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~~February 3025, ~~2025~~2026

Newmark Group, Inc.

(Exact name of Registrant as specified in its charter)

Delaware	~~001-38329~~	001-38329	~~81-4467492~~	81-4467492
(State or other jurisdiction of incorporation)	(Commission File Number)		(I.R.S. Employer Identification No.)
(State or other jurisdictionof incorporation)		(CommissionFile Number)		(I.R.S. EmployerIdentification No.)

125 Park Avenue, New York, NY 10017

(Address of principal executive offices)

Registrant’s telephone number, including area code: (212) 372-2000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

~~Trading Symbol(s)~~

~~Name of each exchange On which registered~~

TradingSymbol(s)

Name of each exchange on which registered

Class A Common Stock, $0.01 par value

~~NMRK~~

~~The Nasdaq Stock Market LLC~~

NMRK

The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


☐			Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5 2.0702. Results ~~Submission~~ of ~~Matters~~Operations toand aFinancial ~~Vote of Security Holders~~Condition.

~~The 2025~~On ~~annual~~February ~~meeting~~25, of2026, ~~stockholders~~Newmark Group, Inc. (the “~~Annual~~Registrant,” ~~Meeting~~“we,”) of“us,” “Newmark ~~Group~~,” ~~Inc.~~or (the “Company”) ~~was~~issued ~~held~~a on press release announcing its financial results for the quarter ended December 3031, 2025. ~~The~~A ~~following~~copy ~~matters~~of ~~were~~the ~~voted~~press release is attached as Exhibit 99.1 to this Current Report on atForm ~~the~~8-K ~~Annual~~and ~~Meeting:~~is incorporated by reference herein.

(Except as indicated below, the information in this Item 2.02 and Exhibit 99.1) ~~The~~attached ~~election~~to this Current Report on Form 8-K are being furnished under Item 2.02 of ~~five~~Form ~~directors~~8-K. toSuch ~~hold~~information ~~office~~shall ~~until~~not be deemed “filed” for purposes of Section 18 of the ~~next~~Securities ~~annual~~Exchange ~~meeting~~Act of ~~stockholders~~1934, ~~and~~as ~~until~~amended ~~their~~(the ~~respective~~“Exchange ~~successors~~Act”), ~~have~~or ~~been~~otherwise ~~duly~~subject ~~elected~~to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such filing and ~~qualified;~~as set forth below.

~~(2)~~FILED ~~The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025; and~~INFORMATION

~~(3)~~ The ~~approval,~~information set forth under the heading “Dividend Information” set forth in Exhibit 99.1 to this Current Report on anForm ~~advisory~~8-K ~~basis,~~is being filed under Item 2.02 of ~~executive~~Form ~~compensation~~8-K and shall be deemed incorporated by reference in any filing under the Securities Act, except as expressly set forth by specific reference in such filing. All other information set forth in Exhibit 99.1 is being furnished.

~~For more~~DISCUSSION ~~information~~OF ~~about~~FORWARD-LOOKING ~~the~~STATEMENTS ~~foregoing~~ABOUT ~~proposals, see the proxy statement for the Annual Meeting.~~NEWMARK

At Statements in the ~~Annual~~press ~~Meeting,~~release ~~holders~~in Exhibit 99.1 of ~~the~~this ~~Company’s~~Current ~~Class~~Report Aon ~~common~~Form ~~stock~~8-K ~~were~~regarding ~~entitled~~Newmark tothat ~~one~~are ~~vote~~not ~~per~~historical ~~share,~~facts are “forward-looking statements” that involve risks and ~~holders~~uncertainties, ofwhich could cause actual results to differ from those contained in the forward-looking statements. These include statements about the Company’s ~~Class~~ Bbusiness, ~~common~~results, ~~stock~~financial ~~were~~position, ~~entitled~~liquidity toand 10outlook, ~~votes~~which ~~per~~may ~~share,~~constitute forward-looking statements and are subject to the ~~two~~risk ~~classes~~that ~~voted~~the ~~together~~actual asimpact amay ~~single~~differ, ~~class~~possibly onmaterially, ~~each~~from ofwhat ~~the~~is ~~matters submitted~~currently expected. Except as required by law, Newmark undertakes no obligation to aupdate ~~vote~~any offorward-looking ~~stockholders~~statements. ~~The~~For ~~aggregate~~a ~~number~~discussion of ~~Class~~additional Arisks and ~~Class~~uncertainties, Bwhich ~~votes~~could ~~cast~~cause ~~for~~actual ~~and~~results ~~against~~to ~~and~~differ ~~withheld~~from ~~votes~~those contained in the forward-looking statements, ~~abstentions~~ see Newmark’s Securities and ~~broker~~Exchange ~~non-votes~~Commission ~~with~~filings, ~~respect~~including, but not limited to, ~~each~~the ~~matter~~risk ~~voted~~factors ~~upon~~and atSpecial ~~the~~Note ~~Annual~~on ~~Meeting~~Forward-Looking ~~are~~Information set forth ~~below:~~in these filings and any updates to such risk factors and Special Note on Forward-Looking Information contained in subsequent reports on Form 10-K, Form 10-Q or Form 8-K.

~~Proposal 1~~Item -9.01. ~~Election~~Financial ofStatements ~~directors~~and Exhibits

Directors	For		Withheld		Broker Non- Votes
Kyle S. Lutnick		288,059,704		29,399,851		27,550,771
Stephen M. Merkel		288,225,323		29,234,232		27,550,771
Virginia S. Bauer		256,240,476		61,219,079		27,550,771
Kenneth A. McIntyre		276,748,210		40,711,345		27,550,771
Jay Itkowitz		302,382,116		15,077,439		27,550,771


(d)			Exhibits

The ~~five~~ ~~nominees~~exhibit ~~were~~index ~~elected~~set toforth ~~the~~below ~~Board~~is ofincorporated ~~Directors~~by ofreference ~~the~~in ~~Company~~response ~~and~~to ~~will~~this ~~serve~~Item ~~as directors until the Company’s next annual meeting and until their respective successors have been duly elected and qualified~~9.01.

~~Proposal 2~~EXHIBIT –INDEX ~~Ratification of appointment of independent registered public accounting firm~~

For		Against			Abstain
Exhibit No.				Description
	344,576,329		373,011			60,986
99.1				Newmark Group, Inc. press release dated February 25, 2026
104				The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

Stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending

December 31, 2025.

Proposal 3 – Approval, on an advisory basis, of executive compensation

For				Against				Abstain				Broker Non- Votes
	245,525,288				71,333,000				601,267				27,550,771

Stockholders approved, on an advisory basis, the Company’s executive compensation.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

~~Newmark Group, Inc.~~

Newmark Group, Inc.

Date: December 30, 2025

By:

/s/ Michael J. Rispoli

Date: February 25, 2026

By:

/s/ Michael J. Rispoli

Name:

Michael J. Rispoli

Name: Michael J. Rispoli

Title:

Chief Financial Officer

Title: Chief Financial Officer

[Signature Page to Form 8-K, ~~regarding~~dated ~~actions~~February ~~taken~~25, at2026, ~~the~~regarding ~~Company~~Newmark Group, Inc.’s fourth quarter ended December 31, 2025 Earnings Release]

Annual Meeting of Stockholders]

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