Financial Data and Key Metrics Changes - BGC Group reported record revenues of $784 million, a 42% increase compared to the previous year [4] - Adjusted earnings before interest, taxes, depreciation, and amortization (EBITDA) increased by 31.4% to $213.3 million [15] - Post-tax adjusted earnings rose by 34% to a record $153.7 million, with adjusted earnings per share improving by 34.8% to 31 cents [15] Business Line Data and Key Metrics Changes - ECS revenues grew by 122.2% to a record $261.6 million, driven by OTC and strong organic growth [7] - Rates revenues increased by 20.8% to $200.6 million, reflecting higher volumes across major interest rate products [7] - Foreign exchange revenues were up 21.9% to $108.5 million, attributed to strong growth in FX options and emerging market currencies [7] - Credit revenues increased by 8.5% to $75.3 million, driven by higher US and emerging market credit volumes [8] - Equities revenues grew by 43.8% to $73.9 million, with notable strength in EMEA and Americas [8] - Fenics revenues improved by 18.6% to $162.9 million, with Fenics Markets reporting revenues of $134.1 million, a 16.5% increase [10] Market Data and Key Metrics Changes - EMEA revenues increased by 50.3%, Americas revenues by 40.3%, and Asia Pacific revenues by 17.4% [13] - FMX UST generated record average daily volume of $68 billion, a 45% increase compared to last year [11] - FMX FX nearly doubled its average daily volume to a record $15.6 billion [11] Company Strategy and Development Direction - The company aims to enhance profitability through a cost reduction program expected to deliver at least $25 million in annualized savings [5] - BGC Group is focused on integrating the recent OTC acquisition and closing the margin gap between OTC and BGC [6][25] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the growth trajectory, expecting total revenues for Q3 2025 to be between $715 million and $765 million, representing approximately 32% growth year-over-year [17] - The adjusted earnings tax rate is anticipated to be between 10% and 12% for the full year 2025 [17] Other Important Information - The company acknowledged a tragic shooting incident near one of its offices, expressing condolences to the victims' families [19] Q&A Session Summary Question: How does the company view the growth algorithm and margin trajectory post-acquisition? - Management indicated that the acquisition of OTC has not changed the growth trajectory, with a focus on reducing the margin gap through a cost reduction program [24][25] Question: Can you elaborate on the traction in the futures business? - Management reported record volumes and increasing open interest in the futures market, with a strong focus on client engagement [29][30] Question: Are there any complexities with treasury futures compared to SOFR? - Management stated there are no additional impediments, and they expect US treasury futures to follow the success of SOFR [37] Question: What is the outlook for the FX business? - Management noted that the FX business is experiencing structural growth, with volumes in the FMX FX platform growing significantly compared to peers [41] Question: Why has the voice portion of the FX business outperformed the electronic franchise recently? - Management explained that clients have opted for voice trading during periods of volatility, but they expect a gradual shift back to electronic trading as the market stabilizes [42]

BGC GROUP, INC. NASDAQ: BGC EARNINGS PRESENTATION Q2 2025 DISCLAIMER DISCUSSION OF FORWARD-LOOKING STATEMENTS ABOUT BGC Statements in this document regarding BGC that are not historical facts are "forward-looking statements" that involve risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements. These include statements about the Company's business, results, financial position, liquidity and outlook, which may constitute forward-looking statem ...

[Executive Summary & Financial Highlights](index=1&type=section&id=Executive%20Summary%20%26%20Financial%20Highlights) Overview of BGC Group's Q2 2025 performance, highlighting record revenues, strong growth, key financial metrics, and a cost reduction program [Management Commentary](index=1&type=section&id=Management%20Commentary) BGC Group reported historic Q2 2025 results, achieving record revenues and strong growth across all segments, with Fenics' best quarter and a cost reduction program underway - Record revenues of **$784 million**, a **42% increase YoY**. Excluding OTC, revenues grew by **21%**[2](index=2&type=chunk) - Fenics had its best ever quarter with record volumes and market share, with total Fenics revenues growing by **19%** and Fenics Growth Platforms increasing by **30%**[2](index=2&type=chunk) - A cost reduction program launched post-acquisition is expected to deliver at least **$25 million** in annualized savings by year-end 2025[3](index=3&type=chunk) [Consolidated Financial Highlights](index=1&type=section&id=Consolidated%20Financial%20Highlights) Consolidated Q2 2025 financial highlights show significant year-over-year growth in revenues, GAAP income, net income, Adjusted Earnings, and Adjusted EBITDA, reflecting strong operational performance Highlights of Consolidated Results (USD millions) | Highlights of Consolidated Results (USD millions) | 2Q25 | 2Q24 | Change | | :--- | :--- | :--- | :--- | | Revenues | $784.0 | $550.8 | 42.3% | | GAAP income from operations before income taxes | 75.3 | 55.2 | 36.5% | | GAAP net income for fully diluted shares | 55.1 | 36.1 | 52.9% | | Adjusted Earnings before noncontrolling interest in subsidiaries and taxes | 173.6 | 125.8 | 38.0% | Select Financial Results (USD millions) | SELECT FINANCIAL RESULTS | 2Q25 | 2Q24 | Change | | :--- | :--- | :--- | :--- | | Post-tax Adjusted Earnings | 153.7 | 114.7 | 34.0% | | Adjusted EBITDA | 213.3 | 162.4 | 31.4% | | Per Share Results | 2Q25 | 2Q24 | Change | | GAAP fully diluted earnings per share | $0.11 | $0.08 | 37.5% | | Post-tax Adjusted Earnings per share | $0.31 | $0.23 | 34.8% | [Summary Results](index=2&type=section&id=SUMMARY%20RESULTS) This section details BGC Group's record Q2 2025 revenues, segment performance, Fenics' growth, and consolidated expenses, taxes, and share count [Consolidated Revenues Overview](index=2&type=section&id=Consolidated%20Revenues%20Overview) BGC Group achieved record quarterly revenues of **$784.0 million**, up **42.3% YoY**, driven by strong growth across brokerage segments, particularly ECS, and Fenics Growth Platforms Consolidated Revenues (USD millions) | Consolidated Revenues (USD millions) | 2Q25 | 2Q24 | Change | | :--- | :--- | :--- | :--- | | ECS ("Energy, Commodities, and Shipping") | $261.6 | $117.7 | 122.2% | | Rates | 200.6 | 166.0 | 20.8% | | Foreign Exchange | 108.5 | 88.9 | 21.9% | | Credit | 75.3 | 69.4 | 8.5% | | Equities | 73.9 | 51.4 | 43.8% | | Total Brokerage Revenues | $719.9 | $493.5 | 45.9% | | Data, Network, and Post-trade | 35.5 | 30.8 | 15.1% | | Interest and dividend income, Fees from related parties and Other revenues | 28.6 | 26.4 | 8.4% | | Total Revenues | $784.0 | $550.8 | 42.3% | - Record quarterly revenues of **$784.0 million**, a **42.3% increase YoY**. Excluding OTC, revenues were **$665.7 million**, up **20.9%**[7](index=7&type=chunk) - Revenues across EMEA, Americas, and APAC grew by **50.3%**, **40.3%**, and **17.4%**, respectively[7](index=7&type=chunk) [Revenue by Segment](index=2&type=section&id=Revenue%20by%20Segment) Brokerage revenues saw substantial growth, led by ECS, with strong double-digit increases across Rates, Foreign Exchange, Data, Network, Post-trade, Credit, and Equities segments - ECS revenues grew by **122.2%** to **$261.6 million**, driven by OTC and strong organic growth. Excluding OTC, ECS revenues grew by **27%**[8](index=8&type=chunk) - Rates revenues increased by **20.8%** to **$200.6 million** due to higher volumes across interest rate products[8](index=8&type=chunk) - Foreign Exchange revenues were up **21.9%** to **$108.5 million**, driven by FX options and emerging market currencies[8](index=8&type=chunk) - Data, Network, and Post-trade revenues increased by **15.1%** to **$35.5 million**, primarily from Lucera and Fenics Market Data, partially offset by the sale of Capitalab[9](index=9&type=chunk) - Credit revenues increased by **8.5%** to **$75.3 million**, driven by higher U.S. and emerging market credit volumes[13](index=13&type=chunk) - Equities revenues grew by **43.8%** to **$73.9 million**, with strength across EMEA and Americas due to higher volatility and market share gains[13](index=13&type=chunk) [Fenics Performance](index=3&type=section&id=FENICS) Fenics achieved record Q2 revenues of **$162.9 million**, up **18.6%**, primarily driven by its Growth Platforms, which surged **29.6%**, with key contributions from FMX, PortfolioMatch, and Lucera Fenics Revenues (USD millions) | Fenics Revenues (USD millions) | 2Q25 | 2Q24 | Change | | :--- | :--- | :--- | :--- | | Fenics Markets | $134.1 | $115.1 | 16.5% | | Fenics Growth Platforms | 28.7 | 22.2 | 29.6% | | Fenics Revenues | $162.9 | $137.3 | 18.6% | - Total Fenics revenues improved by **18.6%** to **$162.9 million**[10](index=10&type=chunk) - Fenics Growth Platforms generated revenues of **$28.7 million**, a **29.6% increase**, primarily driven by FMX, PortfolioMatch, and Lucera[11](index=11&type=chunk) [Fenics Markets](index=3&type=section&id=Fenics%20Markets) Fenics Markets reported revenues of **$134.1 million**, a **16.5% increase**, primarily driven by higher electronic trading volumes and Fenics Market Data revenues - Fenics Markets revenues increased by **16.5%** to **$134.1 million**, driven by higher electronic trading volumes and Fenics Market Data[10](index=10&type=chunk) [Fenics Growth Platforms](index=3&type=section&id=Fenics%20Growth%20Platforms) Fenics Growth Platforms saw a **29.6%** revenue increase, led by FMX, PortfolioMatch, and Lucera, all demonstrating significant volume and market share gains - FMX UST generated record average daily volume (ADV) of **$68 billion** in Q2, a **45% increase YoY**, with market share growing to over **35%**[14](index=14&type=chunk) - FMX FX nearly doubled its ADV to a record **$15.6 billion**, driven by equity partner support and new products[14](index=14&type=chunk) - PortfolioMatch ADV nearly doubled due to market share gains, new clients, increased distribution, and deeper connectivity with systematic traders[14](index=14&type=chunk) - Lucera's revenue grew by more than **40%**, driven by new clients and product launches[15](index=15&type=chunk) [Consolidated Expenses and Taxes](index=4&type=section&id=CONSOLIDATED%20EXPENSES%20AND%20TAXES) Total GAAP expenses increased by **42.3%** to **$711.7 million**, driven by the OTC acquisition and higher revenues, with compensation and non-compensation expenses rising significantly, and a **6.0%** increase in GAAP income tax provision Consolidated Expenses (USD millions) | Consolidated Expenses (USD millions) | 2Q25 | 2Q24 | Change | | :--- | :--- | :--- | :--- | | Compensation and employee benefits under GAAP | $416.5 | $272.0 | 53.1% | | Equity-based compensation and allocations of net income to limited partnership units and FPUs | 83.9 | 66.2 | 26.8% | | Non-compensation expenses under GAAP | 211.3 | 162.0 | 30.5% | | Total expenses under GAAP | $711.7 | $500.2 | 42.3% | | Compensation and employee benefits for Adjusted Earnings | $411.7 | $272.0 | 51.4% | | Non-compensation expenses for Adjusted Earnings | 199.2 | 154.4 | 29.0% | | Total expenses for Adjusted Earnings | $610.8 | $426.3 | 43.3% | - Compensation and employee benefits under GAAP increased by **53.1%** due to the OTC acquisition and higher commissionable revenues[16](index=16&type=chunk) - Non-compensation expenses under GAAP increased by **30.5%**, primarily driven by the OTC acquisition[17](index=17&type=chunk) Taxes (USD millions) | Taxes | 2Q25 | 2Q24 | Change | | :--- | :--- | :--- | :--- | | GAAP provision for income taxes | $19.1 | $18.0 | 6.0% | | Provision for income taxes for Adjusted Earnings | 21.2 | 11.7 | 80.9% | [Consolidated Share Count](index=5&type=section&id=CONSOLIDATED%20SHARE%20COUNT) The fully diluted weighted-average share count under GAAP increased slightly by **0.8%** year-over-year to **484.6 million**, while for Adjusted Earnings, it increased by **0.7%** to **500.1 million** Consolidated Share Count (USD millions) | Consolidated Share Count (USD millions) | 2Q25 | 2Q24 | Change | 1Q25 | Change (QoQ) | | :--- | :--- | :--- | :--- | :--- | :--- | | Fully diluted weighted-average share count under GAAP | 484.6 | 480.9 | 0.8% | 485.5 | (0.2)% | | Fully diluted weighted-average share count for Adjusted Earnings | 500.1 | 496.8 | 0.7% | 501.5 | (0.3)% | [Financial Outlook & Dividend](index=5&type=section&id=Financial%20Outlook%20%26%20Dividend) This section provides BGC Group's financial guidance for Q3 2025, including projected revenues and pre-tax Adjusted Earnings, along with details on the declared quarterly cash dividend [Third Quarter 2025 Guidance](index=5&type=section&id=Third%20Quarter%202025%20Guidance) BGC Group provides guidance for Q3 2025, projecting revenues between **$715 million** and **$765 million**, and Pre-tax Adjusted Earnings between **$150 million** and **$165 million** Outlook (USD millions) | Metric (USD millions) | Guidance | Actual | | :--- | :--- | :--- | | | 3Q 2025 | 3Q 2024 | | Revenues | $715 - $765 | $561.1 | | Pre-tax Adjusted Earnings | $150 - $165 | $126.7 | [Dividend Information](index=5&type=section&id=DIVIDEND%20INFORMATION) BGC's Board of Directors declared a quarterly qualified cash dividend of **$0.02 per share**, payable on September 3, 2025, to stockholders of record as of August 20, 2025 - A quarterly qualified cash dividend of **$0.02 per share** was declared, payable on September 3, 2025, to Class A and Class B common stockholders of record as of August 20, 2025[23](index=23&type=chunk) [Condensed Consolidated Financial Statements](index=6&type=section&id=Condensed%20Consolidated%20Financial%20Statements) This section presents BGC Group's condensed consolidated financial statements, including statements of financial condition and operations, providing a detailed view of assets, liabilities, equity, revenues, and expenses [Condensed Consolidated Statements of Financial Condition](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Financial%20Condition) As of June 30, 2025, BGC Group's total assets increased to **$4.89 billion** from **$3.59 billion** (Dec 2024), driven by receivables and goodwill, while total liabilities rose due to notes payable and accrued compensation Condensed Consolidated Statements of Financial Condition (in thousands) | Assets | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Cash and cash equivalents | $826,470 | $711,584 | | Receivables from broker-dealers, clearing organizations, customers and related broker-dealers | 951,387 | 365,490 | | Accrued commissions and other receivables, net | 526,742 | 324,213 | | Loans, forgivable loans and other receivables from employees and partners, net | 468,259 | 360,060 | | Goodwill | 625,499 | 540,290 | | Other intangible assets, net | 445,771 | 240,910 | | Total assets | $4,890,519 | $3,591,967 | | Liabilities | | | | Accrued compensation | $308,042 | $227,869 | | Payables to broker-dealers, clearing organizations, customers and related broker-dealers | 777,209 | 225,377 | | Notes payable and other borrowings | 1,917,835 | 1,337,540 | | Total liabilities | 3,781,836 | 2,512,728 | | Total equity | 1,108,683 | 1,079,239 | | Total liabilities and equity | $4,890,519 | $3,591,967 | [Condensed Consolidated Statements of Operations](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) For Q2 2025, total revenues increased to **$784.0 million** from **$550.8 million** (prior year), with expenses rising to **$711.7 million** from **$500.2 million**, yielding income from operations before taxes of **$75.3 million** and consolidated net income of **$56.2 million** Condensed Consolidated Statements of Operations (Three Months Ended June 30, in thousands) | Revenues: | 2025 | 2024 | | :--- | :--- | :--- | | Total brokerage revenues | $719,899 | $493,520 | | Data, network and post-trade | 35,462 | 30,812 | | Total revenues | 784,004 | 550,761 | | Expenses: | | | | Total compensation and employee benefits | 500,389 | 338,197 | | Total non-compensation expenses | 211,297 | 161,958 | | Total expenses | 711,686 | 500,155 | | Income (loss) from operations before income taxes | 75,278 | 55,164 | | Consolidated net income (loss) | $56,215 | $37,175 | | Net income (loss) available to common stockholders | $57,545 | $37,828 | Per Share Data (Three Months Ended June 30) | Per share data: | 2025 | 2024 | | :--- | :--- | :--- | | Basic earnings (loss) per share | $0.11 | $0.08 | | Fully diluted earnings (loss) per share | $0.11 | $0.08 | [Non-GAAP Financial Measures](index=11&type=section&id=Non-GAAP%20Financial%20Measures) This section defines and provides the rationale for BGC Group's non-GAAP financial measures, including Adjusted Earnings, Adjusted EBITDA, Liquidity, and Constant Currency, explaining their use in evaluating financial performance [Adjusted Earnings Definition and Rationale](index=11&type=section&id=Adjusted%20Earnings%20Defined) Adjusted Earnings are non-GAAP measures used by BGC to evaluate financial performance, excluding certain non-cash, non-dilutive, and specific non-operating gains/charges, aiming to provide a clearer view of core earnings - Adjusted Earnings (pre-tax and post-tax) are supplemental non-GAAP measures used by management to evaluate financial performance, reflecting operating earnings generated on a consolidated basis[36](index=36&type=chunk) - Adjusted Earnings calculations primarily exclude certain non-cash items, other expenses not involving cash outlay, and gains/charges that management believes do not best reflect the underlying operating performance[37](index=37&type=chunk) [Compensation Adjustments](index=11&type=section&id=Calculations%20of%20Compensation%20Adjustments%20for%20Adjusted%20Earnings%20and%20Adjusted%20EBITDA) Adjusted Earnings and Adjusted EBITDA exclude GAAP charges for equity-based compensation (e.g., amortization of RSUs, restricted stock, limited partnership units, grants of exchangeability, preferred units/RSU tax accounts) and other compensation-related adjustments - Adjusted Earnings and Adjusted EBITDA exclude all GAAP charges in the 'Equity-based compensation and allocations of net income to limited partnership units and FPUs' line item[38](index=38&type=chunk) - Excluded items include charges for amortization of RSUs, restricted stock, other equity-based awards, limited partnership units, grants of exchangeability, and preferred units/RSU tax accounts[38](index=38&type=chunk) - Other compensation-related adjustments, such as severance charges from cost-saving initiatives, are also excluded[41](index=41&type=chunk) [Non-Compensation Adjustments](index=13&type=section&id=Calculation%20of%20Non-Compensation%20Adjustments%20for%20Adjusted%20Earnings) Non-compensation adjustments for Adjusted Earnings exclude non-cash GAAP charges for amortization of intangibles, acquisition-related costs, asset impairment charges, litigation resolutions, and other non-recurring items, including restructuring/cost-saving plan charges - Adjusted Earnings calculations exclude non-cash GAAP charges related to amortization of intangibles from acquisitions, acquisition-related costs, and non-cash GAAP asset impairment charges[43](index=43&type=chunk) - Resolutions of litigation, disputes, investigations, or enforcement matters that are non-recurring or unusual are excluded[43](index=43&type=chunk) - Various other GAAP items not reflective of underlying performance, including non-compensation-related charges from restructuring/cost savings plans, are also excluded[43](index=43&type=chunk) [Other Income (Losses) Adjustments](index=13&type=section&id=Calculation%20of%20Adjustments%20for%20Other%20(income)%20losses%20for%20Adjusted%20Earnings) Adjusted Earnings exclude gains from litigation resolution and certain other non-cash, non-dilutive, and/or non-economic items, including allocations of net income to limited partnership units and FPUs, and charges for dividend equivalents on RSUs and preferred returns on RSU tax accounts - Adjusted Earnings calculations exclude gains from litigation resolution and certain other non-cash, non-dilutive, and/or non-economic items[42](index=42&type=chunk) - Excluded items include allocations of net income to limited partnership units and FPUs, and charges related to dividend equivalents earned on RSUs and preferred returns on RSU tax accounts[42](index=42&type=chunk) - Gains or losses on divestitures, fair value adjustments of investments, and certain other GAAP items related to equity method investments are also excluded[43](index=43&type=chunk) [Adjusted Earnings Tax Methodology](index=15&type=section&id=Methodology%20for%20Calculating%20Adjusted%20Earnings%20Taxes) The non-GAAP tax provision for post-tax Adjusted Earnings is calculated by adjusting pre-tax Adjusted Earnings for tax-deductible items (e.g., equity-based compensation) and applying statutory tax rates, reflecting the tax provision as if **100%** of earnings were taxed at global corporate rates - The non-GAAP tax provision for post-tax Adjusted Earnings is determined by adjusting pre-tax Adjusted Earnings for tax-deductible items (e.g., equity-based compensation, employee loan forgiveness) and then applying statutory tax rates[46](index=46&type=chunk) - The most significant factor affecting the non-GAAP tax provision is the amount of charges relating to equity-based compensation, which are tax-deductible[48](index=48&type=chunk) - Taxes for Adjusted Earnings are presented to show the tax provision the consolidated Company would expect to pay if **100%** of earnings were taxed at global corporate rates[49](index=49&type=chunk) [Adjusted Earnings Per Share Calculation](index=15&type=section&id=Calculations%20of%20Pre-%20and%20Post-Tax%20Adjusted%20Earnings%20per%20Share) Adjusted Earnings per share calculations either include dilutive instruments (excluding associated expense, net of tax) or exclude anti-dilutive instruments (including associated expense, net of tax) in the fully diluted share count - Adjusted Earnings per share calculations either include dilutive instruments in the fully diluted share count (excluding associated expense, net of tax) or exclude anti-dilutive instruments (including associated expense, net of tax)[51](index=51&type=chunk) - The share count for Adjusted Earnings excludes certain shares and share equivalents expected to be issued in future periods but not yet eligible to receive dividends[50](index=50&type=chunk) [Adjusted EBITDA Definition and Rationale](index=17&type=section&id=Adjusted%20EBITDA%20Defined) Adjusted EBITDA is a non-GAAP measure defined as GAAP Net income adjusted by adding back taxes, interest, depreciation/amortization, impairment, equity-based compensation, and certain non-cash gains/losses, used to evaluate operating performance by eliminating financing, taxes, and capital spending effects - Adjusted EBITDA is defined as GAAP 'Net income (loss) available to common stockholders' adjusted by adding back provision for income taxes, noncontrolling interest, interest expense, fixed asset depreciation and intangible asset amortization, impairment of long-lived assets, equity-based compensation, and (gains) losses on equity method investments, among other non-cash GAAP items[56](index=56&type=chunk)[59](index=59&type=chunk) - Management uses Adjusted EBITDA to evaluate operating performance by eliminating the effects of financing, income taxes, and the accounting effects of capital spending and acquisitions[56](index=56&type=chunk) [Liquidity Definition](index=18&type=section&id=Liquidity%20Defined) Liquidity is a non-GAAP measure defined as the sum of cash, cash equivalents, reverse repurchase agreements, and financial instruments owned at fair value, less securities lent/repurchase agreements, considered an important metric for readily available cash - Liquidity is defined as the sum of cash and cash equivalents, reverse repurchase agreements (if any), financial instruments owned at fair value, less securities lent out in securities loaned transactions and repurchase agreements (if any)[61](index=61&type=chunk) - The company considers liquidity an important metric for determining the amount of cash available or readily available on short notice[61](index=61&type=chunk) [Constant Currency Definition](index=18&type=section&id=Constant%20Currency%20Defined) Constant Currency is a non-GAAP metric used to compare underlying operating performance by eliminating foreign currency fluctuations, assuming prior period exchange rates apply to current period revenues for YoY comparisons - Constant Currency is a non-GAAP financial metric used to provide a better comparison of underlying operating performance by eliminating the impact of foreign currency fluctuations[63](index=63&type=chunk) - Constant Currency revenue percentage change is calculated by remeasuring current quarter revenues using prior period exchange rates[63](index=63&type=chunk) [Timing of Outlook for Certain GAAP and Non-GAAP Items](index=17&type=section&id=Timing%20of%20Outlook%20for%20Certain%20GAAP%20and%20Non-GAAP%20Items) BGC provides forward-looking guidance for GAAP revenues and certain non-GAAP measures, but not for other GAAP results, as items excluded from Adjusted Earnings/EBITDA are difficult to forecast with precision due to their unpredictable nature - BGC does not provide an outlook for certain GAAP results because items excluded from Adjusted Earnings and/or Adjusted EBITDA are difficult to forecast with precision[60](index=60&type=chunk) - Relevant unpredictable items include equity-based compensation, unusual items, gains/losses on marketable securities, non-cash asset impairment charges, and outcomes of acquisitions, dispositions, or litigation[64](index=64&type=chunk) [Reconciliations and Supplementary Data](index=19&type=section&id=Reconciliations%20and%20Supplementary%20Data) This section provides detailed reconciliations of GAAP income to Adjusted Earnings and EPS, GAAP net income to Adjusted EBITDA, and analyses of fully diluted weighted-average share count, liquidity, and constant currency revenues [Reconciliation of GAAP Income to Adjusted Earnings & EPS](index=19&type=section&id=RECONCILIATION%20OF%20GAAP%20INCOME%20(LOSS)%20FROM%20OPERATIONS%20BEFORE%20INCOME%20TAXES%20TO%20ADJUSTED%20EARNINGS%20AND%20GAAP%20FULLY%20DILUTED%20EPS%20TO%20POST-TAX%20ADJUSTED%20EPS) This section details the reconciliation from GAAP income from operations to Adjusted Earnings and GAAP fully diluted EPS to Post-tax Adjusted EPS for Q2 2025 and Q2 2024, with key adjustments including equity-based compensation, amortization of intangibles, and impairment charges Reconciliation of GAAP Income to Adjusted Earnings (in thousands) | | Q2 2025 | Q2 2024 | | :--- | :--- | :--- | | GAAP income (loss) from operations before income taxes | $75,278 | $55,164 | | Total pre-tax adjustments | 98,316 | 70,614 | | Adjusted Earnings before noncontrolling interest in subsidiaries and taxes | $173,594 | $125,778 | | GAAP net income (loss) available to common stockholders | $57,545 | $37,828 | | Income tax adjustment to reflect adjusted earnings taxes | (2,120) | 6,282 | | Post-tax adjusted earnings | $153,741 | $114,724 | Reconciliation of GAAP EPS to Post-tax Adjusted EPS | Per Share Data | Q2 2025 | Q2 2024 | | :--- | :--- | :--- | | GAAP fully diluted earnings (loss) per share | $0.11 | $0.08 | | Total pre-tax adjustments | 0.20 | 0.14 | | Income tax adjustment to reflect adjusted earnings taxes | — | 0.01 | | Post-tax adjusted earnings per share | $0.31 | $0.23 | | Fully diluted weighted-average shares of common stock outstanding | 500,136 | 496,767 | - Equity-based compensation and allocations of net income to limited partnership units and FPUs were **$83.9 million** in Q2 2025, up from **$66.2 million** in Q2 2024[69](index=69&type=chunk) [Fully Diluted Weighted-Average Share Count](index=22&type=section&id=FULLY%20DILUTED%20WEIGHTED-AVERAGE%20SHARE%20COUNT%20UNDER%20GAAP%20AND%20FOR%20ADJUSTED%20EARNINGS) The fully diluted weighted-average share count for Adjusted Earnings was **500.1 million** in Q2 2025, compared to **484.6 million** under GAAP, with the difference primarily attributed to non-GAAP adjustments for RSUs and Restricted Stock Fully Diluted Weighted-Average Share Count (in thousands) | | Q2 2025 | Q2 2024 | | :--- | :--- | :--- | | Common stock outstanding | 480,138 | 475,272 | | Fully diluted weighted-average share count under GAAP | 484,636 | 480,861 | | Non-GAAP Adjustments: | | | | RSUs | 15,371 | 15,535 | | Restricted Stock | 129 | 371 | | Fully diluted weighted-average share count for Adjusted Earnings | 500,136 | 496,767 | [Liquidity Analysis](index=22&type=section&id=LIQUIDITY%20ANALYSIS) BGC Group's total liquidity increased to **$965.9 million** as of June 30, 2025, up from **$897.8 million** at December 31, 2024, driven by an increase in cash and cash equivalents Liquidity Analysis (in thousands) | | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Cash and cash equivalents | $826,470 | $711,584 | | Financial instruments owned, at fair value | 139,470 | 186,197 | | Total Liquidity | $965,940 | $897,781 | [Reconciliation of GAAP Net Income to Adjusted EBITDA](index=23&type=section&id=RECONCILIATION%20OF%20GAAP%20NET%20INCOME%20(LOSS)%20AVAILABLE%20TO%20COMMON%20STOCKHOLDERS%20TO%20ADJUSTED%20EBITDA) Adjusted EBITDA for Q2 2025 was **$213.3 million**, a **31.4% increase** from **$162.4 million** in Q2 2024, with this reconciliation detailing adjustments from GAAP net income, including taxes, interest expense, depreciation, amortization, and equity-based compensation Reconciliation of GAAP Net Income to Adjusted EBITDA (in thousands) | | Q2 2025 | Q2 2024 | | :--- | :--- | :--- | | GAAP net income (loss) available to common stockholders | $57,545 | $37,828 | | Add back: | | | | Provision for income taxes | 19,063 | 17,989 | | Interest expense | 33,801 | 21,551 | | Fixed asset depreciation and intangible asset amortization | 25,879 | 20,161 | | Equity-based compensation and allocations of net income to limited partnership units and FPUs | 83,926 | 66,207 | | Adjusted EBITDA | $213,336 | $162,408 | [Constant Currency Revenue Analysis](index=24&type=section&id=CONSOLIDATED%20REVENUES%20IN%20CONSTANT%20CURRENCY) Total revenues in constant currency grew by **40.2%** year-over-year, slightly lower than the reported **42.3%** change, indicating a positive foreign exchange impact, with ECS revenues showing a **120.6%** increase and Fenics revenues increasing by **15.8%** in constant currency Consolidated Revenues in Constant Currency (in millions) | | 2Q25 | 2Q24 | Change | Constant Currency Change | | :--- | :--- | :--- | :--- | :--- | | ECS ("Energy, Commodities, and Shipping") | $262 | $118 | 122.2 % | 120.6 % | | Rates | 201 | 166 | 20.8 % | 17.5 % | | Foreign Exchange | 108 | 89 | 21.9 % | 21.5 % | | Credit | 75 | 69 | 8.5 % | 5.3 % | | Equities | 74 | 51 | 43.8 % | 39.9 % | | Total Brokerage Revenues | $720 | $494 | 45.9 % | 43.4 % | | Data, Network, and Post-trade | 35 | 31 | 15.1 % | 14.8 % | | Interest and dividend income, Fees from related parties and Other revenues | 29 | 26 | 8.4 % | 8.1 % | | Total Revenues | $784 | $551 | 42.3 % | 40.2 % | Fenics Revenues in Constant Currency (in millions) | | 2Q25 | 2Q24 | Change | Constant Currency Change | | :--- | :--- | :--- | :--- | :--- | | Fenics Markets | $134 | $115 | 16.5 % | 13.1 % | | Fenics Growth Platforms | 29 | 22 | 29.6 % | 29.5 % | | Fenics Revenues | $163 | $137 | 18.6 % | 15.8 % | [Company Information](index=26&type=section&id=Company%20Information) This section provides an overview of BGC Group, Inc., detailing its role as a global marketplace, data, and financial technology services company, along with a discussion of forward-looking statements and associated risks [About BGC Group, Inc.](index=26&type=section&id=About%20BGC%20Group%2C%20Inc.) BGC Group, Inc. is a leading global marketplace, data, and financial technology services company, offering a broad range of products including fixed income, foreign exchange, energy, commodities, shipping, equities, and the FMX Futures Exchange, serving major financial institutions - BGC Group, Inc. is a leading global marketplace, data, and financial technology services company for a broad range of products, including fixed income, foreign exchange, energy, commodities, shipping, equities, and the FMX Futures Exchange[88](index=88&type=chunk) - BGC's clients are many of the world's largest banks, broker-dealers, investment banks, trading firms, hedge funds, governments, corporations, and investment firms[88](index=88&type=chunk) - BGC has partnered with global investment banks and market making firms to create FMX, which includes a U.S. interest rate futures exchange, spot foreign exchange platform, and a U.S. cash treasuries platform[89](index=89&type=chunk) [Discussion of Forward-Looking Statements](index=26&type=section&id=Discussion%20of%20Forward-Looking%20Statements%20about%20BGC) This document contains forward-looking statements that involve risks and uncertainties, which could cause actual results to differ materially from expectations, with BGC undertaking no obligation to update these statements and advising readers to consult its SEC filings for additional risks - Statements in this document that are not historical facts are 'forward-looking statements' subject to risks and uncertainties that could cause actual results to differ[90](index=90&type=chunk) - BGC undertakes no obligation to update any forward-looking statements[90](index=90&type=chunk) - Readers should refer to BGC's SEC filings (Form 10-K, 10-Q, 8-K) for a discussion of additional risks and uncertainties[90](index=90&type=chunk)

Core Viewpoint - The market anticipates BGC Group to report a year-over-year increase in earnings driven by higher revenues, with a focus on how actual results compare to estimates [1][2]. Earnings Expectations - BGC Group is expected to post quarterly earnings of $0.31 per share, reflecting a year-over-year increase of +34.8% [3]. - Revenues are projected to reach $767.8 million, which is a 39.4% increase from the same quarter last year [3]. Estimate Revisions - The consensus EPS estimate has remained unchanged over the last 30 days, indicating stability in analyst expectations [4]. - The Most Accurate Estimate for BGC Group aligns with the Zacks Consensus Estimate, resulting in an Earnings ESP of 0% [12]. Earnings Surprise Prediction - The Zacks Earnings ESP model suggests that a positive or negative reading indicates the likely deviation of actual earnings from the consensus estimate, with a positive ESP being a strong predictor of an earnings beat [9][10]. - BGC Group currently holds a Zacks Rank of 3, making it challenging to predict an earnings beat conclusively [12]. Historical Performance - In the last reported quarter, BGC Group met the expected earnings of $0.29 per share, resulting in no surprise [13]. - Over the past four quarters, the company has only beaten consensus EPS estimates once [14]. Industry Comparison - In the Zacks Financial - Investment Bank industry, Robinhood Markets is expected to report earnings of $0.31 per share, indicating a year-over-year change of +47.6% and projected revenues of $915.2 million, up 34.2% from the previous year [18][19]. - Robinhood Markets has seen a 9.6% upward revision in its EPS estimate over the last 30 days and has a positive Earnings ESP of +0.81%, suggesting a higher likelihood of beating the consensus estimate [19][20].

Industry Overview - Fintech is revolutionizing finance by enhancing accessibility, efficiency, and personalization of financial services, particularly for underserved populations [1] - The sector is democratizing access to banking and lending through low-cost, mobile-first solutions, bridging the financial inclusion gap [1] Payment Innovations - Fintech firms are driving significant changes in payments, including real-time transfers, digital wallets, and low-cost cross-border remittances [2] - Investment and wealth management have become more user-friendly with zero-commission platforms, robo-advisors, and fractional investing, empowering retail investors [2] AI and Credit Scoring - Fintechs are improving financial decision-making with AI-powered personal finance apps and alternative credit scoring systems that utilize behavioral and transactional data [3] - Fast digital loan approvals and automated underwriting are transforming borrowing and money management for individuals and businesses [3] Cybersecurity and Compliance - Fintechs are enhancing cybersecurity and compliance, with traditional banks increasingly adopting fintech strategies [4] - This shift presents investment opportunities in a high-growth sector that is redefining the global financial ecosystem [4] Visa Inc. Insights - Visa's market position is bolstered by consistent volume growth, strategic acquisitions, and innovations in digital payments [6] - The company is adapting to digital trends with services like Visa Token Service and exploring crypto partnerships [7] - Visa's AI-driven security tools are in high demand, helping block over $40 billion in attempted fraud annually [8] - The Zacks Consensus Estimate for Visa's fiscal 2025 sales and EPS indicates year-over-year growth of 10.3% and 12.9%, respectively [9] BGC Group Insights - BGC Group specializes in brokerage and financial technology, offering both voice/hybrid and fully electronic brokerage services [10] - The company's proprietary Fenics platform enhances trading efficiency and positions it at the forefront of digital transformation in capital markets [10] - BGC Group's revenue model includes transaction commissions and technology licensing, focusing on digital innovation and operational efficiency [12] - The Zacks Consensus Estimate for BGC's 2025 sales and EPS suggests year-over-year growth of 26.5% and 18.2%, respectively [13] Upstart Holdings Insights - Upstart utilizes AI to disrupt traditional lending by evaluating non-traditional data points for loan approvals [14] - The company earns revenue through referral fees, loan servicing fees, and securitization, with plans to expand into auto lending and small business loans [15][16] - The Zacks Consensus Estimate for Upstart's 2025 sales and EPS implies year-over-year growth of 59.5% and 890%, respectively [17]

Core Insights - Robinhood Markets (HOOD) targets retail investors with a mass-market trading platform, while BGC Group (BGC) serves institutional clients with brokerage and financial technology solutions [1] - Both companies are expected to benefit from increased trading activities due to stock market volatility, with HOOD shares rising 74.4% and BGC shares up 5.1% over the past six months [2] Company Overview: Robinhood - Robinhood has evolved from a digital asset brokerage to a diversified financial services entity aiming to build generational wealth [4] - The company has launched several initiatives, including Robinhood Legend, Robinhood Strategies, and a credit card, to attract clients and enhance market share [5] - Recent acquisitions, such as Bitstamp and WonderFi Technologies, are aimed at expanding its crypto offerings and presence in the Canadian market [6][10] - Robinhood's sales estimates for 2025 are projected at $3.61 billion, reflecting a year-over-year growth of 22.32% [11] Company Overview: BGC Group - BGC Group specializes in brokerage and financial technology, focusing on voice/hybrid and fully electronic brokerage services [13] - The company has shifted its focus towards capital markets and fintech operations, enhancing margins and reducing reliance on traditional models [14] - Recent acquisitions, including OTC Global Holdings and Sage Energy Partners, are expected to contribute over $450 million in annual revenues, solidifying BGC's position in the energy sector [15] - BGC's sales estimates for 2025 are projected at $2.83 billion, with a year-over-year growth of 25.26% [19] Financial Performance Comparison - HOOD is trading at a price-to-tangible book (P/TB) ratio of 8.74X, while BGC is at 12.53X, indicating that HOOD is relatively inexpensive [25] - BGC has a return on equity (ROE) of 46.98%, significantly higher than HOOD's 15.42%, reflecting BGC's efficient use of shareholder funds [28] Market Positioning - Robinhood is aggressively expanding its retail-focused ecosystem through innovation and acquisitions, positioning itself as a next-generation financial services platform [30] - BGC is reinforcing its dominance in institutional markets, particularly in energy and commodities, leveraging advanced trading technologies [30] - While BGC has a more stable institutional client base and higher ROE, HOOD shows stronger earnings momentum and a more attractive valuation [31]

Group 1 - The individual investor focuses on undercovered companies, particularly in technology, software, electronics, and energy transition sectors [1] - The investor has over 50 companies on their watchlist and has been investing personal capital for over 7 years globally [1] - The investor holds a Master's degree in Electrical Engineering and works as an automotive battery R&D engineer in Sweden [1] Group 2 - The investor aims to identify asymmetric investment opportunities to achieve market-beating returns through diligent research of small to mid-cap companies [1]

[PART I—FINANCIAL INFORMATION](index=17&type=section&id=PART%20I%E2%80%94FINANCIAL%20INFORMATION) [ITEM 1. FINANCIAL STATEMENTS](index=17&type=section&id=ITEM%201.%20FINANCIAL%20STATEMENTS) This section presents the unaudited condensed consolidated financial statements for BGC Group, Inc. as of March 31, 2025, and for the three months ended March 31, 2025 and 2024, including statements of financial condition, operations, comprehensive income, cash flows, and changes in equity, along with detailed notes [Condensed Consolidated Statements of Financial Condition](index=17&type=section&id=Condensed%20Consolidated%20Statements%20of%20Financial%20Condition) The company's total assets increased to $4.88 billion as of March 31, 2025, from $3.59 billion at December 31, 2024, primarily driven by a significant rise in receivables from broker-dealers, while total liabilities also increased to $3.74 billion from $2.51 billion, largely due to higher payables to broker-dealers and increased notes payable, and total equity grew to $1.14 billion from $1.08 billion over the same period Condensed Consolidated Statements of Financial Condition (in thousands) | Account | March 31, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Total assets** | **$4,884,476** | **$3,591,967** | | Cash and cash equivalents | $966,357 | $711,584 | | Receivables from broker-dealers, clearing organizations, etc. | $1,279,425 | $365,490 | | **Total liabilities** | **$3,741,525** | **$2,512,728** | | Payables to broker-dealers, clearing organizations, etc. | $1,113,821 | $225,377 | | Notes payable and other borrowings | $1,688,640 | $1,337,540 | | **Total equity** | **$1,142,951** | **$1,079,239** | [Condensed Consolidated Statements of Operations](index=18&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) For the three months ended March 31, 2025, total revenues increased to $664.2 million from $578.6 million in the prior-year period, driven by higher commission revenues, while consolidated net income rose to $53.4 million from $49.0 million, and fully diluted earnings per share remained flat at $0.10 year-over-year Condensed Consolidated Statements of Operations (in thousands, except per share data) | Metric | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :--- | :--- | :--- | | Total revenues | $664,240 | $578,614 | | Commissions | $494,711 | $415,172 | | Total expenses | $586,522 | $548,068 | | Income from operations before income taxes | $79,978 | $71,098 | | Consolidated net income | $53,429 | $49,041 | | Net income available to common stockholders | $55,164 | $49,210 | | Basic earnings per share | $0.11 | $0.10 | | Fully diluted earnings per share | $0.11 | $0.10 | [Condensed Consolidated Statements of Cash Flows](index=20&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) For the three months ended March 31, 2025, net cash provided by operating activities was $0.8 million, a significant decrease from $28.1 million in the prior-year period, net cash used in investing activities was $16.6 million, and net cash provided by financing activities was $266.1 million, primarily due to the issuance of long-term debt, compared to $94.6 million used in the same period last year, resulting in a net increase in cash and cash equivalents of $252.5 million Condensed Consolidated Statements of Cash Flows (in thousands) | Cash Flow Category | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :--- | :--- | :--- | | Net cash provided by (used in) operating activities | $839 | $28,092 | | Net cash provided by (used in) investing activities | $(16,594) | $(19,159) | | Net cash provided by (used in) financing activities | $266,055 | $(94,642) | | Net increase (decrease) in Cash and cash equivalents | $252,493 | $(87,788) | | Cash and cash equivalents at end of period | $985,766 | $585,108 | [Notes to Condensed Consolidated Financial Statements](index=24&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) The notes provide detailed explanations of the company's accounting policies and financial results, including the July 2023 Corporate Conversion to a **Full C-Corporation** structure and significant management changes in **February 18, 2025**, with Howard W. Lutnick stepping down as CEO and Chairman, and John A. Abularrage, JP Aubin, and Sean A. Windeatt appointed as **Co-Chief Executive Officers**, along with details on acquisitions, divestitures, related-party transactions with Cantor, debt structure, compensation plans, and segment performance - On July 1, 2023, BGC completed its Corporate Conversion from an 'Up-C' to a simplified **Full C-Corporation** structure, with BGC Group, Inc. becoming the new public holding company[50](index=50&type=chunk)[53](index=53&type=chunk) - Following his confirmation as U.S. Secretary of Commerce, Howard W. Lutnick stepped down as Chairman and CEO on **February 18, 2025**. John A. Abularrage, JP Aubin, and Sean A. Windeatt were appointed as **Co-Chief Executive Officers**[57](index=57&type=chunk) - Subsequent to the quarter end, on April 1, 2025, the company closed its acquisition of OTC Global for total consideration of **$325.0 million**. On April 2, 2025, BGC Group issued **$700.0 million of 6.150% Senior Notes**[287](index=287&type=chunk)[288](index=288&type=chunk) Share Repurchase Activity (Q1 2025) | Period | Total Shares Repurchased (thousands) | Weighted-Average Price Paid per Share | | :--- | :--- | :--- | | Jan 2025 | 3,171 | $9.36 | | Feb 2025 | — | — | | Mar 2025 | 13 | $9.35 | | **Total** | **3,184** | **$9.36** | - As of March 31, 2025, the company had **$326.9 million** remaining under its **$400.0 million** share repurchase authorization[98](index=98&type=chunk) [ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS](index=73&type=section&id=ITEM%202.%20MANAGEMENT%27S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) Management discusses the financial results for Q1 2025, highlighting a 14.8% year-over-year increase in total revenues to $664.2 million, driven by strong performance in brokerage services, with the company's technology-driven Fenics businesses seeing revenues grow 15.6%, covering the business environment, recent acquisitions like OTC Global, the FMX venture, results by product line, and liquidity, which stood at $1.15 billion at quarter-end, along with capital deployment priorities including share repurchases and dividends Q1 2025 vs Q1 2024 Financial Highlights | Metric | Q1 2025 | Q1 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Total Revenues | $664.2M | $578.6M | +14.8% | | Brokerage Revenues | $610.8M | $528.0M | +15.7% | | Income from operations before income taxes | $80.0M | $71.1M | +12.5% | | Fenics Revenues | $172.7M | $149.4M | +15.6% | Q1 2025 Brokerage Revenue Growth by Product (YoY) | Product | Revenue Change | Growth Rate | | :--- | :--- | :--- | | ECS | +$31.5M | +26.6% | | Rates | +$25.9M | +14.8% | | FX | +$26.0M | +31.0% | | Credit | -$0.7M | -0.7% | | Equities | +$0.1M | +0.1% | - The company's liquidity position increased by **$248.3 million** during the quarter to **$1.15 billion** as of March 31, 2025, primarily due to a **$350.0 million** draw on its Revolving Credit Agreement[421](index=421&type=chunk) - FMX, the company's U.S. Treasury and futures marketplace, received a **$171.7 million** investment from strategic partners for a **25.75%** stake, valuing the entity at **$666.7 million**[306](index=306&type=chunk) [ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK](index=96&type=section&id=ITEM%203.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) The company outlines its exposure to various market risks, including credit, principal transaction, market, operational, foreign currency, and interest rate risks, managing credit risk through approval and monitoring, mitigating market risk from unmatched principal transactions with strict limits and short holding periods, and quantifying foreign currency and interest rate risks, noting that a **10%** strengthening of the U.S. dollar would negatively impact net income by approximately **$4.8 million**, and a **1%** rise in interest rates would reduce net earnings by **$0.5 million** - The company's primary foreign currency exposure is the U.S. dollar versus the pound sterling and the euro. A hypothetical **10%** strengthening of the U.S. dollar against both currencies would result in a negative impact on net income of approximately **$4.8 million**[485](index=485&type=chunk) - A hypothetical **1%** increase in interest rates would have caused a decline in consolidated net earnings of approximately **$0.5 million** for the three months ended March 31, 2025[486](index=486&type=chunk) - Principal transaction risk arises from acting as a middleman in matched back-to-back trades. The company manages this by settling through recognized systems and generally avoids free-of-payment settlement[476](index=476&type=chunk) [ITEM 4. CONTROLS AND PROCEDURES](index=98&type=section&id=ITEM%204.%20CONTROLS%20AND%20PROCEDURES) Management, including the Co-Chief Executive Officers and Chief Financial Officer, evaluated the company's disclosure controls and procedures, concluding that these controls and procedures were **effective** as of March 31, 2025, with **no changes** made to the company's internal control over financial reporting during the quarter - The Co-Chief Executive Officers and the Chief Financial Officer concluded that BGC Group's disclosure controls and procedures were **effective** as of March 31, 2025[487](index=487&type=chunk) - There were **no changes** in internal controls over financial reporting during the quarter that materially affected, or are reasonably likely to materially affect, the company's internal control over financial reporting[488](index=488&type=chunk) [PART II—OTHER INFORMATION](index=99&type=section&id=PART%20II%E2%80%94OTHER%20INFORMATION) [ITEM 1. LEGAL PROCEEDINGS](index=99&type=section&id=ITEM%201.%20LEGAL%20PROCEEDINGS) This section references Note 19 of the financial statements and the MD&A for details on legal proceedings, including a putative class action lawsuit filed by a stockholder against Cantor Fitzgerald, L.P. and Howard W. Lutnick concerning the Corporate Conversion, which was **dismissed in its entirety** by the court in April 2025 - A stockholder class action lawsuit challenging the fairness of the Corporate Conversion was **dismissed in its entirety** by the Delaware Court of Chancery on April 10, 2025[442](index=442&type=chunk) [ITEM 1A. RISK FACTORS](index=99&type=section&id=ITEM%201A.%20RISK%20FACTORS) The company states that there have been **no material changes** to the risk factors previously disclosed in its Annual Report on Form 10-K for the year ended December 31, 2024 - There have been **no material changes** to the risk factors disclosed in the company's 2024 Annual Report on Form 10-K[492](index=492&type=chunk) [ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS](index=99&type=section&id=ITEM%202.%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECURITIES%20AND%20USE%20OF%20PROCEEDS) The company details its share repurchase activity for the quarter ended March 31, 2025, where under its authorized program, BGC repurchased a total of 3.184 million shares at a weighted-average price of $9.36 per share, with approximately **$326.9 million** remaining available under the **$400.0 million** repurchase authorization as of the end of the quarter Share Repurchases for Quarter Ended March 31, 2025 | Period | Total Shares Repurchased (thousands) | Weighted-Average Price Paid per Share | | :--- | :--- | :--- | | January 2025 | 3,171 | $9.36 | | February 2025 | — | — | | March 2025 | 13 | $9.35 | | **Total** | **3,184** | **$9.36** | - As of March 31, 2025, the company had approximately **$326.9 million** remaining under its **$400.0 million** share repurchase authorization, which was re-approved on October 30, 2024[494](index=494&type=chunk) [ITEM 3. DEFAULTS UPON SENIOR SECURITIES](index=99&type=section&id=ITEM%203.%20DEFAULTS%20UPON%20SENIOR%20SECURITIES) The company reported no defaults upon senior securities during the period - None[496](index=496&type=chunk) [ITEM 4. MINE SAFETY DISCLOSURES](index=99&type=section&id=ITEM%204.%20MINE%20SAFETY%20DISCLOSURES) This item is not applicable to the company - None[497](index=497&type=chunk) [ITEM 5. OTHER INFORMATION](index=100&type=section&id=ITEM%205.%20OTHER%20INFORMATION) The company reported that **No directors or executive officers** adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the quarter ended March 31, 2025 - **No directors or executive officers** adopted or terminated a Rule 10b5-1 trading arrangement during the quarter[498](index=498&type=chunk) [ITEM 6. EXHIBITS](index=101&type=section&id=ITEM%206.%20EXHIBITS) This section lists the exhibits filed with the Form 10-Q, including indentures related to new debt, employment agreements for the new Co-CEOs, and certifications required by the Sarbanes-Oxley Act

Financial Data and Key Metrics Changes - The company reported record quarterly revenues of over $664 million, a 15% increase compared to the previous year's first quarter [5] - Adjusted earnings per share improved by 16% to $0.29 per share [17] - Adjusted EBITDA decreased by 4.1% to $199.8 million, but would have increased by 16.3% excluding a prior period mark to market gain [18] Business Line Data and Key Metrics Changes - Rates revenue increased by 14.8% to a record $200.9 million, driven by higher volumes across major interest rate products [8] - ECS revenue grew by 26.6% to a record $149.9 million, supported by strong growth in environmental and energy transition products [9] - Foreign exchange revenues rose by 31% to a record $110 million, reflecting broad-based growth across all FX products [10] - Credit revenues decreased by 0.7% to $86.9 million due to lower emerging market and European credit volumes [10] - Equities revenues remained flat at $62.9 million, with higher European and US equity volumes offset by lower Asian equity derivative volumes [10] - Fenics revenues improved by 15.6% to $172.7 million, with Fenics Markets reporting revenues of $145.5 million, an increase of 14.2% [11] Market Data and Key Metrics Changes - Americas revenues increased by 23.3%, while Europe, Middle East, and Africa revenues rose by 12.2%, and Asia Pacific revenues increased by 2.4% [16] Company Strategy and Development Direction - The acquisition of OTC Global Holdings is expected to add over $400 million in annualized revenue, nearly doubling the size of the existing ECS business, positioning the company as the world's largest ECS broker [6] - The company anticipates that the acquisition will be immediately accretive and generate meaningful shareholder value [6] - The company is focused on integrating OTC into its global platform and expects to see growth in its businesses as market volatility increases [7] Management's Comments on Operating Environment and Future Outlook - Management noted that global market volatility has led to broad organic growth across businesses, benefiting secondary trading volumes [7] - The company expects total revenues for the second quarter of 2025 to be between $715 million and $765 million, representing approximately 34% revenue growth at the midpoint [21] Other Important Information - The company’s liquidity as of March 31 was $1.146 billion, compared to $897.8 million at the end of 2024 [20] - The company plans to increase share repurchases throughout the remainder of the year [20] Q&A Session Summary Question: What drove the delay in the FMX launch? - Management acknowledged that extreme volatility in April created an unsuitable environment for a successful launch but confirmed the launch is scheduled for May [25][26] Question: Updated expectations on the OTC Global Holdings acquisition? - Management indicated that they are pleased with the integration progress and expect revenue growth from cross-selling opportunities, with margins expected to improve over time [30][31][34] Question: Key milestones after treasury futures? - Management outlined a three-year plan focusing on connectivity in year one, increasing volumes in year two, and full competition with CME in year three [39] Question: Cash burn related to FMX futures? - Management clarified that the cash burn to BGC is zero, as the partners are funding future development [40] Question: Clarity on Howard shares divestment? - Management confirmed compliance with Senate Ethics Committee standards and indicated that public SEC filings will be required upon divestment [43] Question: Tax rate expectations going forward? - Management expects the tax rate to be between 10% and 12% for the full year 2025 [46]

Core Viewpoint - BGC Group reported quarterly earnings of $0.29 per share, matching the Zacks Consensus Estimate, and showing an increase from $0.25 per share a year ago [1] - The company achieved revenues of $664.24 million for the quarter, exceeding the Zacks Consensus Estimate by 4.59% and up from $578.61 million year-over-year [2] Financial Performance - BGC Group's earnings per share (EPS) for the last quarter was $0.29, consistent with expectations, and the company has surpassed consensus EPS estimates only once in the last four quarters [1] - The company has consistently exceeded revenue estimates, achieving this four times in the last four quarters [2] Market Performance - BGC Group shares have increased approximately 4.8% since the beginning of the year, contrasting with a decline of 4.7% in the S&P 500 [3] - The stock's future price movement will largely depend on management's commentary during the earnings call [3] Earnings Outlook - The current consensus EPS estimate for the upcoming quarter is $0.31, with projected revenues of $706.1 million, and for the current fiscal year, the EPS estimate is $1.22 on revenues of $2.72 billion [7] - The estimate revisions trend for BGC Group is favorable, leading to a Zacks Rank of 1 (Strong Buy), indicating expected outperformance in the near future [6] Industry Context - The Financial - Investment Bank industry, to which BGC Group belongs, is currently ranked in the bottom 24% of over 250 Zacks industries, which may impact stock performance [8]