Michael J. Rispoli - 01 Oct 2025 Form 4 Insider Report for NEWMARK GROUP, INC. (NMRK)

Role: Chief Financial Officer
Signature: /s/ Michael J. Rispoli
Issuer symbol: NMRK
Transactions as of: 01 Oct 2025
Transactions value $: -$134,848
Form type: 4
Filing time: 02 Oct 2025, 17:04:36 UTC
Previous filing: 18 Mar 2025
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
Rispoli Michael J.	Chief Financial Officer	C/O NEWMARK GROUP, INC., 125 PARK AVENUE, NEW YORK	/s/ Michael J. Rispoli	02 Oct 2025	0001446936

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	NMRK	Class A Common Stock, par value $0.01 per share	Tax liability	-$135K	-7.29K	-0.99%	$18.49	730K	01 Oct 2025	Direct	F1, F2, F3, F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	NMRK	Newmark Holdings Exchangeable Limited Partnership Interests	Award		+4.38K	+13.86%		36K	01 Oct 2025	Class A common stock, par value $0.01 per share			Direct	F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	On October 1, 2025, pursuant to the vesting schedule of the restricted stock units ("RSUs") granted under the reporting person's employment agreement (the "2022 Employment Agreement"), which each represent a contingent right to receive one share of Class A Common Stock, par value $0.01 per share ("Class A Common Stock") of Newmark Group, Inc. (the "Company"), 14,285 RSUs became vested and issuable as shares of Class A Common Stock to the reporting person. The reported transaction involved the withholding by the Company of 7,293 shares of Class A Common Stock for taxes. The remaining 6,992 shares of Class A Common Stock were issued to the reporting person.
F2	Consists of 414,275 shares of Class A Common Stock of the Company represented by RSUs granted in connection with the 2022 Employment Agreement, divided into five tranches of 100,000 RSUs each that vest in 1/7 increments on a seven-year schedule, one of which vests on October 1 of each year commencing October 1, 2023, and the remaining four of which vest on March 15 of each year commencing on each of March 15, 2024, 2025, 2026, and 2027.
F3	Also consists of 228,562 shares of Class A Common Stock of the Company represented by RSUs granted in connection with the 2022 Employment Agreement, divided into five tranches of 50,000 RSUs each that vest in 1/7 increments on March 15 of each year commencing on each of March 15, 2024, 2025, 2026, 2027 and 2028.
F4	Also consists of 87,204 shares of Class A Common Stock of the Company held directly after the vesting and withholding described in Footnote 1.
F5	Consists of a grant of 4,378 exchange rights with respect to 4,378 previously awarded units ("Holdings Units") of Newmark Holdings, L.P. that were previously non-exchangeable. The total number of exchangeable Holdings Units held by the reporting person also includes 31,598 exchangeable Holdings Units held by the reporting person prior to such grant. Exchangeable Holdings Units are exchangeable by the holder at any time into shares of Class A Common Stock at the then-current exchange ratio, which is currently 0.9273, but is subject to adjustment. The grant was approved by the Compensation Committee of the Board of Directors of the Company and is exempt pursuant to Rule 16b-3 under the Exchange Act.