XML 26 R15.htm IDEA: XBRL DOCUMENT
v3.24.1.u1

Stock Transactions and Unit Redemptions | 3 Months Ended
--- | ---
Mar. 31, 2024
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 March 31, |  |
| 2024 |  | 2023 |  |  |  |
Shares outstanding at beginning of period | 390,095 |  |  | 325,858 |  |  |  |  |
Share issuances: |  |  |  |  |  |  |
Redemptions/exchanges of limited partnership interests and contingent share obligations¹ | 364 |  |  | 13,145 |  |  |  |  |
Vesting of RSUs | 3,710 |  |  | 2,096 |  |  |  |  |
Acquisitions | 472 |  |  | 658 |  |  |  |  |
Other issuances of BGC Class A common stock | 2,379 |  |  | 13 |  |  |  |  |
Restricted stock forfeitures | (636) |  |  | (49) |  |  |  |  |
Treasury stock repurchases | (11,250) |  |  | (846) |  |  |  |  |
Shares outstanding at end of period 2 | 385,134 |  |  | 340,875 |  |  |  |  |
____________________________ 1 Contingent share obligations include 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 March 31, 2024 and 2023 are 0.4 million shares of BGC Class A common stock granted in connection with 0.4 million contingent share obligations, and 6.9 million shares of BGC Class A common stock granted in connection with the cancellation of 7.3 million LPUs, respectively. 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. 2 Shares outstanding at end of the period, March 31, 2024, includes 20.4 million shares of certain restricted stock awards 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 did not issue any shares of BGC Class B common stock during the three months ended March 31, 2024 and 2023. There were 109.5 million shares of BGC Class B common stock outstanding as of both March 31, 2024 and December 31, 2023. As of March 31, 2023 there were 45.9 million shares of BGC Class B common stock outstanding. CEO Program 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. On July 8, 2022, the Company filed an amendment to the March 2021 Form S-3 Registration Statement. On August 3, 2022, the March 2021 Form S-3 Registration Statement was declared effective by the SEC, and the Company entered into the August 2022 Sales Agreement on August 12, 2022. The Company did not sell any shares under the August 2022 Sales Agreement. On July 3, 2023, in connection with the Corporate Conversion, BGC Group filed a post-effective amendment to the March 2021 Form S-3 Registration Statement, pursuant to which it adopted the March 2021 Form S-3 Registration Statement 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 BGC Class A common stock pursuant to the terms of the July 2023 Sales Agreement. 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 March 31, 2024, the Company had not sold any shares of BGC Class A common stock or paid any commission to CF&Co under the July 2023 Sales Agreement. For additional information on the Company’s CEO Program sales agreements, see Note 13—“Related Party Transactions.” 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 could have included purchases from Cantor, its partners or employees or other affiliated persons or entities. On July 1, 2023, the BGC Group Board and Audit Committee 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 March 31, 2024, the Company had $264.6 million remaining from its share repurchase authorization. From time to time, the Company may actively continue to repurchase shares. The tables below represent the units redeemed and/or the shares repurchased for cash or withheld to satisfy tax liabilities due upon the vesting of restricted stock 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 share repurchases of BGC Class A common stock during the three months ended March 31, 2024 were as follows (in thousands, except for weighted-average price data):
Period |  | Total Number of Shares Repurchased |  | Weighted-Average Price Paid per Share |  | Approximate Dollar Value of Shares That Could Be Repurchased Under the Program at March 31, 2024
Repurchases 1,2 |  |  |  |  |  |
January 1, 2024—January 31, 2024 |  | 3,609 |  |  | $ | 6.95 |  |  |
February 1, 2024—February 29, 2024 |  | 6,586 |  |  | 7.02 |  |  |
March 1, 2024—March 31, 2024 |  | 1,055 |  |  | 8.23 |  |  |
Total Repurchases |  | 11,250 |  |  | $ | 7.11 |  |  | $ | 264,565 |
___________________________ 1 During the three months ended March 31, 2024, the Company repurchased 11.2 million shares of BGC Class A common stock at an aggregate price of $80.0 million for a weighted-average price of $7.11 per share. These repurchases includes 1.4 million restricted shares vested but withheld described in the following footnote. 2 Includes an aggregate of 1.4 million shares withheld to satisfy tax liabilities due upon the vesting of restricted stock. The average price paid per share for such share withholdings is based on the closing price per share on the vesting date of the restricted stock or, if such date is not a trading day, the trading day immediately prior to such vesting date. The fair value of restricted shares vested, withheld to satisfy tax liabilities was $11.4 million at a weighted-average price of $7.99 per share. The gross unit redemptions and share repurchases of BGC Class A common stock during the three months ended March 31, 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 Shares That Could Be Redeemed/ Purchased Under the Program at March 31, 2023
Redemptions 1 |  |  |  |  |  |
January 1, 2023—March 31, 2023 |  | 23 |  |  | $ | 3.90 |  |  |
Total Redemptions |  | 23 |  |  | $ | 3.90 |  |  |
Repurchases 2 |  |  |  |  |  |
January 1, 2023—January 31, 2023 |  | — |  |  | $ | — |  |  |
February 1, 2023—February 28, 2023 |  | — |  |  | — |  |  |
March 1, 2023—March 31, 2023 |  | 846 |  |  | 4.97 |  |  |
Total Repurchases |  | 846 |  |  | $ | 4.97 |  |  |
Total Redemptions and Repurchases |  | 869 |  |  | $ | 4.95 |  |  | $ | 372,115 |
____________________________ 1 The Company redeemed an immaterial amount of LPUs during the three months ended March 31, 2023. During the three months ended March 31, 2023, the Company redeemed 23 thousand FPUs at an aggregate redemption price of $0.1 million for a weighted-average price of $3.90 per unit. The table above does not include units redeemed/cancelled in connection with the grant of 6.9 million shares of BGC Class A common stock during the three months ended March 31, 2023, nor the limited partnership interests exchanged for 6.3 million shares of BGC Class A common stock during the three months ended March 31, 2023. 2 During the three months ended March 31, 2023, the Company repurchased 0.8 million shares of BGC Class A common stock at an aggregate price of $4.2 million for a weighted average price of $4.97 per share. Redeemable Partnership Interest The changes in the carrying amount of FPUs were as follows (in thousands):
|  |  | Three Months Ended March 31, 2023 |  |  |
Balance at beginning of period |  |  | $ | 15,519 |  |  |  |  |  |
Consolidated net income allocated to FPUs |  |  | 236 |  |  |  |  |  |
FPUs exchanged |  |  | (309) |  |  |  |  |  |
FPUs redeemed |  |  | (23) |  |  |  |  |  |
Balance at end of period |  |  | $ | 15,423 |  |  |  |  |  |
As a result of the Corporate Conversion, there were no redeemable partnership interests outstanding as of March 31, 2024.

X
- References No definition available. + Details
Name: | us-gaap_EquityAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition The entire disclosure for equity. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-13 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Subparagraph (h) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-13 Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 14 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-14 Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 235 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481062/946-235-50-2 Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 235 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481062/946-235-50-2 Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 505 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481004/946-505-50-6 Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 40 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480237/815-40-50-6 Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480008/505-10-S99-1 Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(e)(1)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1 Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 505 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//505/tableOfContent Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-13 Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Subparagraph (g) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-13 Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Subparagraph (i) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-13 Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 14 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-14 Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 14 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-14 Reference 16: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 16 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-16 Reference 17: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 18 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-18 Reference 18: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 18 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-18 Reference 19: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 18 -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-18 + Details
Name: | us-gaap_StockholdersEquityNoteDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration