DEF 14A of BGC Group, Inc., Oct 8, 2026

DEF 14A of BGC Group, Inc.

Filed Oct 8, 2026 · FY20250001213900-26-107974

Open on EDGAR

  1. PROPOSAL 1 — ELECTION OF DIRECTORS

    PROPOSAL 1 — ELECTION OF DIRECTORS Our Board of Directors (the “Board” or the “Board of Directors”) is currently composed of six members. Our Board, upon recommendation of our independent directors, has nominated six persons for election as directors at the Annual Meeting. All of the nominees are currently members of our Board. Information with respect to the six nominees for election as directors is set forth below. All of the nominees are to be elected at the Annual Meeting and to serve until their successors are duly elected and qualified. All of the nominees listed below are expected to serve as directors if they are elected. If any nominee should decline or be unable to accept such nomination or to serve as a director (an event which our Board does not now expect), our Board reserves the right to nominate another person or to vote to reduce the size of our Board. In the event another person is nominated, the proxy holders intend to vote the shares to which the proxy relates for the election of the person nominated by our Board. There is no cumulative voting for directors.

  2. INFORMATION ABOUT OUR DIRECTORS

    INFORMATION ABOUT OUR DIRECTORS

  3. INFORMATION ABOUT OUR DIRECTORS

    | Name | Age | Director Since | Biographies | | Stephen M. Merkel | 68 | 2025 | Mr. Merkel has been a director of our Company since February 2025 and serves as Chairman of our Board. Mr. Merkel has served as our Executive Vice President and General Counsel since 2001. Mr. Merkel is Executive Vice Chairman, Executive Managing Director, and General Counsel for the Cantor Fitzgerald, L.P. (“Cantor”) group of companies, including Cantor, which is our parent, CF Group Management, Inc. (“CFGM”), which is also our parent, and Cantor Fitzgerald & Co (“CF&Co”). He has served as Newmark Group, Inc.’s (“Newmark”) Chief Legal Officer and Executive Vice President since 2019. CF&Co and Newmark are subsidiaries of Cantor and are our affiliates. Since February 2025, Mr. Merkel has served as a director of Newmark and as Chairman of Newmark’s board of directors. Mr. Merkel also holds offices at and provides services to various other affiliates of Cantor and provides services to BGC’s and Newmark’s operating partnerships and subsidiaries, as applicable. Prior to joining Cantor in 1993, Mr. Merkel was Vice President and Assistant General Counsel at Goldman Sachs & Co., dedicated to the J. Aron Division, and prior to that, he was an associate with the law firm of Paul, Weiss, Rifkind, Wharton & Garrison. Prior to that, he was a law clerk for the Honorable Irving R. Kaufman of the U.S. Court of Appeals for the Second Circuit. Mr. Merkel received a Bachelor’s degree with a major in History and Sociology of Science from the University of Pennsylvania and received his law degree from the University of Michigan Law School. | | Brandon G. Lutnick | 28 | 2025 | Mr. Brandon G. Lutnick (“Mr. Brandon Lutnick”) has been a director of our Company since February 2025. Mr. Brandon Lutnick is Chairman and Chief Executive Officer of Cantor and our affiliate Cantor Fitzgerald Securities, and Chairman and Chief Executive Officer of CFGM. He also serves as a Director of the Cantor Fitzgerald Relief Fund. Mr. Brandon Lutnick joined Cantor in 2022 in equity sales and trading and prior to becoming Chairman and Chief Executive Officer worked in the Office of the Chairman, managing strategy and overseeing other special projects relating to Cantor and its affiliates. Mr. Brandon Lutnick has also served as the Chairman and Chief Executive Officer of Cantor’s special purpose acquisition companies, commonly referred to as SPACs, including our affiliates Cantor Equity Partners I, Inc. since 2024 and Cantor Equity Partners II, Inc., Cantor Equity Partners III, Inc., Cantor Equity Partners IV, Inc., Cantor Equity Partners V, Inc. and Cantor Equity Partners VI, Inc. since 2025. Mr. Brandon Lutnick has served as the Chairman of Cantor Fitzgerald Income Trust, Inc., a public non traded REIT, since March 2025. |

  4. INFORMATION ABOUT OUR DIRECTORS

    | Name | Age | Director Since | Biographies | | | | | Mr. Brandon Lutnick previously served as the Chairman and Chief Executive Officer of our affiliate Cantor Equity Partners Inc., a SPAC, from 2024 to 2025 until it completed its initial business combination. Prior to his positions at Cantor, Mr. Brandon Lutnick began his career as a Credit Analyst at Oak Hill Advisors, L.P. In 2021, Mr. Brandon Lutnick graduated from Stanford University with a Bachelor’s degree in Symbolic Systems. Mr. Brandon Lutnick is the son of our former Chairman and Chief Executive Officer, Mr. Howard W. Lutnick (“Mr. Howard Lutnick”). | | Linda A. Bell | 67 | 2013 | Dr. Bell has been a director of our Company since July 2013. Dr. Bell is currently the Claire Tow Professor of Economics and Provost Emerita of Barnard College, Columbia University, which she previously served as Provost and Dean of Faculty since 2012. Prior to joining Barnard, Dr. Bell was the Provost and John B. Hurford Professor of Economics at Haverford College from 2007 to 2012 and a member of the faculty since 1992. Prior to her tenure at Haverford, Dr. Bell held visiting faculty appointments at Stanford University; the University of California, San Diego; the John F. Kennedy School of Government at Harvard University; and the Woodrow Wilson School of Public Administration at Princeton University and has taught at the Leonard N. Stern School of Business at New York University. Dr. Bell has also served as a research fellow at the Institute for the Study of Labor (IZA) in Bonn, Germany since 2003, and as a senior consultant for the labor practice group of the National Economic Research Associates since 2006. Dr. Bell holds a Ph.D. in Economics from Harvard University. | | David P. Richards | 74 | 2017 | Mr. Richards has been a director of our Company since December 2017. Mr. Richards is the Chairman of Prodrive Holdings Ltd., a British motorsport and advanced engineering group, a position in which he has served since the firm’s founding in 1984. He previously served as Chairman of Aston Martin Lagonda Ltd., a British manufacturer of luxury sports cars, from 2007 until 2013, and as a non-executive director of BGC European GP Limited from May 2009 until June 2017. Mr. Richards currently serves in the role of Chairman of the U.K. governing body of the Motor Sports Association. From December 2023 until December 2025, Mr. Richards was appointed as Chairman of the Board of Trustees at the FIA Foundation, an international charity focused on issues in the automotive world. Mr. Richards previously served as a director of Phytome Life Sciences, a U.K. plant-based medical research company from 2019 to 2023. Since September 2024, Mr. Richards has served as Chairman of the Cornwall Air Ambulance Trust. In the 2005 Queen’s New Year’s Honours, Mr. Richards was made a Commander of the British Empire (“CBE”) for his services to motorsport. Mr. Richards attended Brynhyfryd School in North Wales followed by five years of articles with a Liverpool firm of chartered accountants. He holds honorary doctorates and fellowships from the Universities of Wales, Coventry, Warwick and Cranfield. | | Arthur U. Mbanefo | 59 | 2021 | Mr. Mbanefo has been a director of our Company since October 2021. Since January 2023, Mr. Mbanefo has been the Managing Partner of Phoenix Merchant Partners LP, a merchant banking and private credit business, where he previously served in the same role from September 2019 until February 2020. From February 2020 to June 2022, Mr. Mbanefo was the Chief Investment Officer and Head of Principal Business and Asset Management for ORIX Corporation USA, the U.S. subsidiary of ORIX Corporation, a publicly owned, Tokyo-based international financial services company. In this role, he led investments across private equity, private credit and real estate, with a focus on the U.S. middle market. He was also an Advisory Director of the Board of ORIX Corporation USA. |

  5. INFORMATION ABOUT OUR DIRECTORS

    | Name | Age | Director Since | Biographies | | | | | Mr. Mbanefo served as the Chief Investment Officer of Barclays Bank PLC from March 2017 until June 2019 where he was responsible for all the investment of the balance sheet of Barclays Bank PLC across corporate and investment banking, markets, pension and asset management, cards and payments. Prior to this role, he was a Head of Markets at Barclays from September 2015 to February 2017 and a Managing Director at the firm in various market leadership roles from May 2009 to September 2015. Prior to Barclays, Mr. Mbanefo served as Chief Investment Officer and Chief Executive Officer of two alternative investment management firms. In addition, since May 23, 2022, he has been the Chairman of the advisory board of Datatailr Inc., a financial and data analytics and development firm. Mr. Mbanefo graduated with a Bachelor of Science with Honours from Loughborough University. He is also a Fellow Chartered Accountant. | | William Addas | 66 | 2023 | Mr. Addas has been a director of our Company since July 2023. From 2008 to 2023, Mr. Addas held numerous senior positions at BofA Securities, Inc., including Co-Head of Global Financial Institutions Group from 2021 to 2023, Co-Head of Americas Financial Institutions Group from 2019 to 2021, and Head of Specialty Finance from 2018 to 2019. From 2003 to 2008, he was a Managing Director and Head of Financial Technology and Specialty Finance at Deutsche Bank. From 2005 to 2006, he served on the board of Delta Financial Corp., a residential mortgage company. From 1996 to 2003, he was a Managing Director at Credit Suisse and Donaldson, Lufkin & Jenrette, a U.S. investment bank. From 1993 to 1996, he served as a Director of NatWest Markets Securities, a U.S. based broker-dealer. From 1984 to 1992, he practiced as an attorney at Manatt, Phelps, Phillips, Rothenberg and Tunney, where he was an Associate and later a Partner, and Wasserstein Perella, where he was an Associate. Since November 2024, Mr. Addas has been a member of the board of directors of Rithm Capital Corp. Mr. Addas holds a Bachelor of Arts from Brandeis University, and a Juris Doctor from the George Washington University Law School. |

  6. Overview of Compensation and Processes

    Overview of Compensation and Processes For 2025, executive compensation was composed of the following principal components: (i) base salaries, which were designed to retain talented executive officers and contribute to motivating and rewarding individual performance; (ii) incentive bonus awards under our Incentive Plan, which were intended to tie financial rewards to the achievement of our short- or longer-term performance objectives; and (iii) incentive awards granted under our Equity Plan, which were designed to promote the achievement of short- and long-term performance goals, and to align the long-term interests of our executive officers with those of our stockholders through the grant of such awards. In all cases, performance objectives and goals relate to the performance of our business lines and the performance of our executives at the Company and in the provision of services to our operating partnerships and subsidiaries. From time to time, we may also restructure the existing compensation arrangements of our executive officers. We may also adopt various policies or take actions related to or in addition to such restructurings, including with respect to the acceleration of the lapse of restrictions on restricted stock or acceleration of the vesting of RSUs. We may also issue potential extraordinary grants to executive officers which could be based on performance measures, including stock price increase or other measures to be specified. From time to time, we have also used employment agreements, change in control agreements, retention agreements, bonus pool letters and other arrangements, including some with specified target or guaranteed bonus components, and extraordinary bonuses to attract, motivate and retain talented executives. Any such specific current arrangements with our executive officers are summarized under “Executive Compensation — Change of Control Agreements” and “Executive Compensation — Employment Agreements and Deeds of Adherence.” Our Compensation Committee, with the assistance where appropriate of special project committees or advisors, approves and recommends to our Board that it approve the salaries, bonuses and other compensation of our executive officers. In addition, the Committee approves grants to executive officers under and otherwise administers the Incentive Plan and the Equity Plan. From time to time, our Compensation Committee has engaged a compensation consultant in connection with its compensation decisions. With respect to 2025, Korn Ferry (the “Advisor”) advised the Committee. The Committee retained the Advisor to provide surveys, information, and other assistance with respect to pay practices and compensation levels at our peer group and other companies, including comparisons with companies with multiple principal executive officers, and the Committee discussed with the Advisor all compensation arrangements for 2025. For 2025, the Committee and the Advisor also reviewed pay for performance considerations and metrics and other measures including GAAP and non-GAAP financial results, total revenues, total shareholder return, results and metrics of certain businesses such as those categorized within Fenics, progress with respect to strategic transactions and acquisitions, growth in margins, growth in market share and penetration of certain businesses, strategy and management responsibility, challenges and risk management, and other specific line items and measures in order to review performance and consider compensation awards. The Committee reviewed the Company’s total revenues as a key performance measure for 2025. The Committee and the Advisor reviewed additional performance metrics and goals for 2025, including the market penetration of the Company’s products and businesses in new geographies or markets, strategic acquisitions, joint ventures, and dispositions, and strategic hires or retention of key employees in competitive market conditions and considered various discretionary factors. The Committee reviewed this data with no particular weighting toward any specific metric or other factor. While the Committee does take into consideration peer data and percentiles, the Committee does not attempt solely to benchmark our executive compensation against any level, range, or percentile of compensation paid at any other companies, does not apply any specific measures of internal or external pay equity in reaching its conclusions, and does not employ tally sheets, wealth accumulation, or similar tools in its analysis. Our Compensation Committee considered whether the Advisor had any conflicts of interest and was otherwise independent in connection with its advice to the Committee. In doing so, the Committee considered whether the Advisor had been providing services of any other nature to us; the amount of fees received from us by the Advisor; the policies and procedures adopted by the Advisor that have been designed to prevent conflicts of interest; whether any business or personal relationships existed between the consultants employed by the Advisor who worked on Company matters and any member of the Committee; whether any business or personal relationship existed between such consultants and any of our executive officers; and whether the Advisor or such consultants hold any of our Class A common stock. The Advisor is also providing similar services to Newmark. Upon evaluating such considerations, the Committee found no conflicts of interest in the Advisor advising the Committee or other factors that compromise the independence of the Advisor’s relationship with the Compensation Committee. In attempting to strike an appropriate balance, our Compensation Committee seeks to provide our executive officers with an appropriately diversified mix of fixed and variable cash and non-cash compensation opportunities, time-based and performance-based awards, and short- and long-term incentives. In particular, our performance-based bonuses under our Incentive Plan have focused on a mix of Company-wide and product-specific operating and financial metrics, in some cases based upon our absolute performance and in other cases based upon our performance relative to our peer group or other companies. In addition, our Incentive Plan award opportunities provide for the exercise of discretion by the Committee to reduce, but not increase, amounts granted to our executive officers under the Incentive Plan, and to take individual as well as corporate performance into account in exercising that discretion. Further, the Committee retains the discretion to pay out any amounts finally awarded under the Incentive Plan in equity, rather than cash, and to include restrictions on vesting, resale and forfeiture in any such equity. Our policy for allocating between currently paid short- and long-term compensation is designed to ensure adequate base compensation to attract and retain talented executive officers, while providing incentives to maximize long-term value for our Company and our stockholders. Cash compensation is provided in the form of base salary to meet competitive salary norms and reward superior performance on an annual basis, and in the form of bonuses and awards for achievement of specific short-term goals or in the discretion of the Compensation Committee. Equity awards reward superior performance against specific objectives and long-term strategic goals and assist in retaining executive officers and aligning their interests with those of our Company and our stockholders. From time to time, we may provide additional equity awards on a periodic basis to reward superior performance, which awards may provide further long-term retention incentives.

  7. Overview of Compensation and Processes

    Base salaries for the following year are generally set for our executive officers at year-end meetings of our Compensation Committee or in the early part of the applicable year. At these meetings, the Committee also approves the incentive bonuses under our Incentive Plan and any discretionary bonuses for executive officers and grants of equity awards under our Equity Plan to our executive officers for the prior year. We provide long-term incentives to our executive officers through grants of equity awards which include restricted stock awards (“RSAs”), RSUs and other equity grants under our Equity Plan, with the number of awards determined by reference to the market price of a share of our Class A common stock on the date that the award was granted or such other date that awards to executive officers are made generally. Historically, grants under our Equity Plan that have had vesting provisions have had time-based, rather than performance-based, vesting schedules, although the plan is flexible enough to provide for performance-based vesting schedules. Historically in prior years, at or around the year-end, first quarter or second quarter Compensation Committee meetings, Mr. Howard Lutnick, in his former roles as Chairman of the Board and Chief Executive Officer made compensation recommendations to the Committee with respect to the other executive officers. Such executive officers were not present at the time of these deliberations. The Committee historically reviewed information from Mr. Howard Lutnick as it deemed necessary or appropriate and the input from the Advisor, but ultimately the Committee made the sole determination of the compensation of all of our executive officers, including that of Mr. Howard Lutnick during the periods where he served as an executive officer. Beginning with compensation for fiscal year 2025, our Co-Chief Executive Officers and other executive officers separately presented recommendations to our Compensation Committee with respect to their compensation and the compensation of the other executive officers. The Committee also met separately in executive sessions with the Advisor outside the presence of our executive officers to discuss compensation. The Committee deliberated on compensation decisions with respect to all executive officers with recommendations from the executive officers, members of our Board, and from time to time with recommendations of our controlling stockholder. When making its final compensation deliberations, the Committee met separately in executive sessions outside the presence of our executive officers. The Compensation Committee will continue to maintain its process of deliberation and to make the sole determination of the compensation of all of our executive officers. During the first half of each fiscal year, it has been the practice of our Compensation Committee to establish annual incentive performance goals or guidelines for executive officers under the Incentive Plan, with the Committee retaining discretion to determine any bonuses earned at or after the end of the year. All executive officers in office at that time are eligible to participate in the Incentive Plan. In all cases, such performance measures relate to the performance of our executive officers at the Company and in the provision of services to our operating partnerships and subsidiaries.

  8. Timing of Awards

    Timing of Awards Equity awards to our executive officers that are in payment of Incentive Plan or discretionary bonuses are typically granted annually in conjunction with our Compensation Committee’s review of Company and individual performance of our executive officers, although interim grants may be considered and approved from time to time. The Committee’s annual review generally takes place at year-end meetings, which are generally held in the first quarter of each year, although the reviews may be held at any time and from time to time throughout the year. Grants to executive officers may be made on a mid-year or other basis in the event of business developments, changing compensation requirements or other factors, in the discretion of the Committee. Our policy in recent years has generally been to award year-end grants to executive officer recipients by the end of the calendar year or in or shortly after the first quarter thereafter, with grants to non-executive employees occurring closer to the end of the first quarter of the following year. Grants, if any, to newly hired employees are generally effective on the first day of the quarter following the employee’s first day of employment. In addition, from time to time the Company may offer compensation enhancements or modifications to employees that it does not offer to its executive officers. The exercise price of all exercisable equity-based compensation is set at the closing price of our Class A common stock on Nasdaq on the date of grant. With respect to limited partnership units prior to the Corporate Conversion and other equity-based awards in general, grants were made based on a dollar value, with the number of units or shares determined by reference to the market price of our Class A common stock on the date of grant or other factors such as the number of outstanding units intended to receive exchange rights or distribution-earning rights. The Compensation Committee does not grant equity-based awards in anticipation of the release of material nonpublic information, nor do we accelerate or delay the release of material nonpublic information based on equity award grant dates or for the purpose of affecting the value of executive compensation.

  9. Equity Plan Awards

    Equity Plan Awards It is the Compensation Committee’s general policy to award RSUs and other equity awards (or partnership awards prior to the Corporate Conversion) to our executive officers in order to align their interests with those of our long-term investors and to help attract and retain qualified individuals. Our Equity Plan permits the Committee to grant restricted stock, stock options, stock appreciation rights, deferred stock such as RSUs, bonus stock, performance awards, dividend equivalents, and other stock-based awards, including, prior to the Corporate Conversion, to provide exchange rights for shares of our Class A common stock and cash settlement awards relating to BGC Holdings limited partnership units. Our Compensation Committee retains the right to grant a combination of forms of such awards under our Equity Plan to executive officers as it considers appropriate or to differentiate among executive officers with respect to different types of awards, however the Committee has granted joint authority to Messrs. Abularrage, Aubin, and Windeatt, our Co-Chief Executive Officers, to grant awards to non-executive officer employees of our Company under the Equity Plan and to establish sub-plans for such persons.

  10. Retentive Nature of Equity Awards

    Retentive Nature of Equity Awards We consider our RSUs to be highly retentive due to the long-term vesting and forfeiture provisions relating to these awards. These awards contain extended vesting schedules which we consider to be highly retentive and that vary based upon compensation level and role, which in most cases are largely dependent upon continued service. Our executive officers currently hold much of their personal net worth in our equity-based awards in addition to stock held outright. Mr. Merkel also holds partnership units in Cantor, which together with Mr. Brandon Lutnick and CFGM, holds 75.5% of the Total Voting Power of our outstanding common stock as of September 22, 2026.

  11. Tax and Accounting Treatment

    Tax and Accounting Treatment Our management and Compensation Committee recognize that we are subject to certain Financial Accounting Standards Board and SEC guidance on share-based awards and other accounting charges with respect to compensation of our executive officers and other employees. However, management and the Committee do not believe that these accounting charges should necessarily determine the appropriate types and levels of compensation to be made available. Where material to the Committee’s decisions, these accounting charges will be described in our compensation discussion and analysis, compensation tables and related narratives. Prior to the Corporate Conversion, the BGC Partners Compensation Committee granted equity and partnership awards to our executive officers in a variety of ways under the BGC Partners Compensation Plans, including restricted stock, RSUs, exchange rights, cash settlement awards, options and other equity grants under the BGC Partners Equity Plan and non-exchangeable limited partnership unit awards under the Participation Plan. Currently, after the Corporate Conversion, our Compensation Committee may grant equity awards to our executive officers in a variety of ways under the BGC Group Compensation Plans, including RSUs, RSAs, cash awards, options and other equity awards under our Equity Plan. Grants of such awards may have different accounting and tax treatments and may be reported differently in the compensation tables and related narratives depending on the type of award granted and how and when it is granted. For U.S. GAAP purposes, a compensation charge for BGC Holdings limited partnership units with no stated vesting schedule was recognized at fair value on the date that an exchange right was granted to such units to acquire shares of Class A common stock, or such units were redeemed in connection with the issuance of shares of Class A common stock. Additionally, when the shares of Class A common stock were issued upon exchange or redemption, a U.S. federal income tax deduction was generally allowed equal to the fair market value of a share of our Class A common stock on the date of exchange or redemption. If shares of restricted stock granted are not subject to continued employment or service with us or any affiliate or subsidiary of ours, even if they are subject to compliance with our customary non-compete obligations, the grant-date fair value of the restricted stock will be expensed on the date of grant. Furthermore, equity-based compensation expense recognized under U.S. GAAP during the period, for equity-based awards with a stated vesting schedule (including, prior to the Corporate Conversion, units with a stated schedule for the grants of exchange rights), is based on the value of the portion of equity-based payment awards that is ultimately expected to vest. The grant-date fair value of equity-based awards with a stated vesting schedule is amortized to expense ratably over the awards’ vesting periods. As this equity-based compensation expense recognized in the Company’s Consolidated Statements of Operations is based on awards ultimately expected to vest, it is reviewed for estimated forfeitures. Further, forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. In cases where actual forfeitures change original forfeiture assumptions, then an adjustment to previously recognized compensation cost and the related deferred tax asset will be recorded. For tax purposes, a U.S. federal income tax deduction is generally allowed on RSUs and restricted stock when restrictions lapse and vesting into shares of Class A common stock occurs. At that time, the Company will determine if there is any excess tax benefit or deficiency by reference to the current stock price in relation to the grant date fair value.

  12. Consideration of Peer Data for 2025 and Other Factors

    Consideration of Peer Data for 2025 and Other Factors As part of its compensation process, in addition to qualitative and strategic factors, the Compensation Committee considered various peer, financial and market metrics by reviewing the latest public financial information available at the time as compared with the disclosed growth of these same metrics for BGC’s traditional public peers, Compagnie Financière Tradition SA and TP ICAP Group plc, compared to the prior year. These metrics included total consolidated revenue, year-to-date share price and market capitalization changes, cumulative one-, three-, and five-year total shareholder return, changes in margins, and other financial measures including financial results and metrics of certain businesses such as those categorized within Fenics, and growth in market share and penetration of certain of our businesses. Items noted during the Committee’s review included growth in our total consolidated revenue and cumulative total shareholder return in all cases as compared to peers in the relevant periods presented. Performance data, including both financial and market data, is often reviewed by the Committee as presented by management and by the Advisor. As part of its compensation process, the Committee reviewed this peer data broadly and as part of its mix of factors, with no particular weighting toward any specific metric or other factor. Further, as discussed under “— Overview of Compensation and Processes,” while we use market data from peer companies as a reference point for evaluating our executive compensation program among other qualitative and quantitative factors, we do not benchmark against any specific compensation level or metric.

  13. Base Salary

    Base Salary Our executive officers receive base salaries or similar cash payments intended to reflect their skills, expertise and responsibilities. Subject to any applicable employment or other agreements, such payments and subsequent adjustments, if any, will be reviewed and approved by our Compensation Committee annually, based on a variety of factors, which may include, from time to time, a review of relevant salaries of executives at our peer group of companies and others and each executive officer’s individual performance for the prior year, including each executive officer’s experience and responsibilities. We generally establish base pay at levels comparable to our peer group and other companies which employ similarly skilled personnel, including CME Group, Inc., Compagnie Financière Tradition SA, Evercore Inc., Houlihan Lokey, Inc., Interactive Brokers Group, Inc., Intercontinental Exchange, Inc., Lazard, Inc., LPL Financial Holdings Inc., MarketAxess Holdings, Inc., Nasdaq, Inc., Oppenheimer Holdings Inc., Piper Sandler Companies, Raymond James Financial, Inc., The Charles Schwab Corporation, Stifel Financial Corp., TP ICAP Group plc, Tradeweb Markets Inc. and Virtu Financial, Inc. While we determine these levels by reviewing publicly available information with respect to our peer group of companies and others, we have not traditionally engaged in benchmarking against a certain market percentile or otherwise, either individually or in the aggregate.

  14. Incentive Plan Awards

    Incentive Plan Awards We generally intend to award performance-based compensation in the form of bonuses to our executive officers, including pursuant to the Incentive Plan. The Compensation Committee believes that such performance-based compensation appropriately aligns the interests of our executive officers with the interests of our stockholders. With respect to each performance period, our Compensation Committee specifies the applicable performance criteria and targets to be used under the Incentive Plan for that performance period. These performance criteria, which may vary from participant to participant, will be determined by the Committee and may be based upon one or more of the following performance measures and may be expressed on an absolute and/or relative basis and on a GAAP or non-GAAP basis: • pre-tax or after-tax net income; • pre-tax or after-tax operating income; • total or gross revenues or similar items; • profit, earnings or other margins; • stock price, dividends and/or total stockholder return; • EBITDA measures; • cash flow(s); • market share; • pre-tax or after-tax earnings per share; • pre-tax or after-tax operating earnings per share; • expenses; • return on investment or equity; • environmental, social, and governance, sustainability, or similar criteria; or • strategic business criteria, consisting of one or more objectives based upon meeting specific revenue, market penetration, or geographic business expansion goals, cost targets and goals relating to acquisitions or divestitures or any combination thereof or similar objectives or criteria as determined by the Compensation Committee. The actual Incentive Plan bonus paid to any given participant at the end of a performance period is based upon the extent to which the applicable performance goals for such performance period are achieved, subject to the exercise of negative discretion to determine bonuses based on such factors as the Compensation Committee determines, and may be paid in cash or in equity awards. These awards also serve as incentives for future performance and retention. In addition, from time to time, our Compensation Committee may provide for target or guaranteed bonuses in employment or other agreements in order to attract and retain talented executives, or may grant ad hoc discretionary bonuses when an executive officer is not eligible to participate in the Incentive Plan award opportunities for that performance period or when it otherwise considers such bonuses to be appropriate. Such bonuses may also be paid in cash or in equity awards. Pursuant to the terms of the Abularrage Employment Agreement and the Abularrage Bonus Pool Letter, Mr. Abularrage receives a guaranteed annual bonus and participates in an incentive Bonus Pool (as defined below), in addition to being eligible to receive a bonus pursuant to the Incentive Plan. For further information, see “Executive Compensation — John Abularrage Agreements and 2025 Awards” and “Executive Compensation — Employment Agreements and Deed of Adherence — John Abularrage Agreements.”

  15. Incentive Plan Bonus Goals for 2025

    Incentive Plan Bonus Goals for 2025 In April 2025, our Compensation Committee determined that Messrs. Merkel, Abularrage, Aubin, Windeatt and Hauf would be participating executives for 2025 in our Incentive Plan. In the case of our U.K.-based executive officer, Mr. Windeatt, the bonus award opportunities are governed by the Incentive Plan and administered by the Committee. For 2025, the Compensation Committee established performance criteria for all executive officers and determined that each individual would be eligible for the opportunity to be paid a bonus equal to the maximum value allowed for each individual pursuant to the terms of the Incentive Plan (i.e., $25 million) provided that (i) the Company achieved operating profits or Adjusted Earnings annually for 2025, as calculated on substantially the same basis as in the Company’s earnings release for the fiscal year ended December 31, 2024, (ii) the Company achieved improvement or percentage growth in gross revenue or total or net transaction volumes for any product for 2025 as compared to 2024 over any of its peer group members or other industry measures, as reported in the Company’s earnings release for the fiscal year ended December 31, 2025, in each case calculated on substantially the same basis as in the Company’s 2024 earnings release and compared to the most recently available peer group information or other industry measures, (iii) the Company increased its market penetration for any product or business into any new market or geography in 2025 as compared to 2024, (iv) the Company increased its revenue for any product or business so as to achieve greater diversification of its existing businesses in 2025 as compared to 2024, (v) the Company achieved the successful execution in 2025 of any material, significant, accretive, or strategic acquisition, entry into any joint venture, or disposition of any business or asset, (vi) the Company achieved in 2025 the strategic hire, retention or development of key personnel in competitive market conditions, or (vii) the Company achieved in 2025 other strategic or significant performance as recognized by the Compensation Committee in its sole discretion (collectively, the “Performance Goals”). The Compensation Committee determined that the payment of any such bonus may be in the form of cash, shares of our Class A common stock, other equity awards permitted under our Equity Plan or otherwise. The Committee retained the right to reduce, in its sole and absolute discretion, the amount of any Incentive Plan bonus payment based upon any factors it determines, including whether and the extent to which the Performance Goals or any other corporate, as well as individual, performance objectives had been achieved.

  16. Incentive Plan Bonuses Awarded for 2025

    Incentive Plan Bonuses Awarded for 2025 On March 4, 2026, having determined that the Performance Goals established in the second quarter of 2025 had been met for 2025, our Compensation Committee made awards to the participating executive officers for 2025 under our Incentive Plan. The equity awards were granted using a stock price of $9.63 and are designed to provide long-term incentives to promote the Company’s financial performance. In addition to short-term cash compensation awarded to the participating executives, the Committee awarded significant portions of the 2025 Incentive Plan awards to the participating executives in the form of RSUs (which vest ratably on each of the first (1st) through fifth (5th) anniversaries of the grant date provided the executive officer is substantially providing services to BGC on each vesting date, and contingent upon BGC and its affiliates generating at least $5 million in revenue for the quarter in which the vesting occurs) and RSUs-LLP (which are RSUs that have a three year cliff vesting and are specific to individuals that are members of the U.K. Partnership) in the case of Mr. Windeatt. By choosing to pay a portion of Messrs. Aubin’s, Abularrage’s, Windeatt’s, Hauf’s and Merkel’s award in equity, the Compensation Committee expects to incentivize our executive officers with respect to future performance and encourage ongoing contributions to management, our results and our existing and future businesses. The approval and issuance of the equity awards was effective April 1, 2026. In making its bonus determinations for 2025, our Compensation Committee considered various qualitative and quantitative compensation factors, including the Performance Goals, the retentive effect of the payment of appropriate compensation for each executive officer, and the Company’s financial performance as a whole and the performance of various business lines, including as compared to peer data. The impact of any of these measures during 2025 or beyond may materially impact the value of current and previous equity awards, thus aligning the interests of the executive officers with those of our stockholders. The Compensation Committee also considered the pay practices of the Company’s peer group and other companies, including a compensation survey prepared by, and advice from, the Advisor. The Compensation Committee reviewed specific compensation data provided by the Advisor relating to compensation practices at other people-based and brokerage businesses. The Compensation Committee also reviewed data provided by the Advisor relating to compensation and monetization of other executives departing public companies for public service. The specific Incentive Plan awards to our executive officers were as follows: • Mr. Abularrage’s 2025 award consisted of an aggregate bonus of $1,750,000, in addition to a contractual award of $2,500,000 received under the Abularrage Employment Agreement (as defined below), and a contractual award of $4,650,000 under the Abularrage Bonus Pool Letter, collectively aggregating $8,900,000 of awards attributed by the Compensation Committee to 2025 for Mr. Abularrage. For his Incentive Plan award, $1,750,000 was paid (i) $347,500 in current cash compensation; and (ii) $1,402,500 in a long-term award of 145,639 RSUs. In exercising its discretion regarding the amount and form of this award, the Committee considered his new role as Co-CEO and responsibilities and duties, the Company’s financial performance, including the performance of FMX, internal data and external peer data, as well as his additional front-office and management responsibilities. The Committee also considered Mr. Abularrage’s contractual award under the Bonus Pool when determining the equity and cash split of his Incentive Plan award. For further information on Mr. Abularrage’s contractual awards, see “Executive Compensation — John Abularrage Agreements and 2025 Awards” and “Executive Compensation — Employment Agreements and Deed of Adherence — John Abularrage Agreements.” • Mr. Aubin’s 2025 award consisted of an aggregate bonus of €5,670,000 ($6,596,478 as of March 4, 2026) and was paid (i) €3,438,750 in current cash compensation; and (ii) €2,231,250 in a long-term award of 269,557 RSUs. In exercising its discretion regarding the amount and form of this award, the Committee considered his new role as Co-CEO and responsibilities and duties, the Company’s financial performance, internal data and external peer data, as well as his additional front-office and management responsibilities. • Mr. Windeatt’s 2025 award consisted of an aggregate bonus of £4,915,000 ($6,573,813 as of March 4, 2026) and was paid (i) £2,932,250 in current cash compensation; and (ii) £1,982,750 in a long-term award of 268,498 RSUs-LLP, granted after application of a 2.5% adjustment for the U.K. Partnership administration fee, and which vest April 1, 2029, provided he remains a member in good standing of the U.K. Partnership on the vesting date and has complied at all times with his then-current Deed of Adherence with the U.K. Partnership and all other agreements with BGC and its affiliates, and that U.K. Partnership senior management has reasonably determined that he has at all times satisfactorily performed his duties for the U.K. Partnership, taking into account, inter alia, as applicable, his performance evaluation(s) and adherence to regulatory obligations, compliance requirements, and applicable law. The RSUs-LLP reflect the revised design and terms of the U.K. Partnership structure generally based on current tax guidance. In exercising its discretion regarding the amount and form of this award, the Committee considered his new role as Co-CEO and responsibilities and duties including management of brokerage relationships and brokers, acquisitions and the Company’s financial performance, internal data and external peer data, as well as his additional front-office and management responsibilities. • Mr. Hauf’s 2025 award consisted of an aggregate bonus of $950,000 was paid (i) $537,500 in current cash compensation; and (ii) $412,500 in a long-term award of 42,835 RSUs. In exercising its discretion regarding the amount and form of this award, the Committee considered his strong efforts in managing the financial reporting function and participation in acquisitions and strategy. • Mr. Merkel’s 2025 award consisted of an aggregate bonus of $2,000,000 and was paid (i) $1,250,000 in cash compensation; and (ii) $750,000 in a long-term award of 77,882 RSUs. In exercising its discretion regarding the amount and form of this award, the Committee considered retention and his broad role in managing legal and regulatory issues during the year, his guidance on regulatory and other matters for new business initiatives and overall leadership on business, legal, personnel and regulatory matters in 2025, as well as his additional management responsibilities before and after Mr. Howard Lutnick’s departure. For all compensation that relied upon converting U.S. dollars into U.K. pounds, the U.S. dollar to U.K. pound exchange rate on March 4, 2026, the date that our Compensation Committee approved the 2025 year-end compensation, was used, which was 1.3375 U.S. dollars to 1 U.K. pound. For all compensation that relied upon converting U.S. dollars into Euros, the Euro exchange rate on March 4, 2026, the date that our Compensation Committee approved the 2025 year-end compensation, was used, which was 1.1634 U.S. dollars to 1 Euro.

  17. Incentive Plan Bonuses Awarded for 2025

    The Incentive Plan cash bonuses for Messrs. Abularrage, Aubin, Windeatt, Hauf, and Merkel as a percentage of the overall total compensation attributed to them by the Compensation Committee in Incentive Plan awards for 2025 was approximately 19.86% (62.05% if considering the cash portions of his Incentive Plan award and his contractual awards as a percentage of the total amounts awarded to Mr. Abularrage, excluding salary), 60.65%, 59.66%, 56.58%, and 62.50%, respectively.

  18. Incentive Plan Bonus Goals for 2026

    Incentive Plan Bonus Goals for 2026 In April 2026, our Compensation Committee determined that Messrs. Merkel, Abularrage, Aubin, Windeatt and Hauf, our current executive officers, would be participating executives for 2026 in our Incentive Plan. For 2026, the Committee established performance criteria for all executive officers and determined that each individual would be eligible for the opportunity to be paid a bonus equal to the maximum value allowed for each individual pursuant to the terms of the Incentive Plan (i.e., $25 million) provided that (i) the Company achieves operating profits or Adjusted Earnings annually for 2026, as calculated on substantially the same basis as in the Company’s earnings release for the fiscal year ended December 31, 2025 (the “2025 earnings release”), (ii) the Company achieves improvement or percentage growth in gross revenue or total or net transaction volumes for any product for 2026 as compared to 2025 over any of its peer group members or other industry measures, as reported in the Company’s earnings release for the fiscal year ended December 31, 2026, in each case calculated on substantially the same basis as in the Company’s 2025 earnings release and compared to the most recently available peer group information or other industry measures, (iii) the Company increases its market penetration for any product or business into any new market or geography in 2026 as compared to 2025, (iv) the Company increases its revenue for any product or business so as to achieve greater diversification of its existing businesses in 2026 as compared to 2025, (v) the Company achieves the successful execution in 2026 of any material, significant, accretive, or strategic acquisition, entry into any joint venture, or disposition of any business or asset, (vi) the Company achieves in 2026 the strategic hire, retention or development of key personnel in competitive market conditions, (vii) the Company meaningfully engages in 2026 in automation initiatives, AI adoption and other appropriate technology efficiencies or progression, or (viii) the Company achieves in 2026 other strategic or significant performance as recognized by the Committee in its sole discretion (collectively, the “2026 Performance Goals”). The 2026 Performance Goals, in each case, are expected to be reviewed by the Compensation Committee with no particular weighting toward any specific 2026 Performance Goal or other factor and are subject to any appropriate corporate adjustment to reflect stock splits, reverse stock splits, mergers, spin offs or any other extraordinary corporate transactions. As each of the Company’s executive officers also provides services to certain of our operating partnerships and subsidiaries, potential bonuses for 2026 are also on behalf of all such operating partnerships and subsidiaries, as may be applicable. The Compensation Committee determined that the payment of any such amount may be in the form of cash, shares of Class A common stock, or other equity awards permitted under our Equity Plan. To the extent determined to reflect the portion of an executive officer’s compensation related to services performed for a particular subsidiary, entity or affiliate, as noted above, the cost of compensation awarded under any of the BGC Group Compensation Plans shall be borne by such operating partnership or entity. The Committee, in its sole and absolute discretion, retains the right to reduce the amount of any Incentive Plan bonus payment based upon any factors it determines, including whether and the extent to which the 2026 Performance Goals or any other corporate, as well as individual, performance objectives have been achieved. The Committee retains discretion to authorize bonuses and other awards, as well as other compensation, to the participating executives regardless of whether or not such bonuses or other compensation is tax deductible by the Company under tax law in effect at such time.

  19. John Abularrage Employment Agreement Guaranteed Bonus and Bonus Pool Award

    John Abularrage Employment Agreement Guaranteed Bonus and Bonus Pool Award Pursuant to the terms of the Abularrage Employment Agreement, Mr. Abularrage receives a base salary of $750,000 per year and a guaranteed annual bonus of $2,500,000 (collectively, his “Guaranteed Compensation”). The Compensation Committee may determine in its discretion to award up to twenty-five percent (25%) of Mr. Abularrage’s annual Guaranteed Compensation in the form of an equity award of RSUs vesting in equal annual installments over five years. As further described in “Executive Compensation — John Abularrage Employment Agreements — Abularrage Bonus Pool Letter,” Mr. Abularrage is eligible for an allocation of an incentive bonus pool (the “Bonus Pool”) relating to the profit before tax (“PBT”) of the businesses which Mr. Abularrage is responsible for, including certain businesses that have been acquired since January 1, 2025 less a funding charge, and subject to adjustment as determined by the Board. As described in the Abularrage Bonus Pool Letter, a baseline amount of $53,050,000 is reduced from the PBT of the applicable businesses, and to the extent the amount is greater than zero, Mr. Abularrage may receive a Bonus Pool award after applying the Bonus Pool Payout Rate, as defined in the Abularrage Bonus Pool Letter. In 2025, the total applicable PBT was $115,000,000, and after application of the Bonus Pool Payout Rate, Mr. Abularrage was entitled to receive 7.5% of that amount, resulting in a net Bonus Pool award amount of $4,650,000. Mr. Abularrage received his Guaranteed Compensation for 2025 pursuant to the terms of the Abularrage Employment Agreement, and pursuant to the terms of the Abularrage Bonus Pool Letter, on March 4, 2026, the Compensation Committee (i) determined Mr. Abularrage’s Bonus Pool allocation for 2025 was $4,650,000 based upon the performance described above, for a total of $7,900,000 in contractual compensation, and (ii) pursuant to the terms of the Abularrage Employment Agreement and Abularrage Bonus Pool Letter, the Compensation Committee determined that 25% of Mr. Abularrage’s $7,900,000 contractual compensation would be paid in the form of a grant of 205,088 RSUs based on the stock price of $9.63, which was the closing price of our Class A common stock on March 4, 2026. The RSUs vest ratably on each of the first (1st) through fifth (5th) anniversaries of the grant date provided he is substantially providing services to BGC on each vesting date, and contingent upon BGC and its affiliates generating at least $5 million in revenue for the quarter in which the vesting occurs. Of the 205,088 RSUs granted to Mr. Abularrage, 84,372 RSUs ($812,500) were allocated to his guaranteed annual bonus and 120,716 RSUs ($1,162,500) were allocated to his participation in the incentive Bonus Pool. For more information on the terms of the Abularrage Employment Agreement and the Abularrage Bonus Pool Letter, see “Executive Compensation — Employment Agreements and Deed of Adherence — John Abularrage Agreements.”

  20. 2025 Actions Regarding Outstanding Awards

    2025 Actions Regarding Outstanding Awards On February 5, 2025, the Company accelerated the vesting of Mr. Howard Lutnick’s 1,304,864 RSUs granted under the BGC Group Equity Plan, which each represented a contingent right to receive one share of Class A common stock. The Company withheld 721,590 shares for taxes at $9.38 per share and the remaining 583,274 shares were delivered to him. The acceleration of the vesting of the RSUs and the withholding of shares for taxes was approved by the Compensation Committee. On July 30, 2025, the Company accelerated the vesting of 37,092 of Mr. Hauf’s RSUs granted under the BGC Group Equity Plan, which each represented a contingent right to receive one share of Class A common stock. The Company withheld 12,849 shares for taxes at $9.72 per share and the remaining amount of 24,243 shares were delivered to him. Additionally, on July 30, 2025, the Company accelerated the vesting of $125,000 of Mr. Hauf’s RSU Tax Accounts. The acceleration of the vesting of the RSUs and RSU Tax Account and the withholding of shares for taxes was approved by the Compensation Committee.

  21. 2023 Actions Regarding Outstanding Awards

    2023 Actions Regarding Outstanding Awards On May 18, 2023, all of Messrs. Merkel’s and Howard Lutnick’s BGC Holdings LPUs were redeemed or exchanged. See “— Compensation Actions Taken in Connection with the Corporate Conversion” and “— Former Standing Policy for Mr. Howard Lutnick” for a discussion of the treatment of partnership unit awards held by our executive officers in connection with the Corporate Conversion. On April 1, 2021, the Compensation Committee granted Mr. Windeatt 128,279 non-exchangeable BGC Holdings LPUs. Pursuant to the exchange rights schedule of the grant, on April 1, 2023, the 128,279 non-exchangeable BGC Holdings LPUs became immediately exchangeable. On June 8, 2023, the Company repurchased all of Mr. Windeatt’s 128,279 exchangeable BGC Holdings LPUs at a price of $4.79 per unit, which was the closing price of a share of our Class A common stock on June 8, 2023. See “— Compensation Actions Taken in Connection with the Corporate Conversion” for discussion of the impact of the Corporate Conversion on awards held by our executive officers then in office. On July 10, 2023, the Compensation Committee approved accelerating the vesting of 720,509 of the Company’s RSUs held by Mr. Windeatt (calculated based upon the closing price of the Company’s Class A common stock on July 10, 2023, which was $4.45) and the vesting of $780,333 of the RSU Tax Account held by Mr. Windeatt. Such RSUs and RSU Tax Account amount vested on July 12, 2023, and the total value of this transaction was approximately $3,986,600.

  22. Former Standing Policy for Mr. Howard Lutnick

    Former Standing Policy for Mr. Howard Lutnick In December 2010, as amended in 2013 and in 2017, the BGC Partners Audit Committee and Compensation Committee approved a standing policy that gave Mr. Howard Lutnick the same right, subject to certain conditions, to accept or waive opportunities offered to other executive officers to monetize or otherwise provide liquidity with respect to some or all of their limited partnership units of BGC Holdings or to accelerate the lapse of or eliminate any restrictions on equity awards, and provided generally that Mr. Howard Lutnick would be treated no less favorably than, and in proportion to, any other executive officer with respect to the change, right or modification of partnership or equity awards. The description of the standing policy prior to the Corporate Conversion was generally consistent with the existing policy except that it included partnership units, which are no longer outstanding following the Corporate Conversion. Mr. Howard Lutnick historically elected to waive his right to participate in most such opportunities under the standing policy. In connection with the Corporate Conversion, on May 18, 2023 the BGC Partners Compensation Committee approved the redemption of all of the non-exchangeable BGC Holdings units held by Mr. Merkel at that time. On May 18, 2023, Mr. Merkel’s 148,146 NPSU-CVs, 33,585 PSU-CVs, and 74,896 PSUs were redeemed for zero and an aggregate of 256,627 shares of Class A common stock were granted to Mr. Merkel, and 148,146 NPPSU-CVs with a total determination amount of $681,250 and 33,585 PPSU-CVs with a total determination amount of $162,500 were redeemed for an aggregate cash payment of $843,750. After deduction of shares of BGC Partners Class A common stock to satisfy applicable tax withholding through the surrender of shares of BGC Partners Class A common stock valued at $4.61 per share, Mr. Merkel received 196,525 net shares of Class A common stock. Since Mr. Howard Lutnick had previously repeatedly waived his rights under the standing policy, as of May 18, 2023 his rights had accumulated for 7,879,736 non-exchangeable PSUs, and 103,763 non-exchangeable PPSUs with a determination amount of $474,195. Due to the May 18, 2023 monetization of all of Mr. Merkel’s then-remaining non-exchangeable BGC Holdings units, on such date Mr. Howard Lutnick received additional incremental monetization rights for his then-remaining 3,452,991 non-exchangeable PSUs, and 1,348,042 non-exchangeable PPSUs with a determination amount of $6,175,805. In connection with the Corporate Conversion and, as a result of the monetization event for Mr. Merkel, on May 18, 2023 Mr. Howard Lutnick elected to exercise in full his monetization rights under the standing policy, which he had previously waived in prior years. All of the non-exchangeable BGC Holdings units that Mr. Howard Lutnick held at that time were monetized as follows: 11,332,727 PSUs were redeemed for zero and 11,332,727 shares of Class A common stock were granted to Mr. Howard Lutnick, and 1,451,805 PPSUs with an aggregate determination amount of $6,650,000 were redeemed for an aggregate cash payment of $6,650,000. After deduction of applicable tax withholding through the surrender of shares of BGC Partners Class A common stock valued at $4.61 per share, Mr. Howard Lutnick received 5,710,534 net shares of Class A common stock. On May 18, 2023, Mr. Howard Lutnick also exchanged his then-remaining 520,380 exchangeable PSUs for 520,380 shares of Class A common stock. After deduction of applicable tax withholding through the surrender of shares of BGC Partners Class A common stock valued at $4.61 per share, Mr. Howard Lutnick received 232,610 net shares of Class A common stock. In addition, on May 18, 2023, Mr. Howard Lutnick’s then-remaining 1,474,930 non-exchangeable HDUs were redeemed for a cash capital account payment of $9,148,000, $2.1 million of which was paid by BGC Partners with the remainder paid by Newmark Group, Inc. As a result of the various transactions on May 18, 2023 described above, on May 18, 2023, Messrs. Howard Lutnick and Merkel no longer held any limited partnership units of BGC Holdings. On July 1, 2023, in connection with the Corporate Conversion, the Board of Directors and Audit Committee of BGC Group approved the BGC Group standing policy, which provided Mr. Howard Lutnick the same rights, subject to certain conditions. As of February 18, 2025, the date that Mr. Howard Lutnick stepped down from his positions with the Company, Mr. Howard Lutnick no longer had awards for which he had previously waived monetization rights and for which he could have had future monetization rights pursuant to the standing policy.

  23. Compensation Actions Taken in Connection with the Corporate Conversion

    | Name and Position | Assumed RSUs (BGC Group Class A common stock)(2) | Assumed RSAs (BGC Group Class A common stock)(2) | Substitute RSUs (BGC Group Class A common stock)(3) | Substitute RSAs (BGC Group Class A common stock)(4) | Substitute Tax Account Awards (Cash) ($)(5) | | Mr. Sean A. Windeatt, Co-Chief Executive Officer and Chief Operating Officer | — | — | 930,547(6) | 398,439(7) | $1,292,575(8) | | Mr. Stephen M. Merkel, Executive Vice President and General Counsel(1) | — | — | — | — | $— | | Mr. Howard Lutnick, former Chairman of the Board and Chief Executive Officer(1) | — | — | — | — | $— | | Mr. Jason W. Hauf, Chief Financial Officer | — | — | 43,900(9) | — | $156,249(10) | | Executive Group | — | — | 974,447 | 398,439 | $1,448,824 | | Non-Executive Director Group | 62,193(11) | — | — | — | $— | | Non-Executive Officer Employee and Service Provider Group | 12,224,374 | 4,982,463 | 46,830,010 | 38,211,794 | $121,670,595 | | Total | 12,286,567 | 4,982,463 | 47,804,457 | 38,610,233 | $123,119,419 |

  24. Compensation Actions Taken in Connection with the Corporate Conversion

    ____________ (1) As a result of the May 18, 2023 redemption and exchange transactions described under “Compensation Discussion and Analysis — Former Standing Policy for Mr. Howard Lutnick,” all of the outstanding partnership units held by Messrs. Howard Lutnick and Merkel were redeemed on that date, and neither held any partnership units at the closing of the Corporate Conversion. (2) Assumed RSUs and RSAs consist of BGC Group Equity Plan awards relating to BGC Partners RSUs and RSAs that were outstanding immediately prior to closing of the Corporate Conversion. In each case, such assumed BGC Group RSUs and RSAs have the same terms and conditions as were applicable to the BGC Partners awards to which they relate. (3) Substitute RSUs consist of BGC Group Equity Plan awards that replaced certain non-exchangeable BGC Holdings limited partnership units, including Grant Units, HD-Units, REUs, RPUs, PSUs, PSIs, PSEs, NPSU-CVs, and NPSUs, each as defined in the Corporate Conversion Agreement. The terms of the substitute RSUs vary depending upon the type of limited partnership unit that they replaced, in accordance with the terms of the Corporate Conversion Agreement. (4) Substitute RSAs consist of BGC Group Equity Plan awards that replaced certain non-exchangeable BGC Holdings limited partnership units, including LPU-NEWs, LPUs, NLPU-CVs, NLPU-NEWs, NLPUs, PLPUs, and NPLPUs, each as defined in the Corporate Conversion Agreement. The terms of the substitute RSAs vary depending upon the type of limited partnership unit that they replaced, in accordance with the terms of the Corporate Conversion Agreement. (5) Substitute cash Tax Account awards consist of BGC Group Equity Plan awards that replaced certain non-exchangeable BGC Holdings Preferred Units, including PPSUs, PPSIs, PPSEs, PREUs, PRPUs, NPPSU-CVs, and NPPSUs, each as defined in the Corporate Conversion Agreement. The terms of the substitute cash Tax Account awards vary depending upon the type of Preferred Unit that they replaced, in accordance with the terms of the Corporate Conversion Agreement. (6) Consists of (i) 210,037 RSUs that will vest on July 1, 2033, provided that Mr. Windeatt remains employed through such vesting date, and contingent upon BGC Group and its affiliates generating at least $5 million in revenue for the quarter in which the vesting occurs, and (ii) 720,509 RSUs that vested on July 12, 2023. See “Compensation Discussion and Analysis — 2023 Actions Regarding Outstanding Awards” for discussion of the accelerated vesting of these RSUs on July 12, 2023. (7) Consists of (i) 239,990 RSAs that vested on April 1, 2025, and (ii) 158,449 RSAs that vested on April 1, 2024. (8) These substitute cash Tax Account awards relate to the substitute RSUs described in footnote (6) and are settled for cash to cover withholding taxes paid when the related RSUs vest. See “Compensation Discussion and Analysis — 2023 Actions Regarding Outstanding Awards” for discussion of the accelerated vesting of certain of these substitute Tax Account awards on July 12, 2023. (9) Consists of (i) 6,808 RSUs which will vest on July 1, 2033, provided that Mr. Hauf remains employed through such vesting date, and contingent upon BGC Group and its affiliates generating at least $5 million in revenue for the quarter in which the vesting occurs, and (ii) 37,092 RSUs which vested July 30, 2025. See “Compensation Discussion and Analysis — 2025 Actions Regarding Outstanding Awards” for discussion of the accelerated vesting of these RSUs on July 30, 2025. (10) These substitute cash Tax Account awards relate to the substitute RSUs described in footnote (9) and are settled for cash to cover withholding taxes paid when the related RSUs vest. See “Compensation Discussion and Analysis — 2025 Actions Regarding Outstanding Awards” for discussion of the accelerated vesting of certain of these substitute Tax Account awards on July 30, 2025. (11) Consists of assumed RSUs held by Dr. Bell and Messrs. Mbanefo and Richards.

  25. Pension Benefits

    Pension Benefits We do not currently provide pension arrangements or post-retirement health coverage for our employees in the U.S., although we may consider such benefits in the future. For our employees in the U.K., other than executives who are members of the U.K. Partnership, we provide a pension arrangement as required by law.

  26. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation We do not provide any nonqualified deferred compensation plans to our employees, although we may consider such benefits in the future. Consultancy Agreements The U.K. Partnership has entered into a Consultancy Agreement with Mr. Windeatt and a Consultancy Contract with Mr. Aubin, which each provide for consulting fees beginning upon their respective separations from service. See “Executive Compensation — Employment Agreements and Deeds of Adherence — Sean A. Windeatt Agreements — Sean A. Windeatt Consultancy Agreement” and “— JP Aubin Agreements — Aubin Consultancy Agreement” for further information.

  27. Summary Compensation Table

    Summary Compensation Table

  28. Summary Compensation Table

    | (a) Name and Principal Position | (b) Year | (c) Salary ($) | (d) Bonus ($)(1) | (e) Equity Awards (Related to Prior Periods) ($)(2)(3) | (f) Option Awards ($) | (g) Non-Equity Incentive Plan Compensation ($)(4) | (h) Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | (i) All Other Compensation ($)(5) | (j) Total ($) | | John J. Abularrage, | 2025 | 750,000 | 2,500,000 | 1,416,057 | — | 6,400,000 | — | — | 11,066,057 | | Co-Chief Executive | 2024 | — | — | — | — | — | — | — | — | | Officer | 2023 | — | — | — | — | — | — | — | — | | JP Aubin, | 2025 | 820,197 | — | 673,772 | — | 6,596,478 | — | 320,296 | 8,410,743 | | Co-Chief Executive | 2024 | — | — | — | — | — | — | — | — | | Officer(6) | 2023 | — | — | — | — | — | — | — | — | | Sean A. Windeatt, | 2025 | 1,003,125 | 460,000 | — | — | 6,573,813 | — | — | 8,036,938 | | Co-Chief Executive | 2024 | 850,675 | — | — | — | 3,047,847 | — | — | 3,898,522 | | Officer(7) | 2023 | 896,630 | — | 1,220,725 | — | 2,251,822 | — | 420,002 | 4,789,179 | | Jason W. Hauf, | 2025 | 700,000 | — | 87,258 | — | 950,000 | — | — | 1,737,258 | | Chief Financial Officer | 2024 | 700,000 | — | — | — | 750,000 | — | — | 1,450,000 | | | 2023 | 700,000 | — | — | — | 650,000 | — | — | 1,350,000 | | Stephen M. Merkel, | 2025 | 1,000,000 | — | — | — | 2,000,000 | — | — | 3,000,000 | | Executive Vice President | 2024 | 1,000,000 | — | — | — | 1,750,000 | — | — | 2,750,000 | | and General Counsel | 2023 | 1,000,000 | — | — | — | 1,300,000 | — | — | 2,300,000 | | Howard Lutnick, | 2025 | 136,986 | — | 2,531,436 | — | — | — | — | 2,668,422 | | Former Chairman of the | 2024 | 1,000,000 | — | — | — | 14,000,000 | — | — | 15,000,000 | | Board and Chief Executive Officer | 2023 | 1,000,000 | — | 2,044,535 | — | 14,000,000 | — | — | 17,044,535 |

  29. Summary Compensation Table

    ____________ (1) For Mr. Abularrage, the $2,500,000 in column (d) for 2025 represents the guaranteed bonus Mr. Abularrage received with respect to 2025 pursuant to the terms of the Abularrage Employment Agreement. The Compensation Committee of the Board determined that this amount was to be paid $1,687,500 in cash and $812,500 in the form of 84,372 RSUs, which vest ratably on each of the first (1st) through fifth (5th) anniversaries of the grant date provided he is substantially providing services to BGC on each vesting date, and contingent upon BGC and its affiliates generating at least $5 million in revenue for the quarter in which the vesting occurs, which were approved and issued effective as of April 1, 2026, in accordance with the terms of the Abularrage Employment Agreement. See “Employment Agreements and Deeds of Adherence — John Abularrage Agreements — Abularrage Employment Agreement.” For Mr. Windeatt, the $460,000 in column (d) for 2025 represents a one-time allocation of profit in the sum of $460,000 awarded in connection with the execution of the 2025 Deed of Amendment, as defined below. See “Employment Agreements and Deeds of Adherence — Sean A. Windeatt Agreements.” (2) Column (e) does not include BGC Holdings units that have previously appeared in the Summary Compensation Table as compensation in prior years and were reflected in column (g) of the table for each of those prior years at their full notional dollar values, or the monetization thereof, including monetization through the issuance of RSUs or RSAs as substitute awards in the Corporate Conversion. See “Compensation Discussion and Analysis — Former Standing Policy for Mr. Howard Lutnick,” “Compensation Discussion and Analysis — Compensation Actions Taken in Connection with the Corporate Conversion,” and “Compensation Discussion and Analysis — Transactions with and Modifications of Awards to Executive Officers” for a discussion of the monetization events relating to these previously reported units. (3) As required by SEC rules, the 2025 amount of $1,416,057 under column (e) for Mr. Abularrage represents the grant date fair value of 164,890 RSUs granted to Mr. Abularrage on April 1, 2025 in connection with Mr. Abularrage’s 2024 year-end bonus as determined prior to his appointment as Co-Chief Executive Officer. Including only the amounts attributed by the Compensation Committee to Mr. Abularrage’s 2025 compensation in the Summary Compensation Table would result in the amount of $9,650,000 being reported for Mr. Abularrage in 2025 under column (j). As required by SEC rules, the 2025 amount of $673,772 under column (e) for Mr. Aubin represents the grant date fair value of 78,456 RSUs granted to Mr. Aubin on April 1, 2025 in connection with Mr. Aubin’s 2024 year-end bonus as determined prior to his appointment as Co-Chief Executive Officer. Including only the amounts attributed by the Compensation Committee to Mr. Aubin’s 2025 compensation in the Summary Compensation Table would result in the amount of $7,736,971 being reported for Mr. Aubin in 2025 under column (j). The 2025 amounts of $87,258 and $2,531,436 under column (e) for Mr. Hauf and Mr. Howard Lutnick, respectively, represent the incremental value of the accelerated vesting on July 30, 2025 of 37,092 of Mr. Hauf’s RSUs and on February 5, 2025 of Mr. Howard Lutnick’s 1,304,864 RSUs. See “Compensation Discussion and Analysis — 2025 Actions Regarding Outstanding Awards” for more information. The 2023 amount of $1,220,725 under column (e) for Mr. Windeatt represents the fair value of $1,218,494 of 275,055 RSUs issued to Mr. Windeatt on July 1, 2023 in connection with the Corporate Conversion and the incremental value of $2,231 in connection with their vesting on July 12, 2023. These RSUs were issued to Mr. Windeatt in exchange for certain long-term incentive awards in the form of former NLPUs granted to Mr. Windeatt in 2021, which were not previously included in column (g) at full notional value and converted into RSUs in connection with the Corporate Conversion. Column (e) does not include the other RSUs and/or RSAs issued to Messrs. Windeatt and Hauf in connection with the Corporate Conversion because they were issued in substitution of long-term incentive awards previously included in column (g) at full notional value. See “Compensation Discussion and Analysis — Compensation Actions Taken in Connection with the Corporate Conversion” for more information. The 2023 amount of $2,044,535 under column (e) for Mr. Howard Lutnick represents the aggregate fair value of the redemption of 443,500 BGC Holdings PSUs for zero and the issuance of 443,500 shares of BGC Class A common stock at $4.61 per share as a result of the May 18, 2023 exercise of Mr. Howard Lutnick’s monetization rights under the standing policy. These 443,500 BGC Holdings PSUs were issued to Mr. Howard Lutnick in connection with the monetization of long-term incentive awards originally issued to Mr. Howard Lutnick in 2019 in the form of NPSUs, which were not previously included in column (g) at full notional value. They were included in the 11,332,727 BGC Holdings PSUs which were redeemed for zero and the 11,332,727 shares of BGC Class A common stock issued on May 18, 2023. The remaining 10,889,227 BGC Holdings PSUs which were redeemed were issued to Mr. Howard Lutnick in connection with previous year-end compensation grants under the BGC Incentive Plan and were previously included under column (g) at full notional value for the applicable period. See “Compensation Discussion and Analysis — Former Standing Policy for Mr. Howard Lutnick” for more information on the standing policy. (4) The amounts in column (g) reflect the bonus awards to the named executive officers under our Incentive Plan. There is no right to receive equity-based compensation pursuant to an Incentive Plan award, but the Compensation Committee may and generally does pay such awards in a combination of cash and equity awards in its discretion. For Mr. Abularrage, column (g) also reflects amounts earned under the Abularrage Bonus Pool Letter, which similarly does not provide Mr. Abularrage with a right to receive equity-based compensation pursuant to its terms. The awards represented in column (g) for 2025 were approved on March 4, 2026. The approval and issuance of the equity portions of the awards are effective as of April 1, 2026, reflecting a stock price of $9.63 per share. The awards represented in column (g) for 2024 were approved on January 13, 2025. The approval and issuance of the equity portions of the awards are effective as of April 1, 2025, reflecting a stock price of $9.45 per share. The awards represented in column (g) for 2023 were approved on March 7, 2024 with additional adjustments to Mr. Merkel’s award approved on March 22, 2024. The approval and issuance of the equity portions of the awards were effective April 1, 2024, reflecting a stock price of $8.43 per share. For 2025, Mr. Abularrage’s Incentive Plan bonus was $1,750,000 paid $347,500 in cash and $1,402,500 in a grant of 145,639 RSUs that vest ratably on each of the first (1st) through fifth (5th) anniversaries of the grant date provided he is substantially providing services to BGC on each vesting date, and contingent upon BGC and its affiliates generating at least $5 million in revenue for the quarter in which the vesting occurs. In addition, the Compensation Committee determined that Mr. Abularrage’s Bonus Pool bonus was $4,650,000 paid $3,487,500 in cash and $1,162,500 in a grant of 120,716 RSUs that vest ratably on each of the first (1st) through fifth (5th) anniversaries of the grant date provided he is substantially providing services to BGC on each vesting date, and contingent upon BGC and its affiliates generating at least $5 million in revenue for the quarter in which the vesting occurs. See “Employment Agreements and Deeds of Adherence — John Abularrage Agreements — Abularrage Bonus Pool Letter.”

  30. Summary Compensation Table

    Mr. Aubin’s Incentive Plan bonus was $6,596,478 (€5,670,000) paid $4,000,642 (€3,438,750) in cash and a total of $2,595,836 (€2,231,250) in a grant of 269,557 RSUs that vest ratably on each of the first (1st) through fifth (5th) anniversaries of the grant date provided he is substantially providing services to BGC on each vesting date, and contingent upon BGC and its affiliates generating at least $5 million in revenue for the quarter in which the vesting occurs. Mr. Windeatt’s Incentive Plan bonus was $6,573,812 (£4,915,000) paid $3,921,884 (£2,932,250) in cash and a total of $2,651,928 (£1,982,750) in a grant of 268,498 RSUs-LLP (after application of a 2.5% adjustment for the U.K. Partnership administration fee) that vest on April 1, 2029 provided that, (a) he remains a member in good standing of the U.K. Partnership on the vesting date and has complied at all times with his then-current Deed of Adherence with the U.K. Partnership and all other agreements with BGC and its affiliates, (b) the U.K. Partnership senior management has reasonably determined that he has at all times satisfactorily performed his duties for the U.K. Partnership, taking into account, inter alia, as applicable, his performance evaluation(s) and adherence to regulatory obligations, compliance requirements, and applicable laws, and (c) BGC and its affiliates generate at least $5 million in revenue for the quarter in which the vesting occurs. Mr. Hauf’s Incentive Plan bonus was $950,000 paid $537,500 in cash and $412,500 in a grant of 42,835 RSUs which vest ratably on each of the first (1st) through fifth (5th) anniversaries of the grant date provided he is substantially providing services to BGC on each vesting date, and contingent upon BGC and its affiliates generating at least $5 million in revenue for the quarter in which the vesting occurs. Mr. Merkel’s Incentive Plan bonus was $2,000,000 paid $1,250,000 in cash and $750,000 in a grant of 77,882 RSUs that vest ratably on each of the first (1st) through fifth (5th) anniversaries of the grant date provided he is substantially providing services to BGC on each vesting date, and contingent upon BGC and its affiliates generating at least $5 million in revenue for the quarter in which the vesting occurs. For 2024, Mr. Windeatt’s Incentive Plan bonus was $3,047,847 (£2,508,000) paid $2,339,356 (£1,925,000) in cash and a total of $708,491 (£583,000) in a grant of 73,098 RSUs-LLP (after application of a 2.5% adjustment for the U.K. Partnership administration fee) which vest on April 1, 2028 provided that, (a) he remains a member in good standing of the U.K. Partnership on the vesting date and has complied at all times with his then-current Deed of Adherence with the U.K. Partnership and all other agreements with BGC and its affiliates, (b) the U.K. Partnership senior management has reasonably determined that he has at all times satisfactorily performed his duties for the U.K. Partnership, taking into account, inter alia, as applicable, his performance evaluation(s) and adherence to regulatory obligations, compliance requirements, and applicable laws, and (c) BGC and its affiliates generate at least $5 million in revenue for the quarter in which the vesting occurs. Mr. Hauf’s Incentive Plan bonus was $750,000 paid $387,500 in cash and $362,500 in a grant of 38,360 RSUs which vest ratably on each of the first (1st) through fifth (5th) anniversaries of the grant date provided he is substantially providing services to BGC on each vesting date, and contingent upon BGC and its affiliates generating at least $5 million in revenue for the quarter in which the vesting occurs. Mr. Merkel’s Incentive Plan bonus was $1,750,000 paid $1,062,500 in cash and $687,500 in a grant of 72,751 RSUs which vest ratably on each of the first (1st) through fifth (5th) anniversaries of the grant date provided he is substantially providing services to BGC on each vesting date, and contingent upon BGC and its affiliates generating at least $5 million in revenue for the quarter in which the vesting occurs. Mr. Howard Lutnick’s Incentive Plan bonus was $14,000,000 paid in cash. For 2023, Mr. Windeatt’s Incentive Plan bonus was $2,251,822 (£1,758,000) paid $640,450 (£500,000) in cash and a total of $1,611,372 (£1,258,000) in two grants of RSUs and RSUs-LLP as follows: (i) 60,095 RSUs which vest ratably on each of the first (1st) through fifth (5th) anniversaries of the grant date provided he is substantially providing services to BGC on each vesting date, and contingent upon BGC and its affiliates generating at least $5 million in revenue for the quarter in which the vesting occurs; and (ii) 131,053 RSUs-LLP which vest on April 1, 2027, provided that (a) he still remains a member in good standing of the U.K. Partnership on the vesting date and has complied at all times with his then-current Deed of Adherence with the U.K. Partnership and all other agreements with BGC and its affiliates, (b) the U.K. Partnership senior management has reasonably determined that he has at all times satisfactorily performed his duties for the U.K. Partnership, taking into account, inter alia, as applicable, his performance evaluation(s) and adherence to regulatory obligations, compliance requirements, and applicable laws, and (c) BGC and its affiliates generate at least $5 million in revenue for the quarter in which the vesting occurs. Mr. Hauf’s Incentive Plan bonus was $650,000 paid $312,500 in cash and $337,500 in a grant of 40,036 RSUs which vest ratably on each of the first (1st) through fifth (5th) anniversaries of the grant date provided he is substantially providing services to BGC on each vesting date, and contingent upon BGC and its affiliates generating at least $5 million in revenue for the quarter in which the vesting occurs. Mr. Merkel’s Incentive Plan bonus was $1,300,000 paid $650,000 in cash and $650,000 in a grant of 77,106 RSUs which vest ratably on each of the first (1st) through fifth (5th) anniversaries of the grant date provided he is substantially providing services to BGC on each vesting date, and contingent upon BGC and its affiliates generating at least $5 million in revenue for the quarter in which the vesting occurs. Mr. Howard Lutnick’s Incentive Plan bonus was $14,000,000 paid $3,000,000 in cash and $11,000,000 in a grant of 1,304,864 RSUs which would have vested ratably on each of the first (1st) through fifth (5th) anniversaries of the grant date provided he was substantially providing services to BGC on each vesting date, and contingent upon BGC and its affiliates generating at least $5 million in revenue for the quarter in which the vesting occurs. (5) Mr. Aubin receives the use of a car and housing allowance under the terms of his employment agreement. Such personal benefits had an aggregate incremental cost of approximately $320,296 in 2025, of which (i) $41,080 was for Mr. Aubin’s car allowance, which was 32,009 Swiss Francs, based upon the Swiss Franc exchange rate on March 4, 2026, the date that our Compensation Committee approved the 2025 year-end compensation, which was 1.2834 U.S. dollars to 1 Swiss Franc, and (ii) $279,216 was for his housing allowance, based upon €240,000 based upon the Euro exchange rate on March 4, 2026, the date that our Compensation Committee approved the 2025 year-end compensation, which was 1.1634 U.S. dollars to 1 Euro. The aggregate incremental cost to the Company of providing Mr. Aubin’s housing allowance is based on the actual cost of the lease, up to the cap of housing allowance for the fiscal year. The aggregate incremental cost to the Company of providing Mr. Aubin’s car allowance is based on the actual cost of the lease for the fiscal year.

  31. Summary Compensation Table

    The 2023 amount of $420,002 under column (i) for Mr. Windeatt represents value of the RSU Tax Account granted to Mr. Windeatt on July 1, 2023, which vested on July 12, 2023 in connection with the accelerated vesting of the associated RSUs. The RSU Tax Account was granted to Mr. Windeatt in exchange for certain long-term incentive awards in the form of former NPLPUs granted to Mr. Windeatt in 2021, which were not previously included in column (g) at full notional value and were substituted with RSU Tax Accounts in connection with the Corporate Conversion. (6) For 2025, Mr. Aubin’s base salary was €705,000 and the $820,197 base salary reflected in the table was calculated using an exchange rate of 1.1634 which was the exchange rate in effect as of March 4, 2026. (7) For 2025, Mr. Windeatt’s base salary was £750,000 and the $1,003,125 base salary reflected in the table was calculated using an exchange rate of 1.3375 U.S. dollars to 1 U.K. pound which was the exchange rate in effect as of March 4, 2026. For 2024, Mr. Windeatt’s base salary was £700,000 and the $850,675 base salary reflected in the table was calculated using an exchange rate of 1.21525 which was the exchange rate in effect as of January 13, 2025. For 2023, Mr. Windeatt’s base salary was £700,000 and the $896,630 base salary reflected in the table was calculated using an exchange rate of 1.2809 which was the exchange rate in effect as of March 7, 2024. The amounts reflected in column (g) for Mr. Windeatt exclude (i) $354,853 (£292,000) that the Compensation Committee attributed to compensation year 2024 when determining Mr. Windeatt’s compensation and (ii) $374,023 (£292,000) that the Compensation Committee attributed to compensation year 2023 when determining Mr. Windeatt’s compensation. Effective January 1, 2021, the Compensation Committee awarded 458,425 NLPUs and 246,844 NPLPUs to Mr. Windeatt, with the expectation of attributing twenty percent (20%) of such award, valued at £292,000, to compensation for each of 2020, 2021, 2022, 2023 and 2024. The NLPUs and NPLPUs were converted into RSUs and RSU Tax Accounts in the Corporate Conversion, and the RSUs that did not relate to awards previously reported in column (g) (RSUs that Mr. Windeatt received in substitution of NLPUs that the Compensation Committee attributed to compensation for fiscal years 2023 and 2024) are included in column (e) for 2023

  32. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table shows all grants of plan-based awards to the named executive officers in 2025:

  33. Grants of Plan-Based Awards

    | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | (l) | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards | | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(2) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(2) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($)(1) | Threshold (#) | Target (#) | Maximum (#) | | | | | | John J. Abularrage | — | — | — | 25,000,000 | — | — | — | — | — | — | — | | | — | — | — | 11,750,000 | — | — | — | — | — | — | — | | | 4/1/25 | — | — | — | — | — | — | 164,890 | — | — | 1,416,057 | | JP Aubin | — | — | — | 25,000,000 | — | — | — | — | — | — | — | | | 4/1/25 | — | — | — | — | — | — | 78,456 | — | — | 673,772 | | Sean A. Windeatt | — | — | — | 25,000,000 | — | — | — | — | — | — | — | | Jason W. Hauf | — | — | — | 25,000,000 | — | — | — | — | — | — | — | | | 6/30/25 | — | — | — | — | — | — | 37,092 | — | — | 87,258 | | Stephen M. Merkel | — | — | — | 25,000,000 | — | — | — | — | — | — | — | | Howard W. Lutnick (former Chairman of the Board and Chief Executive Officer) | 2/5/25 | — | — | — | — | — | — | 1,304,864 | — | — | 2,531,436 |

  34. Grants of Plan-Based Awards

    __________ (1) The amounts in column (e) reflect the maximum possible individual payment under our Incentive Plan and Mr. Abularrage’s Bonus Pool Letter. During 2025, there were no specific minimum and target levels under the Incentive Plan or Mr. Abularrage’s Bonus Pool Letter. The $25,000,000 maximum amount was the maximum annual amount available for payment to any one executive officer under the Incentive Plan for 2025, and our Compensation Committee retained negative discretion to award less than this amount. Mr. Abularrage’s Bonus Pool Letter provides for maximum Total Contractual Compensation (the total gross value of any contractual compensation-related amounts that are attributed to Mr. Abularrage with respect to the applicable calendar year, inclusive of payments pursuant to the Abularrage Bonus Pool Letter and the Abularrage Employment Agreement) of $15 million. As the Abularrage Employment Agreement provided for a combined annual salary and guaranteed bonus of $3.25 million attributable to 2025, the maximum contractual compensation that Mr. Abularrage could receive under the Bonus Pool Letter in relation to 2025 was $11.75 million. Actual amounts paid and the form of payment made to each named executive officer for 2025 are set forth in footnote (4) to column (g) of the Summary Compensation Table and in the table of Outstanding Awards at Fiscal Year End. Mr. Howard Lutnick previously served as Chairman and Chief Executive Officer until February 18, 2025, when he stepped down following his confirmation by the United States Senate as the 41st Secretary of Commerce. As a result, he was not a participating executive for the Incentive Plan for 2025 because he stepped down before the Compensation Committee designated the participating executives for the Incentive Plan for 2025. (2) For Messrs. Abularrage and Aubin, the grant date fair values of the 164,890 RSUs and 78,456 RSUs that they each received on April 1, 2025 in connection with their 2024 year-end bonuses, which amounts and forms of payment were determined prior to their appointments as Co-Chief Executive Officers, were $1,416,057 and $673,772, respectively. Refer to footnote (3) to column (e) to the Summary Compensation Table for more information regarding these transactions, and to footnote (1) to column (d) to the Summary Compensation Table for information regarding the portion of Mr. Abularrage’s guaranteed bonus for 2025 that the Compensation Committee determined to pay partially in the form of RSUs in 2026. For Mr. Hauf, $87,258 represents the incremental value of the modification of 37,092 of his RSUs to accelerate their vesting from July 1, 2033 to July 30, 2025, and for Mr. Howard Lutnick, $2,531,436 represents the incremental value of the modification of his 1,304,864 RSUs to accelerate their vesting from vesting ratably on each of April 1, 2025, 2026, 2027, 2028 and 2029 to February 5, 2025.

  35. Outstanding Equity Awards at Fiscal Year End

    Outstanding Equity Awards at Fiscal Year End None of the named executive officers held any unexercised options as of December 31, 2025. The following table shows all equity awards for services to the registrant held or deemed to be held by each of the named executive officers as of December 31, 2025:

  36. Outstanding Equity Awards at Fiscal Year End

    | | Option Awards | | | | Stock Awards | | | | | | (a) Name | (b) Number of Securities Underlying Unexercised Options/ (#) | (c) Number of Securities Underlying Unexercised Options/ (#) | (d) Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | (e) Option Exercise Price ($) | (f) Option Expiration Date | (g) Number of Shares of Stock That Have Not Vested (#)(1) | (h) Market Value of Shares of Stock That Have Not Vested(2) | (i) Equity Incentive Plan Awards: Number of Unearned Shares, or Other Rights That Have Not Vested (#) | (j) Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, or Other Rights That Have Not Vested ($) | | John J. Abularrage | — | — | — | — | — | 11,009 | $98,310 | — | — | | | — | — | — | — | — | 108,481 | $968,735 | — | — | | | — | — | — | — | — | 124,334 | $1,110,303 | — | — | | | — | — | — | — | — | 164,890 | $1,472,468 | — | — | | | — | — | — | — | — | 350,727 | $3,131,992 | — | — | | Total | | | | | | 759,441 | $6,781,808 | | | | JP Aubin | — | — | — | — | — | 349,158 | $3,117,981 | — | — | | | — | — | — | — | — | 151,565 | $1,353,475 | — | — | | | — | — | — | — | — | 54,704 | $488,507 | — | — | | | — | — | — | — | — | 78,456 | $700,612 | — | — | | | — | — | — | — | — | 269,557 | $2,407,144 | — | — | | Total | | | | | | 903,440 | $8,067,719 | | | | Sean A. Windeatt | — | — | — | — | — | 210,037 | $1,875,630 | — | — | | | — | — | — | — | — | 48,076 | $429,319 | — | — | | | — | — | — | — | — | 131,053 | $1,170,303 | — | — | | | — | — | — | — | — | 73,098 | $652,765 | — | — | | | — | — | — | — | — | 268,498 | $2,397,687 | — | — | | Total | | | | | | 730,762 | $6,525,705 | | |

  37. Outstanding Equity Awards at Fiscal Year End

    | | Option Awards | | | | Stock Awards | | | | | | (a) Name | (b) Number of Securities Underlying Unexercised Options/ (#) | (c) Number of Securities Underlying Unexercised Options/ (#) | (d) Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | (e) Option Exercise Price ($) | (f) Option Expiration Date | (g) Number of Shares of Stock That Have Not Vested (#)(1) | (h) Market Value of Shares of Stock That Have Not Vested(2) | (i) Equity Incentive Plan Awards: Number of Unearned Shares, or Other Rights That Have Not Vested (#) | (j) Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, or Other Rights That Have Not Vested ($) | | Jason Hauf | — | — | — | — | — | 32,028 | $286,010 | — | — | | | — | — | — | — | — | 6,808 | $60,795 | — | — | | | — | — | — | — | — | 38,360 | $342,544 | — | — | | | — | — | — | — | — | 42,835 | $382,517 | — | | | Total | | | | | | 120,031 | $1,071,877 | | | | Stephen M. Merkel | — | — | — | — | — | 61,684 | $550,838 | — | — | | | — | — | — | — | — | 72,751 | $649,666 | — | — | | | — | — | — | — | — | 77,882 | $695,486 | — | — | | Total | | | | | | 212,317 | $1,895,991 | | | | Howard W. Lutnick (former Chairman of the Board and Chief Executive Officer) | — | — | — | — | — | — | — | — | — |

  38. Outstanding Equity Awards at Fiscal Year End

    (1) The numbers in column (g) represent the following: For Mr. Abularrage: (1) 11,009 RSUs granted to Mr. Abularrage effective as of April 1, 2022 which vested on March 15, 2026; (2) 108,481 RSUs granted to Mr. Abularrage effective as of April 1, 2023, which will vest on March 15, 2027; (3) 124,334 RSUs granted to Mr. Abularrage effective as of July 1, 2024, of which 31,084 RSUs vested on March 15, 2026, and the remainder will vest ratably on each of March 15, 2027, 2028 and 2029; (4) 164,890 RSUs granted to Mr. Abularrage effective as of April 1, 2025, of which 32,978 RSUs vested on March 15, 2026, and the remainder will vest ratably on each of March 15, 2027, 2028, 2029, and 2030; and (5) an aggregate of 350,727 RSUs, composed of (i)(a) 145,639 RSUs granted to Mr. Abularrage as part of with his Incentive Plan award for performance in 2025 and (b) 120,716 RSUs granted to Mr. Abularrage as part of his Bonus Pool award under the Abularrage Bonus Pool Letter, both as and with the vesting schedule described in footnote (4) to the Summary Compensation Table, and (ii) 84,372 RSUs granted to Mr. Abularrage as part of contractual bonus pursuant to the Abularrage Employment Agreement, each as and with the vesting schedule described in footnote (1) to the Summary Compensation Table, each of which were approved by the Compensation Committee on March 4, 2026 with such approval and issuance of the RSUs effective as of April 1, 2026. For Mr. Aubin: (1) 349,158 RSUs issued to Mr. Aubin in connection with the Corporate Conversion related to the conversion of the units of BGC Holdings held by Mr. Aubin immediately prior to the Corporate Conversion, which will vest on July 1, 2033; (2) 151,565 RSUs issued to Mr. Aubin in connection with the Corporate Conversion related to the conversion of the units of BGC Holdings held by Mr. Aubin immediately prior to the Corporate Conversion, which will vest ratably over a period of four (4) years following the termination of Mr. Aubin’s employment with the Company; (3) 54,704 RSUs granted to Mr. Aubin effective as of April 1, 2024, of which 13,676 RSUs vested on March 15, 2026 and the remainder will vest ratably on March 15, 2027, 2028 and 2029; (4) 78,456 RSUs granted to Mr. Aubin effective as of April 1, 2025, of which 15,692 vested on March 15, 2026, and the remainder will vest ratably on each of March 15, 2027, 2028, 2029, and 2030; and (5) 269,557 RSUs granted to Mr. Aubin as part of his Incentive Plan award for performance in 2025, as and with the vesting schedule described in footnote (4) to the Summary Compensation Table, which was approved by the Compensation Committee on March 4, 2026, with such approval and issuance of the RSUs effective as of April 1, 2026. For Mr. Windeatt: (1) 210,037 RSUs issued to Mr. Windeatt in connection with the Corporate Conversion related to the conversion of certain former units of BGC Holdings held by Mr. Windeatt immediately prior to the Corporate Conversion, which will vest on July 1, 2033; (2)(a) 48,076 RSUs of which 12,019 RSUs vested on April 1, 2026, and the remainder will vest ratably on each of April 1, 2027, 2028 and 2029 and (b) 131,053 RSUs-LLP which vest on April 1, 2027, in each case granted to Mr. Windeatt in connection his award under the Incentive Plan for performance in 2023 which was approved by the Compensation Committee on March 7, 2024, with such approval and issuance of the RSUs and RSUs-LLP effective April 1, 2024; (3) 73,098 RSUs-LLP granted to Mr. Windeatt as part of his Incentive Plan award for performance in 2024 which was approved by the Compensation Committee on January 13, 2025, with such approval and issuance of the RSUs effective as of April 1, 2025, and which will vest on April 1, 2028; and (4) 268,498 RSUs-LLP granted to Mr. Windeatt as part of his Incentive Plan award for performance in 2025, as and with the vesting schedule described in footnote (4) to the Summary Compensation Table, which was approved by the Compensation Committee on March 4, 2026, with such approval and issuance of the RSUs effective as of April 1, 2026. For Mr. Hauf: (1) 32,028 RSUs granted to Mr. Hauf as part of his Incentive Plan award for performance in 2023 which was approved by the Compensation Committee on March 7, 2024, with such approval and issuance of the RSUs effective April 1, 2024, of which 8,008 RSUs vested on April 1, 2026, and the remainder will vest ratably on each of April 1, 2027, 2028 and 2029; (2) 6,808 RSUs issued to Mr. Hauf in connection with the Corporate Conversion related to the conversion of the units of BGC Holdings held by Mr. Hauf immediately prior to the Corporate Conversion, and which vest on July 1, 2033; (3) 38,360 RSUs granted to Mr. Hauf as part of his Incentive Plan award for performance in 2024 which was approved by the Compensation Committee on January 13, 2025, with such approval and issuance of the RSUs effective as of April 1, 2025, of which 7,672 RSUs vested on April 1, 2026 and the remainder will vest ratably on April 1, 2027, 2028, 2029 and 2030; and (4) 42,835 RSUs granted to Mr. Hauf as part of his Incentive Plan award for performance in 2025, as and with the vesting schedule described in footnote (4) to the Summary Compensation Table, which was approved by the Compensation Committee on March 4, 2026, with such approval and issuance of the RSUs effective as of April 1, 2026. For Mr. Merkel: (1) 61,684 RSUs granted to Mr. Merkel in connection with the 2023 Incentive Plan award which was approved by the Compensation Committee on March 7, 2024 with additional adjustments approved by the Compensation Committee on March 22, 2024, and with such approval and issuance of the RSUs effective April 1, 2024, of which 15,422 RSUs vested on April 1, 2026, and the remainder will vest ratably on each of April 1, 2027, 2028 and 2029; (2) 72,751 RSUs granted to Mr. Merkel as part of his Incentive Plan award for performance in 2024, which was approved by the Compensation Committee on January 13, 2025, with such approval and issuance of the RSUs effective as of April 1, 2025, of which 14,551 vested on April 1, 2026, and the remainder will vest ratably on each of April 1, 2027, 2028, 2029 and 2030; and (3) 77,882 RSUs granted to Mr. Merkel as part of his Incentive Plan award for performance in 2025, as and with the vesting schedule described in footnote (4) to the Summary Compensation Table, which was approved by the Compensation Committee on March 4, 2026, with such approval and issuance of the RSUs effective as of April 1, 2026. Vesting on the dates described above is subject in each case to the terms of the applicable award. (2) Values presented in this column are based on the closing price of a share of our Class A common stock of $8.93 on December 31, 2025.

  39. Option Exercises and Stock Vested

    Option Exercises and Stock Vested During 2025, BGC had no outstanding stock options and no options were exercised by any of the named executive officers. During 2025, certain RSAs and RSUs held by Mr. Windeatt and RSUs held by Messrs. Abularrage, Aubin, Hauf, Merkel and Howard Lutnick vested, as detailed in the following table:

  40. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | (a) Name | (b) Number of shares acquired on exercise | (c) Value realized on exercise ($) | (d) Number of shares acquired on vesting | (e) Value realized on vesting ($)(1) | | John J. Abularrage | — | — | 31,084 | $290,746 | | JP Aubin | — | — | 582,779 | $5,477,576 | | Sean A. Windeatt | — | — | 252,009 | $2,323,523 | | Jason Hauf | — | — | 45,100 | $434,368 | | Stephen M. Merkel | — | — | 15,422 | $142,191 | | Howard Lutnick (former Chief Executive Officer and Chairman) | — | — | 1,304,864 | $12,239,624 |

  41. Option Exercises and Stock Vested

    ____________ (1) Represents the fair market value of Mr. Abularrage’s 31,084 shares of Class A common stock that vested on January 16, 2025 calculated based upon the closing price of the Company’s Class A common stock on January 16, 2025, which was $9.36. Represents the fair market value of Mr. Aubin’s (i) 569,103 shares of Class A common stock that vested on January 15, 2025 calculated based upon the closing price of the Company’s Class A common stock on January 15, 2025, which was $9.40, and (ii) 13,676 shares of Class A common stock that vested on January 16, 2025 calculated based upon the closing price of the Company’s Class A common stock on January 16, 2025, which was $9.36. Represents the fair market value of Mr. Windeatt’s 252,009 shares of Class A common stock that vested on April 1, 2025 calculated based upon the closing price of the Company’s Class A common stock on April 1, 2025, which was $9.22. Represents the aggregate fair market value of Mr. Hauf’s (i) 8,008 shares of Class A common stock that vested on April 1, 2025 calculated based upon the closing price of the Company’s Class A common stock on April 1, 2025, which was $9.22, and (ii) 37,092 shares of Class A common stock that vested on July 30, 2025 calculated based upon the closing price of the Company’s Class A common stock on July 30, 2025, which was $9.72. Represents the fair market value of Mr. Merkel’s 15,422 shares of Class A common stock that vested on April 1, 2025 calculated based upon the closing price of the Company’s Class A common stock on April 1, 2025, which was $9.22. Represents the fair market value of Mr. Howard Lutnick’s 1,304,864 shares of Class A common stock that vested on an accelerated basis on February 5, 2025, calculated based upon the closing price of the Company’s Class A common stock on February 5, 2025, which was $9.38.

  42. Potential Payments upon Termination and/or Change in Control

    Potential Payments upon Termination and/or Change in Control The following table provides information regarding the estimated amounts payable to the named executive officers listed below if a termination and/or a Change in Control (as defined in each respective agreement) occurred and the specified event had occurred on December 31, 2025 under their change in control and other agreements, described below, in effect on December 31, 2025. The amounts are determined, where applicable, using the $8.93 closing market price of our Class A common stock as of December 31, 2025 in accordance with SEC rules. All amounts, including estimated vesting of equity compensation and tax gross-up payments, are subject to the specific terms and conditions set forth in the applicable change in control or other agreements and applicable law. Terms used below are as defined in the applicable agreement. The following table excludes information relating to Mr. Howard Lutnick who previously served as Chief Executive Officer until February 18, 2025, when he stepped down following his confirmation by the United States Senate as the 41st Secretary of Commerce. Mr. Howard Lutnick was not entitled to any payments or benefits in connection with his stepping down and the termination of his employment.

  43. Potential Payments upon Termination and/or Change in Control

    | Name | Base Salary ($) | Non- Compete Payment ($)(6) | Bonus ($) | Vesting of Equity Compensation ($)(2) | Consultancy Fees ($)(3) | Welfare Benefit Continuation ($) | Tax Gross-Up Payment ($)(4) | Total ($) | | John Abularrage(1) | | | | | | | | | | Termination of employment due to death | — | — | 2,500,000 | 3,649,816 | — | — | — | 6,149,816 | | Termination of employment for Cause | — | 750,000 | — | — | — | — | — | 750,000 | | Termination of employment due to disability | — | 750,000 | — | — | — | — | — | 750,000 | | Termination of employment without Cause (and not due to death or disability) | — | 6,000,000 | — | — | — | — | — | 6,000,000 | | JP Aubin | | | | | | | | | | Termination of employment | — | — | — | — | 349,020 | — | — | 349,020 | | Stephen M. Merkel | | | | | | | | | | Termination of employment by Mr. Merkel in connection with a Change in Control | 2,000,000 | — | 4,000,000 | 1,200,504 | — | 145,371 | — | 7,345,875 | | Continuation of employment in connection with a Change in Control | 1,000,000 | — | 2,000,000 | 1,200,504 | — | 145,371 | — | 4,345,875 | | Termination of employment by the Company within three years of a Change in Control | 1,000,000 | — | 2,000,000 | 1,200,504 | — | 145,371 | — | 4,345,875 | | Sean A. Windeatt(5) | | | | | | | | | | Termination of employment in connection with a Change in Control | 2,006,250 | — | 13,147,626 | 4,640,260 | 267,500 | 19,504 | — | 20,081,140 | | Continuation of employment in connection with a Change in Control | 1,003,125 | — | 6,573,813 | 4,640,260 | — | — | — | 12,217,198 | | Termination of employment | — | — | — | — | 267,500 | — | — | 267,500 |

  44. Potential Payments upon Termination and/or Change in Control

    (1) Upon a termination of Mr. Abularrage due to death, all Mr. Abularrage’s RSUs would have vested. At December 31, 2025, Mr. Abularrage held 408,714 RSUs which had a value of $3,649,816 based on the closing price of the BGC Class A common stock of $8.93 on December 31, 2025. (2) At December 31, 2025, immediately prior to a Change in Control of the Company, with respect to Mr. Merkel, and upon a Change in Control in the Company, with respect to Mr. Windeatt, unless otherwise provided in the applicable award agreement, all stock options, RSUs, and other awards based on shares of the Company’s Class A common stock, as well as any associated RSU Tax Accounts would have vested in full and become immediately exercisable, as applicable. At December 31, 2025, Mr. Merkel held 134,435 RSUs which had a value of $1,200,505 based on the closing price of the BGC Class A common stock of $8.93 on December 31, 2025. At December 31, 2025, Mr. Windeatt held (i) 131,053 RSU-LLPs, (ii) 331,211 RSUs and (iii) $512,242 in RSU Tax Accounts. Based on the closing price of the BGC Class A common stock of $8.93 on December 31, 2025, the aggregate value of the shares and cash underlying such grants for Mr. Windeatt was $4,640,259. (3) Mr. Windeatt is entitled to receive consulting fees in the event of a termination of his membership in the U.K. Partnership as described below. The $267,500 of consulting fees reflected in the table were calculated using an exchange rate of 1.3375 U.S. dollars to 1 U.K. pound, the exchange rate in effect as of March 4, 2026. Mr. Aubin is entitled to receive consulting fees in the event of a termination of his employment pursuant to the Aubin Consultancy Agreement as described below. The $349,020 of consulting fees reflected in the table above were calculated using an exchange rate of 1.1634 U.S. dollars to 1 Euro which was the exchange rate in effect as of March 4, 2026. (4) Mr. Merkel is entitled to a tax gross-up for excess parachute payments, if any, that would be due in respect of the impact a change in control would have on certain of his outstanding equity awards as stated in footnote (1). There would be no tax-gross up payment due to Mr. Merkel upon either a termination of employment, or upon an extension of employment, in connection with a change in control when calculated based upon the equity compensation in footnote (1), base salary, bonus, and welfare benefit continuation as of December 31, 2025. (5) For 2025, Mr. Windeatt received £750,000 in salary and his bonus was £4,915,000. The $1,003,125 salary and $6,573,813 bonus reflected in the table were calculated using an exchange rate of 1.3375 U.S. dollars to 1 U.K. pound, the exchange rate in effect as of March 4, 2026. In addition, in the event that Mr. Windeatt remains a member in the U.K. Partnership on the second anniversary of the change of control as described below, Mr. Windeatt will receive an additional payment equal to the payment he received at the time of the change of control. (6) For purposes of this table, the information presumes the maximum amount of non-compete payments that may be paid to the individual. However, the underlying contractual documents allow the Company to release the employee from the non-compete obligations and therefore cease the associated non-compete payment at the Company’s discretion.

  45. 2025 Co-CEO Pay Ratios

    2025 Co-CEO Pay Ratios The following information contains the relationship of the median annual total compensation of employees and brokers of BGC and its subsidiaries to the annual total compensation of Messrs. Abularrage, Aubin, and Windeatt, who serve as our Co-Chief Executive Officers and principal executive officers (“PEO”). Our PEO was previously Mr. Howard Lutnick until February 18, 2025, when he stepped down following his confirmation by the United States Senate as the 41st Secretary of Commerce. Following Mr. Howard Lutnick’s departure, Messrs. Abularrage, Aubin, and Windeatt were appointed Co-PEOs. For 2025, following the change in Co-PEOs as described above, we determined a new median employee in accordance with SEC rules. Our median employee was a Front Office Product Developer in France. We selected December 31, 2025 as the date used to identify our “median employee” whose annual total compensation was the median of the annual total compensation of all our applicable employees (other than our Co-Chief Executive Officers) for 2025. Based on our internal records, our global employee population as of December 31, 2025 consisted of approximately 4,560 individuals, including full-time, part-time, and temporary employees, with approximately 21% of these employees working in the United States and approximately 79% working in our various non-U.S. locations consisting of Australia, Brazil, Canada, Chile, China, Colombia, Denmark, France, Germany, Hong Kong, Ireland, Israel, Italy, Japan, Mexico, New Zealand, Philippines, Russia, Singapore, South Africa, South Korea, Spain, Switzerland, the United Arab Emirates, and the United Kingdom. To identify the “median employee,” we aggregated actual base salary earnings or commission draw in 2025, overtime earnings paid in 2025 for employees eligible to earn overtime, bonus awards earned in 2025 and paid in the first quarter of 2026 and the grant date fair value of any equity awards granted in 2025. Bonus awards could consist of discretionary bonuses, forgivable loans, cash advance distribution agreements and promissory notes. We annualized the compensation of employees who began employment during the fiscal year. In addition, for any persons who provide services to Cantor and its affiliates (other than BGC and its consolidated subsidiaries), the total compensation of such persons for purposes of calculating the pay ratio was consistent with the allocations used by the Company for financial accounting purposes in its 2025 consolidated financial statements. We then converted any compensation paid in foreign currency to U.S. dollars using the published rate for December 31, 2025 on www.xe.com. The sum of these amounts served as our “consistently applied compensation measure,” which we used in identifying the median employee. We did not apply a cost of living adjustment to the data. Once the median employee was identified, the pay ratio for the annual total compensation of the median employee to the Co-PEOs was calculated for the 2025 fiscal year in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K and the pay ratio was determined to be as follows: • the annual total compensation of the median employee of the Company was $144,450; • the annual total compensation of Messrs. Abularrage, Aubin and Windeatt, as reported in the Summary Compensation Table, was $11,066,057, $8,410,743 and $8,036,938, respectively; and • the individual pay ratios of the annual total compensation of Messrs. Abularrage, Aubin and Windeatt to the median employee of the Company was approximately 77:1, 58:1 and 56:1, respectively. For 2025, as required by SEC rules, the annual total compensation of Messrs. Abularrage and Aubin as reported in the Summary Compensation Table includes the grant date fair value of 164,890 RSUs and 78,456 RSUs granted to Messrs. Abularrage and Aubin, respectively, on April 1, 2025 in connection with their 2024 year-end bonus which amounts and forms of payment were determined prior to their appointment as Co-Chief Executive Officers. Including only the amounts attributed by the Compensation Committee to 2025 compensation, Messrs. Abularrage’s and Aubin’s total compensation for 2025 would have been $9,650,000 and $7,736,971, respectively, and the ratio of the annual total compensation of Messrs. Abularrage and Aubin to the median employee of the Company would have been approximately 67:1 and 54:1, respectively.

  46. Pay Versus Performance

    Pay Versus Performance We are required by SEC rules to disclose information regarding the relationship between “compensation actually paid,” as that term is used in Item 402(v) of Regulation S-K, to our NEOs, including (i) Mr. Howard Lutnick, who served as our PEO from 2021 until February 18, 2025 and (ii) Messrs. Abularrage, Aubin, and Windeatt, who have served as our PEOs since February 18, 2025, following Mr. Howard Lutnick’s departure, and the NEOs listed in the following table other than the PEO (the “non-PEO NEOs”), and the financial performance of the Company. The following table sets forth additional compensation information for our PEO and non-PEO NEOs during the periods described below along with total stockholder return (“TSR”), net income, and the “Company Selected Measure,” which we have selected as Total Revenues, each for fiscal years 2021, 2022, 2023, 2024 and 2025. The amounts set forth below under the headings “Compensation Actually Paid to PEO(s)” and “Average Compensation Actually Paid to Non-PEO NEOs” differ significantly from the Summary Compensation Table calculation of compensation, as well as from the way in which we and our Compensation Committee view annual compensation decisions, as discussed in the Compensation Discussion and Analysis. It does not reflect the amount of compensation actually realized or received by our NEOs during the applicable year. Footnote (5) below sets forth the adjustments from the Total Compensation for the PEOs and Average Total Compensation for the non-PEO NEOs reported in the Summary Compensation Table to arrive at the values presented for “compensation actually paid” for each of the fiscal years shown.

  47. Pay Versus Performance

    | Year (a) | Name of | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(s)(1)(5) | Average Summary Compensation Table Total for Non-PEO NEOs(2) | Average Compensation Actually Paid to Non-PEO NEOs(2)(5) | Value of Initial Fixed $100 | | | Total Revenues (in thousands)(4) | | | | | | | | Total Shareholder Return | Peer Group Total Shareholder Return(3) | Net Income (in thousands) | | | | PEO | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2025 | John Abularrage | $11,066,057 | $11,084,724 | | | | | | | | | JP Aubin | $8,410,743 | $8,945,281 | | | | | | | | | Sean Windeatt | $8,036,938 | $8,064,245 | | | | | | | | | Howard Lutnick | $2,668,422 | $3,304,717 | $2,368,629 | $2,370,363 | $232.93 | $226.97 | $146,539 | $2,941,460 | | 2024 | | $15,000,000 | $16,895,142 | $2,699,507 | $3,382,160 | $234.30 | $159.99 | $123,228 | $2,262,818 | | 2023 | | $17,044,535 | $17,129,973 | $2,813,060 | $2,875,959 | $185.31 | $111.72 | $38,775 | $2,025,401 | | 2022 | | $13,000,000 | $13,098,272 | $1,677,060 | $1,742,607 | $96.03 | $87.21 | $58,867 | $1,795,302 | | 2021 | | $19,831,245 | $19,926,553 | $2,144,445 | $2,189,041 | $117.20 | $81.54 | $153,488 | $2,015,364 |

  48. Pay Versus Performance

    ____________ (1) The PEO was Mr. Howard Lutnick until February 18, 2025, when he stepped down following his confirmation by the United States Senate as the 41st Secretary of Commerce. Following Mr. Howard Lutnick’s departure, Messrs. Abularrage, Aubin, and Windeatt were appointed Co-PEOs. (2) The non-PEO NEOs in fiscal year 2025 consisted of Messrs. Merkel and Hauf. The non-PEO NEOs in fiscal years 2023 and 2024 consisted of Messrs. Merkel, Windeatt, and Hauf. The non-PEO NEOs in fiscal year 2022 consisted of Messrs. Merkel, Windeatt, Hauf and Mr. Steven Bisgay. Mr. Bisgay served as Chief Financial Officer of the Company until June 6, 2022, and Mr. Hauf began serving as Chief Financial Officer on that date. When calculating the average compensation for the non-PEO NEOs in fiscal year 2022, each of Messrs. Bisgay and Hauf are included in the denominator of such calculation. The non-PEO NEOs in fiscal year 2021 consisted of Messrs. Merkel, Windeatt, and Bisgay, who each served for the entirety of the year. When calculating Mr. Windeatt’s portion of the average compensation for the non-PEO NEOs for each fiscal year, his portion was calculated using the applicable exchange rate as set forth in the notes to the Summary Compensation Table. (3) The peer group consists of Compagnie Financière Tradition SA and TP ICAP Group plc. The returns of the peer group companies have been weighted according to their U.S. dollar stock market capitalization for purposes of arriving at a peer group average. TSR is calculated as the cumulative total stockholder return, on a gross dividend reinvestment basis, of $100 invested in shares of each of the Company and the peer group on December 31, 2020. (4) The Company selected Total Revenues to be the most important financial performance measure that is not otherwise required to be disclosed in the table above used by the Company to link “compensation actually paid” to its NEOs for the most recently completed fiscal year to its performance. While Total Revenues was chosen for this table, our executive compensation programs use a balanced portfolio of measures to drive short- and long-term objectives aligned with our strategy and shareholder interests as further described in our Compensation Discussion and Analysis above. (5) “Compensation Actually Paid to PEO(s)” in column (c) and “Average Compensation Actually Paid to Non-PEO NEOs” in column (e) reflect the following adjustments from Total Compensation amounts reported in the Summary Compensation Table (all amounts are averages for the non-PEO NEOs). Additionally, in the “Adjustments to Determine Compensation Actually Paid to PEO(s)” table below, for 2025, adjustments for both Mr. Howard Lutnick and Messrs. Abularrage, Aubin, and Windeatt are shown. For prior years in which Messrs. Abularrage, Aubin, and Windeatt did not serve as PEOs, these rows are designated with an asterisk. Because our Incentive Plan bonus opportunities, and Mr. Abularrage’s bonus opportunities pursuant to the Abularrage Bonus Letter and guaranteed bonus under the Abularrage Employment Agreement, are initially denominated in cash and do not include a right to receive stock, when the Compensation Committee decides after the performance year is over to pay a portion of such awards in RSUs, as described in the footnotes to the Summary Compensation Table, we present such RSUs as Non-Equity Incentive Plan Compensation in column (g) or as Bonus in column (d) of the Summary Compensation Table, as applicable, for the performance year rather than as Equity Awards in column (e) of the Summary Compensation Table in the year of grant. To avoid double-counting such awards when calculating “Compensation Actually Paid to PEO(s)” in column (c) and “Average Compensation Actually Paid to Non-PEO NEOs” in column (e), they are neither deducted nor added in the year of grant, consistent with their presentation in the Summary Compensation Table. Similarly, for periods prior to the Corporate Conversion, the adjustments below do not include partnership-unit based awards that were granted pursuant to the Incentive Plan and reported in column (g) in the Summary Compensation Table in the applicable performance year at full notional value and not subsequently reportable as “Equity Awards” in column (e) of the Summary Compensation Table. For full fiscal years after the Corporate Conversion, “Compensation Actually Paid to PEO” in column (c) and “Average Compensation Actually Paid to Non-PEO NEOs” in column (e) reflect the following adjustments from Total Compensation amounts reported in the Summary Compensation Table: (i) deductions for amounts reported under the “Equity Awards” column in the Summary Compensation Table; (ii) the dividend or dividend equivalents paid in the applicable period; (iii) the increase or decrease in fair value of any unvested RSUs or RSAs issued in previous years and held by the PEOs or non-PEO NEOs as of December 31 of the applicable period from their fair value as of December 31 of the prior period; (iv) the increase or decrease from the grant date in fair value of any unvested RSUs issued in the applicable period that were not reported under the “Equity Awards” column in the Summary Compensation Table held by the PEO and non-PEO NEOs as of December 31 of the applicable period from their grant date; (v) the increase or decrease in fair value from December 31 of the prior year of any RSUs or RSAs issued in previous years that vested during the applicable period; and (vi) the fair value as of the end of the fiscal year of all awards granted during the fiscal year and reported under the “Equity Awards” column in the Summary Compensation Table.

  49. Pay Versus Performance

    | Adjustments to Determine Compensation Actually Paid to PEO | Name of PEO | 2025 | 2024 | 2023 | 2022 | 2021 | | Deduction for change in actuarial present | • John Abularrage | — | * | * | * | * | | value of accumulated benefit under | • JP Aubin | — | * | * | * | * | | all defined benefit and actuarial | • Sean Windeatt | — | * | * | * | * | | pension plans reported in the Summary | • Howard Lutnick | — | — | — | — | — | | Compensation Table | | | | | | | | Increase for aggregate of service cost and | • John Abularrage | — | * | * | * | * | | prior service cost for all defined benefit | • JP Aubin | — | * | * | * | * | | and actuarial pension plans reported in the | • Sean Windeatt | — | * | * | * | * | | Summary Compensation Table | • Howard Lutnick | — | — | — | — | — | | Deduction for amounts reported | • John Abularrage | $(1,416,057) | * | * | * | * | | under the “Equity Awards” column | • JP Aubin | $(673,772) | * | * | * | * | | in the Summary Compensation Table | • Sean Windeatt | — | * | * | * | * | | | • Howard Lutnick | $(2,531,436) | — | $(2,044,535) | — | $(7,831,243) | | Deduction for amounts reported under the | • John Abularrage | — | * | * | * | * | | “Option Awards” column in the Summary | • JP Aubin | — | * | * | * | * | | Compensation Table | • Sean Windeatt | — | * | * | * | * | | | • Howard Lutnick | — | — | — | — | — | | Increase/deduction for change in fair value from | • John Abularrage | — | * | * | * | * | | grant date of stock and option awards granted | • JP Aubin | — | * | * | * | * | | during year that were not reported under the | • Sean Windeatt | $1,303 | * | * | * | * | | “Equity Awards” column in the Summary | • Howard Lutnick | — | $1,895,142 | — | — | — | | Compensation Table and are outstanding and | | | | | | | | unvested as of year-end | | | | | | | | Increase/deduction for change in fair value as | • John Abularrage | $(24,310) | * | * | * | * | | of year-end (from prior year-end) of stock | • JP Aubin | $(37,191) | * | * | * | * | | and option awards granted in any prior year | • Sean Windeatt | $(31,047) | * | * | * | * | | that were outstanding and unvested as of | • Howard Lutnick | — | — | — | — | — | | year-end | | | | | | | | Increase for fair value as of vesting date | • John Abularrage | — | * | * | * | * | | of stock and option awards granted and | • JP Aubin | — | * | * | * | * | | vested in the same year | • Sean Windeatt | — | * | * | * | * | | | • Howard Lutnick | — | — | $2,044,535 | — | $7,831,243 | | Increase/deduction for fair value as of the end | • John Abularrage | $1,444,499 | * | * | * | * | | of the fiscal year of all awards granted | • JP Aubin | $687,304 | * | * | * | * | | during the fiscal year and reported under the | • Sean Windeatt | — | * | * | * | * | | “Equity Awards” column in the Summary | • Howard Lutnick | — | — | — | — | — | | Compensation Table and outstanding and | | | | | | | | unvested as of year-end | | | | | | |

  50. Pay Versus Performance

    | Adjustments to Determine Compensation Actually Paid to PEO | Name of PEO | 2025 | 2024 | 2023 | 2022 | 2021 | | Increase/deduction for change in fair value | • John Abularrge | $14,536 | * | * | * | * | | as of vesting date (from prior year-end) | • JP Aubin | $519,602 | * | * | * | * | | of stock and option awards granted in any | • Sean Windeatt | $42,336 | * | * | * | * | | prior year for which all vesting conditions | • Howard Lutnick | $3,167,731 | — | — | — | — | | were satisfied during year or at year-end | | | | | | | | Deduction for fair value as of prior year-end | • John Abularrage | — | * | * | * | * | | of stock and option awards granted in any | • JP Aubin | — | * | * | * | * | | prior year that were forfeited during year | • Sean Windeatt | — | * | * | * | * | | | • Howard Lutnick | — | — | — | — | — | | Increase for dollar value of any dividends | • John Abularrage | — | * | * | * | * | | or other earnings paid on stock or option | • JP Aubin | $38,593 | * | * | * | * | | awards in the year prior to the vesting date | • Sean Windeatt | $14,695 | * | * | * | * | | that are not otherwise included in total | • Howard Lutnick | — | — | $62,899 | $87,397 | $44,596 | | compensation for the year | | | | | | | | Total Adjustments | • John Abularrage | $18,668 | * | * | * | * | | | • JP Aubin | $534,537 | * | * | * | * | | | • Sean Windeatt | $27,287 | * | * | * | * | | | • Howard Lutnick | $636,295 | $1,895,142 | $62,899 | $87,397 | $44,596 |

  51. Pay Versus Performance

    | Adjustments to Determine Compensation Actually Paid to Non-PEO NEOs | 2025 | 2024 | 2023 | 2022 | 2021 | | Deduction for change in actuarial present value of accumulated benefit under all defined benefit and actuarial pension plans reported in the Summary Compensation Table | — | — | — | — | — | | Increase for aggregate of service cost and prior service cost for all defined benefit and actuarial pension plans reported in the Summary Compensation Table | — | — | — | — | — | | Deduction for amounts reported under the “Equity Awards” column in the Summary Compensation Table | $(43,629) | — | $(406,908) | — | $(111,565) | | Deduction for amounts reported under the “Option Awards” column in the Summary Compensation Table | — | — | — | — | — | | Increase/deduction for change in fair value from grant date of stock and option awards granted during year that were not reported under the “Equity Awards” column in the Summary Compensation Table and are outstanding and unvested as of year-end | $(13,313) | $149,256 | — | — | — | | Increase/deduction for change in fair value as of year-end (from prior year-end) of stock and option awards granted in any prior year that were outstanding and unvested as of year-end | $(3,645) | $306,511 | — | — | — | | Increase for fair value as of vesting date of stock and option awards granted and vested in the same year | — | — | $406,908 | — | $111,565 | | Increase/deduction for fair value as of the end of the fiscal year of all awards granted during the fiscal year and reported under the “Equity Awards” column in the Summary Compensation Table and outstanding and unvested as of year-end | — | — | — | — | — |

  52. Pay Versus Performance

    | Adjustments to Determine Compensation Actually Paid to Non-PEO NEOs | 2025 | 2024 | 2023 | 2022 | 2021 | | Increase/deduction for change in fair value as of vesting date (from prior year-end) of stock and option awards granted in any prior year for which all vesting conditions were satisfied during year or at year-end | $59,708 | $174,057 | — | — | — | | Deduction for fair value as of prior year-end of stock and option awards granted in any prior year that were forfeited during year | — | — | — | — | — | | Increase for dollar value of any dividends or other earnings paid on stock or option awards in the year prior to the vesting date that are not otherwise included in total compensation for the year | $2,613 | $52,829 | $62,899 | $87,397 | $44,596 | | Total Adjustments | $1,734 | $682,653 | $62,899 | $87,397 | $44,596 |

  53. Analysis of the Information Presented in the Pay Versus Performance Table

    Analysis of the Information Presented in the Pay Versus Performance Table While we utilize several performance measures to align executive compensation with Company performance, not all of those measures are presented in the Pay Versus Performance table set forth above. Moreover, in determining the compensation of our executive officers, our Compensation Committee considers a holistic view of a variety of factors, both qualitative and quantitative, consistent with our periodic overall goals and therefore we do not specifically align our performance measures with compensation that is actually paid (as computed in accordance with SEC rules) for a particular year. See “Compensation Discussion and Analysis — Compensation Philosophy” for more information. In accordance with Item 402(v) of Regulation S-K, we are providing the following descriptions of the relationships between (1) “compensation actually paid” to our PEO and “average compensation actually paid” to our non-PEO NEOs and (2) the Company’s performance with respect to TSR, net income and Total Revenues, our Company Selected Measure: TSR. The graphs below show the relationship between (1) “compensation actually paid” to our PEO(s) and the average of “compensation actually paid” to our non-PEO NEOs and our cumulative TSR and (2) our cumulative TSR and peer group TSR, over the five fiscal years ended December 31, 2025. Values below are rounded to the nearest whole number. Messrs. Abularrage, Aubin, and Windeatt are not included in “Compensation Actually Paid to PEO” in periods prior to 2025 when they were appointed Co-PEOs. Including these amounts, the aggregate compensation attributed to 2024 for Messrs. Abularrage, Aubin, Windeatt, and Lutnick was higher than the aggregate compensation attributed to 2025 for Messrs. Abularrage, Aubin, Windeatt, and Lutnick. Net Income. The graph below shows the relationship between “compensation actually paid” to our PEO(s) and the average of the “compensation actually paid” to our non-PEO NEOs and net income, as reported in our consolidated financial statements, over the five fiscal years ended December 31, 2025. Values below are rounded to the nearest whole number. Messrs. Abularrage, Aubin, and Windeatt are not included in “Compensation Actually Paid to PEO” in periods prior to 2025 when they were appointed Co-PEOs. Including these amounts, the aggregate compensation attributed to 2024 for Messrs. Abularrage, Aubin, Windeatt, and Lutnick was higher than the aggregate compensation attributed to 2025 for Messrs. Abularrage, Aubin, Windeatt, and Lutnick. Company Selected Measure (CSM). The graph below shows the relationship between “compensation actually paid” to our PEO(s) and the average of the “compensation actually paid” to our non-PEO NEOs and our Total Revenues over the five fiscal years ended December 31, 2025. Values below are rounded to the nearest whole number. Messrs. Abularrage, Aubin, and Windeatt are not included in “Compensation Actually Paid to PEO” in periods prior to 2025 when they were appointed Co-PEOs. Including these amounts, the aggregate compensation attributed to 2024 for Messrs. Abularrage, Aubin, Windeatt, and Lutnick was higher than the aggregate compensation attributed to 2025 for Messrs. Abularrage, Aubin, Windeatt, and Lutnick.

  54. Compensation of Directors

    Compensation of Directors Directors who are also our employees or those of our affiliates do not receive additional compensation for serving as directors. For 2025, Messrs. Brandon Lutnick and Merkel did not receive compensation for serving as directors of the Company and/or our affiliates. The cash compensation schedule for our directors who are not our employees or those of our affiliates, collectively referred to as “non-employee directors,” is as follows: • the annual cash retainer is $100,000; • the annual stipend for the chair of our Compensation Committee is $15,000; • the annual stipend for the chair of our Audit Committee is $25,000; and • the annual stipend for the chair of our Corporate Responsibility Committee is $15,000. We also pay $2,000 for each meeting of our Board and $1,000 for each meeting of a committee of our Board actually attended, whether in person or by telephone. Under our policy, none of our non-employee directors is paid more than $3,000 in the aggregate for attendance at meetings held on the same date. Only one meeting of our Board and Committees shall occur on each calendar day for which payment shall be provided. Non-employee directors may also receive additional per diem fees for services as a director at the rate of $1,000 per day, with a limit of $5,000 per matter, for additional time spent on Board or Committee matters as directed from time to time by the Board, including interviewing candidates. Non-employee directors also are reimbursed for all out-of-pocket expenses incurred in attending meetings of our Board or committees of our Board on which they serve. From time to time, our Board and Committees may receive an additional stipend for service on other special committees or similar service. In addition to the cash compensation described above, under our current policy, upon the appointment or initial election of a non-employee director, we grant to such non-employee director RSUs equal to the value of shares of our Class A common stock that could be purchased for $70,000 based on the closing price of our Class A common stock on the trading date of the appointment or initial election of the non-employee director (rounded down to the next whole share). These RSUs vest equally on each of the first two anniversaries of the grant date, provided that the non-employee director is a member of our Board at the opening of business on such dates. Thereafter, we annually grant to each non-employee director RSUs equal to the value of shares of our Class A common stock that could be purchased for $50,000 based on the closing price of our Class A common stock on the date of his or her re-election (rounded down to the next whole share) in consideration for services provided. These RSUs vest equally on each of the first two anniversaries of the grant date, provided that the non-employee director is a member of our Board at the opening of business on such dates.

  55. 2025 Director Compensation Payments

    2025 Director Compensation Payments The table below summarizes the compensation paid to our non-employee directors for the year ended December 31, 2025:

  56. 2025 Director Compensation Payments

    | (a) Name(1) | (b) Fees Earned or Paid in Cash ($) | (c) Stock Awards ($)(2) | (d) Option Awards ($)(3) | (e) Non-Equity Incentive Plan Compensation ($) | (f) Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | (g) All Other Compensation ($) | (h) Total ($) | | Linda A. Bell Director | 157,000 | 50,000 | — | — | — | — | 207,000 | | David P. Richards Director | 141,000 | 50,000 | — | — | — | — | 191,000 | | Arthur U. Mbanefo Director | 181,000 | 50,000 | — | — | — | — | 231,000 | | William Addas Director | 142,000 | 50,000 | — | — | — | — | 192,000 |

  57. 2025 Director Compensation Payments

    ____________ (1) Messrs. Howard Lutnick, Brandon Lutnick, and Merkel are not included in this table as during 2025 they received no compensation for their services as directors in 2025. The compensation received by Messrs. Howard Lutnick and Merkel for 2025 as employees of our Company are shown in the Summary Compensation Table. As noted herein, Mr. Howard Lutnick stepped down as a director of our Company effective February 18, 2025, in connection with his confirmation as the U.S. Secretary of Commerce. (2) Reflects the grant date fair value of RSUs granted on November 12, 2025 to each of Messrs. Richards, Mbanefo and Addas and Dr. Bell. More information with respect to the calculation of these amounts is included in “Note 18. Compensation” in the notes to the consolidated financial statements included in the 2025 Form 10-K. As of December 31, 2025, each of Messrs. Richards, Mbanefo and Addas and Dr. Bell had 7,970 RSUs outstanding. (3) No options were granted to non-employee directors in 2025. As of December 31, 2025, none of the non-employee directors had any options outstanding.