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Stock Transactions and Unit Redemptions | 9 Months Ended
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Sep. 30, 2025
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,
| 2025 |  | 2024 |  | 2025 |  | 2024
Shares outstanding at beginning of period | 366,193 |  |  | 379,588 |  |  | 374,297 |  |  | 390,095 |
Share issuances: |  |  |  |  |  |  |
Redemptions/exchanges of limited partnership interests and contingent share obligations 1 | 175 |  |  | 180 |  |  | 793 |  |  | 1,298 |
Vesting of RSUs | 1,189 |  |  | 2,507 |  |  | 8,267 |  |  | 8,192 |
Acquisitions | 53 |  |  | 70 |  |  | 694 |  |  | 543 |
Other issuances of BGC Class A common stock | 2,566 |  |  | 1,278 |  |  | 6,906 |  |  | 6,106 |
Restricted stock forfeitures | — |  |  | (300) |  |  | (373) |  |  | (973) |
Treasury stock repurchases 2 | (4,239) |  |  | (7,893) |  |  | (24,647) |  |  | (29,831) |
Shares outstanding at end of period | 365,937 |  |  | 375,430 |  |  | 365,937 |  |  | 375,430 |
____________________________ 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 both the three months ended September 30, 2025 and 2024 are 0.2 million shares of BGC Class A common stock granted in connection with 0.2 million contingent share obligations. Included in redemptions/exchanges of limited partnership interests and contingent share obligations for the nine months ended September 30, 2025 and 2024 are 0.8 million shares of BGC Class A common stock granted in connection with 0.9 million contingent share obligations, and 1.3 million shares of BGC Class A common stock granted in connection with 1.4 million contingent share obligations, respectively. Because contingent share obligations were included in the Company’s fully diluted share count, if dilutive, settlement of contingent share obligations in connection with the issuance of BGC Class A common stock did not impact the fully diluted number of shares outstanding. 2 Treasury stock repurchases includes shares withheld for taxes on restricted stock vesting. See Note 7—“Stock Transactions and Unit Redemptions: Unit Redemptions and Share Repurchase Program.” Class B Common Stock The Company did not issue any shares of BGC Class B common stock during the three and nine months ended September 30, 2025 and 2024. There were 109.5 million shares of BGC Class B common stock outstanding as of both September 30, 2025 and December 31, 2024. As of September 30, 2024 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. The March 2021 Form S-3 Registration Statement and the July 2023 Sales Agreement related to the CEO Program both expired on August 2, 2025. As of September 30, 2025, 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 July 1, 2023, the BGC Group Board and Audit Committee approved BGC Group’s repurchase authorization in an amount up to $400.0 million. 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 September 30, 2025, the Company had $136.5 million remaining from its Share Repurchase Authorization. From time to time, the Company may actively continue to repurchase shares. The tables below represent the shares repurchased for cash or withheld to satisfy tax liabilities due upon the vesting of restricted stock. The share repurchases of BGC Class A common stock during the three and nine months ended September 30, 2025 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 September 30, 2025
Repurchases 1,2 |  |  |  |  |  |
January 1, 2025—March 31, 2025 |  | 3,184 |  |  | $ | 9.36 |  |  |
April 1, 2025—June 30, 2025³ |  | 17,224 |  |  | 9.21 |  |  |
July 1, 2025—July 31, 2025 |  | — |  |  | — |  |  |
August 1, 2025—August 31, 2025 |  | 2,014 |  |  | 9.80 |  |  |
September 1, 2025—September 30, 2025 |  | 2,225 |  |  | 9.96 |  |  |
Total Repurchases |  | 24,647 |  |  | $ | 9.34 |  |  | $ | 136,518 |
___________________________ 1 During the three months ended September 30, 2025, the Company repurchased 4.2 million shares of BGC Class A common stock for an aggregate price of $41.9 million for a weighted-average price of $9.88 per share. During the nine months ended September 30, 2025, the Company repurchased 24.6 million shares of BGC Class A common stock for an aggregate price of $230.3 million at a weighted-average price of $9.34 per share. These repurchases include 1.8 million restricted shares vested but withheld described in the following footnote. 2 The nine months ended September 30, 2025 include an aggregate of 1.8 million shares withheld to satisfy tax liabilities due upon the vesting of restricted stock. The fair value of restricted shares vested but withheld to satisfy tax liabilities was $16.8 million at a weighted-average price of $9.16 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. 3 On May 16, 2025, Mr. Howard W. Lutnick agreed to sell 16.1 million shares of BGC Class A common stock to BGC at a price of $9.2082 per share pursuant to the Company’s Share Repurchase Authorization. Such repurchase closed on May 19, 2025, and was approved by the Audit Committee. See Note 13—“Related Party Transactions” for further information. The share repurchases of BGC Class A common stock during the three and nine months ended September 30, 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 September 30, 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—July 31, 2024 |  | 2,040 |  |  | 8.59 |  |  |
August 1, 2024—August 31, 2024 |  | 4,807 |  |  | 9.12 |  |  |
September 1, 2024—September 30, 2024 |  | 1,046 |  |  | 9.65 |  |  |
Total Repurchases |  | 29,831 |  |  | $ | 8.06 |  |  | $ | 121,173 |
____________________________ 1 During the three months ended September 30, 2024, the Company repurchased 7.9 million shares of BGC Class A common stock for an aggregate price of $71.5 million at a weighted-average price of $9.05 per share. These repurchases include 0.9 million restricted shares vested but withheld described in the following footnote. During the nine months ended September 30, 2024, the Company repurchased 29.8 million shares of BGC Class A common stock for an aggregate price of $240.4 million at a weighted-average price of $8.06 per share. These repurchases include 3.6 million restricted shares vested but withheld described in the following footnote. 2 The three months ended September 30, 2024 include an aggregate of 0.9 million shares withheld to satisfy tax liabilities due upon the vesting of restricted stock. The fair value of restricted shares vested but withheld to satisfy tax liabilities was $7.5 million at a weighted-average price of $8.48 per share. The nine months ended September 30, 2024 includes an aggregate of 3.6 million shares withheld to satisfy tax liabilities due upon the vesting of restricted stock. The fair value of restricted shares vested but withheld to satisfy tax liabilities was $28.4 million at a weighted-average price of $7.98 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.

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