BGC Group Inc-A 2025年度报告

(Mark One)☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December31, 2025 OR BGC Group, Inc.(Exact Name of Registrant as Specified in Its Charter) Delaware86-3748217(State or Other Jurisdiction of(I.R.S. Employer (212) 610-2200(Registrant’s telephone number, including area code) Securities registered pursuant to Section12(b) of the Act: Title of each classTrading Symbol(s)Name of each exchange on whichregisteredClassA Common Stock, $0.01 par valueBGCThe Nasdaq Stock Market, LLC Securities registered pursuant to Section12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes☒No Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d) of the Act.Yes☐No☒ Indicate by check mark whether the registrant: (1)has filed all reports required to be filed by Section13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2)has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. LargeAcceleratedFiler☒Non-accelerated Filer☐Emerginggrowthcompany☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by theregistered public accounting firm that prepared or issued its audit report.☒ If securities are registered pursuant to Section12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐No☒ The aggregate market value of voting common equity held by non-affiliates of the registrant, based upon the closing price of theClassA common stock on June 30, 2025 as reported on Nasdaq, was approximately $3,770,519,808. Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. BGC Group, Inc. 2025 FORM 10-K/A ANNUAL REPORT TABLE OF CONTENTS PageEXPLANATORY NOTEiiPART III1ITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE1ITEM 11.EXECUTIVE COMPENSATION21ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT ANDRELATED STOCKHOLDER MATTERS66ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE70ITEM 14.PRINCIPAL ACCOUNTANT FEES AND SERVICES91PART IV92ITEM 15.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES92 EXPLANATORY NOTE On July 1, 2023, we, BGC Partners, Inc. (“BGC Partners”) and BGC Holdings, L.P. (“BGC Holdings”), along with certain otherentities, completed our conversion from an “Umbrella Partnership-Corporation” structure to a “Full C-Corporation” structurethrough a series of mergers and related transactions (the “Corporate Conversion”), pursuant to a Corporate Conversion Agreementdated as of November 15, 2022 (the “Corporate Conversion Agreement”), simplifying our organizational structure. As a result of theCorporate Conversion, BGC Group, Inc. (“BGC Group”) became the public holding company for, and successor to, BGC Partners,and its Class A common stock began trading on the Nasdaq Global Select Market in place of BGC Partners’ Class A common stock,under the ticker symbol “BGC” at market open on July 3, 2023. After completion of the Corporate Conversion, the formerstockholders of BGC Partners and the former limited partners of BGC Holdings now participate in the