The following discussion of our financial condition and results of operations should be read together with our unaudited Condensed Consolidated Financial Statements and notes to those statements, as well as the cautionary statements relating to forward-looking statements included in this report.
The objective of this Management’s Discussion and Analysis is to allow investors to view the Company from management’s perspective, considering items that have had and could have a material impact on future operations. This discussion summarizes the significant factors affecting our results of operations and financial condition as of and during the three and six months ended June 30, 2026 and 2025. This discussion is provided to increase the understanding of, and should be read in conjunction with, our unaudited Condensed Consolidated Financial Statements and the notes thereto included elsewhere in this report.
OVERVIEW AND BUSINESS ENVIRONMENT
We are a leading global marketplace, data, and financial technology company across the ECS and financial markets. We specialize 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, we provide brokerage services across fixed income securities such as government bonds and corporate bonds, as well as interest rate and credit derivatives, foreign exchange, equities and futures and options. Our business also provides market data products, network and connectivity solutions, and post-trade services.
Our 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 our platforms, for transactions executed either OTC or through an exchange. Through our electronic brands, we offer multiple trade execution, market data and information services, market infrastructure and connectivity services, as well as post-trade services.
Our clients include 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 is a global company with offices across all major geographies, including New York and London, as well as in 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.
As of June 30, 2026, we had 2,467 brokers, salespeople, managers, and other front-office personnel across our businesses.
BGC and leading global investment banks and market-making firms have partnered to create FMX, part of the BGC group of companies, which includes a U.S. interest rate futures exchange, a cash U.S. Treasuries platform and spot foreign exchange platform.
FMX
FMX includes FMX UST, the world’s fastest growing cash U.S. Treasuries marketplace, FMX Futures Exchange, a U.S. interest rate future exchange, and FMX FX, a spot foreign exchange platform. FMX is challenging the CME’s leading position in U.S. interest rate futures, cash U.S. Treasuries and spot foreign exchange.
The FMX Equity Partners contributed $171.7 million between April 23, 2024 and April 24, 2024 into FMX in exchange for a 25.75% ownership interest at a post-money equity valuation of $666.7 million. The FMX Equity Partners received an additional 10.3% of equity ownership subject to driving trading volumes and meeting certain volume targets across the FMX ecosystem.
On September 23, 2024, FMX Futures Exchange launched the trading of SOFR futures, the largest notional futures contract in the world. On May 18, 2025, FMX Futures Exchange also launched the trading of U.S. Treasury futures contracts, initially with 2-year and 5-year contracts, and on August 3, 2026, we listed the remaining tenors across the full curve, supporting further growth in trading volumes and open interest on the exchange.
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Fenics
For the purposes of this document and subsequent SEC filings, all of our higher margin, technology-driven businesses are referred to as Fenics. We categorize our Fenics businesses as Fenics Markets and Fenics Growth Platforms. Fenics Markets includes the Fully Electronic portion of BGC’s brokerage businesses, data, network and post-trade revenues that are unrelated to Fenics Growth Platforms, as well as Fenics Integrated revenues. Fenics Growth Platforms includes FMX UST, FMX FX, FMX Futures Exchange, Lucera, PortfolioMatch, and other newer standalone platforms. Revenues generated from data, network and post-trade attributable to Fenics Growth Platforms are included within their related businesses.
Historically, technology-based product growth has led to higher margins and greater profits over time for exchanges and wholesale financial intermediaries alike, even if overall revenues remain consistent. This is largely because automated and electronic trading efficiency allows the same number of employees to manage a greater volume of trades as the marginal cost of incremental trading activity falls. Over time, the conversion of exchange-traded and OTC markets to Fully Electronic trading has also typically led to an increase in volumes which offset lower commissions, and often lead to similar or higher overall revenues. We have been a pioneer in creating and encouraging Hybrid and Fully Electronic execution, and we continually work with our customers to expand such trading across more asset classes and geographies, but we will ultimately defer to client preference on execution method.
Over the past decade, electronic markets for OTC products have grown as a percentage of overall industry volumes as firms like ours have invested in innovative technology. Regulation across banking, capital markets, and OTC derivatives has accelerated the adoption of Fully Electronic execution, and we expect this demand to continue. We also believe that new clients, beyond our large bank customer base, will primarily transact electronically across our Fenics platforms.
The combination of wider adoption of Hybrid and Fully Electronic execution and our competitive advantage in terms of technology and experience has contributed to our strong growth in electronically traded products. We continue to invest in our high-growth, high-margin, technology-driven businesses, including our standalone Fully Electronic Fenics Growth Platforms. Fenics has exhibited strong growth over the past several years, and we believe that this growth has outpaced the wholesale brokerage industry. We expect this trend to continue as we continue to convert more of our Voice/Hybrid execution into higher-margin, technology-driven execution and continue to grow our Fenics Growth Platforms.
We expect to benefit from the continued trend towards electronic trading, increased demand for market data, and the need for greater connectivity, automation, and post-trade services. We continue to onboard new customers as the opportunities created by electronic and algorithmic trading continue to transform our industry. We continue to roll out our next-generation Fenics execution platforms across more products and geographies with the goal of seamlessly integrating the liquidity of voice transactions with customer electronic orders either by a GUI, API, or web-based interface.
Revenues in our Fenics businesses increased 14.3% to $186.2 million, and 17.2% to $393.1 million, for the three and six months ended June 30, 2026, respectively, as compared to the prior year periods.
Within our Fenics businesses, Fenics Markets revenue grew to $152.8 million in the second quarter of 2026, driven by higher electronic trading volumes across Rates, Credit, and Foreign Exchange and increased Fenics Market Data revenues. Excluding kACE, Fenics Markets grew by 16.5% in the second quarter of 2026 as compared to the prior year period.
Fenics Growth Platforms revenue grew to $33.4 million in the second quarter of 2026, primarily driven by FMX, PortfolioMatch, and Lucera.
We continue to invest in our Fenics Growth Platforms, and notable highlights for the second quarter of 2026 compared to the prior year period include:
•FMX UST generated record second quarter ADV of $79.4 billion, 17% higher compared to last year. FMX UST grew its second-quarter central limit order book market share to 42%, up from 41% last quarter and 35% in the prior year period.
•FMX Futures Exchange delivered another quarter of significant growth, with ADV of approximately 54,000 contracts in the second quarter of 2026, up from over 3,000 contracts from a year ago. SOFR ADV rebounded strongly in June, following reduced Iran-driven volatility, achieving a monthly record of more than 59,000 contracts. FMX’s U.S. Treasury futures continued to scale in the second quarter, averaging more than 15,000 contracts per day. Total open interest ended at more than 140,000 contracts, up from approximately 22,000 contracts a year ago.
•FMX FX ADV increased by 16% to $18.0 billion in the second quarter of 2026, driven by continued growth across spot FX and non-deliverable forward volumes, resulting in continued market share gains.
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•PortfolioMatch ADV grew by 82% in the second quarter to $431 million. This strong growth was driven by new and deepening connectivity with clients, and strong adoption of the platform’s newest trading tools.
•Lucera, Fenics’ network business providing critical real-time trading infrastructure to the capital markets, grew revenues by 15% in the second quarter, led by continued momentum in its FX offering and the onboarding of several large new clients.
Data, network and post-trade revenues increased by 3.4% compared to the second quarter of 2025 to $36.7 million. This growth was primarily driven by Lucera and Fenics Market Data, partially offset by lower revenues due to the sale of BGC’s kACE business in the fourth quarter of 2025. Excluding kACE, Data, network and post-trade revenues grew by 18.6%.
Fenics brokerage revenues increased by 17.4% to $149.5 million in the second quarter of 2026 over the prior year period driven by higher electronic trading volumes across Rates, Credit, and Foreign Exchange.
Acquisitions
We did not complete any acquisitions during the six months ended June 30, 2026. There was one acquisition completed by the Company during the six months ended June 30, 2025.
On December 31, 2025, we completed the acquisition of AMCOM, which specializes in the trading of agricultural commodities associated with food and alternative fuel feedstocks. The acquisition further rounded out our biofuel business.
On October 1, 2025, we completed the acquisition of Macro Hive, a provider of global macro market analytics and strategy. The acquisition of Macro Hive expands BGC’s growing agency business that services institutional clients by integrating Macro Hive’s AI-driven technology across our Rates and FX markets within our global broking and execution platform.
On April 1, 2025, we completed the acquisition of OTC Global. OTC Global generated revenues of over $400 million for the year ended December 31, 2024, representing an acquisition multiple of approximately 0.75 times revenue. With the integration of OTC Global’s complementary product suite, ECS became our largest asset class, establishing us as the world’s largest ECS broker by revenue and making BGC a more comprehensive and diversified company.
Divestitures
On December 31, 2025, we sold kACE, a leading provider of real-time pricing and advanced analytics platforms for complex FX derivatives, to smartTrade. smartTrade acquired kACE for up to $119.0 million, subject to limited post-closing adjustments. This includes initial consideration of $80.0 million, with up to an additional $39.0 million in contingent cash consideration. The up to $39.0 million in contingent cash consideration was excluded from the initial gain on the divestiture and will be recognized in income if and when it is realized and earned. During the three and six months ended June 30, 2026, we recognized a $20.0 million gain in connection with the contingent cash consideration from the sale of kACE that was realized and earned during the period.
We had no gains or losses from divestitures or sales of investments during the three and six months ended June 30, 2025.
Strategic Partnership with Fanatics
On July 27, 2026, we announced that we entered into an agreement to sell Water Street Labs, LLC and CX Clearinghouse L.P. to Fanatics which will enable Fanatics to offer its own federally regulated prediction market exchange and expand its market offerings on Fanatics Markets. By harnessing BGC’s expertise in institutional market infrastructure and trading, BGC and Fanatics will connect retail-focused prediction markets with the institutional marketplace. We will partner with Fanatics to build a prediction market ecosystem that serves both retail and institutional participants. The partnership is intended to bring together BGC’s established market data and analytics capabilities to enable the development of new data products.
On August 5, 2026, we completed the sale of Water Street Labs, LLC and CX Clearinghouse L.P. to Fanatics. These entities are separate from FMX’s CFTC-registered DCM, which we continue to own and control. We are currently evaluating the impact of the transaction on future operations, including the amount of any gain that may be recognized during the three months ending September 30, 2026.
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Cost Reduction Program
Our cost reduction program is expected to result in approximately $35 million of annualized cost savings. We will continue to identify and execute cost savings throughout 2026. These expected savings are subject to risks and uncertainties, and actual results may differ. We will continue to monitor the impact of this program on our financial position and results of operations. In connection with the cost reduction program, we recorded compensation charges of $18.7 million for the six months ended June 30, 2026. These charges primarily relate to the termination or modification of certain employment contracts and the accelerated expense recognition of certain employee loans. These charges are reflected in “Compensation and employee benefits” in our unaudited Condensed Consolidated Statements of Operations for the six months ended June 30, 2026. During the six months ended June 30, 2026, we made cash payments totaling $12.3 million in connection with the cost reduction program, representing a portion of the $18.7 million of charges recognized during the period.
Brands and Trademarks
AMCOM, Amerex, American Commodities, Aurel, Aurel BGC, Caventor, CBID, ContiCap, CreditMatch, BGC, BGC Group, BGC Partners, BGC Trader, ELX, EOXLive, Euro Brokers, Fenics, Fenics.com, Fenics Markets Xchange, Fenics Digital, Fenics Direct, Fenics MID, Fenics MD, Fenics Market Data, Fenics PortfolioMatch, FMX, FMX Futures, FMX Markets Xchange, FMX UST, FMX FX, FMX Repo, FMX NDF, GFI, GFI Ginga, Lake Securities, Latium Capital, LumeFX, LumeMarkets, Lucera, Macro Hive, Martin Brokers, Maxcor, Matchbox, Mint, MIS Brokers, Open Energy, OTC Global Holdings, Perimeter Markets Inc., Poten & Partners, RP Martin, Tower Bridge, Sage, Sunrise Brokers, and VolumeMatch are among the trademarks/service marks and/or registered trademarks/service marks of BGC Group and/or its affiliates in the U.S. and/or other jurisdictions. The foregoing is not intended to be a complete list of all trademarks or service marks owned or used by the Company or its affiliates.
Other Matters
In February 2022, the U.S., U.K., EU, and other countries imposed sanctions on Russian counterparties, and as a result, we ceased trading with those clients. During both the three and six months ended June 30, 2026, we did not record any additional provision for expected credit losses associated with Russia’s Invasion of Ukraine. During both the three and six months ended June 30, 2025, we recognized a benefit of $4.4 million from the release of previously recorded allowances for expected credit losses associated with Russia’s Invasion of Ukraine, which was included in “Other expenses” in our unaudited Condensed Consolidated Statements of Operations. See Note 25—“Current Expected Credit Losses (CECL)” for additional information.
Tax Policy Changes
Pillar 2 is part of the Organization for Economic Co-Operation and Development/G20 Inclusive Framework on Base Erosion and Profit Shifting, which is part of a global initiative to address tax avoidance and ensure that multinational enterprises pay their fair share of taxes. The Pillar 2 framework introduces a global minimum tax rate of 15% for multinational companies. In December 2022, the Council of the EU unanimously adopted the EU Minimum Tax Directive, which would require member states to implement these rules. In the U.K., Pillar 2 was adopted after royal assent was given in July 2023.
Management performed Pillar 2 calculations for the necessary jurisdictions for the second quarter of 2026 and determined that the minimum global effective tax did not have a material impact on our second quarter 2026 tax rate.
Financial Services Industry
Historically, the financial services industry has grown structurally due to several factors. One factor was the increasing use of derivatives to manage risk or to take advantage of the anticipated direction of a market by allowing users to protect gains and/or guard against losses in the price of underlying assets without having to buy or sell the underlying assets. Derivatives are often used to manage the risks associated with interest rates, equity ownership, changes in the value of FX, credit defaults by corporate and sovereign debtors, and changes in the prices of commodity products.
Over this same timeframe, demand from financial institutions, large corporations, and other end-users of financial products have increased volumes in the wholesale derivatives market, thereby increasing the business opportunity for financial intermediaries.
Another key factor has been the increase in the number of new financial products. As market participants and their customers strive to manage risk, new types of equity and fixed income securities, futures, options and other financial instruments have been developed. Most of these new securities and derivatives were not immediately ready for more liquid and standardized electronic markets, and generally increased the need for trading and required broker-assisted execution.
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Additionally, the financial service industry and our business performance is influenced by other factors, including general economic conditions, the geopolitical environment, current or expected inflation, interest rate fluctuations, the threat, imposition and impact of volatile or broad-based tariffs, market volatility, changes in investment patterns and priorities, regulatory changes, and other factors that are generally beyond our control. Generally, volatility benefits BGC by increasing secondary trading volumes, as market participants seek to hedge their risk or capitalize on price fluctuations. We believe that these activities are most efficiently executed in our wholesale markets, known for their depth and liquidity.
During the fourteen years between 2008 and 2022, BGC and the entire financial service industry’s trading volumes were constrained by low interest rates and quantitative easing. Manufactured zero and near-zero interest rates caused the breakdown and disappearance of the historic correlation between the issuance of financial instruments and trading volume growth.
Since 2022, the financial services industry shifted to a meaningful‑interest‑rate and more volatile macroeconomic environment following the extended period of accommodative monetary policy. Elevated inflation, changing monetary policies, geopolitical developments, and shifting growth expectations have increased volumes across rates, credit, and foreign exchange markets. At the same time, continued progress toward greater electronification and hybrid execution models has supported increased trading activity as market participants manage risk and adjust to changing market conditions.
We believe the return of this strong positive correlation in the current macro trading environment, which has meaningful interest rates and the issuance of financial instruments that is multiples above 2008 levels, positions BGC to benefit from and drive its trading volumes, revenue and profitability higher for the foreseeable future, assuming the current macro trading environment remains in place.
Industry Landscape
Over the past decade, there has been significant consolidation among the interdealer-brokers and wholesale brokers with which we compete. We compete with TP ICAP and Tradition across various Voice/Hybrid brokerage marketplaces as well as across multiple electronic marketplaces via Fenics, which additionally competes with Tradeweb and MarketAxess. We also compete with the electronic markets and market data businesses of the CME, primarily through our FMX businesses where we compete in U.S. Treasuries, U.S. interest rate futures, and foreign exchange products. Additionally, we have become the largest participant in the energy, commodities and shipping markets, and are competing with ECS brokers such as Marex Group PLC, StoneX Group and Clarksons PLC.
Growth Drivers
As a wholesale intermediary in the financial services industry, our businesses are driven primarily by secondary trading volumes in the markets in which we broker, the size and productivity of our front-office personnel, regulatory issues, and the percentage of our revenues we are able to generate by Fully Electronic means. BGC’s revenues tend to have low correlation in the short- and medium-term with global bank and broker-dealer sales and trading revenues, which reflect bid-ask spreads and mark-to-market movements, as well as industry volumes in both the primary and secondary markets.
Below is a brief analysis of the market and industry volumes for some of our products, including our overall Voice/Hybrid and Fully Electronic execution activities.
Overall Market Volumes and Volatility
Volume is driven by a number of factors, including the level of issuance for financial instruments, price volatility of financial instruments, government and central bank policies, macro-economic conditions, geopolitical developments, creation and adoption of new products, regulatory environment, and the introduction and adoption of new trading technologies. Historically, increased price volatility has often increased market volumes across many of the cash and derivative products that we broker.
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Rates volumes in particular are influenced by market volumes and, in certain instances, volatility. Historically low and negative interest rates, as well as central bank quantitative easing programs, across the globe significantly reduced the overall trading appetite for rates products. Such programs depressed rates volumes because they entail central banks buying government securities or other securities in the open market in an effort to promote increased lending and liquidity and bring down long-term interest rates. When central banks hold these instruments, they tend not to trade or hedge, thus lowering rates volumes across cash and derivatives markets industry-wide. Following the market dislocation and COVID-19 pandemic, major central banks such as the U.S. Federal Reserve, ECB, Bank of Japan, Bank of England, and Swiss National Bank restarted quantitative easing programs in 2020. Beginning in 2022, inflationary concerns have resulted in rising interest rates and tapering and/or unwinding of central bank asset purchases. The return of interest rates has led to improved macro trading conditions which has benefited BGC. This backdrop is expected to support both BGC’s Fenics and Voice/Hybrid businesses for the foreseeable future, assuming the current macro trading environment remains in place.
Additional factors have weighed on market volumes in the products we broker. For example, the Basel III accord, implemented in late 2010 by the G-20 central banks, is a global regulatory framework on bank capital adequacy, stress testing and market liquidity risk that was developed with the intention of making banks more stable in the wake of the financial crisis by increasing bank liquidity and reducing bank leverage. The accord, which took effect on January 1, 2023, requires most large banks in G-20 nations to hold approximately three times as much Tier 1 capital as was required under the previous set of rules. These capital rules have made it more expensive for banks to hold non-sovereign debt assets on their balance sheets, and as a result, analysts say that banks have reduced their proprietary trading activity in corporate and asset-backed fixed income securities as well as in various other OTC cash and derivative instruments. We believe that this has further reduced overall market exposure and industry volumes in many of the products we broker, particularly in Credit.
During the three months ended June 30, 2026, industry volumes were generally higher across Credit and Equities compared to the prior year period. Secondary market trading volumes were mixed across Rates and Foreign Exchange and generally lower across ECS. BGC’s brokerage revenues were up by 7.2% year-over-year in the quarter, reflecting growth across all asset classes.
Below is an expanded discussion of the market volumes and growth drivers of our various asset class categories.
Our revenues, like the revenues for most of our products, are not fully dependent on market volumes and, therefore, do not always fluctuate consistently with industry metrics. This is largely because our Voice, Hybrid, and Fully Electronic desks often have volume discounts built into their price structure, which results in our revenues being less volatile than the overall industry volumes.
ECS Volumes
ECS volumes were lower during the second quarter of 2026 compared to the prior year period. CME’s and ICE energy futures and options volumes were down 13% and 21%, respectively, compared to the prior year period. In comparison, BGC’s ECS revenues increased 5.3%, compared to the prior year period, to $275.5 million, driven by strong organic growth across our shipping, environmental, and commodities businesses, partially offset by lower oil and refined product volumes due to disruptions caused by the Strait of Hormuz closure.
Rates Volumes and Volatility
Our Rates business is influenced by a number of factors, including global sovereign issuances, interest rates, government and central bank policies, secondary trading and the hedging of these sovereign debt instruments. The amount of global sovereign debt outstanding remains at historically high levels, and recent and potential future monetary policy changes by major central banks have given rise to higher levels of interest rate trading activity and are expected to provide continued tailwinds to our Rates business.
Rates volumes were mixed during the second quarter of 2026 compared to the prior year period. According to Bloomberg and the Federal Reserve Bank of New York, the Primary Dealer average daily volume of U.S. Government Securities was up 5% compared to the prior year period. Over the same time period, listed products on CME and ICE were down 6% and up 24%, respectively, and OTC interest rate derivative volumes traded on SEF were up 22% compared to the second quarter of 2025, according to Clarus. In comparison, our overall Rates revenues were up 10.6% as compared to a year earlier, to $221.9 million.
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Foreign Exchange Volumes and Volatility
Global foreign exchange volumes were mixed during the second quarter of 2026 compared to the prior year period. Volumes for CME EBS spot FX were down 9% and Cboe FX increased by 6%, respectively. Volumes for FX Options were up 3% compared to the prior year period, according to Clarus. In comparison, our overall FX revenues increased by 9.4%, compared to the prior year period, to $118.7 million.
Credit Volumes
Our Credit business is impacted by the level of global corporate bond issuance and interest rates. Credit volumes were higher during the second quarter of 2026 compared to the prior year period. FINRA TRACE average daily volume for U.S. Investment Grade was up 13% and U.S. High Yield was up 1% according to Bloomberg, compared to the prior year period. In comparison, our overall Credit revenues increased by 5.4%, compared to the prior year period, to $79.3 million.
Equities Volumes
Global equity volumes were generally higher during the second quarter of 2026 compared to the prior year period. According to the Securities Industry and Financial Markets Association, the average daily volume of U.S. cash equities was up 10% as compared to a year earlier. Over the same timeframe, the average daily volume of U.S. options was up 27%, according to the OCC and Eurex average daily volumes of equity and equity index derivatives increased 10%. Our Equities business primarily consists of equity derivatives and our overall revenues from Equities increased by 2.8%, compared to the prior year period, to $76.0 million.
HIRING
Key drivers of our revenue are front-office producer headcount and average revenue per producer. We believe that our strong technology platform and unique compensation structure have enabled us to use both acquisitions and recruiting to uniquely position us to be able to outperform our peer group.
We have invested significantly through acquisitions and the hiring of new brokers, salespeople, managers, and other front-office personnel. The business climate for these acquisitions has been competitive, and it is expected that these conditions will persist for the foreseeable future. We have been able to attract businesses and brokers, salespeople, managers, and other front-office personnel to our platform as we believe they recognize that we have the scale, technology, experience and expertise to succeed.
As of June 30, 2026, our front-office headcount was 2,467 brokers, salespeople, managers, and other front-office personnel, down 0.5% from 2,480 a year ago. Compared to the prior year, average revenue per front-office employee for the three months ended June 30, 2026, increased by 3.6%, to $0.3 million.
FINANCIAL HIGHLIGHTS
For the three months ended June 30, 2026 compared to the three months ended June 30, 2025
Income from operations before income taxes was $98.9 million compared to $75.3 million in the prior year period.
Total revenues increased $61.5 million compared to the prior year period, or 7.8%, to $845.5 million.
Brokerage revenues increased by $51.5 million, or 7.2%, due to overall growth across all asset classes:
•ECS increased $13.8 million, or 5.3%;
•Rates increased $21.3 million, or 10.6%;
•FX increased $10.2 million, or 9.4%;
•Credit increased $4.0 million, or 5.4%; and
•Equities increased $2.1 million, or 2.8%.
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Interest and dividend income increased $11.4 million, or 75.0%, primarily due to dividend income from investments. This increase was partially offset by lower interest income due to lendings to Cantor under the BGC Credit Agreement in the second quarter of 2025. Data, network and post-trade revenues increased by $1.2 million, or 3.4%, primarily driven by Lucera and Fenics Market Data. This increase was partially offset by decreased revenues from software solutions following the sale of the kACE business in the fourth quarter of 2025. Excluding kACE, Data, network and post-trade revenues grew by 18.6%. Other revenues decreased $2.9 million, or 35.7%, mainly attributable to lower consulting income.
Total expenses increased $62.0 million, or 8.7%, to $773.6 million compared to the prior year period. Total compensation and employee benefits expenses increased by $25.1 million, which was primarily due to higher commissionable revenues during the three months ended June 30, 2026.
The $36.8 million increase in non-compensation expenses was primarily driven by an increased accrual related to the U.K. Tax Matter, increased selling and promotion, and commissions and floor brokerage expense related to higher client activity.
Total other income (losses), net increased $24.1 million, or 813.5%, to $27.0 million, primarily due to a $20.0 million gain from contingent consideration realized and earned during the three months ended June 30, 2026, in connection with the sale of kACE in the fourth quarter of 2025.
For the six months ended June 30, 2026 compared to the six months ended June 30, 2025
Income from operations before income taxes was $214.4 million compared to $155.3 million for the same period in the prior year.
Total revenues increased $352.8 million compared to the prior year period, or 24.4%, to $1,801.0 million. Excluding OTC Global, revenues grew by $225.6 million, or 17.0%. Brokerage revenues increased by $336.6 million, or 25.3% due to overall growth across all asset classes:
•ECS increased $193.9 million, or 47.1%, driven by the operations of OTC Global. Excluding OTC Global, ECS grew by $68.6 million, or 23.0%;
•Rates increased $76.6 million, or 19.1%;
•FX increased $31.2 million, or 14.3%;
•Credit increased $11.2 million, or 6.9%; and
•Equities increased $23.7 million, or 17.3%.
Interest and dividend income increased $10.4 million, or 38.6%, primarily due to dividend income from investments. This increase was partially offset by lower interest income due to lendings to Cantor under the BGC Credit Agreement in the second quarter of 2025. In addition, there was an increase of $3.2 million, or 4.7%, in Data, network and post-trade revenues, primarily driven by Fenics Market Data and Lucera. This increase was partially offset by decreased revenues from software solutions following the sale of the kACE business in the fourth quarter of 2025. Additionally, there was an increase of $2.5 million, or 19.3%, in Other revenues, principally due to increased consulting income.
Total expenses increased $322.4 million, or 24.8%, to $1,620.6 million, compared to the prior year period, primarily driven by increases in total compensation and employee benefits and the operations of OTC Global, which we acquired on April 1, 2025. Total compensation and employee benefits expenses increased by $228.9 million primarily driven by higher commissionable revenues during the period and the operations of OTC Global. The $93.5 million increase in non-compensation expenses was primarily driven by the operations of OTC Global and increases in other expenses, due to an increased accrual related to the U.K. Tax Matter, selling and promotion, and increases in Interest expense related to the BGC Group 6.150% Senior Notes issued in April 2025. These higher Interest expenses were partially offset by a reduction of interest expense due to the repayments in full of the $288.2 million outstanding aggregate principal amount of BGC Group 4.375% Senior Notes and the $11.8 million outstanding aggregate principal amount of BGC Partners 4.375% Senior Notes on December 15, 2025.
Total other income (losses), net increased $28.8 million, or 551.1%, to $34.0 million, primarily due to a $20.0 million gain from contingent consideration realized and earned during the six months ended June 30, 2026, in connection with the sale of kACE in the fourth quarter of 2025.
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RESULTS OF OPERATIONS
The following table sets forth our unaudited Condensed Consolidated Statements of Operations data expressed as a percentage of total revenues for the periods indicated (in thousands):
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Actual Results Percentage of Total Revenues Actual Results Percentage of Total Revenues Actual Results Percentage of Total Revenues Actual Results Percentage of Total Revenues
Revenues:
Commissions $ 649,171 76.8 % $ 599,496 76.5 % $ 1,402,106 77.9 % $ 1,094,207 75.6 %
Principal transactions 122,257 14.5 120,403 15.4 265,149 14.7 236,481 16.3
Total brokerage revenues 771,428 91.3 719,899 91.9 1,667,255 92.6 1,330,688 91.9
Fees from related parties 5,493 0.6 5,241 0.7 9,789 0.5 9,663 0.7
Data, network and post-trade 36,677 4.3 35,462 4.5 71,145 4.0 67,962 4.7
Interest and dividend income 26,713 3.2 15,268 1.9 37,292 2.0 26,897 1.9
Other revenues 5,234 0.6 8,134 1.0 15,545 0.9 13,034 0.8
Total revenues 845,545 100.0 784,004 100.0 1,801,026 100.0 1,448,244 100.0
Expenses:
Compensation and employee benefits 449,946 53.2 416,463 53.1 987,285 54.8 758,111 52.3
Equity-based compensation and allocations of net income to limited partnership units¹ 75,557 8.9 83,926 10.7 158,998 8.8 159,249 11.0
Total compensation and employee benefits 525,503 62.1 500,389 63.8 1,146,283 63.6 917,360 63.3
Occupancy and equipment 47,272 5.6 46,478 5.9 95,003 5.3 89,047 6.1
Fees to related parties 9,721 1.1 10,409 1.3 17,794 1.0 18,759 1.3
Professional and consulting fees 17,266 2.0 15,796 2.0 34,186 1.9 31,465 2.2
Communications 38,212 4.5 34,659 4.4 76,901 4.3 65,288 4.5
Selling and promotion 37,448 4.4 28,810 3.7 66,579 3.7 48,251 3.3
Commissions and floor brokerage 20,434 2.4 16,690 2.1 42,090 2.3 34,182 2.4
Interest expense 32,799 3.9 33,801 4.3 65,251 3.6 58,455 4.0
Other expenses 44,988 5.5 24,654 3.3 76,538 4.3 35,401 2.5
Total expenses 773,643 91.5 711,686 90.8 1,620,625 90.0 1,298,208 89.6
Other income (losses), net:
Gains (losses) on divestitures and sale of investments 20,000 2.5 — — 20,000 1.1 — —
Gains (losses) on equity method investments 5,727 0.7 2,379 0.3 10,312 0.6 4,737 0.3
Other income (loss) 1,314 0.2 581 0.1 3,677 0.2 483 0.1
Total other income (losses), net 27,041 3.2 2,960 0.4 33,989 1.9 5,220 0.4
Income (loss) from operations before income taxes 98,943 11.7 75,278 9.6 214,390 11.9 155,256 10.7
Provision (benefit) for income taxes 30,106 3.6 19,063 2.4 62,089 3.4 45,612 3.1
Consolidated net income (loss) $ 68,837 8.1 % $ 56,215 7.2 % $ 152,301 8.5 % $ 109,644 7.6 %
Less: Net income (loss) attributable to noncontrolling interest in subsidiaries (3,650) (0.5) (1,330) (0.1) (4,334) (0.2) (3,065) (0.2)
Net income (loss) available to common stockholders $ 72,487 8.6 % $ 57,545 7.3 % $ 156,635 8.7 % $ 112,709 7.8 %
____________________________
1The components of Equity-based compensation and allocations of net income to limited partnership units are as follows (in thousands):
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Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Actual Results Percentage of Total Revenues Actual Results Percentage of Total Revenues Actual Results Percentage of Total Revenues Actual Results Percentage of Total Revenues
Issuance of common stock and grants of exchangeability $ 31,130 3.7 % $ 35,823 4.5 % $ 62,326 3.5 % $ 62,464 4.3 %
Allocations of net income and dividend equivalents 598 0.1 534 0.1 1,514 0.1 1,085 0.1
RSU, RSU Tax Account, and restricted stock amortization 43,829 5.1 47,569 6.1 95,158 5.2 95,700 6.6
Equity-based compensation and allocations of net income to limited partnership units $ 75,557 8.9 % $ 83,926 10.7 % $ 158,998 8.8 % $ 159,249 11.0 %
Three Months Ended June 30, 2026 compared to Three Months Ended June 30, 2025
Revenues
Brokerage Revenues
Total brokerage revenues increased by $51.5 million, or 7.2%, to $771.4 million for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025. Commissions revenues increased by $49.7 million, or 8.3%, to $649.2 million for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025. Principal transactions revenues increased by $1.9 million, or 1.5%, to $122.3 million for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025.
Our ECS revenues increased by $13.8 million, or 5.3%, to $275.5 million for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025, driven by strong growth across our shipping, environmental, and commodities businesses, partially offset by lower oil and refined products volumes due to disruptions caused by the Strait of Hormuz closure.
Our Rates revenues increased by $21.3 million, or 10.6%, to $221.9 million for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025, reflecting higher volumes across all major Rates products during the quarter.
Our FX revenues increased by $10.2 million, or 9.4%, to $118.7 million for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025, primarily due to strong volume growth in emerging market and G10 products, and precious metals.
Our Credit revenues increased by $4.0 million, or 5.4%, to $79.3 million for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025, driven by PortfolioMatch, along with higher European and emerging market credit volumes.
Our Equities revenues increased by $2.1 million, or 2.8%, to $76.0 million for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025, reflecting strong U.S. equities volumes, partially offset by lower European equity derivative activity.
Fees from Related Parties
Fees from related parties increased by $0.3 million, or 4.8%, to $5.5 million for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025, primarily driven by an increase in revenues in connection with services provided to Cantor, such as accounting, occupancy, and legal.
Data, Network and Post-Trade
Data, network and post-trade revenues increased by $1.2 million, or 3.4%, to $36.7 million for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025. This growth was primarily driven by Lucera and Fenics Market Data, partially offset by lower revenues due to the sale of kACE in the fourth quarter of 2025. Excluding kACE, Data, network and post-trade revenues grew by 18.6% for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025.
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Interest and Dividend Income
Interest and dividend income increased by $11.4 million, or 75.0%, to $26.7 million for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025. This was primarily driven by an increase in dividend income from investments, partially offset by a decrease in interest income from lendings to Cantor under the BGC Credit Agreement in the second quarter of 2025.
Other Revenues
Other revenues decreased by $2.9 million, or 35.7%, to $5.2 million for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025, primarily driven by a decrease in consulting income.
Expenses
Compensation and Employee Benefits
Compensation and employee benefits expense increased by $33.5 million, or 8.0%, to $449.9 million for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025. The increase was primarily attributable to increases from higher commissionable revenues.
Equity-Based Compensation and Allocations of Net Income to Limited Partnership Units
Equity-based compensation and allocations of net income to limited partnership units decreased by $8.4 million, or 10.0%, to $75.6 million for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025 primarily due to a decrease in both issuance of common stock and amortization expense of RSUs granted to employees.
Occupancy and Equipment
Occupancy and equipment expense increased by $0.8 million, or 1.7%, to $47.3 million for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025. This increase was primarily driven by increases in software licensing and maintenance costs and rent expenses.
Fees to Related Parties
Fees to related parties decreased by $0.7 million, or 6.6%, to $9.7 million for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025. Fees to related parties are primarily allocations paid to Cantor for administrative and support services, such as accounting, occupancy, and legal.
Professional and Consulting Fees
Professional and consulting fees increased by $1.5 million, or 9.3%, to $17.3 million for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025, which was primarily driven by an increase in audit, tax, consulting charges and legal fees.
Communications
Communications expense increased by $3.6 million, or 10.3%, to $38.2 million for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025, which was primarily driven by an increase in various terminal and line service costs across market data and communications.
Selling and Promotion
Selling and promotion expense increased by $8.6 million, or 30.0%, to $37.4 million for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025, which was primarily driven by an increase in business related travel and client entertainment.
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Commissions and Floor Brokerage
Commissions and floor brokerage expense increased by $3.7 million, or 22.4%, to $20.4 million for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025, which was primarily driven by higher trade volumes and composition of trades in the three months ended June 30, 2026.
Interest Expense
Interest expense decreased by $1.0 million, or 3.0%, to $32.8 million for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025, which was primarily driven by the repayments in full of the $288.2 million outstanding aggregate principal amount of BGC Group 4.375% Senior Notes and the $11.8 million outstanding aggregate principal amount of BGC Partners 4.375% Senior Notes on December 15, 2025. This was partially offset by an increase in interest expense incurred on the Revolving Credit Agreement due to a higher average outstanding balance.
Other Expenses
Other expenses increased by $20.3 million, or 82.5%, to $45.0 million for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025, which was primarily due to an increased accrual related to the U.K. Tax Matter.
Other Income (Losses), Net
Gains (Losses) on Divestitures and Sale of Investments
Gains (losses) on divestitures and sale of investments increased by $20.0 million, for the three months ended June 30, 2026, related to contingent consideration realized and earned in connection with the sale of kACE in the fourth quarter of 2025, as compared to no such gains or losses during the three months ended June 30, 2025.
Gains (Losses) on Equity Method Investments
Gains (losses) on equity method investments increased by $3.3 million, or 140.7%, to $5.7 million for the three months ended June 30, 2026 as compared to a gain of $2.4 million for the three months ended June 30, 2025.
Other Income (Loss)
Other income (loss) increased by $0.7 million to income of $1.3 million for the three months ended June 30, 2026 as compared to income of $0.6 million for the three months ended June 30, 2025, which was primarily driven by present value adjustments to contingent consideration liabilities from previous acquisitions.
Provision (Benefit) for Income Taxes
Provision (benefit) for income taxes increased by $11.0 million, or 57.9%, to $30.1 million for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025. The increase was primarily driven by a change in the level, geographical, and business mix of earnings, which can impact our consolidated effective tax rate from period to period.
Net Income (Loss) Attributable to Noncontrolling Interest in Subsidiaries
Net income (loss) attributable to noncontrolling interest in subsidiaries was a loss of $3.7 million for the three months ended June 30, 2026 as compared to a loss of $1.3 million for the three months ended June 30, 2025.
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Six Months Ended June 30, 2026 compared to Six Months Ended June 30, 2025
Revenues
Brokerage Revenues
Total brokerage revenues increased by $336.6 million, or 25.3%, to $1,667.3 million for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025. Commissions revenues increased by $307.9 million, or 28.1%, to $1,402.1 million for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025. Principal transactions revenues increased by $28.7 million, or 12.1%, to $265.1 million for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025.
Our ECS revenues increased by $193.9 million, or 47.1%, to $605.4 million for the six months ended June 30, 2026, as compared to the six months ended June 30, 2025, which was driven by OTC Global and strong organic growth across our shipping, environmental and commodities businesses. While heightened volatility across energy markets associated with the Iran conflict during the first quarter 2026 contributed incrementally to customer activity, revenue growth was principally driven by the aforementioned factors. These benefits were partially offset by lower oil and refined product volumes in the second quarter of 2026 due to disruptions caused by the Strait of Hormuz closure. Excluding OTC Global, ECS revenues grew by 23.0% for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025.
Our Rates revenues increased by $76.6 million, or 19.1%, to $478.1 million for the six months ended June 30, 2026, as compared to the six months ended June 30, 2025, reflecting higher volumes across all major interest rate products.
Our FX revenues increased by $31.2 million, or 14.3%, to $249.7 million for the six months ended June 30, 2026, as compared to the six months ended June 30, 2025, which was primarily due to strong growth in emerging market currencies.
Our Credit revenues increased by $11.2 million, or 6.9%, to $173.4 million for the six months ended June 30, 2026, as compared to the six months ended June 30, 2025. This increase was primarily driven by PortfolioMatch along with higher emerging market and European credit volumes.
Our Equities revenues increased by $23.7 million, or 17.3%, to $160.6 million for the six months ended June 30, 2026, as compared to the six months ended June 30, 2025, which was primarily driven by strong U.S. and European equity volumes.
Fees from Related Parties
Fees from related parties increased by $0.1 million, or 1.3%, to $9.8 million for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025, which was primarily driven by an increase in revenues in connection with services provided to Cantor, such as accounting, occupancy, and legal.
Data, Network and Post-Trade
Data, network and post-trade revenues increased by $3.2 million, or 4.7%, to $71.1 million for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025. This increase was primarily driven by strong revenue growth across Lucera and Fenics Market Data, which was partially offset by lower revenues resulting from the sale of kACE in the fourth quarter of 2025.
Interest and Dividend Income
Interest and dividend income increased by $10.4 million, or 38.6%, to $37.3 million for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025. The increase was primarily driven by an increase in dividend income from the Company’s investments. This was partially offset by a decrease in interest income from lendings to Cantor under the BGC Credit Agreement in the second quarter of 2025.
Other Revenues
Other revenues increased by $2.5 million, or 19.3%, to $15.5 million for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025, primarily driven by an increase in consulting income.
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Expenses
Compensation and Employee Benefits
Compensation and employee benefits expense increased by $229.2 million, or 30.2%, to $987.3 million for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025, which was primarily driven by the operations of OTC Global and higher commissionable revenues.
Equity-Based Compensation and Allocations of Net Income to Limited Partnership Units
Equity-based compensation and allocations of net income to limited partnership units decreased by $0.3 million, or 0.2%, to $159.0 million for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025. The decrease is primarily due to decreases in amortization on RSUs driven by lower accelerations, partially offset by increased amortization as a result of newly granted RSUs.
Occupancy and Equipment
Occupancy and equipment expense increased by $6.0 million, or 6.7%, to $95.0 million for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025. This increase was primarily driven by the operations of OTC Global and an increase in software licenses.
Fees to Related Parties
Fees to related parties decreased by $1.0 million, or 5.1%, to $17.8 million for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025. Fees to related parties are primarily allocations paid to Cantor for administrative and support services, such as accounting, occupancy and legal.
Professional and Consulting Fees
Professional and consulting fees increased by $2.7 million, or 8.6%, to $34.2 million for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025, primarily driven by increases in audit, tax, and consulting charges and regulatory fees.
Communications
Communications expense increased by $11.6 million, or 17.8%, to $76.9 million for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025, primarily driven by the operations of OTC Global and increases in various terminal and line service costs across market data and communications.
Selling and Promotion
Selling and promotion expense increased by $18.3 million, or 38.0%, to $66.6 million for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025, primarily driven by the operations of OTC Global and an increase in business related travel and client entertainment.
Commissions and Floor Brokerage
Commissions and floor brokerage expense increased by $7.9 million, or 23.1%, to $42.1 million for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025, which was primarily driven by timing and composition of trades in the six months ended June 30, 2026.
Interest Expense
Interest expense increased by $6.8 million, or 11.6%, to $65.3 million for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025, primarily driven by the issuance of the BGC Group 6.150% Senior Notes in April 2025, partially offset by a reduction of interest expense due to the repayments in full of the $288.2 million outstanding aggregate principal amount of BGC Group 4.375% Senior Notes and the $11.8 million outstanding aggregate principal amount of BGC Partners 4.375% Senior Notes on December 15, 2025.
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Other Expenses
Other expenses increased by $41.1 million, or 116.2%, to $76.5 million for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025, which was primarily due to the operations of OTC Global, as well as higher amortization expense related to the acquisitions of OTC Global and Sage. Additionally, there was an increased accrual related to the U.K. Tax Matter, as compared to the six months ended June 30, 2025.
Other Income (Losses), net
Gains (Losses) on Divestitures and Sale of Investments
Gains (losses) on divestitures and sale of investments increased by $20.0 million, for the six months ended June 30, 2026, related to contingent consideration realized and earned in connection with the sale of kACE in the fourth quarter of 2025, as compared to no such gains or losses during the six months ended June 30, 2025.
Gains (Losses) on Equity Method Investments
Gains (losses) on equity method investments increased by $5.6 million, or 117.7%, to $10.3 million, for the six months ended June 30, 2026 as compared to $4.7 million for the six months ended June 30, 2025.
Other Income (Loss)
Other income (loss) increased by $3.2 million to a gain of $3.7 million for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025, primarily driven by a $2.7 million unrealized gain for the six months ended June 30, 2026 related to fair value adjustments on investments carried under the measurement alternative compared to the six months ended June 30, 2025.
Provision (Benefit) for Income Taxes
Provision (benefit) for income taxes increased by $16.5 million, or 36.1%, to $62.1 million for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025. This increase was primarily driven by changes in the geographical and business mix of earnings, which can impact our consolidated effective tax rate from period to period.
Net Income (Loss) Attributable to Noncontrolling Interest in Subsidiaries
Net income (loss) attributable to noncontrolling interest in subsidiaries was a loss of $4.3 million for the six months ended June 30, 2026 as compared to a loss of $3.1 million for the six months ended June 30, 2025.
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QUARTERLY RESULTS OF OPERATIONS
The following table sets forth our unaudited quarterly results of operations for the indicated periods (in thousands). Results of any period are not necessarily indicative of results for a full year and may, in certain periods, be affected by seasonal fluctuations in our business.1
June 30, 2026 March 31, 2026 December 31, 2025 September 30, 2025 June 30, 2025 March 31, 2025 December 31, 2024 September 30, 2024
Revenues:
Commissions $ 649,171 $ 752,935 $ 590,187 $ 573,159 $ 599,496 $ 494,711 $ 431,469 $ 407,095
Principal transactions 122,257 142,892 104,398 99,951 120,403 116,078 84,590 93,551
Fees from related parties 5,493 4,296 4,597 4,453 5,241 4,422 6,558 5,106
Data, network and post-trade 36,677 34,468 36,669 34,349 35,462 32,500 32,587 32,661
Interest and dividend income 26,713 10,579 12,889 14,039 15,268 11,629 12,370 16,944
Other revenues 5,234 10,311 7,627 10,898 8,134 4,900 4,758 5,754
Total revenues 845,545 955,481 756,367 736,849 784,004 664,240 572,332 561,111
Expenses:
Compensation and employee benefits 449,946 537,339 497,638 400,262 416,463 341,648 289,608 271,307
Equity-based compensation and allocations of net income to limited partnership units 75,557 83,441 95,892 74,447 83,926 75,323 121,165 85,690
Total compensation and employee benefits 525,503 620,780 593,530 474,709 500,389 416,971 410,773 356,997
Occupancy and equipment 47,272 47,731 47,549 47,614 46,478 42,569 42,278 45,195
Fees to related parties 9,721 8,073 10,191 9,346 10,409 8,350 9,054 8,251
Professional and consulting fees 17,266 16,920 17,269 18,303 15,796 15,669 17,701 20,184
Communications 38,212 38,689 35,517 35,628 34,659 30,629 30,028 30,416
Selling and promotion 37,448 29,131 30,525 26,461 28,810 19,441 18,605 17,376
Commissions and floor brokerage 20,434 21,656 18,737 17,340 16,690 17,492 18,453 17,539
Interest expense 32,799 32,452 33,040 33,823 33,801 24,654 24,263 25,125
Other expenses 44,988 31,550 26,997 42,384 24,654 10,747 14,847 26,955
Total expenses 773,643 846,982 813,355 705,608 711,686 586,522 586,002 548,038
Other income (losses), net:
Gain (loss) on divestiture and sale of investments 20,000 — 66,718 — — — 38,769 —
Gains (losses) on equity method investments 5,727 4,585 1,301 2,290 2,379 2,358 1,536 2,360
Other income (loss) 1,314 2,363 13,964 (35) 581 (98) 537 4,276
Total other income (losses), net 27,041 6,948 81,983 2,255 2,960 2,260 40,842 6,636
Income (loss) from operations before income taxes 98,943 115,447 24,995 33,496 75,278 79,978 27,172 19,709
Provision (benefit) for income taxes 30,106 31,983 14,162 7,434 19,063 26,549 3,873 5,996
Consolidated net income (loss) $ 68,837 $ 83,464 $ 10,833 $ 26,062 $ 56,215 $ 53,429 $ 23,299 $ 13,713
Less: Net income (loss) attributable to noncontrolling interest in subsidiaries (3,650) (684) (3,538) (1,820) (1,330) (1,735) (1,904) (1,034)
Net income (loss) available to common stockholders $ 72,487 $ 84,148 $ 14,371 $ 27,882 $ 57,545 $ 55,164 $ 25,203 $ 14,747
____________________________
1 The Company completed its acquisition of OTC Global on April 1, 2025. Its results are included beginning with the quarter ended June 30, 2025 and are not reflected in periods ending on or before March 31, 2025, which affects the comparability of sequential quarterly amounts and period-over-period changes.
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The table below details our brokerage revenues by product category for the indicated periods1 (dollar amounts in thousands):
June 30, 2026 March 31, 2026 December 31, 2025 September 30, 2025 June 30, 2025 March 31, 2025 December 31, 2024 September 30, 2024
Brokerage revenue by product:
ECS $ 275,471 $ 329,970 $ 257,451 $ 241,622 $ 261,640 $ 149,937 $ 134,104 $ 112,921
Rates 221,917 256,223 197,352 195,328 200,579 200,945 169,591 174,313
FX 118,687 131,033 102,841 106,672 108,452 110,035 93,648 92,076
Credit 79,319 94,078 64,284 69,085 75,282 86,936 62,404 68,000
Equities 76,034 84,523 72,657 60,403 73,946 62,936 56,313 53,336
Total brokerage revenues $ 771,428 $ 895,827 $ 694,585 $ 673,110 $ 719,899 $ 610,789 $ 516,060 $ 500,646
Brokerage revenue by product (percentage):
ECS 35.7 % 36.8 % 37.1 % 35.9 % 36.3 % 24.5 % 26.0 % 22.6 %
Rates 28.8 28.6 28.4 29.0 27.9 33.0 32.9 34.7
FX 15.4 14.6 14.8 15.8 15.1 18.0 18.1 18.4
Credit 10.3 10.5 9.3 10.3 10.5 14.2 12.1 13.6
Equities 9.8 9.4 10.5 9.0 10.3 10.3 10.9 10.7
Total brokerage revenues 100.0 % 100.0 % 100.0 % 100.0 % 100.0 % 100.0 % 100.0 % 100.0 %
Brokerage revenue by type:
Voice/Hybrid $ 621,899 $ 723,357 $ 567,360 $ 547,434 $ 592,534 $ 470,664 $ 406,545 $ 391,264
Fully Electronic2 149,529 172,470 127,225 125,676 127,365 140,125 109,515 109,382
Total brokerage revenues $ 771,428 $ 895,827 $ 694,585 $ 673,110 $ 719,899 $ 610,789 $ 516,060 $ 500,646
____________________________
1The Company completed its acquisition of OTC Global on April 1, 2025. Its results are included beginning with the quarter ended June 30, 2025 and are not reflected in periods ending on or before March 31, 2025, which affects the comparability of sequential quarterly amounts and period-over-period changes.
2Includes Fenics Integrated.
LIQUIDITY AND CAPITAL RESOURCES
Balance Sheet
Our balance sheet and business model are not capital intensive. Our assets consist largely of Cash and cash equivalents, collateralized and uncollateralized short-dated receivables and less liquid assets needed to support our business. Longer-term capital (equity and notes payable) is held to support the less liquid assets and potential capital investment opportunities. Total assets as of June 30, 2026 were $5.8 billion, an increase of 30.4% as compared to December 31, 2025. The increase in total assets was driven primarily by an increase in Receivables from broker-dealers, clearing organizations, customers and related broker-dealers, Accrued commissions and other receivables, net and Loans, forgivable loans and other receivables from employees and partners, net. We maintain a significant portion of our assets in Cash and cash equivalents and Financial instruments owned, at fair value, with Cash and cash equivalents as of June 30, 2026 of $766.9 million, and our Liquidity as of June 30, 2026 of $861.4 million. See “Liquidity Analysis” below for a further discussion of our Liquidity and a reconciliation to the most comparable GAAP financial measure. Our Financial instruments owned, at fair value, were $94.6 million as of June 30, 2026, compared to $127.6 million as of December 31, 2025.
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Funding
Our funding base consists of longer-term capital (equity and notes payable) and shorter-term liabilities incurred through the normal course of business. We have limited need for short-term unsecured funding in our regulated entities for their brokerage business. Contingent liquidity needs are largely limited to potential cash collateral that may be needed to meet clearing bank, clearinghouse, and exchange margins and/or to fund fails. Current cash and cash equivalent balances exceed our potential normal course contingent liquidity needs. We believe that cash and cash equivalents in and available to our largest regulated entities, inclusive of financing provided by clearing banks and cash segregated under regulatory requirements, is adequate for potential cash demands of normal operations, such as margin or financing of fails. We expect our operating activities going forward to generate adequate cash flows to fund normal operations, share repurchases, and any dividends paid pursuant to our dividend policy. However, we continually evaluate opportunities for growth and to further enhance our strategic position, including, among other things, acquisitions, strategic alliances and joint ventures potentially involving all types and combinations of equity, debt and acquisition alternatives. As a result, we may need to raise additional funds to:
•increase the regulatory net capital necessary to support operations;
•support continued growth in our businesses;
•effect acquisitions, strategic alliances, joint ventures and other transactions;
•develop new or enhanced products, services and markets; and
•respond to competitive pressures.
Acquisitions and financial reporting obligations related thereto may impact our ability to access longer term capital markets funding on a timely basis and may necessitate greater short-term borrowings in the interim. This may impact our credit rating or our costs of borrowing. We may need to access short-term capital sources to meet business needs from time to time, including, but not limited to, conducting operations; hiring or retaining brokers, salespeople, managers, technology professionals and other front-office personnel; financing acquisitions; and providing liquidity, including in situations where we may not be able to access the capital markets in a timely manner when desired by us. Accordingly, we cannot guarantee that we will be able to obtain additional financing when needed on terms that are acceptable to us, if at all.
As discussed below, our Liquidity remained strong at $861.4 million as of June 30, 2026, which can be used for share repurchases, dividends, acquisitions, new hires, tax payments, ordinary movements in working capital, and our continued investment in Fenics Growth Platforms. During the six months ended June 30, 2026, we repurchased 10.4 million shares of BGC Class A common stock for aggregate consideration of $114.6 million, representing a weighted-average price per share of $10.97.
On July 29, 2026, our Board declared a quarterly qualified cash dividend of $0.02 per share payable on September 2, 2026 to BGC Class A and Class B common stockholders of record as of August 19, 2026, which is the same date as the ex-dividend date. Our current capital allocation priorities are to return capital to stockholders and to continue investing in the growth of our business.
Notes Payable and Other Borrowings
Unsecured Senior Revolving Credit Agreement
On April 26, 2024, we amended and restated the Revolving Credit Agreement, to, among other things, extend the maturity date to April 26, 2027. On December 6, 2024, we amended the amended and restated Revolving Credit Agreement, as theretofore amended, to increase the size of the credit facility to $700.0 million. On May 15, 2026, we again amended and restated the Revolving Credit Agreement to, among other things, extend the maturity date to May 15, 2030, and provide us with the right to increase the size of the credit facility to $900.0 million, subject to certain conditions being met.
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As of January 1, 2025, we had $200.0 million of borrowings outstanding under the Revolving Credit Agreement. On March 12, 2025, we borrowed $25.0 million under the Revolving Credit Agreement for general corporate purposes, and on March 31, 2025, we borrowed $325.0 million under the Revolving Credit Agreement and used a portion of the proceeds from such borrowing to acquire OTC Global. On April 3, 2025, we repaid in full the $550.0 million of borrowings outstanding under the Revolving Credit Agreement. On May 13, 2025, we borrowed $140.0 million under the Revolving Credit Agreement, and on June 13, 2025, we borrowed an additional $15.0 million, for general corporate purposes. On June 30, 2025, we repaid $70.0 million of borrowings outstanding under the Revolving Credit Agreement. On September 30, 2025, we repaid in full the $85.0 million of borrowings outstanding under the Revolving Credit Agreement. On December 12, 2025, we borrowed $240.0 million under the Revolving Credit Agreement for general corporate purposes. On May 5, 2026, we repaid $25.0 million of the $240.0 million of borrowings outstanding under the Revolving Credit Agreement. On May 14, 2026, we borrowed $25.0 million under the Revolving Credit Agreement, and on June 5, 2026, we borrowed $50.0 million under the Revolving Credit Agreement, for general corporate purposes. On June 30, 2026, we repaid $50.0 million of the $290.0 million of borrowings outstanding under the Revolving Credit Agreement.
There were $240.0 million in borrowings outstanding under the Revolving Credit Agreement as of June 30, 2026. We recorded interest expense related to the Revolving Credit Agreement of $4.1 million and $8.2 million during the three and six months ended June 30, 2026, respectively. We recorded interest expense related to the Revolving Credit Agreement of $2.3 million and $6.3 million during the three and six months ended June 30, 2025, respectively.
See Note 17—“Notes Payable and Other Borrowings” to our unaudited Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for more information regarding our Revolving Credit Agreement.
BGC Credit Agreement with Cantor
On March 8, 2024, we entered into an amendment to the BGC Credit Agreement which amends the BGC Credit Agreement to provide that the parties and their respective subsidiaries may borrow up to an aggregate principal amount of $400.0 million from each other from time to time at an interest rate equal to 25 basis points less than the interest rate on the respective borrower’s short-term borrowings rate then in effect. On June 7, 2024, we entered into a third amendment to the BGC Credit Agreement. The third amendment provides that the parties and their respective subsidiaries may borrow up to the total available aggregate principal amount of $400.0 million pursuant to a new category of “FICC-GSD Margin Loans.” All other terms of the BGC Credit Agreement, including terms applicable to loans made thereunder that are not FICC-GSD Margin Loans, remain the same.
On April 4, 2025, Cantor borrowed $120.0 million from us under the BGC Credit Agreement. Cantor partially repaid us $15.0 million on April 14, 2025 and $28.0 million on June 5, 2025. On June 30, 2025, Cantor repaid in full to us the outstanding principal of $77.0 million borrowed from us under the BGC Credit Agreement, plus accrued interest. These borrowings were not considered FICC-GSD Margin Loans. The average interest rate on borrowings under this facility was 6.17% during the year ended December 31, 2025. As of both June 30, 2026 and December 31, 2025, there were no borrowings by Cantor outstanding under the BGC Credit Agreement. We did not record any interest income related to the BGC Credit Agreement for the three and six months ended June 30, 2026. We recorded interest income related to the BGC Credit Agreement of $1.5 million for both the three and six months ended June 30, 2025.
On November 12, 2025, we borrowed $20.0 million from Cantor under the BGC Credit Agreement for general corporate purposes. As of December 31, 2025, there were $20.0 million of borrowings by us outstanding under the BGC Credit Agreement. These borrowings were not considered FICC-GSD Margin Loans. On January 9, 2026, we repaid in full the principal and interest related to the $20.0 million of borrowings outstanding under the BGC Credit Agreement. As of June 30, 2026, there were no borrowings by us outstanding under the BGC Credit Agreement. We did not record any interest expense related to the BGC Credit Agreement during the three months ended June 30, 2026. We recorded nil interest expense related to the BGC Credit Agreement for the six months ended June 30, 2026. We did not record any interest expense related to the BGC Credit Agreement for both the three and six months ended June 30, 2025.
See “Balance Sheet” herein, and Note 13—“Related Party Transactions,” and Note 17—“Notes Payable and Other Borrowings” to our unaudited Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for information regarding our BGC Credit Agreement with Cantor.
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Exchange Offer
See Note 17—“Notes Payable and Other Borrowings” to our unaudited Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for information regarding our Exchange Offer.
4.375% Senior Notes due December 15, 2025
The BGC Group 4.375% Senior Notes and the BGC Partners 4.375% Senior Notes matured on December 15, 2025. On December 15, 2025, we repaid the $288.2 million aggregate principal amount outstanding plus accrued interest on the BGC Group 4.375% Senior Notes and the $11.8 million aggregate principal amount outstanding plus accrued interest on the BGC Partners 4.375% Senior Notes using cash on hand and borrowings under the Revolving Credit Agreement.
BGC Group recorded interest expense related to the BGC Group 4.375% Senior Notes of $3.3 million and $6.7 million, for the three and six months ended June 30, 2025, respectively. BGC Partners recorded interest expense related to the BGC Partners 4.375% Senior Notes of $0.1 million and $0.3 million for the three and six months ended June 30, 2025, respectively.
8.000% Senior Notes due May 25, 2028
The outstanding aggregate principal amount of BGC Group 8.000% Senior Notes, which are general senior unsecured obligations of BGC Group, was $347.2 million as of both June 30, 2026 and December 31, 2025. BGC Group recorded interest expense related to the BGC Group 8.000% Senior Notes of $7.1 million for both the three months ended June 30, 2026 and 2025. BGC Group recorded interest expense related to the BGC Group 8.000% Senior Notes of $14.3 million for both the six months ended June 30, 2026 and 2025.
On August 21, 2024, we repurchased $0.5 million of outstanding aggregate principal amount, plus accrued interest, of BGC Partners 8.000% Senior Notes for $0.5 million. The outstanding aggregate principal amount of BGC Partners 8.000% Senior Notes, which are general senior unsecured obligations of BGC Partners, was $2.3 million as of both June 30, 2026 and December 31, 2025. BGC Partners recorded interest expense related to the BGC Partners 8.000% Senior Notes of nil for both the three months ended June 30, 2026 and 2025. BGC Partners recorded interest expense related to the BGC Partners 8.000% Senior Notes of $0.1 million for both the six months ended June 30, 2026 and 2025.
6.600% Senior Notes due June 10, 2029
The outstanding aggregate principal amount of BGC Group 6.600% Senior Notes, which are general senior unsecured obligations of BGC Group, was $500.0 million as of both June 30, 2026 and December 31, 2025. BGC Group recorded interest expense related to the BGC Group 6.600% Senior Notes of $8.5 million for both the three months ended June 30, 2026 and 2025. BGC Group recorded interest expense related to the BGC Group 6.600% Senior Notes of $17.0 million for both the six months ended June 30, 2026 and 2025.
6.150% Senior Notes due April 2, 2030
The outstanding aggregate principal amount of BGC Group 6.150% Senior Notes, which are general senior unsecured obligations of BGC Group, was $700.0 million as of both June 30, 2026 and December 31, 2025. BGC Group recorded interest expense related to the BGC Group 6.150% Senior Notes of $11.1 million and $22.3 million for the three and six months ended June 30, 2026, respectively. BGC Group recorded interest expense related to the BGC Group 6.150% Senior Notes of $10.9 million for both the three and six months ended June 30, 2025.
See Note 13—“Related Party Transactions” and Note 17—“Notes Payable and Other Borrowings” to our unaudited Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for information regarding our senior notes.
Weighted-average Interest Rate
For the three months ended June 30, 2026 and 2025, the weighted-average interest rate of our total Notes payable and other borrowings, which include our Revolving Credit Agreement, Company Debt Securities, and BGC Credit Agreement, was 6.55% and 6.32%, respectively.
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Short-term Borrowings
On August 23, 2017, BGC Partners entered into a committed unsecured credit agreement with Itau Unibanco S.A. The agreement provided for an intra-day overdraft credit line up to $9.7 million (BRL 50.0 million). On May 22, 2023 the agreement was renegotiated, increasing the credit line to $13.5 million (BRL 70.0 million). This agreement is renewable every 90 days and the next maturity date is October 21, 2026. The agreement bears a fee of 1.32% per year. As of both June 30, 2026 and December 31, 2025, there were no borrowings outstanding under this agreement. The bank fees related to the agreement were nil for both the three months ended June 30, 2026 and 2025. The bank fees related to the agreement were $0.1 million for both the six months ended June 30, 2026 and 2025.
See Note 17—“Notes Payable and Other Borrowings” to our unaudited Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for information regarding our short-term borrowings.
Market-Making Registration Statements
On November 8, 2024, we filed a resale registration statement on Form S-3 pursuant to which CF&Co could make offers and sales of the BGC Group 4.375% Senior Notes, BGC Group 8.000% Senior Notes and BGC Group 6.600% Senior Notes in connection with ongoing market-making transactions which could occur from time to time. Market-making transactions pursuant to this resale registration statement were terminated on November 10, 2025 in connection with the filing of a replacement market-making resale registration statement.
On November 10, 2025, we filed a resale registration statement on Form S-3 pursuant to which CF&Co may make offers and sales of the BGC Group 4.375% Senior Notes, BGC Group 8.000% Senior Notes, BGC Group 6.600% Senior Notes, and BGC Group 6.150% Senior Notes in connection with ongoing market-making transactions, which may occur from time to time. Such market-making transactions in these securities may occur in the open market or may be privately negotiated at prevailing market prices at the time of resale or at related or negotiated prices. Neither CF&Co, nor any of our other affiliates, has any obligation to make a market in our securities, and CF&Co, or any such other affiliate, may discontinue market-making activities at any time without notice.
DEBT REPURCHASE PROGRAM
See Note 13—“Related Party Transactions” to our unaudited Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q under the heading “Other Transactions with CF&Co” for information about our Board-authorized debt repurchase program.
LIQUIDITY ANALYSIS
We consider our Liquidity, a non-GAAP financial measure, to be comprised of the sum of Cash and cash equivalents, Reverse Repurchase Agreements, and Financial instruments owned, at fair value, less Securities loaned and Repurchase Agreements. We consider liquidity to be an important metric for determining the amount of cash that is available or that could be readily available to us on short notice. The discussion below describes the key components of our Liquidity analysis. We believe our cash, cash flows, and financing arrangements are sufficient to support our cash requirements for the next twelve months and beyond.
We consider the following in analyzing changes in our Liquidity:
•Our Liquidity analysis includes a comparison of our Consolidated net income (loss) adjusted for certain non-cash items (e.g., equity-based compensation) as presented on the cash flow statement. Dividends are payments made to our holders of common shares and are related to earnings from prior periods. These timing differences will impact our cash flows in a given period;
•Our investing and funding activities represent a combination of our capital raising activities, including short-term borrowings and repayments, BGC Class A common stock repurchases, purchases and sales of securities, dispositions, and other investments (e.g., acquisitions, forgivable loans to new brokers and capital expenditures—all net of depreciation and amortization);
•Our securities settlement activities primarily represent deposits with clearing organizations;
•Other changes in working capital represent changes primarily in receivables and payables and accrued liabilities that impact our Liquidity; and
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•Changes in Reverse Repurchase Agreements and Financial instruments owned, at fair value may result from additional cash investments or sales, which will be offset by a corresponding change in Cash and cash equivalents and, accordingly, will not result in a change in our Liquidity. Conversely, changes in the market value of such securities are reflected in our earnings or other comprehensive income (loss) and will result in changes in our Liquidity.
Discussion of the six months ended June 30, 2026
The table below presents our Liquidity Analysis as of June 30, 2026 and December 31, 2025:
June 30, 2026 December 31, 2025
(in thousands)
Cash and cash equivalents $ 766,854 $ 851,502
Financial instruments owned, at fair value 94,550 127,614
Total $ 861,404 $ 979,116
The $117.7 million decrease in our Liquidity position from $979.1 million as of December 31, 2025 to $861.4 million as of June 30, 2026 was primarily related to repayment of the $20.0 million outstanding under the BGC Credit Agreement and $80.6 million of payments for tax obligations related to equity awards. Furthermore, there were dividends to stockholders of $19.4 million, share repurchases of $114.7 million, and capitalized expenditures of $27.8 million.
The remaining movement in Cash and cash equivalents balances was primarily due to an increase in cash provided by operating activities of $181.8 million during the six months ended June 30, 2026. Net cash provided by operating activities increased during the six months ended June 30, 2026, primarily due to a $381.4 million increase in net income adjusted for non-cash items, which reflected higher earnings driven by increased revenues. This increase was partially offset by net working capital cash outflows of $199.6 million during the six months ended June 30, 2026.
The change in working capital was primarily driven by an increase in accrued commissions receivable, net, of $109.6 million, due to higher revenues and the timing of collections, as well as a $102.5 million increase in loans, forgivable loans, and other receivables from employees and partners, largely attributable to higher loan activity and the timing of issuances relative to collections. Financial instruments owned at fair value decreased from $127.6 million as of December 31, 2025 to $94.6 million as of June 30, 2026 due to the sale of treasury bills during the six months ended June 30, 2026.
Discussion of the six months ended June 30, 2025
The table below presents our Liquidity Analysis as of June 30, 2025 and December 31, 2024:
June 30, 2025 December 31, 2024
(in thousands)
Cash and cash equivalents $ 827,844 $ 711,584
Financial instruments owned, at fair value 139,470 186,197
Total $ 967,314 $ 897,781
The $69.5 million increase in our Liquidity position from $897.8 million as of December 31, 2024 to $967.3 million as of June 30, 2025 was primarily related to the issuance of an aggregate of $700.0 million principal amount of BGC Group 6.150% Senior Notes, partially offset by a $115.0 million net decrease in borrowings under the Revolving Credit Agreement and $262.8 million of cash payments for the acquisition of OTC Global, net of cash acquired. The remaining movement in Cash and cash equivalents balance was primarily due to earnings, offset by share repurchases of $171.6 million, capitalized expenditures of $29.9 million, dividends to stockholders of $19.6 million, tax payments and ordinary movements in working capital. Financial instruments owned at fair value decreased from $186.2 million as of December 31, 2024 to $139.5 million as of June 30, 2025 due to the sale of treasury bills during the six months ended June 30, 2025.
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CREDIT RATINGS
As of June 30, 2026, our public long-term credit ratings and associated outlooks were as follows:
Rating Outlook
Fitch Ratings Inc. BBB- Stable
Standard & Poor’s BBB- Stable
Japan Credit Rating Agency, Ltd. BBB+ Stable
Kroll Bond Rating Agency BBB Positive
We received upgraded credit ratings in July 2026 from both Kroll Bond Rating Agency and Japan Credit Rating Agency, Ltd. to BBB+ and A-, respectively, due to the continued strong performance of our business. The outlook for the ratings from Kroll Bond Rating Agency was revised to Stable from Positive following the rating upgrade. Credit ratings and associated outlooks are influenced by a number of factors, including, but not limited to: operating environment, earnings and profitability trends, the prudence of funding and liquidity management practices, balance sheet size/composition and resulting leverage, cash flow coverage of interest, composition and size of the capital base, available liquidity, outstanding borrowing levels and the firm’s competitive position in the industry. A credit rating and/or the associated outlook can be revised upward or downward at any time by a rating agency if such rating agency decides that circumstances warrant such a change. Any downgrade in our credit ratings and/or the associated outlooks could adversely affect the availability of debt financing on terms acceptable to us, as well as the cost and other terms upon which we are able to obtain any such financing. In addition, credit ratings and associated outlooks may be important to customers or counterparties when we compete in certain markets and when we seek to engage in certain transactions. In connection with certain agreements, we may be required to provide additional collateral in the event of a credit ratings downgrade.
CLEARING CAPITAL
In November 2008, we entered into the Clearing Capital Agreement with Cantor to clear U.S. Treasury and U.S. government agency securities transactions on our behalf. In June 2020, the Clearing Capital Agreement was amended to cover Cantor providing clearing services in all eligible financial products to us and not just U.S. Treasury and U.S. government agency securities. Pursuant to the terms of this agreement, so long as Cantor is providing clearing services to us, Cantor shall be entitled to request from us cash or other collateral acceptable to Cantor in the amount reasonably requested by Cantor under the Clearing Capital Agreement or Cantor will post cash or other collateral on our behalf for a commercially reasonable charge. On June 7, 2024, we amended the Clearing Capital Agreement to modify the rate charged by Cantor for posting margin in respect of trades cleared on behalf of the Company to a rate equal to Cantor’s cost of funding such margin through a draw on a third party credit facility provided to Cantor for which the use of proceeds is to finance clearinghouse margin deposits and related transactions. The 2024 Clearing Capital Agreement amendment also assigned BGC Partners’ rights and obligations thereunder to BGC Group.
During the three months ended June 30, 2026 and 2025, we were charged $1.0 million and $1.3 million, respectively, by Cantor for the cash or other collateral posted by Cantor on BGC’s behalf. During the six months ended June 30, 2026 and 2025, we were charged $2.0 million and $2.2 million, respectively, for the cash or other collateral posted by Cantor on BGC’s behalf. Cantor held cash or other property from us as collateral as of June 30, 2026 and December 31, 2025 at a fair value of $37.8 million and $67.6 million, respectively.
REGULATORY REQUIREMENTS
Our Liquidity and available cash resources are restricted by regulatory requirements applicable to our operating subsidiaries. Many of these regulators, including U.S. and non-U.S. government agencies and self-regulatory organizations, as well as state securities commissions in the U.S., are empowered to conduct administrative proceedings that can result in civil and criminal judgments, settlements, fines, penalties, injunctions, enhanced oversight, remediation, or other relief.
The majority of our foreign subsidiaries are subject to regulation by the relevant authorities in the countries in which they do business. These subsidiaries may also be prohibited from repaying the borrowings of their parents or affiliates, paying cash dividends, making loans to their parent or affiliates or otherwise entering into transactions, in each case, which may result in a significant reduction in their regulatory capital position without prior notification or approval from their principal regulator. See Note 21—“Regulatory Requirements” to our unaudited Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for further details on our regulatory requirements.
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As of June 30, 2026, $975.6 million of net capital was held by regulated subsidiaries. As of June 30, 2026, these subsidiaries had aggregate regulatory net capital, as defined, in excess of the aggregate regulatory requirements, as defined, of $581.4 million.
See “Regulation” included in Part I, Item 1 of our Annual Report on Form 10-K for the year ended December 31, 2025 for additional information related to our regulatory environment.
EQUITY
As of June 30, 2026, we had 363.2 million shares of BGC Class A common stock and 109.5 million shares of BGC Class B common stock outstanding. Additional disclosures regarding our accounting for stock transactions are provided in Note 7—“Stock Transactions” to our unaudited Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
The weighted-average share counts, including securities that were anti-dilutive for our earnings per share calculations, for the three months ended June 30, 2026 were as follows (in thousands):
Three Months Ended June 30, 2026
Common stock outstanding1 475,565
RSUs and restricted stock (Treasury stock method)2 16,395
Other 3,400
Total 495,360
______________________________
1Common stock consisted of shares of BGC Class A common stock and shares of BGC Class B common stock and contingent shares of our Class A common stock for which all necessary conditions have been satisfied except for the passage of time. For the three months ended June 30, 2026, the weighted-average number of shares of BGC Class A common stock was 366.1 million, the weighted-average number of shares of BGC Class B common stock was 109.5 million, and the weighted-average number of contingent shares of our Class A common stock for which all necessary conditions have been satisfied except for the passage of time was nil.
2For the three months ended June 30, 2026, 16.4 million of potentially dilutive securities were not included in the computation of fully diluted EPS because their effect would have been anti-dilutive. Anti-dilutive securities for the three months ended June 30, 2026 included 16.2 million of participating RSUs and 0.2 million of participating restricted shares of BGC Class A common stock. Also as of June 30, 2026, 64.0 million shares of contingent BGC Class A common stock, non-participating RSUs, and non-participating restricted shares of BGC Class A common stock were excluded from fully diluted EPS computations because the conditions for issuance had not been met by the end of the period. The contingent BGC Class A common stock is recorded as a liability and included in “Accounts payable, accrued and other liabilities” in our unaudited Condensed Consolidated Statements of Financial Condition as of June 30, 2026.
Registration Statements
Our effective 2019 Form S-4 Registration Statement was originally filed on September 13, 2019, with respect to the offer and sale of up to 20 million shares of BGC Class A common stock from time to time in connection with business combination transactions, including acquisitions of other businesses, assets, properties or securities. As of June 30, 2026, we had issued an aggregate of 4.4 million shares of BGC Class A common stock under the 2019 Form S-4 Registration Statement.
Our effective DRIP Registration Statement was originally filed on June 24, 2011, with respect to the offer and sale of up to 10 million shares of BGC Class A common stock under the DRIP. As of June 30, 2026, we had issued 0.9 million shares of BGC Class A common stock under the DRIP.
Our effective Registration Statement on Form S-8 was originally filed on July 3, 2023 with respect to the offer and sale of up to 600 million shares of BGC Class A common stock under the BGC Group Equity Plan. The BGC Group Equity Plan provides for a maximum of 600 million shares of BGC Class A common stock that may be delivered or cash settled pursuant to the exercise or settlement of awards granted under the BGC Group Equity Plan. As of June 30, 2026, the limit on the aggregate number of shares authorized to be delivered under the BGC Group Equity Plan allowed for the grant of future awards relating to 386.7 million shares of BGC Class A common stock.
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CONTINGENT PAYMENTS RELATED TO ACQUISITIONS
Since 2016, we have completed acquisitions whose purchase price included an aggregate of approximately 4.9 million shares of BGC Class A common stock (with an acquisition date fair value of approximately $22.5 million), 0.1 million BGC Holdings LPUs (with an acquisition date fair value of approximately $0.2 million), 0.2 million RSUs (with an acquisition date fair value of approximately $1.2 million) and $46.4 million in cash that may be issued contingent on certain targets being met through 2029.
As of June 30, 2026, we have issued 2.8 million shares of BGC Class A common stock, 0.2 million of RSUs and paid $58.0 million in cash related to such contingent payments.
As of June 30, 2026, there are 1.3 million shares of BGC Class A common stock, which will be issued if related targets are met and $6.0 million in cash which will be issued if related targets are met, net of forfeitures and other adjustments.
LEGAL PROCEEDINGS AND OTHER MATTERS
The Company is involved, from time to time, in legal actions associated with or incidental to its business. See Note 19—“Commitments, Contingencies and Guarantees” to the unaudited Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for more information.
CERTAIN RELATED PARTY TRANSACTIONS
For information on our related party transactions, see Note 13—“Related Party Transactions” to our unaudited Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q.
OFF-BALANCE SHEET ARRANGEMENTS
In the ordinary course of business, we enter into arrangements with unconsolidated entities, including variable interest entities. See Note 14—“Investments” to our unaudited Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information related to our investments in unconsolidated entities.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
A summary of our “Critical Accounting Policies and Estimates” is included in Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations of our Annual Report on Form 10-K for the year ended December 31, 2025. There were no significant changes made to our critical accounting policies from those reported in our Annual Report on Form 10-K for the year ended December 31, 2025.
RECENT ACCOUNTING PRONOUNCEMENTS
See Note 1—“Organization and Basis of Presentation” to our unaudited Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for information regarding recent accounting pronouncements.
CAPITAL DEPLOYMENT PRIORITIES, DIVIDEND POLICY AND REPURCHASE PROGRAM
BGC’s current capital allocation priorities are to use our liquidity to return capital to stockholders and to continue investing in the growth of our business. While we paid quarterly dividends of $0.02 per share in 2025 and in the first and second quarters of 2026, we plan to prioritize share repurchases over dividends. We have repurchased 10.4 million shares of BGC Class A common stock during the six months ended June 30, 2026. As cash uses are generally the greatest in the first half of the year, we typically repurchase fewer shares during this period and we generally expect share repurchases in the second half of the year to be higher than the first half.
Any dividends, if and when declared by our Board, will be paid on a quarterly basis. The dividend to our common stockholders is expected to be calculated based on a number of factors. No assurance can be made, however, that a dividend will be paid each quarter. The declaration, payment, timing, and amount of any future dividends payable by us will be at the sole discretion of our Board.
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We are a holding company, with no direct operations, and therefore we are able to pay dividends only from our available cash on hand and funds received from distributions from BGC U.S. OpCo and BGC Global OpCo. Our ability to pay dividends may also be limited by regulatory considerations as well as by covenants contained in financing or other agreements. In addition, under Delaware law, dividends may be payable only out of surplus, which is our net assets minus our capital (as defined under Delaware law), or, if we have no surplus, out of our net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year. Accordingly, any unanticipated accounting, tax, regulatory or other charges against net income may adversely affect our ability to declare and pay dividends. While we intend to declare and pay dividends quarterly, there can be no assurance that our Board will declare dividends at all or on a regular basis or that the amount of our dividends will not change.
OUR ORGANIZATIONAL STRUCTURE
Dual Class Equity Structure of BGC Group, Inc.
We have a dual class equity structure, consisting of shares of BGC Class A common stock and BGC Class B common stock. We expect to retain and have no plans to change our dual class structure.
BGC Class A Common Stock
Each share of BGC Class A common stock is generally entitled to one vote on matters submitted to a vote of our stockholders. As of June 30, 2026, there were 455.2 million shares of BGC Class A common stock issued and 363.2 million shares outstanding. On June 21, 2017, Cantor pledged 10.0 million shares of BGC Class A common stock in connection with a partner loan program. On November 23, 2018, those shares of BGC Class A common stock were converted into 10.0 million shares of BGC Class B common stock and remain pledged in connection with the partner loan program, as such pledge was amended and restated effective as of October 5, 2023 and with such modifications thereto as necessary to reflect the Corporate Conversion.
From time to time, we may actively continue to repurchase shares of our Class A common stock including from Cantor, our other affiliates, our executive officers, other employees, and others.
BGC Class B Common Stock
Each share of BGC Class B common stock is generally entitled to the same rights as a share of BGC Class A common stock, except that on matters submitted to a vote of our stockholders, each share of BGC Class B common stock is entitled to 10 votes. The BGC Class B common stock generally votes together with the BGC Class A common stock on all matters submitted to a vote of our stockholders. As of June 30, 2026, Cantor and CFGM held an aggregate of 105.3 million shares of BGC Class B common stock, representing 96.2% of the outstanding shares of BGC Class B common stock and approximately 72.2% of the total voting power of our outstanding common stock, and Mr. Brandon Lutnick and another Lutnick family member beneficially owned 4.2 million shares of our outstanding Class B common stock, representing 3.8% of the outstanding shares of BGC Class B common stock and approximately 2.8% of our total voting power. Together, Cantor, CFGM, Mr. Brandon Lutnick and another Lutnick family member beneficially owned 109.5 million of the outstanding shares of BGC Class B common stock, representing 100% of the outstanding shares of BGC Class B common stock and approximately 75.0% of our total voting power.
Shares of BGC Class B common stock are convertible into shares of BGC Class A common stock at any time in the discretion of the holder on a one-for-one basis. Accordingly, if all stockholders who beneficially own BGC Class B common stock converted all of their BGC Class B common stock into BGC Class A common stock on June 30, 2026, Cantor would have held 21.7% of the total voting power of our outstanding common stock, CFGM would have held 0.6% of our total voting power, Mr. Brandon Lutnick and another Lutnick family member would have beneficially owned 1.4% of our total voting power, and our public stockholders would have beneficially owned 76.3% of our total voting power (and Cantor and CFGM’s indirect economic interests in BGC U.S. OpCo and BGC Global OpCo would remain unchanged).
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As a result of the Corporate Conversion, 64.0 million Cantor units were converted into shares of BGC Class B common stock, subject to the terms and conditions of the Corporate Conversion Agreement, which provides that Cantor will convert a portion of the 64.0 million shares of BGC Class B common stock issued to it in the Corporate Conversion in the event that BGC does not issue at least $75,000,000 in shares of BGC Class A or B common stock in connection with certain acquisition transactions (including pursuant to equity grants to employees in connection therewith) prior to July 1, 2030, the seventh anniversary of the Corporate Conversion. If BGC Group does not issue at least such amount of shares in such circumstances during such seven-year period, then approximately 40.0 million shares of BGC Class B common stock held by Cantor will be converted into an equivalent number of BGC Class A common stock at the end of such seven-year period (provided that such number will be decreased to the extent that Cantor has sold or transferred any BGC Class B common stock to a third party and converted such shares into BGC Class A common stock during such seven-year period). As of August 7, 2026, we have issued $20.9 million of BGC Class A common stock in connection with acquisitions since the Corporate Conversion.
2025 Mr. Howard Lutnick Divestiture Events
In connection with Mr. Howard Lutnick’s confirmation as the U.S. Secretary of Commerce, he agreed to divest his interests in Cantor, CFGM, and the Company, among other entities, to comply with U.S. government ethics rules. For a detailed discussion about the divestiture of Mr. Howard Lutnick’s holdings in the Company, see Part I, Item 1, “Business—Our Organizational Structure” in our Annual Report on Form 10-K for the year ended December 31, 2025, and Note 13—“Related Party Transactions” to our unaudited Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q.
Lutnick Family Voting and Transfer Agreement
On May 16, 2025, Mr. Brandon Lutnick, Mr. Kyle Lutnick, Ms. Casey J. Lutnick, and Mr. Ryan G. Lutnick, each in their capacity as trustees of certain trusts (including the Purchaser Trusts), and certain other entities entered into the Lutnick Family Voting Agreement relating to the Lutnick Family Voting Agreement Securities. On October 6, 2025, the governance, voting and transfer provisions of the Lutnick Family Voting Agreement became effective.
Pursuant to the trust documentation of the Purchaser Trusts, each of Mr. Brandon Lutnick, Mr. Kyle Lutnick, Ms. Casey Lutnick, and Mr. Ryan Lutnick is an investment trustee of such trusts, and Mr. Brandon Lutnick is the Controlling Investment Trustee, which means that if there is any disagreement among the investment trustees, the decision of Mr. Brandon Lutnick will control if he is then acting as an investment trustee. Any such decisions, however, shall be subject to the terms of the Lutnick Family Voting Agreement.
The Lutnick Family Voting Agreement provides that, with respect to the election or removal of directors of the Company, (i) if there is a Controlling Investment Trustee, each of the parties shall vote (or cause the voting of) the Lutnick Family Voting Agreement Securities over which it has the direct or indirect power to vote on such director election, as directed by the Controlling Investment Trustee (which is currently Mr. Brandon Lutnick) after consultation with each of the Family Branch representatives; and (ii) if there is not a Controlling Investment Trustee, the parties shall vote (or cause the voting of) the Lutnick Family Voting Agreement Securities over which it has the direct or indirect power to vote on such director election, as directed by a Majority of the Family Branches.
The Lutnick Family Voting Agreement further provides that, with respect to the following matters for which a vote of securities of the Company is sought, each of the parties to the Lutnick Family Voting Agreement shall vote the Lutnick Family Voting Agreement Securities over which it has the direct or indirect power to vote as directed by a Majority of the Family Branches:
•Any merger or consolidation transaction or sale, lease, or exchange of all, or substantially all, of the assets of the Company, or any transaction or series of related transactions pursuant to which shares of the Company are transferred such that more than 50% of the voting power of the equity securities of the Company are transferred;
•Entry by the Company or any of its subsidiaries into any transaction or series of related transactions with a member of any Family Branch (other than with respect to election or removal of directors of the Company);
•The authorization or issuance of any equity securities by the Company (other than pursuant to an incentive compensation plan); and
•The amendment, restatement, modification or supplement of any organizational document of the Company or its subsidiaries in a manner that would reasonably be expected to impair, interfere with or delay the exercise of the rights set forth with respect to these bulleted items.
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The Lutnick Family Voting Agreement also prohibits the transfer of the Lutnick Family Voting Agreement Securities without the consent of a Majority of the Family Branches, subject to certain limited exceptions.
As of June 30, 2026, Mr. Brandon Lutnick beneficially owned 2.0 million shares of our Class A common stock and 109.4 million shares of our Class B common stock, collectively representing 75.2% of the total voting power of our outstanding common stock.
Structure of BGC Group, Inc. as of June 30, 2026
The following diagram illustrates our organizational structure as of June 30, 2026. The diagram does not reflect BGC U.S. OpCo, BGC Global OpCo or their respective subsidiaries, or other subsidiaries of Cantor, or the noncontrolling interest in our consolidated subsidiaries. The diagram also does not reflect certain ownership of BGC Group as follows: (a) 82.1 million RSUs; (b) 2.8 million contingent shares to be issued to terminated employees per their respective separation agreements; and (c) 0.3 million contingent shares issued in connection with previous acquisitions.
1 BGC Partners is a wholly owned subsidiary of BGC Group and consolidated with other wholly and non-wholly owned subsidiaries.
2 Public Stockholders includes unrestricted shares of our Class A common stock owned by current employees due to an inability to track such shares once they leave the Company’s transfer agent, as well as Class B common stock owned by a Lutnick family member, which represents less than 0.1% of our total outstanding Class B common stock.
3 For the purposes of this diagram, Cantor includes Cantor Fitzgerald, L.P. and CFGM. As of June 30, 2026, Cantor Fitzgerald, L.P. owned 21.7% of the economics and 70.2% of the voting power in BGC Group, and CFGM owned 0.6% of the economics and 2.0% of the voting power in BGC Group.
The diagram reflects the following activity of BGC Class A common stock from December 31, 2025 through June 30, 2026: (a) 10.5 million shares of BGC Class A common stock repurchased by us; (b) 5.9 million shares of BGC Class A common stock issued for vested RSUs; (c) 0.4 million shares of BGC Class A common stock issued for contingent shares issued as consideration for certain acquisitions; (d) 0.5 million shares of BGC Class A common stock issued for contingent shares issued to terminated employees per their respective separation agreements; and (e) 3.8 million shares of BGC Class A common stock issued for compensation. 0.4 million shares of BGC Class A common stock were issued by us under our acquisition shelf 2019 Form S-4 Registration Statement (Registration No. 333-233761) between December 31, 2025 and June 30, 2026; 15.6 million of such shares remain available for issuance by us under such Registration Statement. Also, an immaterial number of shares of BGC Class A common stock were issued by us under our DRIP Registration Statement (Registration No. 333-173109) between December 31, 2025 and June 30, 2026; 9.1 million of such shares remain available for issuance by us under the DRIP Registration Statement.
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