NMRK · Newmark Group, Inc.

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.

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").

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.

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).

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.

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").

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.

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).

Consists of Interests held by CFLP. CF Group Management, Inc. ("CFGM") is the managing general partner of CFLP. CFGM disclaims beneficial ownership of all such securities in excess of its pecuniary interest, if any, and this report shall not be deemed an admission that CFGM 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.

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.

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").

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.

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).

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.

On March 15, 2026, 1,501 restricted stock units ("RSUs"), which were previously granted as compensation to the reporting person under the Newmark Group, Inc. (the "Company") Long Term Incentive Plan in connection with his previous employment by the Company, and each representing a contingent right to receive one share of Class A Common Stock, par value $0.01 per share ("Class A Common Stock") of the Company, became vested and issuable as Class A Common Stock to the reporting person. The reported transaction involved the withholding by the Company of 680 shares of Class A Common Stock withheld for taxes. The remaining 821 shares of Class A Common Stock were issued to the reporting person.

Consists of 6,827 shares of Class A Common Stock held directly after the vesting and withholding described in Footnote 1 and 2,316 RSUs that vest ratably on a five-year schedule beginning on the grant date of March 15, 2024, in each case provided that the reporting person is still substantially providing services exclusively for the Company or any of its affiliates through the applicable vesting date.

On March 15, 2026, pursuant to the vesting schedule of the restricted stock units ("RSUs") previously granted to the reporting person, 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"), 3,887 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 1,543 shares of Class A Common Stock for taxes. The remaining 2,344 shares of Class A Common Stock were issued to the reporting person.

Consists of (i) 16,447 shares of Class A Common Stock held directly after the vesting and withholding described in Footnote 1, and (ii) 7,917 shares of Class A Common Stock received as restricted stock awards that will vest ratably on each of September 1, 2026, 2027, and 2028, provided that the reporting person is still providing substantial services for the Company or any of its affiliates through the applicable vesting date.

On March 15, 2026, 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"), 64,292 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 32,824 shares of Class A Common Stock for taxes. The remaining 31,468 shares of Class A Common Stock were issued to the reporting person.

Consists of 371,415 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.

Also consists of 207,130 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.

Also consists of 118,672 shares of Class A Common Stock of the Company held directly after the vesting and withholding described in Footnote 1.

On February 25, 2026, Newmark Group, Inc. (the "Company") repurchased an aggregate of 59,601 shares of its Class A common stock, par value $0.01 per share ("Class A Common Stock"), from the reporting person. The sale price per share was the closing price per share of a share of the Class A Common Stock on the Nasdaq Global Select Market on February 25, 2026. The transaction was approved by the Audit Committee and Compensation Committee of the Company pursuant to the Company's stock buyback authorization and is exempt pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended.

Represents a gift of shares of Newmark Group, Inc. (the "Company") Class A common stock, par value $0.01 per share ("Class A Common Stock"), by the reporting person to a charitable organization.

Includes 3,899,995 shares of Class A Common Stock held directly. Of the shares held directly, includes 11,373 shares held by the reporting person that were inadvertently omitted due to administrative error from the reporting person's last Form 4 filing reporting Class A Common Stock.

Consists of a grant of 531,022 exchange rights with respect to 531,022 previously awarded units ("Holdings Units") of Newmark Holdings, L.P. that were previously non-exchangeable. Exchangeable Holdings Units are exchangeable by the holder at any time into shares of Class A Common Stock, par value $0.01 per share, of Newmark Group, Inc. (the "Company") at the then-current exchange ratio, which is currently 0.9258. The total number of exchangeable Holdings Units includes 354,076 exchangeable Holdings Units held by the reporting person prior to such grant.. 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 Securities Exchange Act of 1934, as amended.

The 2,856 shares of Class A Common Stock, par value $0.01 per share (the "Class A Common Stock"), of Newmark Group, Inc. (the "Issuer"), are represented by 2,856 restricted stock units ("RSUs") granted under the Amended and Restated Newmark Group, Inc. Long Term Incentive Plan. Each RSU represents a contingent right to receive one share of Class A Common Stock. Of the 2,856 RSUs, (i) 1,428 RSUs will vest on December 30, 2026, and (ii) 1,428 RSUs will vest on December 30, 2027, in each case provided that the reporting person continues to serve as a member of the Board of Directors of the Issuer on such dates.

Also includes 1,678 RSUs granted on October 17, 2024 which will vest on October 17, 2026, provided that the reporting person continues to serve as a member of the Board of Directors of the Issuer on such date.

Also includes 56,104 shares of Class A Common Stock held directly.

The 2,856 shares of Class A Common Stock, par value $0.01 per share (the "Class A Common Stock"), of Newmark Group, Inc. (the "Issuer"), are represented by 2,856 restricted stock units ("RSUs") granted under the Amended and Restated Newmark Group, Inc. Long Term Incentive Plan. Each RSU represents a contingent right to receive one share of Class A Common Stock. Of the 2,856 RSUs, (i) 1,428 RSUs will vest on December 30, 2026, and (ii) 1,428 RSUs will vest on December 30, 2027, in each case provided that the reporting person continues to serve as a member of the Board of Directors of the Issuer on such dates.

Also includes 1,678 RSUs granted on October 17, 2024 which will vest on October 17, 2026, provided that the reporting person continues to serve as a member of the Board of Directors of the Issuer on such date.

Also includes 36,845 shares of Class A Common Stock held directly.

The 2,856 shares of Class A Common Stock, par value $0.01 per share (the "Class A Common Stock"), of Newmark Group, Inc. (the "Issuer"), are represented by 2,856 restricted stock units ("RSUs") granted under the Amended and Restated Newmark Group, Inc. Long Term Incentive Plan. Each RSU represents a contingent right to receive one share of Class A Common Stock. Of the 2,856 RSUs, (i) 1,428 RSUs will vest on December 30, 2026, and (ii) 1,428 RSUs will vest on December 30, 2027, in each case provided that the reporting person continues to serve as a member of the Board of Directors of the Issuer on such dates.

Also includes 1,678 RSUs granted on October 17, 2024 which will vest on October 17, 2026, provided that the reporting person continues to serve as a member of the Board of Directors of the Issuer on such date.

Also includes 38,754 shares of Class A Common Stock held directly.

Represents a gift of shares of Newmark Group, Inc. (the "Company") Class A common stock, par value $0.01 per share ("Class A Common Stock"), by the reporting person to a charitable organization. The gifted shares, which the reporting person previously reported as indirectly beneficially owned, became directly beneficially owned by the reporting person following the distribution, for no consideration, by a trust account for the benefit of the descendants of the Lutnick family, of 145,181 shares of Class A Common Stock to the reporting person on December 12, 2025.

The exchange rights with respect to the 595,632 Interests are currently exercisable at any time for an aggregate of 551,436 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 324,321 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 0.9258 shares per Interest (subject to adjustment) as of November 18, 2025). 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.

On November 18, 2025, Cantor Fitzgerald, L.P. ("CFLP") purchased from Newmark Holdings, L.P. ("Newmark Holdings") an aggregate of 595,632 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").

Includes 524,108 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 524,108 non-exchangeable founding partner units for an aggregate consideration of $1,909,908, and 71,254 Interests purchased from Newmark Holdings pursuant to Section 8.08 of the Newmark Holdings Agreement for an aggregate consideration of $302,750 as a result of the exchange of 71,524 exchangeable founding partner units.

The exchange rights with respect to the 20,383,335 Interests are currently exercisable at any time for an aggregate of 18,870,892 shares of Class B Common Stock (or, at CFLP's option, an aggregate of 18,870,892 shares of Class A Common Stock) at the current exchange ratio (which is 0.9258 shares per Interest (subject to adjustment) as of November 18, 2025).

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.

The exchange rights with respect to the 595,632 Interests are currently exercisable at any time for an aggregate of 551,436 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 324,321 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 0.9258 shares per Interest (subject to adjustment) as of November 18, 2025). 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.

On November 18, 2025, Cantor Fitzgerald, L.P. ("CFLP") purchased from Newmark Holdings, L.P. ("Newmark Holdings") an aggregate of 595,632 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").

Includes 524,108 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 524,108 non-exchangeable founding partner units for an aggregate consideration of $1,909,908, and 71,254 Interests purchased from Newmark Holdings pursuant to Section 8.08 of the Newmark Holdings Agreement for an aggregate consideration of $302,750 as a result of the exchange of 71,524 exchangeable founding partner units.

The exchange rights with respect to the 20,383,335 Interests are currently exercisable at any time for an aggregate of 18,870,892 shares of Class B Common Stock (or, at CFLP's option, an aggregate of 18,870,892 shares of Class A Common Stock) at the then-current exchange ratio (which is 0.9258 shares per Interest (subject to adjustment) as of November 18, 2025).

Consists of Interests held by CFLP. CF Group Management, Inc. ("CFGM") is the managing general partner of CFLP. CFGM disclaims beneficial ownership of all such securities in excess of its pecuniary interest, if any, and this report shall not be deemed an admission that CFGM 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.

The exchange rights with respect to the 595,632 Interests are currently exercisable at any time for an aggregate of 551,436 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 324,321 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 0.9258 shares per Interest (subject to adjustment) as of November 18, 2025). 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.

On November 18, 2025, Cantor Fitzgerald, L.P. ("CFLP") purchased from Newmark Holdings, L.P. ("Newmark Holdings") an aggregate of 595,632 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, in accordance with the Amended and Restated Agreement of Limited Partnership of Newmark Holdings (as amended from time to time, the "Newmark Holdings Agreement").

Includes 524,108 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 524,108 non-exchangeable founding partner units for an aggregate consideration of $1,909,908, and 71,254 Interests purchased from Newmark Holdings pursuant to Section 8.08 of the Newmark Holdings Agreement for an aggregate consideration of $302,750 as a result of the exchange of 71,524 exchangeable founding partner units.

The exchange rights with respect to the 20,383,335 Interests are currently exercisable at any time for an aggregate of 18,870,892 shares of Class B Common Stock (or, at CFLP's option, an aggregate of 18,870,892 shares of Class A Common Stock) at the then-current exchange ratio (which is 0.9258 shares per Interest (subject to adjustment) as of November 18, 2025).

Consists of Interests 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.

On October 6, 2025, the reporting person, in his capacity as trustee of a trust, closed the sale to trusts controlled by Brandon G. Lutnick of all of the voting shares of CF Group Management, Inc. ("CFGM"), which is the Managing General Partner of Cantor Fitzgerald, L.P. ("CFLP"). Following the close of the transaction, the reporting person no longer has beneficial ownership of the (i) 20,932,207 shares of Class B Common Stock, par value $0.01 per share ("Class B Common Stock") of Newmark Group, Inc. (the "Company") held by CFLP, (ii) 353,326 shares of Class B Common Stock held by CFGM, (iii) 1,025,612 shares of Class A Common Stock, par value $0.01 per share ("Class A Common Stock") of the Company held by CFGM, or (iv) 19,787,703 exchangeable limited partnership interests ("Interests") in Newmark Holdings, L.P. ("Newmark Holdings") held by CFLP. The aggregate sale price of the voting shares of CFGM was $200,000.

CFGM is the Managing General Partner of CFLP and KBCR is a non-managing General Partner of CFLP. The reporting person was the sole voting member of KBCR and Tangible Benefits, through trusts, prior to the transactions described in footnote (2). The reporting person disclaims beneficial ownership of all securities held by CFLP, CFGM, KBCR, and Tangible Benefits in excess of his pecuniary interest, if any, and this report shall not be deemed an admission that he was the beneficial owner of, or had pecuniary interest in, any such excess securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

On October 6, 2025, the reporting person, in his capacity as trustee of a trust, closed the sale to trusts controlled by Brandon G. Lutnick of all of the voting shares of CF Group Management, Inc. ("CFGM"), which is the Managing General Partner of Cantor Fitzgerald, L.P. ("CFLP"). Following the close of the transaction, the reporting person no longer has beneficial ownership of the (i) 20,932,207 shares of Class B Common Stock, par value $0.01 per share ("Class B Common Stock") of Newmark Group, Inc. (the "Company") held by CFLP, (ii) 353,326 shares of Class B Common Stock held by CFGM, (iii) 1,025,612 shares of Class A Common Stock, par value $0.01 per share ("Class A Common Stock") of the Company held by CFGM, or (iv) 19,787,703 exchangeable limited partnership interests ("Interests") in Newmark Holdings, L.P. ("Newmark Holdings") held by CFLP. The aggregate sale price of the voting shares of CFGM was $200,000.

CFGM is the Managing General Partner of CFLP and KBCR is a non-managing General Partner of CFLP. The reporting person was the sole voting member of KBCR and Tangible Benefits, through trusts, prior to the transactions described in footnote (2). The reporting person disclaims beneficial ownership of all securities held by CFLP, CFGM, KBCR, and Tangible Benefits in excess of his pecuniary interest, if any, and this report shall not be deemed an admission that he was the beneficial owner of, or had pecuniary interest in, any such excess securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

On October 6, 2025, effective immediately after the transaction described in footnote (1), the Company repurchased 4,400 shares of Class A Common Stock held by the reporting person's spouse in a transaction exempt pursuant to Rule 16b-3 of the Exchange Act. The price per share for the sale was $11.04, which was the closing price of the Company's Class A Common Stock on the Nasdaq Global Select Market on May 29, 2025, reduced by $0.048 per share, which is the amount of the after-tax portion of the (i) dividends declared on such shares of Class A Common Stock but unpaid and with record dates between May 29, 2025 and the transaction date payable to the reporting person's spouse, and (ii) dividends on such shares of Class A Common Stock paid to the reporting person's spouse between May 29, 2025 and the transaction date. The transaction was approved by the Audit Committee of the Company and was made pursuant to the Company's existing stock repurchase authorization.

CFGM is the Managing General Partner of CFLP and KBCR is a non-managing General Partner of CFLP. The reporting person was the sole voting member of KBCR and Tangible Benefits, through trusts, prior to the transactions described in footnote (2). The reporting person disclaims beneficial ownership of all securities held by CFLP, CFGM, KBCR, and Tangible Benefits in excess of his pecuniary interest, if any, and this report shall not be deemed an admission that he was the beneficial owner of, or had pecuniary interest in, any such excess securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

On October 6, 2025, the reporting person, in his capacity as trustee of a trust, closed the sale to trusts controlled by Brandon G. Lutnick of all of the voting shares of CF Group Management, Inc. ("CFGM"), which is the Managing General Partner of Cantor Fitzgerald, L.P. ("CFLP"). Following the close of the transaction, the reporting person no longer has beneficial ownership of the (i) 20,932,207 shares of Class B Common Stock, par value $0.01 per share ("Class B Common Stock") of Newmark Group, Inc. (the "Company") held by CFLP, (ii) 353,326 shares of Class B Common Stock held by CFGM, (iii) 1,025,612 shares of Class A Common Stock, par value $0.01 per share ("Class A Common Stock") of the Company held by CFGM, or (iv) 19,787,703 exchangeable limited partnership interests ("Interests") in Newmark Holdings, L.P. ("Newmark Holdings") held by CFLP. The aggregate sale price of the voting shares of CFGM was $200,000.

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.

CFGM is the Managing General Partner of CFLP and KBCR is a non-managing General Partner of CFLP. The reporting person was the sole voting member of KBCR and Tangible Benefits, through trusts, prior to the transactions described in footnote (2). The reporting person disclaims beneficial ownership of all securities held by CFLP, CFGM, KBCR, and Tangible Benefits in excess of his pecuniary interest, if any, and this report shall not be deemed an admission that he was the beneficial owner of, or had pecuniary interest in, any such excess securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

On October 6, 2025, in a transaction effective immediately after the transaction described in footnote (1), the Company repurchased an aggregate of 129,859 shares of Class A Common Stock beneficially owned by the reporting person and originating from retirement accounts, including certain shares held by his spouse in transactions exempt pursuant to Rule 16b-3 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), consisting of (i) 112,405 shares held in a Keogh retirement account, (ii) 13,268 shares held in other retirement accounts, and (iii) 4,186 shares held in retirement accounts for the reporting person's spouse. The price per share for the sale was $11.58, which is equal to the closing price of the Company's Class A Common Stock on the Nasdaq Global Select Market on May 16, 2025, reduced by $0.06 per share,

(Continued from Footnote 3) which is equal to the amount of the after-tax portion of the (i) dividends declared on such shares of Class A Common Stock but unpaid and with record dates between May 16, 2025 and the transaction date that are payable to Howard W. Lutnick and his spouse, as applicable, and (ii) dividends paid on such shares of Class A Common Stock to the reporting person and his spouse, as applicable, between May 16, 2025 and the transaction date. The transactions were approved by the Audit Committee of the Company and were made pursuant to the Company's existing stock repurchase authorization.

On October 6, 2025, the reporting person, in his capacity as trustee of a trust, in a transaction effective concurrently with the transaction described in footnote (1), closed the sale to certain other trusts controlled by Brandon G. Lutnick of all of the outstanding equity interests in KBCR Management Partners, LLC ("KBCR") and Tangible Benefits, LLC ("Tangible Benefits"). Following the close of the transaction, the reporting person no longer has beneficial ownership of the 1,362,415 shares of Class A Common Stock held by KBCR and the 746,955 shares of Class A Common Stock held by Tangible Benefits. The aggregate sale price of the equity interests of KBCR and Tangible Benefits was $13,096,795.70.

CFGM is the Managing General Partner of CFLP and KBCR is a non-managing General Partner of CFLP. The reporting person was the sole voting member of KBCR and Tangible Benefits, through trusts, prior to the transactions described in footnote (2). The reporting person disclaims beneficial ownership of all securities held by CFLP, CFGM, KBCR, and Tangible Benefits in excess of his pecuniary interest, if any, and this report shall not be deemed an admission that he was the beneficial owner of, or had pecuniary interest in, any such excess securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

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.

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.

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.

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.

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.

On July 29, 2025, Newmark Group, Inc. (the "Company") granted to the reporting person 68,302 shares of its Class A Common Stock, par value $0.01 per share ("Class A Common Stock"), following the redemption and cancellation of an aggregate of 73,657 non-exchangeable limited partnership interests ("Interests") of Newmark Holdings, L.P. previously held by the reporting person, at the then-current exchange ratio of 0.9273 shares per Interest. The grant was approved by the Compensation Committee of the Board of Directors of the Company (the "Compensation Committee") and is exempt pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended.

In connection with the grant described in Footnote 1 above, the Company withheld 13,158 shares of Class A Common Stock for taxes. This disposition of shares to the Company was approved by the Compensation Committee and is exempt pursuant to Rule 16b-3 under the Exchange Act. The remaining 55,144 shares of Class A Common Stock were issued to the reporting person.

The exchange rights are exerciseable at any time for shares of Class A common stock, par value $0.01 per share, of the Company, at the then-current exchange ratio (which was 0.9248 as of November 17, 2025), which is subject to adjustment.

On July 28, 2025, the Company granted the reporting person 1,220 exchange rights with respect to 1,220 previously awarded units of Newmark Holdings that were previously non-exchangeable. The grant of exchange rights was made in accordance with a monetization schedule approved before the reporting person became an executive officer of the Company and is being reported late due to an inadvertent administrative delay.

On May 16, 2025, Newmark Group, Inc. (the "Company") repurchased an aggregate of 10,839,674 shares of Class A common stock, par value $0.01 per share ("Class A Common Stock"), consisting of (i) 7,989,936 shares held directly by the reporting person, and (ii) 2,849,738 shares in which the reporting person has an indirect pecuniary interest, including (a) 2,843,781 shares held in his personal asset trust, of which he is the sole trustee, (b) 3,384 shares held by the Howard W. Lutnick Family Trust, of which the reporting person is the sole trustee, and (c) 2,573 shares held by the reporting person's spouse, in transactions exempt pursuant to Rule 16b-3 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The sale price per share was the closing price of a share of Class A Common Stock on the Nasdaq Global Select Market on May 16, 2025.

(Continued from Footnote 1) The transactions were approved by the Audit Committee of the Company and were made pursuant to the Company's existing stock repurchase authorization.

As previously reported, the reporting person stepped down from his positions with the Company, including as a director, but solely for purposes of Section 16 of the Exchange Act may continue to be deemed a "director by deputization," until the closing of the divestiture transactions in Cantor Fitzgerald, L.P. ("CFLP").

On May 16, 2025, Newmark Group, Inc. (the "Company") repurchased an aggregate of 10,839,674 shares of Class A common stock, par value $0.01 per share ("Class A Common Stock"), consisting of (i) 7,989,936 shares held directly by the reporting person, and (ii) 2,849,738 shares in which the reporting person has an indirect pecuniary interest, including (a) 2,843,781 shares held in his personal asset trust, of which he is the sole trustee, (b) 3,384 shares held by the Howard W. Lutnick Family Trust, of which the reporting person is the sole trustee, and (c) 2,573 shares held by the reporting person's spouse, in transactions exempt pursuant to Rule 16b-3 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The sale price per share was the closing price of a share of Class A Common Stock on the Nasdaq Global Select Market on May 16, 2025.

(Continued from Footnote 1) The transactions were approved by the Audit Committee of the Company and were made pursuant to the Company's existing stock repurchase authorization.

As previously reported, the reporting person stepped down from his positions with the Company, including as a director, but solely for purposes of Section 16 of the Exchange Act may continue to be deemed a "director by deputization," until the closing of the divestiture transactions in Cantor Fitzgerald, L.P. ("CFLP").

The reporting person's indirect pecuniary interest in 3,507,134 shares of Class A Common Stock consists of: (i) 1,025,612 shares of Class A Common Stock held by CF Group Management, Inc. ("CFGM"); (ii) 746,955 held by Tangible Benefits, LLC, a limited liability company (the "Tangible Benefits"); (iii) 1,362,415 shares held by KBCR Management Partners, LLC ("KBCR"), (iv) 112,405 shares held in a Keogh retirement account, (v) 13,268 shares held in other retirement accounts, (vi) 4,176 shares held in retirement accounts for the reporting person's spouse, and (vii) 242,303 shares of Class A Common Stock held in the reporting person's 401(k) account as of May 1, 2025.

As previously reported, the reporting person stepped down as the managing member of LFA LLC ("LFA") and no longer has a reportable pecuniary interest in the shares held by LFA. 99,146 shares of Class A Common Stock were previously reported under the reporting person's indirect pecuniary interest in relation to LFA. The reporting person disclaims beneficial ownership of such shares.

As previously reported, the reporting person and his spouse stepped down as trustees for and no longer have reportable pecuniary interests in the shares held by various family and descendant trusts. 246,114 shares of Class A Common Stock were previously reported under the reporting person's indirect pecuniary interest in relation to family trusts and 907,803 shares of Class A Common Stock were previously reported under the reporting person's indirect pecuniary interest in relation to descendant trusts. The reporting person disclaims beneficial ownership of such shares.

The reporting person previously reported 7,827 shares held in custodial accounts under the Uniform Gifts to Minors Act for certain members of his family who have reached the age of majority and do not live in the reporting person's household, and are therefore no longer disclosable by the reporting person. The reporting person disclaims beneficial ownership of such shares.

CFGM is the Managing General Partner of CFLP, and the reporting person is the trustee of an entity that is the sole stockholder of CFGM. KBCR is a non-managing General Partner of CFLP, and the reporting person is the sole voting member of KBCR through a trust. The reporting person is the sole voting member of Tangible Benefits through a trust. The reporting person disclaims beneficial ownership of all securities held by CFLP, CFGM, KBCR, and Tangible Benefits 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.

The exchange rights are exerciseable at any time for shares of Class A common stock, par value $0.01 per share, of the Company, at the then-current exchange ratio (which was 0.9248 as of November 17, 2025), which is subject to adjustment.

On May 2, 2025, Newmark Group, Inc. (the "Company") granted the reporting person 1,219 exchange rights with respect to 1,219 previously awarded units of Newmark Holdings, L.P. ("Newmark Holdings") that were previously non-exchangeable. The grant of exchange rights was made in accordance with a monetization schedule approved before the reporting person became an executive officer of the Company and is being reported late due to an inadvertent administrative delay.

On March 15, 2025, 1,606 restricted stock units ("RSUs"), which were previously granted as compensation to the reporting person under the Newmark Group, Inc. (the "Company") Long Term Incentive Plan in connection with his previous employment by the Company, and each representing a contingent right to receive one share of Class A Common Stock, par value $0.01 per share ("Class A Common Stock") of the Company, became vested and issuable as Class A Common Stock to the reporting person. The reported transaction involved the withholding by the Company of 734 shares of Class A Common Stock withheld for taxes. The remaining 872 shares of Class A Common Stock were issued to the reporting person.

The withholding described in Footnote 1 was approved by the Audit Committee and the Compensation Committee of the Board of Directors of the Company and is exempt pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended.

Consists of 1,514 shares of Class A Common Stock held directly after the vesting and withholding described in Footnote 1 and 3,817, RSUs. Of the 3,817 RSUs, (i) 729 RSUs will vest on March 15, 2026, and (ii) 3,088 RSUs will vest ratably on a five-year schedule beginning on the grant date of March 15, 2024, in each case provided that the reporting person is still substantially providing services exclusively for the Company or any of its affiliates through the applicable vesting date.

On March 15, 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"), 42,865 RSUs became vested and issuable as Class A Common Stock to the reporting person. The reported transaction involved the withholding by the Company of 15,454 shares of Class A Common Stock for taxes. The remaining 27,411 shares of Class A Common Stock were issued to the reporting person.

Consists of 428,560 shares of Class A Common Stock of the Company represented by RSUs granted in connection with the 2022 Employment Agreement, divided into tranches that each vest on a seven-year schedule.

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 tranches that each vest on a seven-year schedule.

Also consists of 80,212 shares of Class A Common Stock of the Company held directly after the vesting and withholding described in Footnote 1.

Also on February 18, 2025, in connection with the transaction described in footnote (1) above, CFLP delivered 7,221,277 shares of Class A Common Stock to those certain current and former partners of CFLP in satisfaction of its deferred share distribution obligations as described in footnote (3) below. CFLP no longer has any remaining deferred share distribution obligations.

Change in form of ownership exempt under Rule 16a-13 of the Exchange Act.

The delivered shares of Class A Common Stock included an aggregate of (i) 4,162,864 shares delivered directly to the reporting person in satisfaction of 4,162,864 distribution rights shares, (ii) 1,025,612 shares delivered to CFGM (as defined in footnote (7) below) in satisfaction of 1,025,612 distribution rights shares, (iii) 1,083,644 shares delivered to KBCR (as defined in footnote (7) below) in satisfaction of 1,083,644 distribution rights shares, (iv) 746,955 shares delivered to the Trust (as defined in footnote (8) below) in satisfaction of 746,955 distribution rights shares, and (v) 82,589 shares delivered to LFA (as defined in footnote (7) below) in satisfaction of 82,589 distribution rights shares. The reporting person reported beneficial ownership of these shares in prior reports.

Also on February 18, 2025, in connection with the transaction in footnote (1) above, CFLP delivered the 7,221,277 shares of Class A Common Stock to those certain current and former partners of CFLP in satisfaction of its deferred share distribution obligations as described in footnote (3) below. CFLP no longer has any remaining deferred share distribution obligations. The reporting person previously disclosed its intent to satisfy such distribution obligations through delivery of shares of Class A Common Stock acquired upon the exercise of exchange rights with respect to its Interests, as reported in this Form 4, and disclaims beneficial ownership of all such securities in excess of its pecuniary interest, if any. This report shall not be deemed an admission that it is the beneficial owner of, or has pecuniary interest in, any such excess securities for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose.

Change in form of ownership exempt under Rule 16a-13 of the Exchange Act. Recipient persons with Section 16 reporting obligations reported beneficial ownership of these shares in their prior reports.

Prior to the transaction described in footnote (2) above, CFLP had deferred stock distribution obligations pursuant to rights provided to certain current and former partners of CFLP which were satisfied by CFLP's delivery of Class A Common Stock described in footnote (2) above, which obligations had related to distributions to its partners that CFLP declared on April 1, 2008 and February 14, 2012.

Also on February 18, 2025, in connection with the transaction described in footnote (1) above, CFLP delivered 7,221,277 shares of Class A Common Stock to those certain current and former partners of CFLP in satisfaction of its deferred share distribution obligations as described in footnote (3) below. CFLP no longer has any remaining deferred share distribution obligations.

Change in form of ownership exempt under Rule 16a-13 of the Exchange Act.

Prior to the transaction described in footnote (2) above, CFLP had deferred stock distribution obligations pursuant to rights provided to certain current and former partners of CFLP which were satisfied by CFLP's delivery of Class A Common Stock described in footnote (2) above, which obligations had related to distributions to its partners that CFLP declared on April 1, 2008 and February 14, 2012 (the "distribution rights shares").

The delivered shares of Class A Common Stock included an aggregate of (i) 4,162,864 shares delivered directly to the reporting person in satisfaction of 4,162,864 distribution rights shares, (ii) 1,025,612 shares delivered to CFGM (as defined in footnote (7) below) in satisfaction of 1,025,612 distribution rights shares, (iii) 1,083,644 shares delivered to KBCR (as defined in footnote (7) below) in satisfaction of 1,083,644 distribution rights shares, (iv) 746,955 shares delivered to the Trust (as defined in footnote (8) below) in satisfaction of 746,955 distribution rights shares, and (v) 82,589 shares delivered to LFA (as defined in footnote (7) below) in satisfaction of 82,589 distribution rights shares. The reporting person reported beneficial ownership of these shares in prior reports.

CF Group Management, Inc. ("CFGM") is the Managing General Partner of CFLP, and the reporting person is the Chairman and Chief Executive Officer of CFGM and also the trustee of an entity that is the sole stockholder of CFGM. KBCR Management Partners, LLC ("KBCR") is a non-managing General Partner of CFLP, and the reporting person is the managing member of KBCR. The reporting person is the managing member of LFA LLC ("LFA"). The reporting person disclaims beneficial ownership of all securities held by CFLP, CFGM, KBCR 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 Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose.

The reporting person's indirect pecuniary interest in 7,614,682 shares of Class A Common Stock consists of: (i) 1,025,612 shares of Class A Common Stock held by CFGM; (ii) 4,885,703 shares of Class A Common Stock held in various trust, retirement and custodial accounts consisting of (a) 1,654,758 shares held by a trust for the benefit of the descendants of the reporting person and his immediate family, of which the reporting person's wife is one of two trustees and the reporting person has limited powers to remove and replace such trustees (the "Trust"), (b) 112,405 shares held in a Keogh retirement account;

(continued from footnote 8) for Mr. Lutnick, (c) 249,498 shares held by trust accounts for the benefit of Mr. Lutnick and members of his immediate family, (d) 1,696,092 shares held in Mr. Lutnick's personal asset trust, of which he is the sole trustee, (e) 13,268 shares held in other retirement accounts, (f) 7,827 shares held in custodial accounts for the benefit of certain members of Mr. Lutnick's family under the Uniform Gifts to Minors Act, (g) 4,166 shares held in other retirement accounts for Mr. Lutnick's spouse, and (h) 1,147,689 shares held in Mr. Lutnick's grantor retained annuity trust; (iii) 99,146 shares held by LFA);

(continued from footnote 9) (iv) 1,362,415 shares held by KBCR; and (v) 241,806 shares held in the reporting person's 401(k) account as of February 3, 2025.

On February 18, 2025, Cantor Fitzgerald, L.P. ("CFLP") exercised exchange rights with respect to 7,782,387 exchangeable limited partnership interests ("Interests") in Newmark Holdings, L.P. ("Newmark Holdings") at the current exchange ratio of 0.9279 shares per Interest, for 7,221,277 shares of Newmark Group, Inc. ("Newmark Group") Class A common stock, par value $0.01 per share ("Class A Common Stock"), for the purpose of delivering the shares to certain current and former partners of CFLP in satisfaction of the deferred stock distribution obligations described in footnote (3) below.

The exchange rights with respect to the Interests held by CFLP are exercisable at any time for shares of Newmark Group Class B common stock, par value $0.01 per share ("Class B Common Stock"), or, at CFLP's option, Class A Common Stock, at the then-current exchange ratio, which is subject to adjustment. 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.

Prior to the transaction described in footnote (2) above, CFLP had deferred stock distribution obligations pursuant to rights provided to certain current and former partners of CFLP which were satisfied by CFLP's delivery of Class A Common Stock described in footnote (2) above, which obligations had related to distributions to its partners that CFLP declared on April 1, 2008 and February 14, 2012 (the "distribution rights shares").

CF Group Management, Inc. ("CFGM") is the Managing General Partner of CFLP, and the reporting person is the Chairman and Chief Executive Officer of CFGM and also the trustee of an entity that is the sole stockholder of CFGM. KBCR Management Partners, LLC ("KBCR") is a non-managing General Partner of CFLP, and the reporting person is the managing member of KBCR. The reporting person is the managing member of LFA LLC ("LFA"). The reporting person disclaims beneficial ownership of all securities held by CFLP, CFGM, KBCR 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 Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose.

The reporting person's indirect pecuniary interest in 7,614,682 shares of Class A Common Stock consists of: (i) 1,025,612 shares of Class A Common Stock held by CFGM; (ii) 4,885,703 shares of Class A Common Stock held in various trust, retirement and custodial accounts consisting of (a) 1,654,758 shares held by a trust for the benefit of the descendants of the reporting person and his immediate family, of which the reporting person's wife is one of two trustees and the reporting person has limited powers to remove and replace such trustees (the "Trust"), (b) 112,405 shares held in a Keogh retirement account;

(continued from footnote 8) for Mr. Lutnick, (c) 249,498 shares held by trust accounts for the benefit of Mr. Lutnick and members of his immediate family, (d) 1,696,092 shares held in Mr. Lutnick's personal asset trust, of which he is the sole trustee, (e) 13,268 shares held in other retirement accounts, (f) 7,827 shares held in custodial accounts for the benefit of certain members of Mr. Lutnick's family under the Uniform Gifts to Minors Act, (g) 4,166 shares held in other retirement accounts for Mr. Lutnick's spouse, and (h) 1,147,689 shares held in Mr. Lutnick's grantor retained annuity trust; (iii) 99,146 shares held by LFA);

(continued from footnote 9) (iv) 1,362,415 shares held by KBCR; and (v) 241,806 shares held in the reporting person's 401(k) account as of February 3, 2025.

Also on February 18, 2025, in connection with the transaction described in footnote (1) above, CFLP delivered the 7,221,277 shares of Class A Common Stock to those certain current and former partners of CFLP in satisfaction of its deferred share distribution obligations as described in footnote (3) below. CFLP no longer has any remaining deferred share distribution obligations.

Change in form of ownership exempt under Rule 16a-13 of the Exchange Act.

Prior to the transaction described in footnote (2) above, CFLP had deferred stock distribution obligations pursuant to rights provided to certain current and former partners of CFLP which were satisfied by CFLP's delivery of Class A Common Stock described in footnote (2) above, which obligations had related to distributions to its partners that CFLP declared on April 1, 2008 and February 14, 2012 (the "distribution rights shares").

CF Group Management, Inc. ("CFGM") is the managing general partner of CFLP. CFGM disclaims beneficial ownership of all such securities in excess of its pecuniary interest, if any, and this report shall not be deemed an admission that CFGM is the beneficial owner of, or has pecuniary interest in, any such excess securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose.

The exchange rights with respect to the Interests held by CFLP are exercisable at any time for shares of Newmark Group Class B common stock, par value $0.01 per share ("Class B Common Stock"), or, at CFLP's option, Class A Common Stock, at the then-current exchange ratio, which is subject to adjustment. 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.

On February 18, 2025, Cantor Fitzgerald, L.P. ("CFLP") exercised exchange rights with respect to 7,782,387 exchangeable limited partnership interests ("Interests") in Newmark Holdings, L.P. ("Newmark Holdings") at the current exchange ratio of 0.9279 shares per Interest, for 7,221,277 shares of Newmark Group, Inc. ("Newmark Group") Class A common stock, par value $0.01 per share ("Class A Common Stock"), for the purpose of delivering the shares to certain current and former partners of CFLP in satisfaction of the deferred stock distribution obligations described in footnote (3) below.

Prior to the transaction described in footnote (2) above, CFLP had deferred stock distribution obligations pursuant to rights provided to certain current and former partners of CFLP which were satisfied by CFLP's delivery of Class A Common Stock described in footnote (2) above, which obligations had related to distributions to its partners that CFLP declared on April 1, 2008 and February 14, 2012.

The exchange rights with respect to the Interests held by CFLP are exercisable at any time for shares of Newmark Group Class B common stock, par value $0.01 per share ("Class B Common Stock"), or, at CFLP's option, Class A Common Stock, at the then-current exchange ratio, which is subject to adjustment. 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.

On February 18, 2025, Cantor Fitzgerald, L.P. ("CFLP") exercised exchange rights with respect to 7,782,387 exchangeable limited partnership interests ("Interests") in Newmark Holdings, L.P. ("Newmark Holdings") at the current exchange ratio of 0.9279 shares per Interest, for 7,221,277 shares of Newmark Group, Inc. ("Newmark Group") Class A common stock, par value $0.01 per share ("Class A Common Stock"), for the purpose of delivering the shares to certain current and former partners of CFLP in satisfaction of the deferred stock distribution obligations described in footnote (3) below.

Prior to the transaction described in footnote (2) above, CFLP had deferred stock distribution obligations pursuant to rights provided to certain current and former partners of CFLP which were satisfied by CFLP's delivery of Class A Common Stock described in footnote (2) above, which obligations had related to distributions to its partners that CFLP declared on April 1, 2008 and February 14, 2012 (the "distribution rights shares").

The delivered shares of Class A Common Stock included an aggregate of (i) 4,162,864 shares delivered directly to the reporting person in satisfaction of 4,162,864 distribution rights shares, (ii) 1,025,612 shares delivered to CFGM (as defined in footnote (7) below) in satisfaction of 1,025,612 distribution rights shares, (iii) 1,083,644 shares delivered to KBCR (as defined in footnote (7) below) in satisfaction of 1,083,644 distribution rights shares, (iv) 746,955 shares delivered to the Trust (as defined in footnote (8) below) in satisfaction of 746,955 distribution rights shares, and (v) 82,589 shares delivered to LFA (as defined in footnote (7) below) in satisfaction of 82,589 distribution rights shares. The reporting person reported beneficial ownership of these shares in prior reports.

Consists of Interests held by CFLP.

CF Group Management, Inc. ("CFGM") is the Managing General Partner of CFLP, and the reporting person is the Chairman and Chief Executive Officer of CFGM and also the trustee of an entity that is the sole stockholder of CFGM. KBCR Management Partners, LLC ("KBCR") is a non-managing General Partner of CFLP, and the reporting person is the managing member of KBCR. The reporting person is the managing member of LFA LLC ("LFA"). The reporting person disclaims beneficial ownership of all securities held by CFLP, CFGM, KBCR 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 Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose.

Also on February 18, 2025, in connection with the transaction described in footnote (1) above, CFLP delivered 7,221,277 shares of Class A Common Stock to those certain current and former partners of CFLP in satisfaction of its deferred share distribution obligations as described in footnote (3) below. CFLP no longer has any remaining deferred share distribution obligations.

Change in form of ownership exempt under Rule 16a-13 of the Exchange Act.

Prior to the transaction described in footnote (2) above, CFLP had deferred stock distribution obligations pursuant to rights provided to certain current and former partners of CFLP which were satisfied by CFLP's delivery of Class A Common Stock described in footnote (2) above, which obligations had related to distributions to its partners that CFLP declared on April 1, 2008 and February 14, 2012 (the "distribution rights shares").

The delivered shares of Class A Common Stock included an aggregate of (i) 4,162,864 shares delivered directly to the reporting person in satisfaction of 4,162,864 distribution rights shares, (ii) 1,025,612 shares delivered to CFGM (as defined in footnote (7) below) in satisfaction of 1,025,612 distribution rights shares, (iii) 1,083,644 shares delivered to KBCR (as defined in footnote (7) below) in satisfaction of 1,083,644 distribution rights shares, (iv) 746,955 shares delivered to the Trust (as defined in footnote (8) below) in satisfaction of 746,955 distribution rights shares, and (v) 82,589 shares delivered to LFA (as defined in footnote (7) below) in satisfaction of 82,589 distribution rights shares. The reporting person reported beneficial ownership of these shares in prior reports.

CF Group Management, Inc. ("CFGM") is the Managing General Partner of CFLP, and the reporting person is the Chairman and Chief Executive Officer of CFGM and also the trustee of an entity that is the sole stockholder of CFGM. KBCR Management Partners, LLC ("KBCR") is a non-managing General Partner of CFLP, and the reporting person is the managing member of KBCR. The reporting person is the managing member of LFA LLC ("LFA"). The reporting person disclaims beneficial ownership of all securities held by CFLP, CFGM, KBCR 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 Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose.

The reporting person's indirect pecuniary interest in 7,614,682 shares of Class A Common Stock consists of: (i) 1,025,612 shares of Class A Common Stock held by CFGM; (ii) 4,885,703 shares of Class A Common Stock held in various trust, retirement and custodial accounts consisting of (a) 1,654,758 shares held by a trust for the benefit of the descendants of the reporting person and his immediate family, of which the reporting person's wife is one of two trustees and the reporting person has limited powers to remove and replace such trustees (the "Trust"), (b) 112,405 shares held in a Keogh retirement account;

(continued from footnote 8) for Mr. Lutnick, (c) 249,498 shares held by trust accounts for the benefit of Mr. Lutnick and members of his immediate family, (d) 1,696,092 shares held in Mr. Lutnick's personal asset trust, of which he is the sole trustee, (e) 13,268 shares held in other retirement accounts, (f) 7,827 shares held in custodial accounts for the benefit of certain members of Mr. Lutnick's family under the Uniform Gifts to Minors Act, (g) 4,166 shares held in other retirement accounts for Mr. Lutnick's spouse, and (h) 1,147,689 shares held in Mr. Lutnick's grantor retained annuity trust; (iii) 99,146 shares held by LFA);

(continued from footnote 9) (iv) 1,362,415 shares held by KBCR; and (v) 241,806 shares held in the reporting person's 401(k) account as of February 3, 2025.

On February 18, 2025, Cantor Fitzgerald, L.P. ("CFLP") exercised exchange rights with respect to 7,782,387 exchangeable limited partnership interests ("Interests") in Newmark Holdings, L.P. ("Newmark Holdings") at the current exchange ratio of 0.9279 shares per Interest, for 7,221,277 shares of Newmark Group, Inc. ("Newmark Group") Class A common stock, par value $0.01 per share ("Class A Common Stock"), for the purpose of delivering the shares to certain current and former partners of CFLP in satisfaction of the deferred stock distribution obligations described in footnote (3) below.

The exchange rights with respect to the Interests held by CFLP are exercisable at any time for shares of Newmark Group Class B common stock, par value $0.01 per share ("Class B Common Stock"), or, at CFLP's option, Class A Common Stock, at the then-current exchange ratio, which is subject to adjustment. 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.

CF Group Management, Inc. ("CFGM") is the managing general partner of CFLP. CFGM disclaims beneficial ownership of all such securities in excess of its pecuniary interest, if any, and this report shall not be deemed an admission that CFGM is the beneficial owner of, or has pecuniary interest in, any such excess securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose.

The exchange rights with respect to the Interests held by CFLP are exercisable at any time for shares of Newmark Group Class B common stock, par value $0.01 per share ("Class B Common Stock"), or, at CFLP's option, Class A Common Stock, at the then-current exchange ratio, which is subject to adjustment. 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.

On February 18, 2025, Cantor Fitzgerald, L.P. ("CFLP") exercised exchange rights with respect to 7,782,387 exchangeable limited partnership interests ("Interests") in Newmark Holdings, L.P. ("Newmark Holdings") at the current exchange ratio of 0.9279 shares per Interest, for 7,221,277 shares of Newmark Group, Inc. ("Newmark Group") Class A common stock, par value $0.01 per share ("Class A Common Stock"), for the purpose of delivering the shares to certain current and former partners of CFLP in satisfaction of the deferred stock distribution obligations described in footnote (3) below.

Also on February 18, 2025, in connection with the transaction described in footnote (1) above, CFLP delivered the 7,221,277 shares of Class A Common Stock to those certain current and former partners of CFLP in satisfaction of its deferred share distribution obligations as described in footnote (3) below. CFLP no longer has any remaining deferred share distribution obligations.

Prior to the transaction described in footnote (2) above, CFLP had deferred stock distribution obligations pursuant to rights provided to certain current and former partners of CFLP which were satisfied by CFLP's delivery of Class A Common Stock described in footnote (2) above, which obligations had related to distributions to its partners that CFLP declared on April 1, 2008 and February 14, 2012 (the "distribution rights shares").

Consists of Interests held by CFLP.

CF Group Management, Inc. ("CFGM") is the managing general partner of CFLP. CFGM disclaims beneficial ownership of all such securities in excess of its pecuniary interest, if any, and this report shall not be deemed an admission that CFGM is the beneficial owner of, or has pecuniary interest in, any such excess securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose.

Also on February 18, 2025, in connection with the transaction described in footnote (1) above, CFLP delivered the 7,221,277 shares of Class A Common Stock to those certain current and former partners of CFLP in satisfaction of its deferred share distribution obligations as described in footnote (3) below. CFLP no longer has any remaining deferred share distribution obligations.

Change in form of ownership exempt under Rule 16a-13 of the Exchange Act.

Prior to the transaction described in footnote (2) above, CFLP had deferred stock distribution obligations pursuant to rights provided to certain current and former partners of CFLP which were satisfied by CFLP's delivery of Class A Common Stock described in footnote (2) above, which obligations had related to distributions to its partners that CFLP declared on April 1, 2008 and February 14, 2012 (the "distribution rights shares").

The delivered shares of Class A Common Stock included an aggregate of 1,025,612 shares delivered to the reporting person in satisfaction of 1,025,612 distribution rights shares. The reporting person reported beneficial ownership of these shares in prior reports.

On February 18, 2025, Cantor Fitzgerald, L.P. ("CFLP") exercised exchange rights with respect to 7,782,387 exchangeable limited partnership interests ("Interests") in Newmark Holdings, L.P. ("Newmark Holdings") at the current exchange ratio of 0.9279 shares per Interest, for 7,221,277 shares of Newmark Group, Inc. ("Newmark Group") Class A common stock, par value $0.01 per share ("Class A Common Stock"), for the purpose of delivering the shares to certain current and former partners of CFLP in satisfaction of the deferred stock distribution obligations described in footnote (3) below.

The exchange rights with respect to the Interests held by CFLP are exercisable at any time for shares of Newmark Group Class B common stock, par value $0.01 per share ("Class B Common Stock"), or, at CFLP's option, Class A Common Stock, at the then-current exchange ratio, which is subject to adjustment. 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.

Prior to the transaction described in footnote (2) above, CFLP had deferred stock distribution obligations pursuant to rights provided to certain current and former partners of CFLP which were satisfied by CFLP's delivery of Class A Common Stock described in footnote (2) above, which obligations had related to distributions to its partners that CFLP declared on April 1, 2008 and February 14, 2012.

The exchange rights with respect to Interests held directly by the reporting person are exercisable at any time for shares of Class A Common Stock at the then-current exchange ratio, which is subject to adjustment.

Also on February 5, 2025, in connection with and immediately following the grant of exchange rights described in footnote (1) above, the reporting person exercised exchange rights with respect to 2,859,437 Interests, at the current exchange ratio of 0.9279 shares per Interest, for 2,653,272 shares of the Company's Class A common stock, par value $0.01 per share ("Class A Common Stock").

The transaction described in footnote (2) involved the withholding by the Company of 1,343,905 shares of Class A Common Stock for taxes. This disposition of shares to the Company 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. The remaining 1,309,367 shares of Class A Common Stock were issued to the reporting person.

Also includes (i) 2,517,705 shares of Class A Common Stock held directly by the reporting person, and (ii) 4,162,864 distribution rights shares (as defined in footnote (5) below) receivable by the reporting person (consisting of 3,591,626 April 2008 distribution rights shares and 571,238 February 2012 distribution rights shares), each as defined in footnote (5) below.

Also on February 5, 2025, in connection with and immediately following the grant of exchange rights described in footnote (1) above, the reporting person exercised exchange rights with respect to 2,859,437 Interests, at the current exchange ratio of 0.9279 shares per Interest, for 2,653,272 shares of the Company's Class A common stock, par value $0.01 per share ("Class A Common Stock").

The exchange rights with respect to Interests held directly by the reporting person are exercisable at any time for shares of Class A Common Stock at the then-current exchange ratio, which is subject to adjustment.

On February 5, 2025, Newmark Group, Inc. (the "Company") granted the reporting person 1,148,970 exchange rights with respect to 1,148,970 previously awarded units ("Interests") of Newmark Holdings, L.P. ("Newmark Holdings") that were previously non-exchangeable. The grant of exchange rights was approved by the Compensation Committee of the Board of Directors of the Company and is exempt pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

Also includes (i) 2,517,705 shares of Class A Common Stock held directly by the reporting person, and (ii) 4,162,864 distribution rights shares (as defined in footnote (5) below) receivable by the reporting person (consisting of 3,591,626 April 2008 distribution rights shares and 571,238 February 2012 distribution rights shares), each as defined in footnote (5) below.

The exchange rights with respect to Interests held directly by the reporting person are exercisable at any time for shares of Class A Common Stock at the then-current exchange ratio, which is subject to adjustment.

On February 5, 2025, Newmark Group, Inc. (the "Company") granted the reporting person 1,148,970 exchange rights with respect to 1,148,970 previously awarded units ("Interests") of Newmark Holdings, L.P. ("Newmark Holdings") that were previously non-exchangeable. The grant of exchange rights was approved by the Compensation Committee of the Board of Directors of the Company and is exempt pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

On January 13, 2025, Newmark Group, Inc. (the "Company") granted the reporting person 419,112 shares of the Company's Class A Common Stock, par value $0.01 per share (the "Class A Common Stock") under the Newmark Group, Inc. Amended and Restated Long Term Incentive Plan, delivered less applicable taxes and withholdings in the amount of 186,732 net shares. The grant was approved by the Compensation Committee of the Company and is exempt pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

Also includes (i) 2,330,973 shares of Class A Common Stock held directly by the reporting person; and (ii) 4,162,864 distribution rights shares (as defined in Footnote 3 below) receivable by the reporting person (consisting of 3,591,626 April 2008 distribution rights shares and 571,238 February 2012 distribution rights shares).

The exchange rights with respect to the 101,133 Holdings Units held directly by the reporting person are currently exercisable at any time for an aggregate of 93,619 shares of Company class A common stock par value $0.01 per share ("Class A Common Stock") at the then-current exchange ratio (which is 0.9257 shares per exchangeable Holdings Unit (subject to adjustment) as of January 2, 2025).

On January 2, 2025, Newmark Group, Inc. (the "Company") granted the reporting person 101,133 exchange rights with respect to 101,133 previously awarded units ("Holdings Units") of Newmark Holdings, L.P. ("Newmark Holdings") that were previously non-exchangeable. The Company has granted the reporting person the same right, cumulatively, to participate in opportunities to receive exchange rights in connection with his Holdings Units as those offered to other executives of the Company. The grant of exchange rights was the result of the exercise of such compensatory rights, including those accrued over a multi-year period during which the reporting person has generally waived exchange rights.

(Continued) The grant of exchange rights was approved by the Compensation Committee of the Board of Directors of the Company and is exempt pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended.

Also includes 1,609,334 exchangeable Holdings Units held by the reporting person prior to the grant of exchange rights described in footnote (1).