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BGC GROUP , INC. NASDAQ: BGC EARNINGS P RESENTATION Q 4 2025
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2 2 2 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 statements and are subject to the risk that the actual impact may differ, possibly materially, from what is currently expected. Except as required by law, BGC undertakes no obligation to update any forward-looking statements. For a discussion of additional risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see BGC’s Securities and Exchange Commission filings, including, but not limited to, the risk factors and Special Note on Forward-Looking Information set forth in these filings and any updates to such risk factors and Special Note on Forward-Looking Information contained in subsequent reports on Form 10-K, Form 10-Q or Form 8-K. NOTE REGARDING FINANCIAL TABLES AND METRICS Excel versions of certain tables in this document are available for download online. The Excel tables may include other useful information that may not be contained herein, including certain of BGC’s financial results and metrics from the current period to as far back as the first quarter of 2023. These excel tables are accessible at https://ir.bgcg.com/events-presentations/. OTHER ITEMS OF NOTE Unless otherwise stated, all results provided in this document compare the fourth quarter of 2025 with the year-earlier period. Certain reclassifications/recasts may have been made to previously reported amounts to conform to the current presentation and to show results on a consistent basis across periods. NON-GAAP FINANCIAL MEASURES This presentation should be read in conjunction with BGC’s most recent financial results press releases and filings or reports on Form 10-K, Form 10-Q or Form 8-K. Throughout this presentation, BGC refers to certain non-GAAP financial measures, including Adjusted Earnings, Adjusted EBITDA, Liquidity, and Constant Currency. All non-GAAP results discussed herein are comparable to and reconciled with the most directly comparable GAAP figures. For an updated complete description of Adjusted Earnings, Adjusted EBITDA, Liquidity, and Constant Currency and how, when, and why management uses these and other non-GAAP measures, as well as reconciliations of these measures to the comparable GAAP measures, and more information regarding GAAP and non-GAAP results, see the “Non-GAAP Definitions and Reconciliation Tables” section of this presentation. Below under “Highlights of Consolidated Results” is a summary of certain GAAP and non-GAAP results for BGC. Results on a GAAP and non-GAAP basis are included towards the end of this presentation, with appropriate reconciliations provided in the “Non-GAAP Definitions and Reconciliation Tables” section noted above and in our most recent financial results press release and/or are available at http://ir.bgcg.com. Note: Certain totals may not add due to rounding.
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3 3 Q4 2025 & FY 2025 PERFORMANCE Highlights of Consolidated Results (USD millions) Q4 2025 Q4 2024 Change FY 2025 FY 2024 Change Revenues $756.4 $572.3 32.2% $2,941.5 $2,262.8 30.0% Revenues (excluding OTC) 641.9 572.3 12.2% 2,599.8 2,262.8 14.9% GAAP income from operations before income taxes 25.0 27.2 (8.0%) 213.7 173.1 23.5% GAAP net income for fully diluted shares 13.9 24.2 (42.6%) 148.7 121.3 22.6% Adjusted Earnings before noncontrolling interest in subsidiaries and taxes 161.3 129.5 24.5% 650.3 517.4 25.7% Post-tax Adjusted Earnings 149.6 123.5 21.1% 587.5 488.0 20.4% Adjusted EBITDA 190.6 192.0 (0.8%) 771.4 714.3 8.0% Per Share Results Q4 2025 Q4 2024 Change FY 2025 FY 2024 Change GAAP fully diluted earnings per share $0.03 $0.05 (40.0%) $0.31 $0.25 24.0% Post-tax Adjusted Earnings per share $0.31 $0.25 24.0% $1.18 $0.99 19.2% Q4 2025 BUSINESS HIGHLIGHTS $2,941mm Record Full Year Revenue1 +30.0% yr/yr $650mm Record Full Year Pre-Tax Adjusted Earnings1 +25.7% yr/yr FY 2025 BUSINESS HIGHLIGHTS 1. BGC standalone financial results, excluding Newmark prior to the spin -off in November 2018. $756mm Record Q4 Revenue1 +32.2% yr/yr $161mm Record Q4 Pre-Tax Adjusted Earnings1 +24.5% yr/yr
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4 4 4 Access to the deepest pools of liquidity, providing tighter pricing & speed of execution via access to BGC’s global network of the world’s largest trading partners Uniquely positioned in the wholesale markets due to our leading electronic offerings (Fenics) BGC’s anonymous trading protocols are critical for large and/or sensitive transactions A product offering that is more comprehensive than exchanges and electronic trading platforms Manages operational and regulatory risks utilizing BGC’s robust compliance and reporting services BGC GROUP OVERVIEW BGC is a leading marketplace for OTC products that don’t trade on an exchange and provides critical liquidity for listed products that trade on exchange, as well as operating a fully regulated U.S. interest rate futures exchange. CORE ADVANTAGES LIQUIDITY PRODUCT & GEOGRAPHIC DIVERSITYELECTRONIC TRADING ANONYMITY REGULATORY COMPLIANCE BGC REVENUE DRIVERSREVENUE DRIVERSBUSINESS MODEL Intermediary trade execution Higher trading volumes = Higher revenues Balance sheet lightData, Network, and Post-trade services Market Volatility Higher secondary market trading activity ElectronificationIncreased Issuance
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5 5 REVENUE BY ASSET CLASS Revenue By Asset Class (USD millions) Q4 2025 Q4 2024 Change FY 2025 FY 2024 Change ECS (“Energy, Commodities, and Shipping”) $257.5 $134.1 92.0% $910.7 $483.2 88.4% Rates 197.4 169.6 16.4% 794.2 685.0 15.9% Foreign Exchange 102.8 93.6 9.8% 428.0 358.7 19.3% Credit 64.3 62.4 3.0% 295.6 287.4 2.9% Equities 72.7 56.3 29.0% 269.9 223.9 20.6% Total Brokerage Revenues $694.6 $516.1 34.6% $2,698.4 $2,038.2 32.4% Data, Network & Post-trade 36.7 32.6 12.5% 139.0 127.0 9.5% Data, Network & Post-trade (excluding Capitalab) 36.7 32.1 14.2% 139.0 122.2 13.9% Other1 25.1 23.7 6.0% 104.1 97.6 6.6% Total Revenues $756.4 $572.3 32.2% $2,941.5 $2,262.8 30.0% 26% Rates 34% ECS 10% Equities 8% Credit 8% Data, Network & Post- trade and Other1 14% Foreign Exchange $756 Q4 2025 27% Rates 31% ECS 9% Equities 10% Credit 8% Data, Network & Post- trade and Other1 15% Foreign Exchange $2,941 FY 2025 1. Other includes interest and dividend income, fees from related parties, and other revenues. (USD millions)
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6 6 Revenue By Geography (USD millions) Q4 2025 Q4 2024 100 Change FY 2025 FY 2024 Change EMEA $392.5 $281.9 39.2% $1,539.9 $1,146.6 34.3% Americas 272.9 217.2 25.7% 1,060.6 820.6 29.2% Asia Pacific 91.0 73.3 24.2% 341.0 295.6 15.4% Total Revenue $756.4 $572.3 32.2% $2,941.5 $2,262.8 30.0% Revenue By Currency (USD millions equivalent)1 Q4 2025 % of Total FY 2025 % of Total USD $518.3 69% $1,874.0 64% EUR 129.0 17% 536.1 18% GBP 43.2 6% 260.4 9% Other 65.9 9% 271.0 9% Total Revenue $756.4 100% $2,941.5 100% REVENUE BY GEOGRAPHY 52% EMEA 36% AMERICAS 12% APAC 52% EMEA 36% AMERICAS 12% APAC 1. GBP to USD average exchange rate of 1.33 for Q 4 2025, and EUR to USD average exchange rate of 1.16 for Q4 2025. Full Year is calculated by summing quarters at average exchan ge rates for the respective quarter. (USD millions) $756 Q4 2025 $2,941 FY 2025
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7 7 7 FY 2025 Revenue Geopolitical Uncertainty Financial Product Revenue Drivers ECS Revenue Drivers GEOGRAPHIC DIVERSIFICATION BGC’S PLATFORM IS BUILT TO PERFORM IN ALL MARKET CONDITIONS 27% RATES 31% ECS 9% EQUITIES 10% CREDIT 8% DATA, NETWORK & POST-TRADE AND OTHER2 15% FOREIGN EXCHANGE $2.9bn 64% 36% BGC Exchange / Trading Platform Peer Average International Revenues as a % of Total Revenues ASSET CLASS DIVERSIFICATION BUSINESS DRIVER DIVERSIFICATION CLIENT DIVERSIFICATION BGC is significantly more global than its exchange / trading platform peers1 1. Exchange / Trading Platform Peers include Tradeweb, MarketAxess and ICE, using most recently available data. 2. Other includes interest and dividend income, fees from related parties, and other revenues. BGC provides execution services across all major Financial and ECS products BGC client base has become increasingly more diverse Q4 2020 Q4 2025 ~35% ~50% % Non-Bank Clients Brokerage and Data, Network and Post-trade revenues by Client By growing our ECS business, BGC’s revenue drivers increase and become more diverse GDP Growth Electronification Energy Demand Issuance Secondary Market Trading Activity Government Policy Market Volatility
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8 8 $1.2 million Record Full Year Front Office Productivity FRONT OFFICE PRODUCTIVITY FRONT OFFICE HEADCOUNT AND PRODUCTIVITY 2,297 2,111 1,985 2,104 2,161 2,510 $750 $811 $861 $957 $1,018 $1,184 FY 2020 FY 2021 FY 2022 FY 2023 FY 2024 FY 2025 Period–end Front Office Headcount FY Front Office Productivity (in USD 000s)1 1. The figures in the above table include brokerage revenues (excluding Insurance) & revenues from data, network and post -trade. The average revenues for all producers (“productivity”) are approximate & based on relevant revenues divided by average number of producers for the period. Increased use of technology and automation expected to continue to drive productivity higher ~330 headcount increase related to OTC
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9 9 9 CONSISTENT EARNINGS GROWTH POST-TAX ADJUSTED EARNINGS & ADJUSTED EPS PRE-TAX ADJUSTED EARNINGS Post-tax Adjusted Earnings (USD millions) Adjusted EPS $377mm $373mm $443mm $517mm $650mm FY 2021 FY 2022 FY 2023 FY 2024 FY 2025 $350mm $344mm $411mm $488mm $587mm $0.65 $0.69 $0.82 $0.99 $1.18 FY 2021 FY 2022 FY 2023 FY 2024 FY 2025 Pre-tax Adjusted Earnings
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10 10 +21% Revenue Growth excl. OTC (FY 2025 yr/yr) +10% Revenue Growth excl. OTC (Q4 2025 yr/yr) $911mm Record FY Revenue (FY 2025 Revenue) +88% Revenue Growth (FY 2025 yr/yr) $257mm Record Q4 Revenue (Q4 2025 Revenue) +92% Revenue Growth (Q4 2025 yr/yr) ECS (“ENERGY , COMMODITIES, & SHIPPING”) OVERVIEW BUSINESS HIGHLIGHTS REVENUE BREAKDOWN Q4 2025 Environmental & Energy Transition Shipping & Freight Oil & Refined Products Commodities, Metals & Other Q4 2025 EMEA AMERICAS APAC REVENUE GROWTH (USD millions) $292 $386 $483 $911 FY 2022 FY 2023 FY 2024 FY 2025
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11 11 Q4 2025 OVERVIEW $164mm Q4 2025 Revenue FY 2025 OVERVIEW $142mm $164mm $119mm $137mm $23mm $27mm Q4 2024 Q4 2025 Fenics Markets Fenics Growth Platforms 1. BGC sold Capitalab, one of its Post -trade businesses, in the fourth quarter of 2024. 2. Other includes Other revenues. FENICS REVENUE BY ASSET CLASS +15% Growth yr/yr (USD millions)(USD millions) $223mm $278mm $401mm $522mm $660mm FY 2017 FY 2019 FY 2021 FY 2023 FY 2025 Fenics Revenue $660mm FY 2025 Revenue +16% Growth yr/yr FY 2025 41% Rates 1% Equities 18% Credit21% Data, Network & Post-trade and Other2 18% Foreign Exchange $660
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12 12 12 $61bn Record FY Volume (FY 2025 ADV) +25% ADV Growth (FY 2025 yr/yr) $38bn $49bn $61bn FY 2023 FY 2024 FY 2025 $15bn Record FY Volume (FY 2025 ADV) +66% ADV Growth (FY 2025 yr/yr) $6bn $9bn $15bn FY 2023 FY 2024 FY 2025 Average Daily Volume (“ADV”) Average Daily Volume +97% OI Growth (Q4 2025 q/q) Period-End Open Interest (“OI”) ADV +82% ADV Growth (Q4 2025 q/q) 8.1k 21.6k 75.1k 147.8k 3.2k 11.7k 21.3k Q1 2025 Q2 2025 Q3 2025 Q4 2025
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13 13 13 1. Source: Internal estimates and analysis based on publicly available market data; Best Bid Offer Spread in Ticks; All Expiry’s ; All Trading Hours; Prices equal to or inside of CME prices 10k 20k 30k 40k 50k 100k 150k 200k Sep-24 Oct-24 Nov-24 Dec-24 Jan-25 Feb-25 Mar-25 Apr-25 May-25 Jun-25 Jul-25 Aug-25 Sep-25 Oct-25 Nov-25 Dec-25 Jan-26 ADV Open Interest FMX Volume and Open Interest Open Interest Rolling-Monthly ADV FMX Launches SOFR Futures with 5 FCMs onboarded ▪ FMX onboards 4 additional FCMs, totaling 9 FCMs ▪ Tariff Announcement / Extreme Volatility FMX launches U.S. Treasury Futures FMX surpasses 1 million total SOFR contracts traded FMX adds Block Trading functionality FMX surpasses 2 million total SOFR contracts traded Q4 20251 49% Time FMX’s prices are better than or equal to CME’s CME Outage FMX surpasses 1% market share in SOFR Futures
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14 14 12% (24%) 3%2 FMX UST CME BrokerTec Primary Dealer 39% Q4 2025 FMX UST Market Share1 +130bps q/q +800bps yr/yr $59bn Record Q4 Volume (Q4 2025 ADV) FMX UST VOLUME & MARKET SHARE UST MARKET VOLUME $41bn $45bn $47bn $53bn $52bn $60bn $68bn $59bn $59bn26% 28% 30% 29% 30% 33% 35% 37% 39% 4Q23 1Q24 2Q24 3Q24 4Q24 1Q25 2Q25 3Q25 4Q25 BUSINESS HIGHLIGHTS 1. Central limit order book (“CLOB”) market share. Source: Coalition Greenwich. 2. Source: Bloomberg BI – Primary Dealer Trading Volumes in US Government Securities +12% FMX UST ADV Growth (Q4 2025 yr/yr) Average Daily Volume (“ADV”) CLOB Market Share1 Q4 2025 (ADV yr/yr change)
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15 15 $18mm $24mm $30mm $37mm Q4 2019 Q4 2021 Q4 2023 Q4 2025 DATA, NETWORK & POST-TRADE BUSINESS HIGHLIGHTS SALE OF KACEKEY BUSINESSES $37mm Record Q4 Revenue (Q4 2025 Revenue) +13% Growth yr/yr Data, Network & Post-Trade Revenue Infrastructure software that connects financial market participants and trading venues, utilizing BGC’s global network Provider and generator of data across global financial and commodity markets, supported by BGC’s deep wholesale liquidity pools Advanced multilateral NDF matching solution, enabling clients to mitigate risk in the global foreign exchange market A provider of real-time pricing and advanced analytics for complex FX derivatives TRANSACTION DETAILS Sold to smartTrade T echnologies on December 31, 20251 kACE valued up to $119mm, subject to limited post-closing adjustments, representing a sale multiple of ~6x revenue $80mm initial payment and up to $39mm in contingent cash consideration based on defined performance metrics, some of which is expected to be received in 2026 1. See press release titled “BGC Group Completes Sale of kACE Financial” dated January 6, 2026, for further information. $73mm $90mm $111mm $139mm FY 2019 FY 2021 FY 2023 FY 2025 Quarterly Annual
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16 16 16 OUTLOOK Q1 2026 OUTLOOK BGC expects to update its quarterly outlook towards the end of March 2026. Guidance Actual Yr/Yr % Change Metric (USD million) Q1 2026 Q1 2025 Low Mid High Revenues $860 - $920 $664.2 29% 34% 39% (Revenues excl. OTC Acquisition) $740 - $790 $664.2 11% 15% 19% Pre-tax Adjusted Earnings $202 - $222 $160.2 26% 32% 39%
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GAAP FINANCIAL RESULTS
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18 18 18 BALANCE SHEET BGC GROUP, INC. CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (IN THOUSANDS, EXCEPT PER SHARE DATA) (UNAUDITED) (UNDER GAAP) Dec 31, 2025 Dec 31, 2024 Assets Cash and cash equivalents 851,502$ 711,584$ Cash segregated under regulatory requirements 22,171 21,689 Financial instruments owned, at fair value 127,614 186,197 Receivables from broker-dealers, clearing organizations, customers and related broker-dealers 468,035 365,490 Accrued commissions and other receivables, net 482,013 324,213 Loans, forgivable loans and other receivables from employees and partners, net 436,082 360,060 Fixed assets, net 182,080 190,012 Investments 37,765 39,267 Goodwill 648,616 540,290 Other intangible assets, net 427,950 240,910 Receivables from related parties 5,006 7,323 Other assets 719,439 604,932 Total assets 4,408,273$ 3,591,967$ Dec 31, 2025 Dec 31, 2024 Liabilities and Equity Short-term borrowings from related parties 20,000$ -$ Accrued compensation 364,016 227,869 Payables to broker-dealers, clearing organizations, customers and related broker-dealers 306,364 225,377 Payables to related parties 28,599 28,960 Accounts payable, accrued and other liabilities 768,247 692,982 Notes payable and other borrowings, net 1,775,705 1,337,540 Total liabilities 3,262,931 2,512,728 Equity Stockholders' equity: Class A common stock, par value $0.01 per share; 1,500,000,000 shares authorized; 444,920,841 and 424,361,066 shares issued at December 31, 2025 and December 31, 2024, respectively; and 363,175,091 and 374,296,914 shares outstanding at December 31, 2025 and December 31, 2024, respectively 4,469 4,244 Class B common stock, par value $0.01 per share; 300,000,000 shares authorized; 109,452,953 and 109,452,953 shares issued and outstanding at December 31, 2025 and December 31, 2024, respectively, convertible into Class A common stock 1,095 1,095 Additional paid-in capital 2,532,477 2,311,104 Treasury stock, at cost: 81,745,750 and 50,064,152 shares of Class A common stock at December 31, 2025 and December 31, 2024, respectively (614,526) (331,728) Retained deficit (910,391) (1,026,359) Accumulated other comprehensive income (loss) (40,641) (59,849) Total stockholders' equity 972,483 898,507 Noncontrolling interest in subsidiaries 172,859 180,732 Total equity 1,145,342 1,079,239 Total liabilities and equity 4,408,273$ 3,591,967$
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19 19 19 BGC GROUP, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (IN THOUSANDS, EXCEPT PER SHARE DATA) (UNAUDITED) (UNDER GAAP) INCOME STATEMENT 2025 2024 2025 2024 Revenues: Commissions 590,187$ 431,469$ 2,257,553$ 1,648,817$ Principal transactions 104,398 84,590 440,830 389,429 Total brokerage revenues 694,585$ 516,059$ 2,698,383$ 2,038,246$ Fees from related parties 4,597 6,558 18,713 20,728 Data, network and post-trade 36,669 32,587 138,980 126,963 Interest and dividend income 12,889 12,370 53,825 56,223 Other revenues 7,627 4,758 31,559 20,658 Total revenues 756,367$ 572,332$ 2,941,460$ 2,262,818$ Expenses: Compensation and employee benefits 497,638$ 289,608$ 1,656,011$ 1,123,747$ Equity-based compensation and allocations of net income to limited partnership units and FPUs 95,892 121,165 329,588 369,143 Total compensation and employee benefits 593,530$ 410,773$ 1,985,599$ 1,492,890$ Occupancy and equipment 47,549 42,278 184,210 169,238 Fees to related parties 10,191 9,054 38,296 32,529 Professional and consulting fees 17,269 17,701 67,037 64,949 Communications 35,517 30,028 136,433 120,624 Selling and promotion 30,525 18,605 105,237 70,466 Commissions and floor brokerage 18,737 18,453 70,259 70,798 Interest expense 33,040 24,263 125,318 91,075 Other expenses 26,997 14,847 104,782 69,694 Total non-compensation expenses 219,825$ 175,229$ 831,572$ 689,373$ Total expenses 813,355$ 586,002$ 2,817,171$ 2,182,263$ Three Months Ended Dec 31, Full Year Ended Dec 31, 2025 2024 2025 2024 Other income (losses), net: Gains (losses) on divestitures and sale of investments 66,718$ 38,769$ 66,718$ 38,769$ Gains (losses) on equity method investments 1,301 1,536 8,328 8,430 Other income (loss) 13,964 537 14,412 45,389 Total other income (losses), net 81,983$ 40,842$ 89,458$ 92,588$ Income (loss) from operations before income taxes 24,995 27,172 213,747 173,143 Provision (benefit) for income taxes 14,162 3,873 67,208 49,915 Consolidated net income (loss) 10,833$ 23,299$ 146,539$ 123,228$ Less: Net income (loss) attributable to noncontrolling (3,538) (1,904) (8,423) (3,760) Net income (loss) available to common stockholders 14,371$ 25,203$ 154,962$ 126,988$ Per share data: Basic earnings (loss) per share Net income (loss) attributable to common stockholders 13,886$ 24,166$ 148,628$ 121,215$ Basic earnings (loss) per share 0.03$ 0.05$ 0.31$ 0.26$ Basic weighted-average shares of common stock 471,612 474,326 476,364 473,390 Fully diluted earnings (loss) per share Net income (loss) for fully diluted shares 13,887$ 24,173$ 148,675$ 121,268$ Fully diluted earnings (loss) per share 0.03$ 0.05$ 0.31$ 0.25$ Fully diluted weighted-average shares of common stock 475,277 479,088 480,950 479,142 Three Months Ended Dec 31, Full Year Ended Dec 31,
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APPENDIX
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21 21 21 15% $428mm Products 8% $243mm Products DIVERSE GLOBAL PRODUCT OFFERING Revenue FY 2025 Revenue FY 2025 ▪ Spot FX ▪ FX Forwards ▪ FX NDFs ▪ FX Options ▪ Precious Metals ▪ Market Data & Analytics Products ▪ Network & Connectivity Solutions ▪ FX Risk Mitigation Platform 27% Revenue FY 2025 $794mm Products ▪ Government Bonds ▪ OTC & Listed Interest Rate Derivatives ▪ Inflation Products ▪ Money Market Instruments & Repurchase Agreements Rates 31% $911mm Products Revenue FY 2025 ▪ Environmental & Energy Transition Products ▪ Oil & Refined Products ▪ Shipping & Freight ▪ Commodities and Metals Foreign Exchange 10% $296mm Products Revenue FY 2025 ▪ Corporate Bonds ▪ Emerging Market Credit ▪ Credit Default Swaps ▪ Exotic Credit Derivatives & Structured Products Credit 9% $270mm Products Revenue FY 2025 ▪ OTC & Listed Equity Derivatives ▪ Cash Equities ▪ Delta One Products Equities Data, Network, & Post-Trade1 1. Includes interest and dividend income, fees from related parties, and other revenues. ECS
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22 22 22 RATES CREDIT FOREIGN EXCHANGE DATA, NETWORK & POST-TRADE MARKETS FY 2025 Revenue: $553mm (+14% yr/yr) KEY PRODUCTS: • Interest Rate Derivatives • EGBs • GILTs • Inflation Products • EM Government Bonds KEY PRODUCTS: • Investment Grade Bonds (IG) • High Yield Bonds (HY) • Sovereign Credit • Financial Credit • Emerging Market Credit • Index & Single Name CDS KEY PRODUCTS: • FX Spot • FX Options • Asian / LatAm NDFs • FX Forwards FENICS PLATFORMS: • Fenics MIDFX • Fenics Direct FENICS MARKET DATA (Fenics Markets associated Market Data) Fenics NDF Match GROWTH PLATFORMS FY 2025 Revenue: $106mm (+22% yr/yr) FMX UST PRODUCTS: • U.S. Government Securities • U.S. Repos FMX FUTURES PRODUCTS: • SOFR Futures • U.S. Treasury Futures PORTFOLIO MATCH PRODUCTS: • U.S. Credit (IG & HY) • European Credit (IG & HY) • Emerging Market Credit FMX FX PRODUCTS: • FX Spot • Asian NDFs FENICS MARKET DATA (Fenics Growth Platforms associated Market Data) LUCERA PROTOCOLS • CLOB • Matching • (continuous & session-based) • Streaming • Volume Clearing • CLOB • Matching • (continuous & session-based) • Volume Clearing • CLOB • Matching • (continuous & session-based) • Streaming • RFQ FENICS ECOSYSTEM
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23 23 ` Asset Class: Foreign Exchange Products: Spot FX and NDFs ❑ FX Electronic Communication Network (“ECN”), that provides deep, configurable liquidity pools to institutional FX traders Asset Class: Rates Products: U.S. Government Securities (Benchmarks, T-Bills & Off-the-runs) ❑ Electronic U.S. Treasuries trading platform, offering trading across multiple protocols and the tightest tick sizes in the market Asset Class: Rates Products: U.S. Interest Rate Futures (SOFR & U.S. Treasury) ❑ Regulated Futures exchange, offering trading in the largest futures market in the world with clearing provided by LCH Asset Class: Foreign Exchange Fenics MIDFX Products: Spot FX and NDFs ❑ Wholesale FX trading platform, that enables dealers to hedge FX risk in a market-neutral environment FENICS PLATFORMS AT-A-GLANCE Asset Class: Data, Network and Post-trade – Market Data Distributor of market data across global financial and commodity markets, supported by BGC’s deep wholesale liquidity pools FENICS TRADING PLATFORMS DATA, NETWORK AND POST-TRADE Asset Class: Foreign Exchange Products: FX Options ❑ Electronic Request-For-Quote (“RFQ”) trading platform, that provides prices from leading liquidity providers to institutional clients Asset Class: Data, Network and Post-trade – Network Infrastructure software for financial market participants, that connects and aggregates information across trading venues, utilizing BGC’s global network Asset Class: Data, Network and Post-trade – Post-trade Advanced multilateral NDF matching solution, enabling clients to reduce mitigate risk in the global foreign exchange market Asset Class: Rates, Foreign Exchange, and Credit Integrated Electronic Business ❑ BGC businesses that provide electronic protocols and are heavily supported by Fenics technology. Asset Class: Credit Products: U.S. and European Corporate Bonds ❑ Session-based Credit trading platform, enabling dealers to manage inventory, balance sheet and the exhaust from portfolio trades
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24 24 24 BGC’S FULLY DILUTED WEIGHTED-AVERAGE SHARE COUNT SUMMARY Q4 2025 Fully Diluted Weighted-Average Share Count Summary For Adjusted Earnings Fully Diluted Weighted- Average Shares (millions) Ownership (%) PUBLIC 359.7 73% Class A owned by Public 359.1 73% Class B owned by Public1 0.6 0.1% EMPLOYEES 25.9 5% Class A owned by executives, board members and employees 2 6.0 1% Class B owned by executives, board members and employees 4.1 1% RSUs & RSAs owned by employees, executives and directors (Treasury stock method) 15.1 3% Other owned by employees3 0.7 0.1% CANTOR 104.8 21% Class B owned by Cantor 104.8 21% TOTAL 490.4 100% 1. Class B owned by Public represents Class B shares owned by a former executive who is no longer employed by BGC. 2. Class A shares owned by board members or executives and restricted shares owned by other employees of BGC and Newmark. Any Cl ass A share owned by an employee without restriction is included in the “Class A owned by Public”. 3. Other owned by employees primarily represents contingent shares. PUBLIC OWNERSHIP (% OF FULLY-DILUTED SHARE COUNT FOR ADJUSTED EARNINGS) 62% 67% 69% 73% 4Q22 4Q23 4Q24 4Q25
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25 25 25 STRONGLY CAPITALIZED & INVESTMENT GRADE CREDIT PROFILE INVESTMENT GRADE CREDIT RATING ▪ Investment Grade Credit Rated: • Fitch: BBB- (Outlook: Stable) • S&P: BBB- (Outlook: Stable) • Kroll Bond Rating Agency: BBB (Outlook: Positive) • Japanese Credit Rating Agency (JCR): BBB+ (Outlook: Stable) ▪ Strong balance sheet and liquidity provide financial flexibility to manage the business to maintain its Investment Grade rating BALANCE SHEET STRENGTH ▪ Liquidity of $979mm as of December 31, 2025 ▪ On December 15, 2025, BGC repaid in full its $300mm of 4.375% Senior Notes, plus accrued interest BGC Group, Inc. (in $’000s) As of 12/31/2025 Cash and cash equivalents $851,502 Financial instruments owned, at fair value 127,614 Total Liquidity $979,116 Short-term borrowings from related parties $20,000 Unsecured senior revolving credit agreement 237,686 BGC Group, Inc. 8.000% Senior Notes due May 25, 2028 345,387 BGC Partners, Inc. 8.000% Senior Notes due May 25, 2028 2,262 BGC Group, Inc. 6.600% Senior Notes due June 10, 2029 496,548 BGC Group, Inc. 6.150% Senior Notes due April 2, 2030 693,822 Total Notes Payable, Other and Short-Term Borrowings $1,795,705 Net Notes Payable, Other and Short-Term Borrowings (after adjusting for Total Liquidity) $816,589 Total Equity $1,145,342 Credit Ratios (Adj. EBITDA and Ratios as of FY 2025) Adjusted EBITDA $771,362 Leverage Ratio: Total Notes Payable, Other and Short-Term Borrowings / Adjusted EBITDA 2.3x Net Leverage Ratio: Net Notes Payable, Other and Short-Term Borrowings (after adjusting for Total Liquidity) / Adjusted EBITDA 1.1x Interest Coverage Ratio: Adjusted EBITDA / Interest Expense 6.2x Total Notes Payable, Other and Short-Term Borrowings / Total Equity 1.6x Net Notes Payable, Other and Short-Term Borrowings (after adjusting for Liquidity) / Total Equity 0.7x
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26 26 26 Brokerage revenues are driven by secondary market trading volumes in the markets in which BGC transacts Historically, industry volumes have been seasonally strongest in the first half of the year and slower in the second half BGC’s revenues, which are driven by secondary market trading volumes, tend to have low correlation in the short/medium term with global bank and broker-dealer sales & trading revenues, which are driven by bid-ask spreads, mark-to-market movements, and industry volumes in the primary & secondary markets BGC’S ASSET CLASS REVENUES ARE GENERALLY CORRELATED TO RELEVANT INDUSTRY SECONDARY MARKET TRADING VOLUMES BGC REVENUE CORRELATION & INDUSTRY VOLUMES Q4 2025 VS Q4 2024 ASSET CLASS REVENUE TO INDUSTRY VOLUME CORRELATION CORRELATION1 INDUSTRY METRIC VOLUME CHANGE BGC REVENUE CHANGE ECS ICE Energy & Commodities Futures & Options (Total) 0.80 +9% +92% (+10% excl. OTC)EEX Global Power Spot & Derivatives (Total) 0.79 +3% RATES Primary Dealer U.S. Government Securities (ADV) 0.95 +3% +16% ICE Interest Rate Futures & Options (Total) 0.93 +7% FX Refinitiv FX (Total) 0.93 +4% +10% SEF FX Options – Clarus (Total) 0.95 +5% CREDIT Primary Dealer U.S. Investment Grade & High Yield Corporate Securities (ADV) 0.60 +9% +3% EQUITIES Eurex Equity & Index Derivatives (Total) 0.54 (11%) +29% 1. Correlations are calculated using quarterly values for BGC asset class revenues and the relevant industry metrics starting Q1 2020.
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27 27 27 SHAREHOLDER VALUE CREATION 2017 – Acquired Besso, entering the insurance brokerage business 1. Included $750 million of cash consideration plus an expected earnout of up to $484 million of Nasdaq common stock as of July 1, 2013. For additional information, see press release titled “BGC Announces Close of Sale of its Platform for the Fully Electro nic Trading of Benchmark, on-the-Run U.S. Treasuries to NASDAQ OMX” dated July 1, 2013, and the related filing on Form 8 -K filed on the same day. 2. See press released “BGC and GFI Complete Sale of Trayport to Intercontinental Exchange” dated December 11, 2015, and the rela ted filing on Form 8-K filed on December 14, 2015, for further information. 3. Value represents total return to BGC stockholders, including dividends, and assumes investors held Newmark’s share since 2018 spin-off until 6/30/2020. Newmark’s share price as of 6/30/2020 was $12.01 and 131,886,409 shares of Newmark Class A common stock and 21,285,537 shares of Newmark Class B common stock were distributed to BGC’s stockholders in the Spin -Off. For further information on the Spin -Off, see section titled “Spin-Off of Newmark” under Note 1—"Organization and Basis of Presentation” in BGC’s 2019 Annual Report on Form 10 -K as filed with the Securities and Exchange Commission. 4. BGC received approximately $535 million in gross proceeds, subject to limited post -closing adjustments; for additional informati on, please see press release titled “BGC Completes Sale of Insurance Brokerage Business to The Ardonagh Group" dated November 1, 2021. 5. For additional information, please see press release titled "BGC Partners Completes Corporate Conversion to Full C -Corporation, Name Change to BGC Group, Inc., and Ticker Symbol Change to "BGC"" dated July 3, 2023. 2018 – Successfully completed tax-free spin-off of Newmark (Nasdaq: NMRK), delivering over $1.9bn3 of value to BGC stockholders 2021 – Sold Insurance Brokerage business to The Ardonagh Group for $535mm in gross proceeds4 2024 – Investment in FMX from 10 global investment banks and market making firms at a post-money equity valuation of $667mm 2024 – Launched FMX Futures Exchange 1999 2026 2011 – Acquired Newmark Knight Frank, entering commercial real estate business 2013 – Sold eSpeed to Nasdaq for $1.2bn1, equivalent to the entire market cap of BGCP 2015/2016 – Acquired GFI 1999 – eSpeed, leading electronic UST platform, IPOs 2004 – Cantor forms BGC Partners, separating its brokerage business from its sales & trading business 2008 – BGC Partners merges with eSpeed to form BGC Partners, Inc. (Nasdaq: BGCP) 2016 – Completed sale of Trayport to ICE for $650mm2 2023 – Completed conversion to Full C-Corporation5 BGC HAS A STRONG HISTORY OF CREATING VALUE FOR SHAREHOLDERS THROUGH ORGANIC GROWTH, ACQUISITIONS & INVESTMENTS IN TECHNOLOGY 2025 – Completed OTC Acquisition becoming the world’s largest ECS broker
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NON-GAAP DEFINITIONS AND RECONCILIATION TABLES
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29 29 29 RECONCILIATION OF GAAP INCOME (LOSS) FROM OPERATIONS BEFORE INCOME TAXES TO ADJUSTED EARNINGS & GAAP FULLY DILUTED EPS TO POST-TAX ADJUSTED EPS (IN THOUSANDS, EXCEPT PER SHARE DATA) (UNAUDITED) RECONCILIATION OF GAAP TO ADJUSTED EARNINGS Please see footnotes to this table on the next page. 2025 2024 2025 2024 Per Share Data GAAP fully diluted earnings (loss) per share 0.03$ 0.05$ 0.31$ 0.25$ Total pre-tax adjustments (from above) 0.28 0.21 0.88 0.70 Income tax adjustment to reflect adjusted earnings taxes - (0.01) (0.01) 0.03 Post-tax adjusted earnings per share 0.31$ 0.25$ 1.18$ 0.99$ Fully diluted weighted-average shares of common stock outstanding 490,399$ 495,481$ 496,471$ 495,199$ Dividends declared per share of common stock 0.02$ 0.02$ 0.08$ 0.07$ Dividends declared and paid per share of common stock 0.02$ 0.02$ 0.08$ 0.07$ Three Months Ended Dec 31, Full Year Ended Dec 31, 2025 2024 2025 2024 GAAP income (loss) from operations before income taxes 24,995$ 27,172$ 213,747$ 173,143$ Pre-tax adjustments: Compensation adjustments: Equity-based compensation and allocations of net income to limited partnership units and FPUs (1) 95,892 121,165 329,588 369,143 Other Compensation charges (2) 99,489 5,469 118,983 5,469 Total Compensation adjustments 195,381$ 126,634$ 448,571$ 374,612$ Non-Compensation adjustments: Amortization of intangibles (3) 12,691 5,378 38,321 19,566 Impairment charges 1,125 295 2,793 746 Other (4) 4,783 11,185 30,590 38,629 Total Non-Compensation adjustments 18,599$ 16,858$ 71,704$ 58,941$ Other income (losses), net adjustments: Losses (gains) on divestitures (5) (66,718) (38,769) (66,718) (38,769) Fair value adjustment of investments (6) (7,238) (504) (7,708) (37,119) Other net (gains) losses (7) (3,702) (1,864) (9,336) (13,417) Total other income (losses), net adjustments (77,658)$ (41,137)$ (83,762)$ (89,305)$ Total pre-tax adjustments 136,322 102,355 436,513 344,248 Adjusted Earnings before noncontrolling interest in subsidiaries and taxes (8) 161,317$ 129,527$ 650,260$ 517,391$ GAAP net income (loss) available to common stockholders 14,371$ 25,203$ 154,962$ 126,988$ Total pre-tax adjustments (from above) 136,322 102,355 436,513 344,248 Income tax adjustment to reflect adjusted earnings taxes (9) (1,056) (4,028) (3,988) 16,803 Post-tax adjusted earnings 149,637$ 123,530$ 587,487$ 488,039$ Three Months Ended Dec 31, Full Year Ended Dec 31,
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30 30 30 FOOTNOTES (1) The components of equity-based compensation and allocations of net income to limited partnership units and FPUs are as follows (in thousands): (2) GAAP expenses in the fourth quarter and full year of 2025 included certain other compensation-related adjustments, including charges incurred as part of the cost reduction program of $54.8 million and $64.2 million, respectively, as well as certain acquisition-related expenses. GAAP expenses in the fourth quarter and the full year of 2025 also included $41.8 million of other compensation-related adjustments due to certain loan forgiveness as a result of alterations to employee loan arrangements. GAAP expenses in the fourth quarter and the full year of 2024 included certain acquisition-related expenses and other compensation-related adjustments. The above-referenced items are consistent with BGC’s normal practice of excluding other compensation related items that management views as not reflective of the Company’s underlying performance in a given period from its calculation of Adjusted Earnings. (3) Primarily included non-cash GAAP charges related to the amortization of intangibles with respect to acquisitions. (4) GAAP expenses in the fourth quarter of 2025 and 2024 included resolutions of litigation and other matters, including their related professional fees, as well as certain other professional fees, of $0.7 million and $2.8 million, respectively, as well as various other GAAP items. For the full years 2025 and 2024, these amounts were $15.1 million and $14.2 million, respectively. GAAP expenses for the full years 2025 and 2024 included $4.4 million release of reserves and $4.0 million of reserves in connection with unsettled trades and receivables with sanctioned Russian entities. GAAP expenses for the full years 2025 and 2024 included September 11th Charity Day contributions of $11.6 million and $9.5 million, respectively. GAAP expenses in the fourth quarter of 2025 and 2024 also included $1.5 million and $3.2 million, respectively, of non-cash charges incurred by the Company for exiting leases. For the full years of 2025 and 2024, these amounts were $3.3 million and $3.2 million, respectively. The above-referenced items are consistent with BGC’s normal practice of excluding certain GAAP gains and charges from Adjusted Earnings that management believes do not best reflect the ordinary results of the Company, including with respect to certain non-recurring or unusual gains or losses, as well as resolutions of litigation. (5) The fourth quarter and the full year of 2025 included a gain of $66.7 million associated with the sale of kACE. The fourth quarter and the full year of 2024 included a gain of $39.0 million associated with the sale of Capitalab. (6) The fourth quarter of 2025 and 2024 included non-cash gains of $7.2 million and $0.5 million, respectively, related to fair value adjustments of investments held by BGC. For the full years of 2025 and 2024, these amounts were $7.7 million and $37.1 million, respectively. (7) The fourth quarter of 2025 and 2024 included non-cash gains of $1.3 million and $1.5 million, respectively, related to BGC’s investments accounted for under the equity method. For the full years 2025 and 2024, these amounts were $8.3 million and $8.4 million, respectively. The fourth quarter of 2025 and 2024 also included net gains of $4.9 million and $0.3 million, respectively, related to other recoveries and various other GAAP items. For the full years 2025 and 2024, these amounts were net gains of $3.5 million and $5.0 million, respectively. The fourth quarter and the full year of 2025 also included a net loss of $2.5 million related to an investment impairment. (8) For the fourth quarter of 2025, BGC had revenues of $756.4 million. Excluding OTC’s revenues of $114.4 million and the positive impact of the weaker U.S. Dollar of $16.1 million (calculated as described under “Constant Currency Defined”), BGC’s revenues would have been $625.8 million. For the fourth quarter of 2025, OTC had GAAP pre-tax income of $8.7 million. Excluding acquisition-related expenses of $3.6 million, OTC had pre-tax Adjusted Earnings of $12.3 million. For the fourth quarter of 2025, BGC had pre-tax Adjusted Earnings of $161.3 million. Excluding OTC’s pre-tax Adjusted Earnings of $12.3 million and the net impact on pre-tax Adjusted Earnings of the weaker U.S. Dollar of $0.8 million, BGC’s pre-tax Adjusted Earnings would have been $148.2 million and BGC’s pre-tax Adjusted Earnings margin would have been 23.7%. (9) BGC’s GAAP provision (benefit) for income taxes is calculated based on an annualized methodology. The Company’s GAAP provision (benefit) for income taxes was $14.2 million and $3.9 million for the fourth quarters of 2025 and 2024, respectively. For the full years 2025 and 2024, these amounts were $67.2 million and $49.9 million, respectively. The Company includes additional tax-deductible items when calculating the provision for taxes with respect to Adjusted Earnings using an annualized methodology. These include tax- deductions related to equity-based compensation, employee loan amortization, and certain net-operating loss carryforwards. The non-GAAP provision for income taxes was adjusted by ($1.1) million and ($4.0) million for the fourth quarters of 2025 and 2024, respectively. For the full years 2025 and 2024, these adjustment amounts were ($4.0) million and $16.8 million, respectively. As a result, the provision (benefit) for income taxes with respect to Adjusted Earnings was $15.2 million and $7.9 million for the fourth quarters of 2025 and 2024, respectively. For the full years 2025 and 2024, these amounts were $71.2 million and $33.1 million, respectively. Note: Certain totals may not add due to rounding. RECONCILIATION OF GAAP TO ADJUSTED EARNINGS FOOTNOTES 2025 2024 2025 2024 Issuance of common stock and grants of exchangeability 43,626$ 82,964$ 143,329$ 184,667$ Allocations of net income and dividend equivalents 844 572 2,517 4,196 RSU, RSU Tax Account, and restricted stock amortization 51,422 37,629 183,742 180,280 Equity-based compensation and allocations of net income to limited partnership units and FPUs 95,892$ 121,165$ 329,588$ 369,143$ Three Months Ended Dec 31, Full Year Ended Dec 31,
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31 31 31 OTHER SELECT FINANCIAL DATA RECONCILIATION OF GAAP NET INCOME (LOSS) AVAILABLE TO COMMON STOCKHOLDERS TO ADJUSTED EBITDA (IN THOUSANDS) (UNAUDITED) FULLY DILUTED WEIGHTED-AVERAGE SHARE COUNT (IN THOUSANDS) (UNAUDITED) LIQUIDITY ANALYSIS (IN THOUSANDS) (UNAUDITED) (1) Represents BGC employees’ pro-rata portion of net income and non-cash and non-dilutive charges relating to equity-based compensation. See Footnote 1 to the table titled “Reconciliation of GAAP Income (Loss) from Operations before Income Taxes to Adjusted Earnings and GAAP Fully Diluted EPS to Post-Tax Adjusted EPS” for more information. (2) The fourth quarters of 2025 and 2024 included non-cash gains of $1.3 million and $1.5 million, respectively, related to BGC’s investments accounted for under the equity method. For the full years 2025 and 2024, these amounts were $8.3 million and $8.4 million, respectively. (3) The fourth quarter and the full year of 2025 included $1.5 million and $3.3 million, respectively, of non-cash charges incurred by the Company for exiting leases, as well as certain other non-cash charges. The fourth quarter and the full year of 2024 included $3.2 million of non-cash charges incurred by the Company for exiting a lease. The full years 2025 and 2024 also included $4.4 million release of reserves and $4.0 million of reserves in connection with unsettled trades and receivables with sanctioned Russian entities. (1) Primarily consists of contracts to issue shares of BGC common stock. Note: BGC’s fully diluted weighted-average share count under GAAP may differ from the fully diluted weighted-average share count for Adjusted Earnings in order to avoid anti-dilution in certain periods. 2025 2024 2025 2024 GAAP net income (loss) available to common stockholders 14,371$ 25,203$ 154,962$ 126,988$ Add back: Provision (benefit) for income taxes 14,162 3,873 67,208 49,915 Net income (loss) attributable to noncontrolling interest in subsidiaries (3,538) (1,904) (8,423) (3,760) Interest expense 33,040 24,263 125,318 91,075 Fixed asset depreciation and intangible asset amortization 27,821 20,689 103,011 81,434 Impairment of long-lived assets 1,125 295 2,793 746 Equity-based compensation and allocations of net income to limited partnership units and FPUs (1) 95,892 121,165 329,588 369,143 (Gains) losses on equity method investments (2) (1,301) (1,536) (8,328) (8,430) Other non-cash GAAP expenses (3) 9,021 - 5,233 7,162 Adjusted EBITDA 190,593$ 192,048$ 771,362$ 714,273$ Three Months Ended Dec 31, Full Year Ended Dec 31, December 31, 2025 December 31, 2024 Cash and cash equivalents 851,502$ 711,584$ Financial instruments owned, at fair value 127,614 186,197 Total Liquidity 979,116$ 897,781$ 2025 2024 2025 2024 Common stock outstanding 471,612 474,326 476,364 473,390 Other (1) 3,665 4,762 4,586 5,752 Fully diluted weighted-average share count under GAAP 475,277 479,088 480,950 479,142 Non-GAAP Adjustments: RSUs 14,998 16,025 15,327 15,648 Restricted Stock 124 368 194 409 Fully diluted weighted-average share count for Adjusted Earnings 490,399 495,481 496,471 495,199 Three Months Ended Dec 31, Full Year Ended Dec 31,
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32 32 32 DIFFERENCES BETWEEN NON-GAAP AND GAAP CONSOLIDATED RESULTS NON-GAAP FINANCIAL MEASURES The non-GAAP definitions below include references to certain equity-based compensation instruments, such as restricted stock awards and/or restricted stock units (“RSUs”), that the Company has issued and outstanding following its corporate conversion on July 1, 2023. Although BGC is retaining certain defined terms and references, including references to partnersh ips or partnership units, for purposes of comparability before and after the corporate conversion, such references may not be applicable following the period ended September 30, 2023. This document contains non-GAAP financial measures that differ from the most directly comparable measures calculated and present ed in accordance with Generally Accepted Accounting Principles in the United States (“GAAP”). Non-GAAP financial measures used by the Company include “Adjusted Earnings before noncontrolling interest in subsidiaries and taxes”, which is used interchangeably with “pre-tax Adjusted Earnings”; “Post-tax Adjusted Earnings to fully diluted shareholders”, which is used interchangeably with “post-tax Adjusted Earnings”; “Adjusted EBITDA”; “Liquidity”; and “Constant Currency”. The definitions of these terms are below. ADJUSTED EARNINGS DEFINED BGC uses non-GAAP financial measures, including “Adjusted Earnings before noncontrolling interest in subsidiaries and taxes” and “Post-tax Adjusted Earnings to fully diluted shareholders”, which are supplemental measures of operating results used by management to evaluate the financial performance of the Company and its consolidated subsidiaries. BGC believes that Adjusted Earnings best reflect the operating earnings generated by the Company on a consolidated basis and are one of the financial metrics that management considers when managing its business. As compared with “Income (loss) from operations before income taxes” and “Net income (loss) for fully diluted shares”, both p repared in accordance with GAAP, Adjusted Earnings calculations primarily exclude certain non -cash items and other expenses that generally do not involve the receipt or outlay of cash by the Company and/or which do not dilute existing stock holders. In addition, Adjusted Earnings calculations exclude certain gains and charges that management believes do not best reflect the underlying operating performance of BGC. Adjusted Earnings is calculated by taking the most comparable GAAP measures and adjusting for certain items with respect to compensation expenses, non-compensation expenses, and other income, as discussed below. CALCULATIONS OF COMPENSATION ADJUSTMENTS FOR ADJUSTED EARNINGS AND ADJUSTED EBITDA Treatment of Equity-Based Compensation Line Item for Adjusted Earnings and Adjusted EBITDA The Company’s Adjusted Earnings and Adjusted EBITDA measures exclude all GAAP charges included in the line item “Equity-based compensation and allocations of net income to limited partnership units and FPUs” (or “equity-based compensation” for purposes of defining the Company’s non-GAAP results) as recorded on the Company’s GAAP Consolidated Statements of Operations and GAAP Consolidated Statements of Cash Flows. These GAAP equity-based compensation charges reflect the following items: ▪ Charges related to amortization of RSUs, restricted stock awards, other equity-based awards, and limited partnership units; ▪ Charges with respect to grants of exchangeability, which reflect the right of holders of limited partnership units with no ca pital accounts, such as LPUs and PSUs, to exchange these units into shares of common stock, or into partnership units with capital accounts, such as HDUs, as well as cash paid with respect to taxes withheld or expected to be owed by the unit h older upon such exchange. The withholding taxes related to the exchange of certain non-exchangeable units without a capital account into either common shares or units with a capital account may be funded by the redemption of prefer red units such as PPSUs; ▪ Charges with respect to preferred units and RSU tax accounts. Any preferred units and RSU tax accounts would not be included in the Company’s fully diluted share count because they cannot be made exchangeable into shares of common stock and are entitled only to a fixed distribution or dividend. Preferred units are granted in connection with the grant of certain limited partnership units that may be granted exchangeability or redeemed in connection with the grant of shares of common stock, and RSU tax accounts are granted in connection with the grant of RSUs. The preferred units and RSU ta x accounts are granted at ratios designed to cover any withholding taxes expected to be paid. This is an alternative to the common practice among public companies of issuing the gross amount of shares to employees, subject to cash less withholding of shares, to pay applicable withholding taxes; ▪ GAAP equity-based compensation charges with respect to the grant of an offsetting amount of common stock or partnership units with capital accounts in connection with the redemption of non-exchangeable units, including PSUs and LPUs; ▪ Charges related to grants of equity awards, including common stock, RSUs, restricted stock awards or partnership units with c apital accounts; ▪ Allocations of net income to limited partnership units and FPUs. Such allocations represent the pro -rata portion of post-tax GAAP earnings available to such unit holders; and ▪ Charges related to dividend equivalents earned on RSUs and any preferred returns on RSU tax accounts.
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33 33 33 DIFFERENCES BETWEEN NON-GAAP AND GAAP CONSOLIDATED RESULTS (CONTINUED) The amounts of certain quarterly equity-based compensation charges are based upon the Company’s estimate of such expected charges during the annual period, as described further below under “Methodology for Calculating Adjusted Earnings Taxes.” Virtually all of BGC’s key executives and producers have equity stakes in the Company and its subsidiaries and generally rece ive deferred equity as part of their compensation. A significant percentage of BGC’s fully diluted shares are owned by its executives, partners and employees. The Company issues RSUs, restricted stock, limited partnership units (prior to July 1, 20 23) as well as other forms of equity-based compensation, including grants of exchangeability into shares of common stock (prior to July 1, 2023), to provide liquidity to its employees, to align the interests of its employees and management with those of common stockholders, to help motivate and retain key employees, and to encourage a collaborative culture that drives cross-selling and revenue growth. All share equivalents that are part of the Company’s equity-based compensation program, including REUs, PSUs, LPUs, HDUs, and other units that may be made exchangeable into common stock, as well as RSUs (which are recorded using the treasury stock method), are included in the fully diluted share count when issued or at the beginning of the subsequent quarter after the date of grant. Compensation charges are also adjusted for certain other cash and non-cash items. CERTAIN OTHER COMPENSATION-RELATED ADJUSTMENTS FOR ADJUSTED EARNINGS BGC also excludes various other GAAP items that management views as not reflective of the Company’s underlying performance in a given period from its calculation of Adjusted Earnings. These may include compensation-related items with respect to cost-saving initiatives, such as severance charges incurred in connection with headcount reductions as part of broad restructuring and/or cost savings plans, and certain loan forgiveness as a result of broad -based alterations to the Company's employee loan arrangements. CALCULATION OF NON-COMPENSATION ADJUSTMENTS FOR ADJUSTED EARNINGS Adjusted Earnings calculations may also exclude items such as: ▪ Non-cash GAAP charges related to the amortization of intangibles with respect to acquisitions; ▪ Acquisition related costs; ▪ Non-cash GAAP asset impairment charges; ▪ Resolutions of litigation, disputes, investigations, or enforcement matters that are generally non -recurring, exceptional, or unusual, or similar items that management believes do not best reflect BGC’s underlying operating performance, including related unaffiliated third-party professional fees and expenses; and ▪ Various other GAAP items that management views as not reflective of the Company’s underlying performance in a given period, i ncluding non-compensation-related charges incurred as part of broad restructuring and/or cost savings plans. Such GAAP items may include charges for professional fees and expenses, exiting leases and/or other long-term contracts as part of cost-saving initiatives, as well as non-cash impairment charges related to assets, goodwill and/or intangible assets created from acquisitions. CALCULATION OF ADJUSTMENTS FOR OTHER (INCOME) LOSSES FOR ADJUSTED EARNINGS Adjusted Earnings calculations also exclude gains from litigation resolution and certain other non -cash, non-dilutive, and/or non-economic items, which may, in some periods, include: ▪ Gains or losses on divestitures; ▪ Fair value adjustment of investments; ▪ Certain other GAAP items, including gains or losses related to BGC's investments accounted for under the equity method; and ▪ Any unusual, non-ordinary, or non-recurring gains or losses.
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34 34 34 DIFFERENCES BETWEEN NON-GAAP AND GAAP CONSOLIDATED RESULTS (CONTINUED) METHODOLOGY FOR CALCULATING ADJUSTED EARNINGS TAXES Although Adjusted Earnings are calculated on a pre-tax basis, BGC also reports post-tax Adjusted Earnings to fully diluted shareholders. The Company defines post-tax Adjusted Earnings to fully diluted shareholders as pre-tax Adjusted Earnings reduced by the non-GAAP tax provision described below and net income (loss) attributable to noncontrolling interest for Adjusted Earnings. The Company calculates its tax provision for post-tax Adjusted Earnings using an annual estimate similar to how it accounts for its income tax provision under GAAP. To calculate the quarterly tax provision under GAAP, BGC estimates its full fiscal year GAAP income (loss) from operations before income taxes and noncontrolling interest in subsidiaries and the expect ed inclusions and deductions for income tax purposes, including expected equity-based compensation during the annual period. The resulting annualized tax rate is applied to BGC’s quarterly GAAP income (loss) from operations before income taxe s and noncontrolling interest in subsidiaries. At the end of the annual period, the Company updates its estimate to reflect the actual tax amounts owed for the period. To determine the non-GAAP tax provision, BGC first adjusts pre-tax Adjusted Earnings by recognizing any, and only, amounts for which a tax deduction applies under applicable law. The amounts include charges with respect to equity-based compensation; certain charges related to employee loan forgiveness; certain net operating loss carryforwards when taken for s tatutory purposes; and certain charges related to tax goodwill amortization. These adjustments may also reflect timing and measurement differences, including treatment of employee loans; changes in the value of units between the dates of grants of exchangeability and the date of actual unit exchange; changes in the value of RSUs and/or restricted stock awards between the date of grant and the date the award vests; variations in the value of certain deferred tax assets; and liabilities and the different timing of permitted deductions for tax under GAAP and statutory tax requirements. After application of these adjustments, the result is the Company’s taxable income for its pre-tax Adjusted Earnings, to which BGC then applies the statutory tax rates to determine its non-GAAP tax provision. BGC views the effective tax rate on pre-tax Adjusted Earnings as equal to the amount of its non-GAAP tax provision divided by the amount of pre-tax Adjusted Earnings. Generally, the most significant factor affecting this non-GAAP tax provision is the amount of charges relating to equity-based compensation. Because the charges relating to equity-based compensation are deductible in accordance with applicable tax laws, increases in such charges have the effect of lowering the Company’s non-GAAP effective tax rate and thereby increasing its post-tax Adjusted Earnings. BGC incurs income tax expenses based on the location, legal structure and jurisdictional taxing authorities of each of its su bsidiaries. Certain of the Company’s entities are taxed as U.S. partnerships and are subject to the Unincorporated Business Tax (“UBT”) in New York City. Any U.S. federal and state income tax liability or benefit related to the partnership income or loss, with the exception of UBT, rests with the unit holders rather than with the partnership entity. The Company’s consolidated financial statements include U.S. federal, state, and local income taxes on the Company’s allocable sh are of the U.S. results of operations. Outside of the U.S., BGC operates principally through subsidiary corporations subject to local income taxes. For these reasons, taxes for Adjusted Earnings are expected to be presented to show the tax provision the consolidated Company would expect to pay if 100% of earnings were taxed at global corporate rates. CALCULATIONS OF PRE- AND POST-TAX ADJUSTED EARNINGS PER SHARE BGC’s pre- and post-tax Adjusted Earnings per share calculations assume either that: ▪ The fully diluted share count includes the shares related to any dilutive instruments, but excludes the associated expense, net of tax, when the impact would be dilutive; or ▪ The fully diluted share count excludes the shares related to these instruments, but includes the associated expense, net of tax, when the impact would be anti-dilutive. 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 and/or distributions. Each quarter, the dividend payable to BGC’s stockholders, if any, is expected to be determined by the Company’s Board of Directors with reference to a number of factors. The declaration, payment, timing, and amount of any future dividends payable by the Company will be at the discretion of its Board of Directors using the fully diluted share count. For more information on any share count adjustments, see the table titled “ Fully Diluted Weighted-Average Share Count under GAAP and for Adjusted Earnings” in the Company’s most recent financial results press release.
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35 35 35 DIFFERENCES BETWEEN NON-GAAP AND GAAP CONSOLIDATED RESULTS (CONTINUED) MANAGEMENT RATIONALE FOR USING ADJUSTED EARNINGS BGC’s calculation of Adjusted Earnings excludes the items discussed above because they are either non-cash in nature, because the anticipated benefits from the expenditures are not expected to be fully realized until future periods, or because the Company views results excluding these items as a better reflection of the underlying performance of BGC’s ongoing operations. Management uses Adjusted Earnings and other financial metrics in part to help it evaluate, among other things, the overall pe rformance of the Company’s business and to make decisions with respect to the Company’s operations. The term “Adjusted Earnings” should not be considered in isolation or as an alternative to GAAP net income (loss). The Company views A djusted Earnings as a metric that is not indicative of liquidity, or the cash available to fund its operations, but rather as a performance measure. Pre- and post-tax Adjusted Earnings, as well as related measures, are not intended to replace the Company’s presentation of its GAAP financial results. However, management believes that these measures help provide investors with a clearer understanding of BGC’s financial performance and offer useful information to both management and inv estors regarding certain financial and business trends related to the Company’s financial condition and results of operations. Management believes that the GAAP and Adjusted Earnings measures of financial performance should be considered together. For more information regarding Adjusted Earnings, see the sections of this document and/or in the Company’s most recent finan cial results press release titled “Reconciliation of GAAP Income (Loss) from Operations before Income Taxes to Adjusted Earnings and GAAP Fully Diluted EPS to Post-Tax Adjusted EPS”, including the related footnotes, for details about how BGC’s non-GAAP results are reconciled to those under GAAP. ADJUSTED EBITDA DEFINED BGC also provides an additional non-GAAP financial performance measure, “Adjusted EBITDA”, which it defines as GAAP “Net income (loss) available to common stockholders”, adjusted to add back the following items: ▪ Provision (benefit) for income taxes; ▪ Net income (loss) attributable to noncontrolling interest in subsidiaries; ▪ Interest expense; ▪ Fixed asset depreciation and intangible asset amortization; ▪ Equity-based compensation, dividend equivalents and allocations of net income to limited partnership units and FPUs; ▪ Impairment of long-lived assets;(Gains) losses on equity method investments; and ▪ Certain other non-cash GAAP items, such as non-cash charges of amortized rents. The Company’s management believes that its Adjusted EBITDA measure is useful in evaluating BGC’s operating performance, becau se the calculation of this measure generally eliminates the effects of financing and income taxes and the accounting effects of capital spending and acquisitions, which would include impairment charges of goodwill and intangibles created from acquisitions. Such items may vary for different companies for reasons unrelated to overall operating performance. As a result, the Company’s management uses this measure and other financial metrics to evaluate operating performance and for othe r discretionary purposes. BGC believes that Adjusted EBITDA is useful to investors to assist them in getting a more complete picture of the Company’s financial results and operations. Since BGC’s Adjusted EBITDA is not a recognized measurement under GAAP, investors should use this measure in addition to GAAP measures of net income when analyzing BGC’s operating performance. Because not all companies use identical EBITDA calculations, the Company’s presentation of Adjusted EBITDA may not be comparable to similarly titled measures of othe r companies. Furthermore, Adjusted EBITDA is not intended to be a measure of free cash flow or GAAP cash flow from operations because the Company’s Adjusted EBITDA does not consider certain cash requirements, such as tax and debt servi ce payments. For more information regarding Adjusted EBITDA, see the section of this document and/or in the Company’s most recent financia l results press release titled “Reconciliation of GAAP Net Income (Loss) Available to Common Stockholders to Adjusted EBITDA”, including the footnotes to the same, for details about how BGC’s non-GAAP results are reconciled to those under GAAP.
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36 36 36 DIFFERENCES BETWEEN NON-GAAP AND GAAP CONSOLIDATED RESULTS (CONTINUED) TIMING OF OUTLOOK FOR CERTAIN GAAP AND NON-GAAP ITEMS BGC anticipates providing forward-looking guidance for GAAP revenues and for certain non-GAAP measures from time to time. However, the Company does not anticipate providing an outlook for other GAAP results. This is because certain GAAP items, which are excluded from Adjusted Earnings and/or Adjusted EBITDA, are difficult to forecast with precision before the end of each period. The Company therefore believes that it is not possible for it to have the required information necessary to forecast GAAP results or to quantitatively reconcile GAAP forecasts to non -GAAP forecasts with sufficient precision without unreasonable efforts. For the same reasons, the Company is unable to address the probable significance of the unavailable information. The relevant items that are difficult to predict on a quarterly and/or annual ba sis with precision and may materially impact the Company’s GAAP results include, but are not limited, to the following: ▪ Certain equity-based compensation charges that may be determined at the discretion of management throughout and up to the period-end; ▪ Unusual, non-ordinary, or non-recurring items; ▪ The impact of gains or losses on certain marketable securities, as well as any gains or losses related to associated mark-to- market movements and/or hedging. These items are calculated using period-end closing prices; ▪ Non-cash asset impairment charges, which are calculated and analyzed based on the period-end values of the underlying assets. These amounts may not be known until after period-end; and ▪ Acquisitions, dispositions, and/or resolutions of litigation, disputes, investigations, or enforcement matters, or similar it ems, which are fluid and unpredictable in nature. LIQUIDITY DEFINED BGC may also use a non-GAAP measure called “liquidity”. The Company considers liquidity to be comprised of the sum of cash and c ash 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). The Company considers liquidity to be an impor tant metric for determining the amount of cash that is available or that could be readily available to the Company on short notice. For more information regarding Liquidity, see the section of this document and/or in the Company’s most recent financial resu lts press release titled “Liquidity Analysis”, including any footnotes to the same, for details about how BGC’s non - GAAP results are reconciled to those under GAAP. CONSTANT CURRENCY DEFINED BGC generates a significant amount of its revenues in non-U.S. dollar denominated currencies, particularly in the euro and pound sterling. In order to present a better comparison of the Company's revenues during the period, which exhibited highly volatile foreign exchange movements, BGC provides revenues year-over-year comparisons on a “Constant Currency” basis. BGC uses a Constant Currency financial metric to provide a better comparison of the Company's underlying operating performance by eliminating the impacts of foreign currency fluctuations between comparative periods. Since BGC's co nsolidated financial statements are presented in U.S. dollars, fluctuations in non-U.S. dollar denominated currencies have an impact on the Company's GAAP results. The Company's Constant Currency metric, which is a non -GAAP financial measure, assumes the foreign exchange rates used to determine the Company's comparative prior period revenues, apply to the current period revenues. Constant Currency revenue percentage change is calculated by determining the change in curren t quarter non-GAAP Constant Currency revenues over prior period revenues. Non-GAAP Constant Currency revenues are total revenues excluding the effect of foreign exchange rate movements and are calculated by remeasuring and/or translating current quarter revenues using prior period exchange rates. BGC presents certain non-GAAP Constant Currency percentage changes in Constant Currency revenues as a supplementary measure because it facilitates the comparison of the Company's core operating results. This information should be considered in addition to, and not as a substitute for, results reported in accordance with GAAP.
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37 37 ir.bgcg.com twitter.com/bgcgroupinc linkedin.com/company/bgc_group Investor Contact: Jason Chryssicas +1 212-610-2426 Media Contact: Danielle Popper +1 212-610-2419