NMRK / Newmark Group, Inc. - SEC 보고서, 연례 보고, 기업 사업 설명서

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 19, 2026 Newmark Group, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 19, 2026 Newmark Group, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-38329 81-4467492 (State or other jurisdiction of incorporation) (Commission File N

Newmark Appoints Kyle Lutnick as Chief Strategy Officer

Exhibit 99.1 Newmark Appoints Kyle Lutnick as Chief Strategy Officer NEW YORK, NY (May 22, 2026) — Newmark Group, Inc. (Nasdaq: NMRK) (“Newmark” or “the Company”), a leading commercial real estate advisor and service provider to large institutional investors, global corporations, and other owners and occupiers, today announced the appointment of Kyle S. Lutnick as Chief Strategy Officer. In the ne

CALCULATION OF FILING FEE TABLES Newmark Group, Inc. Table 1: Newly Registered Securities

Ex-Filing Fees CALCULATION OF FILING FEE TABLES S-8 Newmark Group, Inc. Table 1: Newly Registered Securities Security Type Security Class Title Notes Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Class A Common Stock, par value $0.01 per share (1) Other 1,000,000 $ 15.82 $ 15,820,000.00 0.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38329 NEWMARK GROU

As filed with the Securities and Exchange Commission on May 8, 2026

As filed with the Securities and Exchange Commission on May 8, 2026 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 30, 2026 Newmark Group, Inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 30, 2026 Newmark Group, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-38329 81-4467492 (State or other jurisdiction of incorporation) (Commission File

/////////;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;; 1 Newmark Reports First Quarter 2026 Financial Results

/////////;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;; 1 Newmark Reports First Quarter 2026 Financial Results NEW YORK, NY - April 30, 2026 - Newmark Group, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15

Newmark Upsizes its Senior Unsecured Credit Facility by 50% to $900 Million and Extends Maturity to April 17, 2030

Exhibit 99.1 Newmark Upsizes its Senior Unsecured Credit Facility by 50% to $900 Million and Extends Maturity to April 17, 2030 NEW YORK, NY – April 21, 2026 – Newmark Group, Inc. (Nasdaq: NMRK) (“Newmark” or “the Company”), a leading commercial real estate advisor and service provider to large institutional investors, global corporations, and other owners and occupiers, today announced terms of i

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 17, 2026 Newmark Group, Inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 17, 2026 Newmark Group, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-38329 81-4467492 (State or other jurisdiction of incorporation) (Commission File

THIRD AMENDED AND RESTATED CREDIT AGREEMENT Dated as of April 17, 2026 NEWMARK GROUP, INC., as the Borrower, CERTAIN SUBSIDIARIES OF THE BORROWER as Guarantors, BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer, CAPITAL ONE, NATIONAL ASSO

Exhibit 10.1 EXECUTION VERSION Deal CUSIP No. 65158QAG0 Revolver CUSIP No. 65158QAH8 THIRD AMENDED AND RESTATED CREDIT AGREEMENT Dated as of April 17, 2026 among NEWMARK GROUP, INC., as the Borrower, CERTAIN SUBSIDIARIES OF THE BORROWER as Guarantors, BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer, CAPITAL ONE, NATIONAL ASSOCIATION, CITIZENS BANK, N.A., KEYBANK NATIONAL ASSOCIATION,

LIST OF SUBSIDIARIES OF NEWMARK GROUP, INC.

LIST OF SUBSIDIARIES OF NEWMARK GROUP, INC. ENTITY NAME DOMESTIC JURISDICTION 1 FLAXSEED LDN LTD UNITED KINGDOM 1 SAWMILL LDN LTD UNITED KINGDOM 1015 SECOND AVENUE SEATTLE, LLC DELAWARE 110 HERO HELIPAD LDN LIMITED UNITED KINGDOM 1200 PONCE de LEON FLOOR 12, LLC DELAWARE 1200 PONCE de LEON FLOOR 16, LLC DELAWARE 1200 PONCE de LEON FLOOR 8, LLC DELAWARE 12710 RESEARCH BOULEVARD AUSTIN, LLC DELAWARE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIE

DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

Exhibit 4.1 DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED The following summary is a description of the material terms of Newmark Group, Inc.’s, capital stock. When we use the words “Newmark,” “we,” “us,” “our” or the “Company,” we are referring to Newmark Group, Inc. The following descriptions of our Class A common stock, par value $0.01

/////////;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;; 1 Newmark Reports Fourth Quarter and Full Year Financial Results

/////////;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;; 1 Newmark Reports Fourth Quarter and Full Year Financial Results NEW YORK, NY - February 25, 2026 - Newmark Group, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 25, 2026 Newmark Group,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 25, 2026 Newmark Group, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-38329 81-4467492 (State or other jurisdiction of incorporation) (Commission F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 30, 2025 Newmark Group,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 30, 2025 Newmark Group, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-38329 81-4467492 (State or other jurisdiction of incorporation) (Commission F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ (Check the appropriate box): ☐ Preliminary Proxy Statement ☐ Confidential, For Use Of The Commission Only (As Permitted By Rule 14a-6(e)(2)) ☐ Def

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ (Check the appropriate box): ☐ Preliminary Proxy Statement ☐ Confidential, For Use Of The Commission Only (As Permitted By Rule 14a-6(e)(2)) ☒ Def

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38329 NEWMARK

/////////;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;; 1 Newmark Reports Third Quarter 2025 Financial Results

/////////;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;; 1 Newmark Reports Third Quarter 2025 Financial Results NEW YORK, NY - October 30, 2025 - Newmark Group, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 30, 2025 Newmark Group, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 30, 2025 Newmark Group, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-38329 81-4467492 (State or other jurisdiction of incorporation) (Commission Fi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 6, 2025 Newmark Group, In

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 6, 2025 Newmark Group, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-38329 81-4467492 (State or other jurisdiction of incorporation) (Commission Fil

FORM ARS

2024 ANNUAL REPORTNE WMARK | 01 T o Our Stockholders 6MUIZS¼[\ITMV\TMLIVLKTQMV\ÅZ[\IXXZWIKPKWV\QV]M[\WLZQ^ M[\ZWVOÅVIVKQIT XMZNWZUIVKM 1 1V\PM+WUXIVaLMTQ^MZMLLW]JTMLQOQ\ZM^MV]MIVLMIZVQVO [ QUXZW^MUMV\7]Z\WXTQVMOZW\PIKKMTMZI\MLL]ZQVOMIKPY]IZ\M ZWNI[MM`MK]\ML PQOPXZWÅTMKIXQ\ITUIZSM\[IVLTMI[QVO\ZIV[IK\QWV[WVVMK TQMV\[M`XIVLMLMVOIOMUMV\[ Q\PM`Q[\QVOKTQMV\[IVLJZWILMVMLW]ZZMK]ZZQVOJ][QVM[[M[ PQKPKWV\QV]M\WQVKZMI[MI[ IXMZKMV\IOMWN5(6(59('@  ,7(0 0$1$*(0(17¶6',6&866,21$1'$1$/<6,62)),1$1&,$/&21',7 ,21$1'5(68/762)23(5$7,216  ,7(0$ 48$17,7$7,9($1'48$/,7$7,9(',6&/2685(6$%2870$5.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38329 NEWMARK GROUP

/////////;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;; 1 Newmark Reports Second Quarter 2025 Financial Results and Raises Full Year Guidance

/////////;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;; 1 Newmark Reports Second Quarter 2025 Financial Results and Raises Full Year Guidance NEW YORK, NY - July 30, 2025 - Newmark Group, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 30, 2025 Newmark Group, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 30, 2025 Newmark Group, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-38329 81-4467492 (State or other jurisdiction of incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Numbers: 001-38329 NEWMARK 401(k) PLAN (Full title of the plan) NE

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

Exhibit 99.2 IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE IN RE NEWMARK GROUP, INC. CONSOLIDATED DERIVATIVE LITIGATION C.A. No. 2022-0687-BWD AMENDED NOTICE OF PENDENCY AND PROPOSED SETTLEMENT OF DERIVATIVE ACTION TO: ALL RECORD HOLDERS AND BENEFICIAL OWNERS OF COMMON STOCK OF NEWMARK GROUP, INC. (“NEWMARK” OR THE “COMPANY”), ALONG WITH THEIR SUCCESSORS AND ASSIGNS, EXCLUDING THE SETTLING DEF

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 29, 2025 Newmark Group, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-38329 81-4467492 (State or other jurisdiction of incorporation) (Commission File N

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

Exhibit 99.1 EFiled: Feb 07 2025 09:02AM EST Transaction ID 75596200 Case No. 2022-0687-BWD IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE IN RE NEWMARK GROUP, INC. CONSOLIDATED DERIVATIVE LITIGATION C.A. No. 2022-0687-BWD STIPULATION AND AGREEMENT OF COMPROMISE, SETTLEMENT, AND RELEASE This Stipulation and Agreement of Compromise, Settlement, and Release, dated as of February 7, 2025 (the “Sti

Regulation FD Disclosure, Changes in Control of Registrant, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 16, 2025 Newmark Group, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-38329 81-4467492 (State or other jurisdiction of incorporation) (Commission File N

Newmark Announces Repurchase of Approximately 11 Million Shares from Howard W. Lutnick, United States Secretary of Commerce, Former Executive Chairman United States Secretary of Commerce Howard W. Lutnick divesting his interests in Newmark pursuant t

Exhibit 99.1 Newmark Announces Repurchase of Approximately 11 Million Shares from Howard W. Lutnick, United States Secretary of Commerce, Former Executive Chairman United States Secretary of Commerce Howard W. Lutnick divesting his interests in Newmark pursuant to U.S. government ethics rules NEW YORK, NY - May 19, 2025 - Newmark Group, Inc. (Nasdaq: NMRK) (“Newmark” or “the Company”), a leading c

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38329 NEWMARK GROU

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 30, 2025 Newmark Group, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-38329 81-4467492 (State or other jurisdiction of incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15

;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;; 1 Newmark Reports First Quarter 2025 Financial Results

;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;; 1 Newmark Reports First Quarter 2025 Financial Results NEW YORK, NY - April 30, 2025 - Newmark Group, Inc.

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 7, 2025 Newmark Group, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-38329 81-4467492 (State or other jurisdiction of incorporation) (Commission File

Newmark Promotes Luis Alvarado to Chief Operating Officer

Exhibit 99.1 Newmark Promotes Luis Alvarado to Chief Operating Officer Role Includes Operational Oversight of Fastest-Growing Publicly Traded CRE Company1 NEW YORK, NY (April 8, 2025) — Newmark Group, Inc. (Nasdaq: NMRK) (“Newmark” or “the Company”), a leading commercial real estate advisor and service provider to large institutional investors, global corporations, and other owners and occupiers,

Offer Letter, by and between Newmark Partners, L.P. and Luis Alvarado, dated April 7, 2025 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on April 8, 2025).

Exhibit 10.1 April 7, 2025 Luis Alvarado Dear Lou, On behalf of Newmark Partners, L.P. (the “Company”), I am pleased to memorialize important terms and conditions of your continued employment with the Company or an Affiliate (as defined herein) thereof providing services to the Company and its Affiliates as the Chief Operating Officer of Newmark Group, Inc. (“Newmark”) or in such other position as

List of subsidiaries of Newmark Group, Inc.

LIST OF SUBSIDIARIES OF NEWMARK GROUP, INC. ENTITY NAME DOMESTIC JURISDICTION 1 FLAXSEED LDN LTD UNITED KINGDOM 1 SAWMILL LDN LTD UNITED KINGDOM 10 FLORA LDN LTD UNITED KINGDOM 100 WASP LDN LIMITED UNITED KINGDOM 1015 SECOND AVENUE SEATTLE, LLC DELAWARE 110 HERO HELIPAD LDN LIMITED UNITED KINGDOM 1200 PONCE de LEON FLOOR 12, LLC DELAWARE 1200 PONCE de LEON FLOOR 16, LLC DELAWARE 1200 PONCE de LEON

Newmark Group, Inc. Insider Trading Policy

Exhibit 19 INSIDER TRADING POLICY INTRODUCTION Newmark Group, Inc. (including its subsidiaries, the “Company”) is subject to various federal, state, and other laws and regulations governing transactions in its securities and those of other companies, including prohibitions against insider trading. It is the policy of the Company to comply fully, and to assist Covered Persons (as defined below) in

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIE

Description of Registrant’s Securities Registered under Section 12 of the Securities Exchange Act of 1934, as amended

Exhibit 4.1 DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED The following summary is a description of the material terms of Newmark Group, Inc.’s, capital stock. When we use the words “Newmark,” “we,” “us,” “our” or the “Company,” we are referring to Newmark Group, Inc. The following descriptions of our Class A common stock, par value $0.01

Change in Control Agreement, dated February 18, 2025, by and between Stephen Merkel and Newmark Group, Inc.

Exhibit 10.1 LETTER AGREEMENT NEWMARK GROUP, INC. 125 PARK AVENUE NEW YORK, NEW YORK 10017 February 18, 2025 Re: Change of Control Agreement Stephen M. Merkel Dear Stephen: We understand that a takeover proposal may create uncertainty for highly valued employees such as yourself. In order to encourage you to remain in the employ of Newmark Group, Inc. and/or its subsidiaries (collectively, the “Co

Stephen Merkel Appointed Chairman of Newmark’s Board of Directors

Exhibit 99.3 FOR IMMEDIATE RELEASE Stephen Merkel Appointed Chairman of Newmark’s Board of Directors Kyle Lutnick will also join the Board NEW YORK, NY (February 18, 2025) — Newmark Group, Inc. (Nasdaq: NMRK) (“Newmark” or “the Company”), a leading commercial real estate advisor and service provider to large institutional investors, global corporations, and other owners and occupiers, today announ

Howard Lutnick Confirmed as 41

Exhibit 99.1 FOR IMMEDIATE RELEASE Howard Lutnick Confirmed as 41st United States Secretary of Commerce; Steps Down from Newmark Board and Executive Officer Position NEW YORK, NY (February 18, 2025) — Newmark Group, Inc. (Nasdaq: NMRK) (“Newmark” or “the Company”), a leading commercial real estate advisor and service provider to large institutional investors, global corporations, and other owners

CEO Barry Gosin Adds Role as Chairman of Newmark’s Operating Company

Exhibit 99.2 FOR IMMEDIATE RELEASE CEO Barry Gosin Adds Role as Chairman of Newmark’s Operating Company NEW YORK, NY (February 18, 2025) — Newmark Group, Inc. (Nasdaq: NMRK) (“Newmark” or “the Company”), a leading commercial real estate advisor and service provider to large institutional investors, global corporations, and other owners and occupiers, today announced that Chief Executive Officer Ba

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 18, 2025 Newmark Group, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-38329 81-4467492 (State or other jurisdiction of incorporation) (Commission F

JOINT FILING AGREEMENT

Exhibit 10 JOINT FILING AGREEMENT JOINT FILING AGREEMENT, dated as of this 19th of February, 2025, among Cantor Fitzgerald, L.

Newmark Reports Fourth Quarter and Full Year 2024 Financial Results 1

Newmark Reports Fourth Quarter and Full Year 2024 Financial Results 1 NEW YORK, NY - February 14, 2025 - Newmark Group, Inc.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 14, 2025 Newmark Group, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-38329 81-4467492 (State or other jurisdiction of incorporation) (Commission F

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

Exhibit 99.1 IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE IN RE NEWMARK GROUP, INC. DERIVATIVE LITIGATION CONSOLIDATED C.A. No. 2022-0687-BWD NOTICE OF PENDENCY AND PROPOSED SETTLEMENT OF DERIVATIVE ACTION TO: ALL RECORD HOLDERS AND BENEFICIAL OWNERS OF COMMON STOCK OF NEWMARK GROUP, INC. (“NEWMARK” OR THE “COMPANY”), ALONG WITH THEIR SUCCESSORS AND ASSIGNS, EXCLUDING THE SETTLING DEFENDANTS

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 12, 2025 Newmark Group, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-38329 81-4467492 (State or other jurisdiction of incorporation) (Commission F

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 21, 2024 Newmark Group, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-38329 81-4467492 (State or other jurisdiction of incorporation) (Commission F

Newmark’s Executive Chairman Howard W. Lutnick Nominated for U.S. Secretary of Commerce

Exhibit 99.1 Newmark’s Executive Chairman Howard W. Lutnick Nominated for U.S. Secretary of Commerce NEW YORK, NY (November 21, 2024) — Newmark Group, Inc. (Nasdaq: NMRK) (“Newmark”) Executive Chairman Howard W. Lutnick provided the following statement: “I am deeply honored to have been nominated by President Donald J. Trump to serve as the 41st U.S. Secretary of Commerce. I look forward to this n

Joint Filing Agreement, dated as of November 21, 2024, by and among Cantor Fitzgerald L.P., CF Group Management, Inc. and Howard W. Lutnick

EX-99.9 2 ea022193901ex99-9newmark.htm JOINT FILING AGREEMENT, DATED AS OF NOVEMBER 21, 2024, BY AND AMONG CANTOR FITZGERALD L.P., CF GROUP MANAGEMENT, INC. AND HOWARD W. LUTNICK Exhibit 9 JOINT FILING AGREEMENT JOINT FILING AGREEMENT, dated as of this 21st day of November, 2024, among Cantor Fitzgerald, L.P., CF Group Management, Inc. and Howard W. Lutnick (collectively, the “Reporting Persons”).

NMRK / Newmark Group, Inc. / CANTOR FITZGERALD, L. P. - AMENDMENT NO. 2 TO SCHEDULE 13D Activist Investment

SC 13D/A 1 ea0221939-13da2cantnewmark.htm AMENDMENT NO. 2 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Information To Be Included in Statements Filed Pursuant to § 240.13d-1(a) and Amendments Thereto Filed Pursuant to § 240.13d-2(a) (Amendment No. 2) Newmark Group, Inc. (Name of Issuer) Class A Common Stock, par value $0.01 (Title of Class of

NMRK / Newmark Group, Inc. / VANGUARD GROUP INC Passive Investment

240.13d-102 Schedule 13G - Information to be included in statements filed pursuant to 240.13d-1(b), (c), and (d) and amendments thereto filed pursuant to 240.13d-2. Securities and Exchange Commission, Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. 7)* (Name of Issuer) Newmark Group Inc (Title of Class of Securities) Common Stock (CUSIP Number) 65158N10

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38329 NEWMARK

Newmark Reports Third Quarter 2024 Financial Results 1

Newmark Reports Third Quarter 2024 Financial Results 1 NEW YORK, NY - November 5, 2024 - Newmark Group, Inc.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 5, 2024 Newmark Group, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-38329 81-4467492 (State or other jurisdiction of incorporation) (Commission Fi

NMRK / Newmark Group, Inc. / VANGUARD GROUP INC Passive Investment

240.13d-102 Schedule 13G - Information to be included in statements filed pursuant to 240.13d-1(b), (c), and (d) and amendments thereto filed pursuant to 240.13d-2. Securities and Exchange Commission, Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. 6)* (Name of Issuer) Newmark Group Inc (Title of Class of Securities) Common Stock (CUSIP Number) 65158N10

Second Amended and Restated Certificate of Incorporation of Newmark Group, Inc. (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on October 18, 2024)

Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NEWMARK GROUP, INC. Newmark Group, Inc., a corporation (the “Corporation”) duly organized and validly existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify the following: 1. The name of the corporation is Newmark Group, Inc. 2. The original Certificate of Incorpo

As filed with the Securities and Exchange Commission on October 18, 2024 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 Newmark Group, Inc. (Exact name of registrant

Registration No. 333- As filed with the Securities and Exchange Commission on October 18, 2024 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Newmark Group, Inc. (Exact name of registrant as specified in its charter) Delaware 81-4467492 (State or other jurisdiction of incorporation or organization) (IRS Emplo

Amended and Restated Newmark Group, Inc. Incentive Bonus Compensation Plan (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on October 18, 2024)

Exhibit 10.2 AMENDED AND RESTATED NEWMARK GROUP, INC. INCENTIVE BONUS COMPENSATION PLAN (effective as of October 17, 2024) 1. Purpose. Newmark Group, Inc., a Delaware corporation (the “Company”) maintains the Newmark Group, Inc. Incentive Bonus Compensation Plan (the “Plan”) to attract, retain and reward key employees of the Company and its subsidiaries by providing them with the opportunity to ea

Filing Fee Table

Ex-Filing Fees CALCULATION OF FILING FEE TABLE S-8 NEWMARK GROUP, INC. Table 1: Newly Registered Securities Line Item Type Security Type Security Class Title Notes Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to be Paid Equity Class A Common Stock, par value $0.01 per share (1) Other 100,00

Amended and Restated Newmark Holdings, L.P. Participation Plan (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed with the SEC on October 18, 2024)

Exhibit 10.3 AMENDED AND RESTATED NEWMARK HOLDINGS, L.P. PARTICIPATION PLAN (effective as of October 17, 2024) 1. Purpose of the Plan The purpose of this Newmark Holdings, L.P. Participation Plan (the “Plan”) is to advance the interests of Newmark Group, Inc. (“Newmark”) by providing a tax-efficient means, through the grant of Bonus Awards, Discount Purchase Awards, and Purchase Awards enabling Pa

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 17, 2024 Newmark Group, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-38329 81-4467492 (State or other jurisdiction of incorporation) (Commission Fi

Amended and Restated Newmark Group, Inc. Long Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on October 18, 2024)

Exhibit 10.1 AMENDED AND RESTATED NEWMARK GROUP, INC. LONG TERM INCENTIVE PLAN (effective as of October 17, 2024) 1. Purpose. The purpose of this Amended and Restated Newmark Group, Inc. Long Term Incentive Plan (the “Plan”) is to advance the interests of Newmark Group, Inc., a Delaware corporation (the “Company”) and its stockholders by providing a means to attract, retain, motivate and reward di

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ (Check the appropriate box): ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ De

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ (Check the appropriate box): ☐ Preliminary Proxy Statement ☐ Confidential, For Use Of The Commission Only (As Permitted By Rule 14a-6(e)(2)) ☒ Def

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ (Check the appropriate box): ☐ Preliminary Proxy Statement ☐ Confidential, For Use Of The Commission Only (As Permitted By Rule 14a-6(e)(2)) ☐ Def

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ (Check the appropriate box): ☒ Preliminary Proxy Statement ☐ Confidential, For Use Of The Commission Only (As Permitted By Rule 14a-6(e)(2)) ☐ Def

FORM ARS

ANNUAL REPORT 2023 The main drivers for Newmark’s growth across our businesses are: – Our investments in talent and the continued elevation of our brand in the U.

SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Exhibit 99.1 SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Second Amended and Restated Employment Agreement, effective as of August 7, 2024 (the “Effective Date”), is entered into by and between Newmark Partners, L.P., together with its successors and assigns (collectively, the “Company”), and Barry M. Gosin (“Employee”), and with respect to Sections 3(b)(ii), 3(b)(iii), 4(c), 4(d), 5(d) a

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2024 Newmark Group, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-38329 81-4467492 (State or other jurisdiction of incorporation) (Commission File

Filing Fee Table

Calculation of Filing Fee Tables S-3 NEWMARK GROUP, INC. Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date

As filed with the Securities and Exchange Commission on August 8, 2024

S-3ASR 1 ea020937102-s3asrnewmark.htm REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on August 8, 2024 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NEWMARK GROUP, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 81-4467492 (State or Othe

As filed with the Securities and Exchange Commission on August 8, 2024

S-3ASR 1 ea020937101-s3asrnewmark.htm REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on August 8, 2024 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NEWMARK GROUP, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 81-4467492 (State or Othe

As filed with the Securities and Exchange Commission on August 8, 2024 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 Newmark Group, Inc. (Exact name of registrant as

Registration No. 333- As filed with the Securities and Exchange Commission on August 8, 2024 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Newmark Group, Inc. (Exact name of registrant as specified in its charter) Delaware 81-4467492 (State or other jurisdiction of incorporation or organization) (IRS Employe

Form T-1 Statement of Eligibility, dated as of August 8, 2024, of Regions Bank to act as trustee under the Indenture between Newmark Group, Inc. and Regions Bank, as Trustee

EX-25.1 4 ea020937101ex25-1newmark.htm FORM T-1 STATEMENT OF ELIGIBILITY, DATED AS OF AUGUST 8, 2024, OF REGIONS BANK TO ACT AS TRUSTEE UNDER THE INDENTURE BETWEEN NEWMARK GROUP, INC. AND REGIONS BANK, AS TRUSTEE Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO

Filing Fee Table

Calculation of Filing Fee Tables S-3 NEWMARK GROUP, INC. Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date

Form T-1 Statement of Eligibility, dated as of August 8, 2024, of Regions Bank to act as trustee under the Indenture between Newmark Group, Inc. and Regions Bank, as Trustee

EX-25.1 4 ea020937102ex25-1newmark.htm FORM T-1 STATEMENT OF ELIGIBILITY, DATED AS OF AUGUST 8, 2024, OF REGIONS BANK TO ACT AS TRUSTEE UNDER THE INDENTURE BETWEEN NEWMARK GROUP, INC. AND REGIONS BANK, AS TRUSTEE Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO

Fee Table

Calculation of Filing Fee Tables S-8 NEWMARK GROUP, INC. Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee 1 Equity Class A Common Stock, par value $0.01 per share Other 1,000,000 $ 11.40 $ 11,400,000.00 0.0001476 $ 1,682.64 Tota

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38329 NEWMARK GROUP

Newmark Reports Second Quarter 2024 Financial Results 1

Newmark Reports Second Quarter 2024 Financial Results 1 NEW YORK, NY - August 2, 2024 - Newmark Group, Inc.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 2, 2024 Newmark Group, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-38329 81-4467492 (State or other jurisdiction of incorporation) (Commission File

Form 11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Numbers: 001-38329 NEWMARK 401(k) PLAN (Full title of the plan) NE

Offer to Exchange $475,000,000 aggregate principal amount of 7.500% Senior Notes due 2029 $475,000,000 aggregate principal amount of 7.500% Senior Notes due 2029 registered under the Securities Act of 1933, as amended

Table of Contents Filed Pursuant to Rule 424(b)(3) Registration statement No. 333-279341 PROSPECTUS Offer to Exchange $475,000,000 aggregate principal amount of 7.500% Senior Notes due 2029 For $475,000,000 aggregate principal amount of 7.500% Senior Notes due 2029 registered under the Securities Act of 1933, as amended We are offering to exchange $475,000,000 aggregate principal amount of our $60

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 10, 2024 Newmark Group, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 10, 2024 Newmark Group, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-38239 81-4467492 (State or other jurisdiction of incorporation) (Commission File

NEWMARK ANNOUNCES LAUNCH OF EXCHANGE OFFER FOR ITS 7.500% SENIOR NOTES DUE 2029

EX-99.1 Exhibit 99.1 NEWMARK ANNOUNCES LAUNCH OF EXCHANGE OFFER FOR ITS 7.500% SENIOR NOTES DUE 2029 NEW YORK, NY — June 10, 2024 — Newmark Group, Inc. (Nasdaq: NMRK) (“Newmark” or the “Company”), a leading commercial real estate advisor and service provider to large institutional investors, global corporations, and other owners and occupiers, today announced an offer to exchange up to $475 millio

Newmark Group, Inc. 125 Park Avenue New York, New York 10017

Newmark Group, Inc. 125 Park Avenue New York, New York 10017 June 5, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attention: Kibum Park Office of Real Estate & Construction Re: Newmark Group, Inc. — Registration Statement on Form S-4 (File No. 333-279341) (the “Registration Statement”)          Dear Mr. Park

Newmark Group, Inc. 125 Park Avenue New York, New York 10017

Newmark Group, Inc. 125 Park Avenue New York, New York 10017 June 3, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Re: Newmark Group, Inc.–Registration Statement on Form S-4 (File No. 333-279341) Ladies and Gentlemen: On March 12, 2024, Newmark Group, Inc., a Delaware corporation (the “Company”), filed with t

As filed with the Securities and Exchange Commission on June 3, 2024

S-4/A Table of Contents As filed with the Securities and Exchange Commission on June 3, 2024 Registration No.

LETTER

United States securities and exchange commission logo May 17, 2024 Howard Lutnick Executive Chairman Newmark Group, Inc.

Filing Fee Exhibit

Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) Newmark Group, Inc.

As filed with the Securities and Exchange Commission on May 10, 2024

Table of Contents As filed with the Securities and Exchange Commission on May 10, 2024 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38329 NEWMARK GROU

Statement of Eligibility on Form T-1, dated as of May 10, 2024, of Regions Bank, as trustee

Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b) (2) REGIONS BANK (Exact name of trustee as specified in its charter) Alabama 63-0371391 (Jurisdiction of i

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 3, 2024 Newmark Group, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-38329 81-4467492 (State or other jurisdiction of incorporation) (Commission File Nu

Select Balance Sheet Data (USD millions) March 31, 2024 December 31, 2023 Cash and cash equivalents $140.9 $164.9 Total corporate debt $670.2 $547.3 Total Equity $1,566.6 $1,594.9

Newmark Reports First Quarter 2024 Financial Results 1 NEW YORK, NY - May 3, 2024 - Newmark Group, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 26, 2024 Newmark Group, Inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 26, 2024 Newmark Group, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-38329 81-4467492 (State or other jurisdiction of incorporation) (Commission File

o, as Lenders, and Bank of America, N.A. as Administrative Agent (incorporated by reference

Exhibit 10.1 EXECUTION VERSION Deal CUSIP No. 65158QAG0 Revolver CUSIP No. 65158QAH8 SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of April 26, 2024 among NEWMARK GROUP, INC., as the Borrower, CERTAIN SUBSIDIARIES OF THE BORROWER as Guarantors, BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer, CITIZENS BANK, N.A., KEYBANK NATIONAL ASSOCIATION, PNC BANK, NATIONAL ASSOCIATION, R

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT T

Compensation Recovery Policy of Newmark Group, Inc. (incorporated by reference to Exhibit 97.1 to the Registrant’s Annual Report on Form 10-K filed with the SEC on February 29, 2024)

Exhibit 97.1 Newmark | Compensation Recovery Policy Purpose The Board of Directors (the “Board”) of Newmark Group, Inc. (the “Company”), upon the recommendation of its Compensation Committee (the “Committee”), has adopted this Compensation Recovery Policy (this “Policy”) to implement a mandatory compensation recovery policy in the event of an accounting restatement that the Company is required to

List of subsidiaries of Newmark Group, Inc.

Exhibit 21.1 LIST OF SUBSIDIARIES OF NEWMARK GROUP, INC. ENTITY NAMES DOMESTIC JURISDICTION 1 FLAXSEED LDN LTD UNITED KINGDOM 1 SAWMILL LDN LTD UNITED KINGDOM 10 FLORA LDN LTD UNITED KINGDOM 100 WASP LDN LIMITED UNITED KINGDOM 1015 SECOND AVENUE SEATTLE, LLC DELAWARE 110 HERO HELIPAD LDN LIMITED UNITED KINGDOM 1200 PONCE de LEON FLOOR 12, LLC DELAWARE 1200 PONCE de LEON FLOOR 16, LLC DELAWARE 1200

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIE

Exhibit 4.1

Exhibit 4.1 DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED The following summary is a description of the material terms of Newmark Group, Inc.’s, capital stock. When we use the words “Newmark,” “we,” “us,” “our” or the “Company,” we are referring to Newmark Group, Inc. The following descriptions of our Class A common stock, par value $0.01

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 22, 2024 Newmark Group, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-38329 81-4467492 (State or other jurisdiction of incorporation) (Commission F

Select Balance Sheet Data (USD millions) December 31, 2023 December 31, 2022 Cash and cash equivalents $164.9 $233.0 Total corporate debt $547.3 $547.8 Total Equity $1,594.9 $1,541.4

Newmark Reports Fourth Quarter and Full Year 2023 Financial Results 1 NEW YORK - February 22, 2024 - Newmark Group, Inc.

NMRK / Newmark Group, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv01542-newmarkgroupincclass.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 5)* Name of issuer: Newmark Group, Inc. Class A Title of Class of Securities: Common Stock CUSIP Number: 65158N102 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate bo

NMRK / Newmark Group, Inc. / BlackRock Inc. Passive Investment

SC 13G/A 1 us65158n1028012624.txt us65158n1028012624.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 5) NEWMARK GROUP INC - (Name of Issuer) Class A Common Stock - (Title of Class of Securities) 65158N102 - (CUSIP Number) December 31, 2023 - (Date of Event Which Requires Filing of this Statement) Check the appropri

Second Supplemental Indenture, dated as of January 12, 2024, between Newmark Group, Inc. and Regions Bank, as trustee (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on January 12, 2024)

Exhibit 4.2 SECOND SUPPLEMENTAL INDENTURE Dated as of January 12, 2024 Supplementing that Certain INDENTURE Dated as of November 6, 2018 Among NEWMARK GROUP, INC., as Issuer and REGIONS BANK, as Trustee 7.500% SENIOR NOTES DUE 2029 TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS SECTION 1.1. Certain Terms Defined in the Indenture 1 SECTION 1.2. Definitions 2 ARTICLE II. FORM AND TERMS OF THE NOTES S

Registration Rights Agreement, dated as of January 12, 2024, between Newmark Group, Inc. and the parties named therein (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on January 12, 2024)

Exhibit 10.1 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT, dated January 12, 2024 (the “Agreement”), is entered into by and among Newmark Group, Inc., a Delaware corporation (the “Company”) and BofA Securities, Inc., Cantor Fitzgerald & Co., Goldman Sachs & Co. LLC, PNC Capital Markets LLC, Regions Securities LLC and Wells Fargo Securities, LLC as representatives (the “Represen

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 12, 2024 Newmark Group, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-38329 81-4467492 (State or other jurisdiction of incorporation) (Commission Fi

NEWMARK COMPLETES OFFERING OF $600 MILLION OF 7.500% SENIOR NOTES

Exhibit 99.1 NEWMARK COMPLETES OFFERING OF $600 MILLION OF 7.500% SENIOR NOTES NEW YORK, NY – January 12, 2024 – Newmark Group, Inc. (Nasdaq: NMRK) (“Newmark” or the “Company”), today announced the closing of its offering of $600.0 million aggregate principal amount of 7.500% senior notes (the “notes”). The notes are general senior unsecured obligations of Newmark. The notes will pay interest semi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 5, 2024 Newmark Group, In

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 5, 2024 Newmark Group, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-38329 81-4467492 (State or other jurisdiction of incorporation) (Commission Fil

NEWMARK GROUP ANNOUNCES OFFERING OF SENIOR NOTES

EX-99.1 Exhibit 99.1 NEWMARK GROUP ANNOUNCES OFFERING OF SENIOR NOTES NEW YORK, NY – January 5, 2024—Newmark Group, Inc. (Nasdaq: NMRK) (“Newmark” or the “Company”) today announced its intention to commence an offering of senior unsecured notes, subject to market conditions and other factors. The notes are to be offered and sold in a private offering exempt from the registration requirements under

NEWMARK GROUP ANNOUNCES PRICING OF $600.0 MILLION OF 7.500% SENIOR NOTES

EX-99.2 Exhibit 99.2 NEWMARK GROUP ANNOUNCES PRICING OF $600.0 MILLION OF 7.500% SENIOR NOTES NEW YORK, NY – January 5, 2024 – Newmark Group, Inc. (Nasdaq: NMRK) (“Newmark” or the “Company”) today announced the pricing of its offering of $600.0 million aggregate principal amount of its 7.500% senior notes (the “notes”). The notes will be general senior unsecured obligations of Newmark. The notes w

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 20, 2023 Newmark Group, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-38329 81-4467492 (State or other jurisdiction of incorporation) (Commission F

Consent Letter, dated December 20, 2023, related to the Delayed Draw Term Loan Agreement, dated as of August 10, 2023, by and among Newmark Group, Inc., as the Borrower, certain subsidiaries of the Borrower, as Guarantors, the several financial institutions from time to time as parties thereto, as Lenders, and Bank of America, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on December 21, 2023)

Exhibit 10.2 EXECUTION VERSION December 20, 2023 Newmark Group, Inc. 125 Park Avenue New York, New York 10017 Attention: Michael Rispoli, Chief Financial Officer Re: Mandatory Prepayment Exclusion Ladies and Gentlemen: Reference is hereby made to that certain Delayed Draw Term Loan Credit Agreement, dated as of August 10, 2023 (as amended, restated, amended and restated, extended, supplemented or

First Amendment, dated December 20, 2023, to the Credit Agreement, dated as of November 30, 2018, by and between Newmark Group, Inc. and Cantor Fitzgerald, L.P. (incorporated by reference as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on December 21, 2023)

Exhibit 10.1 FIRST AMENDMENT TO CREDIT AGREEMENT This FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of December 20, 2023 (the “First Amendment Effective Date”), by and between Newmark Group, Inc., a Delaware corporation (“Newmark”) and Cantor Fitzgerald, L.P., a Delaware limited partnership (“Cantor”). Capitalized terms used herein and not otherwise defined herein shall

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbers: 001-38329 NEWMARK

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 1, 2023 Newmark Group, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-38329 81-4467492 (State or other jurisdiction of incorporation) (Commission Fi

Select Balance Sheet Data (USD millions) September 30, 2023 December 31, 2022 Cash and cash equivalents $143.3 $233.0 Total corporate debt $604.7 $547.8 Total Equity $1,513.7 $1,541.4

Newmark Reports Third Quarter 2023 Financial Results 1 NEW YORK - November 1, 2023 - Newmark Group, Inc.

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 5, 2023 Newmark Group, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-38329 81-4467492 (State or other jurisdiction of incorporation) (Commission Fil

As filed with the Securities and Exchange Commission on August 25, 2023 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 Newmark Group, Inc. (Exact name of registrant a

Registration No. 333- As filed with the Securities and Exchange Commission on August 25, 2023 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Newmark Group, Inc. (Exact name of registrant as specified in its charter) Delaware 81-4467492 (State or other jurisdiction of incorporation or organization) (IRS Employ

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Newmark Group, Inc.

ARS

ANNUAL REPORT 2022 2022 STARTED STRONG, BUT INDUSTRY ACTIVITY SLOWED IN THE SECOND HALF 2022 was a transitional year for Newmark and the broader commercial real estate industry.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ (Check the appropriate box): ☐ Preliminary Proxy Statement ☐ Confidential, For Use Of The Commission Only (As Permitted By Rule

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ (Check the appropriate box): ☐ Preliminary Proxy Statement ☐ Confidential, For Use Of The Commission Only (As Permitted By Rule 14a-6(e)(2

Delayed Draw Term Loan Agreement, dated as of August 10, 2023, by and among Newmark Group, Inc., as the Borrower, certain subsidiaries of the Borrower, as Guarantors, the several financial institutions from time to time as parties thereto, as Lenders, and Bank of America, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on August 15, 2023)

Exhibit 10.1 EXECUTION VERSION Deal CUSIP No. 65158QAE5 DDTL CUSIP No. 65158QAF2 DELAYED DRAW TERM LOAN CREDIT AGREEMENT Dated as of August 10, 2023 among NEWMARK GROUP, INC., as the Borrower, CERTAIN SUBSIDIARIES OF THE BORROWER as Guarantors, BANK OF AMERICA, N.A., as Administrative Agent, CITIZENS BANK, N.A., FIFTH THIRD BANK, NATIONAL ASSOCIATION, PNC BANK, NATIONAL ASSOCIATION, REGIONS BANK,

Newmark Closes $420 Million Senior Unsecured Delayed Draw Term Loan to Repay Senior Notes

Exhibit 99.1 Newmark Closes $420 Million Senior Unsecured Delayed Draw Term Loan to Repay Senior Notes NEW YORK, NY – August 15, 2023 – Newmark Group, Inc. (Nasdaq: NMRK) (“Newmark” or “the Company”), a leading commercial real estate adviser and service provider to large institutional investors, global corporations, and other owners and occupiers, today announced that it has entered into a Delayed

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 10, 2023 Newmark Group, In

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 10, 2023 Newmark Group, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-38329 81-4467492 (State or other jurisdiction of incorporation) (Commission Fil

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbers: 001-38329 NEWMARK GROU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 28, 2023 Newmark Group, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 28, 2023 Newmark Group, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-38329 81-4467492 (State or other jurisdiction of incorporation) (Commission File

Select Balance Sheet Data (USD millions) June 30, 2023 December 31, 2022 Cash and cash equivalents $164.4 $233.0 Total corporate debt $774.1 $547.8 Total Equity $1,510.3 $1,541.4

Newmark Reports Second Quarter 2023 Financial Results 1 NEW YORK - July 28, 2023 - Newmark Group, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Numbers: 001-38329 NEWMARK 401(k) PLAN (Full title of the plan) NE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbers: 001-38329 NEWMARK GRO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 5, 2023 Newmark Group, Inc. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 5, 2023 Newmark Group, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-38329 81-4467492 (State or other jurisdiction of incorporation) (Commission File Nu

Select Balance Sheet Data (USD millions) March 31, 2023 December 31, 2022 Cash and cash equivalents $210.7 $233.0 Total corporate debt $773.4 $547.8 Total Equity $1,518.8 $1,541.4

Newmark Reports First Quarter 2023 Financial Results 1 NEW YORK - May 5, 2023 - Newmark Group, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT T

Filing Fee Table

EX-FILING FEES Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Newmark Group, Inc.

Powers of Attorney (included on the signature page of this Registration Statement)

S-8 As filed with the Securities and Exchange Commission on April 4, 2023 Registration No.

List of subsidiaries of Newmark Group, Inc.

Exhibit 21.1 LIST OF SUBSIDIARIES OF NEWMARK GROUP, INC. ENTITY NAMES DOMESTIC JURISDICTION 1 FLAXSEED LDN LTD UNITED KINGDOM 1 SAWMILL LDN LTD UNITED KINGDOM 10 FLORA LDN LTD UNITED KINGDOM 100 WASP LDN LIMITED UNITED KINGDOM 1015 SECOND AVENUE SEATTLE, LLC DELAWARE 110 HERO HELIPAD LDN LIMITED UNITED KINGDOM 1200 PONCE de LEON FLOOR 12, LLC DELAWARE 1200 PONCE de LEON FLOOR 16, LLC DELAWARE 1200

Description of Registrant’s Securities Registered under Section 12 of the Securities Exchange Act of 1934, as amended

Exhibit 4.1 DESCRIPTION OF SECURITIES The following summary is a description of the material terms of Newmark Group, Inc.’s, capital stock. When we use the words “Newmark,” “we,” “us,” “our” or the “Company,” we are referring to Newmark Group, Inc. and its consolidated subsidiaries. Copies of our amended and restated certificate of incorporation, which we refer to as our “certificate of incorporat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIE

Amendment, dated as of March 10, 2023, to the Amended and Restated Agreement of Limited Partnership of Newmark Holdings, L.P., dated as of December 13, 2017 (incorporated by reference to Exhibit 10.1 to the Registrant

EX-10.1 Exhibit 10.1 NEWMARK HOLDINGS, L.P. AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP This Amendment (“Amendment”) to the Agreement of Limited Partnership of Newmark Holdings, L.P., amended and restated as of December 13, 2017 (the “Agreement”), dated March 10, 2023, is effective as of March 10, 2023. WITNESSETH: WHEREAS, the General Partner wishes to adopt amendments to the Agreement pursuant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 10, 2023 Newmark Group, Inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 10, 2023 Newmark Group, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-38329 81-4467492 (State or other jurisdiction of incorporation) (Commission File

OMB APPROVAL

NT 10-K OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2025 Estimated average burden hours per response 2.

Consolidated Revenues (USD millions) 4Q22 4Q21 Change 2022 2021 Change Fees from management services, servicing, and other $157.1 $167.7 (6.3)% $633.1 $535.3 18.3% Pass through revenues 63.2 96.3 (34.3)% 276.4 380.5 (27.4)% Management services, servi

Newmark Reports Fourth Quarter and Full Year 2022 Financial Results 1 NEW YORK - February 16, 2023 - Newmark Group, Inc.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 16, 2023 Newmark Group, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-38329 81-4467492 (State or other jurisdiction of incorporation) (Commission F

Employment Agreement, dated February 10, 2023, by and among Barry Gosin, Newmark Holdings, L.P. and Newmark Partners, L.P. (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on February 14, 2023)

Exhibit 10.1 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement, dated as of February 10, 2023, is entered into by and between Newmark Partners, L.P., together with its successors and assigns (collectively, the “Company”), and Barry M. Gosin (“Employee”), and with respect to Sections 3(b)(ii), 3(b)(iii), 4(c), 4(d), 5(d) and 5(e), and 7(d) only, Newmark Holdin

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 10, 2023 Newmark Group, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-38329 81-4467492 (State or other jurisdiction of incorporation) (Commission F

NMRK / Newmark Group Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv01511-newmarkgroupincclass.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 4)* Name of issuer: Newmark Group Inc. Class A Title of Class of Securities: Common Stock CUSIP Number: 65158N102 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box

NMRK / Newmark Group Inc / BlackRock Inc. Passive Investment

SC 13G/A 1 us65158n1028013123.txt us65158n1028013123.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 4) NEWMARK GROUP INC - (Name of Issuer) Class A Common Stock - (Title of Class of Securities) 65158N102 - (CUSIP Number) December 31, 2022 - (Date of Event Which Requires Filing of this Statement) Check the appropri

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbers: 001-38329 NEWMARK

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 28, 2022 Newmark Group, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-38329 81-4467492 (State or other jurisdiction of incorporation) (Commission Fi

Consolidated Revenues (USD millions) 3Q22 3Q21 Change YTD 22 YTD 21 Change Fee management services, servicing fees, and other $159.1 $143.6 10.8% $475.6 $367.6 29.4% Non-fee management services revenue 63.2 100.8 (37.3)% 213.6 284.1 (24.8)% Managemen

Newmark Group, Inc. Reports Third Quarter 2022 Financial Results 1 NEW YORK - October 28, 2022 - Newmark Group, Inc. (Nasdaq: NMRK) ("Newmark" or "the Company"), a leading full-service commercial real estate business, today reported its financial results for the quarter and nine months ended September 30, 2022 and updated its full year outlook. Barry M. Gosin, Chief Executive Officer of Newmark, s

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 29, 2022 Newmark Group, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-38329 81-4467492 (State or other jurisdiction of incorporation) (Commission

Employment Agreement, dated September 29, 2022, by and among Michael Rispoli, Newmark Holdings, L.P. and Newmark Partners, L.P. (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on October 3, 2022)

Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement, dated as of September 29, 2022, is entered into by and between Newmark Partners, L.P., together with its successors and assigns (collectively, the ?Company?), and Michael Rispoli, with an address of 41 Malsbury St., Robbinsville, NJ 08691 (?Employee?), and with respect to Sections 5(a) and (b) only, Newmark Holdings, L.P. (the ?Agreement

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 28, 2022 Newmark Group, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-38329 81-4467492 (State or other jurisdiction of incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registran

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? (Check the appropriate box): ? Preliminary Proxy Statement ? Confidential, For Use Of The Commission Only (As Permitted By Rule

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? (Check the appropriate box): ? Preliminary Proxy Statement ? Confidential, For Use Of The Commission Only (As Permitted By Rule 14a-6(e)(2)) ? Def

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbers: 001-38329 NEWMARK GROU

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 28, 2022 Newmark Group, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-38329 81-4467492 (State or other jurisdiction of incorporation) (Commission File

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 29, 2022 Newmark Group, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-38329 81-4467492 (State or other jurisdiction of incorporation) (Commission File

Consolidated Revenues (USD millions) 2Q22 2Q21 Change YTD 22 YTD 21 Change Management services, servicing fees, and other $233.7 $219.5 6.5% $466.8 $407.3 14.6% Leasing and other commissions 212.8 184.3 15.4% 411.8 331.8 24.1% Investment sales 209.1

Newmark Group, Inc. Reports Second Quarter 2022 Financial Results 1 NEW YORK - July 29, 2022 - Newmark Group, Inc. (Nasdaq: NMRK) ("Newmark" or "the Company"), a leading full-service commercial real estate business, today reported its financial results for the quarter ended June 30, 2022 and reiterated its full year revenue and Adjusted EBITDA outlook. Barry M. Gosin, Chief Executive Officer of Ne

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Numbers: 001-38329 NEWMARK 401(k) PLAN (Full title of the plan) NE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbers: 001-38329 NEWMARK GRO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT T

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 29, 2022 Newmark Group, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-38329 81-4467492 (State or other jurisdiction of incorporation) (Commission File

Consolidated Revenues (USD millions) 1Q22 1Q21 Change Management services, servicing fees, and other $233.1 $187.8 24.2% Leasing and other commissions 199.0 147.4 34.9% Investment sales 152.1 101.5 49.8% Commercial mortgage origination, net 94.1 67.3

Newmark Group, Inc. Reports First Quarter 2022 Financial Results NEW YORK - April 29, 2022 - Newmark Group, Inc. (Nasdaq: NMRK) ("Newmark" or "the Company"), a leading full-service commercial real estate business, today reported its financial results for the quarter ended March 31, 2022. 1 Barry M. Gosin, Chief Executive Officer of Newmark, said: ?Newmark produced its fourth consecutive quarter of

Powers of Attorney (included on the signature pages to this registration statement)

Table of Contents As filed with the Securities and Exchange Commission on March 25, 2022 Registration No.

Filing Fee Table

EXHIBIT 107.1 Calculation of Filing Fee Tables Form S-3 (Form Type) Newmark Group, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form

Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939 of Regions Bank with respect to the Indenture governing the Registrant’s 6.125% Senior Notes due 2019

Exhibit 25.1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ? CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b) (2) REGIONS BANK (Exact name of trustee as specified in its charter) Alabama 63-0371391 (Jurisdiction of incorporation o

Amended and Restated Credit Agreement, dated as of March 10, 2022, by and among Newmark Group, Inc., as the Borrower, certain subsidiaries of the Borrower, as Guarantors, the several financial institutions from time to time as parties thereto, as Lenders, and Bank of America, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on March 14, 2022)

Exhibit 10.1 EXECUTION VERSION Deal CUSIP No. 65158QAC9 Revolver CUSIP No. 65158QAD7 AMENDED AND RESTATED CREDIT AGREEMENT Dated as of March 10, 2022 among NEWMARK GROUP, INC., as the Borrower, CERTAIN SUBSIDIARIES OF THE BORROWER as Guarantors, BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer, CAPITAL ONE, NATIONAL ASSOCIATION, CITIZENS BANK, N.A., FIFTH THIRD BANK, NATIONAL ASSOCIAT

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 10, 2022 Newmark Group, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-38329 81-4467492 (State or other jurisdiction of incorporation) (Commission File

Newmark Upsizes and Extends its Senior Unsecured Credit Facility and Improves Pricing

Exhibit 99.1 Newmark Upsizes and Extends its Senior Unsecured Credit Facility and Improves Pricing NEW YORK, NY ? March 14, 2022 ? Newmark Group, Inc. (Nasdaq: NMRK) (?Newmark? or ?the Company?), a leading full-service commercial real estate services business, today announced terms of its amended credit agreement. On March 10, 2022, Newmark entered into an agreement to amend the terms of its senio

List of subsidiaries of Newmark Group, Inc.

Exhibit 21.1 LIST OF SUBSIDIARIES OF NEWMARK GROUP, INC. ENTITY NAMES DOMESTIC JURISDICTION 1 FLAXSEED LDN LTD UNITED KINGDOM 1 SAWMILL LDN LTD UNITED KINGDOM 10 FLORA LDN LTD UNITED KINGDOM 100 WASP LDN LIMITED UNITED KINGDOM 110 HERO HELIPAD LDN LIMITED UNITED KINGDOM 130 JIGSAW LDN LTD UNITED KINGDOM 15 HALFPENNY LDN LTD UNITED KINGDOM 16 OAK BALLOT LDN LTD UNITED KINGDOM 18 FLASHLIGHT LDN LTD

First Amendment, dated February 26, 2020, to the Credit Agreement, dated as of November 28, 2018, by and among Newmark Group, Inc., as Borrower, certain subsidiaries of the Borrower, as Guarantors, the several financial institutions from time to time as parties thereto, as Lenders, and Bank of America, N.A. as Administrative Agent

Exhibit 10.25 EXECUTION VERSION FIRST AMENDMENT TO CREDIT AGREEMENT This FIRST AMENDMENT TO CREDIT AGREEMENT (this ?Amendment?) is entered into as of February 26, 2020, among NEWMARK GROUP, INC., a Delaware corporation (the ?Borrower?), the Lenders (defined herein) signatory hereto and BANK OF AMERICA, N.A., as administrative agent (in such capacity, together with its successors in such capacity,

Description of Registrant’s Securities Registered under Section 12 of the Securities Exchange Act of 1934, as amended

Exhibit 4.1 DESCRIPTION OF SECURITIES The following summary is a description of the material terms of Newmark Group, Inc.?s, capital stock. When we use the words ?Newmark,? ?we,? ?us,? ?our? or the ?Company,? we are referring to Newmark Group, Inc. and its consolidated subsidiaries. Copies of our amended and restated certificate of incorporation, which we refer to as our ?certificate of incorporat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIE

Consolidated Revenues (USD millions) 4Q21 4Q20 Change FY 21 FY 20 Change Leasing and other commissions $263.6 $138.4 90.5% $826.9 $513.8 60.9% Capital markets 380.1 190.3 99.7% 938.3 454.1 106.6% Gains from mortgage banking activities/origination, ne

Newmark Group, Inc. Reports Record Fourth Quarter and Full Year 2021 Financial Results ?Highest Full Year Revenues and Earnings in the Company's History ?Best-Ever Quarterly Revenues and Record Fourth Quarter Earnings NEW YORK - February 11, 2022 - Newmark Group, Inc. (Nasdaq: NMRK) ("Newmark" or "the Company"), a leading full-service commercial real estate business, today reported its financial r

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 11, 2022 Newmark Group, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-38329 81-4467492 (State or other jurisdiction of incorporation) (Commission F

NMRK / Newmark Group Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 3)* Name of issuer: Newmark Group Inc. Class A Title of Class of Securities: Common Stock CUSIP Number: 65158N102 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is f

NMRK / Newmark Group Inc / BlackRock Inc. Passive Investment

us65158n1028020322.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 3) NEWMARK GROUP INC - (Name of Issuer) Class A Common Stock - (Title of Class of Securities) 65158N102 - (CUSIP Number) December 31, 2021 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule purs

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 28, 2021 Newmark Group, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-38329 81-4467492 (State or other jurisdiction of incorporation) (Commission F

Retention Bonus Agreement by and between Howard W. Lutnick and Newmark Group, Inc. dated as of December 28, 2021 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on December 30, 2021)*

Exhibit 10.1 Execution Version RETENTION BONUS AGREEMENT THIS AGREEMENT, effective as of December 28, 2021 (the ?Effective Date?), by and between Howard Lutnick (the ?Executive?) and Newmark Group, Inc. (the ?Company?). WITNESSETH THAT: WHEREAS, the parties desire to enter into this Agreement pertaining to a one-time bonus award to, and the long-term retention of, the Executive by the Company as i

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 20, 2021 Newmark Group, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-38329 81-4467492 (State or other jurisdiction of incorporation) (Commission F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbers: 001-38329 NEWMARK

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 5, 2021 Newmark Group, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-38329 81-4467492 (State or other jurisdiction of incorporation) (Commission Fi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, For Use Of The Commission Only (As Permitted By Rule 14

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, For Use Of The Commission Only (As Permitted By Rule 14a-6(e)(2)) ? Defin

Consolidated Revenues (USD millions) 3Q21 3Q20 Change YTD 21 YTD 20 Change Leasing and other commissions $231.5 $114.9 101.4% $563.3 $375.5 50.0% Capital markets 252.1 83.0 203.9% 558.3 263.8 111.6% Gains from mortgage banking activities/origination,

Newmark Group, Inc. Reports Third Quarter 2021 Financial Results ?Highest Quarterly Revenues in the Company's History ?Record Third Quarter Earnings ?Increased 2021 Outlook ?Repurchased 6.3 Million shares/units in the Quarter and 27.2 Million Since Year-End 2020 NEW YORK - November 5, 2021 - Newmark Group, Inc. (NASDAQ: NMRK) ("Newmark" or "the Company"), a leading full-service commercial real est

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 22, 2021 Newmark Group, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-38329 81-4467492 (State or other jurisdiction of incorporation) (Commission Fi

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 18, 2021 Newmark Group, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-38329 81-4467492 (State or other jurisdiction of incorporation) (Commission Fi

As filed with the Securities and Exchange Commission on September 2, 2021 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 Newmark Group, Inc. (Exact name of registrant

Registration No. 333- As filed with the Securities and Exchange Commission on September 2, 2021 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Newmark Group, Inc. (Exact name of registrant as specified in its charter) Delaware 81-4467492 (State or other jurisdiction of incorporation or organization) (IRS Empl

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbers: 001-38329 NEWMARK GROU

(incorporated by reference as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 9, 2021)

Master Repurchase Agreement September 1996 Version Dated as of: AUGUST 2, 2021 Between: CF SECURED, LLC and NEWMARK PARTNERS, L.

Consolidated Revenues (USD millions) 2Q21 2Q20 Change YTD 21 YTD 20 Change Leasing and other commissions $184.3 $120.1 53.5% $331.8 $260.5 27.4% Capital markets 184.8 53.0 248.9% 306.2 180.9 69.3% Gains from mortgage banking activities/origination, n

Newmark Group, Inc. Reports Second Quarter 2021 Financial Results ?Record Second Quarter Revenues and Earnings ?Increased 2021 Outlook to Reflect Improving Operating Performance ?Lowered Fully Diluted Share Count by 19.8 Million in the Quarter ?Received $928 million Related to Nasdaq Earn-out1 NEW YORK - August 6, 2021 - Newmark Group, Inc. (NASDAQ: NMRK) ("Newmark" or "the Company"), a leading fu

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 2, 2021 Newmark Group, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-38329 81-4467492 (State or other jurisdiction of incorporation) (Commission File

Newmark 401(k) Plan (incorporated by reference to Exhibit 4.3 to the Registrant’s Registration Statement on Form S-8 filed with the Commission on July 19, 2021)

Exhibit 4.3 NEWMARK 401(K) PLAN (Effective November 1, 2020) NEWMARK 401(K) PLAN TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 1.1 Account 1 1.2 Account Balance 1 1.3 Administrative Committee 1 1.4 Affiliate 1 1.5 After-Tax Contributions 2 1.6 After-Tax Election 2 1.7 Annual Additions 2 1.8 Basic Contributions 2 1.9 Beneficiary 2 1.10 Benefit Commencement Date 2 1.11 Catch-Up Contributions 2 1.12

As filed with the Securities and Exchange Commission on July 19, 2021 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 Newmark Group, Inc. (Exact name of registrant as

Registration No. 333- As filed with the Securities and Exchange Commission on July 19, 2021 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Newmark Group, Inc. (Exact name of registrant as specified in its charter) Delaware 81-4467492 (State or other jurisdiction of incorporation or organization) (IRS Employer

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Termination of a Material Definitive Agreement, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 25, 2021 Newmark Group, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-38329 81-4467492 (State or other jurisdiction of incorporation) (Commission File

The Plan’s Annual Report on Form 11-K for the fiscal year ended December 31, 2020, filed with the Commission on June 29, 2021

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from November 1, 2020 to December 31,

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbers: 001-38329 NEWMARK GRO

Highlights of Consolidated Results (USD millions) 1Q21 1Q20 Change Revenues $504.0 $483.9 4.1% GAAP income before income taxes and noncontrolling interests 55.2 19.0 189.8% GAAP net income for fully diluted shares 43.9 8.9 391.7% Adjusted Earnings be

Newmark Group, Inc. Reports First Quarter 2021 Financial Results Increases 2021 Financial Outlook to Reflect Improving Operating Performance NEW YORK - May 6, 2021 - Newmark Group, Inc. (NASDAQ: NMRK) ("Newmark" or "the Company"), a leading full-service commercial real estate business, today reported its financial results for the quarter ended March 31, 2021. Barry M. Gosin, CEO of Newmark, commen

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 6, 2021 Newmark Group, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-38329 81-4467492 (State or other jurisdiction of incorporation) (Commission File Nu

Annual Report - 10-K/A

Table of Contents Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Newmark to Complete Acquisition of Knotel

Newmark to Complete Acquisition of Knotel NEW YORK, NY – March 18, 2021 – Newmark Group, Inc.

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 18, 2021 Newmark Group, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-38329 81-4467492 (State or other jurisdiction of incorporation) (Commission File

List of subsidiaries of Newmark Group, Inc.

Exhibit 21.1 LIST OF SUBSIDIARIES OF NEWMARK GROUP, INC. ENTITY NAMES DOMESTIC JURISDICTION 375 PARK INVESTMENTS HOLDINGS, LLC DELAWARE ACRES BROKERAGE, LLC UTAH ACRES PROPERTY MANAGEMENT, LLC UTAH AMERICAN COMMERCIAL REAL ESATE SPECIALISTS GROUP, LLC UTAH APARTMENT REALTY ADVISORS MIDWEST, INC. OHIO APARTMENT REALTY ADVISORS OF ARIZONA, LLLP ARIZONA APARTMENT REALTY ADVISORS OF FLORIDA, INC. FLOR

Description of Registrant’s Securities Registered under Section 12 of the Securities and Exchange Act, as amended (included as Exhibit 4.1 to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 1, 2021)

Exhibit 4.1 DESCRIPTION OF SECURITIES The following summary is a description of the material terms of Newmark Group, Inc.?s, capital stock. When we use the words ?Newmark,? ?we,? ?us,? ?our? or the ?Company,? we are referring to Newmark Group, Inc. and its consolidated subsidiaries. Copies of our amended and restated certificate of incorporation, which we refer to as our ?certificate of incorporat

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIE

First Amendment, dated February 26, 2020, to the Credit Agreement, dated as of November 28, 2018, by and among Newmark Group, Inc., as Borrower, certain subsidiaries of the Borrower, as Guarantors, the several financial institutions from time to time as parties thereto, as Lenders, and Bank of America, N.A. as Administrative Agent

Exhibit 10.25 EXECUTION VERSION FIRST AMENDMENT TO CREDIT AGREEMENT This FIRST AMENDMENT TO CREDIT AGREEMENT (this ?Amendment?) is entered into as of February 26, 2020, among NEWMARK GROUP, INC., a Delaware corporation (the ?Borrower?), the Lenders (defined herein) signatory hereto and BANK OF AMERICA, N.A., as administrative agent (in such capacity, together with its successors in such capacity,

Highlights of Consolidated Results (USD millions) 4Q20 4Q19 Change FY20 FY19 Change Revenues $601.4 $632.4 (4.9)% $1,905.0 $2,218.1 (14.1)% GAAP income (loss) before income taxes and noncontrolling interests (6.3) (16.5) 61.8% 146.3 214.1 (31.7)% GAA

Newmark Group, Inc. Reports Fourth Quarter and Full Year 2020 Financial Results Record Capital Markets Performance Despite COVID-19 Pandemic Impact on Industry Volumes Conference Call to Discuss Results Scheduled for 10:00 AM ET Today NEW YORK, NY - February 18, 2021 - Newmark Group, Inc. (NASDAQ: NMRK) ("Newmark" or "the Company"), a leading full-service commercial real estate business, today rep

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 18, 2020 Newmark Group, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-38329 81-4467492 (State or other jurisdiction of incorporation) (Commission F

SC 13G/A

240.13d-102 Schedule 13G - Information to be included in statements filed pursuant to 240.13d-1(b), (c), and (d) and amendments thereto filed pursuant to 240.13d-2. Securities and Exchange Commission, Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) (Name of Issuer) NEWMARK GROUP, INC. (Title of Class of Securities) Class A Common Stock, $0.01 par val

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2)*

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2)* Name of issuer: Newmark Group Inc. Class A Title of Class of Securities: Common Stock CUSIP Number: 65158N102 Date of Event Which Requires Filing of this Statement: December 31, 2020 Check the appropriate box to designate the rule pursuant to which this Schedule is f

Financial Statements and Exhibits, Other Events - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 31, 2021 Newmark Group, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-38329 81-4467492 (State or other jurisdiction of incorporation) (Commission Fi

Newmark to Acquire Assets of Knotel

Newmark to Acquire Assets of Knotel New York City, NY (January 31, 2021) — Newmark Group, Inc.

SC 13G/A

us65158n1028012921.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 2) NEWMARK GROUP, INC. - (Name of Issuer) Class A Common Stock - (Title of Class of Securities) 65158N102 - (CUSIP Number) December 31, 2020 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pu

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended 09/30/2020 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbers: 001-38329 NEWMARK GROUP,

Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 5, 2020 Newmark Group, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-38329 81-4467492 (State or other jurisdiction of incorporation) (Commission Fi

Highlights of Consolidated Results (USD millions) 3Q20 3Q19 Change YTD 20 YTD 19 Change Revenues $435.9 $586.6 (25.7)% $1,303.6 $1,585.8 (17.8)% GAAP income before income taxes and noncontrolling interests 132.8 159.3 (16.7)% 152.6 230.6 (33.8)% GAAP

Newmark Group, Inc. Reports Third Quarter 2020 Financial Results Conference Call to Discuss Results Scheduled for 10:00 AM ET Today NEW YORK, NY - November 5, 2020 - Newmark Group, Inc. (NASDAQ: NMRK) ("Newmark" or "the Company"), a leading full-service commercial real estate business, today reported its financial results for the quarter ended September 30, 2020. Select Results Compared to the Yea

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 22, 2020 Newmark Group,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 22, 2020 Newmark Group, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-38329 81-4467492 (State or other jurisdiction of incorporation) (Commission

Our Definitive Proxy Statement on Schedule 14A for the 2020 Annual Meeting of Stockholders, filed with the Commission on August 10, 2020

DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

- DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use Of The Commission Only (As Permitted By Rule 14a-6(e)(2))

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbers: 001-38329 NEWMARK G

Newmark Group, Inc. Reports Second Quarter 2020 Financial Results Declares Quarterly Dividend of One Cent Conference Call to Discuss Results Scheduled for 10:00 AM ET Today

Newmark Group, Inc. Reports Second Quarter 2020 Financial Results Declares Quarterly Dividend of One Cent Conference Call to Discuss Results Scheduled for 10:00 AM ET Today NEW YORK, NY - August 6, 2020 - Newmark Group, Inc. (NASDAQ: NMRK) ("Newmark" or "the Company"), a leading full-service commercial real estate business, today reported its financial results for the quarter ended June 30, 2020.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2020 Newmark Group, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-38329 81-4467492 (State or other jurisdiction of incorporation) (Commission File

Newmark Establishes $125 Million Sublimit Line of Credit for Forbearance Under CARES Act

Newmark Establishes $125 Million Sublimit Line of Credit for Forbearance Under CARES Act NEW YORK, NY – June 23, 2020 – Newmark Group, Inc.

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 23, 2020 Newmark Group, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-38329 81-4467492 (State or other jurisdiction of incorporation) (Commission File

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 16, 2020 Newmark Group, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-38329 81-4467492 (State or other jurisdiction of incorporation) (Commission File

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbers: 001-38329 NEWMARK

First Amendment, dated February 26, 2020, to the Credit Agreement, dated as of November 28, 2018, by and among Newmark Group, Inc., as Borrower, certain subsidiaries of the Borrower, as Guarantors, the several financial institutions from time to time as parties thereto, as Lenders, and Bank of America, N.A. as Administrative Agent

Exhibit 10.1 EXECUTION VERSION FIRST AMENDMENT TO CREDIT AGREEMENT This FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of February 26, 2020, among NEWMARK GROUP, INC., a Delaware corporation (the “Borrower”), the Lenders (defined herein) signatory hereto and BANK OF AMERICA, N.A., as administrative agent (in such capacity, together with its successors in such capacity, t

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2020 Newmark Group, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-38329 81-4467492 (State or other jurisdiction of incorporation) (Commission File Nu

Newmark Group, Inc. Reports First Quarter 2020 Financial Results Declares Quarterly Dividend of $0.01 Newmark Reduces Support and Operational Expenses by at Least $100 Million for 2020 Conference Call to Discuss Results Scheduled for 10:00 AM ET Toda

Newmark Group, Inc. Reports First Quarter 2020 Financial Results Declares Quarterly Dividend of $0.01 Newmark Reduces Support and Operational Expenses by at Least $100 Million for 2020 Conference Call to Discuss Results Scheduled for 10:00 AM ET Today NEW YORK, NY - May 7, 2020 - Newmark Group, Inc. (NASDAQ: NMRK) ("Newmark" or "the Company"), a leading full-service commercial real estate business

Annual Report - 10-K/A

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 OR ☐ TRANSITION REPORT PURSUANT T

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 17, 2020 Newmark Group, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-38329 81-4467492 (State or other jurisdiction of incorporation) (Commission File

Description of Securities of Registrant

Exhibit 4.1 DESCRIPTION OF SECURITIES The following summary is a description of the material terms of Newmark Group, Inc.’s, capital stock. When we use the words “Newmark,” “we,” “us,” “our” or the “Company,” we are referring to Newmark Group, Inc. and its consolidated subsidiaries. Copies of our amended and restated certificate of incorporation, which we refer to as our “certificate of incorporat

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIE

List of subsidiaries of Newmark Group, Inc.

Exhibit 21.1 LIST OF SUBSIDIARIES OF NEWMARK GROUP, INC. ENTITY NAMES DOMESTIC JURISDICTION 375 PARK INVESTMENTS HOLDINGS, LLC DELAWARE ACRES BROKERAGE, LLC UTAH ACRES PROPERTY MAINTENANCE, LLC UTAH ACRES PROPERTY MANAGEMENT, LLC UTAH AMERICAN COMMERCIAL REAL ESATE SPECIALISTS GROUP, LLC UTAH APARTMENT REALTY ADVISORS MIDWEST, INC. OHIO APARTMENT REALTY ADVISORS OF ARIZONA, LLLP ARIZONA APARTMENT

First Amendment, dated February 26, 2020, to the Credit Agreement, dated as of November 28, 2018, by and among Newmark Group, Inc., as Borrower, certain subsidiaries of the Borrower, as Guarantors, the several financial institutions from time to time as parties thereto, as Lenders, and Bank of America, N.A. as Administrative Agent

Exhibit 10.29 EXECUTION VERSION FIRST AMENDMENT TO CREDIT AGREEMENT This FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of February 26, 2020, among NEWMARK GROUP, INC., a Delaware corporation (the “Borrower”), the Lenders (defined herein) signatory hereto and BANK OF AMERICA, N.A., as administrative agent (in such capacity, together with its successors in such capacity,

NMRK / Newmark Group, Inc. / PRINCIPAL GLOBAL INVESTORS Passive Investment

240.13d-102 Schedule 13G - Information to be included in statements filed pursuant to 240.13d-1(b), (c), and (d) and amendments thereto filed pursuant to 240.13d-2. Securities and Exchange Commission, Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. ) (Name of Issuer) NEWMARK GROUP, INC. (Title of Class of Securities) Class A Common Stock, $0.01 par valu

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 13, 2020 Newmark Group, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-38329 81-4467492 (State or other jurisdiction of incorporation) (Commission F

Newmark Group, Inc. Reports Fourth Quarter and Full Year 2019 Financial Results Record Annual Revenues and Transaction Volumes Declares Quarterly Dividend of Ten Cents Conference Call to Discuss Results Scheduled for 10:00 AM ET Today

Exhibit 99.1 Newmark Group, Inc. Reports Fourth Quarter and Full Year 2019 Financial Results Record Annual Revenues and Transaction Volumes Declares Quarterly Dividend of Ten Cents Conference Call to Discuss Results Scheduled for 10:00 AM ET Today NEW YORK, NY - February 13, 2020 - Newmark Group, Inc. (NASDAQ: NMRK) ("Newmark" or "the Company"), a leading full-service commercial real estate busine

NMRK / Newmark Group, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)* Name of issuer: Newmark Group Inc Title of Class of Securities: Common Stock CUSIP Number: 65158N102 Date of Event Which Requires Filing of this Statement: December 31, 2019 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ R