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Stock Transactions and Unit Redemptions | 12 Months Ended
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Dec. 31, 2022
Equity [Abstract] |
Stock Transactions and Unit Redemptions | Stock Transactions and Unit Redemptions Class A Common Stock Changes in shares of BGC Class A common stock outstanding for the years ended December 31, 2022 and 2021 were as follows (in thousands):
| Year Ended December 31,
| 2022 |  | 2021
Shares outstanding at beginning of period | 317,023 |  |  | 323,018 |
Share issuances: |  |  |
Redemptions/exchanges of limited partnership interests ¹ | 30,998 |  |  | 58,025 |
Vesting of RSUs | 3,284 |  |  | 2,167 |
Acquisitions | 1,206 |  |  | 1,789 |
Other issuances of BGC Class A common stock | 501 |  |  | 417 |
Treasury stock repurchases | (27,087) |  |  | (68,253) |
Forfeitures of restricted BGC Class A common stock | (67) |  |  | (140) |
Shares outstanding at end of period | 325,858 |  |  | 317,023 |
____________________________________ 1. Included in redemptions/exchanges of limited partnership interests for the year ended December 31, 2022 are 20.9 million shares of BGC Class A common stock granted in connection with the cancellation of 21.4 million LPUs. Included in redemption/exchanges of limited partnership interests for the year ended December 31, 2021, are 27.5 million shares of BGC Class A common stock granted in connection with the cancellation of 29.7 million LPUs. Because LPUs are included in the Company’s fully diluted share count, if dilutive, redemptions/exchanges in connection with the issuance of BGC Class A common stock would not impact the fully diluted number of shares outstanding. Class B Common Stock The Company did not issue any shares of BGC Class B common stock during the years ended December 31, 2022 and 2021. As of December 31, 2022 and 2021, there were 45.9 million shares of BGC Class B common stock outstanding. CEO Program On March 9, 2018, the Company filed the March 2018 Form S-3 and entered into the March 2018 Sales Agreement, pursuant to which the Company could offer and sell up to an aggregate of $300.0 million of shares of BGC Class A common stock under the CEO Program. CF&Co is a wholly-owned subsidiary of Cantor and an affiliate of the Company. Under the March 2018 Sales Agreement, the Company agreed to pay CF&Co 2% of the gross proceeds from the sale of shares. The Company did not sell any shares under the March 2018 Sales Agreement during the year ended December 31, 2021. The March 2018 Form S-3 and the March 2018 Sales Agreement expired in September 2021. As of the date of expiration, the Company had sold 17.6 million shares of BGC Class A common stock (or $210.8 million) under the March 2018 Sales Agreement. For additional information on the Company’s CEO Program sales agreements, see Note 13—“Related Party Transactions.” On March 8, 2021, the Company filed a new CEO Program shelf registration statement on Form S-3 with respect to the issuance and sale of up to an aggregate of $300.0 million of shares of BGC Class A common stock from time to time on a delayed or continuous basis (the "March 2021 Form S-3"). On July 8, 2022, the Company filed an amendment to the March 2021 Form S-3. On August 3, 2022, the March 2021 Form S-3 was declared effective by the SEC, and the Company entered into the August 2022 Sales Agreement on August 12, 2022. Unit Redemptions and Share Repurchase Program The Company’s Board and Audit Committee have authorized repurchases of BGC Class A common stock and redemptions of limited partnership interests or other equity interests in the Company’s subsidiaries. On August 3, 2021, the Company’s Board and Audit Committee increased the BGC Partners share repurchase and unit redemption authorization to $400.0 million, which may include purchases from Cantor, its partners or employees or other affiliated persons or entities. Again, on November 4, 2022, the Board and Audit Committee increased the BGC Partners share repurchase and unit redemption authorization to $400.0 million, which may include purchases from Cantor, its partners or employees or other affiliated persons or entities. As of December 31, 2022, the Company had $376.4 million remaining from its share repurchase and unit redemption authorization. From time to time, the Company may actively continue to repurchase shares and/or redeem units. The tables below represent the units redeemed and/or shares repurchased for cash and does not include units redeemed/cancelled in connection with the grant of shares of BGC Class A common stock nor the limited partnership interests exchanged for shares of BGC Class A common stock. The gross unit redemptions and share repurchases of BGC Class A common stock during the year ended December 31, 2022 were as follows (in thousands, except for weighted-average price data):
Period |  | Total Number of Units Redeemed or Shares Repurchased |  | Weighted- Average Price Paid per Unit or Share |  | Approximate Dollar Value of Units and Shares That Could Be Redeemed/ Purchased Under the Program at December 31, 2022
Redemptions 1 |  |  |  |  |  |
January 1, 2022—March 31, 2022 |  | 43 |  |  | $ | 4.01 |  |  |
April 1, 2022—June 30, 2022 |  | 1,010 |  |  | 3.81 |  |  |
July 1, 2022—September 30, 2022 |  | 214 |  |  | 3.91 |  |  |
October 1, 2022—December 31, 2022 |  | 99 |  |  | 3.88 |  |  |
Total Redemptions |  | 1,366 |  |  | $ | 3.84 |  |  |
Repurchases 2 |  |  |  |  |  |
January 1, 2022—March 31, 2022 |  | — |  |  | $ | — |  |  |
April 1, 2022—June 30, 2022 |  | 8,745 |  |  | 3.36 |  |  |
July 1, 2022—September 30, 2022 |  | 12,397 |  | 4.03 |  |  |
October 1, 2022—October 31, 2022 |  | 307 |  | 3.93 |  |  |
November 1, 2022—November 30, 2022 |  | 3,834 |  | 3.99 |  |  |
December 1, 2022—December 31, 2022 |  | 1,804 |  |  | 4.48 |  |  |
Total Repurchases |  | 27,087 |  |  | 3.84 |  |  |
Total Redemptions and Repurchases |  | 28,453 |  |  | $ | 3.84 |  |  | $ | 376,413 |
____________________________________ 1. During the year ended December 31, 2022, the Company redeemed 1.3 million LPUs at an aggregate redemption price of $4.9 million for a weighted-average price of $3.87 per unit and 0.1 million FPUs at an aggregate redemption price of $0.4 million for a weighted-average price of $3.41 per unit. The table above does not include units redeemed/cancelled in connection with the grant of 20.9 million shares of BGC Class A common stock during the year ended December 31, 2022, nor the limited partnership interests exchanged for 10.8 million shares of BGC Class A common stock during the year ended December 31, 2022. 2. During the year ended December 31, 2022, the Company repurchased 27.1 million shares of BGC Class A common stock at an aggregate price of $103.9 million for a weighted-average price of $3.84 per share. The gross unit redemptions and share repurchases of BGC Class A common stock during the year ended December 31, 2021 were as follows (in thousands, except for weighted-average price data):
Period |  | Total Number of Units Redeemed or Shares Repurchased |  | Weighted- Average Price Paid per Unit or Share |  | Approximate Dollar Value of Units and Shares That Could Be Redeemed/ Purchased Under the Program at December 31, 2021
Redemptions 1 |  |  |  |  |  |
January 1, 2021—March 31, 2021 |  | 20 |  |  | $ | 4.40 |  |  |
April 1, 2021—June 30, 2021 |  | 4,715 |  |  | 5.82 |  |  |
July 1, 2021—September 30, 2021 |  | 73 |  |  | 5.14 |  |  |
October 1, 2021—December 31, 2021 |  | 38 |  |  | 5.37 |  |  |
Total Redemptions |  | 4,846 |  |  | $ | 5.80 |  |  |
Repurchases 2 |  |  |  |  |  |
January 1, 2021—March 31, 2021 |  | 965 |  |  | $ | 4.56 |  |  |
April 1, 2021—June 30, 2021 |  | 16,542 |  |  | 6.25 |  |  |
July 1, 2021—September 30, 2021 |  | 24,433 |  |  | 5.19 |  |  |
October 1, 2021—December 31, 2021 |  | 26,313 |  |  | 4.97 |  |  |
Total Repurchases |  | 68,253 |  |  | 5.35 |  |  |
Total Redemptions and Repurchases |  | 73,099 |  |  | $ | 5.38 |  |  | $ | 191,809 |
____________________________________ 1. During the year ended December 31, 2021, the Company redeemed 4.7 million LPUs at an aggregate redemption price of $27.5 million for a weighted-average price of $5.83 per unit and 0.1 million FPUs at an aggregate redemption price of $0.6 million for a weighted-average price of $4.86 per unit. The table above does not include units redeemed/cancelled in connection with the grant of 27.5 million shares of BGC Class A common stock during the year ended December 31, 2021, nor the limited partnership interests exchanged for 32.2 million shares of BGC Class A common stock during the year ended December 31, 2021. 2. During the year ended December 31, 2021, the Company repurchased 68.3 million shares of BGC Class A common stock at an aggregate price of $365.4 million for a weighted-average price of $5.35 per share. Redeemable Partnership Interest The changes in the carrying amount of FPUs for the years ended December 31, 2022 and 2021 were as follows (in thousands):
| Year Ended December 31,
| 2022 |  | 2021
Balance at beginning of period | $ | 18,761 |  |  | $ | 20,674 |
Consolidated net income allocated to FPUs | 968 |  |  | 2,031 |
Earnings distributions | (2,041) |  |  | (957) |
FPUs exchanged | (1,339) |  |  | (1,129) |
FPUs redeemed | (830) |  |  | (1,858) |
Balance at end of period | $ | 15,519 |  |  | $ | 18,761 |

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