Lutnick Brandon 4

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.