Brandon Lutnick Discloses Large Indirect Stake in NMRK

Rhea-AI Filing Summary

Brandon G. Lutnick filed an initial Form 3 reporting his direct and indirect ownership in Newmark Group, Inc. (NMRK) following transactions closed on 10/06/2025. He directly holds 3,335 shares of Class A common stock and, through trusts and affiliated entities he controls, indirectly holds 4,388,045 Class A shares and 21,285,533 Class B shares. The filing also shows 18,349,137 exchangeable partnership interests in Newmark Holdings held indirectly, exercisable into common stock at a stated exchange ratio.

Positive

• Established governance control through trustee and managerial roles conferring decision-making influence
• Large economic stake indirectly held via 21,285,533 Class B shares and 4,388,045 Class A shares

Negative

• Concentration of ownership could raise governance concerns for minority shareholders
• Exchangeable interests ( 18,349,137 ) are convertible, creating potential future dilution or voting shifts

Insights

Corporate Governance Analyst

Significant insider control increase via trusts and affiliated entities.

The filing documents a substantial indirect stake: 21,285,533 Class B shares and 4,388,045 Class A shares held through CFLP, CFGM, KBCR and various trusts for which the reporting person is trustee with decision-making control. These positions create concentrated voting power because Class B shares are convertible and CFLP holds exchangeable interests.

Key dependencies and risks include the exchange rights of the 18,349,137 partnership interests and the stated exchange ratio, which affect potential dilution and voting dynamics. Monitor any future exchanges or sales for near-term governance impact.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Lutnick Brandon

(Last) (First) (Middle)

499 PARK AVENUE

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/06/2025

3. Issuer Name and Ticker or Trading Symbol
NEWMARK GROUP, INC. [ NMRK ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock, par value $0.01 per share	3,335	D
Class A Common Stock, par value $0.01 per share	4,388,045	I	See Footnotes(1)(2)(5)(6)
Class B Common Stock, par value $0.01 per share	21,285,533	I	See Footnotes(1)(3)(5)(6)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Newmark Holdings Exchangeable Limited Partnership Interests	(4)	(4)	See Footnote(4)	18,349,137	(4)	I	See Footnotes(1)(4)(5)(6)

Explanation of Responses:

1. On October 6 , 2025, the reporting person, through trusts for which he is trustee with decision making control, closed the purchase from Howard W. Lutnick, in Howard W. Lutnick's capacity as trustee of certain trusts, of (i) all of the voting shares of CF Group Management, Inc. ("CFGM"), which is the Managing General Partner of Cantor Fitzgerald, L.P. ("CFLP"), and (ii) all of the outstanding equity interests in KBCR Management Partners, LLC ("KBCR") and Tangible Benefits, LLC ("Tangible Benefits"). The shares of Class A common stock, par value $0.01 per share ("Class A Common Stock") and shares of Class B common stock, par value $0.01 per share ("Class B Common Stock") of Newmark Group, Inc. (the "Company") held by these entities are included on this report as indirectly beneficially owned by the reporting person.

2. Consists of 4,388,045 shares of Class A Common Stock held indirectly, consisting of (i) 1,025,612 shares of Class A Common Stock held by CFGM, (ii) 1,362,415 shares of Class A Common Stock held by KBCR, (iii) 746,955 shares of Class A Common Stock held by Tangible Benefits, (iv) 99,146 shares of Class A Common Stock held by LFA, LLC ("LFA"), (v) 907,803 shares of Class A Common Stock held by various trust accounts for the benefit of the descendants of Mr. Howard W. Lutnick and his immediate family, and (vi) 246,114 shares of Class A Common Stock held by various other trust accounts for the benefit of Mr. Howard W. Lutnick's immediate family.

3. Consists of 21,285,533 shares of the Company's Class B Common Stock held indirectly, consisting of (i) 20,932,207 shares of Class B Common Stock held by CFLP and (ii) 353,326 shares of Class B Common Stock held by CFGM. The shares of Class B Common Stock are convertible at any time on a one-for-one basis (subject to adjustment) into shares of Class A Common Stock.

4. Consists of 19,787,703 exchangeable limited partnership interests ("Interests") in Newmark Holdings, L.P. ("Newmark Holdings") held by CFLP. The exchange rights with respect to the Interests held by CFLP are exercisable at any time for shares of Class B Common Stock, or, at CFLP's option, Class A Common Stock, at the then-current exchange ratio (which is 0.9273 as of October 6, 2025), which is subject to adjustment.

5. CFGM is the Managing General Partner of CFLP and KBCR is a non-managing General Partner of CFLP. Securities held by CFGM and CFLP are included on this report because the reporting person is the Chairman and Chief Executive Officer and also the trustee with decision making control of trusts that hold all of the voting shares of CFGM. As a result of his beneficial ownership of CFGM and CFLP, the reporting person may, solely for purposes of Section 16, of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), be deemed a "director by deputization." Securities held by KBCR, Tangible Benefits, and LFA are included on this report because of the reporting person's position as the manager of each entity and through the reporting person's control of

6. (Continued from Footnote 5) KBCR and Tangible Benefits as trustee with decision making control of trusts which hold all of the issued and outstanding equity interests of KBCR and Tangible Benefits. Securities held by the trusts described in this report are included on this report because (i) the beneficiaries of such trusts include the reporting person and/or members of his immediate family, and (ii) of the reporting person's position as trustee with decision making control. The reporting person disclaims beneficial ownership of all securities held by CFGM, CFLP, KBCR, Tangible Benefits, and LFA, in excess of his pecuniary interest, if any, and this report shall not be deemed an admission that he is the beneficial owner of, or has pecuniary interest in, any such excess securities for purposes of Section 16 of the Exchange Act, or for any other purpose.

	/s/ Brandon G. Lutnick	10/06/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What stake does Brandon G. Lutnick report in NMRK?

The Form 3 reports 3,335 Class A shares directly, and indirect holdings of 4,388,045 Class A shares and 21,285,533 Class B shares.

When did the reported transaction occur for NMRK?

The transaction and the Form 3 are dated 10/06/2025.

What are the exchangeable interests disclosed in the filing?

The filing shows 18,349,137 exchangeable limited partnership interests in Newmark Holdings, exercisable into common stock at the disclosed exchange ratio.

Why are these securities reported as indirectly owned?

Securities are indirect because they are held by entities (CFLP, CFGM, KBCR, trusts, LFA) where the reporting person has trustee or managerial control and decision-making authority.

Are the Class B shares convertible?

Yes. The Form 3 states Class B shares are convertible on a one-for-one basis into Class A shares, subject to adjustment.