Form 4: Newmark Director Gifts Shares to Charity

Brandon Lutnick, a Director and 10% owner of Newmark Group, Inc., gifted 145,181 shares of Class A Common Stock to a charitable organization.

Summary

• Brandon Lutnick, a Director and 10% owner of Newmark Group, Inc. (NMRK), reported a transaction on December 12, 2025.
• The transaction involved a gift of 145,181 shares of Class A Common Stock, par value $0.01 per share, to a charitable organization.
• These gifted shares were previously indirectly beneficially owned by Brandon Lutnick through a trust account for the benefit of the descendants of the Lutnick family.
• Prior to the gift, the 145,181 shares were distributed from the trust to Brandon Lutnick, making them directly beneficially owned before the charitable donation.
• Following this transaction, Brandon Lutnick directly beneficially owns 3,335 shares of Class A Common Stock.
• Indirect beneficial ownership after the transaction totals 4,242,864 shares of Class A Common Stock.
• This indirect ownership includes shares held by CF Group Management, Inc. (1,025,612 shares), KBCR Management Partners, LLC (1,362,415 shares), Tangible Benefits, LLC (746,955 shares), LFA, LLC (99,146 shares), various Lutnick family descendant trusts (762,622 shares), and other Lutnick family trusts (246,114 shares).
• Brandon Lutnick disclaims beneficial ownership of all securities held by CFGM, KBCR, Tangible Benefits, LFA, and the trusts in excess of his pecuniary interest.

Sentiment

Score: 6

Explanation: Neutral to slightly positive. While it reduces direct ownership, it's a charitable gift, which is generally viewed positively from a corporate social responsibility perspective, and the overall indirect ownership remains substantial. It's not a sale for personal gain.

Positives

• A significant charitable donation by a key insider, demonstrating philanthropic engagement.

Negatives

• A reduction in direct beneficial ownership by a key insider, although this is due to a gift rather than a sale for profit.

Future Outlook

No forward-looking statements or guidance are provided in this Form 4 filing, which reports a past transaction.

Management Comments

• The reporting person disclaims beneficial ownership of all securities held by CFGM, KBCR, Tangible Benefits, LFA, and the trusts in excess of his pecuniary interest, if any, and this report shall not be deemed an admission that he is the beneficial owner of, or has pecuniary interest in, any such excess securities for purposes of Section 16 of the Exchange Act, or for any other purpose.

Industry Context

This Form 4 filing is a routine disclosure of an insider transaction and does not provide information directly related to broader industry trends or competitive landscape for Newmark Group, Inc. It reflects a personal financial decision by a key executive and owner.

Comparison to Industry Standards

• This filing reports an insider stock gift, which is a personal transaction and not directly comparable to industry-wide operational or financial benchmarks. It is a standard disclosure required for Section 16 reporting persons.

Related Party Transactions

• The filing details indirect beneficial ownership through entities such as CF Group Management, Inc., KBCR Management Partners, LLC, Tangible Benefits, LLC, LFA, LLC, and various trust accounts for the benefit of the Lutnick family descendants and the Lutnick family. Brandon Lutnick's relationship to these entities (e.g., Chairman and CEO of CFGM, manager of KBCR, Tangible Benefits, LFA, and trustee of trusts) indicates related party dealings in the context of beneficial ownership.

Stakeholder Impact

• Shareholders: A slight reduction in direct insider ownership, but overall beneficial ownership remains significant, indicating continued alignment with company performance. The gift is a personal philanthropic act.
• Charitable Organization: Receives 145,181 shares of Newmark Group, Inc. Class A Common Stock.

Key Dates

Recommendation

This Form 4 reports a charitable gift of shares by a director and 10% owner. It does not provide new information regarding the company's operational performance, financial health, or strategic direction that would warrant a change in investment recommendation. The insider's overall beneficial ownership remains substantial, suggesting continued alignment with the company's long-term interests. Therefore, a 'hold' recommendation is appropriate as this transaction is a personal event rather than a corporate performance indicator.

Keywords

Newmark Group, NMRK, Brandon Lutnick, SEC Form 4, Insider Transaction, Stock Gift, Beneficial Ownership, Class A Common Stock, Charitable Donation