Form 4 for NMRK NEWMARK GROUP, INC.
Accepted 2025-10-02 00:00:00 ET · period of report 2025-10-01 · accession 0001437749-25-030356 · 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| D | 2025-10-02 | 2025-10-01 | NMRK | Rispoli Michael J. | CFO | F - Tax | $18.49 | -7,293 | 730.0K | -1.0% | -$134.8K |
| D | 2025-10-02 | 2025-10-01 | NMRK | Rispoli Michael J. | CFO | A - Grant | — | +4,378 | 36.0K | +14% | — |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Class A Common Stock, par value $0.01 per share | 2025-10-01 | F | D | 7,293 | $18.49 | 730,041 | D | — | — | (F1) On October 1, 2025, pursuant to the vesting schedule of the restricted stock units ("RSUs") granted under the reporting person's employment agreement (the "2022 Employment Agreement"), which each represent a contingent right to receive one share of Class A Common Stock, par value $0.01 per share ("Class A Common Stock") of Newmark Group, Inc. (the "Company"), 14,285 RSUs became vested and issuable as shares of Class A Common Stock to the reporting person. The reported transaction involved the withholding by the Company of 7,293 shares of Class A Common Stock for taxes. The remaining 6,992 shares of Class A Common Stock were issued to the reporting person. (F4) Also consists of 87,204 shares of Class A Common Stock of the Company held directly after the vesting and withholding described in Footnote 1. (F2) Consists of 414,275 shares of Class A Common Stock of the Company represented by RSUs granted in connection with the 2022 Employment Agreement, divided into five tranches of 100,000 RSUs each that vest in 1/7 increments on a seven-year schedule, one of which vests on October 1 of each year commencing October 1, 2023, and the remaining four of which vest on March 15 of each year commencing on each of March 15, 2024, 2025, 2026, and 2027. (F3) Also consists of 228,562 shares of Class A Common Stock of the Company represented by RSUs granted in connection with the 2022 Employment Agreement, divided into five tranches of 50,000 RSUs each that vest in 1/7 increments on March 15 of each year commencing on each of March 15, 2024, 2025, 2026, 2027 and 2028. |
| 2 | Derivative | Newmark Holdings Exchangeable Limited Partnership Interests | 2025-10-01 | A | A | 4,378 | — | 35,976 | D | — · — to — | — Class A common stock, par value $0.01 per share | (F5) Consists of a grant of 4,378 exchange rights with respect to 4,378 previously awarded units ("Holdings Units") of Newmark Holdings, L.P. that were previously non-exchangeable. The total number of exchangeable Holdings Units held by the reporting person also includes 31,598 exchangeable Holdings Units held by the reporting person prior to such grant. Exchangeable Holdings Units are exchangeable by the holder at any time into shares of Class A Common Stock at the then-current exchange ratio, which is currently 0.9273, but is subject to adjustment. The grant was approved by the Compensation Committee of the Board of Directors of the Company and is exempt pursuant to Rule 16b-3 under the Exchange Act. |