Director Lutnick Howard W sold 21,285,533 units of Class B Common Stock, sold 3,134,982 shares and returned $1,552,343 worth of shares to the company (134,259 units at $11.56) (SEC Form 4)
$NMRK
Real Estate
Finance
| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
NEWMARK GROUP, INC. [ NMRK ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/06/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 B Common Stock, par value $0.01 per share | 10/06/2025 | S | 21,285,533 | D | (1) | 0 | I | See Footnotes(6)(8) | ||
| Class A Common Stock, par value $0.01 per share | 10/06/2025 | S | 1,025,612 | D | (1) | 2,243,629 | I | See Footnote(8) | ||
| Class A Common Stock, par value $0.01 per share | 10/06/2025 | S | 2,109,370 | D | (2) | 134,259 | I | See Footnote(8) | ||
| Class A Common Stock, par value $0.01 per share | 10/06/2025 | D | 129,859 | D | $11.58(3)(4) | 4,400 | I | See Footnotes(3)(4) | ||
| Class A Common Stock, par value $0.01 per share | 10/06/2025 | D | 4,400 | D | $11.04(5) | 0(5) | I | See Footnote(8) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Newmark Holdings Exchangeable Limited Partnership Interests | (7) | 10/06/2025 | S(1) | 19,787,703(1) | (7) | (7) | Class A or Class B Common Stock, par value $0.01 per share | 18,349,137(7) | (1) | 0 | I | See Footnotes(7)(8) | |||
| Explanation of Responses: |
| 1. On October 6, 2025, the reporting person, in his capacity as trustee of a trust, closed the sale to trusts controlled by Brandon G. Lutnick of all of the voting shares of CF Group Management, Inc. ("CFGM"), which is the Managing General Partner of Cantor Fitzgerald, L.P. ("CFLP"). Following the close of the transaction, the reporting person no longer has beneficial ownership of the (i) 20,932,207 shares of Class B Common Stock, par value $0.01 per share ("Class B Common Stock") of Newmark Group, Inc. (the "Company") held by CFLP, (ii) 353,326 shares of Class B Common Stock held by CFGM, (iii) 1,025,612 shares of Class A Common Stock, par value $0.01 per share ("Class A Common Stock") of the Company held by CFGM, or (iv) 19,787,703 exchangeable limited partnership interests ("Interests") in Newmark Holdings, L.P. ("Newmark Holdings") held by CFLP. The aggregate sale price of the voting shares of CFGM was $200,000. |
| 2. On October 6, 2025, the reporting person, in his capacity as trustee of a trust, in a transaction effective concurrently with the transaction described in footnote (1), closed the sale to certain other trusts controlled by Brandon G. Lutnick of all of the outstanding equity interests in KBCR Management Partners, LLC ("KBCR") and Tangible Benefits, LLC ("Tangible Benefits"). Following the close of the transaction, the reporting person no longer has beneficial ownership of the 1,362,415 shares of Class A Common Stock held by KBCR and the 746,955 shares of Class A Common Stock held by Tangible Benefits. The aggregate sale price of the equity interests of KBCR and Tangible Benefits was $13,096,795.70. |
| 3. On October 6, 2025, in a transaction effective immediately after the transaction described in footnote (1), the Company repurchased an aggregate of 129,859 shares of Class A Common Stock beneficially owned by the reporting person and originating from retirement accounts, including certain shares held by his spouse in transactions exempt pursuant to Rule 16b-3 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), consisting of (i) 112,405 shares held in a Keogh retirement account, (ii) 13,268 shares held in other retirement accounts, and (iii) 4,186 shares held in retirement accounts for the reporting person's spouse. The price per share for the sale was $11.58, which is equal to the closing price of the Company's Class A Common Stock on the Nasdaq Global Select Market on May 16, 2025, reduced by $0.06 per share, |
| 4. (Continued from Footnote 3) which is equal to the amount of the after-tax portion of the (i) dividends declared on such shares of Class A Common Stock but unpaid and with record dates between May 16, 2025 and the transaction date that are payable to Howard W. Lutnick and his spouse, as applicable, and (ii) dividends paid on such shares of Class A Common Stock to the reporting person and his spouse, as applicable, between May 16, 2025 and the transaction date. The transactions were approved by the Audit Committee of the Company and were made pursuant to the Company's existing stock repurchase authorization. |
| 5. On October 6, 2025, effective immediately after the transaction described in footnote (1), the Company repurchased 4,400 shares of Class A Common Stock held by the reporting person's spouse in a transaction exempt pursuant to Rule 16b-3 of the Exchange Act. The price per share for the sale was $11.04, which was the closing price of the Company's Class A Common Stock on the Nasdaq Global Select Market on May 29, 2025, reduced by $0.048 per share, which is the amount of the after-tax portion of the (i) dividends declared on such shares of Class A Common Stock but unpaid and with record dates between May 29, 2025 and the transaction date payable to the reporting person's spouse, and (ii) dividends on such shares of Class A Common Stock paid to the reporting person's spouse between May 29, 2025 and the transaction date. The transaction was approved by the Audit Committee of the Company and was made pursuant to the Company's existing stock repurchase authorization. |
| 6. The shares of Class B Common Stock are convertible at any time on a one-for-one basis (subject to adjustment) into shares of Class A Common Stock. |
| 7. Consists of Interests held by CFLP. The exchange rights with respect to the Interests held by CFLP are exercisable at any time for shares of Class B Common Stock, or, at CFLP's option, Class A Common Stock, at the then-current exchange ratio (which is 0.9273 as of October 6, 2025), which is subject to adjustment. |
| 8. CFGM is the Managing General Partner of CFLP and KBCR is a non-managing General Partner of CFLP. The reporting person was the sole voting member of KBCR and Tangible Benefits, through trusts, prior to the transactions described in footnote (2). The reporting person disclaims beneficial ownership of all securities held by CFLP, CFGM, KBCR, and Tangible Benefits in excess of his pecuniary interest, if any, and this report shall not be deemed an admission that he was the beneficial owner of, or had pecuniary interest in, any such excess securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
| /s/ Howard W. Lutnick | 10/06/2025 | |
| ** 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). | ||
| 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. | ||