NEWMARK GROUP, INC. — Director's Dealing 2024

Oct 3, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NEWMARK GROUP, INC. (NMRK)
CIK: 0001690680
Period of Report: 2024-10-01

Reporting Person: Rispoli Michael J. (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-10-01	Class A Common Stock, par value $0.01 per share	F	7293	$15.62	Disposed	752788	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-10-01	Newmark Holdings Exchangeable Limited Partnership Interests	$	A	4378	Acquired		Class A common stock, par value $0.01 per share ()	Direct

Footnotes

F1: On September 29, 2022, in connection with the execution of an employment agreement (the "2022 Employment Agreement"), the reporting person received a grant of restricted stock units ("RSUs") 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") granted under the Company's Long Term Incentive Plan. The grant, which was previously reported, 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, as amended (the "Exchange Act").

F2: (This footnote is a continuation of the prior footnote.) On October 1, 2024, pursuant to the vesting schedule of the RSUs granted under the 2022 Employment Agreement, 14,285 RSUs became vested and issuable as 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 withheld for taxes. The remaining 6,992 shares of Class A Common Stock were issued to the reporting person.

F3: Consists of 457,135 shares of Class A Common Stock of the Company represented by RSUs granted in connection with the 2022 Employment Agreement, divided into tranches of 100,000 RSUs each that vest on a seven-year schedule.

F4: Also consists of 242,852 shares of Class A Common Stock of the Company represented by RSUs granted in connection with the 2022 Employment Agreement, divided in tranches of 50,000 RSUs each that vest on a seven-year schedule.

F5: Also consists of 52,801 shares of Class A Common Stock of the Company held directly after the vesting and withholding described in Footnotes 1 and 2.

F6: 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 27,220 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 0.9248, 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.