CF GROUP MANAGEMENT INC 4

What Happened
CF Group Management, Inc. (the managing general partner of Cantor Fitzgerald, L.P. or "CFLP") reported an acquisition on May 28, 2026 of 137,831 exchangeable limited partnership interests in Newmark Holdings. These are derivative interests (reported as an award/acquisition) rather than direct shares of Newmark Group, Inc. The filing shows the 137,831 Interests are exercisable for an aggregate of 127,769 shares of Newmark Class B common stock (or, at CFLP’s option, Class A common stock) at the then-current exchange ratio of 0.9270. No cash price per share is reported in the Form 4 (transaction recorded as N/A); the Interests were purchased from Newmark Holdings in a transaction exempt under Rule 16b-3.

Key Details

• Transaction date: May 28, 2026; Form 4 filed June 1, 2026.
• Transaction type/code: A (Grant/award or other acquisition of derivative interests).
• Quantity acquired: 137,831 exchangeable limited partnership interests → currently exercisable for 127,769 Newmark shares (0.9270 exchange ratio).
• Conversion/options: CFLP may elect Class A or Class B shares; Class B shares are convertible 1-for-1 into Class A.
• Purchase mechanics: Interests bought from Newmark Holdings under the Newmark Holdings limited partnership agreement (Sections cited in footnotes). Transaction exempt under Rule 16b-3.
• Related holdings disclosed: Footnotes reference CFLP holdings of 20,521,166 Interests (exercisable for 19,023,121 Class B shares at the 0.9270 ratio). CF Group Management states it is the managing general partner of CFLP and disclaims beneficial ownership of any interests beyond its pecuniary interest.

Context

• These are derivative exchangeable interests, not an open-market stock buy; they can be exchanged for common stock at a set ratio, so the economic exposure is to Newmark equity but ownership is through partnership interests.
• The filing clarifies the mechanics (exchange ratio and the option to take Class A or Class B stock) and that the transfer was pursuant to the partnership agreement and exempt from typical Section 16b short-swing rules under Rule 16b-3.
• CF Group Management’s disclosure is institutional/partnership-level (managing GP for CFLP), and the filer disclaims beneficial ownership of any interests beyond its pecuniary interest — this is not a typical insider personal buy/sell signaling individual sentiment.