InsiderTrades

Form 4 for NMRK NEWMARK GROUP, INC.

Accepted 2025-02-19 00:00:00 ET · period of report 2025-02-18 · accession 0001437749-25-004358 · SEC index · Original document

Summary rows

Aggregated the way they appear in lists: one row per insider, transaction code and security table.

X Filed Traded Ticker Insider Title Type Price Qty Owned ΔOwn Value
DI 2025-02-19 2025-02-18 NMRK CF GROUP MANAGEMENT INC Managing General Partner CFLP J - Other — -7.22M 0 -100% —
DI 2025-02-19 2025-02-18 NMRK CF GROUP MANAGEMENT INC Managing General Partner CFLP M - OptEx — +7.22M 7.22M New —
D 2025-02-19 2025-02-18 NMRK CF GROUP MANAGEMENT INC Managing General Partner CFLP J - Other — +1.03M 1.03M New —
DI 2025-02-19 2025-02-18 NMRK CF GROUP MANAGEMENT INC Managing General Partner CFLP M - OptEx — -7.78M 19.79M -28% —

Purchase Sale Sale after option exercise All abbreviations

Every reported transaction

#TableSecurityDateCodeA/DSharesPriceOwned afterOwnExercise / expiryUnderlyingFootnotes
1 Common Class A Common Stock, par value $0.01 per share 2025-02-18 J D 7,221,277 — 0 I See footnotes — — (F2) Also on February 18, 2025, in connection with the transaction described in footnote (1) above, CFLP delivered the 7,221,277 shares of Class A Common Stock to those certain current and former partners of CFLP in satisfaction of its deferred share distribution obligations as described in footnote (3) below. CFLP no longer has any remaining deferred share distribution obligations. (F8) Change in form of ownership exempt under Rule 16a-13 of the Exchange Act. (F3) Prior to the transaction described in footnote (2) above, CFLP had deferred stock distribution obligations pursuant to rights provided to certain current and former partners of CFLP which were satisfied by CFLP's delivery of Class A Common Stock described in footnote (2) above, which obligations had related to distributions to its partners that CFLP declared on April 1, 2008 and February 14, 2012 (the "distribution rights shares"). (F7) CF Group Management, Inc. ("CFGM") is the managing general partner of CFLP. CFGM disclaims beneficial ownership of all such securities in excess of its pecuniary interest, if any, and this report shall not be deemed an admission that CFGM is the beneficial owner of, or has pecuniary interest in, any such excess securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose.
2 Common Class A Common Stock, par value $0.01 per share 2025-02-18 M A 7,221,277 — 7,221,277 I See footnotes — — (F1) On February 18, 2025, Cantor Fitzgerald, L.P. ("CFLP") exercised exchange rights with respect to 7,782,387 exchangeable limited partnership interests ("Interests") in Newmark Holdings, L.P. ("Newmark Holdings") at the current exchange ratio of 0.9279 shares per Interest, for 7,221,277 shares of Newmark Group, Inc. ("Newmark Group") Class A common stock, par value $0.01 per share ("Class A Common Stock"), for the purpose of delivering the shares to certain current and former partners of CFLP in satisfaction of the deferred stock distribution obligations described in footnote (3) below. (F6) The exchange rights with respect to the Interests held by CFLP are exercisable at any time for shares of Newmark Group Class B common stock, par value $0.01 per share ("Class B Common Stock"), or, at CFLP's option, Class A Common Stock, at the then-current exchange ratio, which is subject to adjustment. The shares of Class B Common Stock are convertible at any time on a one-for-one basis (subject to adjustment) into shares of Class A Common Stock. (F7) CF Group Management, Inc. ("CFGM") is the managing general partner of CFLP. CFGM disclaims beneficial ownership of all such securities in excess of its pecuniary interest, if any, and this report shall not be deemed an admission that CFGM is the beneficial owner of, or has pecuniary interest in, any such excess securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose.
3 Common Class A Common Stock, par value $0.01 per share 2025-02-18 J A 1,025,612 — 1,025,612 D — — (F2) Also on February 18, 2025, in connection with the transaction described in footnote (1) above, CFLP delivered the 7,221,277 shares of Class A Common Stock to those certain current and former partners of CFLP in satisfaction of its deferred share distribution obligations as described in footnote (3) below. CFLP no longer has any remaining deferred share distribution obligations. (F8) Change in form of ownership exempt under Rule 16a-13 of the Exchange Act. (F4) The delivered shares of Class A Common Stock included an aggregate of 1,025,612 shares delivered to the reporting person in satisfaction of 1,025,612 distribution rights shares. The reporting person reported beneficial ownership of these shares in prior reports. (F3) Prior to the transaction described in footnote (2) above, CFLP had deferred stock distribution obligations pursuant to rights provided to certain current and former partners of CFLP which were satisfied by CFLP's delivery of Class A Common Stock described in footnote (2) above, which obligations had related to distributions to its partners that CFLP declared on April 1, 2008 and February 14, 2012 (the "distribution rights shares").
4 Derivative Newmark Holdings Exchangeable Limited Partnership Interests 2025-02-18 M D 7,782,387 — 19,787,703 I See footnotes — · — to — 7,221,277 Class A or Class B Common Stock, par value $0.01 per share (F1) On February 18, 2025, Cantor Fitzgerald, L.P. ("CFLP") exercised exchange rights with respect to 7,782,387 exchangeable limited partnership interests ("Interests") in Newmark Holdings, L.P. ("Newmark Holdings") at the current exchange ratio of 0.9279 shares per Interest, for 7,221,277 shares of Newmark Group, Inc. ("Newmark Group") Class A common stock, par value $0.01 per share ("Class A Common Stock"), for the purpose of delivering the shares to certain current and former partners of CFLP in satisfaction of the deferred stock distribution obligations described in footnote (3) below. (F6) The exchange rights with respect to the Interests held by CFLP are exercisable at any time for shares of Newmark Group Class B common stock, par value $0.01 per share ("Class B Common Stock"), or, at CFLP's option, Class A Common Stock, at the then-current exchange ratio, which is subject to adjustment. The shares of Class B Common Stock are convertible at any time on a one-for-one basis (subject to adjustment) into shares of Class A Common Stock. (F3) Prior to the transaction described in footnote (2) above, CFLP had deferred stock distribution obligations pursuant to rights provided to certain current and former partners of CFLP which were satisfied by CFLP's delivery of Class A Common Stock described in footnote (2) above, which obligations had related to distributions to its partners that CFLP declared on April 1, 2008 and February 14, 2012 (the "distribution rights shares"). (F5) Consists of Interests held by CFLP. (F2) Also on February 18, 2025, in connection with the transaction described in footnote (1) above, CFLP delivered the 7,221,277 shares of Class A Common Stock to those certain current and former partners of CFLP in satisfaction of its deferred share distribution obligations as described in footnote (3) below. CFLP no longer has any remaining deferred share distribution obligations. (F7) CF Group Management, Inc. ("CFGM") is the managing general partner of CFLP. CFGM disclaims beneficial ownership of all such securities in excess of its pecuniary interest, if any, and this report shall not be deemed an admission that CFGM is the beneficial owner of, or has pecuniary interest in, any such excess securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose.