M&A - NEWMARK GROUP, INC.

Form Type: 8-K

Filing Date: 2025-05-19

Corporate Action: Acquisition

Type: New

Accession Number: 000121390025045118

Filing Summary: On May 16, 2025, Newmark Group, Inc. agreed to acquire 10,969,523 shares of Class A Common Stock from Mr. Howard W. Lutnick, the former Executive Chairman, at a price of $11.58 per share. This transaction is part of Mr. Lutnick's compliance with U.S. government ethics rules due to his appointment as U.S. Secretary of Commerce. The purchase includes various shares held directly and in trusts. The closing of the sale of the shares will occur on May 19, 2025. Additionally, on the same date, Lutnick will sell voting shares of CFGM, which controls approximately 58.5% of the total voting power of the outstanding common stock of Newmark, to trusts controlled by Brandon G. Lutnick. This transfer will result in Brandon G. Lutnick gaining voting power over the Company’s common stock. The sales are subject to customary closing conditions and the necessary regulatory approvals. A press release regarding these transactions was issued by the Company, attached as Exhibit 99.1.