CFLP adds 595K Newmark Holdings interests with share exchange rights

Rhea-AI Filing Summary

Newmark Group, Inc. (NMRK) reported an insider-related transaction involving Cantor Fitzgerald, L.P. (CFLP) through a Form 4 filing. On November 18, 2025, CFLP purchased an aggregate of 595,632 exchangeable limited partnership interests in Newmark Holdings, L.P. in a transaction described as exempt under Rule 16b-3.

The exchange rights on these 595,632 interests are currently exercisable at any time for up to 551,436 shares of Newmark Class B common stock, or, at CFLP’s option, 324,321 shares of Class A common stock, based on a stated exchange ratio of 0.9258 shares per interest as of November 18, 2025. The filing also notes CFLP holds 20,383,335 interests with exchange rights into 18,870,892 shares of Newmark common stock under the same ratio, illustrating a significant potential equity position linked to these partnership interests.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

CF GROUP MANAGEMENT INC

(Last) (First) (Middle)

499 PARK AVENUE

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

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

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

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			Managing General Partner CFLP

3. Date of Earliest Transaction (Month/Day/Year)
11/18/2025

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Newmark Holdings Exchangeable Limited Partnership Interests	(2)	11/18/2025		A(1)		595,632(3)		(2)	(2)	Class A or Class B Common Stock, par value $0.01 per share(2)	551,436(2)	(3)	20,383,335(4)	I	See Footnote(5)

Explanation of Responses:

1. On November 18, 2025, Cantor Fitzgerald, L.P. ("CFLP") purchased from Newmark Holdings, L.P. ("Newmark Holdings") an aggregate of 595,632 exchangeable limited partnership interests in Newmark Holdings (the "Interests") in a transaction exempt pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in accordance with the Amended and Restated Agreement of Limited Partnership of Newmark Holdings (as amended from time to time, the "Newmark Holdings Agreement").

2. The exchange rights with respect to the 595,632 Interests are currently exercisable at any time for an aggregate of 551,436 shares of Newmark Group, Inc. ("Newmark") Class B common stock, par value $0.01 per share ("Class B Common Stock") (or, at CFLP's option, an aggregate of 324,321 shares of Newmark Class A common stock, par value $0.01 per share ("Class A Common Stock")), at the then-current exchange ratio (which is 0.9258 shares per Interest (subject to adjustment) as of November 18, 2025). 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.

3. Includes 524,108 Interests purchased from Newmark Holdings pursuant to Sections 12.02 and 12.03 of the Newmark Holdings Agreement as a result of the redemption of 524,108 non-exchangeable founding partner units for an aggregate consideration of $1,909,908, and 71,254 Interests purchased from Newmark Holdings pursuant to Section 8.08 of the Newmark Holdings Agreement for an aggregate consideration of $302,750 as a result of the exchange of 71,524 exchangeable founding partner units.

4. The exchange rights with respect to the 20,383,335 Interests are currently exercisable at any time for an aggregate of 18,870,892 shares of Class B Common Stock (or, at CFLP's option, an aggregate of 18,870,892 shares of Class A Common Stock) at the then-current exchange ratio (which is 0.9258 shares per Interest (subject to adjustment) as of November 18, 2025).

5. Consists of Interests held by CFLP. CF Group Management, Inc. ("CFGM") is the managing general partner of CFLP. CFGM disclaims beneficial ownership of all such securities in excess of its pecuniary interest, if any, and this report shall not be deemed an admission that CFGM 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, Chairman and Chief Executive Officer	11/19/2025
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did Newmark Group (NMRK) report in this Form 4?

The filing reports that Cantor Fitzgerald, L.P. (CFLP) purchased 595,632 exchangeable limited partnership interests in Newmark Holdings, L.P. on November 18, 2025.

How many Newmark Group (NMRK) shares can the new interests be exchanged into?

The 595,632 interests are currently exercisable for an aggregate of 551,436 shares of Class B common stock or, at CFLP’s option, 324,321 shares of Class A common stock at the stated exchange ratio.

What is the exchange ratio for Newmark Holdings interests into Newmark stock?

The filing states an exchange ratio of 0.9258 shares per interest November 18, 2025 for exchanges into Newmark common stock.

What portion of the 595,632 interests came from founding partner units?

The total includes 524,108 interests tied to the redemption of 524,108 non-exchangeable founding partner units for $1,909,908, and 71,254 interests acquired for $302,750 in connection with the exchange of 71,524 exchangeable founding partner units.

What existing Newmark Holdings interests does CFLP hold according to the filing?

CFLP holds 20,383,335 interests with exchange rights currently exercisable for 18,870,892 shares of Newmark Class B common stock or, at CFLP’s option, the same number of Class A shares at the disclosed exchange ratio.

How are Newmark Class B common shares related to Class A common shares?

The filing notes that Class B common stock is convertible at any time on a one-for-one basis Class A common stock.

Who signed the Newmark (NMRK) Form 4 reporting this transaction?

The Form 4 was signed by /s/ Brandon G. Lutnick, Chairman and Chief Executive Officer, dated November 19, 2025.