Form 4: Cantor Fitzgerald Boosts Newmark Holdings Stake

Cantor Fitzgerald, L.P. acquired 595,632 exchangeable limited partnership interests in Newmark Holdings, increasing its beneficial ownership to over 20 million interests.

Summary

• Cantor Fitzgerald, L.P. (CFLP), a 10% owner and director of Newmark Group, Inc. (NMRK), acquired 595,632 exchangeable limited partnership interests in Newmark Holdings, L.P. on November 18, 2025.
• The transaction was exempt under Rule 16b-3 of the Securities Exchange Act of 1934.
• The acquired interests are exchangeable for an aggregate of 551,436 shares of Newmark Class B common stock (or 324,321 shares of Class A common stock at CFLP's option), based on an exchange ratio of 0.9258 shares per interest.
• The acquisition included 524,108 interests purchased for $1,909,908 due to the redemption of non-exchangeable founding partner units.
• Additionally, 71,254 interests were purchased for $302,750 as a result of the exchange of exchangeable founding partner units.
• Following this transaction, CFLP's total beneficial ownership in Newmark Holdings stands at 20,383,335 exchangeable limited partnership interests.
• These 20,383,335 interests are currently exercisable for 18,870,892 shares of Newmark Class B Common Stock (or Class A Common Stock at CFLP's option).

Sentiment

Score: 7

Explanation: The acquisition of additional interests by a significant insider and director, Cantor Fitzgerald, L.P., is generally viewed as a positive signal, indicating confidence in the company's value and future prospects. While it's an internal transaction, increased insider ownership can be a bullish indicator for investors.

Positives

• A significant shareholder and director, Cantor Fitzgerald, L.P., increased its beneficial ownership in Newmark Holdings, which can be interpreted as a vote of confidence in Newmark Group's future prospects.
• The transaction was conducted under Rule 16b-3, indicating it was part of a pre-approved plan or compensation arrangement, which can reduce concerns about opportunistic trading.

Future Outlook

The filing does not contain specific forward-looking statements or guidance regarding Newmark Group's future performance or strategic direction.

Management Comments

• The filing was signed by Brandon G. Lutnick, Chairman and Chief Executive Officer of Cantor Fitzgerald, L.P.

Industry Context

This filing reports an internal ownership change by a significant stakeholder and director, Cantor Fitzgerald, L.P., within the Newmark Group ecosystem. It does not directly provide insights into broader industry trends or competitive landscape, but rather reflects an internal capital allocation decision by a key related entity.

Related Party Transactions

• Cantor Fitzgerald, L.P. (CFLP), a 10% owner and director of Newmark Group, Inc., purchased exchangeable limited partnership interests from Newmark Holdings, L.P. This transaction between related entities is explicitly detailed in the filing.

Stakeholder Impact

• Shareholders may view the increased ownership by Cantor Fitzgerald, L.P. as a positive sign of confidence from a major stakeholder and director, potentially bolstering investor sentiment.
• The transaction involves the redemption and exchange of founding partner units, which could impact the structure of ownership within the Newmark Holdings partnership.

Key Dates

Recommendation

The acquisition of additional interests by Cantor Fitzgerald, L.P., a significant insider and director, signals strong confidence in Newmark Group's valuation and future performance. Insider buying, especially from a major stakeholder, often precedes positive stock performance as it suggests those with the most intimate knowledge of the company believe the stock is undervalued or poised for growth. This transaction, while internal, reinforces a positive outlook for the company.

Keywords

Newmark Group, NMRK, Cantor Fitzgerald, beneficial ownership, SEC Form 4, partnership interests, equity acquisition, insider transaction