Brandon Lutnick - Oct 6, 2025 Form 3 Insider Report for NEWMARK GROUP, INC. (NMRK)

Role: Director, 10%+ Owner
Signature: /s/ Brandon G. Lutnick
Stock symbol: NMRK
Transactions as of: Oct 6, 2025
Transactions value $: $0
Form type: 3
Date filed: 10/6/2025, 05:52 PM
Previous filing: Aug 20, 2025
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
Lutnick Brandon	Director, 10%+ Owner	499 PARK AVENUE, NEW YORK	/s/ Brandon G. Lutnick	2025-10-06	0002048880

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	NMRK	Class A Common Stock, par value $0.01 per share						3.34K	Oct 6, 2025	Direct
holding	NMRK	Class A Common Stock, par value $0.01 per share						4.39M	Oct 6, 2025	See Footnotes	F1, F2, F5, F6
holding	NMRK	Class B Common Stock, par value $0.01 per share						21.3M	Oct 6, 2025	See Footnotes	F1, F3, F5, F6

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	NMRK	Newmark Holdings Exchangeable Limited Partnership Interests							Oct 6, 2025	See Footnote	18.3M		See Footnotes	F1, F4, F5, F6

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	On October 6 , 2025, the reporting person, through trusts for which he is trustee with decision making control, closed the purchase from Howard W. Lutnick, in Howard W. Lutnick's capacity as trustee of certain trusts, of (i) all of the voting shares of CF Group Management, Inc. ("CFGM"), which is the Managing General Partner of Cantor Fitzgerald, L.P. ("CFLP"), and (ii) all of the outstanding equity interests in KBCR Management Partners, LLC ("KBCR") and Tangible Benefits, LLC ("Tangible Benefits"). The shares of Class A common stock, par value $0.01 per share ("Class A Common Stock") and shares of Class B common stock, par value $0.01 per share ("Class B Common Stock") of Newmark Group, Inc. (the "Company") held by these entities are included on this report as indirectly beneficially owned by the reporting person.
F2	Consists of 4,388,045 shares of Class A Common Stock held indirectly, consisting of (i) 1,025,612 shares of Class A Common Stock held by CFGM, (ii) 1,362,415 shares of Class A Common Stock held by KBCR, (iii) 746,955 shares of Class A Common Stock held by Tangible Benefits, (iv) 99,146 shares of Class A Common Stock held by LFA, LLC ("LFA"), (v) 907,803 shares of Class A Common Stock held by various trust accounts for the benefit of the descendants of Mr. Howard W. Lutnick and his immediate family, and (vi) 246,114 shares of Class A Common Stock held by various other trust accounts for the benefit of Mr. Howard W. Lutnick's immediate family.
F3	Consists of 21,285,533 shares of the Company's Class B Common Stock held indirectly, consisting of (i) 20,932,207 shares of Class B Common Stock held by CFLP and (ii) 353,326 shares of Class B Common Stock held by CFGM. 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.
F4	Consists of 19,787,703 exchangeable limited partnership interests ("Interests") in Newmark Holdings, L.P. ("Newmark Holdings") 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.
F5	CFGM is the Managing General Partner of CFLP and KBCR is a non-managing General Partner of CFLP. Securities held by CFGM and CFLP are included on this report because the reporting person is the Chairman and Chief Executive Officer and also 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
F6	(Continued from Footnote 5) 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, CFLP, KBCR, Tangible Benefits, and LFA, 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.