Form 4: Howard Lutnick Reports Changes in Beneficial Ownership of Newmark Group, Inc. Stock Following Share Repurchase

Howard Lutnick, a director and 10% owner of Newmark Group, Inc., reported changes in his beneficial ownership following the company's repurchase of shares on May 16, 2025.

Summary

• On May 16, 2025, Newmark Group, Inc. repurchased 10,839,674 shares of Class A common stock.
• Of these, 7,989,936 shares were held directly by Howard Lutnick, and 2,849,738 shares were held indirectly.
• The repurchase price was $11.58 per share, the closing price on the Nasdaq Global Select Market on that date.
• The transactions were approved by the Audit Committee and were made pursuant to the company's existing stock repurchase authorization.
• Lutnick stepped down from his positions with the company, including as a director, but may continue to be deemed a 'director by deputization' for Section 16 purposes.
• Lutnick also stepped down as the managing member of LFA LLC and no longer has a reportable pecuniary interest in shares held by LFA.
• He also disclaims beneficial ownership of shares held by various family and descendant trusts, as well as shares held in custodial accounts for family members who have reached the age of majority.
• Lutnick's indirect pecuniary interest in 3,507,134 shares of Class A Common Stock consists of shares held by CF Group Management, Inc., Tangible Benefits, LLC, KBCR Management Partners, LLC, and various retirement accounts.

Sentiment

Score: 6

Explanation: The document primarily reports a transaction (share repurchase) and changes in beneficial ownership. It's neutral in tone, reflecting standard regulatory reporting. The share repurchase itself could be seen as a slightly positive signal.

Positives

• The share repurchase program indicates the company's confidence in its value and future prospects.
• The transactions were approved by the Audit Committee, suggesting proper oversight and governance.

Industry Context

Share repurchases are a common method for companies to return capital to shareholders and can signal management's belief that the company's stock is undervalued.

Stakeholder Impact

• Shareholders may view the share repurchase as a positive sign, potentially increasing the stock price.
• The share repurchase reduces the number of outstanding shares, which can increase earnings per share.

Key Dates

Keywords

Newmark Group, Howard Lutnick, beneficial ownership, share repurchase, Class A common stock, Form 4, SEC