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Newmark Group (NMRK) affiliate adds 137,831 exchangeable partnership interests

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Newmark Group, Inc. insider reporting relates to an affiliated entity’s acquisition of additional exchangeable partnership interests. On May 28, 2026, Cantor Fitzgerald, L.P. (CFLP) purchased 137,831 Newmark Holdings exchangeable limited partnership interests in a transaction exempt under Rule 16b-3. These interests are currently exchangeable into 127,769 shares of Newmark Class B common stock, or at CFLP’s option the same number of Class A shares, at an exchange ratio of 0.9270 shares per interest. Following this acquisition, CFLP holds 20,521,166 such interests, exchangeable into 19,023,121 Class B or Class A shares. The interests are held by CFLP; Brandon Lutnick is reported as a director and 10% owner through his roles at CFLP and CF Group Management, Inc., and he disclaims beneficial ownership beyond any pecuniary interest.

Positive

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Negative

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Insider Lutnick Brandon
Role null
Type Security Shares Price Value
Grant/Award Newmark Holdings Exchangeable Limited Partnership Interests 137,831 $0.00 --
Holdings After Transaction: Newmark Holdings Exchangeable Limited Partnership Interests — 20,521,166 shares (Indirect, See Footnote)
Footnotes (1)
  1. On May 28, 2026, Cantor Fitzgerald, L.P. ("CFLP") purchased from Newmark Holdings, L.P. ("Newmark Holdings") an aggregate of 137,831 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"). The exchange rights with respect to the 137,831 Interests are currently exercisable at any time for an aggregate of 127,769 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 127,769 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 0.9270 shares per Interest (subject to adjustment) as of May 28, 2026). 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. Includes 134,302 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 134,302 non-exchangeable founding partner units for an aggregate consideration of $493,149, and 3,529 Interests purchased from Newmark Holdings pursuant to Section 8.08 of the Newmark Holdings Agreement for an aggregate consideration of $15,060 as a result of the exchange of 3,529 exchangeable founding partner units. The exchange rights with respect to the 20,521,166 Interests are currently exercisable at any time for an aggregate of 19,023,121 shares of Class B Common Stock (or, at CFLP's option, an aggregate of 19,023,121 shares of Class A Common Stock) at the current exchange ratio (which is 0.9270 shares per Interest (subject to adjustment) as of May 28, 2026). Consists of Interests held by CFLP. CF Group Management, Inc. ("CFGM") is the managing general partner of CFLP. Securities held by CFLP are included on this report because the reporting person is the Chairman and Chief Executive Officer of CFLP and CFGM 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 Exchange Act, be deemed a "director by deputization." The reporting person disclaims beneficial ownership of all securities held by CFLP 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.
Interests acquired 137,831 interests Newmark Holdings exchangeable limited partnership interests acquired on May 28, 2026
Underlying shares 127,769 shares Newmark Group common shares currently exchangeable from the 137,831 interests
Exchange ratio 0.9270 shares/interest Current exchange ratio as of May 28, 2026
Total interests held 20,521,166 interests Exchangeable limited partnership interests held by CFLP after the transaction
Total underlying shares 19,023,121 shares Newmark Group shares currently exchangeable from 20,521,166 interests
Redemption consideration $493,149 Aggregate consideration for 134,302 interests purchased via redemption of non-exchangeable founding partner units
Exchange consideration $15,060 Aggregate consideration for 3,529 interests from exchange of founding partner units
exchangeable limited partnership interests financial
"purchased from Newmark Holdings, L.P. an aggregate of 137,831 exchangeable limited partnership interests"
Rule 16b-3 regulatory
"in a transaction exempt pursuant to Rule 16b-3 under the Securities Exchange Act of 1934"
Rule 16b-3 is a Securities and Exchange Commission regulation that exempts certain routine, pre-approved transactions by company insiders from automatic liability for short-term trading profits. It acts like a safe harbor: if an insider follows a formal plan or the board approves specific transactions in advance, profits from buying and selling company stock within six months are not automatically reclaimed. Investors care because the rule clarifies when insider trades are permissible and reduces uncertainty about potential clawbacks.
Class B common stock financial
"for an aggregate of 127,769 shares of Newmark Group, Inc. Class B common stock"
A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.
Class A common stock financial
"or, at CFLP's option, an aggregate of 127,769 shares of Newmark Class A common stock"
Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.
Section 16 of the Exchange Act regulatory
"solely for purposes of Section 16 of the Exchange Act, be deemed a "director by deputization""
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
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*
Lutnick Brandon
(Last)(First)(Middle)
499 PARK AVENUE
(Street)
NEW YORK NEW YORK 10022
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
NEWMARK GROUP, INC. [ NMRK ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirectorX10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/28/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Newmark Holdings Exchangeable Limited Partnership Interests(2)05/28/2026A(1)137,831(3) (2) (2)Class A or Class B Common Stock, par value $0.01 per share(2)127,769(2)(3)20,521,166(4)ISee Footnote(5)
Explanation of Responses:
1. On May 28, 2026, Cantor Fitzgerald, L.P. ("CFLP") purchased from Newmark Holdings, L.P. ("Newmark Holdings") an aggregate of 137,831 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 137,831 Interests are currently exercisable at any time for an aggregate of 127,769 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 127,769 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 0.9270 shares per Interest (subject to adjustment) as of May 28, 2026). 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 134,302 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 134,302 non-exchangeable founding partner units for an aggregate consideration of $493,149, and 3,529 Interests purchased from Newmark Holdings pursuant to Section 8.08 of the Newmark Holdings Agreement for an aggregate consideration of $15,060 as a result of the exchange of 3,529 exchangeable founding partner units.
4. The exchange rights with respect to the 20,521,166 Interests are currently exercisable at any time for an aggregate of 19,023,121 shares of Class B Common Stock (or, at CFLP's option, an aggregate of 19,023,121 shares of Class A Common Stock) at the current exchange ratio (which is 0.9270 shares per Interest (subject to adjustment) as of May 28, 2026).
5. Consists of Interests held by CFLP. CF Group Management, Inc. ("CFGM") is the managing general partner of CFLP. Securities held by CFLP are included on this report because the reporting person is the Chairman and Chief Executive Officer of CFLP and CFGM 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 Exchange Act, be deemed a "director by deputization." The reporting person disclaims beneficial ownership of all securities held by CFLP 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, Chairman and Chief Executive Officer06/01/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Newmark Group (NMRK) report for Brandon Lutnick?

Newmark reported an indirect acquisition linked to Brandon Lutnick. Cantor Fitzgerald, L.P. acquired 137,831 Newmark Holdings exchangeable limited partnership interests, which are convertible into 127,769 Newmark Group common shares at a stated exchange ratio, reflecting additional potential equity exposure.

How many Newmark interests did the affiliated entity acquire in this Form 4 for NMRK?

Cantor Fitzgerald, L.P. acquired 137,831 exchangeable limited partnership interests in Newmark Holdings. These interests carry exchange rights into Newmark Group common stock, creating potential future issuances tied to this position under the partnership’s exchange mechanics described in the filing.

What is the share exchange ratio for Newmark Holdings interests in this NMRK filing?

Each Newmark Holdings exchangeable partnership interest is currently exchangeable into 0.9270 Newmark Group common shares. At this ratio, the 137,831 acquired interests are exchangeable into 127,769 shares, with the same 0.9270 ratio applying to the larger 20,521,166 interest position.

How many Newmark Group shares could the total interests convert into after this transaction?

After the transaction, 20,521,166 exchangeable partnership interests are held, currently exercisable into 19,023,121 Newmark Group shares. These can become either Class B or, at the holder’s option, Class A common stock, based on the filing’s described exchange rights.

Who actually holds the Newmark interests reported in Brandon Lutnick’s Form 4?

The interests are held by Cantor Fitzgerald, L.P., whose managing general partner is CF Group Management, Inc. The filing states Brandon Lutnick is Chairman and CEO of both entities and disclaims beneficial ownership of securities held by CFLP beyond any pecuniary interest he may have.

Was the Newmark (NMRK) insider acquisition exempt from short-swing profit rules?

The acquisition was described as exempt under Rule 16b-3 of the Exchange Act. That rule allows certain insider transactions, such as those approved under specific board or plan conditions, to be exempt from Section 16 short-swing profit recovery provisions.