BGC Group, Inc.BGC
BGC Group, Inc. Earnings Per Share Disclosure
Earnings Per Share
Basic Earnings Per Share:
The following is the calculation of the Company’s basic EPS (in thousands, except per share data):
| Year Ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Basic earnings (loss) per share: | |||||||||||||||||
| Net income (loss) available to common stockholders | $ | 154,962 | $ | 126,988 | $ | 36,265 | |||||||||||
| Less: Dividends declared and allocation of undistributed earnings to participating securities | (6,334) | (5,773) | (2,195) | ||||||||||||||
| Net income (loss) attributable to common stockholders | 148,628 | 121,215 | 34,070 | ||||||||||||||
Basic weighted-average shares of common stock outstanding | 476,364 | 473,390 | 426,436 | ||||||||||||||
| Basic earnings (loss) per share | $ | 0.31 | $ | 0.26 | $ | 0.08 | |||||||||||
Fully Diluted Earnings Per Share:
The following is the calculation of the Company’s fully diluted EPS (in thousands, except per share data):
| Year Ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Fully diluted earnings (loss) per share: | |||||||||||||||||
Net income (loss) attributable to common stockholders | $ | 148,628 | $ | 121,215 | $ | 34,070 | |||||||||||
| Add back: Allocations of net income (loss) to limited partnership interests, net of tax | — | — | (156) | ||||||||||||||
| Add back: Allocations of undistributed earnings to participating securities | 5,160 | 4,620 | 1,731 | ||||||||||||||
| Less: Reallocation of undistributed earnings to participating securities | (5,113) | (4,567) | (1,702) | ||||||||||||||
| Net income (loss) for fully diluted shares | $ | 148,675 | $ | 121,268 | $ | 33,943 | |||||||||||
| Weighted-average shares: | |||||||||||||||||
| Common stock outstanding | 476,364 | 473,390 | 426,436 | ||||||||||||||
| Partnership units¹ | — | — | 57,239 | ||||||||||||||
| Non-participating RSUs | — | — | 1,406 | ||||||||||||||
Other2 | 4,586 | 5,752 | 4,908 | ||||||||||||||
Fully diluted weighted-average shares of common stock outstanding | 480,950 | 479,142 | 489,989 | ||||||||||||||
Fully diluted earnings (loss) per share | $ | 0.31 | $ | 0.25 | $ | 0.07 | |||||||||||
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1 Partnership units collectively include FPUs, LPUs, and Cantor units (see Note 2—“Limited Partnership Interests in BGC Holdings and Newmark Holdings” for more information).
2 Primarily consists of contracts to issue shares of BGC common stock.
For the years ended December 31, 2025, 2024 and 2023, approximately 15.5 million, 16.0 million and 14.3 million, respectively, of potentially dilutive securities, were excluded from the computation of fully diluted EPS because their effect would have been anti-dilutive. Anti-dilutive securities for the year ended December 31, 2025, included 15.3 million participating RSUs and 0.2 million participating restricted stock awards. Anti-dilutive securities for the year ended December 31, 2024 included 15.6 million participating RSUs and 0.4 million participating restricted stock awards. Anti-dilutive securities for the year ended December 31, 2023 included 12.7 million participating RSUs and 1.6 million participating restricted stock awards.
As of December 31, 2025, 2024 and 2023, approximately 59.1 million, 59.6 million and 63.3 million, respectively, contingent shares of BGC Class A common stock, non-participating RSUs and non-participating restricted stock awards were excluded from the fully diluted EPS computations because the conditions for issuance had not been met by the end of the period.
Contingent shares excluded from the calculation of EPS included: shares promised in connection with acquisition earnout consideration whereby the acquired entity or entities are required to achieve a stated performance target defined in their respective acquisition agreements; other contingent share obligations which include agreements with terminated employees to deliver shares of BGC Class A common stock over a set period of time post-termination in accordance with their respective partnership separation agreements; and non-participating RSUs and non-participating restricted stock awards which contain service conditions and/or performance conditions which have not been met during the period. When the service condition and/or performance condition has been met in the period, the securities are included in diluted EPS on the first day of the quarter in which the contingency was met.Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 2, 2026 | Showing above |
| 2024 | Mar 3, 2025 | |
| 2023 | Feb 29, 2024 | |
| 2022 | Mar 1, 2023 | |
| 2021 | Feb 28, 2022 | |
| 2020 | Mar 1, 2021 | |
| 2019 | Feb 28, 2020 | |
| 2018 | Mar 1, 2019 | |
| 2017 | Feb 22, 2018 | |
| 2016 | Feb 28, 2017 | |
| 2015 | Feb 29, 2016 | |
About Earnings Per Share Disclosures
The earnings per share disclosure breaks down the calculation from net income to both basic and diluted EPS, revealing the full impact of a company's capital structure on per-share economics. The reconciliation between basic and diluted share counts exposes how many stock options, RSUs, convertible securities, and warrants are potentially dilutive to existing shareholders.
Key signals: a widening gap between basic and diluted shares indicates growing dilution from equity compensation or convertible instruments. Anti-dilutive securities excluded from the diluted calculation deserve attention — they represent latent dilution that will materialize if the stock price rises. Watch for the effect of share buybacks on per-share metrics: EPS growth driven primarily by repurchases rather than income growth signals weakening fundamentals. Compare year-over-year changes in the diluted share count against equity compensation expense to assess whether management is effectively managing dilution.