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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): April 17, 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 1.01. Entry
into a Material Definitive Agreement.
The
information set forth in Item 8.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 2.03. Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The
information set forth in Item 8.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 8.01. Other
Events.
On
April 17, 2026, Newmark Group, Inc. (“Newmark” or the “Company”) entered into the Third Amended and Restated
Credit Agreement (“Third A&R Credit Agreement”), which amends and restates that certain Second Amended and Restated Credit
Agreement dated as of April 26, 2024 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Existing
Credit Agreement”), by and among the Company, the several financial institutions from time to time party thereto, as Lenders, and
Bank of America, N.A., as Administrative Agent, pursuant to which the Lenders provided to the Company a $900 million unsecured senior
revolving credit facility (the “Revolving Credit Facility”), which the Company has the right to increase up to $1.1 billion
subject to certain conditions being met. The Third A&R Credit Agreement shall, among other things, (a) increase the amount available
to the Company under the Revolving Credit Facility to $900 million and (b) extend the maturity date of the Revolving Credit Facility
to April 17, 2030.
Borrowings
under the Revolving Credit Facility will bear interest at a per annum rate equal to, at the Company’s option, either (a) Term
SOFR for interest periods of one or three months, as selected by the Company, or upon the consent of all Lenders, such other period that
is 12 months or less (in each case, subject to availability), as selected by the Company, plus an applicable margin, or (b) a base
rate equal to the greatest of (i) the federal funds rate plus 0.50%, (ii) the prime rate as established by the Administrative Agent,
(iii) Term SOFR plus 1.00%, and (iv) 1.00%, in each case plus an applicable margin. The applicable margin will initially be 1.625%
with respect to Term SOFR borrowings in clause (a) above and 0.625% with respect to base rate borrowings in clause (b) above.
The applicable margin with respect to Term SOFR borrowings in clause (a) above will range from 1.125% to 1.875% depending upon the
Company’s credit ratings, and with respect to base rate borrowings in clause (b) above will range from 0.125% to 0.875% depending
upon the Company’s credit ratings. Using data from Bloomberg for the “30 Day Average SOFR Secured Overnight Financing Rate”,
the interest rate based on clause (a) above on any borrowing under the Credit Facility would have been approximately 5.27% as of market
close on April 17, 2026. The Third A&R Credit Agreement also provides for certain upfront and arrangement fees and for an unused
facility fee.
The
Third A&R Credit Agreement contains financial covenants with respect to minimum interest coverage and maximum leverage ratio which
are the same as in the Existing Credit Agreement. The Third A&R Credit Agreement also contains certain other customary affirmative
and negative covenants and events of default.
The
Company plans to use funds borrowed under the Third A&R Credit Agreement for general corporate purposes.
The
foregoing description of the Third A&R Credit Agreement does not purport to be complete and is qualified in its entirety by reference
to the actual terms of the Third A&R Credit Agreement, a copy of which is attached hereto as Exhibit 10.1, and is incorporated herein
by reference.
On
April 21, 2026, the Company issued a press release announcing the Third A&R Credit Agreement. A copy of this press release is attached
hereto as Exhibit 99.1 and is incorporated herein by this reference.
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.
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 Number |
|
Description |
| |
|
| 10.1. |
|
Third Amended and Restated Credit Agreement, dated as of April 17, 2026, by and among Newmark Group, Inc., as the Borrower, certain subsidiaries of the Borrower, as Guarantors, the several financial institutions from time to time as parties thereto, as Lenders, and Bank of America, N.A., as Administrative Agent |
| |
|
|
| 99.1 |
|
Newmark Group, Inc. Press Release, dated April 21, 2026 |
| |
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: April 21, 2026 |
By: |
/s/ Michael J. Rispoli |
| |
Name: |
Michael J. Rispoli |
| |
Title: |
Chief Financial Officer |
Exhibit
99.1

Newmark
Upsizes its Senior Unsecured Credit Facility by 50% to $900 Million
and
Extends Maturity to April 17, 2030
NEW YORK, NY – April 21, 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 terms of its amended senior unsecured
revolving credit facility (the “Credit Facility”).
On April 17, 2026, Newmark entered into an agreement to amend the terms
of its Credit Facility, increasing its size by 50% to $900 million and extending the maturity date to April 17, 2030. The Company has
the right to increase the Credit Facility to up to $1.1 billion, subject to certain conditions being met. Borrowings under the Credit
Facility will bear an interest rate, at Newmark’s option, based either on:
| (a) | Term SOFR for applicable interest periods as selected by
the Company, plus an applicable margin, or |
| (b) | A base rate to be determined by the Administrative Agent
plus an applicable margin. |
The applicable margin is initially expected to
be 1.625% per annum with respect to Term SOFR borrowings under (a) above and 0.625% with respect to base rate borrowings under (b) above.
The applicable margin under both (a) and (b) above will vary depending upon the Company’s credit rating. The new agreement amends
the terms of Newmark’s previous $600 million revolving credit facility maturing on April 26, 2027. Under (a) above, the interest
rate on any borrowing under the Credit Facility would have been approximately 5.27% as of market close on April 17, 2026.1
BofA Securities, Inc. acted as the active lead arranger and bookrunner
for the Credit Facility, while Bank of America, N.A. will continue to serve as the Administrative Agent. Other banks participating in
the Credit Facility are Capital One, National Association; Citizens Bank, N.A.; KeyBank National Association; Lloyds Bank PLC; National
Westminster Bank PLC; PNC Bank, National Association; Regions Bank; Royal Bank of Canada; U.S. Bank National Association; and Wells Fargo
Bank, National Association (each as co-syndication agents); Industrial and Commercial Bank of China Limited, New York Branch; BMO Bank
N.A.; and The Huntington National Bank (each as co-documentation agents); as well as Comerica Bank, a division of Fifth Third Bank, National
Association; and Associated Bank, N.A.
The Company expects to use its Credit Facility for general corporate
purposes. For additional information on the Credit Facility, please see Newmark’s forthcoming and expected Securities and Exchange
Commission filing on form 8-K.
ABOUT NEWMARK
Newmark Group, Inc. (Nasdaq:
NMRK), together with its subsidiaries (“Newmark”), is a world leader in commercial real estate, seamlessly powering every
phase of the property life cycle. Newmark’s comprehensive suite of services and products is uniquely tailored to each client, from
owners to occupiers, investors to founders, and startups to blue-chip companies. Combining the platform’s global reach with market
intelligence in both established and emerging property markets, Newmark provides superior service to clients across the industry spectrum.
For the twelve months ended December 31, 2025, Newmark generated revenues of nearly $3.3 billion. As of December 31, 2025, Newmark and
its business partners together operated from approximately 175 offices with over 9,300 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.
MEDIA CONTACT:
Deb Bergman
+1 303-260-4307
INVESTOR CONTACTS:
Jason McGruder or Shaun French
+1 212-829-7124
| 1 | Using data from Bloomberg for
the “30 Day Average SOFR Secured Overnight Financing Rate”. |