Corporate Structure and Governance - BGC Group, Inc. completed its Corporate Conversion on July 1, 2023, transitioning to a Full C-Corporation structure to improve transparency and reduce operational complexity[46]. - The Corporate Conversion terminated the BGC Holdings Limited Partnership Agreement, allowing former stockholders to participate in the economics of BGC businesses through BGC Group[182]. - The organizational structure of BGC Group as of December 31, 2025, reflects the consolidation of various subsidiaries and interests[178]. - The company is operated through two partnerships: BGC U.S. OpCo for U.S. businesses and BGC Global OpCo for non-U.S. businesses[186]. - The Lutnick Family Voting Agreement prohibits the transfer of securities without the consent of a Majority of the Family Branches[175]. - The Lutnick Family Voting Agreement became effective on October 6, 2025, governing the voting and transfer of securities among family members[171]. - Mr. Howard Lutnick divested his interests in Cantor, CFGM, and the Company effective February 18, 2025, in compliance with U.S. government ethics rules[170]. - Following the divestiture, Mr. Brandon Lutnick beneficially owned 2.0 million shares of Class A common stock and 109.4 million shares of Class B common stock, representing 75.2% of the total voting power of the outstanding common stock[176]. Financial Performance and Revenue - As of December 31, 2025, BGC had 2,510 brokers, salespeople, managers, and other front-office personnel across its businesses[35]. - Fenics, BGC's technology-driven business, represented 21.7% and 22.4% of total revenues during Q4 and the year ended December 31, 2025, respectively[51]. - For the year ended December 31, 2025, the top ten customers accounted for approximately 23.6% of total revenue, with the largest customer contributing about 4.0%[67]. - In fiscal year 2025, the company earned approximately 22.6% of its revenues in the first quarter, with first quarter revenues representing about 25.6% of total revenues when excluding the acquisition of OTC Global[91]. - Average revenue per front-office employee increased by 16.4% to $1.2 million from $1.0 million for the year ended December 31, 2025[134]. - As of December 31, 2025, the company's total indebtedness was $1,775.7 million, which may adversely affect its ability to raise additional capital and maintain favorable credit ratings[214]. - The company’s public long-term credit ratings as of December 31, 2025, were BBB- from Fitch Ratings and S&P Global Ratings, with stable outlooks[224]. Acquisitions and Growth Strategy - BGC's acquisition of OTC Global in April 2025 established the company as the world's largest energy, commodities, and shipping broker by revenue as of December 31, 2025[59]. - The acquisition of Sage in October 2024 expanded BGC's energy brokerage services in the U.S. and supported global growth efforts across ECS[58]. - BGC has expanded its ECS business through strategic acquisitions, including Trident in February 2023, which specializes in environmental products[56]. - The company is exploring new business initiatives, mergers, and acquisitions to strengthen its market position and develop new products[202]. - Future growth will depend on the availability of suitable transactional candidates at favorable prices and terms, which may not always be accessible[205]. - Future acquisitions may require significant cash resources and could lead to an increase in the company's level of indebtedness[225]. - The company may face competition for acquisition targets, potentially leading to higher acquisition prices and limiting growth opportunities[203]. Regulatory Environment - The SEC adopted Regulation SE under the Exchange Act on November 2, 2023, which requires entities meeting the definition of a SBSEF to file an application to register with the SEC within 180 days of the effective date[100]. - The SEC adopted final rules on December 13, 2023, regarding central clearing of certain secondary market transactions, which may impact liquidity and costs for market participants[102]. - The company’s U.S. broker-dealer subsidiaries are subject to both scheduled and unscheduled examinations by the SEC and FINRA, which may affect operational compliance costs[94]. - The implementation of Basel III and upcoming Basel IV standards may restrict the ability of large bank and broker-dealer customers to operate proprietary trading businesses, necessitating additional capital[111]. - The company has subsidiaries regulated by the FCA in the U.K., which has increased compliance costs and financial penalties for non-compliance due to the SMCR[108]. - The MiFID II regulations have significantly impacted trading venues and transparency requirements in the EU, affecting the company's derivatives and fixed income execution business[113]. - The Digital Operational Resilience Act (DORA) will become effective on January 17, 2025, establishing a risk management framework for the EU financial sector[119]. - The FCA introduced the "Consumer Duty" in July 2023 to enhance the protection of retail consumers in financial markets[118]. - The company is in compliance with the EMIR Refit reporting enhancements, which require significant changes to trade and transaction reporting systems[115]. Technology and Innovation - BGC's Fenics Markets includes fully electronic brokerage products and services, contributing to the company's higher-margin revenue streams[55]. - The company provides a range of trade lifecycle services, including market data and analytics, with a focus on recurring and compounding revenue bases reported within the Fenics business[62]. - The company has electronic connections to major clearinghouses, including DTCC and CLS Group, and plans to expand these connections as more products become centrally cleared[75]. - The proprietary trading platforms support a wide range of products, including U.S. Treasuries and OTC interest rate derivatives, with services delivered over a global private network[73]. - The company’s technology and intellectual property rights are considered critical, with ongoing efforts to file additional patent applications to protect innovations[80]. - The company relies on trade secret, contract, patent, copyright, and trademark law to protect its intellectual property rights[228]. - Patent applications are regularly filed to protect inventions from research and development, with ongoing applications worldwide[228]. - Protecting intellectual property rights is costly and time-consuming, potentially affecting business operations[228]. - Unauthorized use of intellectual property could increase business costs and negatively impact operating results[229]. - The validity and enforceability of patents, copyrights, and trademarks cannot be guaranteed, and all patents eventually expire[229]. - Some foreign jurisdictions may not provide the same level of intellectual property protection as the U.S.[229]. - The company may use third-party software licensed under "open source" licenses, which could restrict product use or distribution[229]. - Significant impairment of intellectual property rights could harm the company's competitive position[229]. Employee and Workplace Initiatives - The company has invested significantly in human capital resources through acquisitions and hiring, focusing on attracting skilled brokers and technologists[132]. - Approximately 99.4% of the company's employee base was comprised of full-time employees as of December 31, 2025[131]. - The company aims to issue at least $75 million in shares of BGC Class A or B common stock in connection with certain acquisition transactions prior to July 1, 2030[169]. - The company has adopted a flexible hybrid work approach for non-revenue generating roles, enhancing employee retention and satisfaction[140]. - The company provides various employee assistance programs and mental health consultation avenues to support employee wellness[140]. - The company emphasizes equity-based compensation to align interests with shareholders and motivate employees, fostering a collaborative culture[141]. Market Risks and Challenges - The company faces risks from global economic conditions, including fluctuating interest rates and geopolitical uncertainties, which may impact trading volumes and profitability[193]. - Lower transaction volumes in financial markets generally lead to reduced revenues and adversely affect profitability[196]. - Changes in monetary policy and interest rates may significantly impact the company's business and financial condition[197]. - The company may encounter significant management challenges in integrating new acquisitions and managing growth effectively[207]. - Regulatory and operational risks associated with launching new initiatives could impact timelines and require significant capital[202]. - The company may face challenges in meeting its clearing margin requirements, which could impact its ability to respond to growth opportunities[220]. - A future rise in interest rates could increase the company's cost of funds, adversely affecting net income[217]. - The company may not have sufficient funds to repurchase its senior notes upon a change of control triggering event, which could result in an event of default[226]. - The company has experienced significant price fluctuations in cryptocurrency markets, which could lead to material adverse effects on its business and financial condition[212]. - The company has limited offerings linked to cryptocurrencies, which may expose it to regulatory and financial risks[210]. - The company's Revolving Credit Agreement contains covenants that could impose operational and financial restrictions, potentially limiting its flexibility[221]. - The company is considering further cost reduction programs, which may entail up-front expenses and could negatively impact results of operations[209].

Financial Performance - BGC reported record revenues of $756.4 million for Q4 2025, a 32.2% increase year-over-year, and $2.94 billion for FY 2025, up 30.0% from FY 2024[3]. - Adjusted Earnings before noncontrolling interest increased by 24.5% to $161.3 million in Q4 2025, with a pre-tax margin of 21.3%[9]. - The company achieved a GAAP net income of $13.9 million in Q4 2025, a decrease of 42.6% compared to Q4 2024, while post-tax Adjusted Earnings rose by 21.1% to $149.6 million[3]. - Total brokerage revenues increased by 34.6% in Q4 2025, with ECS revenues rising by 92.0% to $257.5 million, largely due to the acquisition of OTC[10][14]. - Total revenues for Q4 2025 were $756.4 million, a 32.2% increase compared to $572.3 million in the fourth quarter of 2024[32]. - The company's net income available to common stockholders for the fourth quarter of 2025 was $14.4 million, down 42.9% from $25.2 million in the same quarter of 2024[32]. - Adjusted Earnings before noncontrolling interest in subsidiaries and taxes for Q4 2025 were $161.317 million, compared to $129.527 million in Q4 2024, reflecting a year-over-year increase of 24.5%[69]. - Adjusted EBITDA for FY 2025 was $771,362 million, up from $714,273 million in FY 2024[86]. Market Position and Growth - BGC's U.S. Treasury business ended 2025 with a market share of 40%, and FMX Futures Exchange saw average daily volume and open interest increase by 82% and 97%, respectively, from the previous quarter[3][20]. - The company completed its second-largest acquisition, significantly expanding its market share and becoming the world's largest energy broker[2]. - Fenics revenues grew by 15.4% to $163.9 million in Q4 2025, driven by higher electronic volumes across Rates products and increased market data revenues[12]. - BGC's goodwill increased to $648.6 million as of December 31, 2025, up from $540.3 million in 2024, reflecting a growth of 20.1%[30]. - The company has expanded its offerings to include the FMX Futures Exchange, enhancing its position in the financial technology services market[96]. Cost and Expenses - Compensation and employee benefits under GAAP rose by 71.8% to $497.6 million in Q4 2025, influenced by the acquisition of OTC and higher commissionable revenues[16][18]. - Compensation and employee benefits expenses for Q4 2025 were $593.5 million, a 44.4% increase from $410.8 million in Q4 2024[32]. - The company incurred total compensation adjustments of $195.381 million in Q4 2025, significantly higher than $126.634 million in Q4 2024[69]. - Interest expense for FY 2025 was $125,318 million, significantly higher than $91,075 million in FY 2024[86]. Tax and Financial Guidance - The GAAP provision for income taxes increased by 265.7% to $14.2 million in Q4 2025, reflecting the company's growth and profitability[23]. - BGC's GAAP provision for income taxes was $14.2 million for Q4 2025, compared to $3.9 million for Q4 2024, indicating a substantial increase in tax obligations[76]. - The company reported a pre-tax Adjusted Earnings guidance of $202 million to $222 million for Q1 2026, compared to $160.2 million in Q1 2025[25]. - For Q1 2026, BGC expects revenues to be between $860 million and $920 million, compared to actual revenues of $664.2 million in Q1 2025[25]. Assets and Liabilities - Total assets increased to $4.41 billion as of December 31, 2025, up from $3.59 billion a year earlier, representing a growth of 22.8%[30]. - Total liabilities rose to $3.26 billion as of December 31, 2025, compared to $2.51 billion in 2024, marking a 29.9% increase[30]. Shareholder Information - The company declared a quarterly cash dividend of $0.02 per share, payable on March 18, 2026[26]. - The company declared dividends of $0.02 per share for both Q4 2025 and Q4 2024, with total dividends declared for FY 2025 at $0.08, up from $0.07 in FY 2024[69]. - A significant percentage of BGC's fully diluted shares are owned by executives and employees, aligning their interests with those of common stockholders[41]. Non-GAAP Measures and Adjustments - Adjusted Earnings calculations primarily exclude non-cash items and other expenses that do not involve cash outlay, aiming to reflect the underlying operating performance of BGC[39]. - The Company’s Adjusted Earnings and Adjusted EBITDA exclude all GAAP charges related to equity-based compensation, which includes amortization of RSUs and other equity-based awards[40]. - Adjusted Earnings calculations may exclude various GAAP items viewed as not reflective of the Company's performance, including severance charges and loan forgiveness[43]. - Non-cash GAAP charges related to acquisitions, litigation resolutions, and impairment charges are excluded from Adjusted Earnings calculations[45]. - BGC calculates its non-GAAP tax provision by adjusting pre-tax Adjusted Earnings for deductible amounts under applicable law, including equity-based compensation charges[48]. - The effective tax rate on pre-tax Adjusted Earnings is viewed as the non-GAAP tax provision divided by pre-tax Adjusted Earnings[49]. - BGC's Adjusted EBITDA is defined as GAAP net income available to common stockholders, adjusted to eliminate effects of financing and income taxes[58]. Risks and Uncertainties - BGC Group, Inc. continues to face risks and uncertainties that may impact future performance, as outlined in their SEC filings[98].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _________________________________________________ FORM 10-Q _________________________________________________ ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-35591 _________________________________________________ BGC Group, I ...

EXHIBIT 99.1 NEW YORK – November 6, 2025 – BGC Group, Inc. (Nasdaq: BGC) today reported its financial results for the quarter ended September 30, 2025. 1 John Abularrage, Co-Chief Executive Officer: "We delivered another outstanding quarter, with record third quarter revenues of $737 million, up 31 percent from $561 million a year ago. Revenues of $628 million, excluding OTC, was also a record, driven by growth across every asset class and geography. Our ability to deliver strong growth in a mixed macro env ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _________________________________________________ FORM 10-Q _________________________________________________ ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-35591 _________________________________________________ BGC Group, Inc. ( ...

EXHIBIT 99.1 NEW YORK – July 31, 2025 – BGC Group, Inc. (Nasdaq: BGC) today reported its financial results for the quarter ended June 30, 2025. 1 Sean Windeatt, Co-Chief Executive Officer: "We delivered historic results, generating record revenues of $784 million, a 42 percent increase versus last year. Excluding OTC, revenues grew by 21 percent, surpassing last quarter's record revenues. We continue to gain market share in the ECS and financial markets with strong growth across all asset classes and geogra ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _________________________________________________ FORM 10-Q _________________________________________________ ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-35591 _________________________________________________ Indicate by chec ...

EXHIBIT 99.1 NEW YORK – May 7, 2025 – BGC Group, Inc. (Nasdaq: BGC) today reported its financial results for the quarter ended March 31, 2025. Sean Windeatt, Co-Chief Executive Officer: "We delivered record quarterly revenues of more than $664 million, a 15 percent increase versus last year's record first quarter. Our strong results were driven by robust, organic growth across both our Voice / Hybrid and Fenics businesses, which each achieved new all-time highs. FMX had its best ever quarter, with record vo ...