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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.
Item 9.01. Financial Statements and 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 |
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, 2026 | By: |
/s/ Stephen M. Merkel |
| | Name: |
Stephen M. Merkel |
| | Title: |
Chief Legal Officer |
[Signature
Page to Form 8-K relating to 2026 Gosin Agreement]
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.
| 1 | Please
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