NMRK Form 4: Cantor Fitzgerald buys 595,632 Newmark interests

Rhea-AI Filing Summary

Newmark Group, Inc. insider activity centers on derivative equity interests. On November 18, 2025, Cantor Fitzgerald, L.P. purchased 595,632 exchangeable limited partnership interests in Newmark Holdings, L.P. in a transaction exempt under Rule 16b-3. These interests are currently exchangeable into 551,436 shares of Newmark Class B common stock, or at Cantor Fitzgerald’s option 324,321 shares of Class A common stock, based on a 0.9258 exchange ratio as of that date. The filing also notes existing rights on 20,383,335 interests, which are exchangeable into 18,870,892 shares of Newmark common stock. The reporting person is a director and 10% owner and reports indirect beneficial ownership through Cantor Fitzgerald, L.P.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Lutnick Brandon

Role Director, 10% Owner

Type	Security	Shares	Price	Value
Grant/Award	Newmark Holdings Exchangeable Limited Partnership Interests	595,632	$0.00	--

Holdings After Transaction: Newmark Holdings Exchangeable Limited Partnership Interests — 20,383,335 shares (Indirect, See Footnote)

Footnotes (1)

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"). 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. 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. 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 current exchange ratio (which is 0.9258 shares per Interest (subject to adjustment) as of November 18, 2025). 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.

Form 4 Insider Transactions: What Each Field Means →

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

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 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)
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 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. 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	11/19/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did NEWMARK GROUP, INC. (NMRK) report on this Form 4?

The filing reports that on November 18, 2025, Cantor Fitzgerald, L.P. purchased 595,632 exchangeable limited partnership interests in Newmark Holdings, L.P. in a transaction exempt under Rule 16b-3.

How many Newmark Group (NMRK) shares can the 595,632 interests be exchanged into?

The 595,632 interests are currently exchangeable into 551,436 shares of Class B common stock or, at Cantor Fitzgerald’s option, 324,321 shares of Class A common stock, using a 0.9258 shares per interest exchange ratio as of November 18, 2025.

What other derivative interests tied to Newmark Group (NMRK) are disclosed?

The filing states that exchange rights with respect to 20,383,335 interests are exercisable for an aggregate of 18,870,892 shares of Newmark Class B or Class A common stock at the same 0.9258 exchange ratio as of November 18, 2025.

How were the 595,632 interests in Newmark Holdings obtained?

The 595,632 interests include 524,108 interests acquired upon redemption of non-exchangeable founding partner units for $1,909,908, and 71,254 interests acquired for $302,750 through an exchange of exchangeable founding partner units, all under the Newmark Holdings partnership agreement.

What is the reporting person’s relationship to Newmark Group (NMRK)?

The reporting person is identified as both a Director and a 10% Owner of Newmark Group, Inc., with indirect beneficial ownership through Cantor Fitzgerald, L.P. and related entities.

Is the reporting person deemed to own all securities held by Cantor Fitzgerald, L.P.?

The filing explains that securities held by Cantor Fitzgerald, L.P. are reported because the reporting person controls related entities, but he disclaims beneficial ownership of any securities held by Cantor Fitzgerald, L.P. in excess of his pecuniary interest.

Are the exchange rights on the Newmark interests currently exercisable?

Yes. The exchange rights on both the 595,632 interests and the 20,383,335 interests are described as currently exercisable at any time, based on the stated exchange ratio as of November 18, 2025.