[Form 4] NEWMARK GROUP, INC. Insider Trading Activity

Rhea-AI Filing Summary

Newmark Group, Inc. (NMRK)May 2, 2025, the company granted the reporting person 1,219 exchange rights tied to 1,219 previously awarded Newmark Holdings, L.P. units that had been non-exchangeable. On July 28, 2025, the company granted a further 1,220 exchange rights on previously awarded Newmark Holdings units under the same framework. These exchange rights are exercisable at any time for shares of Newmark Class A common stock at the then-current exchange ratio, which was 0.9248 as of November 17, 2025, and is subject to adjustment. Following the transactions, the reporting person held 6,603 and then 7,731 Newmark Holdings exchangeable limited partnership interests directly. Both grants were made under a monetization schedule approved before the reporting person became an executive officer and were disclosed late due to an inadvertent administrative delay.

11/17/2025 - 04:02 PM

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^*

ALVARADO LUIS

(Last) (First) (Middle)

C/O NEWMARK GROUP, INC.

125 PARK AVENUE

(Street)

NEW YORK NY 10017

(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
X	Officer (give title below)		Other (specify below)
	Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
05/02/2025

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	(3)	05/02/2025		A(1)		1,219(1)		(3)	(3)	Class A common stock, par value $0.01 per share	1,128(3)	(3)	6,603	D
Newmark Holdings Exchangeable Limited Partnership Interests	(3)	07/28/2025		A(2)		1,220(2)		(3)	(3)	Class A common stock, par value $0.01 per share	1,128(3)	(3)	7,731	D

Explanation of Responses:

1. On May 2, 2025, Newmark Group, Inc. (the "Company") granted the reporting person 1,219 exchange rights with respect to 1,219 previously awarded units of Newmark Holdings, L.P. ("Newmark Holdings") that were previously non-exchangeable. The grant of exchange rights was made in accordance with a monetization schedule approved before the reporting person became an executive officer of the Company and is being reported late due to an inadvertent administrative delay.

2. On July 28, 2025, the Company granted the reporting person 1,220 exchange rights with respect to 1,220 previously awarded units of Newmark Holdings that were previously non-exchangeable. The grant of exchange rights was made in accordance with a monetization schedule approved before the reporting person became an executive officer of the Company and is being reported late due to an inadvertent administrative delay.

3. The exchange rights are exerciseable at any time for shares of Class A common stock, par value $0.01 per share, of the Company, at the then-current exchange ratio (which was 0.9248 as of November 17, 2025), which is subject to adjustment.

	/s/ Luis Alvarado	11/17/2025
	** Signature of Reporting Person	Date
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).
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FAQ

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

The filing reports that Newmark Group granted its Chief Operating Officer 1,219 exchange rights on May 2, 2025 and 1,220 exchange rights on July 28, 2025. These rights relate to previously awarded units of Newmark Holdings, L.P. that were formerly non-exchangeable.

Who is the reporting person in the Newmark Group (NMRK) Form 4 and what is their role?

The reporting person is an officer of Newmark Group, Inc., serving as the Chief Operating Officer. The Form 4 is filed as a Form filed by one reporting person, reflecting their personal holdings and transactions.

How many derivative securities does the Newmark (NMRK) COO hold after these transactions?

After the May 2, 2025 transaction, the reporting person held 6,603 Newmark Holdings exchangeable limited partnership interests. After the July 28, 2025 transaction, this increased to 7,731 exchangeable limited partnership interests, held directly.

What do the exchange rights in Newmark Holdings units represent for NMRK shares?

The exchange rights are exercisable at any time for shares of Newmark Group Class A common stock. The exchange occurs at the then-current exchange ratio, which was 0.9248 as of November 17, 2025, and that ratio is subject to adjustment under the terms of the arrangement.

Why were the Newmark Group (NMRK) exchange rights reported late on this Form 4?

The filing states that both grants of exchange rights were reported late due to an inadvertent administrative delay. It also notes that the monetization schedule under which the grants were made was approved before the reporting person became an executive officer of Newmark Group, Inc.

What securities underlie the Newmark Holdings exchange rights reported in this Form 4?

Each block of exchange rights is linked to shares of Newmark Group Class A common stock, par value $0.01 per share. The number of underlying shares is determined by applying the applicable exchange ratio to the Newmark Holdings exchangeable limited partnership interests.