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Newmark (Nasdaq: NMRK) upsizes revolving credit line 50% to $900M

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Newmark Group, Inc. amended and restated its senior unsecured revolving credit facility, increasing the available borrowing capacity to $900 million, a 50% increase from the prior $600 million facility, and extending the maturity to April 17, 2030. The company may further increase the facility to up to $1.1 billion if certain conditions are met.

Borrowings will accrue interest at Newmark’s option based on Term SOFR or a base rate, in each case plus an applicable margin that varies with the company’s credit ratings. The initial margin is 1.625% for Term SOFR loans and 0.625% for base rate loans, and the indicative Term SOFR-based rate would have been about 5.27% on April 17, 2026. Financial covenants for minimum interest coverage and maximum leverage remain unchanged, and the facility is expected to be used for general corporate purposes.

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Insights

Newmark secures a larger, longer-dated credit facility, enhancing liquidity flexibility.

Newmark replaced its prior $600 million revolver with a $900 million unsecured revolving credit facility maturing on April 17, 2030, with an option to expand to $1.1 billion. This extends debt maturity and broadens committed bank liquidity.

Pricing is tied to Term SOFR or a base rate plus a margin that depends on credit ratings, initially 1.625% on Term SOFR and 0.625% on base rate borrowings. Covenants on minimum interest coverage and maximum leverage are unchanged, suggesting continuity in lender risk expectations.

The company plans to use the facility for general corporate purposes. Actual impact on leverage and interest expense will depend on how much of the revolver is drawn over time, relative to revenues of nearly $3.3 billion for the twelve months ended December 31, 2025.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Revolving credit facility size $900 million Senior unsecured revolving credit facility under Third Amended and Restated Credit Agreement
Accordion feature Up to $1.1 billion Maximum size Newmark may increase the credit facility to, subject to conditions
Prior facility size $600 million Size of previous revolving credit facility maturing April 26, 2027
Facility maturity April 17, 2030 New maturity date of the revolving credit facility
Initial SOFR margin 1.625% Initial applicable margin for Term SOFR borrowings under the facility
Initial base rate margin 0.625% Initial applicable margin for base rate borrowings under the facility
Illustrative SOFR-based rate 5.27% Approximate Term SOFR-based interest rate on April 17, 2026, using 30 Day Average SOFR
Twelve-month revenue Nearly $3.3 billion Revenues for the twelve months ended December 31, 2025
Third Amended and Restated Credit Agreement financial
"entered into the Third Amended and Restated Credit Agreement (“Third A&R Credit Agreement”)"
revolving credit facility financial
"provided to the Company a $900 million unsecured senior revolving credit facility"
A revolving credit facility is a type of loan that a business can borrow from whenever it needs money, up to a set limit. It’s like having a credit card for companies—allowing them to borrow, pay back, and borrow again as needed, providing flexibility for managing cash flow or funding short-term expenses.
Term SOFR financial
"either (a) Term SOFR for interest periods of one or three months"
Term SOFR is a benchmark interest rate that reflects the cost of borrowing money over a specific period, based on actual transactions in the financial markets. It is used by lenders and borrowers to set the interest rates on loans and financial contracts, helping to ensure rates are fair and transparent. For investors, understanding term SOFR helps gauge borrowing costs and the overall direction of interest rates in the economy.
base rate financial
"or (b) a base rate equal to the greatest of (i) the federal funds rate plus 0.50%"
The base rate is the primary interest rate set by a central authority or used as a benchmark for pricing loans, savings and other financial products. Think of it as the anchor in a floating system: when the base rate moves, borrowing costs, corporate financing and consumer spending tend to shift too, which can change company profits and investor returns across the market.
interest coverage financial
"contains financial covenants with respect to minimum interest coverage and maximum leverage ratio"
Interest coverage is a measure of a company's ability to pay the interest on its debts with its earnings. It shows how comfortably the company can cover interest costs, similar to how many times a person’s income can pay their monthly bills. A higher interest coverage indicates the company is less likely to struggle to meet its interest payments, which can be reassuring for investors.
maximum leverage ratio financial
"financial covenants with respect to minimum interest coverage and maximum leverage ratio"
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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 YorkNY 10017

(Address of principal executive offices)

 

Registrant’s telephone number, including area code: (212372-2000

 

 

 

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.

 

1

 

 

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.

 

(d)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)

 

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: April 21, 2026 By: /s/ Michael J. Rispoli
  Name: Michael J. Rispoli
  Title: Chief Financial Officer

 

3

 

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

 

 

 

1Using data from Bloomberg for the “30 Day Average SOFR Secured Overnight Financing Rate”.

FAQ

What change did Newmark Group (NMRK) make to its credit facility?

Newmark amended its senior unsecured revolving credit facility, increasing its size by 50% to $900 million and extending the maturity date to April 17, 2030. The new agreement replaces a prior $600 million revolver that was scheduled to mature on April 26, 2027.

How large is Newmark Group’s amended revolving credit facility and can it increase further?

The amended revolving credit facility is $900 million. Newmark also has the contractual right to increase the facility to up to $1.1 billion, subject to certain conditions being met. This structure provides additional committed liquidity capacity if the company chooses to access it.

What interest rate will apply to borrowings under Newmark’s new credit facility?

Borrowings will bear interest at Newmark’s option based on Term SOFR or a base rate, in each case plus an applicable margin. Initially, the margin is 1.625% for Term SOFR loans and 0.625% for base rate loans, with margins varying depending on Newmark’s credit ratings.

What example interest cost did Newmark disclose for its credit facility?

Using Bloomberg data for the 30 Day Average SOFR, Newmark stated that the Term SOFR-based rate on any borrowing would have been approximately 5.27% as of market close on April 17, 2026. This illustration reflects prevailing reference rates plus the initial applicable margin.

What financial covenants apply to Newmark’s amended credit agreement?

The agreement includes financial covenants for minimum interest coverage and a maximum leverage ratio, and these are the same as in the previous credit agreement. It also contains customary affirmative and negative covenants and events of default commonly found in senior unsecured revolving credit facilities.

How does Newmark intend to use its expanded credit facility?

Newmark plans to use funds borrowed under the Third Amended and Restated Credit Agreement for general corporate purposes. This typically can include working capital, potential acquisitions, capital expenditures, and other routine corporate needs, depending on management’s capital allocation decisions.

How big is Newmark’s overall business relative to the new credit line?

For the twelve months ended December 31, 2025, Newmark generated revenues of nearly $3.3 billion. As of that date, it operated from approximately 175 offices with over 9,300 professionals across four continents, highlighting a sizable platform relative to the $900 million facility.

Filing Exhibits & Attachments

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