SCHEDULE: Newmark Control Shifts to Brandon Lutnick's Trusts

Howard W. Lutnick completed the divestiture of his Newmark Group holdings, transferring significant voting power to trusts controlled by Brandon G. Lutnick.

Summary

• Howard W. Lutnick completed the divestiture of his holdings in Newmark Group, Inc. on October 6, 2025, in connection with his appointment as the U.S. Secretary of Commerce.
• Trusts controlled by Brandon G. Lutnick acquired all voting shares of CF Group Management, Inc. (CFGM), the managing general partner of Cantor Fitzgerald, L.P. (CFLP), for an aggregate purchase price of $200,000.
• These trusts also acquired interests in Tangible Benefits, LLC and KBCR Management Partners, LLC, which hold Newmark shares, for an aggregate purchase price of $13,096,795.70.
• Following these transactions, Brandon G. Lutnick is deemed to beneficially own 58.6% of the total voting power of Newmark's outstanding Common Stock.
• Howard W. Lutnick no longer has voting or dispositive power over Newmark securities and will file a final amendment to reflect zero ownership.
• A Voting and Transfer Agreement, effective October 6, 2025, was established among various Lutnick family trusts and entities, governing the voting and transfer of 'Covered Equity Securities' in companies like Newmark and BGC Group, Inc.
• Howard W. Lutnick granted an irrevocable proxy to Brandon G. Lutnick for voting shares beneficially owned by HWL as of the September 23, 2025 record date for the 2025 Annual Meeting.

Sentiment

Score: 7

Explanation: The filing details a planned and executed transfer of control and ownership within a family, driven by a personal appointment. It clarifies the new ownership structure and governance, which is a positive for transparency and stability, but does not inherently indicate positive or negative operational performance or market opportunities for Newmark Group, Inc. The smooth execution of a complex family and trust restructuring is a positive from a governance perspective.

Positives

• A clear succession plan for voting control within the Lutnick family has been executed, providing stability.
• Howard W. Lutnick's divestiture aligns with his new role as U.S. Secretary of Commerce, avoiding potential conflicts of interest.
• The establishment of a formal Voting and Transfer Agreement provides a structured governance framework for significant equity holdings.

Risks

• The purchase agreements include conditions for closing, such as no restraining orders or injunctions preventing the sale, and obtaining all required governmental consents and approvals. Failure to meet these conditions could prevent consummation.
• The agreements contain representations and warranties from both seller and buyer regarding trust existence, authority, non-contravention, title, and absence of litigation. Breaches of these could lead to termination or legal disputes.

Future Outlook

Howard W. Lutnick will file a final amendment to his Schedule 13D to reflect zero ownership in Newmark Group, Inc. The newly established Voting and Transfer Agreement will govern future voting and transfer decisions for significant equity holdings within the Lutnick family and related entities, ensuring a structured approach to corporate governance.

Industry Context

This filing primarily concerns internal family and trust-related transfers of ownership and control, driven by a personal appointment (U.S. Secretary of Commerce). It does not directly reflect broader industry trends or competitive positioning, but rather a significant corporate governance shift for Newmark Group, Inc. and its affiliates (CFLP, BGC Group, Inc.) by consolidating control within the next generation of the Lutnick family.

Comparison to Industry Standards

• The divestiture by Howard W. Lutnick due to a government appointment is a standard practice to avoid conflicts of interest, comparable to similar situations where executives take public office.
• The establishment of a detailed Voting and Transfer Agreement among family trusts for significant equity holdings is a common corporate governance mechanism in family-controlled public companies to ensure continuity and coordinated decision-on-making across generations.

Management Changes

Corporate Governance

Related Party Transactions

• Sale of CF Group Management, Inc. voting shares from Howard W. Lutnick Revocable Trust to Management Trusts controlled by Kyle S. Lutnick, Brandon G. Lutnick, Casey J. Lutnick, and Ryan G. Lutnick for $200,000.
• Sale of interests in Tangible Benefits, LLC and KBCR Management Partners, LLC from trusts controlled by Howard W. Lutnick to trusts controlled by Brandon G. Lutnick for $13,096,795.70.
• Sale of 14.75% of LFA, LLC from Allison Lutnick to Lutnick 1999 Descendants Trust for $1,924,896.53.
• Granting of an irrevocable proxy by Howard W. Lutnick to Brandon G. Lutnick for voting shares beneficially owned by HWL as of the record date for the 2025 Annual Meeting.
• Establishment of a Voting and Transfer Agreement among various Lutnick family trusts and entities to govern the voting and transfer of 'Covered Equity Securities'.

Stakeholder Impact

• Shareholders: The shift in control to Brandon G. Lutnick and related trusts consolidates voting power, potentially leading to a more unified long-term strategic direction for Newmark.
• Management: The formalization of Brandon G. Lutnick's leadership role (as Controlling Investment Trustee and CEO of CFGM) provides clarity in the management structure.
• Employees/Partners (CFLP): The pledge of 5,000,000 Class B Common Stock by CFLP to Bank of America, N.A. is related to a loan program for certain employees and partners, indicating ongoing support for internal stakeholders.

Next Steps

• Howard W. Lutnick will file Amendment No. 5B to the Original 13D to reflect his zero ownership.
• The Voting and Transfer Agreement will govern future voting and transfer decisions for Covered Equity Securities.
• Brandon G. Lutnick will vote shares subject to the irrevocable proxy at the 2025 Annual Meeting of Stockholders.

Key Dates

Recommendation

This filing primarily details a pre-announced internal family and trust restructuring of ownership and voting control, driven by Howard W. Lutnick's government appointment. It does not contain information that would fundamentally alter the investment thesis for Newmark Group, Inc. The consolidation of control under Brandon G. Lutnick and the establishment of a formal governance agreement provide clarity and stability, which are generally neutral to slightly positive, but do not warrant a change in investment recommendation based solely on this filing.

Keywords

Newmark Group, SEC filing, Schedule 13D, Howard W. Lutnick, Brandon G. Lutnick, divestiture, beneficial ownership, corporate governance, family trusts, Cantor Fitzgerald, CF Group Management, voting power, KBCR, Tangible Benefits, LFA, proxy