Form 4: Newmark Director's Firm Boosts Partnership Holdings

Brandon Lutnick's affiliated entity, Cantor Fitzgerald, L.P., acquired 595,632 exchangeable limited partnership interests in Newmark Holdings, increasing its indirect beneficial ownership.

Summary

• Brandon Lutnick, a Director and 10% Owner of Newmark Group, Inc. (NMRK), reported an indirect acquisition of derivative securities.
• On November 18, 2025, Cantor Fitzgerald, L.P. (CFLP), an entity where Lutnick serves as Chairman and CEO, purchased 595,632 exchangeable limited partnership interests in Newmark Holdings, L.P.
• These acquired interests are currently exchangeable for an aggregate of 551,436 shares of Newmark Class B common stock (or, at CFLP's option, 324,321 shares of Class A common stock) at an exchange ratio of 0.9258 shares per interest.
• The acquisition included 524,108 interests purchased from Newmark Holdings for $1,909,908, resulting from the redemption of non-exchangeable founding partner units.
• Additionally, 71,254 interests were purchased from Newmark Holdings for $302,750, resulting from the exchange of exchangeable founding partner units.
• Following this transaction, CFLP's total beneficial ownership of Newmark Holdings exchangeable limited partnership interests stands at 20,383,335, which are convertible into 18,870,892 shares of Newmark Class B or Class A Common Stock.
• The transaction was exempt pursuant to Rule 16b-3 under the Securities Exchange Act of 1934.

Sentiment

Score: 6

Explanation: The sentiment is moderately positive. An insider-related entity increasing its stake can be viewed as a sign of confidence in the company's future, although the transaction itself is an internal restructuring/compensation event rather than a direct market purchase.

Positives

• Increased indirect ownership by a director and 10% owner's affiliated entity, potentially signaling confidence in the company's future prospects.
• The transaction was conducted under Rule 16b-3, indicating it was part of a pre-approved plan or compensation arrangement, which can be a sign of structured corporate governance.

Future Outlook

This filing does not contain specific forward-looking statements or guidance regarding the company's future performance or strategic direction, focusing solely on a reported insider transaction.

Management Comments

• The reporting person disclaims beneficial ownership of all securities held by CFLP 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 insider transaction reflects an internal capital allocation or compensation event within the broader Newmark/Cantor Fitzgerald ecosystem. While not directly indicative of broader industry trends, significant insider activity can sometimes signal management's view on the company's valuation or future prospects within its sector.

Related Party Transactions

• Cantor Fitzgerald, L.P. (CFLP), an entity where Brandon Lutnick (the reporting person, a Director and 10% Owner of Newmark Group, Inc.) is Chairman and CEO, purchased exchangeable limited partnership interests from Newmark Holdings, L.P. This constitutes a related party transaction due to the common control and significant influence.

Stakeholder Impact

• Shareholders: The increase in indirect insider ownership by an entity affiliated with a director and 10% owner may be perceived positively, suggesting alignment of interests and confidence in the company's long-term value.
• Employees, Customers, Suppliers, Creditors: No direct or immediate impact on these stakeholders is indicated by this specific filing.

Key Dates

Keywords

Newmark Group Inc, NMRK, Brandon Lutnick, Cantor Fitzgerald, Insider Transaction, Beneficial Ownership, Partnership Interests, Equity Acquisition, Director Transaction, SEC Form 4