BGC Group, Inc.

BGC Group, Inc. is a leading global marketplace, data, and financial technology company operating across the energy, commodities, and shipping (ECS) and financial markets. The company specializes in the brokerage and trade execution of a broad range of ECS products, including listed derivatives and physical commodities in the oil and refined, and environmental and energy transition, markets, as well as ship chartering. Additionally, it provides brokerage services across fixed income securities such as government bonds and corporate bonds, as well as interest rate derivatives and credit derivatives, foreign exchange, equities and futures and options. The business also provides network and connectivity solutions, market data and related information services, and post-trade services. BGC's integrated platform is designed to provide flexibility to customers with regard to price discovery, trade execution and transaction processing, as well as accessing liquidity through its platforms, for transactions executed either OTC or through an exchange. The company operates globally with offices across all major geographies, including New York and London, as well as in Beijing, Bogota, Brisbane, Cape Town, Chicago, Copenhagen, Dubai, Dublin, Frankfurt, Geneva, Hong Kong, Houston, Johannesburg, Madrid, Manila, Melbourne, Mexico City, Miami, Milan, Monaco, Nyon, Palm Beach, Paris, Perth, Rio de Janeiro, Santiago, São Paulo, Seoul, Shanghai, Singapore, Sydney, Tel Aviv, Tokyo, Toronto, Wellington and Zurich.

BGC primarily competes with two publicly traded, diversified inter-dealer and wholesale financial brokers, TP ICAP and Tradition. Other competitors include Dealerweb, an inter-dealer and wholesale financial brokerage business within Tradeweb, and a number of private firms that tend to specialize in specific product areas or geographies. Additionally, the company has significantly grown its presence in the energy, commodities and shipping markets, and is competing more with energy, commodity and shipping brokerage firms such as Marex Group PLC, StoneX Group, and Clarksons PLC. BGC also competes with exchanges such as ICE and CME, and with electronic trading platforms like MarketAxess and Tradeweb. The company's competitive advantages include its strong technology platform and unique compensation structure, which have enabled it to use both acquisitions and recruiting to outperform its peer group.

BGC generates revenue primarily from brokerage commissions charged for either agency or matched principal transactions, fees charged for data, network and post-trade products, fees from related parties, and interest income. In agency transactions, the company charges a commission for connecting buyers and sellers. Principal transaction revenues are primarily derived from matched principal transactions, whereby revenues are earned on the spread between the buy and the sell price of the brokered security, commodity or derivative. On a limited basis, the company enters into unmatched principal transactions to facilitate a customer's execution needs. The company's revenue mix includes both transactional income from brokerage services and recurring income from data, network and post-trade services, which have highly recurring and compounding revenue bases. The company serves clients including many of the world's largest banks, broker-dealers, trading firms, hedge funds, governments, corporations, investment firms, commodity trading firms and end users, such as producers and consumers.

BGC offers its brokerage services in five broad product categories: ECS, Rates, FX, Credit, and Equities. For the year ended December 31, 2025, total brokerage revenues were $2,698,383 thousand ¹. ECS revenues were $910,650 thousand ², representing 33.7% ³ of total brokerage revenues, making it the largest product category. Rates revenues were $794,204 thousand ⁴, representing 29.4% ⁵ of total brokerage revenues. FX revenues were $428,000 thousand ⁶, representing 15.9% ⁷ of total brokerage revenues. Credit revenues were $295,587 thousand ⁸, representing 11.0% ⁹ of total brokerage revenues. Equities revenues were $269,942 thousand ¹⁰, representing 10.0% ¹¹ of total brokerage revenues. Brokerage revenues are further categorized by execution type: Voice/Hybrid revenues were $2,177,992 thousand ¹² and Fully Electronic revenues were $520,391 thousand ¹³. The company's Fenics business, which includes higher-margin technology-driven businesses, represented 22.4% ¹⁴ of total BGC revenues for the year ended December 31, 2025. Fenics Markets revenue grew to $553.4 million ¹⁵ for the year ended December 31, 2025, and Fenics Growth Platforms revenue grew to $106.1 million ¹⁶ for the same period.

Data, network and post-trade revenues increased by $12.0 million ¹⁷, or 9.5% ¹⁸, to $138,980 thousand ¹⁹ for the year ended December 31, 2025 compared to the prior year. This increase was primarily driven by strong revenue growth across Lucera and Fenics Market Data and the operations of OTC Global, partially offset by lower post-trade revenues due to the sale of BGC's Capitalab business in the fourth quarter of 2024. Excluding Capitalab, revenues grew by 13.9% ²⁰ year-over-year. Fees from related parties decreased by $2.0 million ²¹, or 9.7% ²², to $18,713 thousand ²³ for the year ended December 31, 2025 compared to the prior year. Interest and dividend income decreased by $2.4 million ²⁴, or 4.3% ²⁵, to $53,825 thousand ²⁶ for the year ended December 31, 2025 compared to the prior year. Other revenues increased by $10.9 million ²⁷, or 52.8% ²⁸, to $31,559 thousand ²⁹ for the year ended December 31, 2025 compared to the prior year.

On April 1, 2025, BGC completed the acquisition of OTC Global, an energy and commodities brokerage firm, which established the company as the world's largest energy, commodities, and shipping broker by revenue as of December 31, 2025. OTC Global generated revenues of over $400 million ³⁰ for the year ended December 31, 2024, representing an acquisition multiple of approximately 0.75 times revenue. The amounts of revenue and pre-tax income from OTC Global included in the Consolidated Statements of Operations from April 1, 2025 to December 31, 2025 are $341.7 million ³¹ and $32.9 million ³², respectively. On December 31, 2025, BGC completed the acquisition of AMCOM, which specializes in the trading of agricultural commodities associated with food and alternative fuel feedstocks. On October 1, 2025, the company completed the acquisition of Macro Hive, a provider of global macro market analytics and strategy. On December 31, 2025, BGC sold kACE, a provider of real-time pricing and advanced analytics platforms for complex FX derivatives, to smartTrade for up to $119.0 million ³³, subject to limited post-closing adjustments, including initial consideration of $80.0 million ³⁴ and up to an additional $39.0 million ³⁵ in contingent cash consideration. As a result of this sale, the company recognized a $66.7 million ³⁶ gain. On November 5, 2025, the BGC Group Board and Audit Committee re-authorized the Share Repurchase Authorization in an amount up to $400.0 million ³⁷. During the year ended December 31, 2025, the company repurchased 30.2 million ³⁸ shares of BGC Class A common stock for aggregate consideration of $281.5 million ³⁹, representing a weighted-average price per share of $9.32 ⁴⁰. The company also completed the first phase of its current cost reduction program, which it expects will realize $25.0 million ⁴¹ of annualized savings in 2026, and recorded compensation charges of $64.2 million ⁴² for the twelve months ended December 31, 2025 in connection with the program.

Total revenues for the year ended December 31, 2025 increased $678.6 million ⁴³, or 30.0% ⁴⁴, to $2,941,460 thousand ⁴⁵ compared to the prior year. Excluding OTC Global, revenues grew $337.0 million ⁴⁶, or 14.9% ⁴⁷. Brokerage revenues increased by $660.1 million ⁴⁸, or 32.4% ⁴⁹, due to overall growth across all asset classes. Total expenses increased $634.9 million ⁵⁰, or 29.1% ⁵¹, to $2,817,171 thousand ⁵² compared to the prior year, primarily driven by the operations of OTC Global. Income from operations before income taxes was $213,747 thousand ⁵³ compared to $173,143 thousand ⁵⁴ in the prior year. Consolidated net income was $146,539 thousand ⁵⁵ compared to $123,228 thousand ⁵⁶ in the prior year. Net income available to common stockholders was $154,962 thousand ⁵⁷ compared to $126,988 thousand ⁵⁸ in the prior year.

BGC expects to benefit from the trend towards electronic trading, increased demand for market data, and the need for increased connectivity, automation, and post-trade services. The company continues to invest in its high-growth, high-margin, technology-driven businesses, including its standalone Fully Electronic Fenics Growth Platforms. Fenics has exhibited strong growth over the past several years, and management believes that this growth has outpaced the wholesale brokerage industry. The company expects this trend to continue as it continues to convert more of its Voice/Hybrid execution into higher-margin, technology-driven execution and continue to grow its Fenics Growth Platforms. Notable growth highlights include FMX UST generating a record fourth quarter ADV of $58.7 billion ⁵⁹, more than 12% higher compared to the prior year period, and FMX UST growing its fourth-quarter central limit order book market share to 39% ⁶⁰, up from 37% ⁶¹ in the third quarter of 2025 and 30% ⁶² from a year ago. FMX Futures Exchange saw record volumes and open interest in the fourth quarter with ADV and open interest increasing 82% ⁶³ and 97% ⁶⁴, respectively, versus the third quarter of 2025. FMX FX ADV increased by 40% ⁶⁵ to a fourth quarter record of $15.5 billion ⁶⁶. PortfolioMatch ADV grew by 68% ⁶⁷ in the fourth quarter of 2025 compared to the prior year period. Lucera grew its revenues by 24.1% ⁶⁸ in the fourth quarter of 2025 compared to the prior year period, and the business plans to launch additional fixed income products in 2026.

The company's ECS business represents a major growth vector, particularly following the acquisition of OTC Global, which established BGC as the world's largest energy, commodities, and shipping broker by revenue as of December 31, 2025. OTC Global's product suite and client base are highly complementary to BGC's existing ECS business and have created a comprehensive platform to serve the global energy and commodities market. The acquisition of AMCOM in December 2025 further expanded the ECS asset class, rounding out the company's biofuel business. The company also completed the acquisition of Macro Hive in October 2025, which expands BGC's growing agency business that services institutional clients by integrating Macro Hive's artificial intelligence-driven technology across the company's Rates and FX markets within its global broking and execution platform.

The company completed the first phase of its current cost reduction program, which it expects will realize $25.0 million ⁶⁹ of annualized savings in 2026, with more savings targeted throughout the year. In connection with the cost reduction program, the company recorded compensation charges of $64.2 million ⁷⁰ for the twelve months ended December 31, 2025. As of December 31, 2025, the company has made cash payments totaling $31.6 million ⁷¹ in connection with the cost reduction program. The company expects its average front office productivity to increase as technology is leveraged across the business, as converting Voice and Hybrid trading to Fully Electronic trading generally improves margins.

The filing does not contain a detailed operational outlook regarding supply chain posture, manufacturing capacity, or headcount strategy beyond the discussion of the cost reduction program and front-office headcount metrics.

The company's current capital allocation priorities are to use its liquidity to return capital to stockholders and to continue investing in the growth of its business. While the company paid quarterly dividends of $0.02 per share ⁷² in 2025, it plans to continue to prioritize share repurchases over dividends and distributions. On November 5, 2025, the BGC Group Board and Audit Committee re-authorized the Share Repurchase Authorization in an amount up to $400.0 million ⁷³, for which there is no expiration date. As of December 31, 2025, the company had approximately $389.2 million ⁷⁴ remaining under this authorization. During the year ended December 31, 2025, the company repurchased 30.2 million ⁷⁵ shares of BGC Class A common stock for aggregate consideration of $281.5 million ⁷⁶. The company also issued $700.0 million ⁷⁷ aggregate principal amount of BGC Group 6.150% Senior Notes on April 2, 2025. Capitalized expenditures for the year ended December 31, 2025 were $66.0 million ⁷⁸.

The company faces structural headwinds from potential changes in interest rates. If interest rates lower, global FX volumes may slow or become muted, in part because low interest rates in most major economies may make carry-trade strategies less appealing for FX market participants, which may have a negative impact on the business. The company also faces risks from the consolidation and concentration of market share in the banking, brokerage, exchange and financial services industries, which could lead to increased pricing pressure and reduced volumes. Additionally, the company is subject to risks inherent in doing business in international financial markets, including regulatory risks, political risks, and foreign currency risks. The company's revenues derived from non-U.S. operations are subject to risk of loss from social or political instability, changes in government policies or policies of central banks, downgrades in the credit ratings of sovereign countries, expropriation, nationalization, confiscation of assets and unfavorable legislative, political developments, and other events in such non-U.S. jurisdictions.

Management has identified several constraints on the growth plan, including the intense competition for the services of brokers, salespeople, managers, technology professionals and other front-office personnel in the financial services industry, which could affect the company's ability to attract and retain a sufficient number of highly skilled personnel. The company also faces risks related to the integration of recent and future acquisitions, including OTC Global, which could present unforeseen integration obstacles or costs and could fail to achieve anticipated benefits. The company has excluded OTC Global from BGC management's assessment of internal control over financial reporting until April 1, 2026, and when OTC Global is included in the assessment, the company may discover the need to implement additional effective internal controls, and the integration of OTC Global in the business could take longer than expected.

The company's business is materially affected by conditions in the global economy and financial markets, and actions taken by central banks regarding interest rates may have a material impact. The company faces intense competition for brokers, salespeople, and other front-office personnel, and the loss of key employees could negatively affect the business. The company has significant indebtedness of $1,775.7 million ⁷⁹ as of December 31, 2025, which could limit its ability to raise additional capital and react to changes in the economy. The company is subject to extensive regulation, and changes in laws or regulations could materially adversely affect its operations. The company is controlled by Cantor and CFGM, which are controlled by Mr. Brandon Lutnick, whose interests may conflict with those of other stockholders. The company's top ten customers accounted for approximately 23.6% ⁸⁰ of total revenues for the year ended December 31, 2025, and the loss of one or more significant customers could materially harm the business. The company's ECS asset class accounted for approximately 37.1% ⁸¹ of total brokerage revenues for the year ended December 31, 2025, and the Rates asset class accounted for approximately 28.4% ⁸², creating concentration risk in these product markets.

Management's message emphasizes the company's position as a leading global marketplace, data, and financial technology company, highlighting the transformative acquisition of OTC Global which established BGC as the world's largest energy, commodities, and shipping broker by revenue as of December 31, 2025. The strategic priorities emphasized for the period ahead include continuing to invest in the growth of the Fenics business, particularly the Fenics Growth Platforms including FMX UST, FMX FX, and FMX Futures Exchange, which have shown strong growth metrics such as FMX UST growing its fourth-quarter central limit order book market share to 39% ⁸³ and FMX Futures Exchange seeing ADV and open interest increasing 82% ⁸⁴ and 97% ⁸⁵, respectively, versus the third quarter of 2025. Management also emphasizes the completion of the first phase of the current cost reduction program, which is expected to realize $25.0 million ⁸⁶ of annualized savings in 2026, and the company's capital allocation priorities of returning capital to stockholders through share repurchases, with $389.2 million ⁸⁷ remaining under the Share Repurchase Authorization as of December 31, 2025, while continuing to invest in the growth of the business.