SEC Form 4 · accession 0001437749-26-029178
NEWMARK GROUP, INC. · NMRK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Stephen M Merkel
Officer — Chairman of the Board & CLO · Director
Period of report
Aug 27, 2026
Accepted (ET)
Aug 28, 2026 · 4:06 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001690680
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common Stock, par value $0.01 per shareF1 | Aug 27, 2026 | A | 41,963 | — | A | 41,963 | D | |
| Class A Common Stock, par value $0.01 per shareF2 | Aug 27, 2026 | F | 10,349 | $15.54 | D | 31,614 | D | |
| Class A Common Stock, par value $0.01 per shareF3 | holding | — | — | — | 2,901 | I | By Various Trusts | |
| Class A Common Stock, par value $0.01 per shareF4 | holding | — | — | — | 11,572 | I | By 401(k) Plan |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On August 27, 2026, Newmark Group, Inc. (the "Company") granted to the reporting person 41,963 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 45,316.04 non-exchangeable limited partnership interests ("Interests") of Newmark Holdings, L.P. previously held by the reporting person, at the then-current exchange ratio of 0.9260 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.
- F2In connection with the grant described in Footnote 1 above, the Company withheld 10,349 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 31,614 shares of Class A Common Stock were issued to the reporting person.
- F3Represents shares of Class A Common Stock held in trusts for the benefit of the reporting person's immediate family, of which the reporting person's spouse is the sole trustee of each trust.
- F4Represents shares of Class A Common Stock held in the reporting person's 401(k) account as of August 26, 2026.