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

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

Rhea-AI Filing Summary

NEWMARK GROUP, INC. reported an insider transaction involving entities affiliated with Cantor Fitzgerald. On May 28, 2026, Cantor Fitzgerald, L.P. acquired 137,831 Newmark Holdings exchangeable limited partnership interests from Newmark Holdings, L.P. in a transaction exempt under Rule 16b‑3.

These 137,831 interests are currently exchangeable into 127,769 shares of Newmark Class B common stock, or at Cantor Fitzgerald, L.P.’s option, the same number of Class A shares, at an exchange ratio of 0.9270 shares per interest. Following this grant, Cantor Fitzgerald, L.P. holds 20,521,166 such interests, which are exchangeable into 19,023,121 Newmark common shares. CF Group Management, Inc., the reporting person, is the managing general partner of Cantor Fitzgerald, L.P. and disclaims beneficial ownership beyond its pecuniary interest.

Positive

  • None.

Negative

  • None.

Insights

Transaction expands Cantor Fitzgerald’s exchangeable stake in Newmark without open-market trading.

The filing shows Cantor Fitzgerald, L.P. acquiring 137,831 Newmark Holdings exchangeable limited partnership interests from Newmark Holdings itself under Rule 16b‑3. This is a structured, intragroup transaction under the partnership agreement, not an open‑market buy or sale of Newmark shares.

The interests are currently exchangeable into 127,769 Newmark common shares at a 0.9270 exchange ratio, bringing Cantor Fitzgerald, L.P.’s total to 20,521,166 interests, exchangeable into 19,023,121 shares. CF Group Management, Inc. disclaims beneficial ownership beyond its pecuniary interest, underscoring that these holdings sit primarily at the partnership level.

Insider CF GROUP MANAGEMENT INC
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. 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.
Interests acquired 137,831 interests Exchangeable limited partnership interests acquired May 28, 2026
Underlying shares for new interests 127,769 shares Newmark common shares currently exchangeable from acquired interests
Exchange ratio 0.9270 shares/interest Current ratio as of May 28, 2026
Total interests held 20,521,166 interests Cantor Fitzgerald, L.P. holdings after transaction
Total underlying shares 19,023,121 shares Newmark common shares exchangeable from total interests
Consideration for 134,302 interests $493,149 Aggregate consideration for 134,302 interests from redemption of non-exchangeable units
Consideration for 3,529 interests $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 in Newmark Holdings"
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.
pecuniary interest financial
"CFGM disclaims beneficial ownership of all such securities in excess of its pecuniary interest"
Section 16 regulatory
"for purposes of Section 16 of the Exchange Act or for any other purpose"
Section 16 is a U.S. securities law rule that governs the trading and disclosure obligations of company insiders — typically officers, directors and large shareholders — to promote transparency and deter unfair profit-taking. It requires insiders to publicly report their stock trades and allows companies or the issuer to reclaim quick, short-term profits from certain insider trades, like a scoreboard and a refund policy that help investors see and limit possible insider advantage.
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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*
CF GROUP MANAGEMENT INC
(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)
Director10% Owner
Officer (give title below)XOther (specify below)
Managing General Partner CFLP
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. 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 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 CF Group Management report for NEWMARK GROUP (NMRK)?

CF Group Management reported that Cantor Fitzgerald, L.P. acquired 137,831 Newmark Holdings exchangeable limited partnership interests from Newmark Holdings. The transaction was exempt under Rule 16b-3 and did not involve open-market buying or selling of Newmark Group common stock.

How many Newmark shares are tied to the 137,831 interests acquired in the NMRK Form 4?

The 137,831 exchangeable limited partnership interests are currently exchangeable into 127,769 Newmark shares. They can become either Class B common stock or, at Cantor Fitzgerald, L.P.’s option, the same number of Class A shares at the stated exchange ratio.

What is Cantor Fitzgerald, L.P.’s total exchangeable position in Newmark after this Form 4?

After this transaction, Cantor Fitzgerald, L.P. holds 20,521,166 Newmark Holdings exchangeable limited partnership interests. These interests are currently exchangeable into 19,023,121 shares of Newmark common stock, based on the 0.9270 shares-per-interest exchange ratio disclosed as of May 28, 2026.

What exchange ratio applies to Newmark’s exchangeable limited partnership interests in this filing?

Each exchangeable limited partnership interest is currently exchangeable into 0.9270 Newmark shares. For the 137,831 interests acquired, that equals 127,769 shares. The filing notes this ratio is subject to adjustment under the Newmark Holdings partnership agreement as of May 28, 2026.

Does CF Group Management directly own the Newmark interests reported in this Form 4?

The interests are held by Cantor Fitzgerald, L.P., and CF Group Management, Inc. is its managing general partner. CF Group Management disclaims beneficial ownership of securities exceeding its pecuniary interest, meaning most of the economic exposure resides at the partnership level.