NMRK insider transfers cut indirect stake; $13,096,795.70 in entity sales

Rhea-AI Filing Summary

Howard W. Lutnick, a director and 10% owner of Newmark Group, Inc. (NMRK), reported multiple transactions effective 10/06/2025 that materially changed his indirect holdings. He sold voting shares of CF Group Management, Inc. (the managing general partner of Cantor Fitzgerald, L.P.) for an aggregate price of $200,000, removing indirect ownership of 20,932,207 Class B shares and related exchangeable interests. Concurrently, equity interests in KBCR and Tangible Benefits were sold for $13,096,795.70, removing a combined 2,109,370 Class A shares previously held through those entities. The company repurchased 129,859 Class A shares originating from retirement accounts at $11.58 per share and an additional 4,400 shares held by the reporting person's spouse at $11.04 per share, both under the existing repurchase authorization. After these transactions the reporting person disclaims beneficial ownership of the sold interests except for any pecuniary interest.

Positive

• Repurchase completed: Company repurchased 129,859 Class A shares at $11.58 under existing authorization
• Additional repurchase: Company repurchased 4,400 spouse-held Class A shares at $11.04, approved by the Audit Committee
• Clear disclosure: Transactions were documented with footnotes explaining conversion/exchange mechanics and committee approvals

Negative

• Major reduction in indirect voting stake: Reporting person no longer beneficially owned 20,932,207 Class B shares following the $200,000 sale of CFGM voting shares
• Large transfers of Class A stock: Approximately 2,109,370 Class A shares were removed from reporting person’s indirect holdings via KBCR and Tangible Benefits sales for $13,096,795.70

Insights

Corporate Governance Expert

Large intra-family transfers and repurchases reshape indirect control and outstanding share counts.

The trustee-led sale of voting interests in CFGM for $200,000 and the sale of KBCR and Tangible Benefits equity for $13,096,795.70 removed significant indirect holdings: over 20.9M Class B shares and approximately 2.1M Class A shares were divested on 10/06/2025.

These transactions shift voting alignment without confirmed change to direct ownership; the report explicitly disclaims beneficial ownership beyond pecuniary interest. The concurrent share repurchases of 129,859 and 4,400 Class A shares at $11.58 and $11.04 respectively slightly reduce public float and were executed under an existing repurchase authorization approved by the Audit Committee.

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

OMB APPROVAL

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X

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 HOWARD W

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
10/06/2025

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
Class B Common Stock, par value $0.01 per share	10/06/2025		S		21,285,533	D	(1)	0	I	See Footnotes(6)(8)
Class A Common Stock, par value $0.01 per share	10/06/2025		S		1,025,612	D	(1)	2,243,629	I	See Footnote(8)
Class A Common Stock, par value $0.01 per share	10/06/2025		S		2,109,370	D	(2)	134,259	I	See Footnote(8)
Class A Common Stock, par value $0.01 per share	10/06/2025		D		129,859	D	$11.58(3)(4)	4,400	I	See Footnotes(3)(4)
Class A Common Stock, par value $0.01 per share	10/06/2025		D		4,400	D	$11.04(5)	0(5)	I	See Footnote(8)

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	(7)	10/06/2025		S(1)			19,787,703(1)	(7)	(7)	Class A or Class B Common Stock, par value $0.01 per share	18,349,137(7)	(1)	0	I	See Footnotes(7)(8)

Explanation of Responses:

1. On October 6, 2025, the reporting person, in his capacity as trustee of a trust, closed the sale to trusts controlled by Brandon G. Lutnick of all of the voting shares of CF Group Management, Inc. ("CFGM"), which is the Managing General Partner of Cantor Fitzgerald, L.P. ("CFLP"). Following the close of the transaction, the reporting person no longer has beneficial ownership of the (i) 20,932,207 shares of Class B Common Stock, par value $0.01 per share ("Class B Common Stock") of Newmark Group, Inc. (the "Company") held by CFLP, (ii) 353,326 shares of Class B Common Stock held by CFGM, (iii) 1,025,612 shares of Class A Common Stock, par value $0.01 per share ("Class A Common Stock") of the Company held by CFGM, or (iv) 19,787,703 exchangeable limited partnership interests ("Interests") in Newmark Holdings, L.P. ("Newmark Holdings") held by CFLP. The aggregate sale price of the voting shares of CFGM was $200,000.

2. On October 6, 2025, the reporting person, in his capacity as trustee of a trust, in a transaction effective concurrently with the transaction described in footnote (1), closed the sale to certain other trusts controlled by Brandon G. Lutnick of all of the outstanding equity interests in KBCR Management Partners, LLC ("KBCR") and Tangible Benefits, LLC ("Tangible Benefits"). Following the close of the transaction, the reporting person no longer has beneficial ownership of the 1,362,415 shares of Class A Common Stock held by KBCR and the 746,955 shares of Class A Common Stock held by Tangible Benefits. The aggregate sale price of the equity interests of KBCR and Tangible Benefits was $13,096,795.70.

3. On October 6, 2025, in a transaction effective immediately after the transaction described in footnote (1), the Company repurchased an aggregate of 129,859 shares of Class A Common Stock beneficially owned by the reporting person and originating from retirement accounts, including certain shares held by his spouse in transactions exempt pursuant to Rule 16b-3 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), consisting of (i) 112,405 shares held in a Keogh retirement account, (ii) 13,268 shares held in other retirement accounts, and (iii) 4,186 shares held in retirement accounts for the reporting person's spouse. The price per share for the sale was $11.58, which is equal to the closing price of the Company's Class A Common Stock on the Nasdaq Global Select Market on May 16, 2025, reduced by $0.06 per share,

4. (Continued from Footnote 3) which is equal to the amount of the after-tax portion of the (i) dividends declared on such shares of Class A Common Stock but unpaid and with record dates between May 16, 2025 and the transaction date that are payable to Howard W. Lutnick and his spouse, as applicable, and (ii) dividends paid on such shares of Class A Common Stock to the reporting person and his spouse, as applicable, between May 16, 2025 and the transaction date. The transactions were approved by the Audit Committee of the Company and were made pursuant to the Company's existing stock repurchase authorization.

5. On October 6, 2025, effective immediately after the transaction described in footnote (1), the Company repurchased 4,400 shares of Class A Common Stock held by the reporting person's spouse in a transaction exempt pursuant to Rule 16b-3 of the Exchange Act. The price per share for the sale was $11.04, which was the closing price of the Company's Class A Common Stock on the Nasdaq Global Select Market on May 29, 2025, reduced by $0.048 per share, which is the amount of the after-tax portion of the (i) dividends declared on such shares of Class A Common Stock but unpaid and with record dates between May 29, 2025 and the transaction date payable to the reporting person's spouse, and (ii) dividends on such shares of Class A Common Stock paid to the reporting person's spouse between May 29, 2025 and the transaction date. The transaction was approved by the Audit Committee of the Company and was made pursuant to the Company's existing stock repurchase authorization.

6. 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.

7. Consists of Interests 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.

8. CFGM is the Managing General Partner of CFLP and KBCR is a non-managing General Partner of CFLP. The reporting person was the sole voting member of KBCR and Tangible Benefits, through trusts, prior to the transactions described in footnote (2). The reporting person disclaims beneficial ownership of all securities held by CFLP, CFGM, KBCR, and Tangible Benefits in excess of his pecuniary interest, if any, and this report shall not be deemed an admission that he was the beneficial owner of, or had pecuniary interest in, any such excess securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

	/s/ Howard W. 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.
* 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.
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FAQ

What did Howard W. Lutnick report on Form 4 for NMRK?

The report discloses trustee-led sales on 10/06/2025 that removed indirect ownership of 20,932,207 Class B shares and about 2.1M Class A shares, plus company repurchases of 129,859 and 4,400 Class A shares.

How much were the CFGM voting shares sold for in the filing?

The aggregate sale price for the voting shares of CF Group Management, Inc. was $200,000.

What were the proceeds from the sales of KBCR and Tangible Benefits interests?

The aggregate sale price for the equity interests of KBCR and Tangible Benefits was $13,096,795.70.

How many shares did Newmark repurchase and at what prices?

Newmark repurchased 129,859 Class A shares at $11.58 and an additional 4,400 shares at $11.04.

Are the Class B shares convertible to Class A shares?

Yes, the Class B shares are convertible at any time on a one-for-one basis (subject to adjustment), per the filing.