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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT Pursuant to
Section
13 or 15(d)
of the Securities Exchange Act of
1934
Date of Report (Date of earliest event
reported): October 6, 2025
Newmark Group, Inc.
(Exact name of Registrant as specified
in its charter)
| Delaware |
|
001-38329 |
|
81-4467492 |
(State or other jurisdiction
of incorporation)
|
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.)
|
125 Park Avenue, New York, NY 10017
(Address of principal executive offices)
Registrant’s telephone
number, including area code: (212) 372-2000
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Class A Common Stock, $0.01 par value |
|
NMRK |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
☐ Emerging growth company
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.01. Changes in Control of Registrant.
Completion of Howard W. Lutnick Divestiture
Mr. Howard W. Lutnick, the U.S. Secretary of Commerce and
Newmark Group, Inc.’s (the “Company”) former Executive Chairman and former Chairman of the Company’s Board of
Directors (the “Board”), has completed his previously announced divestiture of his holdings in the Company in connection with
his appointment as the U.S. Secretary of Commerce. Mr. Howard W. Lutnick no longer has any voting or dispositive power over any of the
securities of the Company and filed today an amendment to his prior reports on Schedule 13D of his beneficial ownership of the equity
securities of the Company to reflect his zero ownership.
The following transactions which were previously announced
in a press release on May 19, 2025 and disclosed in the Company’s Current Report on Form 8-K filed on May 19, 2025, closed on October
6, 2025:
| ● | The
purchase by trusts controlled by Mr. Brandon G. Lutnick (“Purchaser Trusts”)
from Mr. Howard W. Lutnick, in his capacity as trustee of a trust, of all of the voting shares
of CF Group Management, Inc., a New York corporation (“CFGM”), which is the managing
general partner of Cantor Fitzgerald, L.P., a Delaware limited partnership (“CFLP”),
for an aggregate purchase price of $200,000, using cash on hand at the Purchaser Trusts. |
| ● | The
purchase by certain other trusts controlled by Mr. Brandon G. Lutnick from Mr. Howard W. Lutnick,
in his capacity as trustee of certain trusts, of certain interests, including all outstanding
equity interests in Tangible Benefits, LLC, a Delaware limited liability company, and KBCR
Management Partners, LLC, a Delaware limited liability company, that each hold shares of
the Company, for an aggregate purchase price of $13,096,795.70, using cash on hand at the
purchasing trusts. |
| ● | The repurchase by the Company of 129,859 shares of Class A common
stock, par value $0.01 per share, of the Company (“Class A common stock”) beneficially owned by Mr. Howard W. Lutnick
and originating from retirement accounts, including certain shares held by his spouse, for a price per share of $11.58, less $0.06
per share for the after-tax portion of paid and payable dividends to him and his spouse, and an additional 4,400 shares of Class A
common stock held directly by his spouse, for a price per share of $11.04, less $0.048 per share for the after-tax portion of paid
and payable dividends to her. The repurchases were made pursuant to the Company’s existing stock repurchase authorization,
most recently reapproved by the Board and by the Audit Committee of the Board (the “Audit Committee”) in November 2024,
and the repurchases of these shares pursuant to such existing authorization were expressly approved by the Audit Committee in
connection therewith. |
Following
the closing of the transactions above, Mr. Brandon G. Lutnick may be deemed to have beneficial ownership, as calculated pursuant to
Rule 13d-3 under the Securities Exchange Act of 1934, as amended, of 22.3% of our outstanding common stock, representing 58.6% of
the total voting power of the outstanding common stock of the Company, and Mr. Howard W. Lutnick no longer has beneficial ownership
over any such securities.
Voting and Transfer Agreement
On May 16, 2025, Mr. Brandon G. Lutnick, Mr. Kyle S. Lutnick, Ms. Casey
J. Lutnick, and Mr. Ryan G. Lutnick, each in their capacity as trustees of the Purchaser Trusts and other trusts, KBCR Management Partners,
LLC, Tangible Benefits, LLC and LFA, LLC, a Delaware limited liability company, entered into a voting and transfer agreement relating
to certain securities, including the common stock of the Company, held by the trusts and entities, with the voting and transfer provisions
of such agreement effective as of October 6, 2025. Such agreement, which is filed as Exhibit 13 to Amendment No. 5A to the Schedule 13D filed by CFGM, CFLP and Mr. Brandon G. Lutnick on October 6, 2025, is incorporated by reference
in this Current Report on Form 8-K.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
| |
Newmark Group, Inc. |
| |
|
| Date: October 6, 2025 |
By: |
/s/ Michael
J. Rispoli |
| |
Name: |
Michael J. Rispoli |
| |
Title: |
Chief Financial Officer |
[Signature Page to Form
8-K regarding closing of Lutnick divestment arrangements dated October 6, 2025]
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