Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 18, 2025

Newmark Group, Inc.

(Exact name of Registrant as specified in its charter)

Delaware

001-38329

81-4467492

(State or other jurisdiction
of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

125 Park Avenue, New York, NY 10017

(Address of principal executive offices)

Registrant’s telephone number, including area code: (212) 372-2000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common Stock, $0.01 par value		NMRK		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐ Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3.02. Unregistered Sales of Equity Securities.

As previously reported, Cantor Fitzgerald, L.P. (“Cantor”), our controlling stockholder, is obligated to distribute shares of Class A common stock (“Class A Common Stock”) of Newmark Group, Inc. (“Newmark” or the “Company”) to certain current and former partners of Cantor to satisfy certain of Cantor’s deferred stock distribution obligations provided to such partners on April 1, 2008, and on February 14, 2012 in connection with Cantor’s payment of previous quarterly partnership distributions.

On February 18, 2025, Cantor exercised exchange rights with respect to 7,782,387 exchangeable limited partnership interests (“Holdings Units”) of Newmark Holdings, L.P. held by it, at the then-current exchange ratio of 0.9279 shares per Holdings Unit, for 7,221,277 shares of Class A Common Stock and then immediately delivered those 7,221,277 shares of Class A Common Stock to certain current and former partners in satisfaction of its distribution rights obligations to them. The Company’s issuance of an aggregate of 7,221,277 shares of Class A Common Stock to Cantor upon the exchange of the Holdings Units was in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, for transactions not involving a public offering. This issuance will not change the fully diluted number of shares outstanding.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Howard Lutnick Confirmed as 41st United States Secretary of Commerce; Steps Down from Newmark Board and as Executive Chairman

On February 18, 2025, Howard Lutnick, Chairman of the Board of Directors (the “Board”) and Executive Chairman of Newmark, informed the Company that he has stepped down as Chairman of the Board and Executive Chairman of the Company, effective February 18, 2025, as a result of his confirmation by the United States Senate as the 41st Secretary of Commerce. Howard Lutnick’s departure was not the result of any dispute or disagreement with the Company or the Board.

The Company issued a press release regarding Howard Lutnick’s confirmation as the 41st Secretary of Commerce. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Barry Gosin Appointed as Principal Executive Officer

The Board appointed the Company’s Chief Executive Officer, Barry Gosin, as Principal Executive Officer of the Company following Howard Lutnick’s confirmation as the 41st Secretary of Commerce and departure from the Company.

Barry Gosin, age 74, will continue serving as Chief Executive Officer of the Company. Additionally, Mr. Gosin will assume the additional role of Chairman of Newmark’s operating company, Newmark & Company Real Estate, Inc. Information required by Items 401(b), (d), (e) and Item 404(a) of Regulation S-K with respect to Mr. Gosin is available in the Company’s Definitive Proxy Statement on Schedule 14A filed with the SEC on September 6, 2024 (the “2024 Proxy”) under the headings “Information about Our Executive Officers,” and “Certain Relationships and Related Transactions, and Director Independence,” respectively, and further information required by Item 404(a) of Regulation S-K with respect to Mr. Gosin is available in the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 8, 2024, under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Certain Related Party Transactions—Barry M. Gosin, Chief Executive Officer,” which information is incorporated herein by reference. There have been no changes made to Mr. Gosin’s plans, contracts or arrangements with the Company in connection with his appointment to the role of Principal Executive Officer.

The Company issued a press release regarding Mr. Gosin’s appointment as Principal Executive Officer. A copy of the press release is filed as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated by reference herein.

Kyle Lutnick Appointed to Board of Directors

On February 18, 2025, the Board appointed Kyle Lutnick to serve as a member of the Board, effective February 18, 2025, for a term to expire at the earlier of the 2025 Annual Meeting of Stockholders of the Company, or until his successor is duly elected and qualified. Kyle Lutnick will not be appointed to any Committees of the Board.

Kyle Lutnick, age 28, is Executive Vice Chairman of Cantor and President of CF Group Management, Inc. (“CFGM”), the managing general partner of Cantor. From 2024 to 2025 he served as Global Managing Director of Knotel, Inc. (“Knotel”), Newmark’s flexible office and workspace business. From 2022 to 2024 he also previously held positions within Knotel, including General Manager of UK & EMEA and Vice President of Business Development. Prior to joining Knotel, from 2020 to 2021 Kyle Lutnick was part of Newmark’s market-leading retail advisory team, where he advised clients in New York City. In 2019, Kyle Lutnick graduated from Stanford University with a Bachelor’s degree in Psychology.

Kyle Lutnick is the son of our former Executive Chairman, Howard Lutnick, and has no family relationships with any of our current officers or directors. There are no arrangements or understandings between Kyle Lutnick and any other person pursuant to which he was selected as a director. Except as previously described in the 2024 Proxy under the heading “Certain Relationships and Related Transactions, and Director Independence—Employment Matter,” which disclosure refers to Kyle Lutnick and is incorporated herein by reference, Kyle Lutnick does not have any interests in any transactions requiring disclosure under Item 404(a) of Regulation S-K. His employment arrangement, as previously disclosed, was approved by the Audit Committee. For 2024, total compensation under the arrangement was approximately $817,000. His compensation for the period he was employed by the Company in 2025 was approximately $26,000. As of February 2025, he was no longer employed by the Company or its subsidiaries.

Kyle Lutnick will not receive any compensation for his service on the Board.

The Company issued a press release regarding the appointment of Kyle Lutnick. A copy of the press release is filed as Exhibit 99.3 to this Current Report on Form 8-K and is incorporated by reference herein.

Stephen Merkel Appointed to Board of Directors and Chairman of the Board of Directors

On February 18, 2025, the Board appointed Stephen Merkel, our Executive Vice President and Chief Legal Officer, to serve as a member of the Board, effective February 18, 2025, for a term to expire at the earlier of the 2025 Annual Meeting of Stockholders of the Company, or until his successor is duly elected and qualified. Additionally, the Board appointed Mr. Merkel to serve as Chairman of the Board. Mr. Merkel will not be appointed to any Committees of the Board.

Stephen Merkel, age 66, has served as our Executive Vice President and Chief Legal Officer since 2019, which positions will not change as a result of his appointment to the Board. Mr. Merkel is Executive Vice Chairman, Executive Managing Director, and General Counsel for the Cantor group of companies, including Cantor, CFGM and Cantor Fitzgerald & Co. He has served as BGC Group, Inc.’s (“BGC”) Executive Vice President and General Counsel since 2001. He is also on the Board of Directors of BGC’s FMX business. Mr. Merkel also holds offices at and provides services to various other affiliates of Cantor and provides services to BGC’s and Newmark’s operating partnerships and subsidiaries, as applicable. Prior to joining Cantor in 1993, Mr. Merkel was Vice President and Assistant General Counsel at Goldman Sachs & Co., dedicated to the J. Aron Division, and prior to that, he was an associate with the law firm of Paul, Weiss, Rifkind, Wharton & Garrison. Prior to that, he was a law clerk for the Honorable Irving R. Kaufman of the U.S. Court of Appeals for the Second Circuit. Mr. Merkel received a Bachelor’s degree with a major in History and Sociology of Science from the University of Pennsylvania and received his law degree from the University of Michigan Law School.

Mr. Merkel is currently on the Board of Trustees of the Brooklyn Botanic Garden and on the Board of Directors of the Brooklyn Bridge Park Corporation. He was a founding member of the Wholesale Markets Brokers’ Association for the Americas.

There are no family relationships between any of the Company’s directors or officers and Mr. Merkel that are required to be disclosed under Item 401(d) of Regulation S-K. Except as previously described in the 2024 Proxy under the heading “Certain Relationships and Related Transactions, and Director Independence,” which information is incorporated herein by reference, Mr. Merkel does not have any interests in any transactions requiring disclosure under Item 404(a) of Regulation S-K. Other than entry into the Change in Control Agreement, as described below, there have been no changes made to Mr. Merkel’s plans, contracts or arrangements with the Company in connection with his appointment to the Board. He will not receive any compensation for his service on the Board.

The Company issued a press release regarding the appointment of Mr. Merkel. A copy of the press release is filed as Exhibit 99.3 to this Current Report on Form 8-K and is incorporated by reference herein.

Stephen Merkel Change in Control Agreement

On February 18, 2025, Stephen Merkel entered into a Change in Control Agreement (the “Agreement”) with the Company. Under the Agreement, if a Change in Control (as defined in the Agreement) of the Company occurs, Mr. Merkel will receive immediate vesting of his then non-exchangeable Holdings, Units over three (3) years following the Change of Control, provided he continues providing substantial services to the Company or any affiliate during that time, and subject to the other terms of the Agreement. Additionally, in the event he is terminated without Cause (as defined in the Agreement) within three (3) years following the Change of Control, he will be paid (i) a lump sum of his then-current annualized salary, plus his annual discretionary bonus with respect to the fiscal year completed immediately before the Change of Control, (ii) two years of medical benefits, and (iii) continued monetization of his Holdings Units over the foregoing schedule notwithstanding his termination of employment.

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d)

Exhibits

The exhibit index set forth below is incorporated by reference in response to this Item 9.01.

EXHIBIT INDEX

Exhibit
Number		Description
10.1		Change in Control Agreement, dated February 18, 2025, by and between Stephen Merkel and Newmark Group, Inc.

99.1		Newmark Group, Inc. Press Release re: Howard Lutnick’s confirmation as the 41st Secretary of Commerce dated February 18, 2025.

99.2		Newmark Group, Inc. Press Release re: Barry Gosin appointment dated February 18, 2025.

99.3		Newmark Group, Inc. Press Release re: Board of Directors appointments dated February 18, 2025.

104		The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

	Newmark Group, Inc.

Date: February 19, 2025	By:	/s/ Michael J. Rispoli
	Name:	Michael J. Rispoli
	Title:	Chief Financial Officer

[Signature Page to Form 8-K regarding Howard Lutnick’s confirmation as the 41st Secretary of Commerce dated February 19, 2025]

Exhibit 10.1

LETTER AGREEMENT

NEWMARK GROUP, INC.

125 PARK AVENUE

NEW YORK, NEW YORK 10017

February 18, 2025

Re:

Change of Control Agreement

Stephen M. Merkel

Dear Stephen:

We understand that a takeover proposal may create uncertainty for highly valued employees such as yourself. In order to encourage you to remain in the employ of Newmark Group, Inc. and/or its subsidiaries (collectively, the “Company”) and to provide additional incentive for you to promote the success of the business of the Company, the Company has provided you with this agreement (this “Agreement”), which provides for certain payments and benefits in the event of a Change of Control. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Agreement of Limited Partnership of Newmark Holdings, L.P. (the “Partnership”), amended and restated as of December 13, 2017 (as further amended from time to time, the “Partnership Agreement”).

1. Upon a Change of Control (as defined in Section 4 below), if applicable, and subject to the terms and conditions herein, (i) your then non-Exchangeable¹ Partnership interests (which shall be referred to as “Partnership Units”) will, as determined by the General Partner, and adjusted by the then-current Exchange Ratio, as applicable, be (a) redeemed for cash or stock ratably over the first (1st) through third (3rd) anniversaries of such Change of Control or (b) exchanged into restricted shares of stock and become transferable ratably over the first (1st) through third (3rd) anniversaries of such Change of Control or as soon as practicable thereafter and (ii) your other outstanding Grant Awards² (if any) will, as applicable, vest, be redeemed for cash or stock, and/or be exchanged and transferred ratably over the first (1st) through third (3rd) anniversaries of such Change of Control or as soon as practicable thereafter; provided that, inter alia, as of each applicable redemption or vesting or transfer date, you remain Eligible (as defined herein), unless you have been terminated by the Company without Cause (other than due to death or disability) within three (3) years immediately following such Change of Control (and thereby the terms of Section 2 below shall apply). “Eligible” means that, as determined by the Company, you (y) are performing substantial services for the Company or any other Affiliate and have not engaged in any conduct (or omission) constituting Cause³, and (z) have not breached your obligations under any written agreement between you and the Company, or any Affiliate.

For purposes of this Agreement, “Exchangeable” shall mean the grant of exchangeability, exchange, redemption, and/or issuance of shares or cash payment with respect to the eligible non-exchangeable Partnership Units.

A “Grant Award” is a contingent non-cash grant award, subject to the terms (including but not limited to any vesting schedule and conditions (such as service and revenue), cancellation, and restrictive covenant provisions contained therein) of the grant document(s) and the partnership or other agreement under which such non-cash grant is awarded.

For purposes of this Agreement, “Cause” shall mean, as determined by the Company, your (i) fraud, embezzlement, theft, dishonesty, or any misappropriation of any amount of money or other assets or property of the Company or any of its Affiliates; (ii) material breach of your fiduciary duties as an officer, trustee, or employee of the Company or any of its Affiliates; (iii) material breach of any of your agreements with the Company or an Affiliate thereof; and (iv) conviction of a felony, or any crime involving fraud, theft, or moral turpitude, under U.S. Federal, state or local laws or any applicable foreign laws (including any pleas of nolo contendere).

2. In the event that, during the three-year period immediately following a Change of Control, your employment is terminated by the Company without Cause (other than by reason of your death or disability), then the parties agree that, as your sole and exclusive remedy (in law, equity, or otherwise) for such termination without Cause, and subject to the other terms and conditions herein: (a) the Company shall pay to you, in a lump sum in cash, as soon as practicable after your date of termination of employment and in accordance with the terms herein, the gross amount totaling (i) your then-current annualized salary, plus (ii) your annual discretionary bonus (whether in cash, non-cash, or otherwise, based upon their notional value at grant) with respect to the fiscal year completed immediately before the Change of Control, as reflected by the Company and as approved and awarded by the Company Compensation Committee, less applicable taxes and deductions; (b) the treatment of your then outstanding Partnership Units and Grant Awards shall be in accordance with Section 1 notwithstanding the termination of your employment; and (c) you shall receive the Medical Benefits (as defined in Section 3 below) upon termination, even if you have received the Medical Benefits during all or a portion of such three-year period (the “Change of Control Termination Benefit”). Notwithstanding the foregoing provisions of this paragraph, in the event that you are a “specified employee” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) (as determined in accordance with the methodology established by the Company as in effect on the date of your termination of employment), amounts constituting nonqualified deferred compensation subject to Code Section 409A that would otherwise be payable pursuant to the immediately preceding sentence during the six (6)-month period immediately following (and as a result of) your termination of employment by the Company without Cause shall instead be paid, with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code (“Interest”), on the first business day after the date that is six (6) months following your “separation from service” within the meaning of Code Section 409A, or, if earlier, your death (the “Six-Month Delay”).

3. “Medical Benefits” means, solely for purposes of this Agreement, that for two (2) years after your termination of employment (the “Benefit Continuation Period”), the Company shall provide health care (i.e., medical, dental, vision and prescription drug coverage) and life insurance benefits to you and/or your family substantially similar to, and at the same after-tax cost to you and/or your family, as those that would have been provided in accordance with the Company’s plans, programs, practices and policies providing health care and life insurance benefits and at the benefit level provided immediately prior to the Change of Control or, if more favorable, as in effect generally at any time thereafter with respect to other peer executives of the Company and their families; provided, however, that the health care benefits provided during the Benefit Continuation Period shall be provided in such a manner that such benefits (and the costs and premiums thereof) are excluded from your income for federal income tax purposes and, if the Company reasonably determines that providing continued coverage under one or more of its health care benefit plans contemplated herein could be taxable to you, the Company shall provide such benefits at the level required hereby through the purchase of individual insurance coverage; provided, however, that, if you become re-employed with another employer and eligible to receive health care and life insurance benefits under another employer-provided plan, the health care and life insurance benefits provided hereunder shall be secondary to those provided under such other plan during such applicable period of eligibility. Following the end of the Benefit Continuation Period, you will be eligible for continued health coverage as required by Section 4980B of the Code or other applicable law (“COBRA Coverage”), as if your employment with the Company had terminated as of the end of such period, and the Company shall take such actions as are necessary to cause such COBRA Coverage not to be offset by the provision of benefits under this paragraph and to cause the period of COBRA Coverage to commence at the end of the Benefit Continuation Period.

4. For purposes of this Agreement, a “Change of Control” shall occur in the event that either Newmark, or substantially all of the real estate brokerage and related businesses of Newmark and/or its subsidiaries, is/are no longer controlled by Cantor Fitzgerald, L.P., Howard W. Lutnick or a person or entity controlled by, controlling or under common control with Cantor Fitzgerald, L.P., exclusive of an ownership change (i) following which an entity or entities controlled by Howard W. Lutnick, or his family members, heirs or estate, continue to control Newmark or (ii) resulting from the estate planning of Howard W. Lutnick, provided that any such estate planning is limited to transfers to family members or heirs of Howard W. Lutnick or transfers to trusts or other entities controlled by Howard W. Lutnick or his family members, heirs or estate.

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5. Anything in this Agreement to the contrary notwithstanding, if it is determined (as hereafter provided) that any payment or distribution by or on behalf of a Company to or for your benefit, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise pursuant to or by reason of any other agreement, policy, plan, program or arrangement between you and the Company (a “Payment”), would be subject to the Excise Tax (as defined herein), but for the application of this sentence, then the Payment shall be reduced to the minimum extent necessary (but in no event to less than zero) so that no portion of any such Payment, as so reduced, constitutes an “Excess Parachute Payment” within the meaning of Section 280G of the Code; provided, however, that the foregoing reduction shall be made only if and to the extent that such reduction would result in an increase in the aggregate Payment to be provided, determined on an after-tax basis (taking into account the excise tax imposable under Code section 4999 (“Excise Tax”), any tax imposed by any comparable provision of state law, and any applicable federal, state and local income taxes). The fact that your right to a Payment may be reduced by reason of the limitations contained in this Section 5 shall not of itself limit or otherwise affect any of your other rights under this Agreement. In the event that a Payment intended to be provided under this Agreement is required to be reduced pursuant to this Section 5, the amounts payable or benefits to be provided to you shall be reduced such that any economic loss that you may incur as a result of the elimination of any excess parachute amount is minimized. In applying this principle, the reduction shall be made in a manner consistent with the requirements of Code Section 409A and where two economically equivalent amounts are subject to reduction but payable at different times, such amounts shall be reduced on a pro rata basis but not below zero.

6. This letter shall be binding upon any successor of the Company or its business or assets (whether direct or indirect, by purchase, merger, consolidation or otherwise), in the same manner and to the same extent that the Company would be obligated under this Agreement if no succession had taken place. In the case of any transaction in which a successor would not by the foregoing provision or by operation of law be bound by this Agreement, the Company shall require such successor expressly and unconditionally to assume and agree to perform the Company’s obligations under this Agreement, in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place. The term “Company,” as used in this Agreement, shall mean the Company as hereinbefore defined and any successor or assignee to the business or assets which by reason hereof becomes bound by this Agreement.

7. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without reference to its conflict of law rules. All payments hereunder are subject to withholding for applicable income and payroll taxes or otherwise as required by law. You and the Company acknowledge that, except as may otherwise be provided under any other written agreement between you and the Company, your employment by the Company is “at will” and, prior to a Change of Control, your employment may be terminated by either you or the Company, in which case you shall have no further rights under this Agreement.

[Signature Page Follows; Remainder of Page Intentionally Left Blank]

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NEWMARK GROUP, INC.

By:	/s/ Howard W. Lutnick
	Name:	Howard W. Lutnick
	Title:	Executive Chairman

Accepted and Agreed:

/s/ Stephen M. Merkel
Stephen M. Merkel

[Change of Control Agreement between Stephen Merkel and Newmark Group, Inc.,

dated February 18, 2025]

Exhibit 99.1

FOR IMMEDIATE RELEASE

Howard Lutnick Confirmed as 41^stUnited States Secretary of Commerce; Steps Down from Newmark Board and Executive Officer Position

NEW YORK, NY (February 18, 2025) — Newmark Group, Inc. (Nasdaq: NMRK) (“Newmark” or “the Company”), a leading commercial real estate advisor and service provider to large institutional investors, global corporations, and other owners and occupiers, today announced Howard W. Lutnick, Executive Chairman, has been confirmed by the United States Senate as the 41st Secretary of Commerce and, as a result, has stepped down as Chairman of the Board and from his executive positions at the Company.

Mr. Lutnick, a visionary leader known for his sharp instincts and bold execution, recognized a pivotal moment to redefine the commercial real estate industry when interest rates were at historic lows following the Great Financial Crisis. Seizing the opportunity, he led BGC’s acquisition of Newmark in 2011 for approximately $100 million and helped drive its revenues from $230 million to nearly $2.8 billion, now commanding a $3.7 billion market capitalization.¹ Mr. Lutnick played a critical role in facilitating more than 55 acquisitions and recruiting hundreds of the industry’s leading and most productive professionals. With an eye for innovation and a commitment to growth, Mr. Lutnick helped create one of the greatest commercial real estate services companies in the world.

“Howard has an extraordinary ability to identify unique market opportunities where others see uncertainty and capitalized on those moments to position Newmark for sustainable growth and success,” said Jay Itzkowitz, a Member of the Board of Directors, commenting on behalf of the Board. “His instinctual, forward-thinking approach and market expertise have been instrumental in transforming Newmark into a global leader and has set a strong foundation for its continued success. We are deeply grateful for his dedication to the Company and are confident he will bring that same passion and commitment to his new role as the U.S Secretary of Commerce.”

“Not only has it been a privilege partnering with Howard to build Newmark into the powerhouse it is today, but it has also been a pleasure to work side-by-side with someone I can also call my friend and advisor,” said Barry Gosin, Chief Executive Officer. “In a highly competitive sector, Howard has helped Newmark make bold and decisive decisions that have catapulted our Company’s growth in the United States and our expansion abroad. We are thankful for his leadership and the invaluable contributions he has made to the organization and are thrilled his expertise will serve and support the American people.”

Mr. Lutnick has agreed to divest his interests in Newmark to comply with U.S. government ethics rules and does not expect any arrangement which involves selling shares on the open market.

In separate releases, Newmark today announced additional Executive and Board changes. Please visit ir.nmrk.com.

BIOGRAPHY

Mr. Lutnick joined Cantor Fitzgerald in 1983 and rose rapidly through the ranks to be appointed President and CEO in 1991. Five years later he was named Chairman. On September 11, 2001, when terrorists attacked the World Trade Center, Cantor Fitzgerald lost 658 of its 960 New York-based employees, including Mr. Lutnick’s brother Gary. In the days after the attack, he launched the Cantor Fitzgerald Relief Fund, which donated $180 million to families of his coworkers who died on 9/11. He has personally donated more than $100 million to victims of terrorism, natural disasters, and other emergencies around the world.

The fully diluted market capitalization is as of February 14, 2024. Revenues are based on the unaudited full year 2011 results for Newmark & Company Real Estate, Inc., and the Company’s total revenues for the twelve months ending December 31, 2024.

Howard Lutnick Confirmed as 41^st United States Secretary of Commerce; Steps Down from Newmark Board and Executive Officer Position

Mr. Lutnick emerged from these events with an indomitable sense of purpose – to rebuild the firm to honor those lost and support the survivors and their families. In 2004, Cantor Fitzgerald spun out its wholesale brokerage business to create BGC Partners, L.P., which was renamed BGC Group, Inc. following the firm’s corporate conversion in 2023. In 2011, he saw a unique opportunity to enter the commercial real estate services industry by acquiring Newmark & Company Real Estate, Inc. In 2017, he successfully took Newmark public and helped transform it into the leading commercial real estate services firm it is today.

Mr. Lutnick served on the Board of Directors of the National September 11 Memorial & Museum and Weill Cornell Medicine. He is a recipient of the Department of the Navy’s Distinguished Public Service Award, the highest honor granted to non-military personnel by the Navy.

About Newmark

Newmark Group, Inc. (Nasdaq: NMRK), together with its subsidiaries (“Newmark”), is a world leader in commercial real estate, seamlessly powering every phase of the property life cycle. Newmark’s comprehensive suite of services and products is uniquely tailored to each client, from owners to occupiers, investors to founders, and startups to blue-chip companies. Combining the platform’s global reach with market intelligence in both established and emerging property markets, Newmark provides superior service to clients across the industry spectrum. For the twelve months ended December 31, 2024, Newmark generated revenues of nearly $2.8 billion. As of December 31, 2024, Newmark and our business partners together operated from approximately 170 offices with more than 8,000 professionals across four continents. To learn more, visit nmrk.com or follow @newmark.

Discussion of Forward-Looking Statements about Newmark

Statements in this document regarding Newmark that are not historical facts are “forward-looking statements” that involve risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements. These include statements about the Company’s business, results, financial position, liquidity, and outlook, which may constitute forward-looking statements and are subject to the risk that the actual impact may differ, possibly materially, from what is currently expected. Except as required by law, Newmark undertakes no obligation to update any forward-looking statements. For a discussion of additional risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see Newmark’s Securities and Exchange Commission filings, including, but not limited to, the risk factors and Special Note on Forward-Looking Information set forth in these filings and any updates to such risk factors and Special Note on Forward-Looking Information contained in subsequent reports on Form 10-K, Form 10-Q or Form 8-K.

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	Press Contact:

	Deb Bergman
	t 303-260-4307
	deb.bergman@nmrk.com



	Investor Contacts:

	Jason McGruder
	Shaun French
	t 212-829-7124

Exhibit 99.2

FOR IMMEDIATE RELEASE

CEO Barry Gosin Adds Role as Chairman of Newmark’s Operating Company

NEW YORK, NY (February 18, 2025) — Newmark Group, Inc. (Nasdaq: NMRK) (“Newmark” or “the Company”), a leading commercial real estate advisor and service provider to large institutional investors, global corporations, and other owners and occupiers, today announced that Chief Executive Officer Barry M. Gosin will assume the additional role of Chairman of its operating company, Newmark & Company Real Estate, Inc.

Mr. Lutnick, who was confirmed today as the United States 41^st Secretary of Commerce, has stepped down from his Executive Chairman position and the Company’s Board of Directors.

“Barry is an exceptional leader who is deeply respected and admired by employees and clients alike and has been a close friend and strategic partner for more than a decade,” said Howard Lutnick. “Together we have built one of the greatest commercial real estate companies in the United States – from a privately held company into a publicly held powerhouse that boasts an approximate $3.7 billion market capitalization. I have complete confidence in Barry’s ability to lead the firm and drive Newmark’s continued global expansion.”

Mr. Gosin is responsible for overseeing Newmark’s strategic direction and has been instrumental in guiding its dramatic expansion. Serving as CEO since 1979, he spearheaded Newmark’s sale to Howard Lutnick’s BGC Partners, Inc. in 2011 and Newmark’s IPO in 2017, as well as the Company’s spin-off from BGC in 2018. Since 2011, Newmark has been the fastest growing commercial real estate services company and has increased annual revenues by over 1,000 percent.¹ Over the past ten years, the Company has expanded its commercial and multifamily origination market share approximately sixfold and increased its investment sales share by more than two and a half times.

“I am honored to take on this expanded role and look forward to continuing to drive transformative growth and innovation across all areas of our business, ensuring we remain at the forefront of our industry,” said Gosin. “Together with Newmark’s talented senior leadership team, we will deliver exceptional value to our stakeholders.”

Gosin is a member of the Executive Committee of the Board of Directors for the Partnership of New York City and a member of the Executive Committee of the Board of Governors at the Real Estate Board of New York. He is also a Trustee of Pace University and was honored with the Leaders in Management award. Additionally, he serves on the Board of Directors for Fountain House, a non-profit organization that provides community, employment and advocacy for people with serious mental illness in New York City and the country.

In separate releases, Newmark today announced additional Executive and Board changes. Please visit ir.nmrk.com.

Note the following: (i) Revenue growth is based on 2011 through 2023 total revenues, with the latter the most recent year for which such data is available for all publicly traded peers. These peers are U.S. tickers CBRE, CIGI, JLL, MMI, and WD, (in USD) and UK ticker symbol SVS (in GBP). US ticker CWK did not report revenues for periods before 2015 and is therefore excluded. Newmark’s 2011 revenues are based on unaudited revenues for Newmark & Company Real Estate, Inc., which BGC acquired in 2011. (ii) Market share data compares 2015 (the first full year in which Newmark had a GSE/FHA multifamily lending platform) to the twelve months ended December 31, 2024. Investment sales market share is calculated by dividing the Company’s U.S. volumes by MSCI U.S. investment sales volumes. Newmark’s origination market share are the Company’s total debt volumes divided by overall MBA commercial/multifamily mortgage origination volumes. For certain periods, MSCI loan data may be modeled by Newmark Research in lieu of MBA data.

CEO Barry Gosin Adds Role as Chairman of Newmark’s Operating Company

About Newmark

Discussion of Forward-Looking Statements about Newmark

# # #


	Press Contact:

	Deb Bergman
	t 303-260-4307
	deb.bergman@nmrk.com


	Investor Contacts:

	Jason McGruder
	Shaun French
	t 212-829-7124

Exhibit 99.3

FOR IMMEDIATE RELEASE

Stephen Merkel Appointed Chairman of Newmark’s Board of Directors

Kyle Lutnick will also join the Board

NEW YORK, NY (February 18, 2025) — Newmark Group, Inc. (Nasdaq: NMRK) (“Newmark” or “the Company”), a leading commercial real estate advisor and service provider to large institutional investors, global corporations, and other owners and occupiers, today announced Stephen Merkel has been named Chairman of the Board of Directors. Howard W. Lutnick, who was confirmed today by the United States Senate as the 41st Secretary of Commerce, has stepped down as Executive Chairman of Newmark and as the Company’s Chairman of the Board.

Mr. Merkel, who has been with the Company since its acquisition by BGC Partners, Inc., will also retain his roles as Newmark’s Executive Vice President and Chief Legal Officer. Kyle Lutnick will also join as a member of the Board.

“Stephen has been one of my closest advisors for more than 30 years,” said Howard Lutnick. “He is an outstanding leader who understands the core of our firm. With his experience and dedication to the Company, I am confident in the success of the firm as I take on a new role serving the American people.”

Mr. Merkel is Executive Vice Chairman, Executive Managing Director, and General Counsel for the Cantor Fitzgerald, L.P. group of companies, which includes Newmark Group, Inc., BGC Group, Inc. and Cantor Fitzgerald & Co.

Prior to joining Cantor Fitzgerald in 1993, Mr. Merkel was Vice President and Assistant General Counsel at Goldman Sachs & Co., dedicated to the J. Aron Division. Before that, he was an associate with the law firm of Paul, Weiss, Rifkind, Wharton & Garrison. He also served as a law clerk for the Honorable Irving R. Kaufman of the U.S. Court of Appeals for the Second Circuit. Mr. Merkel received a Bachelor’s degree with a major in History and Sociology of Science from the University of Pennsylvania and received his law degree from the University of Michigan Law School.

Mr. Merkel is currently on the Board of Trustees for the Brooklyn Botanic Garden and on the Board of Directors of the Brooklyn Bridge Park Corporation. Mr. Merkel lives with his wife, Robin Shanus, and has three adult children, David, Gabe and Leo.

Kyle Lutnick most recently served as Global Managing Director of Knotel, Inc., Newmark’s flexible office and workspace business. Prior to that, he was Knotel’s General Manager of UK & EMEA and Vice President of Business Development. Before joining Knotel, Mr. Lutnick was a member of Newmark’s market-leading retail advisory team, where he advised clients in New York City, one of the most dynamic commercial markets in the world. He holds a Bachelor of Arts degree in Psychology from Stanford University.

In separate releases, Newmark today announced additional Executive and Board changes. Please visit ir.nmrk.com.

Stephen Merkel Appointed Chairman of Newmark’s Board of Directors

Kyle Lutnick will also join the Board

About Newmark

Discussion of Forward-Looking Statements about Newmark

# # #


	Press Contact:

	Deb Bergman
	t 303-260-4307
	deb.bergman@nmrk.com


	Investor Contacts:

	Jason McGruder
	Shaun French
	t 212-829-7124

Cover	Feb. 18, 2025
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 18, 2025
Entity File Number	001-38329
Entity Registrant Name	Newmark Group, Inc.
Entity Central Index Key	0001690680
Entity Tax Identification Number	81-4467492
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	125 Park Avenue
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10017
City Area Code	212
Local Phone Number	372-2000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A Common Stock, $0.01 par value
Trading Symbol	NMRK
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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