Chairman Brandon G. Lutnick - 06 Oct 2025 Form 3 Insider Report for NEWMARK GROUP, INC. (NMRK)

Footnote F1

On October 6 , 2025, the reporting person, through trusts for which he is trustee with decision making control, closed the purchase from Howard W. Lutnick, in Howard W. Lutnick's capacity as trustee of certain trusts, of (i) all of the voting shares of CF Group Management, Inc. ("CFGM"), which is the Managing General Partner of Cantor Fitzgerald, L.P. ("CFLP"), and (ii) all of the outstanding equity interests in KBCR Management Partners, LLC ("KBCR") and Tangible Benefits, LLC ("Tangible Benefits"). The shares of Class A common stock, par value $0.01 per share ("Class A Common Stock") and shares of Class B common stock, par value $0.01 per share ("Class B Common Stock") of Newmark Group, Inc. (the "Company") held by these entities are included on this report as indirectly beneficially owned by the reporting person.

Footnote F2

Consists of 4,388,045 shares of Class A Common Stock held indirectly, consisting of (i) 1,025,612 shares of Class A Common Stock held by CFGM, (ii) 1,362,415 shares of Class A Common Stock held by KBCR, (iii) 746,955 shares of Class A Common Stock held by Tangible Benefits, (iv) 99,146 shares of Class A Common Stock held by LFA, LLC ("LFA"), (v) 907,803 shares of Class A Common Stock held by various trust accounts for the benefit of the descendants of Mr. Howard W. Lutnick and his immediate family, and (vi) 246,114 shares of Class A Common Stock held by various other trust accounts for the benefit of Mr. Howard W. Lutnick's immediate family.

Footnote F3

Consists of 21,285,533 shares of the Company's Class B Common Stock held indirectly, consisting of (i) 20,932,207 shares of Class B Common Stock held by CFLP and (ii) 353,326 shares of Class B Common Stock held by CFGM. 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.

Footnote F4

Consists of 19,787,703 exchangeable limited partnership interests ("Interests") in Newmark Holdings, L.P. ("Newmark Holdings") held by CFLP. The exchange rights with respect to the Interests held by CFLP are exercisable at any time for shares of Class B Common Stock, or, at CFLP's option, Class A Common Stock, at the then-current exchange ratio (which is 0.9273 as of October 6, 2025), which is subject to adjustment.

Footnote F5

CFGM is the Managing General Partner of CFLP and KBCR is a non-managing General Partner of CFLP. Securities held by CFGM and CFLP are included on this report because the reporting person is the Chairman and Chief Executive Officer 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 Securities Exchange Act of 1934, as amended (the "Exchange Act"), be deemed a "director by deputization." Securities held by KBCR, Tangible Benefits, and LFA are included on this report because of the reporting person's position as the manager of each entity and through the reporting person's control of

Footnote F6

(Continued from Footnote 5) KBCR and Tangible Benefits as trustee with decision making control of trusts which hold all of the issued and outstanding equity interests of KBCR and Tangible Benefits. Securities held by the trusts described in this report are included on this report because (i) the beneficiaries of such trusts include the reporting person and/or members of his immediate family, and (ii) of the reporting person's position as trustee with decision making control. The reporting person disclaims beneficial ownership of all securities held by CFGM, CFLP, KBCR, Tangible Benefits, and LFA, 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.