[FORM 10-Q Filing Information](index=1&type=section&id=FORM%2010-Q) [Registrant Information](index=1&type=section&id=Registrant%20Information) This section provides key identification details for BGC Group, Inc. as a registrant filing a Quarterly Report on Form 10-Q for the period ended June 30, 2025, including its incorporation state, address, and stock exchange listing - **BGC Group, Inc.** is filing a Quarterly Report on Form 10-Q for the period ended June 30, 2025[2](index=2&type=chunk) - As of August 8, 2025, the registrant had **364,862,092 shares** of **Class A common stock** and **109,452,953 shares** of **Class B common stock outstanding**[4](index=4&type=chunk) Condensed Consolidated Statements of Financial Condition (in thousands) | Title of each class | Symbol(s) | Name of each exchange on which registered | | :------------------ | :-------- | :---------------------------------------- | | Class A Common Stock, $0.01 par value | BGC | The Nasdaq Stock Market, LLC | [Table of Contents](index=2&type=section&id=Table%20of%20Contents) [Glossary of Terms, Abbreviations and Acronyms](index=3&type=section&id=GLOSSARY%20OF%20TERMS,%20ABBREVIATIONS%20AND%20ACRONYMS) [Special Note on Forward-Looking Information](index=12&type=section&id=SPECIAL%20NOTE%20ON%20FORWARD-LOOKING%20INFORMATION) [Where You Can Find More Information](index=16&type=section&id=WHERE%20YOU%20CAN%20FIND%20MORE%20INFORMATION) [PART I—FINANCIAL INFORMATION](index=17&type=section&id=PART%20I%E2%80%94FINANCIAL%20INFORMATION) [ITEM 1. Financial Statements (unaudited)](index=17&type=section&id=ITEM%201.%20FINANCIAL%20STATEMENTS) This section presents the unaudited condensed consolidated financial statements of BGC Group, Inc. for the periods ended June 30, 2025, and December 31, 2024, including statements of financial condition, operations, comprehensive income (loss), cash flows, and changes in equity, along with detailed notes [Condensed Consolidated Statements of Financial Condition](index=17&type=section&id=Condensed%20Consolidated%20Statements%20of%20Financial%20Condition) The Condensed Consolidated Statements of Financial Condition show a significant increase in total assets and liabilities for BGC Group, Inc. from December 31, 2024, to June 30, 2025, primarily driven by acquisitions and operational changes - **Total assets increased by $1.30 billion** (**36.2%**) from December 31, 2024, to June 30, 2025, **primarily due to the acquisition of OTC Global** and **increases in receivables and cash**[30](index=30&type=chunk)[443](index=443&type=chunk) - **Total liabilities increased by $1.27 billion** (**50.6%**) over the same period, **largely driven by increased notes payable and other borrowings**[30](index=30&type=chunk) Condensed Consolidated Statements of Financial Condition (in thousands) | Metric | June 30, 2025 | December 31, 2024 | | :------------------------------------------------ | :------------ | :------------------ | | **Assets** | | | | Cash and cash equivalents | $827,844 | $711,584 | | Financial instruments owned, at fair value | $139,470 | $186,197 | | Receivables from broker-dealers, clearing organizations, customers and related broker-dealers | $951,387 | $365,490 | | Accrued commissions and other receivables, net | $526,742 | $324,213 | | Loans, forgivable loans and other receivables from employees and partners, net | $468,259 | $360,060 | | Goodwill | $625,648 | $540,290 | | Other intangible assets, net | $445,771 | $240,910 | | Total assets | $4,892,042 | $3,591,967 | | **Liabilities** | | | | Accrued compensation | $309,565 | $227,869 | | Payables to broker-dealers, clearing organizations, customers and related broker-dealers | $777,209 | $225,377 | | Notes payable and other borrowings | $1,917,835 | $1,337,540 | | Total liabilities | $3,783,359 | $2,512,728 | | **Equity** | | | | Total stockholders' equity | $930,462 | $898,507 | | Total equity | $1,108,683 | $1,079,239 | [Condensed Consolidated Statements of Operations](index=18&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) BGC Group, Inc. reported substantial revenue and net income growth for both the three and six months ended June 30, 2025, compared to the prior year periods, driven by increased commissions and principal transactions, partially offset by higher expenses - **Total revenues increased by 42.3%** for the three months and **28.2%** for the six months ended June 30, 2025, compared to the prior year periods[32](index=32&type=chunk)[382](index=382&type=chunk)[385](index=385&type=chunk) - **Consolidated net income increased by 51.2%** for the three months and **27.2%** for the six months ended June 30, 2025, compared to the prior year periods[32](index=32&type=chunk) Condensed Consolidated Statements of Operations (in thousands, except per share data) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Total revenues | $784,004 | $550,761 | $1,448,244 | $1,129,375 | | Total expenses | $711,686 | $500,155 | $1,298,208 | $1,048,223 | | Consolidated net income (loss) | $56,215 | $37,175 | $109,644 | $86,216 | | Net income (loss) available to common stockholders | $57,545 | $37,828 | $112,709 | $87,038 | | Basic earnings (loss) per share | $0.11 | $0.08 | $0.22 | $0.17 | | Fully diluted earnings (loss) per share | $0.11 | $0.08 | $0.22 | $0.17 | [Condensed Consolidated Statements of Comprehensive Income (Loss)](index=19&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Income%20(Loss)) The Condensed Consolidated Statements of Comprehensive Income (Loss) show an increase in comprehensive income for both the three and six months ended June 30, 2025, primarily driven by consolidated net income and positive foreign currency translation adjustments - **Foreign currency translation adjustments shifted from a loss of $6.7 million** in Q2 2024 to a **gain of $13.0 million** in Q2 2025, **significantly contributing to comprehensive income**[33](index=33&type=chunk) Condensed Consolidated Statements of Comprehensive Income (Loss) (in thousands) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Consolidated net income (loss) | $56,215 | $37,175 | $109,644 | $86,216 | | Foreign currency translation adjustments | $13,009 | $(6,678) | $19,332 | $(11,507) | | Comprehensive income (loss) | $69,224 | $30,497 | $128,976 | $74,709 | | Comprehensive income (loss) attributable to common stockholders | $70,170 | $31,190 | $131,487 | $75,712 | [Condensed Consolidated Statements of Cash Flows](index=20&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) The Condensed Consolidated Statements of Cash Flows show a significant increase in net cash provided by operating activities for the six months ended June 30, 2025, compared to the prior year, while investing activities used more cash due to acquisitions, and financing activities provided more cash from debt issuances - **Net cash provided by operating activities improved significantly from a use of $24.9 million** in H1 2024 to a **provision of $72.1 million** in H1 2025[36](index=36&type=chunk) - **Payments for acquisitions, net of cash acquired, totaled $263.4 million** in H1 2025, compared to none in H1 2024, **contributing to increased cash used in investing activities**[38](index=38&type=chunk) - **Issuance of long-term debt, net of deferred issuance costs, significantly increased cash from financing activities to $1.20 billion** in H1 2025, up from **$770.0 million** in H1 2024[38](index=38&type=chunk) Condensed Consolidated Statements of Cash Flows (in thousands) | Metric | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------------------------------ | :----------------------------- | :----------------------------- | | Net cash provided by (used in) operating activities | $72,078 | $(24,858) | | Net cash provided by (used in) investing activities | $(293,588) | $(216,437) | | Net cash provided by (used in) financing activities | $323,297 | $158,966 | | Net increase (decrease) in Cash and cash equivalents, and Cash segregated under regulatory requirements | $108,806 | $(86,751) | | Cash and cash equivalents, and Cash segregated under regulatory requirements at end of period | $842,079 | $586,145 | [Condensed Consolidated Statements of Changes in Equity](index=22&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Equity) The Condensed Consolidated Statements of Changes in Equity reflect an increase in total equity for BGC Group, Inc. for the six months ended June 30, 2025, driven by consolidated net income and equity-based compensation, despite significant share repurchases and dividend payments - **Total equity increased by $29.4 million** from January 1, 2025, to June 30, 2025, **reaching $1.11 billion**[41](index=41&type=chunk) - The company **repurchased 18,572,136 shares** of **Class A common stock** for **$171.6 million** during the six months ended June 30, 2025[41](index=41&type=chunk) - **Dividends declared per share of common stock were $0.04** for the six months ended June 30, 2025, up from **$0.03** in the prior year[41](index=41&type=chunk) Condensed Consolidated Statements of Changes in Equity (in thousands, except share amounts) | Metric | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------------------------------ | :----------------------------- | :----------------------------- | | Balance, January 1 | $1,079,239 | $898,156 | | Consolidated net income (loss) | $109,644 | $86,216 | | Equity-based compensation | $86,791 | $85,549 | | Dividends to common stockholders | $(19,564) | $(14,683) | | Repurchase of Class A common stock | $(171,635) | $(148,090) | | Balance, June 30 | $1,108,683 | $1,041,870 | [Notes to Condensed Consolidated Financial Statements](index=26&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed explanations and disclosures for the unaudited condensed consolidated financial statements, covering critical accounting policies, acquisitions, related party transactions, debt, equity, and regulatory requirements, offering context to the financial performance and position [Note 1. Organization and Basis of Presentation](index=26&type=section&id=Note%201%20Organization%20and%20Basis%20of%20Presentation) BGC Group, Inc. is a global marketplace, data, and financial technology company specializing in brokerage and trade execution across ECS and financial markets. The company completed a Corporate Conversion on July 1, 2023, simplifying its organizational structure from an Umbrella Partnership C-Corporation to a Full C-Corporation, with BGC Group becoming the public holding company. Recent changes in the Board of Directors and executive officers include the appointment of Co-Chief Executive Officers following Mr. Howard W. Lutnick's departure - **BGC** is a **leading global marketplace, data, and financial technology company** across the ECS and financial markets, specializing in brokerage and trade execution[50](index=50&type=chunk) - On July 1, 2023, **BGC Partners completed a Corporate Conversion to a Full C-Corporation**, **making BGC Group the public holding company** and successor to BGC Partners[53](index=53&type=chunk) - On February 18, 2025, **Mr. Howard W. Lutnick stepped down as Chairman and CEO**, and **John J. Abularrage, JP Aubin, and Sean A. Windeatt were appointed as Co-Chief Executive Officers**[60](index=60&type=chunk) [Note 2. Limited Partnership Interests in BGC Holdings and Newmark Holdings](index=30&type=section&id=Note%202%20Limited%20Partnership%20Interests%20in%20BGC%20Holdings%20and%20Newmark%20Holdings) This note details the historical structure of limited partnership interests in BGC Holdings and Newmark Holdings, including Founding/Working Partner Units (FPUs), Limited Partnership Units (LPUs), and Cantor Units. The Corporate Conversion on July 1, 2023, terminated BGC Holdings LPUs, converting them into BGC Group equity awards, while Newmark Holdings LPUs held by BGC employees remain unaffected - **Prior to the Corporate Conversion**, BGC Partners operated through BGC Holdings, which had various **limited partnership interests** (FPUs, LPUs, Cantor Units)[75](index=75&type=chunk) - The **Corporate Conversion on July 1, 2023, resulted in the termination of BGC Holdings limited partnership agreement**, **converting all BGC Holdings units into BGC Group equity awards**[59](index=59&type=chunk)[77](index=77&type=chunk)[79](index=79&type=chunk) - **Newmark Holdings LPUs held by BGC employees were not impacted by the Corporate Conversion** and continue to receive quarterly allocations of net income as compensation expense[79](index=79&type=chunk)[80](index=80&type=chunk) [Note 3. Summary of Significant Accounting Policies](index=33&type=section&id=Note%203%20Summary%20of%20Significant%20Accounting%20Policies) This note outlines the Company's significant accounting policies, with no major changes during the six months ended June 30, 2025, except for updates to Commissions revenue recognition due to the OTC Global acquisition, particularly for shipping brokerage fees which are recognized upon delivery - **No significant changes were made to the Company's accounting policies** during the six months ended June 30, 2025[86](index=86&type=chunk) - **Commissions revenues from securities and commodities are recognized at a point in time on the trade-date basis**[87](index=87&type=chunk) - **Shipping brokerage commissions are considered variable consideration** and recognized upon delivery of the underlying commodity[88](index=88&type=chunk) [Note 4. Acquisitions](index=34&type=section&id=Note%204%20Acquisitions) BGC Group completed one acquisition during the six months ended June 30, 2025: OTC Global, an energy and commodities brokerage firm, for $325.0 million. This acquisition significantly expanded the company's ECS business and is expected to generate synergies, with preliminary goodwill recorded at $88.7 million - On April 1, 2025, **BGC Group acquired OTC Global**, an energy and commodities brokerage firm, for **$325.0 million**[91](index=91&type=chunk) - The **acquisition was funded by cash on hand, borrowings from the Revolving Credit Agreement, and debt issuances**, **aiming to expand and diversify the global ECS business**[92](index=92&type=chunk) OTC Global Acquisition Financial Impact (in thousands) | Metric | Amount | | :------------------------------------------------ | :------- | | Total purchase price consideration transferred | $309,283 | | Goodwill recognized | $88,675 | | Finite-lived intangible assets acquired | $219,400 | | Revenues included (April 1 - June 30, 2025) | $118,301 | | Consolidated net income included (April 1 - June 30, 2025) | $11,967 | [Note 5. Divestitures](index=36&type=section&id=Note%205%20Divestitures) BGC Group reported no divestitures or sales of investments during both the three and six months ended June 30, 2025, and 2024 - The Company had **no divestitures or sale of investments** during both the six months ended June 30, 2025 and 2024[105](index=105&type=chunk) [Note 6. Earnings Per Share](index=37&type=section&id=Note%206%20Earnings%20Per%20Share) BGC Group, Inc. reported basic and fully diluted earnings per share of $0.11 for the three months and $0.22 for the six months ended June 30, 2025, showing an increase from the prior year periods. Potentially dilutive securities, primarily RSUs and restricted stock awards, were excluded if their effect was anti-dilutive - Approximately **15.5 million** and **15.9 million potentially dilutive securities were excluded from fully diluted EPS** for the three and six months ended June 30, 2025, respectively, **due to their anti-dilutive effect**[108](index=108&type=chunk) - **Contingent shares and non-participating equity awards totaling 54.2 million** as of June 30, 2025, **were excluded from diluted EPS** as issuance conditions had not been met[109](index=109&type=chunk) Basic and Fully Diluted EPS (in thousands, except per share data) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Basic earnings (loss) per share | $0.11 | $0.08 | $0.22 | $0.17 | | Fully diluted earnings (loss) per share | $0.11 | $0.08 | $0.22 | $0.17 | | Basic weighted-average shares outstanding | 480,138 | 475,272 | 479,655 | 472,895 | | Fully diluted weighted-average shares outstanding | 484,636 | 480,861 | 485,090 | 479,417 | [Note 7. Stock Transactions and Unit Redemptions](index=38&type=section&id=Note%207%20Stock%20Transactions%20and%20Unit%20Redemptions) BGC Group's Class A common stock outstanding decreased due to significant treasury stock repurchases, including a large sale from Mr. Howard W. Lutnick, partially offset by issuances for equity awards and acquisitions. The company's share repurchase authorization remains at $400.0 million, with $178.4 million remaining as of June 30, 2025 - The Company **repurchased 17.2 million shares** of **Class A common stock** for **$158.6 million** in Q2 2025, including **16.1 million shares** from Mr. Howard W. Lutnick[117](index=117&type=chunk) - As of June 30, 2025, **$178.4 million remained under the $400.0 million Share Repurchase Authorization**[116](index=116&type=chunk) Changes in Class A Common Stock Outstanding (in thousands) | Metric | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2025 | | :------------------------------------------ | :------------------------------- | :----------------------------- | | Shares outstanding at beginning of period | 378,134 | 374,297 | | Total Share issuances | 5,375 | 12,677 | | Restricted stock forfeitures | (102) | (373) | | Treasury stock repurchases | (17,224) | (20,408) | | Shares outstanding at end of period | 366,193 | 366,193 | [Note 8. Financial Instruments Owned, at Fair Value](index=40&type=section&id=Note%208%20Financial%20Instruments%20Owned,%20at%20Fair%20Value) Financial instruments owned by BGC Group, primarily U.S. Treasury bills for liquidity, decreased to $139.5 million as of June 30, 2025, from $186.2 million at December 31, 2024. The company recognized minimal unrealized net gains from mark-to-market adjustments on these instruments - **Financial instruments owned, at fair value**, primarily U.S. Treasury bills, **decreased to $139.5 million** as of June 30, 2025, from **$186.2 million** at December 31, 2024[120](index=120&type=chunk) - The Company recognized **unrealized net gains of $0.1 million** for the six months ended June 30, 2025, from mark-to-market adjustments on these instruments[120](index=120&type=chunk) [Note 9. Collateralized Transactions](index=40&type=section&id=Note%209%20Collateralized%20Transactions) BGC Group had no Repurchase Agreements or Reverse Repurchase Agreements outstanding as of both June 30, 2025, and December 31, 2024 - The Company had **no Repurchase Agreements outstanding** as of June 30, 2025, and December 31, 2024[121](index=121&type=chunk) - The Company had **no Reverse Repurchase Agreements outstanding** as of June 30, 2025, and December 31, 2024[123](index=123&type=chunk) [Note 10. Receivables from and Payables to Broker-Dealers, Clearing Organizations, Customers and Related Broker-Dealers](index=41&type=section&id=Note%2010%20Receivables%20from%20and%20Payables%20to%20Broker-Dealers,%20Clearing%20Organizations,%20Customers%20and%20Related%20Broker-Dealers) Receivables from broker-dealers, clearing organizations, customers, and related broker-dealers significantly increased to $951.4 million as of June 30, 2025, from $365.5 million at December 31, 2024, primarily due to higher contract values of fails to deliver. Payables also increased substantially to $777.2 million from $225.4 million over the same period - **Receivables from broker-dealers, clearing organizations, customers and related broker-dealers increased by 160.3%** from December 31, 2024, to June 30, 2025[125](index=125&type=chunk) - **Payables to broker-dealers, clearing organizations, customers and related broker-dealers increased by 244.7%** over the same period[125](index=125&type=chunk) Receivables and Payables (in thousands) | Metric | June 30, 2025 | December 31, 2024 | | :------------------------------------------------ | :------------ | :------------------ | | Receivables from broker-dealers, clearing organizations, customers and related broker-dealers | $951,387 | $365,490 | | Contract values of fails to deliver | $775,393 | $213,409 | | Payables to broker-dealers, clearing organizations, customers and related broker-dealers | $777,209 | $225,377 | | Contract values of fails to receive | $747,651 | $201,301 | [Note 11. Derivatives](index=41&type=section&id=Note%2011%20Derivatives) BGC Group engages in derivative contracts, primarily FX swaps, forwards, interest rate swaps, and futures, to facilitate client transactions and hedge positions. The notional amounts of these contracts significantly increased from December 31, 2024, to June 30, 2025, reflecting higher derivative activity, with net gains reported in principal transactions - **Total notional amounts of derivative contracts increased from $10.11 billion** at December 31, 2024, to **$62.64 billion** at June 30, 2025, **primarily driven by interest rate swaps**[127](index=127&type=chunk) Derivative Contracts Fair Value and Notional Amounts (in thousands) | Derivative Contract | June 30, 2025 Assets | June 30, 2025 Liabilities | June 30, 2025 Notional Amounts | December 31, 2024 Assets | December 31, 2024 Liabilities | December 31, 2024 Notional Amounts | | :------------------ | :------------------- | :---------------------- | :----------------------------- | :----------------------- | :------------------------ | :----------------------------- | | FX swaps | $901 | $1,217 | $1,332,685 | $4,810 | $3,679 | $635,790 | | Forwards | $397 | $216 | $1,280,782 | $409 | $751 | $185,821 | | Interest rate swaps | $18 | $— | $52,266,392 | $— | $— | $534,085 | | Futures | $— | $826 | $7,758,139 | $165 | $— | $8,758,848 | | Total | $1,316 | $2,259 | $62,637,998 | $5,384 | $4,430 | $10,114,544 | Gains on Derivative Contracts (in thousands) | Derivative Contract | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Futures | $5,354 | $2,833 | $9,931 | $6,639 | | Interest rate swaps | $2,994 | $1,832 | $5,376 | $3,928 | | FX swaps | $1,208 | $558 | $2,029 | $1,056 | | FX/commodities options | $141 | $57 | $235 | $104 | | Gains, net | $9,697 | $5,280 | $17,571 | $11,727 | [Note 12. Fair Value of Financial Assets and Liabilities](index

Financial Performance - BGC Group reported record GAAP revenue of $784.0 million for Q2 2025, exceeding analyst estimates of $768.7 million, representing a year-over-year increase of 42.3% from $550.8 million in Q2 2024 [1][2] - Non-GAAP earnings per share (EPS) matched expectations at $0.31, a significant increase of 34.8% from $0.23 in the prior year [2] - Adjusted EBITDA rose to $213.3 million, up 31.4% from $162.4 million in Q2 2024 [2] - GAAP net income for fully diluted shares increased by 52.9% to $55.1 million compared to $36.1 million in the same quarter last year [2] Business Segments and Growth Drivers - The Energy, Commodities, and Shipping (ECS) segment revenue surged by 122.2% to $261.6 million, significantly aided by the acquisition of OTC Global Holdings, with organic ECS revenue still climbing 27% [5] - The Fenics division, focusing on electronic trading platforms, saw revenues grow by 18.6% year over year to $162.9 million, with Fenics Growth Platforms increasing by 29.6% [6] - The Equities segment experienced a 43.8% rise to $73.9 million, driven by strong market share gains in EMEA and the Americas [7] - Rates and Foreign Exchange segments also reported over 20% growth, while Data, Network, and Post-trade services increased by 15.1% [7] Expense and Debt Management - Compensation and employee benefits under GAAP rose by 53.1% year over year, while non-compensation expenses increased by 30.5%, reflecting integration costs from the OTC acquisition [8] - Total debt rose to $1.92 billion as of June 30, 2025, up from $1.34 billion at the end of 2024, indicating funding for acquisitions and growth initiatives [8] - Liquidity increased to $965.9 million, showcasing a strong cash position [8] Regulatory Compliance and Dividend Policy - The company reported no major compliance issues during the period, continuing to invest in meeting regulatory requirements [9] - The quarterly dividend remained consistent at $0.02 per share, reflecting a stable dividend policy [10] Future Guidance and Strategic Focus - Management provided revenue guidance of $715–$765 million for Q2 2025, indicating around 30.0% growth at the midpoint compared to the previous year [11] - Key areas for future focus include the ramp-up of new products like treasury futures, integration of OTC Global Holdings, and achieving targeted annualized cost synergies of $25 million by year-end 2025 [12]

Financial Data and Key Metrics Changes - The company reported record revenues of $784 million, a 42% increase compared to the previous year [4] - Adjusted earnings before interest, taxes, depreciation, and amortization (EBITDA) increased by 31.4% to $213.3 million [15] - Post-tax adjusted earnings grew by 34% to a record $153.7 million, with adjusted earnings per share improving by 34.8% to 31 cents [15] Business Line Data and Key Metrics Changes - ECS revenues surged by 122.2% to a record $261.6 million, driven by OTC and strong organic growth [8] - Rates revenues increased by 20.8% to $200.6 million, reflecting higher volumes across major interest rate products [8] - Foreign exchange revenues rose by 21.9% to $108.5 million, attributed to strong growth in FX options and emerging market currencies [8] - Credit revenues increased by 8.5% to $75.3 million, driven by higher US and emerging market credit volumes [9] - Equities revenues grew by 43.8% to $73.9 million, with notable strength across EMEA and Americas [9] - Fenics revenues improved by 18.6% to $162.9 million, with Fenics Markets reporting revenues of $134.1 million, a 16.5% increase [10] Market Data and Key Metrics Changes - EMEA revenues increased by 50.3%, Americas revenues rose by 40.3%, and Asia Pacific revenues grew by 17.4% [13] - FMX UST generated record average daily volume of $68 billion, a 45% increase compared to last year [11] - FMX FX nearly doubled its average daily volume to a record $15.6 billion [11] Company Strategy and Development Direction - The company aims to enhance profitability through a cost reduction program expected to deliver at least $25 million in annualized savings [5][6] - The integration of the OTC acquisition is a priority, with a focus on closing the margin gap between BGC and OTC [26] - The company continues to gain market share in ECS and financial markets, with strong growth across all asset classes and geographies [5] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the growth trajectory, expecting total revenues for Q3 2025 to be between $715 million and $765 million, representing approximately 32% growth year-over-year [18] - The adjusted earnings tax rate is anticipated to be between 10% and 12% for the full year 2025 [19] Other Important Information - The company acknowledged a tragic shooting incident in Midtown Manhattan, expressing condolences to the victims' families [20] Q&A Session Summary Question: How does the company view the growth algorithm and margin trajectory post-acquisition? - Management indicated that the acquisition of OTC has not changed the growth dynamics, with a focus on reducing the margin gap through a cost reduction program [25][26] Question: Can you elaborate on the traction in the futures business? - Management reported record volumes and increasing open interest in the futures market, with a strong focus on client engagement [30][31] Question: Are there any complexities with treasury futures compared to SOFR? - Management stated there are no additional impediments, and they expect US treasury futures to follow the success of SOFR [40] Question: What is the outlook for the FX business? - Management noted that the FX business is experiencing structural growth, with volumes in the FMX FX platform growing significantly [44] Question: Why has the voice portion of the FX business outperformed the electronic franchise recently? - Management explained that clients have opted for voice trading during periods of volatility, but they expect a gradual shift back to electronic trading as the market stabilizes [46]

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

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

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

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

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

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

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