NEWMARK GROUP, INC. — Director's Dealing 2025

Feb 19, 2025

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NEWMARK GROUP, INC. (NMRK)
CIK: 0001690680
Period of Report: 2025-02-18

Reporting Person: CANTOR FITZGERALD, L. P. (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2025-02-18	Class A Common Stock, par value $0.01 per share	M	7221277	—	Acquired	7221277	Direct
2025-02-18	Class A Common Stock, par value $0.01 per share	J	7221277	—	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2025-02-18	Newmark Holdings Exchangeable Limited Partnership Interests	$	M	7782387	Disposed		Class A or Class B Common Stock, par value $0.01 per share (7221277)	Direct

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.

F2: Also on February 18, 2025, in connection with the transaction 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. The reporting person previously disclosed its intent to satisfy such distribution obligations through delivery of shares of Class A Common Stock acquired upon the exercise of exchange rights with respect to its Interests, as reported in this Form 4, and disclaims beneficial ownership of all such securities in excess of its pecuniary interest, if any. This report shall not be deemed an admission that it is the beneficial owner of, or has pecuniary interest in, any such excess securities for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose.

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.

F4: 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.

F5: Change in form of ownership exempt under Rule 16a-13 of the Exchange Act. Recipient persons with Section 16 reporting obligations reported beneficial ownership of these shares in their prior reports.