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Newmark Group (Nasdaq: NMRK) plans 2026 CEO handoff, $5M annual role

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Newmark Group, Inc. announced that longtime Chief Executive Officer Barry M. Gosin will step down as CEO on December 31, 2026. He has been in the role since 1979 and will continue as Chairman of operating entity Newmark & Company Real Estate, Inc. to support a seamless leadership transition. The Board expects to identify a new CEO by year end.

A new Third Amended and Restated Employment Agreement extends Mr. Gosin’s employment term through December 31, 2029. For 2027–2029, he is scheduled to receive aggregate annual compensation of $5,000,000, consisting of a $1,000,000 base salary and a $4,000,000 cash bonus, with potential additional discretionary compensation and commissions. Post-employment Non-Compete Payments will no longer be payable, and his Permitted Activities are expanded to allow certain real estate fund investments, subject to restrictions and a requirement to offer Newmark opportunities to service associated properties.

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Filing Explained

The agreement also permits the Board to remove Mr. Gosin’s role or end his services before December 31, 2029 while continuing compensation through that date, or convert him to consulting at an annualized $5,000,000; termination for Cause, death, or disability is separately allowed.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
CEO step-down date December 31, 2026 Date Barry M. Gosin will step down as Chief Executive Officer
Employment term end date December 31, 2029 End of employment term under the 2026 Gosin Agreement
Annual compensation 2027–2029 $5,000,000 per year Aggregate annual compensation for Barry Gosin while employed 2027–2029
Base salary 2027–2029 $1,000,000 per year Base salary component of Barry Gosin’s 2027–2029 compensation
Cash bonus 2027–2029 $4,000,000 per year Annual cash bonus component of 2027–2029 compensation
Trailing 12-month revenue More than $3.6 billion Revenues for the twelve months ended June 30, 2026
Professionals More than 10,000 Number of professionals as of June 30, 2026
Office locations Over 195 offices Office count as of June 30, 2026
Non-Compete Payments financial
"Mr. Gosin’s post-employment Non-Compete Payments ... will no longer be payable"
Permitted Activities regulatory
"Under the 2026 Gosin Agreement, the Permitted Activities provisions are modified"
Cause regulatory
"The Company may terminate the 2026 Gosin Agreement ... for Cause"
forward-looking statements regulatory
"Statements in this document regarding Newmark that are not historical facts are “forward-looking statements”"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
Compensation Committee financial
"All such commissions must be approved by the Compensation Committee"
A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.

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FAQ

What CEO transition did Newmark Group (NMRK) announce?

Newmark Group announced that Barry M. Gosin will step down as Chief Executive Officer on December 31, 2026. He will remain Chairman of Newmark & Company Real Estate, Inc. to focus on strategic matters and support a smooth transition to a new CEO.

What are Barry Gosin’s compensation terms under Newmark’s new agreement (NMRK)?

From 2027 through 2029, Barry Gosin is set to receive $5,000,000 in aggregate annual compensation, comprising a $1,000,000 base salary and a $4,000,000 cash bonus. He may also receive additional discretionary compensation and commissions approved by the Compensation Committee.

How long does Barry Gosin’s new employment term at Newmark Group (NMRK) run?

The Third Amended and Restated Employment Agreement extends Barry Gosin’s employment term through December 31, 2029, unless terminated earlier under its terms. He remains CEO through 2026 and then continues in leadership roles at Newmark’s operating entity, subject to Board discretion.

What changes were made to Barry Gosin’s post-employment and non-compete terms at Newmark (NMRK)?

Under the 2026 agreement, Mr. Gosin’s post-employment Non-Compete Payments will no longer be payable. His Permitted Activities are modified to allow certain real estate fund investments if competitors are avoided and Newmark is offered opportunities to service related properties.

What is the scale of Newmark Group’s (NMRK) business as of mid-2026?

For the twelve months ended June 30, 2026, Newmark generated revenues of more than $3.6 billion. As of that date, Newmark and its business partners operated from over 195 offices with more than 10,000 professionals across four continents.

Can Newmark (NMRK) change Barry Gosin’s role before 2029 under the new agreement?

Yes. The Board may remove Barry Gosin’s titles or operational roles after January 1, 2027, or convert his role to a non-employee consulting arrangement at an annualized rate of $5,000,000, or terminate for Cause, death, or disability, as defined in the agreement.
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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): August 6, 2026

 

 

 

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. 

 

Barry Gosin to Step Down as CEO of Newmark Group Inc. at Year End; Will Continue as Chairman of Newmark & Co. Real Estate, Newmark’s Operating Company

 

On August 7, 2026, Newmark Group, Inc. (“Newmark” or the “Company”) announced that Barry M. Gosin will step down as Chief Executive Officer of the Company on December 31, 2026. On August 6, 2026, Mr. Gosin entered into an amended and restated employment agreement (as described below) in which he will remain Chairman of the Company’s operating entity, Newmark & Company Real Estate, Inc. (“Newmark & Co.”), to focus on relevant and impactful topics, as well as to support a seamless transition. Newmark’s Board of Directors (the “Board”) expects to identify a new Chief Executive Officer by year end. Newmark has a deep and experienced leadership team and believes this orderly transition positions the Company for continued success in the years ahead.

 

On August 7, 2026, the Company issued a press release relating to Mr. Gosin concluding his tenure as CEO. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

 

Third Amended and Restated Gosin Employment Agreement

 

On August 6, 2026, Mr. Gosin entered into a Third Amended and Restated Employment Agreement (the “2026 Gosin Agreement”) with Newmark Partners, L.P. (“Newmark OpCo”) and Newmark Holdings, L.P. (“Newmark Holdings”), which amends and restates in its entirety the Second Amended and Restated Employment Agreement entered into on August 7, 2024 (the “2024 Gosin Employment Agreement”). The 2026 Gosin Agreement was approved by the Board and the Compensation Committee of the Board of the Company (the “Compensation Committee”).

 

Pursuant to the 2026 Gosin Agreement, Mr. Gosin’s term of employment will be extended through December 31, 2029 (unless terminated earlier as set forth below). Mr. Gosin will continue as Chief Executive Officer of the Company through December 31, 2026, after which he will continue as Chairman of Newmark & Co. through at least December 31, 2027 with such duties and responsibilities as determined by the Board, for a period of time through no later than December 31, 2029, provided that, subject to the foregoing, the Board in its discretion may remove any such titles or operational roles from Mr. Gosin on and following January 1, 2027 and may terminate his amended and restated employment agreement prior to December 31, 2029 as provided for therein.

 

For 2027 through 2029, Mr. Gosin will receive $5,000,000 in aggregate annual compensation while employed (comprised of a $1,000,000 base salary and a $4,000,000 cash bonus) and shall be eligible for additional compensation and commissions at the discretion of the Company and all such commissions must be approved by the Compensation Committee. Pursuant to the 2026 Gosin Agreement, the Board may also remove his role or terminate his services prior to December 31, 2029 while continuing to compensate him through that date or convert his role to a non-employee consulting arrangement at an annualized rate of $5,000,000 on substantially similar terms. However, the Company may terminate the 2026 Gosin Agreement prior to December 31, 2029 for Cause (as defined in the 2026 Gosin Agreement, which definition is substantially identical to that in the 2024 Gosin Employment Agreement) or due to Mr. Gosin’s death or disability. Mr. Gosin’s post-employment Non-Compete Payments (as defined in the 2024 Gosin Employment Agreement) will no longer be payable to him.

 

Under the 2026 Gosin Agreement, the Permitted Activities provisions (as defined in the 2024 Gosin Employment Agreement) are modified to (i) permit Mr. Gosin to invest alongside outside investors via a fund raised by him alone or with others (excluding anyone employed or retained by, or otherwise associated with, the Company of any of its affiliates without Board consent), (ii) provide that Mr. Gosin may invest in institutional real estate funds except where he knew or, after reasonable due diligence should have known, that such fund is owned, controlled, or managed by the Company’s brokerage competitors, and (iii) require Mr. Gosin to offer the Company the opportunity to service associated properties, replacing the prior requirement to offer the Company up to a 50% partnership interest in such investments. All other material terms of the 2024 Gosin Employment Agreement remain unchanged.

 

The foregoing description of the 2026 Gosin Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the 2026 Gosin Agreement, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

 

1

 

Item 9.01. Financial Statements and Exhibits

 

(d)Exhibits.

 

The exhibit index set forth below is incorporated by reference in response to this Item 9.01.

 

EXHIBIT INDEX

 

Exhibit No.  Description
    
10.1  Third Amended and Restated Employment Agreement, dated as of August 6, 2026, by and among Newmark Partners, L.P., Newmark Holdings, L.P. and Barry M. Gosin.
    
99.1   Newmark Group, Inc. press release dated August 7, 2026
    
104  The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

 

2

 

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: August 7, 2026By: /s/ Stephen M. Merkel
 Name:  Stephen M. Merkel
 Title: Chief Legal Officer

 

[Signature Page to Form 8-K relating to 2026 Gosin Agreement]

 

3

 

Exhibit 99.1

 

 

Barry Gosin to Step Down as CEO of Newmark Group Inc. at Year End;
Will Continue as Chairman of Newmark & Co.
Real Estate, Newmark’s Operating Company

 

New York, NY — August 7, 2026 — Newmark Group, Inc. (Nasdaq: NMRK) (“Newmark” or the “Company”), a leading commercial real estate advisor and service provider to large institutional investors, global corporations, and other owners and occupiers, today announced that Barry Gosin, having been in the role since 1979, will step down as Chief Executive Officer on December 31, 2026. He will continue as Chairman of Newmark & Company Real Estate, Inc., (“Newmark & Co.”), Newmark’s operating company, to focus on relevant and impactful topics, as well as to support a seamless transition.

 

Newmark has a deep and experienced leadership team, and this orderly transition positions the Company for continued success in the years ahead. Newmark’s Board of Directors expects to identify a new CEO by year end.

 

“We are delighted that Barry will remain with the Company as Chairman of the operating company to help the next generation of leadership as they guide Newmark through its next chapter of growth,” said Stephen Merkel, Chairman of the Board, Executive Vice President and Chief Legal Officer of Newmark. “For nearly five decades, Barry, along with his entire leadership team, have led Newmark through some of its most consequential milestones, including its initial public offering in 2017 and becoming the fastest growing publicly traded commercial real estate firm in the world, increasing annual revenues by over 1,400% since 2011 while expanding to more than 10,000 professionals across approximately 195 locations.”1

 

“I have spent nearly my entire career at Newmark, working alongside an exceptional team whose dedication, talent and commitment have made the Company’s success possible,” said Barry Gosin. “The Company is stronger than ever, our strategy is working, and the opportunities ahead are substantial, which is why I believe now is the right time to take a step back from day to day operations to focus solely on matters that will make a difference to Newmark, and to support the Company through this transition.”

 

In connection with this announcement, Mr. Gosin entered into an amended and restated employment agreement to remain as Chairman of the Company’s operating entity, Newmark & Co., up to 2029.

 

 
1Please note the following: (i) Newmark & Co. was acquired by its former parent company, BGC Partners, Inc. (“BGC”, which is now known as BGC Group, Inc.) in October of 2011. BGC facilitated Newmark’s initial public offering (“IPO”) in 2017 and spun it off in 2018. (ii) The Company’s more than 1,400% revenue growth is based on unaudited full year 2011 revenues for Newmark & Co., compared with Newmark’s total revenues for the twelve months ending June 30, 2026. (iii) Newmark has grown total revenues faster than the following publicly traded companies from 2011 through 2025: U.S. tickers CBRE, CIGI, JLL, MMI, and WD (all in USD), and U.K. ticker SVS (in GBP). (iv) Headcount and client service locations include independently owned business partners. Excluding these business partners, Newmark had approximately 9,500 employees in approximately 160 offices as of June 30, 2026.

 

 

 

 

About Newmark

 

Newmark Group, Inc. (Nasdaq: NMRK), together with its subsidiaries (“Newmark”), is a world leading commercial real estate advisor and service provider to large institutional investors and other owners, global corporations and other occupiers, and lenders. Built with purpose and driven by excellence, Newmark’s comprehensive platform is uniquely tailored to provide superior outcomes to clients. For the twelve months ended June 30, 2026, Newmark generated revenues of more than $3.6 billion. As of June 30, 2026, Newmark and its business partners together operated from over 195 offices with more than 10,000 professionals across four continents. To learn more, visit nmrk.com or follow @newmark.

 

Discussion of Forward-Looking Statements about Newmark

 

Statements in this document regarding Newmark that are not historical facts are “forward-looking statements” that involve risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements. These include statements about the Company’s business, results, financial position, liquidity, and outlook, which may constitute forward-looking statements and are subject to the risk that the actual impact may differ, possibly materially, from what is currently expected. Except as required by law, Newmark undertakes no obligation to update any forward-looking statements. For a discussion of additional risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see Newmark’s Securities and Exchange Commission filings, including, but not limited to, the risk factors and Special Note on Forward-Looking Information set forth in these filings and any updates to such risk factors and Special Note on Forward-Looking Information contained in subsequent reports on Form 10-K, Form 10-Q or Form 8-K.

 

Newmark Investor Contact:

 

Jason McGruder

Shaun French

+1 212-829-7124

investors@nmrk.com

 

Newmark Media Contact:

 

Deb Bergman

+1 303-260-4307

deb.bergman@nmrk.com

 

 

 

Filing Exhibits & Attachments

5 documents