Newmark Group, Inc. (NMRK) insider gift and indirect share holdings details

Rhea-AI Filing Summary

Newmark Group, Inc. director and 10% owner Brandon G. Lutnick reported a gift of 145,181 shares of Class A common stock on December 12, 2025. According to the disclosure, these shares, previously reported as indirectly owned, became directly owned by him after a no‑consideration distribution from a family trust for the benefit of the descendants of the Lutnick family, and were then gifted to a charitable organization.

After this activity, the reporting person beneficially owns 3,335 Class A shares directly and 4,242,864 shares indirectly through entities and trusts, including CF Group Management, Inc., KBCR Management Partners, LLC, Tangible Benefits, LLC, LFA, LLC, and various Lutnick family trusts. He states that he disclaims beneficial ownership of securities held by these entities and trusts beyond any pecuniary interest.

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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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)
12/12/2025

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 A Common Stock, par value $0.01 per share	12/12/2025		G(1)		145,181(1)	D	$0	3,335	D
Class A Common Stock, par value $0.01 per share								4,242,864	I	See Footnotes(2)(3)(4)

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. Represents a gift of shares of Newmark Group, Inc. (the "Company") Class A common stock, par value $0.01 per share ("Class A Common Stock"), by the reporting person to a charitable organization. The gifted shares, which the reporting person previously reported as indirectly beneficially owned, became directly beneficially owned by the reporting person following the distribution, for no consideration, by a trust account for the benefit of the descendants of the Lutnick family, of 145,181 shares of Class A Common Stock to the reporting person on December 12, 2025.

2. Consists of 4,242,864 shares of Class A Common Stock beneficially owned indirectly after the distribution described in footnote (1), consisting of (i) 1,025,612 shares of Class A Common Stock held by CF Group Management, Inc. ("CFGM"), (ii) 1,362,415 shares of Class A Common Stock held by KBCR Management Partners, LLC ("KBCR"), (iii) 746,955 shares of Class A Common Stock held by Tangible Benefits, LLC ("Tangible Benefits"), (iv) 99,146 shares of Class A Common Stock held by LFA, LLC ("LFA"), (v) 762,622 shares of Class A Common Stock held by various trust accounts for the benefit of the descendants of the Lutnick family, and (vi) 246,114 shares of Class A Common Stock held by various other trust accounts for the benefit of the Lutnick family.

3. CFGM is the Managing General Partner of Cantor Fitzgerald, L.P. ("CFLP") and KBCR is a non-managing General Partner of CFLP. Securities held by CFGM are included on this report because the reporting person is the Chairman and Chief Executive Officer of CFGM, and 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 Securities Exchange Act of 1934, as amended (the "Exchange Act"), be deemed a "director by deputization." Securities held by KBCR, Tangible Benefits, and LFA are included on this report because of the reporting person's position as the manager of each entity and through the reporting person's control of

4. (Continued from Footnote 3) KBCR and Tangible Benefits as trustee with decision making control of trusts which hold all of the issued and outstanding equity interests of KBCR and Tangible Benefits. Securities held by the trusts described in this report are included on this report because (i) the beneficiaries of such trusts include the reporting person and/or members of his immediate family, and (ii) of the reporting person's position as trustee with decision making control. The reporting person disclaims beneficial ownership of all securities held by CFGM, KBCR, Tangible Benefits, LFA, and the trusts 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, Chairman and Chief Executive Officer	12/15/2025
	** 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).
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FAQ

What insider transaction did Newmark Group, Inc. (NMRK) report in this filing?

The filing reports that the insider made a gift of 145,181 shares of Newmark Group, Inc. Class A common stock to a charitable organization on December 12, 2025.

How many Newmark Group (NMRK) shares does the insider own after the reported transaction?

Following the reported activity, the insider beneficially owns 3,335 Class A shares directly and 4,242,864 Class A shares indirectly.

Through which entities are the indirect Newmark Group (NMRK) holdings held?

Indirect holdings total 4,242,864 Class A shares, held via CF Group Management, Inc., KBCR Management Partners, LLC, Tangible Benefits, LLC, LFA, LLC, and various Lutnick family trusts.

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

The reporting person is identified as a Director and 10% Owner of Newmark Group, Inc.

Did the insider receive consideration for the share distribution from the trust?

The filing states that the distribution of 145,181 shares from a family trust to the reporting person occurred for no consideration.

How does the insider describe beneficial ownership of the indirectly held Newmark (NMRK) shares?

The insider states that he disclaims beneficial ownership of all securities held by the related entities and trusts in excess of his pecuniary interest, if any.