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Newmark Group withholds 7,293 CFO shares for taxes

The reported post-transaction position includes RSUs granted under the 2022 Employment Agreement.

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Form Type
4

Rhea-AI Filing Summary

Newmark Group, Inc. (NMRK) Chief Financial Officer Michael J. Rispoli had 14,285 restricted stock units vest on October 1, 2026. The company withheld 7,293 Class A shares for taxes and issued the remaining 6,992 shares to him; the reported price was $12.65 per share. His reported post-transaction position was 664,924 shares, including 100,664 shares held directly and RSUs representing 357,130 and 207,130 shares.

Insider Rispoli Michael J.
Role Chief Financial Officer
Type Security Shares Price Value
Tax Withholding Class A Common Stock, par value $0.01 per share F1, F2 7,293 $12.65 $92K
Holdings After Transaction: Class A Common Stock, par value $0.01 per share — 664,924 shares (Direct)
Footnotes (2)
  1. F1. On October 1, 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"), 14,285 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 7,293 shares of Class A Common Stock for taxes. The remaining 6,992 shares of Class A Common Stock were issued to the reporting person.
  2. F2. Consists of 100,664 shares of Class A Common Stock held directly following the vesting described in Footnote 1. Also consists of (i) 357,130 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 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, and (ii) 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.
RSUs vested 14,285 RSUs Vested October 1, 2026
Shares withheld for taxes 7,293 shares Withheld by the company upon vesting
Shares issued 6,992 shares Issued to Michael J. Rispoli upon vesting
Reported transaction price $12.65 per share October 1, 2026 transaction
Reported position following transaction 664,924 shares Following the October 1, 2026 transaction
Directly held shares 100,664 shares Following the vesting described in the footnote
Shares represented by RSUs 357,130 shares Granted in connection with the 2022 Employment Agreement
Shares represented by RSUs 207,130 shares Granted in connection with the 2022 Employment Agreement
RSUs technical
"14,285 RSUs became vested and issuable as shares"
RSUs, or restricted stock units, are a form of company shares given to employees as part of their compensation. They are typically awarded with certain restrictions, such as a waiting period before they can be fully owned or sold, similar to earning a gift that becomes fully yours over time. For investors, RSUs can impact a company's stock offerings and reflect how much the company relies on stock-based incentives to attract and retain talent.
vesting schedule technical
"pursuant to the vesting schedule of the restricted stock units"
A vesting schedule is a timeline that determines when someone gains full ownership of certain benefits, such as company stock or retirement contributions. Think of it like earning the right to own a gift gradually over time, rather than receiving it all at once. It matters to investors because it affects when they can fully access or sell these benefits, influencing their financial planning and decision-making.
tranches technical
"divided into five tranches of 100,000 RSUs each"
Tranches are portions or slices of a larger financing deal—such as a loan, bond issue, or equity round—that are released at different times or under different conditions. For investors they matter because each tranche can carry different risk, interest or payout terms and may be paid only if certain targets are met; think of funding as slices of a cake handed out as progress is made.

FAQ

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

How many NMRK shares were withheld for taxes for Michael J. Rispoli?

Newmark Group withheld 7,293 Class A shares for taxes when 14,285 RSUs vested on October 1, 2026; the remaining 6,992 shares were issued to Michael J. Rispoli. The reported transaction price was $12.65 per share.

What were Michael J. Rispoli's reported NMRK holdings after the October 2026 transaction?

His reported post-transaction position was 664,924 shares. This included 100,664 shares held directly, plus RSUs representing 357,130 shares and 207,130 shares under the 2022 Employment Agreement.

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

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Learn about SEC filing dates
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*
Rispoli Michael J.

(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 Financial Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
10/01/2026
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 share10/01/2026F(1)7,293(1)D$12.65664,924(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 October 1, 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"), 14,285 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 7,293 shares of Class A Common Stock for taxes. The remaining 6,992 shares of Class A Common Stock were issued to the reporting person.
2. Consists of 100,664 shares of Class A Common Stock held directly following the vesting described in Footnote 1. Also consists of (i) 357,130 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 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, and (ii) 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.
/s/ Michael J. Rispoli10/01/2026
** 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)

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