Newmark Group, Inc.
A commercial real estate advisory firm headquartered in New York City, Newmark helps investors, corporations, and property owners buy, sell, lease, and manage office towers, stores, and other buildings around the world. It began in Manhattan in 1929 when Dave Newmark opened a small brokerage under his own name, later growing through the Gural family and a 2012 tie-up with Grubb & Ellis before going public. A fun twist: its founder's surname hints at "new field," fitting for a company that keeps reinventing itself as it grew into one of the world's largest real estate services firms.
Item 4 is hereby amended and supplemented with the following: Completion of Howard W. Lutnick Divestiture In accordance with the transactions detailed below, Mr. Howard W. Lutnick, the U.S. Secretary of Commerce and the Company's former Executive Chairman and former Chairman of the Board of Directors of the Company, has completed his previously announced divestiture of his holdings in the Company in connection with his appointment as the U.S. Secretary of Commerce. Mr. Howard W. Lutnick no longer has any voting or dispositive power over any of the securities of the Company and the Reporting Persons understand that he will file Amendment No. 5B as his final amendment to the Original 13D to reflect his zero ownership. Acquisition of CFGM Voting Shares by Trusts Controlled by Mr. Brandon G. Lutnick As previously disclosed in Amendment No. 4, on May 16, 2025, Howard W. Lutnick, in his capacity as trustee of a trust, entered into agreements to sell to trusts controlled by Brandon G. Lutnick (the "Purchaser Trusts") all of the voting shares of CFGM, which is the managing general partner of CFLP. On October 6, 2025, the transactions under such agreements closed. The aggregate purchase price for such sales was $200,000, and was paid using cash on hand at the Purchaser Trusts. Acquisitions of Interests in Tangible Benefits and KBCR by Trusts Controlled by Mr. Brandon G. Lutnick As previously disclosed in Amendment No. 4, on May 16, 2025, Mr. Howard W. Lutnick, in his capacity as trustee of a trust, entered into an agreement to sell to certain other trusts controlled by Mr. Brandon G. Lutnick certain interests, including all outstanding equity interests held by a trust controlled by Mr. Howard W. Lutnick in Tangible Benefits, LLC, a Delaware limited liability company ("Tangible Benefits"), and KBCR Management Partners, LLC, a Delaware limited liability company ("KBCR"), both of which hold shares of the Company. On October 6, 2025, the transactions under such agreements closed concurrently with the closing of the sale of the voting shares of CFGM described above. The aggregate purchase price of the interests in KBCR and Tangible Benefits was $13,096,795.70 and was paid using cash on hand at the purchasing trusts. Following the closing of the transactions described above, Brandon G. Lutnick may be deemed to have beneficial ownership of 58.6% of the total voting power of the outstanding Common Stock of the Company and Howard W. Lutnick no longer has beneficial ownership over such securities. ******** Other than as described in this Item 4, none of the Reporting Persons has any current plans or proposals that relate to or that would result in any of the transactions or other matters specified in clauses (a) through (j) of Item 4 of Schedule 13D; provided, that the Reporting Persons may, at any time, review or reconsider their positions with respect to the Company and reserve the right to develop such plans or proposals.
Item 4 is hereby amended and supplemented with the following: Completion of Howard W. Lutnick Divestiture In accordance with the transactions detailed below, Mr. Howard W. Lutnick, the U.S. Secretary of Commerce and the Company's former Executive Chairman and former Chairman of the Board of Directors of the Company, has completed his previously announced divestiture of his holdings in the Company in connection with his appointment as the U.S. Secretary of Commerce. Mr. Howard W. Lutnick no longer has any voting or dispositive power over any of the securities of the Company and the Reporting Persons understand that he will file Amendment No. 5B as his final amendment to the Original 13D to reflect his zero ownership. Acquisition of CFGM Voting Shares by Trusts Controlled by Mr. Brandon G. Lutnick As previously disclosed in Amendment No. 4, on May 16, 2025, Howard W. Lutnick, in his capacity as trustee of a trust, entered into agreements to sell to trusts controlled by Brandon G. Lutnick (the "Purchaser Trusts") all of the voting shares of CFGM, which is the managing general partner of CFLP. On October 6, 2025, the transactions under such agreements closed. The aggregate purchase price for such sales was $200,000, and was paid using cash on hand at the Purchaser Trusts. Acquisitions of Interests in Tangible Benefits and KBCR by Trusts Controlled by Mr. Brandon G. Lutnick As previously disclosed in Amendment No. 4, on May 16, 2025, Mr. Howard W. Lutnick, in his capacity as trustee of a trust, entered into an agreement to sell to certain other trusts controlled by Mr. Brandon G. Lutnick certain interests, including all outstanding equity interests held by a trust controlled by Mr. Howard W. Lutnick in Tangible Benefits, LLC, a Delaware limited liability company ("Tangible Benefits"), and KBCR Management Partners, LLC, a Delaware limited liability company ("KBCR"), both of which hold shares of the Company. On October 6, 2025, the transactions under such agreements closed concurrently with the closing of the sale of the voting shares of CFGM described above. The aggregate purchase price of the interests in KBCR and Tangible Benefits was $13,096,795.70 and was paid using cash on hand at the purchasing trusts. Following the closing of the transactions described above, Brandon G. Lutnick may be deemed to have beneficial ownership of 58.6% of the total voting power of the outstanding Common Stock of the Company and Howard W. Lutnick no longer has beneficial ownership over such securities. ******** Other than as described in this Item 4, none of the Reporting Persons has any current plans or proposals that relate to or that would result in any of the transactions or other matters specified in clauses (a) through (j) of Item 4 of Schedule 13D; provided, that the Reporting Persons may, at any time, review or reconsider their positions with respect to the Company and reserve the right to develop such plans or proposals.
Item 4 is hereby amended and supplemented with the following: Completion of Howard W. Lutnick Divestiture In accordance with the transactions detailed below, Mr. Howard W. Lutnick, the U.S. Secretary of Commerce and the Company's former Executive Chairman and former Chairman of the Board of Directors of the Company, has completed his previously announced divestiture of his holdings in the Company in connection with his appointment as the U.S. Secretary of Commerce. Mr. Howard W. Lutnick no longer has any voting or dispositive power over any of the securities of the Company and the Reporting Persons understand that he will file Amendment No. 5B as his final amendment to the Original 13D to reflect his zero ownership. Acquisition of CFGM Voting Shares by Trusts Controlled by Mr. Brandon G. Lutnick As previously disclosed in Amendment No. 4, on May 16, 2025, Howard W. Lutnick, in his capacity as trustee of a trust, entered into agreements to sell to trusts controlled by Brandon G. Lutnick (the "Purchaser Trusts") all of the voting shares of CFGM, which is the managing general partner of CFLP. On October 6, 2025, the transactions under such agreements closed. The aggregate purchase price for such sales was $200,000, and was paid using cash on hand at the Purchaser Trusts. Acquisitions of Interests in Tangible Benefits and KBCR by Trusts Controlled by Mr. Brandon G. Lutnick As previously disclosed in Amendment No. 4, on May 16, 2025, Mr. Howard W. Lutnick, in his capacity as trustee of a trust, entered into an agreement to sell to certain other trusts controlled by Mr. Brandon G. Lutnick certain interests, including all outstanding equity interests held by a trust controlled by Mr. Howard W. Lutnick in Tangible Benefits, LLC, a Delaware limited liability company ("Tangible Benefits"), and KBCR Management Partners, LLC, a Delaware limited liability company ("KBCR"), both of which hold shares of the Company. On October 6, 2025, the transactions under such agreements closed concurrently with the closing of the sale of the voting shares of CFGM described above. The aggregate purchase price of the interests in KBCR and Tangible Benefits was $13,096,795.70 and was paid using cash on hand at the purchasing trusts. Following the closing of the transactions described above, Brandon G. Lutnick may be deemed to have beneficial ownership of 58.6% of the total voting power of the outstanding Common Stock of the Company and Howard W. Lutnick no longer has beneficial ownership over such securities. ******** Other than as described in this Item 4, none of the Reporting Persons has any current plans or proposals that relate to or that would result in any of the transactions or other matters specified in clauses (a) through (j) of Item 4 of Schedule 13D; provided, that the Reporting Persons may, at any time, review or reconsider their positions with respect to the Company and reserve the right to develop such plans or proposals.
Item 4 is hereby amended and supplemented with the following: Completion of Howard W. Lutnick Divestiture In accordance with the transactions described in Amendment No. 4, Mr. Howard W. Lutnick, the U.S. Secretary of Commerce and the Company's former Executive Chairman, has completed his previously announced divestiture of his holdings in the Company in connection with his appointment as the U.S. Secretary of Commerce. The sale of such interests was completed on October 6, 2025, and as a result, Mr. Howard W. Lutnick no longer has any voting or dispositive power over any of the securities of the Company and is filing this Amendment as a final amendment to reflect his zero ownership.
| Holder | Schedule | % of class | Shares | Filed |
|---|---|---|---|---|
| Vanguard Portfolio Management | 13GPassive | 8.51% | 13.90M | Apr 29, 2026 |
| The Vanguard Group | 13G/APassive | 0% | 0 | Mar 27, 2026 |
| Brandon G. Lutnick | 13D/AActivist | 22.3% | 44.03M | Oct 6, 2025 |
Item 4 is hereby amended and supplemented with the following: Completion of Howard W. Lutnick Divestiture In accordance with the transactions detailed below, Mr. Howard W. Lutnick, the U.S. Secretary of Commerce and the Company's former Executive Chairman and former Chairman of the Board of Directors of the Company, has completed his previously announced divestiture of his holdings in the Company in connection with his appointment as the U.S. Secretary of Commerce. Mr. Howard W. Lutnick no longer has any voting or dispositive power over any of the securities of the Company and the Reporting Persons understand that he will file Amendment No. 5B as his final amendment to the Original 13D to reflect his zero ownership. Acquisition of CFGM Voting Shares by Trusts Controlled by Mr. Brandon G. Lutnick As previously disclosed in Amendment No. 4, on May 16, 2025, Howard W. Lutnick, in his capacity as trustee of a trust, entered into agreements to sell to trusts controlled by Brandon G. Lutnick (the "Purchaser Trusts") all of the voting shares of CFGM, which is the managing general partner of CFLP. On October 6, 2025, the transactions under such agreements closed. The aggregate purchase price for such sales was $200,000, and was paid using cash on hand at the Purchaser Trusts. Acquisitions of Interests in Tangible Benefits and KBCR by Trusts Controlled by Mr. Brandon G. Lutnick As previously disclosed in Amendment No. 4, on May 16, 2025, Mr. Howard W. Lutnick, in his capacity as trustee of a trust, entered into an agreement to sell to certain other trusts controlled by Mr. Brandon G. Lutnick certain interests, including all outstanding equity interests held by a trust controlled by Mr. Howard W. Lutnick in Tangible Benefits, LLC, a Delaware limited liability company ("Tangible Benefits"), and KBCR Management Partners, LLC, a Delaware limited liability company ("KBCR"), both of which hold shares of the Company. On October 6, 2025, the transactions under such agreements closed concurrently with the closing of the sale of the voting shares of CFGM described above. The aggregate purchase price of the interests in KBCR and Tangible Benefits was $13,096,795.70 and was paid using cash on hand at the purchasing trusts. Following the closing of the transactions described above, Brandon G. Lutnick may be deemed to have beneficial ownership of 58.6% of the total voting power of the outstanding Common Stock of the Company and Howard W. Lutnick no longer has beneficial ownership over such securities. ******** Other than as described in this Item 4, none of the Reporting Persons has any current plans or proposals that relate to or that would result in any of the transactions or other matters specified in clauses (a) through (j) of Item 4 of Schedule 13D; provided, that the Reporting Persons may, at any time, review or reconsider their positions with respect to the Company and reserve the right to develop such plans or proposals. | ||||
| CF Group Management, Inc. | 13D/AActivist | 20.5% | 40.66M | Oct 6, 2025 |
Item 4 is hereby amended and supplemented with the following: Completion of Howard W. Lutnick Divestiture In accordance with the transactions detailed below, Mr. Howard W. Lutnick, the U.S. Secretary of Commerce and the Company's former Executive Chairman and former Chairman of the Board of Directors of the Company, has completed his previously announced divestiture of his holdings in the Company in connection with his appointment as the U.S. Secretary of Commerce. Mr. Howard W. Lutnick no longer has any voting or dispositive power over any of the securities of the Company and the Reporting Persons understand that he will file Amendment No. 5B as his final amendment to the Original 13D to reflect his zero ownership. Acquisition of CFGM Voting Shares by Trusts Controlled by Mr. Brandon G. Lutnick As previously disclosed in Amendment No. 4, on May 16, 2025, Howard W. Lutnick, in his capacity as trustee of a trust, entered into agreements to sell to trusts controlled by Brandon G. Lutnick (the "Purchaser Trusts") all of the voting shares of CFGM, which is the managing general partner of CFLP. On October 6, 2025, the transactions under such agreements closed. The aggregate purchase price for such sales was $200,000, and was paid using cash on hand at the Purchaser Trusts. Acquisitions of Interests in Tangible Benefits and KBCR by Trusts Controlled by Mr. Brandon G. Lutnick As previously disclosed in Amendment No. 4, on May 16, 2025, Mr. Howard W. Lutnick, in his capacity as trustee of a trust, entered into an agreement to sell to certain other trusts controlled by Mr. Brandon G. Lutnick certain interests, including all outstanding equity interests held by a trust controlled by Mr. Howard W. Lutnick in Tangible Benefits, LLC, a Delaware limited liability company ("Tangible Benefits"), and KBCR Management Partners, LLC, a Delaware limited liability company ("KBCR"), both of which hold shares of the Company. On October 6, 2025, the transactions under such agreements closed concurrently with the closing of the sale of the voting shares of CFGM described above. The aggregate purchase price of the interests in KBCR and Tangible Benefits was $13,096,795.70 and was paid using cash on hand at the purchasing trusts. Following the closing of the transactions described above, Brandon G. Lutnick may be deemed to have beneficial ownership of 58.6% of the total voting power of the outstanding Common Stock of the Company and Howard W. Lutnick no longer has beneficial ownership over such securities. ******** Other than as described in this Item 4, none of the Reporting Persons has any current plans or proposals that relate to or that would result in any of the transactions or other matters specified in clauses (a) through (j) of Item 4 of Schedule 13D; provided, that the Reporting Persons may, at any time, review or reconsider their positions with respect to the Company and reserve the right to develop such plans or proposals. | ||||
| Cantor Fitzgerald, L.P. | 13D/AActivist | 19.9% | 39.28M | Oct 6, 2025 |
Item 4 is hereby amended and supplemented with the following: Completion of Howard W. Lutnick Divestiture In accordance with the transactions detailed below, Mr. Howard W. Lutnick, the U.S. Secretary of Commerce and the Company's former Executive Chairman and former Chairman of the Board of Directors of the Company, has completed his previously announced divestiture of his holdings in the Company in connection with his appointment as the U.S. Secretary of Commerce. Mr. Howard W. Lutnick no longer has any voting or dispositive power over any of the securities of the Company and the Reporting Persons understand that he will file Amendment No. 5B as his final amendment to the Original 13D to reflect his zero ownership. Acquisition of CFGM Voting Shares by Trusts Controlled by Mr. Brandon G. Lutnick As previously disclosed in Amendment No. 4, on May 16, 2025, Howard W. Lutnick, in his capacity as trustee of a trust, entered into agreements to sell to trusts controlled by Brandon G. Lutnick (the "Purchaser Trusts") all of the voting shares of CFGM, which is the managing general partner of CFLP. On October 6, 2025, the transactions under such agreements closed. The aggregate purchase price for such sales was $200,000, and was paid using cash on hand at the Purchaser Trusts. Acquisitions of Interests in Tangible Benefits and KBCR by Trusts Controlled by Mr. Brandon G. Lutnick As previously disclosed in Amendment No. 4, on May 16, 2025, Mr. Howard W. Lutnick, in his capacity as trustee of a trust, entered into an agreement to sell to certain other trusts controlled by Mr. Brandon G. Lutnick certain interests, including all outstanding equity interests held by a trust controlled by Mr. Howard W. Lutnick in Tangible Benefits, LLC, a Delaware limited liability company ("Tangible Benefits"), and KBCR Management Partners, LLC, a Delaware limited liability company ("KBCR"), both of which hold shares of the Company. On October 6, 2025, the transactions under such agreements closed concurrently with the closing of the sale of the voting shares of CFGM described above. The aggregate purchase price of the interests in KBCR and Tangible Benefits was $13,096,795.70 and was paid using cash on hand at the purchasing trusts. Following the closing of the transactions described above, Brandon G. Lutnick may be deemed to have beneficial ownership of 58.6% of the total voting power of the outstanding Common Stock of the Company and Howard W. Lutnick no longer has beneficial ownership over such securities. ******** Other than as described in this Item 4, none of the Reporting Persons has any current plans or proposals that relate to or that would result in any of the transactions or other matters specified in clauses (a) through (j) of Item 4 of Schedule 13D; provided, that the Reporting Persons may, at any time, review or reconsider their positions with respect to the Company and reserve the right to develop such plans or proposals. | ||||
| LUTNICK HOWARD W | 13D/AActivist | 0% | 0 | Oct 6, 2025 |
Item 4 is hereby amended and supplemented with the following: Completion of Howard W. Lutnick Divestiture In accordance with the transactions described in Amendment No. 4, Mr. Howard W. Lutnick, the U.S. Secretary of Commerce and the Company's former Executive Chairman, has completed his previously announced divestiture of his holdings in the Company in connection with his appointment as the U.S. Secretary of Commerce. The sale of such interests was completed on October 6, 2025, and as a result, Mr. Howard W. Lutnick no longer has any voting or dispositive power over any of the securities of the Company and is filing this Amendment as a final amendment to reflect his zero ownership. | ||||