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Stock Transactions and Unit Redemptions
 9 Months Ended
Sep. 30, 2024
Equity [Abstract]  
Stock Transactions and Unit Redemptions Stock Transactions and Unit Redemptions
Class A Common Stock
Changes in shares of BGC Class A common stock outstanding were as follows (in thousands):
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Shares outstanding at beginning of period379,588 351,978 390,095 325,858 
Share issuances:
Redemptions/exchanges of limited partnership interests and contingent share obligations¹
180 346 1,298 30,572 
Vesting of RSUs2,507 6,145 8,192 8,775 
Acquisitions70 414 543 4,566 
Other issuances of BGC Class A common stock1,278 461 6,106 472 
Restricted stock awards2
— 38,610 — 38,610 
Restricted stock forfeitures(300)— (973)(239)
Treasury stock repurchases3
(7,893)(8,087)(29,831)(18,747)
Shares outstanding at end of period2
375,430 389,867 375,430 389,867 
____________________________
1Contingent share obligations include shares of BGC Class A common stock issued to terminated employees per their respective separation agreements. Included in redemptions/exchanges of limited partnership interests and contingent share obligations for the three months ended September 30, 2024 and 2023 are 0.2 million shares of BGC Class A common stock granted in connection with 0.2 million contingent share obligations, and 0.2 million shares of BGC Class A common stock granted in connection with the cancellation of 0.2 million LPUs, respectively. Included in redemptions/exchanges of limited partnership interests and contingent share obligations for the nine months ended September 30, 2024 and 2023 are 1.3 million shares of BGC Class A common stock granted in connection with 1.4 million contingent share obligations, and 20.4 million shares of BGC Class A common stock granted in connection with the cancellation of 26.4 million LPUs and settlement of 0.2 million contingent share obligations, respectively. Because LPUs were included in the Company’s fully diluted share count, if dilutive, redemptions/exchanges of LPUs in connection with the issuance of BGC Class A common stock did not impact the fully diluted number of shares outstanding.
2Shares outstanding at end of the period, September 30, 2024, includes 12.1 million shares of certain restricted stock awards that do not receive dividends until their respective vesting and contingent conditions are met. These restricted stock awards do have voting rights.
3Treasury stock repurchases includes shares withheld for taxes on restricted stock vesting. See Note 7—“Stock Transactions and Unit Redemptions: Unit Redemptions and Share Repurchase Program.”
Class B Common Stock
The Company did not issue any shares of BGC Class B common stock during the three and nine months ended September 30, 2024. The Company issued 64.0 million shares of BGC Class B common stock during the three and nine months ended September 30, 2023 due to the Corporate Conversion. There were 109.5 million shares of BGC Class B common stock outstanding as of both September 30, 2024 and December 31, 2023. As of September 30, 2023 there were 109.5 million shares of BGC Class B common stock outstanding.
CEO Program
On March 8, 2021, the Company filed a new CEO Program Shelf Registration Statement on Form S-3 with respect to the issuance and sale of up to an aggregate of $300.0 million of shares of BGC Class A common stock from time to time on a delayed or continuous basis. On July 8, 2022, the Company filed an amendment to the March 2021 Form S-3 Registration Statement. On August 3, 2022, the March 2021 Form S-3 Registration Statement was declared effective by the SEC, and the Company entered into the August 2022 Sales Agreement on August 12, 2022. The Company did not sell any shares under the August 2022 Sales Agreement. On July 3, 2023, in connection with the Corporate Conversion, BGC Group filed a post-effective amendment to the March 2021 Form S-3 Registration Statement, pursuant to which it adopted the March 2021 Form S-3 Registration Statement as its own registration statement. Also on July 3, 2023, BGC Group assumed the August 2022 Sales Agreement, as amended and restated to replace references to BGC Partners with references to BGC Group and to make other ministerial changes. BGC Group may sell up to an aggregate of $300.0 million of shares of BGC Class A common stock pursuant to the terms of the July 2023 Sales Agreement. Under the July 2023 Sales Agreement, the Company agreed to pay CF&Co 2% of the gross proceeds from the sale of shares. As of September 30, 2024, the Company had not sold any shares of BGC Class A common stock or paid any commission to CF&Co under the July 2023 Sales Agreement. For additional information on the Company’s CEO Program sales agreements, see Note 13—“Related Party Transactions.”
Unit Redemptions and Share Repurchase Program
The Company’s Board and Audit Committee have authorized repurchases of BGC Class A common stock and redemptions of limited partnership interests or other equity interests in the Company’s subsidiaries. On November 4, 2022, the Board and Audit Committee increased the BGC Partners share repurchase and unit redemption authorization to $400.0 million, which could have included purchases from Cantor, its partners or employees or other affiliated persons or entities. On July 1, 2023, the BGC Group Board and Audit Committee approved BGC Group’s share repurchase authorization in an amount up to $400.0 million, which may include purchases from Cantor, its partners or employees or other affiliated persons or entities. As of September 30, 2024, the Company had $121.2 million remaining from its share repurchase authorization. From time to time, the Company may actively continue to repurchase shares.
The tables below represent the units redeemed and/or the shares repurchased for cash or withheld to satisfy tax liabilities due upon the vesting of restricted stock and do not include units redeemed/cancelled in connection with the grant of shares of BGC Class A common stock nor the limited partnership interests exchanged for shares of BGC Class A common stock. The share repurchases of BGC Class A common stock during the three and nine months ended September 30, 2024 were as follows (in thousands, except for weighted-average price data):
PeriodTotal Number
of Shares
Repurchased		Weighted-Average Price
Paid per Share
Approximate Dollar Value of Shares That Could Be Repurchased
Under the Program at September 30, 2024
Repurchases1,2
January 1, 2024—March 31, 202411,250 $7.11 
April 1, 2024—June 30, 202410,688 8.32 
July 1, 2024—July 31, 20242,040 8.59 
August 1, 2024—August 31, 20244,807 9.12 
September 1, 2024—September 30, 20241,046 9.65 
Total Repurchases29,831 $8.06 $121,173 
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1During the three months ended September 30, 2024, the Company repurchased 7.9 million shares of BGC Class A common stock for an aggregate price of $71.5 million at a weighted-average price of $9.05 per share. These repurchases include the 0.9 million restricted shares vested but withheld described in the following footnote. During the nine months ended September 30, 2024, the Company repurchased 29.8 million shares of BGC Class A common stock for an aggregate price of $240.4 million at a weighted-average price of $8.06 per share. These repurchases include the 3.6 million restricted shares vested but withheld described in the following footnote.
2The three months ended September 30, 2024 include an aggregate of 0.9 million shares withheld to satisfy tax liabilities due upon the vesting of restricted stock. The fair value of restricted shares vested but withheld to satisfy tax liabilities was $7.5 million at a weighted-average price of $8.48 per share. The nine months ended September 30, 2024 includes an aggregate of 3.6 million shares withheld to satisfy tax liabilities due upon the vesting of restricted stock. The fair value of restricted shares vested but withheld to satisfy tax liabilities was $28.4 million at a weighted-average price of $7.98 per share. The average price paid per share for such share withholdings is based on the closing price per share on the vesting date of the restricted stock or, if such date is not a trading day, the trading day immediately prior to such vesting date.
The gross unit redemptions and share repurchases of BGC Class A common stock during the three and nine months ended September 30, 2023 were as follows (in thousands, except for weighted-average price data):
PeriodTotal Number
of Units
Redeemed
or Shares
Repurchased		Weighted-Average Price
Paid per Unit
or Share
Approximate
Dollar Value
of Shares That Could Be Redeemed/ Purchased
Under the Program at September 30, 2023
Redemptions1
January 1, 2023—March 31, 202323 $3.90 
April 1, 2023—June 30, 2023422 4.91 
July 1, 2023—September 30, 2023— — 
Total Redemptions445 $4.85 
Repurchases2,3
January 1, 2023—March 31, 2023846 $4.97 
April 1, 2023—June 30, 20239,814 4.44 
July 1, 2023—July 31, 20233,000 4.68 
August 1, 2023—August 31, 20231,612 5.01 
September 1, 2023—September 30, 20233,474 5.24 
Total Repurchases18,746 $4.70 
Total Redemptions and Repurchases19,191 $4.70 $359,656 
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1During the nine months ended September 30, 2023, the Company redeemed 0.3 million LPUs for an aggregate redemption price of $1.4 million at a weighted-average price of $4.71 per unit. During the nine months ended September 30, 2023, the Company redeemed 0.2 million FPUs for an aggregate redemption price of $0.8 million at a weighted-average price of $5.11 per unit. The table above does not include units redeemed/cancelled in connection with the grant of 20.4 million shares of BGC Class A common stock during the nine months ended September 30, 2023, nor the limited partnership interests exchanged for 13.5 million shares of BGC Class A common stock during the nine months ended September 30, 2023.
2During the three months ended September 30, 2023, the Company repurchased 8.1 million shares of BGC Class A common stock for an aggregate price of $40.3 million at a weighted-average price of $4.99 per share.
3During the nine months ended September 30, 2023, the Company repurchased 18.7 million shares of BGC Class A common stock for an aggregate price of $88.1 million at a weighted-average price of $4.70 per share.
Redeemable Partnership Interest
The changes in the carrying amount of FPUs were as follows (in thousands):
Nine Months Ended September 30, 2023
2023
Balance at beginning of period$15,519 
Consolidated net income allocated to FPUs236 
Earnings distributions(236)
FPUs exchanged(1,301)
FPUs redeemed288 
Corporate Conversion(14,506)
Balance at end of period$— 
As a result of the Corporate Conversion, there were no redeemable partnership interests outstanding as of September 30, 2024.