| Name | Relationship | Address | Signature | Signature date | CIK |
|---|---|---|---|---|---|
| LUTNICK HOWARD W | Director, 10%+ Owner | 499 PARK AVENUE, NEW YORK | /s/ Howard W. Lutnick | 06 Oct 2025 | 0001250975 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | NMRK | Class B Common Stock, par value $0.01 per share | Sale | -21.3M | -100% | 0 | 06 Oct 2025 | See Footnotes | F1, F6, F8 | ||
| transaction | NMRK | Class A Common Stock, par value $0.01 per share | Sale | -1.03M | -31.37% | 2.24M | 06 Oct 2025 | See Footnote | F1, F8 | ||
| transaction | NMRK | Class A Common Stock, par value $0.01 per share | Sale | -2.11M | -94.02% | 134K | 06 Oct 2025 | See Footnote | F2, F8 | ||
| transaction | NMRK | Class A Common Stock, par value $0.01 per share | Disposed to Issuer | -$1.5M | -130K | -96.72% | $11.58 | 4.4K | 06 Oct 2025 | See Footnotes | F3, F4 |
| transaction | NMRK | Class A Common Stock, par value $0.01 per share | Disposed to Issuer | -$48.6K | -4.4K | -100% | $11.04 | 0 | 06 Oct 2025 | See Footnote | F5, 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 | Sale | -19.8M | -100% | 0 | 06 Oct 2025 | Class A or Class B Common Stock, par value $0.01 per share | 18.3M | See Footnotes | F1, F7, F8 |
Howard Lutnick is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | 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. |
| F2 | 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. |
| F3 | 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, |
| F4 | (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. |
| F5 | 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. |
| F6 | 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 | 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. |
| F8 | 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. |