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Stock Transactions and Unit Redemptions | 12 Months Ended
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Dec. 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 for the years ended December 31, 2024 and 2023 were as follows (in thousands):
| Year Ended December 31,
| 2024 |  | 2023
Shares outstanding at beginning of period | 390,095 |  |  | 325,858 |
Share issuances: |  |  |
Redemptions/exchanges of limited partnership interests and contingent share obligations ¹ | 1,756 |  |  | 30,754 |
Vesting of RSUs | 9,996 |  |  | 13,009 |
Acquisitions | 1,062 |  |  | 4,566 |
Other issuances of BGC Class A common stock | 9,028 |  |  | 2,946 |
Restricted stock awards 2 | — |  |  | 38,610 |
Restricted stock forfeitures | (1,440) |  |  | (1,428) |
Treasury stock repurchases 3 | (36,200) |  |  | (24,220) |
Shares outstanding at end of period | 374,297 |  |  | 390,095 |
____________________________________ 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 year ended December 31, 2024 are 1.8 million shares of BGC Class A common stock granted in connection with 1.8 million contingent share obligations. Included in redemption/exchanges of limited partnership interests and contingent share obligations for the year ended December 31, 2023, are 20.5 million shares of BGC Class A common stock granted in connection with the cancellation of 26.4 million LPUs and settlements of 0.4 million contingent share obligations. 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 the end of the year ended December 31, 2024, includes 6.7 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. 3 Treasury stock repurchases includes shares withheld for taxes on restricted stock vesting. See Note 7—“Stock Transactions and Unit Redemptions” Class B Common Stock The Company did not issue any shares of BGC Class B common stock during the year ended December 31, 2024. The Company issued 64.0 million shares of BGC Class B common stock during the year ended December 31, 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 such 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. As of both December 31, 2024 and 2023, there were 109.5 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 December 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. On October 30, 2024, the BGC Group Board and Audit Committee re-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 December 31, 2024, the Company had $350.0 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 year ended December 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 December 31, 2024
Repurchases 1, 2 |  |  |  |  |  |
January 1, 2024—March 31, 2024 |  | 11,250 |  |  | $ | 7.11 |  |  |
April 1, 2024—June 30, 2024 |  | 10,688 |  |  | 8.32 |  |  |
July 1, 2024—September 30, 2024 |  | 7,893 |  | 9.05 |  |  |
October 1, 2024—October 31, 2024 |  | 6,369 |  | 9.45 |  |  |
November 1, 2024—November 30, 2024 |  | — |  |  | — |  |  |
December 1, 2024—December 31, 2024 |  | — |  |  | — |  |  |
Total Repurchases |  | 36,200 |  |  | 8.30 |  |  | $ | 350,000 |
____________________________________ 1 During the year ended December 31, 2024, the Company repurchased 36.2 million shares of BGC Class A common stock at an aggregate price of $300.5 million for a weighted-average price of $8.30 per share. These repurchases include 4.6 million restricted shares vested but withheld described in the following footnote. 2 Include 4.6 million shares withheld to satisfy tax liabilities due upon the vesting of restricted stock. The fair value of restricted shares vested, withheld to satisfy tax liabilities was $38.4 million at a weighted-average price of $8.35 per share. 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 gross unit redemptions and share repurchases of BGC Class A common stock during the year ended December 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 Units and Shares That Could Be Redeemed/ Repurchased Under the Program at December 31, 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 |  | — |  |  | — |  |  |
October 1, 2023—December 31, 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—September 30, 2023 |  | 8,087 |  | 4.99 |  |  |
October 1, 2023—December 31, 2023 |  | 5,473 |  | $ | 5.74 |  |  |
Total Repurchases |  | 24,220 |  |  | 4.94 |  |  |
Total Redemptions and Repurchases |  | 24,665 |  |  | $ | 4.93 |  |  | $ | 333,113 |
____________________________________ 1 During the year ended December 31, 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 and 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 20.5 million shares of BGC Class A common stock during the year ended December 31, 2023, nor the limited partnership interests exchanged for 13.6 million shares of BGC Class A common stock during the year ended December 31, 2023. 2 During the year ended December 31, 2023, the Company repurchased 24.2 million shares of BGC Class A common stock at an aggregate price of $119.6 million for a weighted-average price of $4.94 per share. These repurchases includes 1.0 million restricted shares vested but withheld described in the following footnote. 3 Includes 1.0 million shares withheld to satisfy tax liabilities due upon the vesting of restricted stock. The fair value of restricted shares vested, withheld to satisfy tax liabilities was $5.0 million at a weighted-average price of $5.21 per share. 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. Redeemable Partnership Interest The changes in the carrying amount of FPUs for the year ended December 31, 2023 were as follows (in thousands):
|  |  | Year Ended December 31,
|  |  | 2023
Balance at beginning of period |  |  | $ | 15,519 |
Consolidated net income allocated to FPUs |  |  | 236 |
Earnings distributions |  |  | (236) |
FPUs exchanged |  |  | (1,301) |
FPUs redeemed |  |  | 288 |
Corporate conversion |  |  | (14,506) |
Balance at end of period |  |  | $ | — |
As a result of the Corporate Conversion, there were no redeemable partnership interests outstanding as of December 31, 2024 and 2023.

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