CANTOR FITZGERALD, L. P. 4
4 · NEWMARK GROUP, INC. · Filed Jun 1, 2026
Research Summary
AI-generated summary of this filing
Newmark (NMRK) 10% Owner Cantor Fitzgerald Acquires 137,831 Interests
What Happened
Cantor Fitzgerald, L.P. (a reported 10% owner) purchased 137,831 exchangeable limited partnership interests in Newmark Holdings on May 28, 2026. Those Interests are exchangeable at the current ratio of 0.9270 for an aggregate of 127,769 shares of Newmark Group, Inc. Class B common stock (or, at CFLP’s option, the same number of Class A shares). No per-share stock price is listed on the Form 4 because this was an acquisition of partnership interests (derivative), not a direct open-market share purchase.
Key Details
- Transaction date: 2026-05-28; Form filed: 2026-06-01. (No late filing is indicated in the provided data.)
- Transaction type/code: Grant/Award/Other acquisition (A) of 137,831 exchangeable limited partnership interests (derivative).
- Exchange rights: 137,831 Interests currently exercisable for 127,769 shares at a 0.9270 exchange ratio (subject to adjustment). Class B shares are convertible one-for-one into Class A shares.
- Consideration paid (per footnotes): 134,302 Interests purchased for $493,149 and 3,529 Interests purchased for $15,060, for aggregate consideration of $508,209.
- Exemption/authority: Purchase was made from Newmark Holdings in a transaction exempt under Rule 16b-3 and pursuant to the Amended and Restated Agreement of Limited Partnership of Newmark Holdings.
- Filing does not state total shares/Interests beneficially owned after the transaction in the provided excerpt.
Context
This was an institutional purchase of exchangeable partnership interests (a derivative acquisition) rather than a direct buy of common stock by an officer or director. The Interests can be converted into Newmark common shares (Class B or, at CFLP’s option, Class A), so the transaction increases CFLP’s potential economic exposure to Newmark equity. Institutional 10% owner activity is informative for ownership tracking but does not by itself indicate management sentiment.
Insider Transaction Report
- Award
Newmark Holdings Exchangeable Limited Partnership Interests
[F2][F1][F3][F4]2026-05-28+137,831→ 20,521,166 total→ Class A or Class B Common Stock, par value $0.01 per share (127,769 underlying)
Footnotes (4)
- [F1]On May 28, 2026, Cantor Fitzgerald, L.P. ("CFLP") purchased from Newmark Holdings, L.P. ("Newmark Holdings") an aggregate of 137,831 exchangeable limited partnership interests in Newmark Holdings (the "Interests") in a transaction exempt pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in accordance with the Amended and Restated Agreement of Limited Partnership of Newmark Holdings (as amended from time to time, the "Newmark Holdings Agreement").
- [F2]The exchange rights with respect to the 137,831 Interests are currently exercisable at any time for an aggregate of 127,769 shares of Newmark Group, Inc. ("Newmark") Class B common stock, par value $0.01 per share ("Class B Common Stock") (or, at CFLP's option, an aggregate of 127,769 shares of Newmark Class A common stock, par value $0.01 per share ("Class A Common Stock")), at the then-current exchange ratio (which is 0.9270 shares per Interest (subject to adjustment) as of May 28, 2026). The shares of Class B Common Stock are convertible at any time on a one-for-one basis (subject to adjustment) into shares of Class A Common Stock.
- [F3]Includes 134,302 Interests purchased from Newmark Holdings pursuant to Sections 12.02 and 12.03 of the Newmark Holdings Agreement as a result of the redemption of 134,302 non-exchangeable founding partner units for an aggregate consideration of $493,149, and 3,529 Interests purchased from Newmark Holdings pursuant to Section 8.08 of the Newmark Holdings Agreement for an aggregate consideration of $15,060 as a result of the exchange of 3,529 exchangeable founding partner units.
- [F4]The exchange rights with respect to the 20,521,166 Interests are currently exercisable at any time for an aggregate of 19,023,121 shares of Class B Common Stock (or, at CFLP's option, an aggregate of 19,023,121 shares of Class A Common Stock) at the current exchange ratio (which is 0.9270 shares per Interest (subject to adjustment) as of May 28, 2026).