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Newmark (NASDAQ: NMRK) CEO sells shares to company, corrects 300K-share reporting error

(Very High)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Newmark Group, Inc. entered into a transaction in which the company repurchased 3,571,183 shares of its Class A Common Stock that were beneficially owned by Chief Executive Officer Barry M. Gosin. The shares were sold at $15.13 per share, equal to the closing market price on August 17, 2026, under the company’s stock buyback authorization and with approval from the Audit and Compensation Committees. Following this disposition to the issuer, Mr. Gosin directly holds 328,812 shares, a figure that also corrects prior Forms 4 by adding 300,000 shares previously omitted due to an administrative error.

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Insider Gosin Barry M
Role Chief Executive Officer
Type Security Shares Price Value
Disposition Class A Common Stock, par value $0.01 per share F1, F2 3,571,183 $15.13 $54.03M
Holdings After Transaction: Class A Common Stock, par value $0.01 per share — 328,812 shares (Direct)
Footnotes (2)
  1. F1. On August 17, 2026, Newmark Group, Inc. (the "Company") repurchased an aggregate of 3,571,183 shares of its Class A common stock, par value $0.01 per share ("Class A Common Stock") beneficially owned by the reporting person. The sale price per share was the closing price per share of a share of the Class A Common Stock on the Nasdaq Global Select Market on August 17, 2026. The transaction was approved by the Audit Committee and Compensation Committee of the Company pursuant to the Company's stock buyback authorization and is exempt pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended.
  2. F2. Includes 300,000 shares held by the reporting person that were inadvertently omitted from the amount of securities beneficially owned due to an administrative error on the Forms 4 filed on December 31, 2025 and July 30, 2026. Mr. Gosin's holdings as reported on this Form 4 do not include the additional non-exchangeable partnership units issued to him under his employment agreements that have not been granted exchange rights.
Shares disposed to issuer 3,571,183 shares Class A Common Stock repurchased by Newmark Group, Inc. from Barry M. Gosin on August 17, 2026
Sale price per share $15.13 per share Equal to the closing price on the Nasdaq Global Select Market on August 17, 2026
Shares held after transaction 328,812 shares Direct Class A Common Stock holdings of Barry M. Gosin following the disposition
Previously omitted shares now included 300,000 shares Shares inadvertently omitted from Forms 4 filed on December 31, 2025 and July 30, 2026
Disposition to issuer financial
"transaction_action is described as "issuer disposition" and "Disposition to issuer""
Rule 16b-3 regulatory
"the transaction "is exempt pursuant to Rule 16b-3 under the Securities Exchange Act""
Rule 16b-3 is a Securities and Exchange Commission regulation that exempts certain routine, pre-approved transactions by company insiders from automatic liability for short-term trading profits. It acts like a safe harbor: if an insider follows a formal plan or the board approves specific transactions in advance, profits from buying and selling company stock within six months are not automatically reclaimed. Investors care because the rule clarifies when insider trades are permissible and reduces uncertainty about potential clawbacks.
beneficially owned financial
"the Company repurchased shares "beneficially owned by the reporting person""
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
stock buyback authorization financial
"approved "pursuant to the Company's stock buyback authorization""
A stock buyback authorization is formal approval from a company’s board to repurchase its own shares from the market up to a specified amount. It matters to investors because buying back shares reduces the number of shares outstanding, which can raise each remaining share’s claim on profits and often signals management believes the stock is undervalued; like a bakery pulling some vouchers out of circulation to increase the value of the rest, it can boost per-share results but also uses company cash.

FAQ

What transaction did NMRK CEO Barry M. Gosin report on this Form 4?

Barry M. Gosin reported a disposition to Newmark Group, Inc. of 3,571,183 shares of Class A Common Stock. The company repurchased the shares under its stock buyback authorization, with board committee approval and treatment as a Rule 16b-3 exempt transaction.

At what price were Barry Gosin’s NMRK shares repurchased on August 17, 2026?

The repurchased shares were sold at $15.13 per share, matching the closing price of Newmark’s Class A Common Stock on August 17, 2026. The footnote states the sale price was the closing market price on the Nasdaq Global Select Market that day.

How many NMRK shares does Barry Gosin hold after this reported transaction?

After the transaction, Barry Gosin directly holds 328,812 shares of Newmark Class A Common Stock. This figure includes 300,000 shares that had been inadvertently omitted from his beneficial ownership totals on prior Forms 4 due to an administrative error.

Was the NMRK CEO share repurchase approved under a specific company authorization?

Yes. The repurchase of 3,571,183 shares from Barry Gosin was approved by Newmark’s Audit Committee and Compensation Committee. It was executed pursuant to the company’s stock buyback authorization and structured to be exempt under Rule 16b-3 of the Exchange Act.

Does this NMRK Form 4 mention any correction to Barry Gosin’s previously reported holdings?

Yes. A footnote explains that 300,000 shares held by Barry Gosin were inadvertently omitted from Forms 4 filed on December 31, 2025 and July 30, 2026. The current Form 4’s reported 328,812 shares corrects that administrative error.

Are all of Barry Gosin’s NMRK partnership units included in his reported holdings?

No. The filing states that Mr. Gosin’s reported holdings do not include additional non-exchangeable partnership units issued under his employment agreements. These units have not been granted exchange rights and are therefore excluded from this Form 4’s beneficial ownership figure.

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SEC Form 4
FORM 4UNITED 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*
Gosin Barry M

(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Executive Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/17/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Class A Common Stock, par value $0.01 per share08/17/2026D3,571,183(1)D$15.13(1)328,812(2)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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. On August 17, 2026, Newmark Group, Inc. (the "Company") repurchased an aggregate of 3,571,183 shares of its Class A common stock, par value $0.01 per share ("Class A Common Stock") beneficially owned by the reporting person. The sale price per share was the closing price per share of a share of the Class A Common Stock on the Nasdaq Global Select Market on August 17, 2026. The transaction was approved by the Audit Committee and Compensation Committee of the Company pursuant to the Company's stock buyback authorization and is exempt pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended.
2. Includes 300,000 shares held by the reporting person that were inadvertently omitted from the amount of securities beneficially owned due to an administrative error on the Forms 4 filed on December 31, 2025 and July 30, 2026. Mr. Gosin's holdings as reported on this Form 4 do not include the additional non-exchangeable partnership units issued to him under his employment agreements that have not been granted exchange rights.
/s/ Barry M. Gosin08/17/2026
** Signature of Reporting PersonDate
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)