The Compensation Committee may grant various equity-based awards pursuant to the BGC Group Equity Plan, including RSUs, restricted stock, stock options and shares of BGC Class A common stock. Upon vesting of RSUs, issuance of restricted stock and exercise of stock options, the Company generally issues new shares of BGC Class A common stock.

The BGC Group Equity Plan provides for a maximum of 600.0 million shares of BGC Class A common stock that may be delivered or cash settled pursuant to the exercise or settlement of awards granted under the plan. As of March 31, 2026, the limit on the aggregate number of shares authorized to be delivered allowed for the grant of future awards relating to 398.6 million shares.


	Three Months Ended March 31,
	2026		2025
Issuance of common stock and grants of exchangeability	$	31,196	$	26,641
Allocations of net income and dividend equivalents¹	916		551

RSU, RSU Tax Account, and restricted stock amortization	51,329		48,131
Equity-based compensation and allocations of net income to limited partnership units	$	83,441	$	75,323

1This includes dividend equivalents on participating securities, the Preferred Return on certain RSU Tax Accounts, and quarterly allocations of net income, including the Preferred Distribution to Newmark Holdings Preferred Units held by BGC employees.

The Newmark Holdings LPUs table above includes both regular and Preferred Units. Preferred Units are not entitled to participate in partnership distributions other than with respect to the Preferred Distribution (see Note 2—“Limited Partnership Interests in Newmark Holdings” for further information on Preferred Units). These limited partnership interests in Newmark Holdings represent interests that were held prior to the Newmark IPO and were distributed in connection with the Separation. As a result of the Spin-Off, as the existing limited partnership interests in Newmark Holdings held by BGC employees are exchanged or redeemed, the related capital is contributed from Cantor. The compensation expenses under GAAP related to the limited partnership interests are based on the company where the partner is employed. Therefore, compensation expenses related to the limited partnership interests of Newmark Holdings that are held by BGC employees are recognized by BGC. The Newmark Holdings limited partnership interests held by BGC employees may be included in the Newmark share count, if applicable.

Newmark Holdings LPUs held by BGC employees may become exchangeable or redeemed for a number of shares of Newmark Class A common stock equal to the number of limited partnership interests multiplied by the current Exchange Ratio. Initially, the Exchange Ratio equaled one, so that each Newmark Holdings limited partnership interest was exchangeable for one share of Newmark Class A common stock. For reinvestment, acquisition or other purposes, Newmark may determine on a quarterly basis to distribute to its stockholders a smaller percentage than Newmark Holdings distributes to its equity holders (excluding tax distributions from Newmark Holdings) of cash that it received from Newmark OpCo. In such circumstances, the Separation and Distribution Agreement provides that the Exchange Ratio will be reduced to reflect the amount of additional cash retained by Newmark as a result of the distribution of such smaller percentage, after the payment of taxes. As of March 31, 2026, the Exchange Ratio was 0.9270.

A summary of the Newmark Holdings LPUs redeemed in connection with the issuance of Newmark Class A common stock (at the then-current Exchange Ratio) or granted exchangeability for Newmark Class A common stock (at the then-current Exchange Ratio) held by BGC employees is as follows (in thousands):

As of both March 31, 2026 and December 31, 2025, the number of Newmark Holdings LPUs exchangeable into shares of Newmark Class A common stock at the discretion of the unit holder held by BGC employees (at the then-current Exchange Ratio) was 0.1 million.

BGC may issue BGC Class A common stock in compensatory transactions and record compensation expense for the grant date fair value of the shares issued. For the three months ended March 31, 2026, BGC issued 2.1 million of net shares of BGC Class A common stock to BGC employees, and withheld shares of BGC Class A common stock valued at $9.8 million to pay taxes due at the time of issuance. For the three months ended March 31, 2025, BGC issued 1.8 million of net shares of BGC Class A common stock to BGC employees, and withheld shares of BGC Class A common stock valued at $8.5 million to pay taxes due at the time of issuance.

Compensation expense related to Newmark Holdings LPUs held by BGC employees with a post-termination pay-out amount and/or a stated vesting schedule is recognized over the stated service period. These Newmark Holdings LPUs generally vested between two and five years from the date of grant. As of both March 31, 2026 and December 31, 2025, there were 0.1 million outstanding Newmark Holdings LPUs with a post-termination payout held by BGC employees, with a notional value of approximately $0.5 million and an aggregate estimated fair value of $0.2 million.


	RSUs	Weighted-Average Grant Date Fair Value Per Share		Fair Value Amount		Weighted-Average Remaining Contractual Term (Years)
Balance at December 31, 2025	77,643	$	6.28	$	487,312	3.84
Granted	3,909	7.99		31,222
Delivered	(5,610)	5.71		(32,039)
Forfeited	(68)	9.12		(620)
Balance at March 31, 2026	75,874	$	6.40	$	485,875	4.73

The fair value of RSUs held by BGC employees and directors is based on the market value of BGC Class A common stock on the grant date and adjusted as appropriate based upon the award’s ineligibility to receive dividends. As of March 31, 2026 and December 31, 2025, 21.0 million and 21.6 million, respectively, RSUs of the total outstanding were eligible to receive dividends. The compensation expense is recognized ratably over the vesting period, taking into effect estimated forfeitures or accelerations of vestings. The Company uses historical data, including historical forfeitures and turnover rates, to estimate expected forfeiture rates for both employee and director RSUs. Each RSU is settled in one share of BGC Class A common stock upon completion of the vesting period and conditions.

For the RSUs that vested during the three months ended March 31, 2026 and 2025, the Company withheld shares of BGC Class A common stock valued at $16.1 million and $19.5 million, respectively, to pay taxes due at the time of vesting. As of March 31, 2026 and 2025, there was approximately $146.7 million and $226.6 million, respectively, of total unrecognized compensation expense related to unvested RSUs held by BGC employees and directors that is expected to be recognized over a weighted-average period of 4.73 years and 4.75 years, respectively.

In relation to the Corporate Conversion, the Company granted $123.2 million of RSU Tax Accounts. During the three months ended March 31, 2026 and 2025, $4.3 million and $4.8 million, respectively, of RSU Tax Accounts vested to pay taxes due at the time for certain related RSU vestings. As of March 31, 2026 and 2025, there were approximately $26.5 million and $65.4 million, respectively, of total unrecognized compensation expense related to unvested RSU Tax Accounts held by BGC employees that are expected to be recognized over a weighted-average period of 7.0 years and 7.77 years, respectively. The compensation expense related to the RSU Tax Accounts amortization held by BGC employees was $4.3 million and $4.3 million, for the three months ended March 31, 2026 and 2025, respectively.

On February 5, 2025, the Company accelerated the vesting of 1.3 million of Mr. Howard Lutnick’s RSUs granted under the BGC Group Equity Plan, which each represented a contingent right to receive one share of BGC Class A common stock, and delivered, less 0.7 million shares withheld by the Company for taxes at $9.38 per share, 0.6 million net shares. The acceleration of the vesting of the RSUs and the withholding of shares for taxes was approved by the Compensation Committee of the Company, and the related party transaction resulted in a $9.0 million compensation expense for the three months ended March 31, 2025.

In connection with certain of its acquisitions, the Company has granted certain contingent share obligations and RSUs, and other deferred compensation awards. As of March 31, 2026 and December 31, 2025, the aggregate estimated fair value of acquisition-related contingent share obligations and RSUs was $12.6 million and $15.7 million, respectively. As of both March 31, 2026 and December 31, 2025, the aggregate estimated fair value of the deferred compensation awards was nil. The liability for such RSUs is included in “Accounts payable, accrued and other liabilities” on the Company’s unaudited Condensed Consolidated Statements of Financial Condition.

BGC employees hold shares of BGC and Newmark restricted stock. Such restricted shares are generally salable by employees in five to ten years. Transferability of the restricted shares of stock issued prior to the Corporate Conversion is not subject to continued employment or service with the Company or any affiliate or subsidiary of the Company; however, transferability is subject to compliance with BGC and its affiliates’ customary noncompete obligations. During both the three months ended March 31, 2026 and 2025, nil BGC or Newmark restricted shares held by BGC employees were forfeited in connection with this provision.

During both the three months ended March 31, 2026 and 2025, the Company released the restrictions with respect to nil of such BGC shares held by BGC employees. As of both March 31, 2026 and December 31, 2025, there were nil of such restricted BGC shares held by BGC employees outstanding. During both the three months ended March 31, 2026 and 2025, Newmark did not release restrictions on any restricted Newmark shares held by BGC employees. As of both March 31, 2026 and December 31, 2025, there were no restricted Newmark shares held by BGC employees outstanding.

In addition, as a result of the Corporate Conversion, on July 1, 2023, the Company granted 38.6 million restricted stock awards, which are subject to continued employment or service with the Company or any affiliate or subsidiary of the Company.

The fair value of these restricted stock awards held by BGC employees is based on the market value of BGC Class A common stock on the grant date and adjusted as appropriate based upon the award’s ineligibility to receive dividends. As of March 31, 2026, 0.3 million of the total 0.3 million restricted stock awards outstanding were eligible to receive dividends. The compensation expense is recognized ratably over the vesting period, taking into effect estimated forfeitures or accelerations of vestings. The Company uses historical data, including historical forfeitures and turnover rates, to estimate expected forfeiture rates for employee restricted stock awards. Each restricted stock award is settled in one share of Class A common stock upon completion of the vesting period and conditions. The compensation expense related to the restricted stock amortization on these awards held by BGC employees was nil and $4.2 million for the three months ended March 31, 2026 and 2025, respectively.

For the restricted stock awards that vested during the three months ended March 31, 2026 and 2025, the Company withheld nil and 0.7 million shares of BGC Class A common stock to pay taxes due at the time of vesting. As of March 31, 2026, there was approximately $0.5 million of total unrecognized compensation expense related to unvested restricted stock awards held by BGC employees that is expected to be recognized over a weighted-average period of 6.29 years.


	Restricted Stock	Weighted-Average Grant Date Fair Value Per Share		Fair Value Amount		Weighted-Average Remaining Contractual Term (Years)
Balance at December 31, 2025	306	$	4.43	$	1,356	6.37
Granted	—	—		—
Delivered	(6)	4.43		(26)
Forfeited	—	—		—
Balance at March 31, 2026	300	$	4.43	$	1,330	6.29