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Newmark Group, Inc. furnished its financial results for the quarter ended September 30, 2025 via a press release attached as Exhibit 99.1. The Board also changed the 2025 Annual Meeting of Stockholders to December 30, 2025, with the exact time and place to be provided in the forthcoming notice and proxy statement.
The filing notes that information under “Dividend Information” in the press release is being filed under Item 2.02 and incorporated by reference, while all other press release information is being furnished. Stockholder proposals for inclusion in the proxy materials under Rule 14a-8, or for consideration at the meeting under the bylaws, must be received by November 9, 2025 at Newmark Group, Inc., 125 Park Avenue, New York, NY 10017, Attention: Corporate Secretary.
Howard W. Lutnick, a director and 10% owner of Newmark Group, Inc. (NMRK), reported multiple transactions effective 10/06/2025 that materially changed his indirect holdings. He sold voting shares of CF Group Management, Inc. (the managing general partner of Cantor Fitzgerald, L.P.) for an aggregate price of $200,000, removing indirect ownership of 20,932,207 Class B shares and related exchangeable interests. Concurrently, equity interests in KBCR and Tangible Benefits were sold for $13,096,795.70, removing a combined 2,109,370 Class A shares previously held through those entities. The company repurchased 129,859 Class A shares originating from retirement accounts at $11.58 per share and an additional 4,400 shares held by the reporting person's spouse at $11.04 per share, both under the existing repurchase authorization. After these transactions the reporting person disclaims beneficial ownership of the sold interests except for any pecuniary interest.
Brandon G. Lutnick filed an initial Form 3 reporting his direct and indirect ownership in Newmark Group, Inc. (NMRK) following transactions closed on 10/06/2025. He directly holds 3,335 shares of Class A common stock and, through trusts and affiliated entities he controls, indirectly holds 4,388,045 Class A shares and 21,285,533 Class B shares. The filing also shows 18,349,137 exchangeable partnership interests in Newmark Holdings held indirectly, exercisable into common stock at a stated exchange ratio.
Newmark Group, Inc. reported several ownership transactions. Trusts controlled by Brandon G. Lutnick bought all voting shares of CF Group Management, Inc. from Howard W. Lutnick for an aggregate consideration of $200,000 paid in cash. Other trusts controlled by Brandon G. Lutnick purchased equity interests (including all outstanding interests in Tangible Benefits, LLC and KBCR Management Partners, LLC) from trusts associated with Howard W. Lutnick for $13,096,795.70 in cash. The company repurchased 129,859 shares of Class A common stock originating from retirement accounts (and 4,400 shares held directly by Mr. Lutnick's spouse) at per-share prices of $11.58 and $11.04 respectively, with small per-share adjustments for after-tax dividends. The repurchases used the company’s existing repurchase authorization, which was reapproved by the Board and the Audit Committee in November 2024 and expressly approved by the Audit Committee for these transactions.
Amendment No. 5B to the Schedule 13D reports that Howard W. Lutnick has completed his previously announced divestiture of his holdings in Newmark Group, Inc. and no longer holds any voting or dispositive power in the company. The sale was completed on 10/06/2025, and the filing states Mr. Lutnick beneficially owns 0 shares of both Class A and Class B common stock. The filing also notes the company repurchased 4,400 shares of Class A stock from Mr. Lutnick's spouse at $11.04 per share, less $0.048 per share attributable to after-tax dividends. Mr. Lutnick ceased to be a beneficial owner of more than 5% of the Class A shares.
Amendment No. 5A to a Schedule 13D reports ownership and voting changes in Newmark Group, Inc. The filing discloses that Howard W. Lutnick completed a divestiture and no longer holds or controls Company securities, and that trusts controlled by Brandon G. Lutnick closed purchases on 10/06/2025 that transfer controlling voting interests.
Aggregate holdings reported show Brandon G. Lutnick may now be deemed to control 58.6% of the total voting power of outstanding Common Stock through direct shares, convertible/exchangeable interests, and trusts. The specified cash consideration was $200,000 for voting shares of CFGM and $13,096,795.70 for equity interests in KBCR and Tangible Benefits. Reporting entities (CFLP and CFGM) and related trusts report shared voting power over material blocks of Class A Common Stock, with CFLP holding 20.9% and CFGM 20.5% on a Class A basis.