10-K: Newmark Reports Strong 2025 Growth, Strategic Expansion

Sentiment:

Annual Report


Newmark Group, Inc. announced robust financial results for 2025, driven by significant revenue increases across all segments and strategic acquisitions.

Capital raiseNewmark issued $600.0 million aggregate principal amount of 7.500% Senior Notes on January 12, 2024, with Cantor purchasing $125.0 million of these notes.The net proceeds from the Senior Notes offering were used to repay the $420.0 million Delayed Draw Term Loan and $130.0 million outstanding revolving debt under the Cantor Credit Agreement.The company may need to raise additional funds through public equity or debt financing if existing cash, operations, and credit facilities are insufficient to fund future activities, including growth and acquisitions.
Better than expectedTotal revenues increased by 20.3% to $3.29 billion in 2025, significantly outpacing prior year growth.Net income available to common stockholders increased by 106.1% to $126.2 million in 2025, demonstrating strong profitability improvement.Fully diluted EPS increased by 100% to $0.68 in 2025, indicating enhanced shareholder value.Capital Markets revenues surged by 35.3%, reflecting robust activity and market share gains in investment sales and commercial mortgage origination.The loan servicing and asset management portfolio grew by 15.2% to a record $211.2 billion, providing a stable and growing revenue stream.

Summary

  • Total revenues for the year ended December 31, 2025, increased by 20.3% to $3.29 billion, up from $2.74 billion in 2024.
  • Net income available to common stockholders more than doubled, rising 106.1% to $126.2 million in 2025, compared to $61.2 million in 2024.
  • Fully diluted earnings per share (EPS) increased by 100% to $0.68 in 2025, from $0.34 in 2024.
  • The company's loan servicing and asset management portfolio grew by 15.2% year-on-year, reaching a record $211.2 billion.
  • Newmark's U.S. Total Debt volumes increased by approximately 100 basis points year-on-year, representing 9.7% of total U.S. commercial and multifamily mortgage originations in 2025.
  • U.S. investment sales volumes increased by approximately 260 basis points versus 2024, reaching 11.4% of overall U.S. volumes in 2025.
  • Strategic acquisitions in Q4 2025 included Real Foundations, Inc. and Catella Valuation Advisors SAS, expanding managed services and valuation capabilities.
  • The Board re-authorized the share repurchase and unit purchase program to an aggregate of $400.0 million in February 2026, with $244.9 million remaining as of December 31, 2025.

Sentiment

Score: 8

Explanation: StockSavvy.ai views this filing as highly positive, reflecting exceptional financial growth, strategic market share expansion, and proactive management of leadership transitions and capital structure. The strong performance across all key business segments and commitment to shareholder returns outweigh the acknowledged macroeconomic uncertainties and competitive landscape.

Positives

  • Total revenues increased significantly by 20.3% to $3.29 billion in 2025.
  • Net income available to common stockholders surged by 106.1% to $126.2 million in 2025.
  • Fully diluted EPS doubled to $0.68 in 2025.
  • Management Services, Servicing Fees and Other revenues grew by 12.4% to $1.24 billion, benefiting from increased outsourcing and a growing servicing portfolio.
  • Leasing and Other Commissions revenues increased by 16.9% to $1.00 billion, driven by strong activity across industrial, office, and retail sectors.
  • Capital Markets revenues saw substantial growth of 35.3% to $1.05 billion, reflecting a 33.9% improvement in investment sales and a 42.4% increase in commercial mortgage origination, net.
  • The loan servicing and asset management portfolio reached a record $211.2 billion, up 15.2% year-on-year, providing stable, predictable recurring revenue.
  • Newmark gained significant market share in U.S. Total Debt volumes (9.7%) and U.S. investment sales volumes (11.4%) in 2025.
  • Strategic acquisitions of Real Foundations, Inc. and Catella Valuation Advisors SAS in Q4 2025 expanded service offerings and international footprint.
  • The company maintains a strong financial position with $229.1 million in cash and cash equivalents and $525.0 million available under its revolving Credit Facility as of December 31, 2025.
  • Employee equity ownership (24% of fully diluted shares) fosters an ownership mindset and promotes cross-selling.
  • The company's average revenue per employee is approximately 75% higher than its U.S.-listed full-service peers in 2025.

Negatives

  • Interest expense, net increased by 2.2% to $32.5 million in 2025, primarily due to higher interest expense on corporate debt.
  • The U.S. unemployment rate (U-3) increased to 4.4% in December 2025 from 4.1% a year earlier, and the U.K. unemployment rate rose to 5.2% from 4.4%.
  • Inflation in both the U.S. (2.7%) and U.K. (3.6%) remained above central bank targets of 2% as of December 31, 2025, potentially leading to sustained higher interest rates.
  • Borrowing costs on warehouse facilities exceeded interest income from loans held for sale in 2025 due to an inverted yield curve.
  • The company's international revenues accounted for only 13% of total revenues in 2025, significantly lower than larger U.S.-listed competitors (31% to 48%).
  • Operating, administrative and other expenses increased by 10.3% to $658.9 million in 2025, partly due to higher pass-through costs and global growth initiatives.

Risks

  • General conditions in the economy, commercial real estate market, and banking sector can materially adversely affect business, financial condition, results of operations, and prospects.
  • Actions taken by central banks in major global economies, including with regards to interest rates, may have a material negative impact on businesses.
  • Operating in a highly competitive industry with numerous competitors, some of which may have greater financial and operational resources.
  • Unforeseen integration obstacles or costs, or failure to achieve anticipated benefits from strategic alliances, acquisitions, dispositions, joint ventures, or hiring new professionals.
  • Exposure to political, economic, legal, regulatory, operational, and other risks inherent in operating in foreign countries, including outbreak of hostilities or instability.
  • Failure to comply with laws, rules, and regulations applicable to commercial real estate brokerage, valuation and advisory, and mortgage transactions may result in significant financial penalties, loss or suspension of licenses, or other penalties.
  • Changes in tax rates, unavailability of certain tax credits or reliefs, or exposure to additional tax liabilities or assessments could adversely affect results of operations and financial condition.
  • Adverse changes in relationships with Government-Sponsored Enterprises (GSEs) and HUD could materially adversely affect the ability to originate and service multifamily real estate loans.
  • A change to the conservatorship of Fannie Mae and Freddie Mac and related actions could have a material adverse effect on business.
  • Inability to protect intellectual property rights or being prevented from using necessary intellectual property.
  • Malicious cyber-attacks and other adverse events affecting operational systems or infrastructure, or those of third parties, could disrupt business, result in disclosure of confidential information, damage reputation, and cause losses or regulatory penalties.
  • Challenges with properly managing the use of Artificial Intelligence (AI) could result in competitive harm, regulatory action, legal liability, and brand or reputational harm.
  • Leadership changes and the resulting transition following Mr. Howard Lutnick's departure, the loss of key employees, and the ability of certain key employees to devote adequate time and attention to Newmark.
  • Declines in or terminations of servicing engagements or breaches of servicing agreements could have a material adverse effect on business.
  • Indebtedness could adversely affect the ability to raise additional capital, limit reaction to economic changes, expose to interest rate risk, impact credit ratings, and prevent meeting or refinancing obligations.
  • Potential obligation to pay Cantor for a significant portion of tax benefits relating to tax depreciation or amortization deductions from exchanges of Newmark Holdings interests.
  • As a holding company, Newmark is dependent upon distributions from Newmark OpCo to pay dividends, taxes, and indebtedness.
  • Reductions in quarterly cash dividends and distributions by Newmark Holdings to its partners may reduce the value of common stock.
  • Control by Cantor and CFGM, which are controlled by Mr. Brandon Lutnick, whose interests may conflict with Newmark's and may exercise control in a way that favors their interests.
  • Significant dilution for purchasers of Class A common stock due to future sales of shares, and the perception of such sales.
  • Ongoing scrutiny and changing expectations regarding corporate responsibility practices may result in additional costs or risks.
  • Increasing financial, regulatory, and transitional risks associated with the effects of climate change.

Future Outlook

Newmark anticipates continued growth in its recurring revenue businesses due to persistent outsourcing trends. The company expects interest rate stabilization and record commercial and multifamily mortgage maturities to accelerate real estate capital markets activity, leading to further improvements in industry debt volumes and investment sales. Newmark projects continued market share gains, supported by investments in talent, client relationships, and brand strength, and plans to increase its international headcount as global operations expand. The pipeline of new office construction is expected to decrease dramatically, which should improve office fundamentals, and economists anticipate major central banks to either lower or hold short-term rates steady over the next two years, despite inflation remaining above target.

Management Comments

  • Our goal is to lead with extraordinary talent, data, and analytics, which together allow us to provide strategic and specialized advice.
  • We believe our long-term growth has been a result of our management team's strong understanding of commercial real estate as an asset class, long-term vision and deep relationships with users and owners, our strong culture of innovation and collaboration, our ability to adapt to the evolving market and to shifts in the demand for our services, and our proven track record of attracting and retaining the industry's best talent.
  • We believe that these additions [of client-facing professionals] further demonstrate the strength of our global brand, and the value of our substantial investments in data, analytics, and talent.
  • As more of Newmark's recently added team members ramp up, we expect to further improve our productivity and earnings over time, all else equal.
  • We expect these outsourcing trends to persist for the foreseeable future, which should benefit our recurring revenue businesses as we continue to invest in areas including property, project, and facilities management, as well across our growing suite of managed services offerings.
  • We believe current market conditions remain favorable for a continued recovery of industry capital markets volumes.
  • We anticipate a significant portion of debt maturities to be resolved not only through refinancing, which should help our mortgage brokerage and origination businesses, but also through the kinds of more complex and sophisticated restructurings, loan sales, and recapitalizations in which Newmark specializes.
  • We anticipate further market share gains over time [in Capital Markets] given Newmark's investments in talent, deep relationships with clients, and the strength of our brand.

Industry Context

StockSavvy.ai notes that Newmark's strong performance in 2025, particularly in Capital Markets and Management Services, aligns with broader industry trends of increasing institutional investor demand for commercial real estate and a growing shift towards outsourcing real estate services. The company's reported market share gains in U.S. Total Debt and investment sales suggest it is outperforming the overall market recovery. The emphasis on technology and AI integration positions Newmark to capitalize on the evolving digital landscape in commercial real estate, a trend also observed among its larger competitors like CBRE and JLL. The anticipated stabilization of interest rates and significant commercial mortgage debt maturities are expected to fuel continued transaction activity, providing a favorable backdrop for Newmark's core businesses.

Comparison to Industry Standards

  • Newmark's total revenues increased by a CAGR of approximately 21% between 2011 and 2025, which is believed to be greater than the average for publicly traded commercial real estate services peers listed in the U.S. (e.g., CBRE Group, Inc., Colliers International Group Inc., Cushman & Wakefield PLC, Jones Lang LaSalle Incorporated, Savills plc).
  • Newmark's total average revenue per employee was approximately 75% higher than the average for its U.S.-listed full-service peers in 2025, indicating superior productivity.
  • In 2025, approximately 13% of Newmark's revenues were from international sources, while its largest, full-service, U.S.-listed competitors generated approximately 31% to 48% of their revenues outside the U.S., highlighting a significant opportunity for international expansion.
  • Newmark is ranked #1 in 'Top Mortgage Banking & Brokerage Firms' and 'Top Office Brokers' by Commercial Property Executive & Multi-Housing News and Real Estate Alert, respectively, in 2025, demonstrating strong competitive positioning in key segments.
  • The company's U.S. Total Debt volumes (9.7% of total originations) and U.S. investment sales volumes (11.4% of overall volumes) in 2025 represent substantial increases in market share compared to 2015 (1.5% and 3.3% respectively), indicating strong competitive gains against both large and specialized firms like Berkadia and Eastdil Secured.

Management Changes

RolePrevious PersonNew PersonEffective DateReason
Chairman of the Board and Executive ChairmanMr. Howard W. Lutnick2025-02-18Confirmed as the 41st U.S. Secretary of Commerce.
Board MemberMr. Kyle Lutnick2025-02-18Appointment following Mr. Howard Lutnick's departure.
Chairman of the BoardMr. Howard W. LutnickMr. Stephen M. Merkel2025-02-18Appointment following Mr. Howard Lutnick's departure.
Principal Executive OfficerMr. Howard W. LutnickMr. Barry M. Gosin2025-02-18Appointment following Mr. Howard Lutnick's departure.
Chairman of Newmark & Company Real Estate, Inc.Mr. Barry M. Gosin2025-02-18Appointment following Mr. Howard Lutnick's departure.
Chief Operating OfficerLuis Alvarado2025-04-07Part of leadership development initiatives.

Corporate Governance

Change TypeDescriptionEffective DateImpact Assessment
Leadership TransitionMr. Howard W. Lutnick stepped down as Chairman and Executive Chairman, leading to new appointments for Chairman of the Board (Stephen M. Merkel), Principal Executive Officer (Barry M. Gosin), and a new Board member (Kyle Lutnick).2025-02-18Ensures continuity of leadership and compliance with U.S. government ethics rules following Mr. Lutnick's confirmation as Secretary of Commerce.
Control StructureMr. Howard W. Lutnick completed divestiture of his holdings in Newmark, Cantor, and CFGM, transferring control of CFGM to trusts controlled by Mr. Brandon Lutnick. Mr. Brandon Lutnick now beneficially owns 57.8% of total voting power.2025-10-06Maintains concentrated voting control within the Lutnick family, potentially influencing strategic decisions and stockholder matters.
Voting AgreementLutnick Family Voting Agreement became effective, governing voting and transfer of Lutnick Family Voting Agreement Securities, with Mr. Brandon Lutnick as Controlling Investment Trustee.2025-10-06Formalizes voting control mechanisms for significant corporate actions and director elections within the Lutnick family.
Anti-Takeover ProvisionsCompany elected not to be subject to DGCL Section 203, but Certificate of Incorporation contains similar provisions, exempting Qualified Class B Holders.N/ADesigned to discourage coercive takeover practices and inadequate takeover bids, potentially limiting opportunities for Class A stockholders to receive a premium for their shares.
Bylaw AmendmentsBylaws require advance written notice for stockholder proposals/director nominations and majority approval of outstanding capital stock or Board for amendments.N/AProvides stability in corporate governance and limits the ability of minority shareholders to influence corporate actions.
Corporate Opportunity PolicyCertificate of Incorporation includes provisions regulating potential conflicts of interest, allowing Cantor and BGC to pursue corporate opportunities similar to Newmark's.N/AMay make it easier for Cantor or BGC to compete with Newmark, potentially harming Newmark's business.
Related Party Transaction OversightFuture material related-party transactions with Cantor and its affiliates are subject to prior approval by the Audit Committee.N/AProvides a mechanism for independent oversight of transactions that could present conflicts of interest.
Compensation Recovery PolicyAdopted a Clawback Policy for executive officers for incentive-based compensation in the event of an accounting restatement due to material noncompliance.N/AEnhances accountability for executive compensation tied to financial reporting accuracy.
Corporate Responsibility OversightBoard-level Corporate Responsibility Committee provides oversight for corporate responsibility, governance, environmental, and sustainability policies and practices.N/ADemonstrates commitment to ESG principles and aims to create long-term value for stakeholders.

Legal Proceedings

  • Consolidated Shareholder Action (Garfield v. Lutnick, Cardinal Capital Management v. Lutnick) regarding Mr. Howard Lutnick's December 2021 bonus award and June 2021 partnership units exchange was settled for a $50 million cash payment to Newmark from insurers, approved by the Delaware Court of Chancery on August 13, 2025.
  • A class action complaint (March 9, 2023) against Cantor, BGC Holdings, and Newmark Holdings alleging breach of contract and antitrust violations related to non-compete and economic forfeiture provisions was dismissed by the District Court on December 2, 2024, and affirmed by the U.S. Court of Appeals for the Third Circuit on December 15, 2025.

Related Party Transactions

  • Newmark received $33.3 million in administrative services from Cantor and its subsidiaries in 2025.
  • Loans, forgivable loans, and other receivables from employees and partners totaled $862.2 million as of December 31, 2025.
  • Newmark recognized $1.6 million in servicing revenues from loans serviced for CCRE in 2025.
  • Mr. Howard W. Lutnick sold 10,969,533 shares of Newmark Class A common stock to the company for $11.58 per share on May 16, 2025, as part of his divestiture to comply with U.S. government ethics rules.
  • Mr. Howard W. Lutnick completed the divestiture of all his holdings in Newmark, Cantor, and CFGM on October 6, 2025, with control of CFGM transferring to trusts controlled by Mr. Brandon Lutnick.
  • Mr. Howard W. Lutnick was granted and exercised exchange rights for PSUs and Class A common stock on February 5, 2025.
  • Barry M. Gosin's 2024 Employment Agreement included a $5.0 million cash payment, 1,694,915 NPSUs, and a $1.5 million cash bonus for 2026. The company also purchased 795,376 of his LPUs for $14.19 per unit on September 23, 2024.
  • Michael J. Rispoli received exchangeability on PSUs and PPSUs on October 1, 2025, and October 1, 2024.
  • Stephen M. Merkel was granted 68,302 shares of Newmark Class A common stock and had 73,657 PPSUs redeemed on July 29, 2025.
  • Luis Alvarado's two sons, Joseph and Robert Alvarado, are employed by a Newmark subsidiary, with total compensation of approximately $860,000 and $230,000 respectively in 2025.
  • The Audit Committee authorized entities with executive officer non-controlling interests to engage Newmark for ordinary course real estate services at customary fees.
  • Newmark received a $395,000 referral fee payment from CF&Co on January 30, 2025, and a $1,000,000 referral fee payment from a Cantor affiliate on November 20, 2025.
  • Cantor purchased $125.0 million aggregate principal amount of Newmark's 7.500% Senior Notes issued on January 12, 2024.
  • A Tax Receivable Agreement with Cantor provides for Newmark to pay Cantor 85% of cash savings from tax basis step-ups, resulting in a $19.5 million tax receivable and a $17.5 million liability to Cantor as of December 31, 2025.

Stakeholder Impact

  • Shareholders: Benefited from increased net income, EPS, and a consistent quarterly dividend. The re-authorized share repurchase program indicates continued capital return, though potential future stock sales could lead to dilution.
  • Employees: Benefit from performance-based compensation, equity/partnership stakes, and retention efforts. However, the company engages in cost-savings initiatives, including potential reductions in employee numbers, which could impact some staff.
  • Clients: Gain from Newmark's expanded service offerings, technological advancements, and data-driven advisory services, leading to increased efficiency and optimized real estate portfolios.
  • Creditors: The company's debt obligations and credit ratings are important for borrowing costs and access to financing. The issuance of Senior Notes and repayment of other debt demonstrate active debt management.
  • Cantor Fitzgerald, L.P. and CF Group Management, Inc.: Maintain significant control over Newmark through Class B common stock and have substantial related-party transactions, which could create conflicts of interest but also provide strategic alignment.

Next Steps

  • Continue to invest in expanding businesses outside of North America, increasing international headcount.
  • Further improve productivity and earnings as recently added team members ramp up.
  • Benefit from continued outsourcing trends by investing in property, project, and facilities management, and managed services offerings.
  • Drive further cross-selling between service lines to benefit the loan servicing and asset management business.
  • Assess long-term leadership options and advance succession planning efforts for the company's most senior executives, including the Chief Executive Officer.
  • File Amendment No. 1 to the Form 10-K for the fiscal year ended 2025 or the definitive proxy statement for its 2026 annual meeting of stockholders on or before April 30, 2026.
  • Implement energy efficiency initiatives and explore renewable energy supply to minimize environmental impact and carbon footprint.

Key Dates

DateDescription
2017-12-13Separation and Distribution Agreement, Exchange Agreement, and Tax Receivable Agreement entered into.
2017-12-19Copies of amended and restated certificate of incorporation and bylaws incorporated by reference.
2018-11-30Spin-Off from BGC Partners completed, Newmark became a separate publicly traded company. Unsecured credit agreement entered into with Cantor Fitzgerald, L.P.
2023-02-10Barry Gosin entered into the 2023 Gosin Employment Agreement.
2023-03-10Newmark Holdings entered into an amendment to its limited partnership agreement (LPA Amendment).
2023-07-01BGC Partners, Inc. completed its Corporate Conversion, becoming a wholly owned subsidiary of BGC Group, Inc.
2023-08-10Newmark entered into a Delayed Draw Term Loan Credit Agreement for $420.0 million.
2023-11-14Newmark borrowed $420.0 million under the Delayed Draw Term Loan Credit Agreement.
2023-11-15The company's $550.0 million 6.125% Senior Notes matured and were repaid.
2023-12-20First Amendment to the Cantor Credit Agreement entered into; Newmark drew $130.0 million of Newmark Revolving Loans to repay Credit Facility balance.
2024-01-12Newmark closed its offering of $600.0 million aggregate principal amount of 7.500% Senior Notes due 2029. Proceeds used to repay Delayed Draw Term Loan and Cantor Credit Agreement balance.
2024-04-26Newmark amended and restated its Credit Agreement, extending the maturity date to April 26, 2027.
2024-08-07Barry Gosin entered into the 2024 Gosin Employment Agreement.
2024-10-17Stockholders approved amending and restating the Equity Plan to increase authorized shares to 500.0 million.
2024-11-04Board re-authorized share repurchase and unit purchase authorization up to $400.0 million.
2024-12-21Parties to the Consolidated Shareholder Action agreed to settle the matter for a cash payment of $50 million to Newmark from insurers.
2025-02-18Mr. Howard W. Lutnick confirmed as U.S. Secretary of Commerce, stepped down as Chairman of the Board and Executive Chairman. Mr. Kyle Lutnick appointed to Board. Mr. Stephen M. Merkel appointed Chairman of the Board. Mr. Barry M. Gosin appointed Principal Executive Officer and Chairman of Newmark & Co.
2025-04-07Luis Alvarado appointed Chief Operating Officer.
2025-05-16Mr. Howard Lutnick agreed to sell 11.0 million shares of Newmark Class A common stock to Newmark. Lutnick Family Voting Agreement became effective.
2025-05-19Closing of the sale of 10,839,674 shares of Class A common stock from Mr. Howard Lutnick to Newmark.
2025-07-29Compensation Committee granted Mr. Merkel Class A common stock and redeemed PPSUs.
2025-08-13Delaware Court of Chancery approved the settlement of the Consolidated Shareholder Action.
2025-10-03Newmark completed the acquisition of Real Foundations, Inc. and its subsidiaries.
2025-10-06Mr. Howard Lutnick completed the divestiture of his holdings in Newmark, Cantor, and CFGM. Mr. Brandon Lutnick gained control of CFGM.
2025-11-24Newmark completed the acquisition of Catella Valuation Advisors SAS.
2026-02-13Board declared a quarterly cash dividend of $0.03 per share payable on March 27, 2026.
2026-02-18Board increased Newmark's share repurchase and unit redemption authorization to $400.0 million.
2026-02-24Latest practicable date for common stock outstanding figures.
2026-03-02Filing date of the Annual Report on Form 10-K.

Recommendation

strong buy

Newmark's 2025 financial results demonstrate exceptional growth, with revenues up 20.3% and net income more than doubling. The company has significantly expanded its market share in key Capital Markets segments and grown its stable loan servicing portfolio. Strategic acquisitions and a strong focus on technology and outsourcing position Newmark for continued leadership in a recovering commercial real estate market. The re-authorized share repurchase program and consistent dividend signal strong shareholder value creation. Despite macroeconomic uncertainties, Newmark's robust performance, strategic initiatives, and experienced management team make it a compelling investment.

Keywords

Commercial Real Estate, Financial Services, Capital Markets, Mortgage Origination, Loan Servicing, Investment Sales, Leasing, Valuation & Advisory, Property Management, Outsourcing, SEC Filing, 10-K, Newmark Group, NMRK, Corporate Governance, Risk Management, Dual Class Stock, Related Party Transactions, AI in Real Estate

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