Newmark Group SEC Filings

Newmark Group, Inc. (NMRK) insider filing reports a partnership interest purchase by Cantor Fitzgerald, L.P. (CFLP). On November 18, 2025, CFLP acquired 595,632 exchangeable limited partnership interests in Newmark Holdings, L.P. in a transaction exempt under Rule 16b-3 and carried out under the Newmark Holdings partnership agreement.

These 595,632 interests are currently exchangeable at an exchange ratio of 0.9258 shares per interest into an aggregate of 551,436 shares of Newmark Class B common stock, or, at CFLP’s option, 324,321 shares of Class A common stock. The Class B shares are convertible at any time on a one-for-one basis into Class A shares.

The aggregate 595,632 interests include 524,108 interests acquired in connection with the redemption of non-exchangeable founding partner units for total consideration of $1,909,908, and 71,254 interests acquired for $302,750 tied to the exchange of founding partner units. CFLP also holds 20,383,335 additional interests that are exchangeable into 18,870,892 Newmark shares.

Newmark Group, Inc. insider activity centers on derivative equity interests. On November 18, 2025, Cantor Fitzgerald, L.P. purchased 595,632 exchangeable limited partnership interests in Newmark Holdings, L.P. in a transaction exempt under Rule 16b-3. These interests are currently exchangeable into 551,436 shares of Newmark Class B common stock, or at Cantor Fitzgerald’s option 324,321 shares of Class A common stock, based on a 0.9258 exchange ratio as of that date. The filing also notes existing rights on 20,383,335 interests, which are exchangeable into 18,870,892 shares of Newmark common stock. The reporting person is a director and 10% owner and reports indirect beneficial ownership through Cantor Fitzgerald, L.P.

Newmark Group, Inc. is asking stockholders to vote at its virtual 2025 Annual Meeting on December 30, 2025. The agenda includes electing five directors, ratifying Ernst & Young LLP as independent auditor for 2025, and an advisory vote on executive compensation.

Holders of Class A and Class B common stock of record on November 10, 2025 may vote, with Class B carrying 10 votes per share, for a Total Voting Power of 372,303,862 votes. Although Cantor and CF Group Management control a majority of this voting power, the Board maintains a majority of independent directors and fully independent key committees.

The proxy details significant 2025 leadership changes, including Stephen M. Merkel becoming Chairman of the Board, Barry M. Gosin serving as principal executive officer and Chairman of Newmark & Co., and the appointments of director Kyle S. Lutnick and Chief Operating Officer Luis A. Alvarado. It also highlights Newmark’s corporate responsibility, human capital, cybersecurity, and robust governance and clawback policies that shape its executive pay philosophy.

Newmark Group, Inc. (NMRK)May 2, 2025, the company granted the reporting person 1,219 exchange rights tied to 1,219 previously awarded Newmark Holdings, L.P. units that had been non-exchangeable. On July 28, 2025, the company granted a further 1,220 exchange rights on previously awarded Newmark Holdings units under the same framework. These exchange rights are exercisable at any time for shares of Newmark Class A common stock at the then-current exchange ratio, which was 0.9248 as of November 17, 2025, and is subject to adjustment. Following the transactions, the reporting person held 6,603 and then 7,731 Newmark Holdings exchangeable limited partnership interests directly. Both grants were made under a monetization schedule approved before the reporting person became an executive officer and were disclosed late due to an inadvertent administrative delay.

Newmark Group, Inc. (NMRK) filed its Quarterly Report for the period ended September 30, 2025. The company’s Class A common stock trades on Nasdaq under NMRK. Shares outstanding were 159,126,874 Class A and 21,285,533 Class B as of November 7, 2025.

The filing outlines capital resources including an unsecured revolving credit facility of $600.0 million (expandable to $800.0 million) maturing on April 26, 2027, and 7.500% Senior Notes due January 12, 2029 with an original principal amount of $600.0 million. The Board has reapproved a share repurchase authorization up to $400.0 million, with no expiration. The report notes the October 3, 2025 acquisition of RealFoundations to expand consulting and managed services. Risk disclosures emphasize macroeconomic volatility, interest-rate trends, commercial real estate transaction volumes, relationships with GSEs, regulatory changes, and leadership transitions.

Newmark Group, Inc. furnished its financial results for the quarter ended September 30, 2025 via a press release attached as Exhibit 99.1. The Board also changed the 2025 Annual Meeting of Stockholders to December 30, 2025, with the exact time and place to be provided in the forthcoming notice and proxy statement.

The filing notes that information under “Dividend Information” in the press release is being filed under Item 2.02 and incorporated by reference, while all other press release information is being furnished. Stockholder proposals for inclusion in the proxy materials under Rule 14a-8, or for consideration at the meeting under the bylaws, must be received by November 9, 2025 at Newmark Group, Inc., 125 Park Avenue, New York, NY 10017, Attention: Corporate Secretary.

Howard W. Lutnick, a director and 10% owner of Newmark Group, Inc. (NMRK), reported multiple transactions effective 10/06/2025 that materially changed his indirect holdings. He sold voting shares of CF Group Management, Inc. (the managing general partner of Cantor Fitzgerald, L.P.) for an aggregate price of $200,000, removing indirect ownership of 20,932,207 Class B shares and related exchangeable interests. Concurrently, equity interests in KBCR and Tangible Benefits were sold for $13,096,795.70, removing a combined 2,109,370 Class A shares previously held through those entities. The company repurchased 129,859 Class A shares originating from retirement accounts at $11.58 per share and an additional 4,400 shares held by the reporting person's spouse at $11.04 per share, both under the existing repurchase authorization. After these transactions the reporting person disclaims beneficial ownership of the sold interests except for any pecuniary interest.

Brandon G. Lutnick filed an initial Form 3 reporting his direct and indirect ownership in Newmark Group, Inc. (NMRK) following transactions closed on 10/06/2025. He directly holds 3,335 shares of Class A common stock and, through trusts and affiliated entities he controls, indirectly holds 4,388,045 Class A shares and 21,285,533 Class B shares. The filing also shows 18,349,137 exchangeable partnership interests in Newmark Holdings held indirectly, exercisable into common stock at a stated exchange ratio.

Newmark Group, Inc. reported several ownership transactions. Trusts controlled by Brandon G. Lutnick bought all voting shares of CF Group Management, Inc. from Howard W. Lutnick for an aggregate consideration of $200,000 paid in cash. Other trusts controlled by Brandon G. Lutnick purchased equity interests (including all outstanding interests in Tangible Benefits, LLC and KBCR Management Partners, LLC) from trusts associated with Howard W. Lutnick for $13,096,795.70 in cash. The company repurchased 129,859 shares of Class A common stock originating from retirement accounts (and 4,400 shares held directly by Mr. Lutnick's spouse) at per-share prices of $11.58 and $11.04 respectively, with small per-share adjustments for after-tax dividends. The repurchases used the company’s existing repurchase authorization, which was reapproved by the Board and the Audit Committee in November 2024 and expressly approved by the Audit Committee for these transactions.