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Stock Transactions and Unit Redemptions | 9 Months Ended
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Sep. 30, 2023
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 were as follows (in thousands):
| Three Months Ended September 30, |  | Nine Months Ended September 30,
| 2023 |  | 2022 |  | 2023 |  | 2022
Shares outstanding at beginning of period | 351,978 |  |  | 324,087 |  |  | 325,858 |  |  | 317,023 |
Share issuances: |  |  |  |  |  |  |
Redemptions/exchanges of limited partnership interests and contingent share obligations¹ | 346 |  |  | 11,940 |  |  | 30,572 |  |  | 23,654 |
Vesting of RSUs | 6,145 |  |  | 451 |  |  | 8,775 |  |  | 3,022 |
Acquisitions | 414 |  |  | — |  |  | 4,566 |  |  | 1,186 |
Other issuances of BGC Class A common stock | 461 |  |  | 98 |  |  | 472 |  |  | 441 |
Restricted stock awards 2 | 38,610 |  |  | — |  |  | 38,610 |  |  | — |
Restricted stock forfeitures | — |  |  | (43) |  |  | (239) |  |  | (48) |
Treasury stock repurchases | (8,087) |  |  | (12,397) |  |  | (18,747) |  |  | (21,142) |
Shares outstanding at end of period | 389,867 |  |  | 324,136 |  |  | 389,867 |  |  | 324,136 |
____________________________ 1 Contingent share obligations includes shares of BGC Class A common stock issued to terminated employees per their respective separation agreements. Included in redemptions/exchanges of limited partnership interests and contingent share obligations for the three months ended September 30, 2023 and 2022 are 0.2 million shares of BGC Class A common stock granted in connection with 0.2 million contingent share obligations, and 5.8 million shares of BGC Class A common stock granted in connection with the cancellation of 6.0 million LPUs, respectively. Included in redemptions/exchanges of limited partnership interests and contingent share obligations for the nine months ended September 30, 2023 and 2022 are 20.4 million shares of BGC Class A common stock granted in connection with the cancellation of 26.4 million LPUs and settlement of 0.2 million contingent share obligations, and 13.7 million shares of BGC Class A common stock granted in connection with the cancellation of 14.1 million LPUs, respectively. Because LPUs and contingent share obligations 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. 2 Included in restricted stock awards for the three and nine months ended September 30, 2023, are 26.6 million shares of restricted stock that do not receive dividends until their respective vesting and contingent conditions are met. These restricted stock awards do have voting rights. Class B Common Stock The Company issued 64.0 million shares of BGC Class B common stock during the three and nine months ended September 30, 2023 due to the Corporate Conversion. Following the Corporate Conversion, Cantor satisfied its obligation to its holders of April 2008 distribution rights shares and February 2012 distribution rights shares through the distribution of 15.8 million shares of BGC Class B common stock to shareholders. 0.4 million shares of BGC Class B common stock were distributed by Cantor to recipients in whose hands the shares converted into shares of BGC Class A common stock pursuant to the terms of the Company’s Amended and Restated Certificate of Incorporation, which resulted in an increase of 0.4 million shares of BGC Class A common stock outstanding and a decrease of 0.4 million shares of BGC Class B common stock outstanding. The Company did not issue any shares of BGC Class B common stock during 2022. There were 109.5 million and 45.9 million shares of BGC Class B common stock outstanding as of September 30, 2023 and December 31, 2022, respectively. CEO Program On March 8, 2021, the Company filed a 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. 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. On July 3, 2023, in connection with the Corporate Conversion, BGC Group filed a post-effective amendment to the March 2021 Form S-3, pursuant to which it adopted the March 2021 Form S-3 as its own registration statement. Also on July 3, 2023, BGC Group assumed the August 2022 Sales Agreement, as amended and restated to replace references to BGC Partners with references to BGC Group and to make other ministerial changes. BGC Group may sell up to an aggregate of $300.0 million of shares of Class A common stock pursuant to the terms of the July 2023 Sales Agreement. CF&Co is a wholly-owned subsidiary of Cantor and an affiliate of the Company. Under the July 2023 Sales Agreement, the Company agreed to pay CF&Co 2% of the gross proceeds from the sale of shares. As of September 30, 2023, the Company had not sold any shares of BGC Class A common stock or paid any commission to CF&Co under the August 2022 Sales Agreement. 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 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. On July 3, 2023, the BGC Group Board approved BGC Group’s share repurchase authorization in an amount up to $400.0 million, which may include purchases from Cantor, its partners or employees or other affiliated persons or entities. As of September 30, 2023, the Company had $359.7 million remaining from its share repurchase and unit redemption authorization. From time to time, the Company may actively continue to repurchase shares. The tables below represent the units redeemed and/or shares repurchased for cash and do 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 three and nine months ended September 30, 2023 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 September 30, 2023
Redemptions 1 |  |  |  |  |  |
January 1, 2023—March 31, 2023 |  | 23 |  |  | $ | 3.90 |  |  |
April 1, 2023—June 30, 2023 |  | 422 |  |  | 4.91 |  |  |
July 1, 2023—September 30, 2023 |  | — |  |  | — |  |  |
Total Redemptions |  | 445 |  |  | $ | 4.85 |  |  |
Repurchases 2,3 |  |  |  |  |  |
January 1, 2023—March 31, 2023 |  | 846 |  |  | $ | 4.97 |  |  |
April 1, 2023—June 30, 2023 |  | 9,814 |  |  | 4.44 |  |  |
July 1, 2023—July 31, 2023 |  | 3,000 |  |  | 4.68 |  |  |
August 1, 2023—August 31, 2023 |  | 1,612 |  |  | 5.01 |  |  |
September 1, 2023—September 30, 2023 |  | 3,474 |  |  | 5.24 |  |  |
Total Repurchases |  | 18,746 |  |  | $ | 4.70 |  |  |
Total Redemptions and Repurchases |  | 19,191 |  |  | $ | 4.70 |  |  | $ | 359,656 |
___________________________ 1 During the nine months ended September 30, 2023 the Company redeemed 0.3 million LPUs at an aggregate redemption price of $1.4 million for a weighted-average price of $4.71 per unit. During the nine months ended September 30, 2023, the Company redeemed 0.2 million FPUs at an aggregate redemption price of $0.8 million for a weighted-average price of $5.11 per unit. The table above does not include units redeemed/cancelled in connection with the grant of 20.4 million shares of BGC Class A common stock during the nine months ended September 30, 2023, nor the limited partnership interests exchanged for 13.5 million shares of BGC Class A common stock during the nine months ended September 30, 2023. 2 During the three months ended September 30, 2023, the Company repurchased 8.1 million shares of BGC Class A common stock at an aggregate price of $40.3 million for a weighted-average price of $4.99 per share. 3 During the nine months ended September 30, 2023, the Company repurchased 18.7 million shares of BGC Class A common stock at an aggregate price of $88.1 million for a weighted-average price of $4.70 per share. The gross unit redemptions and share repurchases of BGC Class A common stock during the three and nine months ended September 30, 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 September 30, 2022
Redemptions 1,2 |  |  |  |  |  |
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 |  |  |
Total Redemptions |  | 1,267 |  |  | $ | 3.83 |  |  |
Repurchases 3,4 |  |  |  |  |  |
January 1, 2022—March 31, 2022 |  | — |  |  | $ | — |  |  |
April 1, 2022—June 30, 2022 |  | 8,745 |  |  | 3.36 |  |  |
July 1, 2022—July 31, 2022 |  | 3,033 |  |  | 3.70 |  |  |
August 1, 2022—August 31, 2022 |  | 5,916 |  |  | 4.14 |  |  |
September 1, 2022—September 30, 2022 |  | 3,448 |  |  | 4.11 |  |  |
Total Repurchases |  | 21,142 |  |  | $ | 3.75 |  |  |
Total Redemptions and Repurchases |  | 22,409 |  |  | $ | 3.76 |  |  | $ | 107,655 |
____________________________ 1 During the three months ended September 30, 2022, the Company redeemed 0.2 million LPUs at an aggregate redemption price of $0.8 million for a weighted-average price of $4.05 per unit. During the three months ended September 30, 2022, the Company redeemed 27 thousand FPUs at an aggregate redemption price of $0.1 million for a weighted-average price of $2.96 per unit. The table above does not include units redeemed/cancelled in connection with the grant of 5.8 million shares of BGC Class A common stock during the three months ended September 30, 2022, nor the limited partnership interests exchanged for 6.1 million shares of BGC Class A common stock during the three months ended September 30, 2022. 2 During the nine months ended September 30, 2022, the Company redeemed 1.2 million LPUs at an aggregate redemption price of $4.5 million for a weighted-average price of $3.88 per unit. During the nine months ended September 30, 2022, the Company redeemed 0.1 million FPUs at an aggregate redemption price of $0.3 million for a weighted-average price of $3.23 per unit. The table above does not include units redeemed/cancelled in connection with the grant of 13.7 million shares of BGC Class A common stock during the nine months ended September 30, 2022, nor the limited partnership interests exchanged for 10.6 million shares of BGC Class A common stock during the nine months ended September 30, 2022. 3 During the three months ended September 30, 2022, the Company repurchased 12.4 million shares of BGC Class A common stock at an aggregate price of $49.9 million for a weighted average price of $4.03 per share. 4 During the nine months ended September 30, 2022, the Company repurchased 21.1 million shares of BGC Class A common stock at an aggregate price of $79.3 million for a weighted average price of $3.75 per share. Redeemable Partnership Interest The changes in the carrying amount of FPUs were as follows (in thousands):
| Three Months Ended September 30, |  | Nine Months Ended September 30, |
| 2023 |  | 2022 |  | 2023 |  | 2022 |
Balance at beginning of period | $ | — |  |  | $ | 16,446 |  |  | $ | 15,519 |  |  | $ | 18,761 |  |
Consolidated net income allocated to FPUs | — |  |  | 247 |  |  | 236 |  |  | 968 |  |
Earnings distributions | — |  |  | (253) |  |  | (236) |  |  | (1,792) |  |
FPUs exchanged | — |  |  | (434) |  |  | (1,301) |  |  | (1,153) |  |
FPUs redeemed | — |  |  | (21) |  |  | 288 |  |  | (799) |  |
Corporate conversion | — |  |  | — |  |  | (14,506) |  |  | — |  |
Balance at end of period | $ | — |  |  | $ | 15,985 |  |  | $ | — |  |  | $ | 15,985 |  |

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