On June 10, 2024, BGC Group, Inc. closed an offering of $500 million aggregate principal amount of its 6.600% senior notes due 2029. The initial purchasers in the offering were BofA Securities, Inc., Cantor Fitzgerald & Co., PNC Capital Markets LLC, Regions Securities LLC, Wells Fargo Securities, LLC, Fifth Third Securities, Inc., BMO Capital Markets Corp., Capital One Securities, Inc., M&T Securities, Inc., KeyBanc Capital Markets Inc., Goldman Sachs & Co. LLC, ICBC Standard Bank Plc, Citizens JMP Securities, LLC, Piper Sandler & Co., Comerica Securities, Inc., Santander US Capital Markets LLC, U.S. Bancorp Investments, Inc., CastleOak Securities, L.P. and Janney Montgomery Scott LLC.

The Company received net proceeds from the offering of the 6.600% Notes of approximately $495.3 million after deducting the initial purchasers? discounts and commissions and estimated offering expenses. The 6.600% Notes were issued pursuant to an Indenture, dated as of June 10, 2024, as supplemented by the First Supplemental Indenture, dated as of June 10, 2024, between the Company and Wilmington Trust, National Association, as trustee .

The 6.600% Notes bear interest at a rate of 6.600% per year, payable in cash on June 10 and December 10 of each year, commencing December 10, 2024. The 6.600% Notes will mature on June 10, 2029. The Company intends to use the net proceeds from the sale of the 6.600% Notes to repurchase, redeem and/or repay at maturity all $255.5 million outstanding aggregate principal amount of its 3.750% Senior Notes due 2024 and all $44.5 million outstanding aggregate principal amount of the 3.750% Senior Notes due 2024 of BGC Partners, Inc., a wholly owned subsidiary of the Company, in each case including to pay any applicable redemption premium.

The Company may redeem some or all of the 6.600% Notes at any time or from time to time for cash (i) prior to May 10, 2029, at certain ?make-whole? redemption prices and (ii) on or after May 10, 2029, at 100% of the principal amount of such notes. If a ?Change of Control Triggering Event?

occurs, holders may require the Company to purchase all or a portion of their 6.600% Notes for cash at a price equal to 101% of the principal amount of the 6.600% Notes to be purchased plus any accrued and unpaid interest to, but excluding, the purchase date. The 6.600% Notes are general senior unsecured obligations of the Company. The Indenture contains customary covenants, such as reporting of annual and quarterly financial results, and restrictions on certain mergers and consolidations.

The 6.600% Notes and the Indenture do not contain any financial covenants. The 6.600% Notes and the Indenture contain customary events of default, including failure to pay principal or interest, breach of covenants, cross-acceleration to other debt in excess of $100 million and bankruptcy events, all subject to terms, including notice and cure periods, as set in the Indenture. The Company has entered into a Third Amendment to Credit Agreement, dated as of June 7, 2024, which amends that certain Credit Agreement, dated as of March 19, 2018, between BGC Partners and Cantor Fitzgerald, L.P. as amended on August 6, 2018, assumed by the Company from BGC Partners pursuant to the Assignment and Assumption Agreement, dated as of October 6, 2023, by and between the Company, BGC Partners and Cantor, and amended as of March 8, 2024 (the ?Cantor Credit Agreement?).

The Third Amendment was approved by both the Board of Directors and the Audit Committee of the Company. The Third Amendment permits the Company and its subsidiaries and Cantor and its subsidiaries to borrow from each other up to the maximum $400 million aggregate principal amount available under the Cantor Credit Agreement pursuant to a new category of ?FICC-GSD Margin Loans.? FICC-GSD Margin Loans are loans made by a party to the Cantor Credit Agreement, the use of proceeds of which will be to directly or indirectly (i) post margin at any clearinghouse, including without limitation the Government Securities Division of the Fixed Income Clearing Corporation, (ii) keep funds available for the purpose of posting such margin or (iii) otherwise facilitate the clearing and settlement of trades.

FICC-GSD Margin Loans will bear interest at a rate equal to the overnight interest rate actually earned by the borrower or its affiliates on borrowings under the applicable FICC-GSD Margin Loan that are posted to clearinghouses or kept available for posting at clearinghouses. As of June 7, 2024, such rate would be approximately 5.14%. The maturity date in respect of FICC-GSD Margin Loans will not exceed 35 days from the date the loan is made, unless otherwise agreed by the parties.

All other terms of the Cantor Credit Agreement, including terms applicable to loans made thereunder that are not FICC-GSD Margin Loans, remain the same.