Newmark director granted 3,524 RSUs of Class A

Director Virginia S. Bauer received a new 3,524-RSU equity award in Newmark Group, Inc., increasing her combined RSUs and directly held Class A shares to 64,162.

Rhea-AI Filing Summary

NEWMARK GROUP, INC. (symbol: NMRK) is the issuer of record for a Form 4 filing submitted to the SEC. Bauer Virginia S reported acquisition or exercise transactions in this Form 4 filing.

Newmark Group, Inc. (NMRK) reported that director Virginia S. Bauer received a grant of 3,524 restricted stock units (RSUs), each representing one share of Class A Common Stock. 1,762 RSUs are scheduled to vest on September 16, 2027 and 1,762 RSUs on September 16, 2028, contingent on her continued Board service. After this award and including prior RSU grants and directly held shares, she now holds 64,162 Class A-related shares and RSUs in total.

Insider Trade Summary

Grant/Award: 3,524 shares

Grant/Award 1 txn

Insider Bauer Virginia S

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock, par value $0.01 per share F1, F2, F3	3,524	$0.00	$0.00

Holdings After Transaction: Class A Common Stock, par value $0.01 per share — 64,162 shares (Direct)

Footnotes (3)

1. F1. The 3,524 shares of Class A Common Stock, par value $0.01 per share (the "Class A Common Stock"), of Newmark Group, Inc. (the "Issuer"), are represented by 3,524 restricted stock units ("RSUs") granted under the Amended and Restated Newmark Group, Inc. Long Term Incentive Plan. Each RSU represents a contingent right to receive one share of Class A Common Stock. Of the 3,524 RSUs, (i) 1,762 RSUs will vest on September 16, 2027, and (ii) 1,762 RSUs will vest on September 16, 2028, in each case provided that the reporting person continues to serve as a member of the Board of Directors of the Issuer on such dates.
2. F2. Also includes 1,678 RSUs granted on October 17, 2024 which will vest on October 17, 2026, and 2,856 RSUs granted on December 30, 2025, of which 1,428 RSUs will vest on December 30, 2026, and 1,428 RSUs will vest December 30, 2027, provided that the reporting person continues to serve as a member of the Board of Directors of the Issuer on such date.
3. F3. Also includes 56,104 shares of Class A Common Stock held directly.

Key Figures

RSUs granted: 3,524 RSUs RSUs vesting September 16, 2027: 1,762 RSUs RSUs vesting September 16, 2028: 1,762 RSUs +4 more

7 metrics

RSUs granted 3,524 RSUs Equity award to director on September 16, 2026

RSUs vesting September 16, 2027 1,762 RSUs Portion of 3,524-RSU grant contingent on continued Board service

RSUs vesting September 16, 2028 1,762 RSUs Remaining portion of 3,524-RSU grant contingent on continued Board service

Prior RSUs vesting October 17, 2026 1,678 RSUs Granted October 17, 2024

RSUs from 2025 grant 2,856 RSUs Granted December 30, 2025, vesting in two equal tranches 2026 and 2027

Directly held Class A shares 56,104 shares Class A Common Stock held directly by Bauer

Total shares and RSUs after grant 64,162 units All directly held Class A shares plus outstanding RSUs

Key Terms

restricted stock units, Long Term Incentive Plan, Class A Common Stock

3 terms

restricted stock units financial

"are represented by 3,524 restricted stock units ("RSUs") granted under"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Long Term Incentive Plan financial

"granted under the Amended and Restated Newmark Group, Inc. Long Term Incentive Plan"

A long term incentive plan is a company program that awards executives and key employees bonuses—often in stock, options, or cash—only if the business meets multi-year performance goals. It links management pay to company results—like tying a coach’s bonus to a team’s multi-season record—so investors monitor it for how leaders are motivated, potential share dilution, and signals about the company’s long-term priorities.

Class A Common Stock financial

"Each RSU represents a contingent right to receive one share of 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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Newmark Group (NMRK) report for Virginia S. Bauer?

Newmark Group reported that director Virginia S. Bauer received a grant of 3,524 restricted stock units (RSUs) of Class A Common Stock on September 16, 2026 as an equity award under the company’s Long Term Incentive Plan.

How many Newmark Group (NMRK) RSUs were granted and when do they vest?

Bauer was granted 3,524 RSUs. Of these, 1,762 RSUs are scheduled to vest on September 16, 2027 and 1,762 RSUs on September 16, 2028, in each case conditioned on her continued service on the Board of Directors.

What is Virginia S. Bauer’s total Newmark Group (NMRK) equity exposure after this Form 4?

After this grant, Bauer’s holdings total 64,162 Class A-related shares and RSUs, including the new 3,524 RSUs, prior RSU grants of 1,678 and 2,856, and 56,104 shares of Class A Common Stock held directly.

What prior RSU awards in NMRK does Virginia S. Bauer have outstanding?

Bauer also holds 1,678 RSUs granted on October 17, 2024 that vest on October 17, 2026, and 2,856 RSUs granted on December 30, 2025, of which 1,428 vest on December 30, 2026 and 1,428 on December 30, 2027, subject to continued Board service.

How many Newmark Group (NMRK) shares does Virginia S. Bauer hold directly?

Bauer directly holds 56,104 shares of Newmark Group Class A Common Stock. In addition, she holds multiple RSU grants that, upon vesting, each convert into one share of Class A Common Stock.

Was the Newmark Group (NMRK) RSU grant to Virginia S. Bauer under a Rule 10b5-1 plan?

No. The filing’s Rule 10b5-1 checkbox is not affirmed, and there is no footnote stating that this 3,524-RSU grant to Virginia S. Bauer was made under a Rule 10b5-1 or similar pre-arranged trading plan.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/17/2026 - 04:09 PM Accepted by SEC EDGAR 09/17/2026 - 04:08 PM Learn about SEC filing dates

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^*

Bauer Virginia S

(Last) (First) (Middle)

C/O NEWMARK GROUP, INC.

125 PARK AVENUE

(Street)

NEW YORK NEW YORK 10017

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/16/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock, par value $0.01 per share	09/16/2026		A		3,524(1)	A	$0	64,162(2)(3)	D

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

Explanation of Responses:

1. The 3,524 shares of Class A Common Stock, par value $0.01 per share (the "Class A Common Stock"), of Newmark Group, Inc. (the "Issuer"), are represented by 3,524 restricted stock units ("RSUs") granted under the Amended and Restated Newmark Group, Inc. Long Term Incentive Plan. Each RSU represents a contingent right to receive one share of Class A Common Stock. Of the 3,524 RSUs, (i) 1,762 RSUs will vest on September 16, 2027, and (ii) 1,762 RSUs will vest on September 16, 2028, in each case provided that the reporting person continues to serve as a member of the Board of Directors of the Issuer on such dates.

2. Also includes 1,678 RSUs granted on October 17, 2024 which will vest on October 17, 2026, and 2,856 RSUs granted on December 30, 2025, of which 1,428 RSUs will vest on December 30, 2026, and 1,428 RSUs will vest December 30, 2027, provided that the reporting person continues to serve as a member of the Board of Directors of the Issuer on such date.

3. Also includes 56,104 shares of Class A Common Stock held directly.

	/s/ Virginia S. Bauer	09/17/2026
	** 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.
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)