SCHEDULE: Lutnick Completes Newmark Group Divestiture

Howard W. Lutnick has finalized the divestiture of his holdings in Newmark Group, Inc. following his appointment as the U.S. Secretary of Commerce.

Summary

• Howard W. Lutnick has completed the previously announced divestiture of his holdings in Newmark Group, Inc.
• This divestiture was undertaken in connection with his appointment as the U.S. Secretary of Commerce.
• The sale of his interests was completed on October 6, 2025.
• As a result of the divestiture, Mr. Lutnick no longer possesses any voting or dispositive power over Newmark Group securities.
• Mr. Lutnick has ceased to be a beneficial owner of more than 5% of the Class A Common Stock.
• This Amendment No. 5B is filed solely by Howard W. Lutnick to reflect his zero ownership and cessation as a Reporting Person.
• Immediately following the sale of CFGM voting shares, Newmark Group, Inc. repurchased 4,400 shares of Class A Common Stock from Mr. Lutnick's spouse at a price of $11.04 per share, less $0.048 per share for after-tax dividends.

Sentiment

Score: 5

Explanation: The filing is neutral as it reports the completion of a previously announced and expected personal divestiture, with no direct positive or negative implications for the company's operational or financial performance.

Positives

• The completion of the planned divestiture provides clarity regarding the ownership structure of Newmark Group, Inc.
• The divestiture eliminates potential conflicts of interest for Mr. Lutnick in his role as the U.S. Secretary of Commerce, enhancing corporate governance.

Negatives

• No direct negatives for Newmark Group, Inc. are presented in this filing.

Risks

• No new risks to Newmark Group, Inc. are introduced or highlighted by this filing.

Future Outlook

This filing reports on a completed transaction and does not provide any forward-looking statements or guidance regarding the company's future performance or strategic direction.

Industry Context

This filing primarily concerns a change in individual beneficial ownership due to a government appointment, rather than a direct reflection of broader industry trends or competitive dynamics within the financial services or real estate services sectors where Newmark Group operates. The divestiture ensures compliance with ethical standards for public office holders.

Comparison to Industry Standards

• This filing does not contain information that allows for a direct comparison of Newmark Group's operational or financial results against global industry benchmarks or specific comparable companies/projects. It focuses solely on a change in beneficial ownership.

Management Changes

Corporate Governance

Legal Proceedings

• No legal proceedings or regulatory matters are mentioned in this filing.

Related Party Transactions

• The Company repurchased 4,400 shares of Class A Common Stock from Mr. Lutnick's spouse at a price of $11.04 per share, less $0.048 per share for after-tax dividends.

Stakeholder Impact

• Shareholders: Minimal direct impact as the divestiture was previously announced and is a personal transaction, not affecting company operations or strategy.
• Management: The completion of the divestiture clarifies the ownership structure following a former executive's departure for public service.
• Regulatory Bodies: The filing demonstrates compliance with SEC reporting requirements for changes in beneficial ownership and addresses potential conflicts of interest for a public official.

Next Steps

• No specific future actions or milestones for Newmark Group, Inc. are mentioned in this filing related to the divestiture.

Key Dates

Keywords

Newmark Group, Howard W. Lutnick, SEC filing, Schedule 13D, Divestiture, Beneficial Ownership, Class A Common Stock, Secretary of Commerce, Corporate Governance