| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | NMRK | Class A Common Stock, par value $0.01 per share | Options Exercise | +7.22M | 7.22M | Feb 18, 2025 | See footnotes | F1, F6, F7 | |||
| transaction | NMRK | Class A Common Stock, par value $0.01 per share | Other | -7.22M | -100% | 0 | Feb 18, 2025 | See footnotes | F2, F3, F7, F8 | ||
| transaction | NMRK | Class A Common Stock, par value $0.01 per share | Other | +1.03M | 1.03M | Feb 18, 2025 | Direct | F2, F3, F4, F8 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | NMRK | Newmark Holdings Exchangeable Limited Partnership Interests | Options Exercise | -7.78M | -28.23% | 19.8M | Feb 18, 2025 | Class A or Class B Common Stock, par value $0.01 per share | 7.22M | See footnotes | F1, F2, F3, F5, F6, F7 |
| Id | Content |
|---|---|
| F1 | On February 18, 2025, Cantor Fitzgerald, L.P. ("CFLP") exercised exchange rights with respect to 7,782,387 exchangeable limited partnership interests ("Interests") in Newmark Holdings, L.P. ("Newmark Holdings") at the current exchange ratio of 0.9279 shares per Interest, for 7,221,277 shares of Newmark Group, Inc. ("Newmark Group") Class A common stock, par value $0.01 per share ("Class A Common Stock"), for the purpose of delivering the shares to certain current and former partners of CFLP in satisfaction of the deferred stock distribution obligations described in footnote (3) below. |
| F2 | Also on February 18, 2025, in connection with the transaction described in footnote (1) above, CFLP delivered the 7,221,277 shares of Class A Common Stock to those certain current and former partners of CFLP in satisfaction of its deferred share distribution obligations as described in footnote (3) below. CFLP no longer has any remaining deferred share distribution obligations. |
| F3 | Prior to the transaction described in footnote (2) above, CFLP had deferred stock distribution obligations pursuant to rights provided to certain current and former partners of CFLP which were satisfied by CFLP's delivery of Class A Common Stock described in footnote (2) above, which obligations had related to distributions to its partners that CFLP declared on April 1, 2008 and February 14, 2012 (the "distribution rights shares"). |
| F4 | The delivered shares of Class A Common Stock included an aggregate of 1,025,612 shares delivered to the reporting person in satisfaction of 1,025,612 distribution rights shares. The reporting person reported beneficial ownership of these shares in prior reports. |
| F5 | Consists of Interests held by CFLP. |
| F6 | The exchange rights with respect to the Interests held by CFLP are exercisable at any time for shares of Newmark Group Class B common stock, par value $0.01 per share ("Class B Common Stock"), or, at CFLP's option, Class A Common Stock, at the then-current exchange ratio, which is subject to adjustment. 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. |
| F7 | CF Group Management, Inc. ("CFGM") is the managing general partner of CFLP. CFGM disclaims beneficial ownership of all such securities in excess of its pecuniary interest, if any, and this report shall not be deemed an admission that CFGM is the beneficial owner of, or has pecuniary interest in, any such excess securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose. |
| F8 | Change in form of ownership exempt under Rule 16a-13 of the Exchange Act. |