Form 4: Newmark CEO Barry Gosin Granted 531,022 Exchange Rights

Newmark Group CEO Barry Gosin received a grant of 531,022 exchange rights for partnership units, effective December 31, 2025.

Summary

• Barry M. Gosin, Chief Executive Officer of Newmark Group, Inc. (NMRK), was granted 531,022 exchange rights.
• These exchange rights pertain to 531,022 previously awarded units of Newmark Holdings, L.P. (Holdings Units) that were formerly non-exchangeable.
• The exchangeable Holdings Units can be converted by the holder into shares of Newmark Group, Inc. Class A Common Stock at a current exchange ratio of 0.9258.
• The grant effectively makes 491,620 shares of Class A common stock underlying the derivative security exchangeable (531,022 units * 0.9258 exchange ratio).
• Following this grant, Barry M. Gosin beneficially owns 885,098 exchangeable Holdings Units, which includes 354,076 units held prior to this grant.
• The transaction date for this grant is December 31, 2025, which is also the date the rights become exercisable.
• The grant was approved by the Compensation Committee of the Board of Directors and is exempt under Rule 16b-3 of the Securities Exchange Act of 1934.

Sentiment

Score: 7

Explanation: The filing reports a significant grant of exchange rights to the CEO, which is a positive event for the executive and generally viewed as a positive signal for management retention and alignment of interests, although it does not directly reflect company operational performance.

Positives

• The grant of exchange rights provides increased flexibility and potential liquidity for CEO Barry M. Gosin's holdings.
• This transaction serves as a form of executive compensation and incentive, aligning management's interests with shareholder value.
• The approval by the Compensation Committee indicates adherence to corporate governance standards for executive remuneration.

Future Outlook

The grant of exchange rights, effective December 31, 2025, indicates a future potential for the CEO to convert these partnership units into Class A common stock, providing a future liquidity event or increased direct equity ownership.

Industry Context

This Form 4 filing is specific to an insider transaction and does not provide broader industry context or trends. It reflects an individual executive's compensation structure within Newmark Group, Inc.

Corporate Governance

Stakeholder Impact

• Shareholders: May view the grant as a positive sign of management's continued commitment and alignment with long-term company performance.
• Employees: No direct impact mentioned, but executive compensation practices can influence overall company culture and morale.
• Executive (Barry M. Gosin): Directly benefits from increased flexibility and potential liquidity of his equity holdings.

Next Steps

• The exchangeable Holdings Units can be exchanged by the holder into shares of Class A Common Stock at any time after the effective date of December 31, 2025.

Key Dates

Keywords

Newmark Group, NMRK, Barry Gosin, Form 4, insider transaction, executive compensation, exchange rights, partnership units, Class A common stock