Lutnick Brandon 4
4 · NEWMARK GROUP, INC. · Filed Jun 1, 2026
Research Summary
AI-generated summary of this filing
Newmark (NMRK) 10% Owner Brandon Lutnick Acquires 137,831 Exchangeable Interests
What Happened
- Brandon Lutnick, reported as a 10% owner of Newmark Group, Inc. and Chairman/CEO of Cantor Fitzgerald affiliates, is reporting an acquisition of 137,831 exchangeable limited partnership interests (a derivative acquisition) on May 28, 2026. The interests were purchased by Cantor Fitzgerald, L.P. (CFLP) from Newmark Holdings under an exemption pursuant to Rule 16b-3. The 137,831 interests are currently exercisable for an aggregate of 127,769 shares of Newmark Class B common stock (or, at CFLP’s option, Class A) at the then-current exchange ratio of 0.9270. Footnotes indicate the interests were acquired for aggregate cash consideration of approximately $508,209.
Key Details
- Transaction date: May 28, 2026; Form 4 filed June 1, 2026 (filed within required two business days).
- Transaction type: Acquisition of exchangeable limited partnership interests (derivative) — reporting code "A".
- Interests acquired: 137,831 exchangeable interests -> convertible into 127,769 Newmark shares at a 0.9270 exchange ratio (subject to adjustment).
- Consideration: Aggregate ~ $508,209 (comprised of $493,149 for 134,302 interests and $15,060 for 3,529 interests, per footnotes).
- Who purchased: Cantor Fitzgerald, L.P. (CFLP); CFGM is CFLP’s managing GP. Lutnick reports because of his control positions and trustee role; he disclaims beneficial ownership beyond any pecuniary interest.
- Shares owned after transaction: Not specified in this Form 4.
- Filing timeliness: Reported timely (filed within the SEC’s two-business-day window).
Context
- These are exchangeable partnership interests (derivatives) that CFLP can convert into Newmark common stock; the filing clarifies conversion mechanics (0.9270 interests → 1 share of Class B, Class B is convertible one-for-one into Class A). Because the acquisition was made by CFLP (an entity managed by affiliates controlled by Lutnick), this reflects an entity-level transaction tied to existing partnership arrangements rather than a straightforward open-market personal buy. The filing is factual and does not indicate Lutnick’s personal trading intent.
Insider Transaction Report
Form 4
Lutnick Brandon
Director10% Owner
Transactions
- Award
Newmark Holdings Exchangeable Limited Partnership Interests
[F2][F1][F3][F4][F5]2026-05-28+137,831→ 20,521,166 total(indirect: See Footnote)→ Class A or Class B Common Stock, par value $0.01 per share (127,769 underlying)
Footnotes (5)
- [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).
- [F5]Consists of Interests held by CFLP. CF Group Management, Inc. ("CFGM") is the managing general partner of CFLP. Securities held by CFLP are included on this report because the reporting person is the Chairman and Chief Executive Officer of CFLP and CFGM and also the trustee with decision making control of trusts that hold all of the voting shares of CFGM. As a result of his beneficial ownership of CFGM and CFLP, the reporting person may, solely for purposes of Section 16 of the Exchange Act, be deemed a "director by deputization." The reporting person disclaims beneficial ownership of all securities held by CFLP in excess of his pecuniary interest, if any, and this report shall not be deemed an admission that he is the beneficial owner of, or has pecuniary interest in, any such excess securities for purposes of Section 16 of the Exchange Act, or for any other purpose.
Signature
/s/ Brandon G. Lutnick, Chairman and Chief Executive Officer|2026-06-01