income (losses), net: Gains (losses) on equity method 2,360 2,094 6,894 6,568 investments Other income (loss) 4,276 3,967 44,852 1,221 Total other income (losses), net 6,636 6,061 51,746 7,789 Income (loss) from operations before 19,709 23,866 145,971 25,820 income taxes Provision (benefit) for income taxes 5,996 5,314 46,042 8,308 Consolidated net income (loss) $ 13,713 $ 18,552 $ 99,929 $ 17,512 Less: Net income (loss) attributable to noncontrolling interest in subsidiaries (1,034) 1,506 (1,856) 1,192 Net income (loss) available to common $ 14,747 $ 17,046 $ 101,785 $ 16,320 stockholders Page 7 -------------------------------------------------------------------------------- CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share data) (unaudited) Continued Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Per share data: Basic earnings (loss) per share Net income (loss) attributable to $ 14,192 $ 15,974 $ 96,866 $ 15,248 common stockholders Basic earnings (loss) per share $ 0.03 $ 0.03 $ 0.20 $ 0.04 Basic weighted-average shares of 473,435 468,544 473,076 412,178 common stock outstanding Fully diluted earnings (loss) per share Net income (loss) for fully diluted $ 14,194 $ 15,989 $ 96,915 $ 15,107 shares Fully diluted earnings (loss) per $ 0.03 $ 0.03 $ 0.20 $ 0.03 share Fully diluted weighted-average shares 478,652 477,545 479,161 494,545 of common stock outstanding Page 8 -------------------------------------------------------------------------------- Non-GAAP Financial Measures The non-GAAP definitions below include references to certain equity-based compensation instruments, such as restricted stock awards and/or restricted stock units (“RSUs”), that the Company has issued and outstanding following its corporate conversion on July 1, 2023. Although BGC is retaining certain defined terms and references, including references to partnerships or partnership units, for purposes of comparability before and after the corporate conversion, such references may not be applicable following the period ended June 30, 2023. This document contains non-GAAP financial measures that differ from the most directly comparable measures calculated and presented in accordance with Generally Accepted Accounting Principles in the United States (“GAAP”). Non-GAAP financial measures used by the Company include “Adjusted Earnings before noncontrolling interests and taxes”, which is used interchangeably with “pre-tax Adjusted Earnings”; “Post-tax Adjusted Earnings to fully diluted shareholders”, which is used interchangeably with “post-tax Adjusted Earnings”; “Adjusted EBITDA”; “Liquidity”; and “Constant Currency”. The definitions of these terms are below. Adjusted Earnings Defined BGC uses non-GAAP financial measures, including “Adjusted Earnings before noncontrolling interests and taxes” and “Post-tax Adjusted Earnings to fully diluted shareholders”, which are supplemental measures of operating results used by management to evaluate the financial performance of the Company and its consolidated subsidiaries. BGC believes that Adjusted Earnings best reflect the operating earnings generated by the Company on a consolidated basis and are the earnings which management considers when managing its business. As compared with “Income (loss) from operations before income taxes” and “Net income (loss) for fully diluted shares”, both prepared in accordance with GAAP, Adjusted Earnings calculations primarily exclude certain non-cash items and other expenses that generally do not involve the receipt or outlay of cash by the Company and/or which do not dilute existing stockholders. In addition, Adjusted Earnings calculations exclude certain gains and charges that management believes do not best reflect the underlying operating performance of BGC. Adjusted Earnings is calculated by taking the most comparable GAAP measures and adjusting for certain items with respect to compensation expenses, non-compensation expenses, and other income, as discussed below. Calculations of Compensation Adjustments for Adjusted Earnings and Adjusted EBITDA Treatment of Equity-Based Compensation Line Item for Adjusted Earnings and Adjusted EBITDA The Company’s Adjusted Earnings and Adjusted EBITDA measures exclude all GAAP charges included in the line item “Equity-based compensation and allocations of net income to limited partnership units and FPUs” (or “equity-based compensation” for purposes of defining the Company’s non-GAAP results) as recorded on the Company’s GAAP Consolidated Statements of Operations and GAAP Consolidated Statements of Cash Flows. These GAAP equity-based compensation charges reflect the following items: ?Charges related to amortization of RSUs, restricted stock awards, other equity-based awards, and limited partnership units; ?Charges with respect to grants of exchangeability, which reflect the right of holders of limited partnership units with no capital accounts, such as LPUs and PSUs, to exchange these units into shares of common stock, or into partnership units with capital accounts, such as HDUs, as well as cash paid with respect to taxes withheld or expected to be owed by the unit holder upon such exchange. The withholding taxes related to the exchange of certain non-exchangeable units without a capital account into either common shares or units with a capital account may be funded by the redemption of preferred units such as PPSUs; ?Charges with respect to preferred units and RSU tax accounts. Any preferred units and RSU tax accounts would not be included in the Company’s fully diluted share count because they cannot be made exchangeable into shares of common stock and are entitled only to a fixed distribution or dividend. Preferred units are granted in connection with the grant of certain limited partnership units that may be granted exchangeability or redeemed in connection with the grant of shares of common stock, and RSU tax accounts are granted in connection with the grant of RSUs. The preferred units and RSU tax accounts are granted at ratios designed to cover any withholding taxes expected to be paid. This is an alternative to the common practice among public companies of issuing the gross amount of shares to employees, subject to cashless withholding of shares, to pay applicable withholding taxes; ?GAAP equity-based compensation charges with respect to the grant of an offsetting amount of common stock or partnership units with capital accounts in connection with the redemption of non-exchangeable units, including PSUs and LPUs; ?Charges related to grants of equity awards, including common stock, RSUs, restricted stock awards or partnership units with capital accounts; Page 9 -------------------------------------------------------------------------------- ?Allocations of net income to limited partnership units and FPUs. Such allocations represent the pro-rata portion of post-tax GAAP earnings available to such unit holders; and ?Charges related to dividend equivalents earned on RSUs and any preferred returns on RSU tax accounts. The amounts of certain quarterly equity-based compensation charges are based upon the Company’s estimate of such expected charges during the annual period, as described further below under “Methodology for Calculating Adjusted Earnings Taxes.” Virtually all of BGC’s key executives and producers have equity stakes in the Company and its subsidiaries and generally receive deferred equity as part of their compensation. A significant percentage of BGC’s fully diluted shares are owned by its executives, partners and employees. The Company issues RSUs, restricted stock, limited partnership units (prior to July 1, 2023) as well as other forms of equity-based compensation, including grants of exchangeability into shares of common stock (prior to July 1, 2023), to provide liquidity to its employees, to align the interests of its employees and management with those of common stockholders, to help motivate and retain key employees, and to encourage a collaborative culture that drives cross-selling and revenue growth. All share equivalents that are part of the Company’s equity-based compensation program, including REUs, PSUs, LPUs, HDUs, and other units that may be made exchangeable into common stock, as well as RSUs (which are recorded using the treasury stock method), are included in the fully diluted share count when issued or at the beginning of the subsequent quarter after the date of grant. Compensation charges are also adjusted for certain other cash and non-cash items. Certain Other Compensation-Related Adjustments for Adjusted Earnings BGC also excludes various other GAAP items that management views as not reflective of the Company’s underlying performance in a given period from its calculation of Adjusted Earnings. These may include compensation-related items with respect to cost-saving initiatives, such as severance charges incurred in connection with headcount reductions as part of broad restructuring and/or cost savings plans. Calculation of Non-Compensation Adjustments for Adjusted Earnings Adjusted Earnings calculations may also exclude items such as: ?Non-cash GAAP charges related to the amortization of intangibles with respect to acquisitions; ?Acquisition related costs; ?Non-cash GAAP asset impairment charges; ?Resolutions of litigation, disputes, investigations, or enforcement matters that are generally non-recurring, exceptional, or unusual, or similar items that management believes do not best reflect BGC’s underlying operating performance, including related unaffiliated third-party professional fees and expenses; and ?Various other GAAP items that management views as not reflective of the Company’s underlying performance in a given period, including non-compensation-related charges incurred as part of broad restructuring and/or cost savings plans. Such GAAP items may include charges for professional fees and expenses, exiting leases and/or other long-term contracts as part of cost-saving initiatives, as well as non-cash impairment charges related to assets, goodwill and/or intangible assets created from acquisitions. Calculation of Adjustments for Other (income) losses for Adjusted Earnings Adjusted Earnings calculations also exclude gains from litigation resolution and certain other non-cash, non-dilutive, and/or non-economic items, which may, in some periods, include: ?Gains or losses on divestitures; ?Fair value adjustment of investments; ?Certain other GAAP items, including gains or losses related to BGC's investments accounted for under the equity method; and ?Any unusual, non-ordinary, or non-recurring gains or losses. Page 10 -------------------------------------------------------------------------------- Methodology for Calculating Adjusted Earnings Taxes Although Adjusted Earnings are calculated on a pre-tax basis, BGC also reports post-tax Adjusted Earnings to fully diluted shareholders. The Company defines post-tax Adjusted Earnings to fully diluted shareholders as pre-tax Adjusted Earnings reduced by the non-GAAP tax provision described below and net income (loss) attributable to noncontrolling interest for Adjusted Earnings. The Company calculates its tax provision for post-tax Adjusted Earnings using an annual estimate similar to how it accounts for its income tax provision under GAAP. To calculate the quarterly tax provision under GAAP, BGC estimates its full fiscal year GAAP income (loss) from operations before income taxes and noncontrolling interests in subsidiaries and the expected inclusions and deductions for income tax purposes, including expected equity-based compensation during the annual period. The resulting annualized tax rate is applied to BGC’s quarterly GAAP income (loss) from operations before income taxes and noncontrolling interests in subsidiaries. At the end of the annual period, the Company updates its estimate to reflect the actual tax amounts owed for the period. To determine the non-GAAP tax provision, BGC first adjusts pre-tax Adjusted Earnings by recognizing any, and only, amounts for which a tax deduction applies under applicable law. The amounts include charges with respect to equity-based compensation; certain charges related to employee loan forgiveness; certain net operating loss carryforwards when taken for statutory purposes; and certain charges related to tax goodwill amortization. These adjustments may also reflect timing and measurement differences, including treatment of employee loans; changes in the value of units between the dates of grants of exchangeability and the date of actual unit exchange; changes in the value of RSUs and/or restricted stock awards between the date of grant and the date the award vests; variations in the value of certain deferred tax assets; and liabilities and the different timing of permitted deductions for tax under GAAP and statutory tax requirements. After application of these adjustments, the result is the Company’s taxable income for its pre-tax Adjusted Earnings, to which BGC then applies the statutory tax rates to determine its non-GAAP tax provision. BGC views the effective tax rate on pre-tax Adjusted Earnings as equal to the amount of its non-GAAP tax provision divided by the amount of pre-tax Adjusted Earnings. Generally, the most significant factor affecting this non-GAAP tax provision is the amount of charges relating to equity-based compensation. Because the charges relating to equity-based compensation are deductible in accordance with applicable tax laws, increases in such charges have the effect of lowering the Company’s non-GAAP effective tax rate and thereby increasing its post-tax Adjusted Earnings. BGC incurs income tax expenses based on the location, legal structure and jurisdictional taxing authorities of each of its subsidiaries. Certain of the Company’s entities are taxed as U.S. partnerships and are subject to the Unincorporated Business Tax (“UBT”) in New York City. Any U.S. federal and state income tax liability or benefit related to the partnership income or loss, with the exception of UBT, rests with the unit holders rather than with the partnership entity. The Company’s consolidated financial statements include U.S. federal, state, and local income taxes on the Company’s allocable share of the U.S. results of operations. Outside of the U.S., BGC operates principally through subsidiary corporations subject to local income taxes. For these reasons, taxes for Adjusted Earnings are expected to be presented to show the tax provision the consolidated Company would expect to pay if 100% of earnings were taxed at global corporate rates. Calculations of Pre- and Post-Tax Adjusted Earnings per Share BGC’s pre- and post-tax Adjusted Earnings per share calculations assume either that: ?The fully diluted share count includes the shares related to any dilutive instruments, but excludes the associated expense, net of tax, when the impact would be dilutive; or ?The fully diluted share count excludes the shares related to these instruments, but includes the associated expense, net of tax, when the impact would be anti-dilutive. The share count for Adjusted Earnings excludes certain shares and share equivalents expected to be issued in future periods but not yet eligible to receive dividends and/or distributions. Each quarter, the dividend payable to BGC’s stockholders, if any, is expected to be determined by the Company’s Board of Directors with reference to a number of factors. The declaration, payment, timing, and amount of any future dividends payable by the Company will be at the discretion of its Board of Directors using the fully diluted share count. For more information on any share count adjustments, see the table titled “Fully Diluted Weighted-Average Share Count under GAAP and for Adjusted Earnings” in the Company’s most recent financial results press release. Page 11 -------------------------------------------------------------------------------- Management Rationale for Using Adjusted Earnings BGC’s calculation of Adjusted Earnings excludes the items discussed above because they are either non-cash in nature, because the anticipated benefits from the expenditures are not expected to be fully realized until future periods, or because the Company views results excluding these items as a better reflection of the underlying performance of BGC’s ongoing operations. Management uses Adjusted Earnings in part to help it evaluate, among other things, the overall performance of the Company’s business and to make decisions with respect to the Company’s operations. The term “Adjusted Earnings” should not be considered in isolation or as an alternative to GAAP net income (loss). The Company views Adjusted Earnings as a metric that is not indicative of liquidity, or the cash available to fund its operations, but rather as a performance measure. Pre- and post-tax Adjusted Earnings, as well as related measures, are not intended to replace the Company’s presentation of its GAAP financial results. However, management believes that these measures help provide investors with a clearer understanding of BGC’s financial performance and offer useful information to both management and investors regarding certain financial and business trends related to the Company’s financial condition and results of operations. Management believes that the GAAP and Adjusted Earnings measures of financial performance should be considered together. For more information regarding Adjusted Earnings, see the sections of this document and/or in the Company’s most recent financial results press release titled “Reconciliation of GAAP Income (Loss) from Operations before Income Taxes to Adjusted Earnings and GAAP Fully Diluted EPS to Post-Tax Adjusted EPS”, including the related footnotes, for details about how BGC’s non-GAAP results are reconciled to those under GAAP. Adjusted EBITDA Defined BGC also provides an additional non-GAAP financial performance measure, “Adjusted EBITDA”, which it defines as GAAP “Net income (loss) available to common stockholders”, adjusted to add back the following items: ?Provision (benefit) for income taxes; ?Net income (loss) attributable to noncontrolling interest in subsidiaries; ?Interest expense; ?Fixed asset depreciation and intangible asset amortization; ?Equity-based compensation, dividend equivalents and allocations of net income to limited partnership units and FPUs; ?Impairment of long-lived assets; ?(Gains) losses on equity method investments; and ?Certain other non-cash GAAP items, such as non-cash charges of amortized rents. The Company’s management believes that its Adjusted EBITDA measure is useful in evaluating BGC’s operating performance, because the calculation of this measure generally eliminates the effects of financing and income taxes and the accounting effects of capital spending and acquisitions, which would include impairment charges of goodwill and intangibles created from acquisitions. Such items may vary for different companies for reasons unrelated to overall operating performance. As a result, the Company’s management uses this measure to evaluate operating performance and for other discretionary purposes. BGC believes that Adjusted EBITDA is useful to investors to assist them in getting a more complete picture of the Company’s financial results and operations. Since BGC’s Adjusted EBITDA is not a recognized measurement under GAAP, investors should use this measure in addition to GAAP measures of net income when analyzing BGC’s operating performance. Because not all companies use identical EBITDA calculations, the Company’s presentation of Adjusted EBITDA may not be comparable to similarly titled measures of other companies. Furthermore, Adjusted EBITDA is not intended to be a measure of free cash flow or GAAP cash flow from operations because the Company’s Adjusted EBITDA does not consider certain cash requirements, such as tax and debt service payments. For more information regarding Adjusted EBITDA, see the section of this document and/or in the Company’s most recent financial results press release titled “Reconciliation of GAAP Net Income (Loss) Available to Common Stockholders to Adjusted EBITDA”, including the footnotes to the same, for details about how BGC’s non-GAAP results are reconciled to those under GAAP. Timing of Outlook for Certain GAAP and Non-GAAP Items BGC anticipates providing forward-looking guidance for GAAP revenues and for certain non-GAAP measures from time to time. However, the Company does not anticipate providing an outlook for other GAAP results. This is because certain GAAP items, which are excluded from Adjusted Earnings and/or Adjusted EBITDA, are difficult to forecast with precision before the end of each period. Page 12 -------------------------------------------------------------------------------- The Company therefore believes that it is not possible for it to have the required information necessary to forecast GAAP results or to quantitatively reconcile GAAP forecasts to non-GAAP forecasts with sufficient precision without unreasonable efforts. For the same reasons, the Company is unable to address the probable significance of the unavailable information. The relevant items that are difficult to predict on a quarterly and/or annual basis with precision and may materially impact the Company’s GAAP results include, but are not limited, to the following: •Certain equity-based compensation charges that may be determined at the discretion of management throughout and up to the period-end; •Unusual, non-ordinary, or non-recurring items; •The impact of gains or losses on certain marketable securities, as well as any gains or losses related to associated mark-to- market movements and/or hedging. These items are calculated using period-end closing prices; •Non-cash asset impairment charges, which are calculated and analyzed based on the period-end values of the underlying assets. These amounts may not be known until after period-end; and •Acquisitions, dispositions, and/or resolutions of litigation, disputes, investigations, or enforcement matters, or similar items, which are fluid and unpredictable in nature. Liquidity Defined BGC may also use a non-GAAP measure called “liquidity”. The Company considers liquidity to be comprised of the sum of cash and cash equivalents, reverse repurchase agreements (if any), financial instruments owned, at fair value, less securities lent out in securities loaned transactions and repurchase agreements (if any). The Company considers liquidity to be an important metric for determining the amount of cash that is available or that could be readily available to the Company on short notice. For more information regarding Liquidity, see the section of this document and/or in the Company’s most recent financial results press release titled “Liquidity Analysis”, including any footnotes to the same, for details about how BGC’s non-GAAP results are reconciled to those under GAAP. Constant Currency Defined BGC generates a significant amount of its revenues in non-U.S. dollar denominated currencies, particularly in the euro and pound sterling. In order to present a better comparison of the Company's revenues during the period, which exhibited highly volatile foreign exchange movements, BGC provides revenues year-over-year comparisons on a “Constant Currency” basis. BGC uses a Constant Currency financial metric to provide a better comparison of the Company's underlying operating performance by eliminating the impacts of foreign currency fluctuations between comparative periods. Since BGC's consolidated financial statements are presented in U.S. dollars, fluctuations in non-U.S. dollar denominated currencies have an impact on the Company's GAAP results. The Company's Constant Currency metric, which is a non-GAAP financial measure, assumes the foreign exchange rates used to determine the Company's comparative prior period revenues, apply to the current period revenues. Constant Currency revenue percentage change is calculated by determining the change in current quarter non-GAAP Constant Currency revenues over prior period revenues. Non-GAAP Constant Currency revenues are total revenues excluding the effect of foreign exchange rate movements and are calculated by remeasuring and/or translating current quarter revenues using prior period exchange rates. BGC presents certain non-GAAP Constant Currency percentage changes in Constant Currency revenues as a supplementary measure because it facilitates the comparison of the Company's core operating results. This information should be considered in addition to, and not as a substitute for, results reported in accordance with GAAP. Page 13 -------------------------------------------------------------------------------- BGC GROUP, INC. RECONCILIATION OF GAAP INCOME (LOSS) FROM OPERATIONS BEFORE INCOME TAXES TO ADJUSTED EARNINGS AND GAAP FULLY DILUTED EPS TO POST-TAX ADJUSTED EPS (in thousands, except per share data) (unaudited) Q3 2024 Q3 2023 GAAP income (loss) from operations before income taxes $ 19,709 $ 23,866 Pre-tax adjustments: Compensation adjustments: Equity-based compensation and allocations of net income to 85,690 69,268 limited partnership units and FPUs (1) Other Compensation charges (2) — (116) Total Compensation adjustments 85,690 69,152 Non-Compensation adjustments: Amortization of intangibles (3) 4,595 4,077 Impairment charges 173 246 Other (4) 21,429 10,324 Total Non-Compensation adjustments 26,197 14,647 Other income (losses), net adjustments: Fair value adjustment of investments (5) — 2 Other net (gains) losses (6) (4,860) (5,759) Total other income (losses), net adjustments (4,860) (5,757) Total pre-tax adjustments 107,027 78,042 Adjusted Earnings before noncontrolling interest in $ 126,736 $ 101,908 subsidiaries and taxes GAAP net income (loss) available to common stockholders $ 14,747 $ 17,046 Total pre-tax adjustments (from above) 107,027 78,042 Income tax adjustment to reflect adjusted earnings taxes (7) 4,809 (1,005) Post-tax adjusted earnings $ 126,583 $ 94,083 Per Share Data GAAP fully diluted earnings (loss) per share $ 0.03 $ 0.03 Total pre-tax adjustments (from above) 0.22 0.16 Income tax adjustment to reflect adjusted earnings taxes 0.01 — Post-tax adjusted earnings per share $ 0.26 $ 0.19 Fully diluted weighted-average shares of common stock 494,837 490,117 outstanding Dividends declared per share of common stock $ 0.02 $ 0.01 Dividends declared and paid per share of common stock $ 0.02 $ 0.01 Please see footnotes to this table on the next page. Page 14 -------------------------------------------------------------------------------- (1) The components of equity-based compensation and allocations of net income to limited partnership units and FPUs are as follows (in thousands): Q3 2024 Q3 2023 Issuance of common stock and grants of exchangeability $ 37,928 $ 242 Allocations of net income and dividend equivalents 1,286 1,137 RSU, RSU Tax Account, and restricted stock amortization 46,476 67,889 Equity-based compensation and allocations of net income to $ 85,690 $ 69,268 limited partnership units and FPUs (2) GAAP Expenses in the third quarter of 2023 included ($0.1) million other compensation related adjustments. (3) Includes non-cash GAAP charges related to the amortization of intangibles with respect to acquisitions. (4) GAAP expenses in the third quarter of 2024 and 2023 included Charity Day Contributions of $9.5 million and $6.7 million, respectively, and resolutions of litigation and other matters, including their related professional fees, as well as certain other professional fees, of $8.6 million and $1.8 million, respectively, as well as various other GAAP items. GAAP expenses in the third quarter of 2024 included $3.2 million of non-cash charges incurred by the Company for exiting a lease. GAAP expenses in the third quarter of 2023 included $2.0 million of reserves in connection with unsettled trades and receivables with sanctioned Russian entities. The above-referenced items are consistent with BGC’s normal practice of excluding certain GAAP gains and charges from Adjusted Earnings that management believes do not best reflect the ordinary results of the Company, including with respect to certain non-recurring or unusual gains or losses, as well as resolutions of litigation. (5) The third quarter of 2023 includes a non-cash loss related to fair value adjustments of investments held by BGC. (6) The third quarter of 2024 and 2023 includes non-cash gains of $2.4 million and $2.1 million, respectively, related to BGC's investments accounted for under the equity method. The third quarter of 2024 and 2023 also included net gains of $2.5 million and $3.6 million, respectively, related to other recoveries and various other GAAP items. (7) BGC's GAAP provision (benefit) for income taxes is calculated based on an annualized methodology. The Company's GAAP provision (benefit) for income taxes was $6.0 million and $5.3 million for the third quarters of 2024 and 2023, respectively. The Company includes additional tax-deductible items when calculating the provision for taxes with respect to Adjusted Earnings using an annualized methodology. These include tax-deductions related to equity-based compensation, employee loan amortization, and certain net-operating loss carryforwards. The non-GAAP provision for income taxes was adjusted by $4.8 million and ($1.0) million for the third quarters of 2024 and 2023, respectively. As a result, the provision (benefit) for income taxes with respect to Adjusted Earnings was $1.2 million and $6.3 million for the third quarters of 2024 and 2023, respectively. Note: Certain numbers may not add due to rounding. Page 15 -------------------------------------------------------------------------------- BGC GROUP, INC. FULLY DILUTED WEIGHTED-AVERAGE SHARE COUNT UNDER GAAP AND FOR ADJUSTED EARNINGS (in thousands) (unaudited) Q3 2024 Q3 2023 Common stock outstanding 473,435 468,544 Other 5,217 9,001 Fully diluted weighted-average share count under GAAP 478,652 477,545 Non-GAAP Adjustments: RSUs 15,800 9,611 Restricted Stock 385 2,961 Fully diluted weighted-average share count for Adjusted Earnings 494,837 490,117 Note: BGC’s fully diluted weighted-average share count under GAAP may differ from the fully diluted weighted-average share count for Adjusted Earnings in order to avoid anti-dilution in certain periods. BGC GROUP, INC. LIQUIDITY ANALYSIS (in thousands) (unaudited) September 30, December 31, 2024 2023 Cash and cash equivalents $ 563,467 $ 655,641 Financial instruments owned, at fair value 211,026 45,792 Repurchase agreements (1,962) — Total Liquidity $ 772,531 $ 701,433 Page 16 -------------------------------------------------------------------------------- BGC GROUP, INC. RECONCILIATION OF GAAP NET INCOME (LOSS) AVAILABLE TO COMMON STOCKHOLDERS TO ADJUSTED EBITDA (in thousands) (unaudited) Q3 2024 Q3 2023 GAAP net income (loss) available to common stockholders $ 14,747 $ 17,046 Add back: Provision for income taxes 5,996 5,314 Net income (loss) attributable to noncontrolling interest in subsidiaries (1,034) 1,506 Interest expense 25,125 20,780 Fixed asset depreciation and intangible asset amortization 19,895 21,864 Impairment of long-lived assets 173 246 Equity-based compensation and allocations of net income to limited partnership units and FPUs (1) 85,690 69,268 (Gains) losses on equity method investments (2) (2,360) (2,094) Other non-cash GAAP expenses (3) 3,162 2,000 Adjusted EBITDA $ 151,394 $ 135,930 (1) Represents BGC employees' pro-rata portion of net income and non-cash and non-dilutive charges relating to equity-based compensation. See Footnote 1 to the table titled “Reconciliation of GAAP Income (Loss) from Operations before Income Taxes to Adjusted Earnings and GAAP Fully Diluted EPS to Post-Tax Adjusted EPS” for more information. (2) The third quarters of 2024 and 2023 includes non-cash gains of $2.4 million and $2.1 million, respectively, related to BGC's investments accounted for under the equity method. (3) The third quarter of 2024 includes $3.2 million of non-cash charges incurred by the Company for exiting a lease. The third quarter of 2023 includes $2.0 million of non-cash reserves in connection with unsettled trades and receivables with sanctioned Russian entities. Page 17 -------------------------------------------------------------------------------- BGC GROUP, INC. CONSOLIDATED REVENUES IN CONSTANT CURRENCY (in millions) (unaudited) 3Q24 3Q23 Change Constant Currency Change Rates $174.3 $145.7 19.6% 18.6% ECS ("Energy, Commodities, and 112.9 93.1 21.3% 20.8% Shipping") Foreign Exchange 92.1 79.8 15.4% 15.7% Credit 68.0 63.7 6.7% 6.0% Equities 53.3 52.7 1.3% 0.7% Total Brokerage Revenues $500.6 $435.0 15.1% 14.5% Data, Network, and Post-trade 32.7 27.8 17.5% 17.4% Interest and dividend income, Fees from related parties and Other 27.8 19.9 40.0% 39.8% revenues Total Revenues $561.1 $482.7 16.2% 15.7% BGC GROUP, INC. FENICS REVENUES IN CONSTANT CURRENCY (in millions) (unaudited) 3Q24 3Q23 Change Constant Currency Change Fenics Markets $116.8 $107.0 9.2% 8.6% Fenics Growth Platforms 25.3 18.4 37.3% 39.4% Fenics Revenues $142.1 $125.4 13.3% 13.1% Page 18 -------------------------------------------------------------------------------- Other Items of Note Unless otherwise stated, all results provided in this document compare the third quarter of 2024 with the year-earlier period. Certain reclassifications may have been made to previously reported amounts to conform to the current presentation and to show results on a consistent basis across periods. Certain numbers and percentage changes listed throughout this document may not sum due to rounding. About BGC Group, Inc. BGC Group, Inc. (Nasdaq: BGC) is a leading global marketplace, data, and financial technology services company for a broad range of products, including fixed income, foreign exchange, energy, commodities, shipping, equities, and now includes the FMX Futures Exchange. BGC’s clients are many of the world’s largest banks, broker-dealers, investment banks, trading firms, hedge funds, governments, corporations, and investment firms. 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, spot foreign exchange platform and the world’s fastest growing U.S. cash treasuries platform. For more information about BGC, please visit www.bgcg.com. Discussion of Forward-Looking Statements about BGC Statements in this document regarding BGC that are not historical facts are “forward-looking statements” that involve risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements. These include statements about the Company’s business, results, financial position, liquidity and outlook, which may constitute forward-looking statements and are subject to the risk that the actual impact may differ, possibly materially, from what is currently expected. Except as required by law, BGC undertakes no obligation to update any forward-looking statements. For a discussion of additional risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see BGC’s Securities and Exchange Commission ("SEC") filings, including, but not limited to, the risk factors and Special Note on Forward-Looking Information set forth in these filings and any updates to such risk factors and Special Note on Forward-Looking Information contained in subsequent reports on Form 10-K, Form 10-Q or Form 8-K. Media Contact: Erica Chase +1 212-610-2419 Investor Contact: Jason Chryssicas +1 212-610-2426 Page 19