
	December 31, 2024		December 31, 2023
Assets
Cash and cash equivalents	$	70	$	29
Investments in subsidiaries	643,778		753,357
Receivables from related parties	13,242		12,744
Notes receivable from related parties	1,323,458		1,124,589
Other assets	255,085		139,140
Total assets	$	2,235,633	$	2,029,859
Liabilities and Stockholders’ Equity
Accounts payable, accrued and other liabilities	$	13,668	$	20,187
Notes payable and other borrowings	1,323,458		1,124,589
Total liabilities	1,337,126		1,144,776
Commitments, contingencies and guarantees (Note 2)
Total stockholders’ equity	898,507		885,083
Total liabilities and stockholders’ equity	$	2,235,633	$	2,029,859


	Successor				Predecessor
	Year Ended December 31, 2024		Six Months Ended December 31, 2023		Six Months Ended June 30, 2023		Year Ended December 31, 2022
Revenues:
Other revenues	$	1,062	$	394	$	797	$	263
Interest and dividend income	81,066		17,528		30,700		53,652
Total revenue	82,128		17,922		31,497		53,915
Expenses:
Interest expense	81,066		17,528		30,700		53,652
Total expenses	81,066		17,528		30,700		53,652
Income from operations before income taxes	1,062		394		797		263
Equity income (loss) of subsidiaries	58,426		(6,397)		(9,767)		42,207
Provision (benefit) for income taxes	(67,500)		(42,994)		(8,244)		(6,242)
Net income (loss) available to common stockholders	$	126,988	$	36,991	$	(726)	$	48,712
Per share data:
Basic earnings (loss) per share
Net income (loss) attributable to common stockholders	$	121,215	$	34,796	$	(726)	$	48,712
Basic earnings (loss) per share	$	0.26	$	0.08	$	0.00	$	0.13
Basic weighted-average shares of common stock outstanding	473,390		426,436		383,528		371,561
Fully diluted earnings (loss) per share
Net income (loss) for fully diluted shares	$	121,268	$	34,669	$	(726)	$	63,479
Fully diluted earnings (loss) per share	$	0.25	$	0.07	$	0.00	$	0.13
Fully diluted weighted-average shares of common stock outstanding	479,142		489,989		383,528		499,414


	Successor				Predecessor
	Year Ended December 31, 2024		Six Months Ended December 31, 2023		Six Months Ended June 30, 2023		Year Ended December 31, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) available to common stockholders	$	126,988	$	36,991	$	(726)	$	48,712
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Amortization of deferred financing costs	1,166		774		1,461		2,801
Equity (income) loss of subsidiaries	(126,988)		(36,991)		726		(48,712)
Deferred tax (benefit) expense	(67,500)		(51,527)		—		(20,341)
Decrease (increase) in operating assets:
Investments in subsidiaries	384,934		207,931		(552)		55,706
Receivables from related parties	(498)		(12,744)		253		878
Notes receivable from related party	(196,192)		(1,124,589)		(348,040)		(2,801)
Other assets	(48,445)		(87,613)		3,836		(1,052)
(Decrease) increase in operating liabilities:
Accounts payable, accrued and other liabilities	(6,517)		20,191		3,568		(5,750)
Net cash provided by (used in) operating activities	66,948		(1,047,577)		(339,474)		29,441
CASH FLOWS FROM INVESTING ACTIVITIES:
Loan to related parties	(180,000)		—		—		—
Repayment of loan to related parties	180,000		—		—		—
Net cash provided by (used in) investing activities	—		—		—		—
CASH FLOWS FROM FINANCING ACTIVITIES:
Dividends to stockholders	(33,800)		(9,360)		(7,558)		(14,859)
Repurchase of Class A common stock	(262,211)		(66,778)		(46,481)		(103,888)
Issuance of senior notes, net of deferred issuance costs	494,989		884,781		346,579		—
Redemption of equity awards	—		(155)		(1,043)		—
Repayments of senior notes	(255,526)		—		—		—
Unsecured revolving credit agreement borrowings	470,564		239,033		—		—
Unsecured revolving credit agreement repayments	(515,000)		—		—		—
Repayment of short-term borrowings from related parties	(275,000)		—		—		—
Issuance of short term borrowings from related parties	275,000		—		—		—
Distributions from subsidiaries	33,800		—		47,861		89,234
Proceeds from dividend reinvestment plan	277		85		84		90
Net cash provided by (used in) financing activities	(66,907)		1,047,606		339,442		(29,423)
Net increase (decrease) in cash and cash equivalents	41		29		(32)		18
Cash and cash equivalents at beginning of period	29		—		49		31
Cash and cash equivalents at end of period	$	70	$	29	$	17	$	49
Supplemental cash information:
Cash paid (refund) during the period for taxes	$	(5)	$	—	$	9,581	$	5,269
Cash paid during the period for interest	78,448		10,702		26,404		49,375
Supplemental non-cash information:
Issuance of Class A common stock upon exchange of limited partnership interests	$	—	$	—	$	45,868	$	34,889
Issuance of Class A and contingent Class A common stock and limited partnership interests for acquisitions	8,519		4,514		2,761		2,710

On July 1, 2023, the Company completed its Corporate Conversion to a Full C-Corporation in order to reorganize and simplify its organizational structure. As a result of the Corporate Conversion, BGC Group, Inc.(Successor) became the public holding company for, and successor to, BGC Partners, Inc. (Predecessor), and its Class A common stock began trading on Nasdaq, in place of BGC Partners’ Class A common stock, under the ticker symbol “BGC.” The accompanying Parent Company Only Financial Statements of BGC Group, Inc. should be read in conjunction with the Consolidated Financial Statements of BGC Group, Inc. and subsidiaries and the notes thereto.

On April 8, 2019, the Company entered into a $15.0 million secured loan arrangement, under which it pledged certain fixed assets as security for a loan. This arrangement was guaranteed by the Parent Company and incurred interest at a fixed rate of 3.77% and matured on April 8, 2023, at which point the loan was repaid in full; therefore, there were no borrowings as of December 31, 2024. As of December 31, 2023, BGC Partners had no borrowings related to this secured loan arrangement. The book value of the fixed assets pledged as of December 31, 2023 was nil. BGC Partners recorded interest expense related to this secured loan arrangement of nil, nil and $0.1 million for the years ended December 31, 2024, 2023 and 2022, respectively.

On April 19, 2019, the Company entered into a $10.0 million secured loan arrangement, under which it pledged certain fixed assets as security for a loan. This arrangement was guaranteed by the Parent Company and incurred interest at a fixed rate of 3.89% and matured on April 19, 2023, at which point the loan was repaid in full; therefore, there were no borrowings as of December 31, 2024. As of December 31, 2023, BGC Partners had no borrowings related to this secured loan arrangement. The book value of the fixed assets pledged as of December 31, 2023 was $0.3 million. BGC Partners recorded interest expense related to this secured loan arrangement of nil, nil and $0.1 million for the years ended December 31, 2024, 2023 and 2022, respectively.

On October 6, 2023, BGC Group completed the Exchange Offer, in which BGC Group offered to exchange the BGC Partners Notes for new notes to be issued by BGC Group with the same respective interest rates, maturity dates and substantially identical terms as the tendered notes, and cash. In connection with the Exchange Offer, and on behalf of BGC Partners, BGC Group also solicited consents from (i) holders of the BGC Partners Notes to certain proposed amendments to the indenture and supplemental indentures pursuant to which such BGC Partners Notes were issued to, among other things, eliminate certain affirmative and restrictive covenants and events of default, including the “Change of Control” provisions described below, which had applied to each series of the BGC Partners Notes, and (ii) holders of the BGC Partners 8.000% Senior Notes to amend the registration rights agreement relating thereto to terminate such agreement. As of September 19, 2023, the requisite note holder consents were received to adopt the proposed indenture amendments and terminate the registration rights agreement relating to the BGC Partners 8.000% Senior Notes. In connection with the October 6, 2023 closing of the Exchange Offer, (i) $255.5 million aggregate principal amount of BGC Partners 3.750% Senior Notes were exchanged for BGC Group 3.750% Senior Notes and subsequently cancelled, $288.2 million aggregate principal amount of BGC Partners 4.375% Senior Notes were exchanged for BGC Group 4.375% Senior Notes and subsequently cancelled, $347.2 million aggregate principal amount of BGC Partners 8.000% Senior Notes were exchanged for BGC Group 8.000% Senior Notes and subsequently cancelled, and equivalent aggregate principal amounts of BGC Group 3.750% Senior Notes, BGC Group 4.375% Senior Notes and BGC Group 8.000% Senior Notes, respectively, were issued; (ii) the indenture and supplemental indentures relating to the BGC Partners 3.750% Senior Notes, the BGC Partners 4.375% Senior Notes and the BGC Partners 8.000% Senior Notes were amended as proposed; and (iii) the registration rights agreement relating to the BGC Partners 8.000% Senior Notes was terminated. Issuance costs related to the Exchange Offer of $0.9 million are amortized as interest expense and the carrying value of the BGC Group 3.750% Senior Notes, the BGC Group 4.375% Senior Notes, and the BGC Group 8.000% Senior Notes will accrete up to the face amount over the term of the notes.

On October 19, 2023, the Company filed a resale registration statement on Form S-3 pursuant to which CF&Co could make offers and sales of the BGC Group 3.750% Senior Notes, the BGC Group 4.375% Senior Notes and the BGC Group 8.000% Senior Notes in connection with ongoing market-making transactions which could occur from time to time. Market-making transactions pursuant to this resale registration statement were terminated on November 8, 2024 in connection with the filing of the replacement market-making resale registration statement described under “—6.600% Senior Notes” below.

On November 28, 2018, BGC Partners entered into the Revolving Credit Agreement with Bank of America, N.A., as administrative agent, and a syndicate of lenders, which replaced the previously existing committed unsecured senior revolving credit agreement. The maturity date of the Revolving Credit Agreement was November 28, 2020, and the maximum revolving loan balance was $350.0 million. Borrowings under this Revolving Credit Agreement bore interest at either LIBOR or a defined base rate plus additional margin. On December 11, 2019, BGC Partners entered into an amendment to the Revolving Credit Agreement. Pursuant to the amendment, the maturity date was extended to February 26, 2021. On February 26, 2020, BGC Partners entered into a second amendment to the Revolving Credit Agreement, pursuant to which, the maturity date was extended by two years to February 26, 2023. There was no change to the interest rate or the maximum revolving loan balance. On March 10, 2022, BGC Partners entered into an amendment and restatement of the senior unsecured revolving credit agreement, pursuant to which the maturity date was extended to March 10, 2025, the size of the credit facility was increased to $375.0 million, and borrowings under this agreement bear interest based on either SOFR or a defined base rate plus additional margin. On October 6, 2023, the Revolving Credit Agreement was amended to exclude the BGC Partners Notes from the restrictive covenant in the Revolving Credit Agreement limiting the indebtedness of subsidiaries, and BGC Group assumed all of the rights and obligations of BGC Partners under the Revolving Credit Agreement and has become the borrower thereunder. On April 26, 2024, the Company amended and restated the Revolving Credit Agreement to, among other things, extend the maturity date to April 26, 2027, and provide the Company with the right to increase the facility up to $475.0 million, subject to certain conditions being met. On December 6, 2024, the Company amended the amended and restated Revolving Credit Agreement to increase the size of the credit facility to $700.0 million. The borrowing rates and financial covenants under the amended and restated Revolving Credit Agreement, as amended, are substantially unchanged.

As of December 31, 2024, there were $195.8 million borrowings outstanding, net of deferred financing costs of $4.2 million under the Revolving Credit Agreement. As of December 31, 2023, there were $239.2 million of borrowings outstanding, net of deferred financing costs of $0.8 million under the Revolving Credit Agreement. The average interest rate on the outstanding borrowings for the years ended December 31, 2024 and 2023 was 6.99% and 7.07%, respectively. BGC Group recorded interest expense of $12.2 million and $4.4 million related to the Revolving Credit Agreement for the years ended December 31, 2024 and 2023, respectively. BGC Group did not record any interest expense related to the Revolving Credit Agreement for the year ended December 31, 2022.

On July 24, 2018, BGC Partners issued an aggregate of $450.0 million principal amount of BGC Partners 5.375% Senior Notes. The BGC Partners 5.375% Senior Notes were general senior unsecured obligations of BGC Partners. The BGC Partners 5.375% Senior Notes bore interest at a rate of 5.375% per year, payable in cash on January 24 and July 24 of each year, commencing January 24, 2019. The BGC Partners 5.375% Senior Notes matured on July 24, 2023. Prior to maturity, BGC Partners was able to redeem some or all of the BGC Partners 5.375% Senior Notes at any time or from time to time for cash at certain “make-whole” redemption prices (as set forth in the supplemental indenture related to the BGC Partners 5.375% Senior Notes). If a “Change of Control Triggering Event” (as defined in the supplemental indenture governing the BGC Partners 5.375% Senior Notes) occurred, holders could have required BGC Partners to purchase all or a portion of their notes for cash at a price equal to 101% of the principal amount of the notes to be purchased plus any accrued and unpaid interest to, but excluding, the purchase date. The initial carrying value of the BGC Partners 5.375% Senior Notes was $444.2 million, net of discount and debt issuance costs of $5.8 million. The issuance costs were amortized as interest expense and the carrying value of the BGC Partners 5.375% Senior Notes accreted up to the face amount over the term of the notes. On July 24, 2023, BGC Partners repaid the principal plus accrued interest on the BGC Partners 5.375% Senior Notes. BGC Partners recorded interest expense related to the BGC Partners 5.375% Senior Notes of $14.5 million and $25.5 million for the years ended December 31, 2023 and 2022, respectively.

On September 27, 2019, BGC Partners issued an aggregate of $300.0 million principal amount of BGC Partners 3.750% Senior Notes. The BGC Partners 3.750% Senior Notes are general unsecured obligations of BGC Partners. The BGC Partners 3.750% Senior Notes bore interest at a rate of 3.750% per year, payable in cash on April 1 and October 1 of each year, commencing April 1, 2020. The BGC Partners 3.750% Senior Notes matured on October 1, 2024. BGC Partners was able to redeem some or all of the BGC Partners 3.750% Senior Notes at any time or from time to time for cash at certain “make-whole” redemption prices (as set forth in the supplemental indenture governing the BGC Partners 3.750% Senior Notes). The initial carrying value of the BGC Partners 3.750% Senior Notes was $296.1 million, net of discount and debt issuance costs of $3.9 million. The issuance costs were amortized as interest expense and the carrying value of the BGC Partners 3.750% Senior Notes accreted up to the face amount over the term of the notes.

As discussed above, on October 6, 2023, pursuant to the Exchange Offer, $255.5 million aggregate principal amount of BGC Partners 3.750% Senior Notes were exchanged for BGC Group 3.750% Senior Notes and subsequently cancelled, and certain amendments to the indenture and supplemental indenture governing the BGC Partners 3.750% Senior Notes became effective. The BGC Group 3.750% Senior Notes matured on October 1, 2024 and bore interest at a rate of 3.750% per year, payable in cash on April 1 and October 1 of each year, commencing April 1, 2024. BGC Group was able to redeem some or all of the BGC Group 3.750% Senior Notes at any time or from time to time for cash at certain “make-whole” redemption prices (as set forth in the supplemental indenture related to the BGC Group 3.750% Senior Notes). If a “Change of Control Triggering Event” (as defined in the supplemental indenture related to the BGC Group 3.750% Senior Notes) occurred, holders could have required BGC Group to purchase all or a portion of their notes for cash at a price equal to 101% of the principal amount of the notes to be purchased plus any accrued and unpaid interest to, but excluding, the purchase date.

On October 1, 2024, BGC Group repaid the principal plus accrued interest on the BGC Group 3.750% Senior Notes. BGC Group recorded interest expense related to the BGC Group 3.750% Senior Notes of $7.9 million and $2.6 million for the years ended December 31, 2024 and 2023. BGC Group did not record interest expense related to the BGC Group 3.750% Senior Notes for the year ended December 31, 2022. BGC Partners recorded interest expense related to the BGC Partners 3.750% Senior Notes of $9.5 million and $12.1 million for the years ended December 31, 2023 and 2022, respectively.

On July 10, 2020, BGC Partners issued an aggregate of $300.0 million principal amount of BGC Partners 4.375% Senior Notes. The BGC Partners 4.375% Senior Notes are general unsecured obligations of BGC Partners. The BGC Partners 4.375% Senior Notes bear interest at a rate of 4.375% per year, payable in cash on June 15 and December 15 of each year, commencing December 15, 2020. The BGC Partners 4.375% Senior Notes will mature on December 15, 2025. BGC Partners may redeem some or all of the BGC Partners 4.375% Senior Notes at any time or from time to time for cash at certain “make-whole” redemption prices (as set forth in the supplemental indenture governing the BGC Partners 4.375% Senior Notes). The initial carrying value of the BGC Partners 4.375% Senior Notes was $296.8 million, net of discount and debt issuance costs of $3.2 million. The issuance costs are amortized as interest expense and the carrying value of the BGC Partners 4.375% Senior Notes will accrete up to the face amount over the term of the notes.

As discussed above, on October 6, 2023, pursuant to the Exchange Offer, $288.2 million aggregate principal amount of BGC Partners 4.375% Senior Notes were exchanged for BGC Group 4.375% Senior Notes and subsequently cancelled, and certain amendments to the indenture and supplemental indenture governing the BGC Partners 4.375% Senior Notes became effective. The BGC Group 4.375% Senior Notes will mature on December 15, 2025 and bear interest at a rate of 4.375% per year, payable in cash on June 15 and December 15 of each year, commencing December 15, 2023. BGC Group may redeem some or all of the BGC Group 4.375% Senior Notes at any time or from time to time for cash at certain “make-whole” redemption prices (as set forth in the supplemental indenture related to the BGC Group 4.375% Senior Notes). If a “Change of Control Triggering Event” (as defined in the supplemental indenture related to the BGC Group 4.375% Senior Notes) occurs, holders may require BGC Group to purchase all or a portion of their notes for cash at a price equal to 101% of the principal amount of the notes to be purchased plus any accrued and unpaid interest to, but excluding, the purchase date.

The carrying value of the BGC Group 4.375% Senior Notes was $287.5 million as of December 31, 2024. BGC Group recorded interest expense related to the BGC Group 4.375% Senior Notes of $13.3 million and $3.3 million for the years ended December 31, 2024 and 2023. BGC Group did not record interest expense related to the BGC Group 4.375% Senior Notes for the year ended December 31, 2022. The carrying value of the BGC Partners 4.375% Senior Notes was $11.8 million as of December 31, 2024. BGC Partners recorded interest expense related to the BGC Partners 4.375% Senior Notes of $10.5 million and $13.8 million for the years ended December 31, 2023 and 2022, respectively.

On May 25, 2023, BGC Partners issued an aggregate of $350.0 million principal amount of BGC Partners 8.000% Senior Notes. The BGC Partners 8.000% Senior Notes are general unsecured obligations of BGC Partners. The BGC Partners 8.000% Senior Notes bear interest at a rate of 8.000% per year, payable in cash on May 25 and November 25 of each year, commencing November 25, 2023. The BGC Partners 8.000% Senior Notes will mature on May 25, 2028. BGC Partners may redeem some or all of the BGC Partners 8.000% Senior Notes at any time or from time to time for cash at certain “make-whole” redemption prices (as set forth in the supplemental indenture governing the BGC Partners 8.000% Senior Notes). The initial carrying value of the BGC Partners 8.000% Senior Notes was $346.6 million, net of discount and debt issuance costs of $3.4 million. The issuance costs are amortized as interest expense and the carrying value of the BGC Partners 8.000% Senior Notes will accrete up to the face amount over the term of the notes.

On October 6, 2023, pursuant to the Exchange Offer, $347.2 million aggregate principal amount of BGC Partners 8.000% Senior Notes were exchanged for BGC Group 8.000% Senior Notes and subsequently cancelled, and certain amendments to the indenture and supplemental indenture governing the BGC Partners 8.000% Senior Notes became effective. The BGC Group 8.000% Senior Notes will mature on May 25, 2028 and bear interest at a rate of 8.000% per year, payable in cash on May 25 and November 25 of each year, commencing November 25, 2023. BGC Group may redeem some or all of the BGC Group 8.000% Senior Notes at any time or from time to time for cash at certain “make-whole” redemption prices (as set forth in the supplemental indenture related to the BGC Group 8.000% Senior Notes). If a “Change of Control Triggering Event” (as defined in the supplemental indenture related to the BGC Group 8.000% Senior Notes) occurs, holders may require BGC Group to purchase all or a portion of their notes for cash at a price equal to 101% of the principal amount of the notes to be purchased plus any accrued and unpaid interest to, but excluding, the purchase date.

Following closing of the Exchange Offer, $2.8 million aggregate principal amount of the BGC Partners 8.000% Senior Notes remained outstanding. In connection with the issuance of the BGC Partners 8.000% Senior Notes, BGC Partners entered into a registration rights agreement providing for a future registered exchange offer by May 25, 2024 in which holders of the BGC Partners 8.000% Senior Notes, issued in a private placement on May 25, 2023, could exchange such notes for new registered notes with substantially identical terms. Such registration rights agreement was terminated in connection with the closing of the Exchange Offer.

On June 10, 2024, the Company issued an aggregate of $500.0 million principal amount of BGC Group 6.600% Senior Notes. The BGC Group 6.600% Senior Notes are general unsecured obligations of BGC Group. The BGC Group 6.600% Senior Notes bear interest at a rate of 6.600% per year, payable in cash on June 10 and December 10 of each year, commencing December 10, 2024. The BGC Group 6.600% Senior Notes will mature on June 10, 2029. The Company may redeem some or all of the BGC Group 6.600% Senior Notes at any time or from time to time for cash at certain “make-whole” redemption prices (as set forth in the supplemental indenture governing the BGC Group 6.600% Senior Notes). The initial carrying value of the BGC Group 6.600% Senior Notes was $495.0 million, net of discount and debt issuance costs of $5.0 million. The issuance costs are amortized as interest expense and the carrying value of the BGC Group 6.600% Senior Notes will accrete up to the face amount over the term of the notes.

On November 8, 2024, the Company filed a resale registration statement on Form S-3 pursuant to which CF&Co may make offers and sales of the BGC Group 4.375% Senior Notes, BGC Group 8.000% Senior Notes and BGC Group 6.600% Senior Notes in connection with ongoing market-making transactions which may occur from time to time. Such market-making transactions in these securities may occur in the open market or may be privately negotiated at prevailing market prices at the time of resale or at related or negotiated prices. Neither CF&Co, nor any other of the Company’s other affiliates, has any obligation to make a market in our securities, and CF&Co or any such other affiliate may discontinue market-making activities at any time without notice.

On March 12, 2024, the Company borrowed $275.0 million from Cantor under the BGC Credit Agreement. On April 1, 2024, the outstanding balance of $275.0 million was repaid in its entirety. There were no borrowings by the Company under the BGC Credit Agreement as of December 31, 2024. The Company recorded $1.1 million of interest expense related to the BGC Credit Agreement for the year ended December 31, 2024. The Company did not record any interest expense related to the BGC Credit Agreement during the years ended December 31, 2023 and 2022. See “Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources” included in Part I, Item 7 of this Annual Report on Form 10-K for additional information related to these transactions.