Newmark (NMRK) CFO RSUs vest as shares withheld for tax payment

Rhea-AI Filing Summary

NEWMARK GROUP, INC. Chief Financial Officer Michael J. Rispoli reported a routine tax-related share withholding tied to restricted stock unit vesting. On March 15, 2026, 64,292 RSUs vested into Class A Common Stock. The company withheld 32,824 shares to cover taxes and issued 31,468 shares to him.

Following this vesting and withholding, Rispoli directly owns 697,217 shares of Class A Common Stock, including RSUs granted under his 2022 employment agreement and 118,672 shares held outright. The transaction reflects compensation and tax settlement rather than an open-market sale.

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^*

Rispoli Michael J.

(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 Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/15/2026

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 A Common Stock, par value $0.01 per share	03/15/2026		F(1)		32,824	D	$14.19	697,217(2)(3)(4)	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. On March 15, 2026, pursuant to the vesting schedule of the restricted stock units ("RSUs") granted under the reporting person's employment agreement (the "2022 Employment Agreement"), which each represent a contingent right to receive one share of Class A Common Stock, par value $0.01 per share ("Class A Common Stock") of Newmark Group, Inc. (the "Company"), 64,292 RSUs became vested and issuable as shares of Class A Common Stock to the reporting person. The reported transaction involved the withholding by the Company of 32,824 shares of Class A Common Stock for taxes. The remaining 31,468 shares of Class A Common Stock were issued to the reporting person.

2. Consists of 371,415 shares of Class A Common Stock of the Company represented by RSUs granted in connection with the 2022 Employment Agreement, divided into five tranches of 100,000 RSUs each that vest in 1/7 increments on a seven-year schedule, one of which vests on October 1 of each year commencing October 1, 2023, and the remaining four of which vest on March 15 of each year commencing on each of March 15, 2024, 2025, 2026, and 2027.

3. Also consists of 207,130 shares of Class A Common Stock of the Company represented by RSUs granted in connection with the 2022 Employment Agreement, divided into five tranches of 50,000 RSUs each that vest in 1/7 increments on March 15 of each year commencing on each of March 15, 2024, 2025, 2026, 2027 and 2028.

4. Also consists of 118,672 shares of Class A Common Stock of the Company held directly after the vesting and withholding described in Footnote 1.

	/s/ Michael J. Rispoli	03/16/2026
	** 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).
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FAQ

What did Newmark (NMRK) CFO Michael Rispoli report in this Form 4?

Newmark CFO Michael Rispoli reported a tax-related share withholding linked to restricted stock unit vesting. 64,292 RSUs vested, with 32,824 shares withheld for taxes and 31,468 shares of Class A Common Stock issued directly to him as compensation.

How many Newmark (NMRK) RSUs vested for the CFO in this transaction?

A total of 64,292 restricted stock units vested for the CFO in this transaction. Each RSU represents one share of Newmark Class A Common Stock, granted under his 2022 employment agreement pursuant to a defined multi-year vesting schedule.

Were Newmark (NMRK) shares sold on the open market in this Form 4?

No open-market sale was reported. The Form 4 shows 32,824 shares of Class A Common Stock withheld by the company to satisfy tax obligations arising from RSU vesting, which is a standard compensation-related mechanism rather than a discretionary market sale.

How many Newmark (NMRK) shares did the CFO receive after tax withholding?

After the company withheld 32,824 shares for taxes, the CFO received 31,468 shares of Class A Common Stock. These shares came from the 64,292 RSUs that vested pursuant to his 2022 employment agreement’s vesting schedule.

What is Michael Rispoli’s Newmark (NMRK) share position after the transaction?

After the transaction, Michael Rispoli directly owns 697,217 shares of Newmark Class A Common Stock. This total includes RSUs granted under his 2022 employment agreement and 118,672 shares held outright following the vesting and withholding described.

What ongoing RSU grants does the Newmark (NMRK) CFO have under his 2022 agreement?

The CFO holds 371,415 RSU-based shares divided into five 100,000-unit tranches vesting on a seven-year schedule, plus 207,130 RSU-based shares in five 50,000-unit tranches. These RSUs vest annually on specified October 1 and March 15 dates through 2028 and 2027.