NMRK DEF 14A Report ended Dec. 30, 2025

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

_________________________________

SCHEDULE 14A

_________________________________

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No.    )

(Check the appropriate box):

Newmark Group, Inc.
(Name of Registrant as Specified In Its Charter)

______________________________________________________________

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

November 17, 2025

Dear Stockholder:

It is my pleasure to inform you that our 2025 Annual Meeting of Stockholders (the “Annual Meeting”) will be conducted online on Tuesday, December 30, 2025, commencing at 10:00 a.m. ET.

Our Board of Directors will once again conduct the Annual Meeting as a virtual meeting because it believes that a virtual meeting will enable increased stockholder accessibility, while improving meeting efficiency and reducing costs. Stockholders will be able to listen, vote, and submit questions from their home or any remote location with Internet connectivity. Information on how to participate in the Annual Meeting can be found on page 3 of the Proxy Statement.

This year, we are once again taking advantage of the Securities and Exchange Commission rule that allows companies to provide their stockholders with access to proxy materials on the Internet. On or about November 17, 2025, we will begin mailing a Notice of Internet Availability of Proxy Materials (the “Notice”) to our stockholders informing them that our Proxy Statement, Annual Report for the fiscal year ended December 31, 2024 and voting instructions are available online. As more fully described in that Notice, all stockholders may choose to access our proxy materials on the Internet or may request to receive paper copies of the proxy materials. This allows us to conserve natural resources and reduces the costs of printing and distributing the proxy materials, while providing our stockholders with access to the proxy materials in a fast and efficient manner.

During the Annual Meeting, you will be asked to make your voice heard through (i) a vote on the election of five directors; (ii) a vote on the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025; (iii) an advisory vote on executive compensation; and (iv) such other business as may properly come before the Annual Meeting and any adjournment or postponement thereof.

Whether or not you are able to participate in the Annual Meeting, it is important that your shares be represented. Please vote your shares using the Internet or the designated toll -free telephone number, or by requesting a printed copy of the proxy materials and completing and returning by mail the proxy card or voting instruction form you will receive in response to your request. Please refer to the section entitled “Voting Via the Internet, by Telephone, or by Mail” on page 2 of the Proxy Statement for a description of these voting methods.

Newmark Group, Inc.

125 Park Avenue
New York, New York 10017

Notice of 2025 Annual Meeting of Stockholders

NOTICE IS HEREBY GIVEN that our 2025 Annual Meeting of Stockholders will be held on Tuesday, December 30, 2025, commencing at 10:00 a.m. (Eastern Time), for the following purposes:

(1) To elect five directors to hold office until the next Annual Meeting and until their successors are duly elected and qualified;

(2) To hold a vote on the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025;

(3) To hold an advisory vote on executive compensation; and

(4) To transact such other business as may properly come before the Annual Meeting and any adjournment or postponement thereof.

Only holders of record of our Class A common stock or our Class B common stock at the close of business on November 10, 2025 are entitled to notice of and to vote at the Annual Meeting and any adjournment or postponement thereof. If you plan to participate in the Annual Meeting, please see the instructions under “Participating in the Annual Meeting” beginning on page 3 of the accompanying Proxy Statement. Stockholders will be able to listen, vote, and submit questions from their home or from any remote location that has Internet connectivity. Please see the instructions for voting under “Voting Via the Internet, by Telephone, or by Mail” beginning on page 2 of the accompanying Proxy Statement. There will be no physical location for stockholders to attend. Stockholders may only participate online by logging in at www.virtualshareholdermeeting.com/NMRK2025 .

YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO PARTICIPATE IN THE ANNUAL MEETING, PLEASE VOTE AS PROMPTLY AS POSSIBLE USING THE INTERNET OR THE DESIGNATED TOLL -FREE TELEPHONE NUMBER OR BY REQUESTING A PAPER COPY OF THE PROXY MATERIALS AND COMPLETING AND RETURNING BY MAIL THE PROXY CARD OR VOTING INSTRUCTION FORM YOU WILL RECEIVE IN RESPONSE TO YOUR REQUEST.

Table of Contents

Newmark Group, Inc.

125 Park Avenue
New York, New York 10017

PROXY STATEMENT

This Proxy Statement is being furnished in connection with the solicitation of proxies by and on behalf of our Board of Directors for use at the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Newmark Group, Inc. (the “Company,” “Newmark,” “we,” “us,” or “our”), to be held on December 30, 2025, and at any adjournment or postponement thereof, for the purposes set forth in the accompanying Notice of 2025 Annual Meeting of Stockholders. There will be no physical location for stockholders to attend. Stockholders may only participate online by logging in at www.virtualshareholdermeeting.com/NMRK2025. Our Annual Report for the fiscal year ended December 31, 2024 (the “2024 Annual Report”) accompanies this Proxy Statement.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON DECEMBER 30, 2025:

On or about November 17, 2025, we will begin mailing a notice, called the Notice of Internet Availability of Proxy Materials (the “Notice”), to our stockholders advising them that this Proxy Statement, the 2024 Annual Report and voting instructions can be accessed over the Internet at www.proxyvote.com . You may then access these proxy materials over the Internet, or you may request that a printed copy of the proxy materials be sent to you. If you want to receive a paper or e -mail copy of these proxy materials, you must request one over the Internet at www.proxyvote.com , by calling toll free 1 -800-579-1639 , or by sending an e -mail to sendmaterial@proxyvote.com . There is no charge to you for requesting a copy. Please make your request for a copy on or before December 15, 2025 to facilitate timely delivery. If you previously elected to receive our proxy materials electronically, these materials will continue to be sent via e -mail unless you change your election.

If you have not done so already, please help us protect the environment by signing up for electronic delivery for all future proxies and related materials. It takes just five easy steps:

1. Go to www.proxyvote.com .

2. Type in the 16 -digit control number included on your Notice of Internet Availability of Proxy Materials, on your proxy card or on the instructions that accompanied your proxy materials if you received printed copies and click “Submit.”

3. On the right side, click “Sign up for E -delivery ” under “Go Paperless.”

4. Fill out your e -mail address, create a PIN, and click “Next.”

5. Review the Description of Service and click “Enroll in E -Delivery .”

INFORMATION ABOUT VOTING

Who Can Vote

November 10, 2025 has been fixed as the record date for the determination of the stockholders entitled to notice of and to vote at the Annual Meeting and any adjournment or postponement thereof (the “Record Date”). Only holders of record as of the close of business on that date of shares of our Class A common stock, $0.01 par value per share (the “Class A common stock”), or of our Class B common stock, $0.01 par value per share (the “Class B common stock”), are entitled to notice of and to vote at the Annual Meeting. Our Class A common stock and our Class B common stock will vote together as a single class on all matters to come before the Annual Meeting and are sometimes collectively referred to herein as our “Common Equity.”

Each share of our Class A common stock entitles the holder thereof to one vote per share on each matter presented to stockholders for approval at the Annual Meeting. Each share of our Class B common stock entitles the holder thereof to 10 votes per share on each matter presented to stockholders for approval at the Annual Meeting. The collective voting power represented by the shares of our Class A common stock and our Class B common stock issued and outstanding on the Record Date is referred to as the “Total Voting Power.” On the Record Date, there were 159,448,532 shares of our Class A common stock and 21,285,533 shares of our Class B common stock, for a total of 180,734,065 Class A and Class B shares of our Common Equity, outstanding and entitled to vote, with a Total Voting Power of 372,303,862 votes.

Voting Via the Internet, by Telephone, or by Mail

Stockholders of Record

If your shares are registered directly in your name with the Company’s transfer agent, Equiniti Trust Company, LLC, you are considered the “stockholder of record” of those shares, and the Notice of Internet Availability of Proxy Materials is being sent directly to you by the Company. If you are a stockholder of record, you can vote your shares in one of two ways: either by proxy or online during the Annual Meeting. If you choose to vote by proxy, you may do so by using the Internet (please visit www.proxyvote.com and follow the instructions), by calling the designated toll -free number (1 -800-690-6903 ), or by requesting a printed copy of our proxy materials and completing and returning by mail the proxy card or voting instruction form you will receive in response to your request. Whichever method you use, each valid proxy received in time will be voted during the Annual Meeting in accordance with your instructions.

Beneficial Owners of Shares Held in Street Name

If your shares are held in a securities brokerage account or by a bank or other nominee, you are considered the “beneficial owner” of shares held in “street name,” and the Notice is being forwarded to you by your broker, bank or nominee, who is considered the stockholder of record of those shares. As a beneficial owner, you have the right to direct your broker, bank or nominee on how to vote the shares held in your account. You may also vote using the Internet. Please visit www.proxyvote.com and follow the instructions, or, if you request printed proxy materials, you will receive voting instructions from your broker, bank or nominee describing the available processes for voting your stock.

Revocation of Proxies

A stockholder’s voting on the Internet or by telephone or by completing and returning a proxy card or voting instruction form will not affect such stockholder’s right to participate in the Annual Meeting and to vote during such time. Any stockholder who votes on the Internet or by telephone or submits an executed proxy card or voting instruction form has a right to revoke the proxy at any time before it is voted by taking any of the following actions:

• advising Caroline A. Koster, our Corporate Secretary, in writing of such revocation;

• changing the stockholder’s vote on the Internet or by telephone;

• executing a later -dated proxy card or voting instruction form which is delivered prior to the Annual Meeting; or

• participating in the Annual Meeting online and voting during such time.

Participation in the Annual Meeting will not in and of itself constitute revocation of a proxy.

Broker Non-Votes

If you are a beneficial owner whose shares are held by a broker, bank or other nominee, you must instruct the broker, bank or nominee how to vote your shares. If you do not provide voting instructions, your shares will not be voted on proposals on which brokers do not have discretionary authority. This is called a “broker non -vote .”

Quorum

The required quorum for the transaction of business at the Annual Meeting is a majority of the Total Voting Power entitled to vote at the meeting, which shares must be present in person or represented by proxy during the Annual Meeting. Abstentions and broker non -votes will be counted towards the quorum requirement.

Required Vote

With respect to Proposal 1, directors are elected by a plurality of the Total Voting Power present in person or represented by proxy and entitled to vote. With respect to each of Proposals 2 and 3, the affirmative vote of the majority of the Total Voting Power voted by stockholders entitled to vote on such Proposal is required. Withheld votes will have no effect on the vote on Proposal 1, and abstentions will have no effect on the votes on Proposals 2 and 3. Broker non -votes will have no effect on the votes on Proposals 1 and 3. There will not be broker non -votes with regard to Proposal 2 as it is a routine matter pursuant to which brokers may exercise discretionary voting authority. Thus, your broker or nominee may vote on your behalf with regard to Proposal 2 whether or not you provide voting instructions. Shares not voted in the discretion of your broker or nominee will have no effect on the vote on this proposal.

Participating in the Annual Meeting

You are entitled to participate in the Annual Meeting only if you were a Newmark stockholder of record or a beneficial owner of shares of our Class A common stock or our Class B common stock as of the close of business on the Record Date, November 10, 2025, or you hold a valid proxy for the Annual Meeting. Our Annual Meeting will be a completely virtual meeting. There will be no physical meeting location. The meeting will be conducted only via live webcast.

To participate in the Annual Meeting, visit www.virtualshareholdermeeting.com/NMRK2025 and enter the 16 -digit control number included on your Notice of Internet Availability of Proxy Materials, on your proxy card or on the voting instruction form that accompanied your proxy materials if you received printed copies. You may begin to log into the meeting platform beginning at 9:45 a.m. (Eastern Time) on December 30, 2025. The meeting is scheduled to begin promptly at 10:00 a.m. (Eastern Time) on December 30, 2025.

The virtual meeting platform is fully supported across browsers (Edge, Firefox, Chrome, and Safari) and devices (desktops, laptops, tablets, and cell phones) running the most updated version of the applicable software and plugins. Participants should ensure that they have a strong Internet connection wherever they intend to participate in the meeting. Participants should also give themselves plenty of time to log in and ensure that they can hear streaming audio prior to the start of the meeting.

If you want to submit your question during the meeting, log into the virtual meeting platform at www.virtualshareholdermeeting.com/NMRK2025, type your question into the “Ask a Question” field, and click “Submit.” Questions pertinent to meeting matters may be answered during the meeting, subject to time constraints. Questions regarding personal matters, including those related to employment, individual transactions, product or service issues, or other matters not relevant to investors generally, are not pertinent to meeting matters and therefore will not be answered.

Voting Procedures for Newmark 401(k) Plan Participants

Pursuant to the trust agreement governing the Newmark 401(k) Plan (the “401(k) Plan”), the trustee of our 401(k) Plan will not, except as otherwise required by law, vote shares of our Class A common stock held in the trust as to which the trustee has not received voting instructions from 401(k) Plan participants.

Other Information

Unless specified otherwise, the proxies will be voted FOR the election of all the nominees to serve as our directors, FOR the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025, and FOR the approval, on an advisory basis, of the resolution on executive compensation. In the discretion of the proxy holders, the proxies will also be voted for or against such other matters as may properly come before the Annual Meeting. Management is not aware of any other matters to be presented for action at the Annual Meeting.

Our principal executive offices are located at 125 Park Avenue, New York, New York 10017, and our telephone number is (212) 372 -2000 .

This Proxy Statement is accompanied by the 2024 Annual Report, which includes the Company’s Annual Report on Form 10 -K for the year ended December 31, 2024 (the “2024 Form 10 -K ”), that we have previously filed with the Securities and Exchange Commission (the “SEC”) and that includes our audited financial statements. We file reports, proxy statements and other information with the SEC. These filings are available to the public on the SEC website at www.sec.gov . In addition, our website at ir.nmrk.com provides ongoing information about the Company, including documents filed by us with the SEC. To obtain documents from us, please direct requests in writing to Newmark Group, Inc., 125 Park Avenue, New York, New York 10017, Attention: Corporate Secretary, or call (212) 372 -2000 . We will send you the requested documents without charge; however, a reasonable fee will be charged for exhibits that you request. The information contained on, or that may be accessed through, our website is not part of, and is not incorporated into, this Proxy Statement.

PROPOSAL 1 — ELECTION OF DIRECTORS

Our Board of Directors (the “Board” or the “Board of Directors”) is currently composed of five members. Our Board, upon recommendation of our independent directors, has nominated five persons for election as directors at the Annual Meeting. All of the nominees are currently members of our Board. Information with respect to the five nominees for election as directors is set forth below. All of the nominees are to be elected at the Annual Meeting and to serve until their successors are duly elected and qualified. All of the nominees listed below are expected to serve as directors if they are elected. If any nominee should decline or be unable to accept such nomination or to serve as a director (an event which our Board does not now expect), our Board reserves the right to nominate another person or to vote to reduce the size of our Board. In the event another person is nominated, the proxy holders intend to vote the shares to which the proxy relates for the election of the person nominated by our Board. There is no cumulative voting for directors.

Information About Our Directors

VOTE REQUIRED FOR APPROVAL

The five nominees receiving a plurality of the Total Voting Power present in person or represented by proxy and entitled to vote on the election of directors will be elected as directors. Withheld votes and broker non -votes will have no effect on the election of directors.

RECOMMENDATION OF OUR BOARD OF DIRECTORS

OUR BOARD OF DIRECTORS RECOMMENDS THAT ALL STOCKHOLDERS VOTE
“FOR” THE ELECTION OF EACH OF THE FIVE NOMINEES FOR DIRECTOR.

Controlled Company Status

Although we may qualify as a “controlled company” under the corporate governance rules of the Nasdaq Stock Market LLC (“Nasdaq”) because Cantor and CFGM control the majority of our Total Voting Power, we have nevertheless currently opted to have, and our Corporate Governance Guidelines currently provide for, a majority independent board of directors and a compensation committee composed of independent directors, and our director nominees are also recommended for the Board’s selection by a majority of our independent directors, each as more fully described below. In the future, we may consider relying on all or a portion of the exemptions from these requirements provided to “controlled companies” under Nasdaq rules.

Independence of Directors

Our Board has determined that each of Ms. Bauer and Messrs. McIntyre and Itzkowitz qualifies as an “independent director” in accordance with the published listing standards of Nasdaq. The Nasdaq independence definition consists of a series of objective tests, including that the director is not an officer or employee of ours, our parent or a consolidated subsidiary, and has not engaged in various types of business dealings with us. In addition, as further required by Nasdaq rules, our Board has made a subjective determination with respect to each independent director that no relationships exist which, in the opinion of our Board, would interfere with the exercise of independent judgment by each such director in carrying out the responsibilities of a director. In making these determinations, our Board has reviewed and discussed information provided by the individual directors and us with regard to each director’s business and personal activities as they may relate to us and our management, including participation on any boards of other organizations in which other members of our Board are members. In evaluating Ms. Bauer’s independence, the Board took into consideration her service on the board of directors of the National September 11 Memorial & Museum since 2008, an organization where Mr. Howard W. Lutnick, our former Executive Chairman and former member of our Board, was a member of the board of directors, as well as the fact that Ms. Bauer’s husband was employed by an affiliate of Cantor and, subsequent to his death on September 11, 2001, her family received the payments and health care coverage distributed to all affected victims from The Cantor Fitzgerald Relief Fund. In evaluating Mr. McIntyre’s independence, the Board took into consideration his service as an independent director at a public company for which the Company provides an immaterial amount of ordinary course real estate services. In evaluating Mr. Itzkowitz’s independence, the Board took into consideration his prior employment by a Cantor affiliate and his prior partnership interest in Cantor, which ended in 2014.

2025 Board of Directors and Executive Officers Changes

On February 18, 2025, Mr. Howard W. Lutnick (“Mr. H. Lutnick”) was confirmed by the United States Senate as the 41 st Secretary of Commerce. Following his confirmation, Mr. H. Lutnick stepped down as Chairman of the Board and Executive Chairman of the Company. On the same day, the Board appointed Mr. Kyle Lutnick, son of Mr. H. Lutnick, to serve as a member of the Board. Additionally, the Board appointed our Executive Vice President and Chief Legal Officer, Mr. Stephen M. Merkel to serve as a member of the Board and as Chairman of the Board and the Board appointed our Chief Executive Officer, Mr. Barry M. Gosin, as Principal Executive Officer of the Company and as Chairman of Newmark & Company Real Estate, Inc. (“Newmark & Co.”), following Mr. H. Lutnick’s departure.

On April 7, 2025, the Board appointed Luis Alvarado to serve as our Chief Operating Officer.

Meetings and Committees of Our Board of Directors

Our Board held 15 meetings during the year ended December 31, 2024. In addition to meetings, our Board and its committees reviewed and acted upon matters by unanimous written consent from time to time. During 2024, each independent director attended 100% of the total number of meetings of the Board and the committees of which he or she was a member.

Audit Committee

Our Board has an Audit Committee. The members of the Committee are currently Ms. Bauer and Messrs. McIntyre and Itzkowitz, with Mr. McIntyre serving as Chair of the Committee. Each member of the Committee qualifies as “independent” in accordance with the published listing standards of Nasdaq and under special standards established by the SEC for members of audit committees, and each member of the Committee has been determined by our Board to meet the qualifications of an “audit committee financial expert” in accordance with SEC rules. The Committee operates pursuant to an Audit Committee Charter, which is available at www.nmrk.com/corporate -responsibility /corporate -governance under the heading “Audit Committee Charter” or upon written request from us free of charge.

Our Audit Committee selects our independent registered public accounting firm (our “auditors”), consults with our auditors and with management with regard to the adequacy of our financial reporting, internal control over financial reporting and the audit process and considers any permitted non -audit services to be performed by our auditors. The Committee also approves all related party transactions, oversees the management of our enterprise risk management program, oversees compliance with our Code of Business Conduct and Ethics (the “Code of Ethics”) and administers our Whistleblower Complaint and Investigation Policy, including the establishment of procedures with respect to the receipt, retention and treatment of complaints received by us regarding accounting, internal controls and auditing matters, and the anonymous submission by employees of complaints involving questionable accounting or auditing matters (collectively, the “Whistleblower Policy”). The Committee pre -approves all audit services, audit -related services and permitted non -audit services to be performed for us by our auditors, subject to certain minimum exceptions set forth in our Audit Committee Charter. The Committee held 15 meetings during the year ended December 31, 2024.

During 2024, our Audit Committee approved the appointment of Ernst & Young LLP (“Ernst & Young”) as our auditors for the year ending December 31, 2024. Ernst & Young was also approved to perform reviews of each of our quarterly financial reports for the year ending December 31, 2024, and certain other audit -related services such as accounting consultations. Pursuant to our Audit Committee Charter, the Committee will pre -approve audit services, internal control -related services and permitted non -audit services to be performed for us by Ernst & Young, as set forth in the Audit Committee Charter.

The Committee has approved the appointment of Ernst & Young as our independent registered public accounting firm for fiscal year ending December 31, 2025. We are submitting such engagement to our stockholders for ratification at the Annual Meeting in Proposal 2.

Compensation Committee

Our Board of Directors has a Compensation Committee. The Committee consists of Ms. Bauer and Messrs. Itzkowitz and McIntyre, with Ms. Bauer serving as Chair of the Committee. Each member of the Committee currently qualifies as “independent” in accordance with the published listing standards of Nasdaq. The Committee is responsible for establishing the compensation philosophy, policies and practices, participating in executive hiring and succession matters, reviewing and approving all compensation arrangements for our executive officers and for administering the Amended and Restated Newmark Holdings, L.P. Participation Plan, which we refer to as the “Participation Plan,” our Amended and Restated Long Term Incentive Plan, which we refer to as the “Equity Plan,” and our Amended and Restated Incentive Bonus Compensation Plan, which we refer to as our “Incentive Plan” (together with the Equity Plan and the Participation Plan, the “Newmark Compensation Plans”). The Committee operates pursuant to a Compensation Committee Charter, which is available at www.nmrk.com/corporate -responsibility /corporate -governance under the heading “Compensation Committee Charter,” or upon written request from us free of charge. The Committee held 13 meetings during the year ended December 31, 2024.

Corporate Responsibility Committee

Our Board also has a Corporate Responsibility Committee (formerly known as our Environmental, Social and Governance Committee). The members of the Committee are currently Ms. Bauer and Mr. McIntyre. Mr. McIntyre is the Chair of the Committee. Each member of the Committee currently qualifies as “independent” in accordance with the published listing standards of Nasdaq. The Committee is responsible for working with management

to provide oversight of corporate responsibility, social and human capital management, environmental and sustainability initiatives and procedures appropriate to the Company, to provide periodic reviews of the Company’s corporate responsibility practices and policies, to review management’s current corporate responsibility strategy to ensure the Company engages in appropriate practices and technologies and to otherwise make recommendations on these matters to the full Board. The Committee operates pursuant to a Corporate Responsibility Committee Charter, which is available at www.nmrk.com/corporate -responsibility /corporate -governance under the heading “Corporate Responsibility Committee Charter,” or upon written request from us free of charge. The Committee held seven meetings during the year ended December 31, 2024.

Nominating Process

All directors participate in the consideration of director nominees recommended for selection by a majority of the independent directors as defined by the published listing standards of Nasdaq. Accordingly, our Board does not have a separate nominating committee or committee performing similar functions and does not have a nominating committee charter. The Board believes that such participation of all directors is appropriate given the size of our Board and the level of participation of all of our independent directors in the nomination process. The Board will also consider qualified director candidates identified by a member of senior management or by a stockholder. However, it is our general policy to re -nominate qualified incumbent directors and, absent special circumstances, the Board will not consider other candidates when a qualified incumbent consents to stand for re -election . A stockholder wishing to submit a recommendation for a director candidate should follow the instructions set forth herein under the section below entitled “Communications with Our Board of Directors.”

Qualification Criteria

Our Board considers the following minimum criteria when reviewing a director nominee: director candidates must (1) have the highest character and integrity, (2) be free of any conflict of interest which would violate applicable laws or regulations or interfere with the proper performance of the responsibilities of a director, (3) possess substantial and significant experience which would be of particular importance in the performance of the duties of a director, (4) have sufficient time available to devote to our affairs in order to carry out the responsibilities of a director and (5) have the capacity and desire to represent the best interests of our stockholders. The Board also considers diversity of skills and experience as well as geographic background. Our Board screens candidates, does reference checks and conducts interviews, as appropriate. Our Board does not evaluate nominees for director any differently because the nominee is or is not recommended by a stockholder.

With respect to qualifications of the members of the Board, the Board generally values the broad business experience and independent business judgment in the financial, real estate or other fields of each member. Specifically, Mr. Kyle Lutnick is qualified based on his business experience and real estate experience, including prior experience while employed at Newmark, Mr. Merkel is qualified based on his extensive business and legal experience and prior public company service, Ms. Bauer is qualified based on her depth of experience in both the technology and government sectors, Mr. Itzkowitz is qualified based on his experience as a mergers and acquisitions attorney in the real estate and media industries and his general business experience, and Mr. McIntyre is qualified based on his extensive experience in the commercial real estate industry and general business experience. Each of Ms. Bauer and Messrs. McIntyre and Itzkowitz is additionally qualified as a result of his or her status as an “audit committee financial expert.”

The following matrix provides information regarding the members of our Board, including certain types of knowledge, skills, experiences and attributes possessed by one or more of our directors which our Board believes are relevant to our business and industry. The matrix does not encompass all of the knowledge, skills, experiences or attributes of our directors, and the fact that a particular type of knowledge, skill, experience or attribute is not listed does not mean that a director does not possess it. In addition, the absence of a particular type of knowledge, skill, experience or attribute with respect to any of our directors does not mean the director in question is unable to contribute to the decision -making process in that area. The type and degree of knowledge, skill and experience listed below may vary among the members of the Board.

Chairman of the Board

Our Board has determined that, in light of the current ownership structure of the Company, having an independent or non -executive Chairman of the Board is not efficient or appropriate for our Company. Additionally, our Board does not have a lead independent director for the same reasons. Our strong, majority independent Board effectively oversees our management and provides vigorous oversight of our business and affairs and any proposed related party transactions. Our Board is primarily composed of independent, active and effective directors. Three of our five current directors meet the independence qualifications of the published listing standards of Nasdaq and the SEC and our Board’s standards for determining director independence. Only two of our current directors are affiliated with Cantor, our controlling stockholder, and only one member of executive management is currently a director. Requiring that the Chairman of the Board be an independent director is not necessary to ensure that our Board provides independent and effective oversight of our business and affairs. Such oversight is maintained at the Company through the composition of our Board, and through the strong leadership of our majority independent directors and Board committees and our highly effective corporate governance structures and processes. Accordingly, our Corporate Governance Guidelines provide for the annual election of the Chairman of the Board by our majority independent Board (which, if applicable, shall be the nominee of the stockholders who control a majority of the vote). The Board typically elects its Chair following the annual stockholders’ meeting, although this may be revisited at any time.

We believe that the Company and its stockholders are well served by having Mr. Merkel, our Chief Legal Officer, serve as Chairman of the Board, given Mr. Merkel’s deep leadership experience with the Company.

Corporate Governance Guidelines

The Board has adopted Corporate Governance Guidelines that provide the framework for the governance of the Company. The Corporate Governance Guidelines address, among other things, the composition and structure of the Board, including membership criteria, independence standards and limits on other directorships, duties and responsibilities of directors, meeting procedures, committees of the Board, executive officer leadership development and stockholder engagement, including with respect to corporate responsibility matters. The Board reviews these principles and other aspects of governance annually. The Corporate Governance Guidelines are available at www.nmrk.com/corporate -responsibility /corporate -governance under the heading “Corporate Governance Guidelines” or upon written request from the Company free of charge.

Executive Sessions

In order to comply with Nasdaq rules, the Board has resolved that it will continue to schedule and/or provide opportunities during at least two meetings per year in which the independent directors will meet without the presence of non -independent directors.

Annual Meetings

The Corporate Governance Guidelines provide that each member of the Board is expected to attend Annual Meetings of Stockholders of the Company. At the 2024 Annual Meeting of Stockholders, held on October 17, 2024, all of the Company’s directors were in attendance.

Communications with Our Board of Directors

Stockholders may contact any member of our Board, including to recommend a candidate for director, by addressing their correspondence to the director, c/o Newmark Group, Inc., 125 Park Avenue, New York, New York 10017, Attention: Corporate Secretary. Our Corporate Secretary will forward all such correspondence to the named director. If you wish to submit any proposal to be considered at our 2026 annual meeting of stockholders, please follow the instructions set forth in the section below entitled “2026 Stockholder Proposals.”

The Board’s Role in Risk Oversight

Risk oversight is an integral part of Board and Committee deliberations throughout the year. The Audit Committee oversees the management of our enterprise risk management program, and it annually reviews an assessment prepared by management of the critical risks facing us, their relative magnitude and management’s actions to monitor and mitigate these risks.

Our management implemented an enterprise risk management program to enhance our existing processes through an integrated effort to identify, evaluate and manage risks that may affect our ability to execute our corporate strategy and fulfill our business objectives. The activities of the enterprise risk management program entail the identification, prioritization and assessment of a broad range of risks (e.g., strategic, operational, cybersecurity and information security, financial, legal/regulatory, reputational and market) and the formulation of plans to mitigate their effects.

Our Board and the Audit Committee receive periodic reports regarding the Company’s cybersecurity and information security risks from the Chief Information Security Officer (“CISO”) and the Chief Information Officer (“CIO”). Material events and updates related to such risks are reported to the full Board and Audit Committee annually and on an ad hoc basis where warranted, including based on the level of materiality of any cybersecurity incidents as determined by the incident reporting and escalation process led by our CISO and CIO. Our processes are regularly evaluated by internal and external experts, and the results of those reviews are reported to senior management and, where appropriate, the Board and Audit Committee.

Similarly, in designing and implementing our executive compensation program, the Compensation Committee takes into consideration our operating and financial objectives, including our risk profile, and considers executive compensation decisions based in part on incentivizing our executive officers to take appropriate business risk consistent with our overall goals and risk tolerance.

Non -executive brokers, managers and other professionals are generally compensated based upon production or commissions, which may involve our committing to certain transactions. These transactions may expose the Company to risks taken by individual employees who are motivated to increase production. While we have in place management oversight and risk -management policies, there is an inevitable conflict of interest between our compensation structure and certain brokerage, transactional, or similar risks to various portions of our businesses.

Succession Planning and Leadership Development

In accordance with our Corporate Governance Guidelines and the Compensation Committee Charter, the Board of Directors and the Committee regularly discuss leadership development and succession, operational strategy, and organizational design with our Chief Executive Officer and other executive officers, as well as outside advisors when appropriate. The goal is to promote leadership continuity and ensure orderly successions, both planned and unplanned, including in connection with the expiration or termination of existing employment arrangements with key personnel. The Board also reviews short -term succession plans to ensure continuity of leadership in the event that certain senior executive officers become temporarily unable to fulfill their duties.

In July 2025, following discussions with our Chief Executive Officer, Mr. Gosin, the Board retained a leadership advisory firm to assist with long -term succession planning. The Board determined that engaging external advisors at this stage represented a prudent and forward -looking step. The Board, in conjunction with Mr. Gosin, is now assessing long -term leadership options and advancing its succession planning efforts for the Company’s most senior executives, including the Chief Executive Officer. Mr. Gosin remains under an employment agreement covering 2026 that automatically renews each year unless either party provides notice of non -renewal or the term is otherwise extended by mutual agreement.

As part of this process, the Board periodically reviews the pipeline for critical roles. The Board considers, among other things, succession strategy, the impact of any potential absence due to illness or leave of certain key executive officers or employees, as well as competing demands on the time of certain of our personnel who also provide services to Cantor, BGC, their respective subsidiaries or other ventures and investments sponsored by Cantor. Our Board also discusses the engagement and encouragement of future business leaders and the process of introducing directors to leaders in our business lines, and initiatives to support the hiring, promotion and retention of leaders required for the changing business landscape and leading future business lines. Such individuals could include internal and external candidates, and the Board may retain additional third -party consultants to assist with succession planning, talent identification, operational strategy and organizational matters.

Our succession discussions were particularly relevant in 2024, as in November 2024, Mr. Howard W. Lutnick was nominated as the 41 st U.S. Secretary of Commerce. Mr. H. Lutnick was confirmed by the U.S. Senate on February 18, 2025 and stepped down from all of his positions with Newmark and as Chairman of the Board. Our Board elected Mr. Kyle Lutnick and Mr. Merkel to join our Board of Directors and Mr. Merkel to serve as Chairman of the Board. Our Board has appointed Mr. Barry M. Gosin as Principal Executive Officer of the Company and as Chairman of Newmark & Co., following Mr. H. Lutnick’s departure. On April 7, 2025, the Board appointed Luis Alvarado to serve as our Chief Operating Officer as part of our leadership development initiatives. See “— 2025 Board of Directors and Executive Officers Changes” above.

CORPORATE RESPONSIBILITY

We believe our business -focused corporate responsibility, governance, and environmental and sustainability -related (formerly known as “ESG”) policies and practices support our efforts to be an exemplary corporate citizen and create sustainable long -term value for Newmark, our stockholders, our clients, employees, and other stakeholders. We believe this helps us mitigate risks, reduce costs, protect brand value, and capitalize on market opportunities. As Newmark continues to expand globally, we expect that our corporate responsibility programs will add value and enhance the sustainable business solutions we offer for our clients and positively impact the communities in which we and our clients operate.

Our Board -level Corporate Responsibility Committee provides oversight with respect to our corporate responsibility policies and practices. The Corporate Responsibility Committee charter may be found on our website at www.nmrk.com/corporate -responsibility /corporate -governance under the heading “Corporate Responsibility Committee Charter.” With the Board’s and the Corporate Responsibility Committee’s oversight, we are embedding social and human capital, employment, environmental, sustainability, charitable and corporate governance policies and practices into our corporate strategy, compensation, disclosure, and goals to maintain and advance long -term value for our investors and other stakeholders.

Newmark supports sustainable business practices and is focused on taking the steps necessary to continue developing our sustainability program internally and further develop the sustainability -related services we offer our clients. We also have retained a nationally certified women -owned firm to assist our leadership in this endeavor. We also established a Corporate Responsibility Executive Committee, comprised of key Company executives and other senior leaders, to provide direction for Newmark’s corporate responsibility, governance and sustainability progress and initiatives. Their results include:

• The publication of our first Corporate Responsibility Report in 2023 and recent publication of our second report;

• Prioritization of industry -relevant corporate responsibility topics to guide our actions, informed by management, market, employee and investor interests and corporate responsibility standards;

• Engagement on corporate responsibility topics to meet business and client objectives; and

• Recognition as a Green Lease Leader from the Department of Energy and Institute for Market Transformation for sustainability, as well as green lease guidance used internally and shared with clients.

Our Fundamental Values

Newmark is an organization built on strong values, employee engagement and ownership. At our core we are committed to our employees by providing them with an opportunity to participate in our success. We believe that by cultivating a dynamic mix of people and ideas, we enrich the performance of our businesses, the experiences of our employee base, and the level of engagement in the communities in which we operate. We value hard work, innovation, superior client service, strong ethics and governance and equal employment opportunity. Further, philanthropy is woven into our corporate culture. We believe these values foster sustainable, profitable growth. We strive to be exemplary corporate citizens and honor high ethical principles in our interactions with other businesses, our employees and the communities in which we live and work.

Human Capital and Social Policies and Practices

We are committed to our people, our stockholders and the community as a whole. We have a variety of programs to incentivize and support our employees, from employee ownership to comprehensive benefits and training. We are also committed to equal employment opportunity, and other policies and practices designed to fulfill our commitment to social and human capital development.

Attracting and Retaining the Best Talent

Our success depends on our ability to attract and retain talented, productive and skilled employees to transact with our clients in a challenging and regulated environment that is experiencing ever -increasing competition for talent. We are investing in fostering an inclusive and incentivized work environment where our people can deliver

their best work every day. In 2021 and in 2024, we were named by GlobeSt.com as one of commercial real estate’s “Best Places to Work.” Newmark was ranked #1 on LinkedIn’s 2022 “Top Companies in Real Estate” list, which ranks the top 25 companies at which to grow a career in the industry.

Safe, Empowering and Flexible Work Environment

We recognize that the health and well -being of our employees is fundamentally linked to the success of our organization. We have implemented significant measures to create a safe work environment. In addition to ensuring our offices meet applicable state and local regulatory standards, Newmark maintains a comprehensive Health and Safety Manual that guides our policies and procedures in compliance with federal standards enforced by the Occupational Safety and Health Administration. Our employees receive safety awareness training via Newmark’s online safety training platform, providing access to over 1,000 courses across three safety catalogs. We are committed to a culture that is built around the evolving needs of our talented workforce, promoting safety, empowerment, and flexibility. As part of this commitment, we proudly offer a comprehensive benefits package crafted to enhance our culture and support the success of our employees, both at work and at home. To facilitate the retention of our employees, we also provide additional benefits, including a 401(k) match.

Performance-Based and Highly Retentive Compensation Structure

Virtually all of our key executives and producers have equity or partnership stakes in the Company and its subsidiaries. Generally, they receive deferred equity, limited partnership units of Newmark Holdings, L.P. (“Newmark Holdings,” and such units, which are described in greater detail under “Certain Relationships and Related Transactions, and Director Independence — Classes of Interests in Newmark Holdings,” unless the context requires otherwise, “units”) or restricted stock units (“RSUs”) as part of their compensation. As of September 30, 2025, our employees and independent contractors, partners, executive officers and directors owned approximately 25% of our equity on a fully diluted basis. See the organizational chart under the heading “Part I, Financial Information — Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Quarterly Report on Form 10 -Q for the fiscal quarter ended September 30, 2025, filed with the SEC on November 10, 2025, for more information. We issue limited partnership units and other forms of equity -based compensation, such as RSUs, which:

• Provide liquidity to our partners and employees over time;

• Align the interests of our partners and employees and management with those of common stockholders;

• Help motivate and retain key partners and employees; and

• Encourage a collaborative culture that drives cross -selling and growth.

The non -exchangeable partnership units held by our partners are subject to forfeiture (such as if the non -compete , confidentiality or non -solicit provisions of the Newmark Holdings limited partnership agreement are violated), and unvested RSUs are subject to service conditions that must be met in order for them to vest into shares of Newmark common stock. In addition, any partnership amounts paid following termination of service generally are paid over a number of years to ensure compliance with partner obligations. This compensation structure has proven to be highly retentive, and between 2015 and 2024, we have retained approximately 93% of our top -performing producers.

From time to time, we may enter into various agreements with certain of our employees and partners. Many of these individuals receive loans that may be either wholly or in part repaid from the proceeds of sales of the employees’ shares of our Class A common stock or distribution earnings that the individual receives on some or all of their limited partnership units. We have also provided forgivable loans to our employees from time to time. We believe these loans provide incentives and promote entrepreneurship, retention and long -term engagement.

Equal Employment Opportunity

We are committed to equal employment opportunity and other policies and practices that seek to further our development of a productive and inclusive workplace. We consider all qualified applicants for job openings and promotions without regard to race, color, religion, gender, sexual orientation, gender identity, national origin or ancestry, age, disability, service in the armed forces, or any other protected characteristic. We continue to develop initiatives to support these values.

Employee Engagement, Communication, Career Management and Training and Development

We invest in our employees’ long -term development and engagement by delivering training and development programs and a culture where our people can thrive and maximize their potential. We require mandatory annual training in workplace respect and inclusion on various topics including, anti -money laundering, anti -crime , global sanctions, ethics, cybersecurity, anti -harassment and anti -discrimination . We also provide or support periodic job -specific and other developmental training and support for our employees so they can maximize their potential, as well as tuition reimbursement programs for eligible employees.

We provide virtual and in -person leadership training to managers on topics, including management effectiveness, communication skills, interview skills, writing and delivering effective performance evaluations, and other topics. This training is supplemented by a comprehensive library of online training courses that managers and employees may access. Finally, our individual business lines offer ongoing learning and development opportunities tied to deepening the subject matter expertise of their professionals.

Our success depends on employees understanding how their work and engagement contribute to our strategy, culture, values and regulatory environment. We use various channels to facilitate open and direct communication, including internal calls and meetings with employees, training and policy updates, and our social outings and events.

Our Environmental Focus, Workplace Strategies and Sustainable Business Practices

We are focused on the environment and recognize the importance of treating our natural resources with respect so that they are available to future generations. Building operations have a significant impact on the environment, and as technology continues to place greater demands on building systems for power and cooling, energy consumption is expected to continue to rise at a potentially unsustainable rate. As one of the largest global commercial real estate service providers, we believe it is our responsibility to improve energy efficiency and reduce energy consumption to protect the environment through continuous improvement of building practices. Newmark has a public -facing Environmental Policy that highlights our strategies toward reducing resource consumption, assessing performance through utility data collection and upholding stakeholder interests around environmental performance. We understand that sustainable buildings provide a better work environment, increase building efficiency, lower costs for Newmark and its clients, and reduce the environmental impact of building operations. We recognize that this requires continuous improvement in our own spaces and increasingly sophisticated support for our clients.

As a responsible business, we are acutely aware of major issues affecting the environment. We also understand the impact commercial real estate can have on the health of the environment. That is why we encourage sustainable building practices and, in our occupier solutions and property management businesses, recommend strategies to clients to maximize energy efficiency, recycle materials and limit waste. These goals apply to Newmark’s offices as well as to the work we do for our clients, whether in selecting a location, building out space or managing a location. Newmark’s property, facilities and energy/sustainability management teams work internally and with clients to reduce energy demand and carbon emissions. Newmark is increasingly collecting and measuring environmental data, and this data is used to build client strategies around energy efficiency and renewable energy supply initiatives.

We are taking steps to minimize the environmental impact and carbon footprint of our corporate offices. We have updated our site selection guidelines to prioritize more energy efficient and sustainably managed spaces. We also updated our energy efficiency policy, our interior fit -out standards and our waste reduction policy. We continue to explore strategies for reducing our greenhouse gas emissions, increasing use of renewable energy, conserving water, and reducing waste. Newmark is working with the owners and property management teams that oversee the buildings we occupy to collect accurate and actionable energy data. As this data becomes more available, Newmark plans to implement energy efficiency initiatives where possible that will help lower our overall carbon footprint. We are also investigating the purchase of renewable energy supply where possible in deregulated energy markets. For all newly leased space for Newmark, we generally consider green lease options and strive to build and operate a sustainable workplace. Newmark occupies more than a dozen Leadership in Energy and Environmental Design (LEED®) certified buildings and over 30 Energy Star certified properties. Our headquarters at 125 Park Ave. in New York City holds a LEED Gold certification from the U.S. Green Building Council (USGBC) for Existing Buildings: Operations & Maintenance, is WELL Health -Safety rated and has an Energy Star certification.

Environmental Policy and Energy and Sustainable Service Reference Guide

We have a policy with respect to the responsible environmental management of our operations. We are creating a baseline to understand and minimize the impact that our business has on the environment and are actively searching for ways to reduce our footprint. We are pursuing traditional, as well as new and innovative, methods to achieve our goals.

Further information on our policy can be found on our website at www.nmrk.com/corporate -responsibility /environmental -initiatives under the heading “Environmental Policy and Energy and Sustainable Service Reference Guide.”

Energy and sustainability are growing areas of focus for our clients and client services. Since 2017, Newmark’s Energy and Sustainability Services team has led energy management initiatives for Newmark clients. The team partners with clients to help identify, develop and manage green building investments, pursue Energy Star certifications, manage their greenhouse gas emissions inventory, and establish long -term energy conservation measures to help meet their corporate decarbonization and net zero emissions goals. The team utilizes a cloud -based Energy Intelligence Platform that empowers clients with access to their utility data, offers facility utility bill payment services and manages third -party procurement contracts, which it integrates with Energy Star reporting. To support our services, we have also developed an Energy and Sustainability Services Reference Guide, available at www.nmrk.com/storage -nmrk /uploads/documents/Newmark -Energy-and-Sustainability-Services-Guide_2023 .pdf, which assists clients and property teams in reducing the environmental impact of property operations, maintenance and construction associated with real estate assets. Newmark publishes further details on our policies and programs in our Corporate Responsibility Report including employee resources, learning and development programs and supplier and vendor practices.

For more information about our policies and these initiatives and services provided to clients and within our own facilities as they evolve, please refer to our website at www.nmrk.com/corporate -responsibility .

Business Continuity and Resiliency

We have implemented practices to protect the continuity of our business and operations to maintain and advance value for stockholders and other stakeholders. These policies and practices include disaster recovery and crisis management protocols to minimize the impact of health emergencies and natural or other disasters on our operations. We maintain concurrent data centers in the United States and internationally to provide backup of our computer systems and capacity for our employees to work remotely during crises or from time to time. These policies and practices enabled our employees to maintain a high level of performance while working in offices or remotely during the COVID -19 pandemic and other global events in compliance with relevant rules and regulations in applicable jurisdictions, and in preservation of the health, safety and welfare of our workforce.

Charitable Policies and Practices

Our commitment to our people and others is evident through our corporate giving and charitable work. Newmark actively encourages our professionals to engage in civic and charitable efforts to support our clients and the communities in which we live and operate. In 2024, we supported approximately 200 different national and community -based organizations including hospitals, schools and universities, food banks and mental health providers. Some of the charities we supported include the American Heart Association, Big Brothers, Big Sisters, Boston Children’s Hospital, City of Hope, Fountain House, HFS Chicago Scholars, Homes Fit for Heroes, Lincoln Center, Mid -Ohio Food Bank, National Kidney Foundation, Pancreatic Cancer Foundation, Project Lyme, Stamford Hospital, Vision Forward, and the Youth Renewal Fund.

We actively encourage volunteerism and philanthropy among our people. As part of these values in action, we offer a matching program for employee donations to certain organizations recognized as tax -exempt under Section 501(c)(3) of the U.S. Internal Revenue Code of 1986 (the “Code”). The Company matches 100% of individual employee donations to The Cantor Fitzgerald Relief Fund made in September of each year, up to $5,000 per employee, in remembrance of the events of September 11, 2001. Employees have the option of designating a bona fide charity as the beneficiary of the donation and the match. Additionally, we offer a Volunteer Time Off program to support individual employee volunteerism in their communities. All full- and part -time regular employees are eligible to utilize one paid workday (one whole day or two half -days ) each calendar year to volunteer with bona fide charitable organizations of their choice. Participation is growing, and we intend to encourage broader use of this benefit and participation by employees in charitable and community service activities within all our office communities. In addition, the Company circulates a Charitable Newsletter quarterly, highlighting the philanthropic efforts of our employees around the world.

Additional charitable initiatives are in effect from time to time. In 2025, Newmark organized drives with The Cantor Fitzgerald Relief Fund for victims of the Los Angeles wildfires and the Central Texas flooding. Additional information about our charitable efforts is available at www.nmrk.com/corporate -responsibility /human -capital-social .

Corporate Governance Policies and Practices

Our commitment to good corporate governance policies and practices is demonstrated by our Corporate Governance Guidelines, our rigorous Code of Ethics, the charters of the Audit, Compensation and Corporate Responsibility Committees of our Board, our Insider Trading Policy, our Policy Statement on Hedging (“Hedging Policy”), our Clawback Policy and our other corporate governance policies and practices. Some highlights of our corporate governance policies and practices include the following:

• Independence of a majority of directors;

• Only independent directors serve on each standing, Board -level committee;

• Board -level Corporate Responsibility Committee;

• Annual independence review of independent outside directors;

• Diverse array of professional experience of the Board;

• Annual director elections — we do not have a classified (“staggered”) Board;

• The ability of our Board to accept the required resignation of a director who fails to obtain a majority vote for election;

• No stockholder rights plan or other “poison pill” or similar anti -takeover device;

• A prohibition on personal loans to directors and executive officers;

• Requirement for directors to inform the Board of changes in their principal job responsibilities;

• Limits on the service of directors and executive officers on other public company boards;

• Director orientation and continuing education;

• Annual self -assessments of the performance of our Board and its committees and individual directors;

• Insider Trading Policy, including prohibitions against trading while in possession of material, non -public information;

• Prohibitions against hedging;

• Clawback Policy for Incentive -Based Compensation;

• Strict procedures and enforcement of our ethical standards and our conflict of interest policies, including our robust Whistleblower Policy — completely confidential and with a whistleblower hotline available 24/7;

• Annual evaluation of the performance of our Chief Executive Officer;

• Procedures for establishing and disseminating agendas and materials for meetings of the Board and its committees in advance;

• Periodic executive sessions of independent directors;

• Strict ethical and other criteria for membership on the Board;

• Detailed processes and review of all related party transactions and required approval by independent directors;

• Access of the Board and its committees to management and to outside independent advisors;

• Diversified mix of cash and short- and long -term equity awards designed to be highly retentive and risk -appropriate , and to align the interests of our executive officers with those of our stockholders;

• Executive officers holding much of their personal net worth in our and our affiliates’ equity;

• Robust annual review and oversight of Code of Ethics responses;

• Succession planning and leadership development of executive officers and potential senior managers having significant responsibility for business areas;

• Annual stockholder say -on-pay votes;

• Annual ratification of the appointment of our independent registered public accounting firm; and

• Annual review of our corporate governance policies and practices.

Whistleblower Complaint and Investigation Policy

We have a policy regarding reporting of complaints about accounting, internal controls, employment and labor practices, auditing matters, or questionable financial practices. The policy is designed to provide a channel of communication for employees and others who have concerns about our conduct or any of our directors or employees. Complaints are treated seriously and handled expeditiously. Any person may submit a complaint to our independent outside law firm via a dedicated hotline and e -mail account available 24 hours a day, 7 days a week. Complaints that are accounting or financial in nature (“Accounting Complaints”) will be handled by the Chair of our Audit Committee and/or by our Chief Legal Officer, Corporate Secretary or designee.

Employees submitting an Accounting Complaint need not provide their names or other personal information and reasonable efforts will be used to conduct the investigation that follows from an Accounting Complaint from an employee in a manner that protects the confidentiality and anonymity of the employee submitting the Accounting Complaint.

Employees are reminded of the Whistleblower Policy at least annually and information is provided in local languages. We honor a culture of investigation, confidentiality and non -retaliation . Persons submitting complaints in good faith will not be subject to retaliation and the policy does not prohibit other actions protected under applicable law. Our Whistleblower Policy is publicly available on our website at www.nmrk.com/corporate -responsibility /corporate -governance under the heading “Whistleblower Complaint and Investigation Policy.”

Code of Business Conduct and Ethics

Our corporate values and strong policies and procedures regarding ethics, conflicts of interests, related party transactions and similar matters are contained in our Code of Ethics. This commitment applies to members of our Board, executive officers, other officers and our other covered employees globally. The Code of Ethics and its training modules are circulated in local languages and training and certifications are conducted annually for all employees. Annual written certifications are required. Potential violations and disclosures globally are reviewed annually by executive management and escalated to the Audit Committee. Director and executive officer disclosures are reviewed by the Audit Committee on an annual basis. The Code of Ethics is available on our website at www.nmrk.com/corporate -responsibility /corporate -governance under the heading “Code of Business Conduct and Ethics.”

Compliance and Anti-Financial Crime Program Policy Statement

We are committed globally to our policy regarding anti -money laundering and anti -financial crime, including anti -bribery and corruption, counter -terrorism financing, anti -fraud and anti -market abuse initiatives. We are committed to compliance and training regarding all relevant laws, rules, and regulations designed to combat bribery and corruption, including, but not limited to, the UK Bribery Act of 2010 and the U.S. Foreign Corrupt Practices Act of 1977, as amended. Further information on this policy can be found on our website at www.nmrk.com/corporate -responsibility /corporate -governance under the heading “Compliance and Anti -Financial Crime Program Policy Statement.”

In addition, our Code of Ethics provides that we will not enter into a business relationship or engage in an activity if we know or have reasonable grounds to suspect that a business relationship or activity is connected with or facilitates bribery or corruption. It is the responsibility of each person covered under the Code of Ethics to comply with applicable anti -bribery and corruption laws. Persons covered under the Code of Ethics are required to report any suspicions of bribery or corruption to the Compliance Officer or, as appropriate, to the Audit Committee or the Board, or in accordance with our Whistleblower Policy. For more information on our Code of Ethics and Whistleblower Policy, see the section entitled “Code of Ethics and Whistleblower Policy.”

Global Anti-Bribery and Corruption Policy Statement

We have a specific global policy to combat bribery and corruption through a clear set of policies and procedures outlining anti -bribery and corruption standards, procedures and annual employee training. The policy specifically defines “bribery” and “corruption” and provides for management and Board oversight. Further information on this policy can be found on our website at www.nmrk.com/corporate -responsibility /corporate -governance under the heading “Global Anti -Bribery and Corruption Policy Statement.”

Annual Risk Evaluation and Board-Level Risk Oversight

Our Board of Directors meets at least annually with our senior risk officer to review and evaluate our enterprise risk framework, risk management policies and practices, credit and risk mitigation policies and practices, and other related issues.

Focus on Our Internal Control Environment

As described more fully in its charter, the primary function of the Audit Committee is to assist our Board of Directors in its general oversight of the Company’s financial reporting, internal control over financial reporting and audit process. Management is responsible for the preparation, presentation and integrity of the Company’s financial statements; accounting and financial reporting principles; internal control over financial reporting; disclosure controls; and procedures designed to ensure compliance with accounting standards, applicable laws and regulations.

Our overall control environment is a focal point for our management, the Audit Committee and the Board. With this focus and with the oversight of the Audit Committee and the Board, management regularly enhances our overall control environment.

Cybersecurity Program Policy Statement

We are committed to combating the global threat of cyberattacks and to securing our business through our information security programs to operate with confidence, through a deep understanding of cybersecurity risks, vulnerabilities, mitigations, and threats. These processes are managed by our cybersecurity team headed by our CISO and supported by our business continuity teams. We conduct periodic internal and external vulnerability audits and assessments and penetration testing and provide periodic cybersecurity training to employees. Further information on these processes can be found on our website at www.nmrk.com/corporate -responsibility /corporate -governance under the heading “Cybersecurity Program Policy Statement.” Further information on our cybersecurity risk -management strategy and the role of our Board and management in cybersecurity matters can be found in “Corporate Governance — The Board’s Role in Risk Oversight” herein, and Part I, Item 1C, Cybersecurity, of the 2024 Form 10 -K .

Data Privacy Program Policy Statement

We have a global data privacy policy statement applicable to all subsidiaries and business lines. We are committed to conducting our business in line with the right to privacy set forth in the Universal Declaration of Human Rights (Article 12). As such, we are committed to handling personal data responsibly and recognize the privacy rights of persons involved in our business dealings. Our policy provides a mechanism for data subjects to raise concerns about personal data and privacy as well as the right of access to personal information, the right to correct or amend such information and the right to request deletion of such personal information. Further information on this program can be found on our website at www.nmrk.com/corporate -responsibility /corporate -governance under the heading “Data Privacy Program Policy Statement.”

Insider Trading Policy

We have an Insider Trading Policy applicable to transactions by, among others, our directors, officers and employees, in BGC or Newmark securities (“Covered Securities”) and transactions in other companies’ securities, which prohibits trading while in possession of material, non -public information about BGC, Newmark or other companies. Additionally, all trades involving Covered Securities must be disclosed to the Company’s compliance department before such trades are made. The Insider Trading Policy states that it is our policy to comply with all applicable securities and other laws and regulations when engaging in transactions in Covered Securities or the securities of other companies.

Additionally, under the Insider Trading Policy, we have pre -clearance procedures and processes for transactions in Covered Securities by our directors, executive officers, and other designated persons. Under these procedures and processes, such persons’ transactions in Covered Securities are subject to pre -clearance through our legal and compliance department. Persons subject to pre -clearance requirements are also required to receive approval in advance of entering into or modifying any trading plans designed to be compliant with Rule 10b5 -1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Further information can be found on our website at www.nmrk.com/corporate -responsibility /corporate -governance under the heading “Insider Trading Policy.”

Hedging Policy

We have a Hedging Policy with respect to equity securities issued by Newmark. In this regard, we prohibit our directors, officers, and employees, including leased employees, brokers and independent contractors, from purchasing financial instruments (including prepaid variable forward contracts, equity swaps, collars, and exchange funds), or otherwise engaging in transactions that are designed to or have the effect of hedging or offsetting any decrease in the market value of equity securities issued by Newmark held by such persons, except with the explicit approval of our Audit Committee or its designees. For avoidance of doubt, Cantor and its affiliated entities or any securities issued by such entities other than the Company are not covered under the Hedging Policy. Further information can be found on our website at www.nmrk.com/corporate -responsibility /corporate -governance under the heading “Policy Statement on Hedging.”

Additional Corporate Responsibility Information

To learn more about our policies and practices and our continuing efforts related to human capital management, corporate responsibility, sustainability, charitable giving and other matters, please refer to the Corporate Responsibility section of our website at www.nmrk.com/corporate -responsibility /corporate -governance , our most recent Corporate Responsibility Report and to our periodic reports filed under the Exchange Act, for further information. You may also find our Corporate Governance Guidelines, Code of Ethics, the charters of the committees of our Board of Directors, Insider Trading Policy, Hedging Policy, Environmental Policy, information about our charitable initiatives and other Corporate Responsibility policies and practices on our website. The information contained on, or that may be accessed through, our website, is not part of, and is not incorporated into, this Proxy Statement.

STOCKHOLDER ENGAGEMENT

Our Board of Directors and management value the opportunity to engage with our stockholders and gain insight year -round on their views on a broad range of topics, including our strategy, financial performance, executive compensation, corporate governance, human capital management, and environmental and social goals. Our Board of Directors receives reporting on feedback from investors and stockholder voting results. In addition, our management routinely engages with investors at conferences and other forums. We also speak with proxy advisors to discuss, and receive feedback on, our governance practices and executive compensation programs. Feedback from investors informs the Board’s ongoing review of governance and compensation matters.

In recent years, we have also enhanced our engagement strategy through:

• Information available on our website including SEC alerts, more detailed financial and operational disclosures in our investor presentations and supplemental Excel tables;

• Commercial real estate -focused market reports, white papers, and thought leadership; and

• Investor meetings, analyst and investor days, and conferences, including nearly 140 of such interactions with individuals at 65 firms in 2024. We had more than 250 of such interactions with individuals at more than 75 firms during the first nine months of 2025.

In each of the above periods, we reached out to institutions who collectively represented the majority of Newmark shares held by active professional investors. Of those who engaged with us, our interactions with them covered topics including industry and business trends, strategic initiatives and acquisitions, changes to management and key personnel, capital allocation, geographic and business line expansion, our recruitment and retention policies, key drivers of our growth, corporate responsibility and governance matters, board changes and composition, our executive compensation program, and ways to enhance our disclosures. We also periodically engage a third -party research firm to conduct anonymous surveys of our top institutional owners and the broader investment community to solicit candid feedback on these and other issues.

We look forward to further expanding our communication with stockholders and will continue to consider their views and perspectives, as appropriate, in making governance decisions and establishing strategic direction for the Company going forward.

INFORMATION ABOUT OUR EXECUTIVE OFFICERS

Our executive officers are appointed annually by, and serve at the discretion of, our Board. In addition to Mr. Merkel, who serves as Chairman of our Board and our Executive Vice President and Chief Legal Officer, our executive officers, their respective ages and positions, and certain other information with respect to each of them, are as follows:

Barry M. Gosin , 75, has served as our Chief Executive Officer since 1979 and a principal since 1978, and as Chairman of our operating company, Newmark & Co., since February 2025. Mr. Gosin guides our national and global expansion initiatives and oversees all facets of our day -to-day operations. Mr. Gosin spearheaded our merger with BGC in 2011 (see “Certain Relationships and Related Transactions, and Director Independence — Separation, Initial Public Offering, and Spin -Off Separation and Distribution Agreement” for a discussion of our Spin -Off (as defined) from BGC) and has since led our acquisition and hiring efforts and increased our annual revenues by over 12 times since 2011. An active industry and community leader, Mr. Gosin serves as a member of the board of directors of the Partnership for New York City, Trustee of the Citizens Budget Commission, and Trustee of Pace University. Mr. Gosin also serves as a member of the board of directors of Fountain House, a national mental health nonprofit organization. Mr. Gosin is a graduate of Indiana University.

Michael J. Rispoli , 53, has served as our Chief Financial Officer since 2012. As head of the finance and accounting departments, Mr. Rispoli steers our financial activities, with a focus on managing risk and monitoring cash flow. His responsibilities include financial planning and forecasting, accounting, financial reporting, financial due diligence, investor relations, and analysis and integration of acquisitions. Mr. Rispoli also provides services to our operating partnership and subsidiaries. Prior to joining Newmark, Mr. Rispoli was the Chief Financial Officer of Grubb & Ellis from August 2010 to April 2012 and had served in various capacities with such firm since May 2007. Mr. Rispoli served as executive director and corporate controller at Conexant Systems, Inc. from 2000 to 2007. Mr. Rispoli began his career at PricewaterhouseCoopers as manager of business assurance. Mr. Rispoli holds a Bachelor’s degree in accounting from Seton Hall University and is a licensed CPA in the State of New Jersey (inactive).

Luis A. Alvarado , 66, has served as our Chief Operating Officer since April 2025. Mr. Alvarado joined Newmark in 2015 as Executive Vice President and Boston Market Leader. Beginning in 2018, he served as Newmark’s Chief Revenue Officer and East Region Market Leader, positions he held until his appointment as Chief Operating Officer. Prior to his positions at Newmark, from 2008 to 2015, Mr. Alvarado served as President of Cushman & Wakefield’s East Region and also served as a member of Cushman’s Management Committee. Prior to that, Mr. Alvarado was a founding partner of Insight Partners, Inc., a value -add development company, where he served as general partner from 1994 to 2008. Mr. Alvarado was previously employed at The Travelers Insurance Company (“Travelers”) for 10 years and served as Vice President for the Eastern Region Asset Management Group. Mr. Alvarado began his career as a Controller of The Prospect Company, a subsidiary of Travelers. Mr. Alvarado graduated from Central Connecticut State University with a Bachelor’s degree in Accounting.

COMPENSATION DISCUSSION AND ANALYSIS

Background

The following Compensation Discussion and Analysis describes the material elements of our executive compensation program for 2024, including aspects of our executive compensation program which were designed and implemented by the Compensation Committee in January 2025, at which time 2024 year -end compensation decisions with respect to each of our executive officers in office at that time were reviewed and approved.

Our principal executive officer for 2024 was our former Executive Chairman, Mr. Howard W. Lutnick, and our principal financial officer for 2024 was our Chief Financial Officer, Michael J. Rispoli. Our other two executive officers for 2024 were Barry M. Gosin and Stephen M. Merkel.

On February 18, 2025, Mr. Howard W. Lutnick was confirmed by the United States Senate as the 41 st Secretary of Commerce. Following his confirmation, Mr. H. Lutnick stepped down as Chairman of the Board and Executive Chairman of the Company and as principal executive officer, and our Board appointed Mr. Gosin as our principal executive officer and as Chairman of Newmark & Co.

On April 7, 2025, the Board appointed Mr. Alvarado as our Chief Operating Officer. See “— Alvarado Offer Letter” for more information regarding Mr. Alvarado’s compensation arrangements. Mr. Alvarado was not an executive officer for 2024 and is therefore not included in the tables under “Executive Compensation.”

Compensation Philosophy

Our executive compensation program, which is under the direction and control of our Compensation Committee, is designed to integrate compensation with the achievement of our short- and long -term business objectives and to assist it in attracting, motivating and retaining the highest quality executive officers and rewarding them for superior performance. Different components of our executive compensation program are geared to shorter- and longer -term performance, with the unified goal of increasing stockholder value over the long term.

In determining the compensation of our executive officers, our Compensation Committee considers a variety of factors, both qualitative and quantitative, consistent with our overall goals. Our objectives include a program that reflects the retentive effect of the payment of appropriate compensation for each executive officer, the pay practices of the Company’s peer group and other companies, the Company’s financial performance as a whole and the performance of various business lines, including as compared to peer data, and the Company’s and the executives’ success in meeting corporate objectives including attracting and retaining qualified brokers and other professionals, market position, revenue and profitability and other financial criteria, strategic growth and business positioning and objectives for long -term competitive advantage. While many of our brokers and other professionals are paid commissions, the compensation received by our executive officers is not typically specifically tied to mathematical formula -based performance targets except for certain legacy commission -based arrangements relating to Mr. Gosin. Unless compensation is specifically set forth in an applicable employment agreement, the compensation of our executive officers is determined based on a holistic review of all relevant compensation factors by the Compensation Committee with no particular weighting toward any specific metric or other factor. Such compensation factors may also include the ability to respond to extraordinary events and manage the business under changing financial, global, health, environmental and other circumstances.

We also believe that executive compensation should reflect achievement of individual managerial objectives established for specific executive officers at the beginning of the fiscal year as well as reflect specific achievements by such individuals over the course of the year, such as development of specific products or customer relationships or executing or integrating specific acquisitions, dispositions and other strategic arrangements. We further believe that specific significant events led by executives, including acquisitions, dispositions and other strategic arrangements, as well as management activities that create significant value and other significant transactions, should also be given significant weight. We believe that the performance of our executives in managing our Company, and in the provision of services to our operating partnerships and subsidiaries, considered in light of general economic and specific company, industry and competitive conditions, should be the basis for determining their overall compensation. Further, although the vote is advisory and non -binding on the Board, the Compensation Committee considers the results of the “say -on-pay ” vote alongside other considerations and data in reviewing our executive compensation programs.

In designing and implementing our executive compensation program, our Compensation Committee considers our operating and financial objectives, including our risk profile, and the effect that our executive compensation decisions will have on encouraging our executive officers to take an appropriate level of business, operational and market risk consistent with our overall goal of enhancing long -term stockholder value. In particular, the Committee considers those risks identified in our risk factors, among others, and the known trends and uncertainties identified in our public filings and considers how our executive compensation program serves to achieve its operating, financial and other strategic objectives while at the same time mitigating any incentives for executive officers to engage in excessive risk -taking to achieve short -term results that may not be sustainable in the long term. Although reviewed by the Compensation Committee, our policy is generally that the compensation of our executive officers should not be based on the short -term performance of our Class A common stock, whether favorable or unfavorable, since we believe that the price of our Class A common stock will, in the long term, reflect our overall performance and, ultimately, our management by our executives. Long -term stock performance is reflected in executive compensation through the grant of various equity and partnership awards as described below.

Our Compensation Committee is aware that certain of our current and former executive officers, including Messrs. H. Lutnick and Merkel, may also receive compensation from our affiliates, including Cantor and BGC, for services rendered to each of them, but the Committee generally does not specifically review the nature or amount of such compensation. In 2024, Messrs. H. Lutnick and Merkel spent approximately 33% and 30% of their working time, respectively, on our matters. Mr. Merkel expects to spend approximately 30% of his working time on our matters in 2025. Our other current executive officers expect to spend 100% of their time working on our matters in 2025. These percentages may vary during 2025 depending on business developments at BGC, Newmark, Cantor or any of our or Cantor’s affiliates.

Overview of Compensation and Processes

For 2024, executive compensation was composed of the following principal components: (i) a base salary, which is designed to retain talented executive officers and contribute to motivating and rewarding individual performance; (ii) an incentive bonus award that is intended to tie financial rewards to the achievement of the Company’s short- or longer -term performance objectives; and (iii) an incentive program that is designed to promote the achievement of short- and long -term performance goals and to align the long -term interests of executive officers with those of stockholders through the grant of awards. In all cases, performance objectives and goals relate to the performance of the Company and our executives at the Company and in the provision of services to our operating partnerships and subsidiaries.

From time to time, we may also restructure the existing partnership, equity and compensation arrangements of our executive officers. We may also adopt various policies or take actions related to or in addition to such restructurings, including with respect to the grant of exchange rights, other monetization of awards, and the acceleration of the lapse of restrictions on restricted stock. We may also issue potential extraordinary grants to executive officers which may or may not be based on prior results or other performance measures, including stock price increase or other measures to be specified.

From time to time, we have also used employment agreements, change of control agreements, retention agreements, and other arrangements, including some with specified target or guaranteed bonus components, and extraordinary bonuses to attract, motivate and retain talented executives. Any such arrangements with the executive officers currently in effect are summarized under “Executive Compensation — Change of Control Agreements” and “Executive Compensation — Employment Agreements.”

Our Compensation Committee, with assistance where appropriate of special project committees and advisors, approves, and recommends to our Board of Directors that it approve the salaries, bonuses and other compensation of our executive officers. In addition, the Committee approves grants to executive officers under and otherwise administers our Incentive Plan, our Equity Plan and our Participation Plan.

From time to time, the Compensation Committee has engaged a compensation consultant in connection with its compensation decisions. With respect to 2024 compensation, Korn Ferry (the “Compensation Advisor”) advised the Committee. The Committee retained the Compensation Advisor to provide surveys, information, and other assistance with respect to pay practices and compensation levels at the Company’s peer group and other companies, and the Committee discussed with the Compensation Advisor all compensation arrangements for 2024. For 2024, the Committee and the Compensation Advisor also reviewed additional pay for performance considerations and metrics

and other measures including financial measures calculated in accordance with U.S. generally accepted accounting principles (“GAAP”) and non -GAAP financial results, our total consolidated revenue, fee revenue, and share price change, our relative performance versus our peers in individual business lines including leasing, capital markets fees, fees from management services, servicing and other, non -U .S. revenues, our market share in government -sponsored enterprise (“GSE”) origination and mortgage brokerage and debt placement, our development of strategic customer relationships, catalyst transactions, acquisitions, and strategy and management responsibility, challenges and risk management, international expansion and other specific line items and measures in order to review performance and consider compensation awards. The Committee reviewed the Company’s total revenues as a key performance measure for 2024. The Committee and the Compensation Advisor reviewed additional performance metrics and goals for 2024, including strategic hires or retention of key employees in competitive market conditions, the market penetration of the Company’s products and businesses in new geographies or markets, and they considered various discretionary factors. The Committee reviewed this data with no particular weighting toward any specific metric or other factor. While the Committee does take into consideration peer data and percentiles, the Committee does not attempt to benchmark executive compensation against any level, range, or percentile of compensation paid at any other companies, does not apply any specific measures of internal or external pay equity in reaching its conclusions, and does not employ tally sheets, wealth accumulation, or similar tools in its analysis.

The Compensation Committee considered whether the Compensation Advisor had any conflicts of interest in advising the Committee. The Committee considered whether the Compensation Advisor had been providing services of any other nature to the Company; the amount of fees received from the Company by the Compensation Advisor; the policies and procedures adopted by the Compensation Advisor that have been designed to prevent conflicts of interest; whether any business or personal relationships existed between the consultants employed by the Compensation Advisor who worked on Company matters and any member of the Committee; whether any business or personal relationship existed between such consultants and any of our executive officers; and whether the Compensation Advisor or such consultants hold any of our Class A common stock. The Compensation Advisor also provides services to the compensation committee of the board of directors of BGC. Upon evaluating such considerations, the Committee found no conflicts of interest in the Compensation Advisor advising the Committee.

In attempting to strike an appropriate balance, our Compensation Committee seeks to provide executive officers with an appropriately diversified mix of fixed and variable cash and non -cash compensation opportunities, time -based and performance -based awards, and short- and long -term incentives. In particular, our performance -based bonuses under our Incentive Plan focus on a mix of Company -wide and product -specific operating and financial metrics, in some cases based upon our absolute performance and in other cases based upon our performance relative to our peer group or other companies. In addition, the Incentive Plan award opportunities provide for the exercise of discretion by the Committee in light of individual and corporate performance. Further, the Committee retains the discretion to pay out any amounts finally awarded under the Incentive Plan in equity or partnership awards, rather than cash, and to include restrictions on vesting, resale and forfeiture in any such equity or partnership awards.

Our policy for allocating between currently paid short- and long -term compensation is designed to ensure adequate base compensation to attract and retain talented executive officers, while providing incentives to maximize long -term value for our Company and our stockholders. Cash compensation is provided in the form of base salary to meet competitive salary norms and reward superior performance on an annual basis, and in the form of bonuses and awards for achievement of specific short -term goals or in the discretion of the Compensation Committee. Equity and partnership awards reward superior performance with regards to specific objectives and long -term strategic goals and assist in retaining executive officers and aligning their interests with those of our Company and our stockholders. From time to time, we may provide additional equity or partnership awards on a periodic basis to reward superior performance, which awards may provide further long -term retention incentives.

Base salaries for the following year are generally set for our executive officers at year -end meetings of the Compensation Committee or in the early part of the applicable year. At these meetings, the Compensation Committee also approves incentive bonuses under the Incentive Plan for the prior year and any discretionary bonuses and grants of equity and partnership awards under our Equity Plan and the Participation Plan to our executive officers for the prior year.

We provide long -term incentives to our executive officers through the grants of limited partnership units under the Participation Plan and exchange rights or cash settlement awards in connection with such partnership units and restricted stock and other equity grants under the Equity Plan. In addition, executive officers may receive a portion of their Incentive Plan bonuses in equity or partnership awards, rather than cash, with the number of awards determined by reference to the market price of a share of our Class A common stock on the date that the award is granted or such other date that awards to executive officers are made. Grants under our Equity Plan and our Participation Plan generally have vesting provisions that are time -based , rather than performance -based , although both plans are flexible enough to provide for performance -based vesting provisions.

For compensation for fiscal year 2024 and historically in prior years, at or around the year -end or first quarter Compensation Committee meetings, Mr. H. Lutnick, in his now -former role as Executive Chairman, made compensation recommendations to the Committee with respect to the other executive officers. Such executive officers were not present at the time of these deliberations. The Committee has historically deliberated on compensation decisions with respect to all executive officers other than Mr. H. Lutnick in the presence of Mr. H. Lutnick, and separately in executive sessions with the Compensation Advisor as to all executive officers, including Mr. H. Lutnick, outside of the presence of Mr. H. Lutnick. With respect to the determination of compensation for executive officers, including historically for Mr. H. Lutnick, the Committee reviewed information from Mr. H. Lutnick as it deemed necessary or appropriate, and the input from the Compensation Advisor, but ultimately the Committee made the sole determination of the compensation of all of our executive officers, including that of Mr. H. Lutnick during the periods where he served as an executive officer.

Going forward, we expect that Mr. Gosin will make compensation recommendations with respect to the executive officers for the Compensation Committee’s consideration, and the Compensation Committee will continue to maintain its process of deliberation and make the sole determination of the compensation of our executive officers.

During the first half of each fiscal year, the practice of our Compensation Committee is to establish annual incentive performance goals and guidelines for all executive officers under the Incentive Plan, with the Committee retaining discretion to determine any bonuses earned at or after the end of the year. All executive officers in office at that time are eligible to participate in the Incentive Plan. In all cases, such performance goals relate to the performance of the Company and of our executive officers at the Company and in the provision of services to our operating partnership and subsidiaries.

Timing of Awards

Equity and partnership awards to executive officers that are in payment of the Incentive Plan or discretionary bonuses are typically granted annually in conjunction with the Compensation Committee’s review of Company performance and individual performance of executive officers, although interim grants may be considered and approved from time to time. The Committee’s annual review generally takes place at year -end meetings, which are generally held in the first quarter of each year, although the reviews may be held at any time and from time to time throughout the year. Grants to executive officers may be made on a mid -year or other basis in the event of business developments, changing compensation requirements or other factors, in the discretion of the Committee.

Our policy in recent years has generally been to award year -end grants to executive officer recipients by the end of the calendar year or in or shortly after the first quarter thereafter, with grants to non -executive employees occurring closer to the end of the first quarter of the following year. Grants, if any, to newly hired employees are generally effective on the first day of the quarter following the employee’s first day of employment. In addition, from time to time the Company may offer compensation enhancements or modifications to employees that it does not offer to its executive officers.

The exercise price of all exercisable equity -based compensation is set at the closing price of our Class A common stock on the Nasdaq Global Select Market on the date of grant. With respect to limited partnership units and other equity or partnership awards, grants may be made based on a dollar value, with the number of units or shares determined by reference to the market price of our Class A common stock on the date of grant and other factors such as the number of outstanding units intended to receive exchange rights or distribution -earning rights.

Equity Plan and Participation Plan Awards

It is the Compensation Committee’s general policy to award restricted stock, exchange rights, awards that are repurchased for cash, which we refer to as “cash settlement awards,” and other equity or partnership awards to executive officers in order to align their interests with those of our long -term investors and to help attract and retain qualified individuals. Our Equity Plan permits the Committee to grant restricted stock, stock options, stock appreciation rights, deferred stock such as RSUs, bonus stock, performance awards, dividend equivalents and other stock -based awards, including to provide exchange rights for shares of our Class A common stock and cash settlement awards relating to Newmark Holdings limited partnership units.

Our Participation Plan provides for the grant or sale of Newmark Holdings limited partnership units. The total number of Newmark Holdings limited partnership units issuable under the Participation Plan will be determined from time to time by our Board of Directors, provided that exchange rights or cash settlement awards relating to units may only be granted pursuant to other stock -based awards granted under our Equity Plan. Partnership units in Newmark Holdings (other than NPSUs (as described below)) are entitled to participate in preferred or quarterly partnership distributions from Newmark Holdings and (other than Preferred Units (as defined below) and NPSUs) are eligible to be made exchangeable for shares of our Class A common stock. We view these incentives as an effective tool in motivating, rewarding and retaining our executive officers.

Our Compensation Committee retains the right to grant a combination of forms of such awards under our Equity Plan and our Participation Plan to executive officers as it considers appropriate or to differentiate among executive officers with respect to different types of awards; however, the Committee has granted joint authority to Messrs. Gosin and Rispoli, our Chief Executive Officer and Chief Financial Officer, to grant awards to non -executive officer employees of the Company under the Equity Plan and Participation Plan and to establish sub -plans for such persons. In addition, our executive officers and other employees may also be offered the opportunity to purchase limited partnership units.

Discretionary and Retentive Partnership Opportunities

To incentivize executive officers and hold them accountable to stockholders, our Compensation Committee uses a variety of highly retentive partnership units issued under the Participation Plan. These partnership awards are granted as a tax -efficient , strongly retentive, and risk -appropriate means to align the interests of the executive officers with those of our long -term stockholders. For executive officers, these grants may include NPSUs, PSUs, and PPSUs, each as described below. The Committee believes that the features of the units, coupled with the discretion of the Committee to grant the right to partnership distributions, exchangeability into shares of Class A common stock of Newmark, and various liquidity opportunities, create a best -in-class form of incentive award for our executives. Until such units are made exchangeable into shares of Class A common stock or exchanged for cash or, in some cases, made exchangeable into another partnership unit with a capital account such as an HDU, at the discretion of the Committee, these units are generally forfeitable for any reason, subject to certain exceptions.

We believe this structure incentivizes performance. These partnership units may be redeemed for zero by the Committee at its discretion while in non -exchangeable form. Traditionally, the Committee generally has not granted options and equity -based awards such as RSUs to executives and emphasized instead these flexible and retentive limited partnership units. The Committee has granted NPSUs, along with PSUs, and HDUs, provided as long -term incentives to executive officers, which awards may receive discretionary grants of exchange rights and be coupled with cash settlement awards. The Committee may consider RSUs and options, as well as partnership units and other forms of compensation, in future grants.

NPSUs have no value for accounting or other purposes at the time of grant, do not participate in quarterly partnership distributions, are not allocated any items of profit or loss and may not be made exchangeable into shares of Class A common stock. NPSUs are non -exchangeable until replaced with a different unit. Grants of NPSU awards are highly discretionary and provide additional flexibility for the Compensation Committee to determine the timing and circumstances of replacing such units with units that earn partnership distributions and any rights to exchange such units for shares of Class A common stock or cash. NPSUs have generally been granted to our executives in the event of business developments, changing compensation requirements or other factors, or in connection with execution of long -term employment arrangements.

From time to time, our Compensation Committee may choose to replace an NPSU with a non -exchangeable PSU or HDU. NPSUs are subject to adjustment at the time of conversion into PSUs based on the then -applicable exchange ratio (as described herein). A non -exchangeable PSU may also be replaced with a non -exchangeable HDU. A non -exchangeable PSU that has been granted the right to convert into a non -exchangeable HDU is referred to as a “PSU -H ,” and a non -exchangeable PPSU that has been granted the right to be converted into cash upon conversion of the underlying PSU -H into an HDU is referred to as a “PPSU -H .” PSUs participate in quarterly partnership distributions, but otherwise generally have no value for accounting purposes and are not exchangeable into shares of Class A common stock until such exchange rights are granted by the Committee. HDUs have a stated capital account and are valued based upon such capital account which is initially based on the closing trading price of Class A common stock at the time the HDU right is granted. HDUs participate in quarterly partnership distributions and are not exchangeable into shares of Class A common stock unless such exchange rights are granted by the Committee.

Executive officers may also receive PPSUs. These units are preferred limited partnership units that may be awarded to holders of, or contemporaneously with the grant of, PSUs. PPSUs are entitled to a preferred distribution of net profits of Newmark Holdings, but otherwise are not entitled to participate in quarterly distributions. PPSUs cannot be made exchangeable into shares of Class A common stock, and can only be exchanged for cash, at the determination price on the date of grant, in connection with an exchange of the related PSUs or HDUs, and therefore are not included in our fully diluted share count. The ratio of the grant of PPSUs to traditional units (e.g., PSUs) is expected to approximate the compensatory tax rate applicable in the relevant country jurisdiction of the partner recipient. The determination price used to exchange PPSUs for cash is determined by the Compensation Committee on the date of the grant of such unit and is based on a closing trading price of Class A common stock identified by the Committee on such date.

Over time, as compensation goals are met and our executives are awarded other incentives, the Compensation Committee may choose, in its sole discretion, to grant an exchange right with respect to a PSU, held by an executive, thereby creating a potential liquidity event for the executive and creating a value for accounting purposes. The life cycle of these units, as they may evolve from NPSUs to shares of Class A common stock, provides the Committee and the Board of Directors with superior opportunities to retain and incentivize executives and employees in a tax -efficient and discretionary manner.

Until non -exchangeable units are made exchangeable into a share of Class A common stock or exchanged for cash at the discretion of the Committee, they are generally forfeitable for any reason, subject to certain exceptions. We believe this incentivizes performance and helps align the interests of our executives with those of our investors.

Tax and Accounting Treatment

Our management and Compensation Committee recognize that we are subject to certain Financial Accounting Standards Board and SEC guidance on share -based awards and other accounting charges with respect to compensation of the executive officers and other employees. However, management and the Committee do not believe that these accounting charges should necessarily determine the appropriate types and levels of compensation to be made available. Where material to the Committee’s decisions, these accounting charges will be described in our compensation discussion and analysis, compensation tables and related narratives.

Our Compensation Committee may grant equity and partnership awards to executive officers in a variety of ways under the Equity Plan and the Participation Plan, including restricted stock, RSUs, exchange rights, cash settlement awards, options, and other equity grants under the Equity Plan and non -exchangeable limited partnership unit awards under the Participation Plan. Grants of such awards may have different accounting treatments and may be reported differently in the compensation tables and related narratives depending upon the type of award granted and how and when it is granted. All such charges are recorded under GAAP in the Company’s condensed consolidated statements of operations as part of “Equity -based compensation and allocations of net income to limited partnership units and FPUs.”

Certain limited partnership units held by Newmark employees entitle the holders to receive post -termination cash payments equal to the notional amount of the units. These limited partnership units are accounted for as post -termination liability awards under GAAP, which requires that Newmark record an expense for such awards based on the change in value at each reporting period. The liability for limited partnership units with a post -termination payout is included in “Other long -term liabilities” on our consolidated balance sheets. A GAAP

compensation charge is also recorded on limited partnership units if and when (i) an exchange right is granted to such units to acquire shares of Class A common stock, or (ii) when an offsetting number of shares of Class A common stock are issued in connection with the redemption of non -exchangeable limited partnership units. Such charges are based on the market price of a share of Class A common stock on the date on which the exchange right is granted or the unit is redeemed, regardless of when such actions occur. Additionally, when an employee exchanges limited partnership units for a share of Class A common stock, a statutory tax deduction is generally allowed (including for U.S. federal income tax purposes) equal to the fair market value of a share of our Class A common stock on the date of the exchange. The date of the actual exchange and the related statutory tax deduction may occur in a fiscal period subsequent to when any relevant GAAP charges were recorded.

If shares of restricted stock granted are not subject to continued employment or service with us or any of our affiliates or subsidiaries, even if they are subject to compliance with our customary non -compete obligations, the grant -date fair value of the restricted stock will be expensed under GAAP on the date of grant.

Furthermore, for equity -based awards with a stated vesting schedule that are not subject to post -termination payments (which for Newmark generally means RSUs) equity -based compensation expense is recognized under GAAP during the relevant period based on the value of the portion of equity -based awards that are ultimately expected to vest. The grant -date fair value of such equity -based awards is amortized ratably over the awards’ vesting periods. In addition, forfeitures of RSUs are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. In cases where actual forfeitures change original forfeiture assumptions, then an adjustment to previously recognized compensation charges and the related deferred tax asset will be recorded under GAAP. A statutory tax deduction is generally allowed (including for U.S. federal income tax purposes) on RSUs and restricted stock when the vesting occurs. The tax deduction for RSUs and restricted stock generally is measured as the restrictions lapse (i.e., as the employee vests in the award). At that time, the Company will determine if there is any excess tax benefit or deficiency by reference to the current stock price in relation to the grant date fair value.

For more information on Newmark’s equity -based compensation charges under GAAP, see “Note 26. Compensation” and “Note 27. Compensation” in the notes to the consolidated financial statements included in Part I, Item 1 of the Company’s Quarterly Report on Form 10 -Q for the quarter ended September 30, 2025 and in Part II, Item 8 of the 2024 Form 10 -K , respectively.

Compensation Recovery/Clawback Policy and Forfeiture and Recoupment

Clawback Policy

The Company adopted the Clawback Policy for its executive officers effective as of December 1, 2023, with retroactive applicability to October 2, 2023. The Clawback Policy applies to Incentive -Based Compensation. The Clawback Policy provides for recovery of Incentive -Based Compensation received by a covered person in the event of an accounting restatement due to material noncompliance with financial reporting requirements that is in excess of the Incentive -Based Compensation that such person would have received based upon the restated financial reporting measure. The Clawback Policy applies to Incentive -Based Compensation and not to compensation that is purely discretionary or based on subjective goals or goals unrelated to financial reporting measures.

Forfeiture and Recoupment

The partnership units issued to our executive officers, certain of which, such as PSUs or NPSUs, may be redeemed for zero at any time by the Compensation Committee, as well as partnership obligations under the Newmark Holdings limited partnership agreement, are retentive and provide broad discretion and significant clawback power to the Compensation Committee.

Further, our policy is to provide much of our compensation through highly retentive partnership units or other equity with strong vesting mechanisms. Accordingly, we do not require additional share ownership or hold -through-retirement thresholds. However, our executive officers currently hold much of their personal net worth in a combination of deferred compensation, including non -exchangeable and exchangeable limited partnership units and RSUs. Messrs. Gosin, Merkel, Rispoli and Alvarado hold limited partnership units in Newmark Holdings. Messrs. Rispoli and Alvarado also hold RSUs in Newmark.

2024 Compensation Actions Taken by the Compensation Committee

The compensation approved by our Compensation Committee and paid to our executive officers for 2024 is described in full in our Summary Compensation Table herein and the footnotes thereto. Below are descriptions of the various considerations and actions taken by our Compensation Committee for the determination of year -end compensation for our executive officers.

Consideration of Peer Data for 2024 and Other Factors

As part of its compensation process, in addition to qualitative and strategic factors, the Compensation Committee considered various peer, financial and market metrics by reviewing the latest public financial information available at the time compared with the disclosed growth rates for these same metrics at our full -service listed peers. These peers were CBRE Group, Inc., Colliers International Group Inc., Jones Lang LaSalle Incorporated, Cushman & Wakefield plc, and Savills plc for available data. The metrics included total consolidated revenue, fee revenue, share price change, and other financial measures including changes in GAAP and non -GAAP earnings metrics. The Committee also reviewed our relative performance versus these peers in individual business lines including leasing, capital markets fees, fees from management services, servicing and other, and non -U .S. revenues, as well as our market share in GSE origination and mortgage brokerage and debt placement. The Committee noted that Newmark outpaced the average for industry peers in terms of our growth in fees from management services, servicing, and other, capital markets fees, non -U .S. revenue, fee revenue, and total revenues, while the Company volumes in GSE origination, mortgage brokerage and debt placement outperformed relevant industry volumes over the time periods presented.

Performance data, including both financial and market data, is often reviewed by the Committee as presented by management and by the Compensation Advisor. As part of its compensation process, the Committee reviewed this data broadly and as part of its mix of factors, with no particular weighting toward any specific metric or other factor. Further, as discussed under “— Overview of Compensation and Processes,” while we use market data from peer companies as a reference point for evaluating our executive compensation program among other qualitative and quantitative factors, we do not benchmark against any specific compensation level or metric.

Base Salary

Our executive officers receive base salaries or similar cash payments intended to reflect their skills, expertise and responsibilities. Subject to any applicable employment or other agreements, such payments and subsequent adjustments, if any, are reviewed and approved by the Compensation Committee annually, based on a variety of factors, which may include, from time to time, a review of relevant salaries of executives at our peer group of companies and others, and each executive officer’s individual performance for the prior year, including such executive officer’s experience and responsibilities.

We generally establish base pay at levels comparable to our peer group and other companies which employ similarly skilled personnel, including CBRE Group, Inc., Colliers International Group, Inc., Compass, Inc., Cushman & Wakefield plc, FirstService Corporation, Jones Lang LaSalle Incorporated, Marcus & Millichap Inc., Opendoor Technologies Inc., RE/MAX Holdings, Inc., Savills plc, and Zillow Group, Inc. While we determine these levels by reviewing publicly available information with respect to our peer group of companies and others, we generally do not expect to engage in benchmarking.

Base Salaries for 2024

Annual base salary rates for 2024 were established in March 2024 by our Compensation Committee with respect to each of our executive officers, based on their continuing qualifications, experience and responsibilities. The base salary rate for 2024 was continued at $1,000,000 for Mr. H. Lutnick and for Mr. Gosin in accordance with the terms of his employment agreement. The base salary rate for Mr. Rispoli for 2024 was continued at $850,000, and the base salary rate for Mr. Merkel for 2024 was continued at $500,000.

Base Salaries for 2025

Annual base salary rates for 2025 were established in January 2025 by our Compensation Committee with respect to each of our executive officers in office at that time, based on their continuing qualifications, experience and responsibilities. The base salary rate for 2025 was continued at $1,000,000 for each of Messrs. H. Lutnick and Gosin. The base salary rate for Mr. Rispoli for 2025 was continued at $850,000, and the base salary rate for Mr. Merkel for 2025 was continued at $500,000. The base salary rate for Mr. Alvarado for 2025 was established in April 2025 by our Compensation Committee and was $1,000,000.

Incentive Plan Awards

We generally intend to award performance -based compensation in the form of bonuses to our executive officers, including pursuant to the Incentive Plan. The Compensation Committee believes that such performance -based compensation appropriately aligns the interests of our executive officers with the interests of our stockholders.

With respect to each performance period, our Compensation Committee specifies the applicable performance criteria and targets to be used under the Incentive Plan for that performance period. These performance criteria, which may vary from participant to participant, will be determined by the Committee and may be based upon one or more of the following financial performance measures and may be expressed on an absolute and/or relative basis and on a GAAP or non -GAAP basis:

• pre -tax or after -tax net income;

• pre -tax or after -tax operating income;

• total or gross revenues or similar items;

• profit, earnings or other margins;

• stock price, dividends and/or total stockholder return;

• EBITDA measures;

• cash flow(s);

• market share;

• pre -tax or after -tax earnings per share;

• pre -tax or after -tax operating earnings per share;

• expenses;

• return on investment or equity;

• environmental, social, governance or similar criteria; or

• strategic business criteria, consisting of one or more objectives based on meeting specified revenue, market penetration, or geographic business expansion goals, cost targets, goals relating to acquisitions, strategic hires, dispositions or divestitures, or any combination thereof.

The actual Incentive Plan bonus paid to any given participant at the end of a performance period is based upon the extent to which the applicable performance goals for such performance period are achieved, subject to the exercise of discretion by the Compensation Committee based on such other factors as the Compensation Committee determines, and may be paid in cash or in equity or partnership awards. These awards also serve as incentives for future performance and retention.

In addition, from time to time, our Compensation Committee may provide for target or guaranteed bonuses in employment or other agreements in order to attract and retain talented executives, or may grant ad hoc discretionary bonuses when an executive officer is not eligible to participate in the Incentive Plan award opportunities for that performance period or when it otherwise considers such bonuses to be appropriate. Such bonuses may also be paid in cash or in equity or partnership awards.

Incentive Plan Bonus Goals for 2024

In the first quarter of 2024, our Compensation Committee determined that Messrs. H. Lutnick, Gosin, Rispoli and Merkel, our executive officers for 2024, would be participating executives for 2024 in our Incentive Plan.

For 2024, the Compensation Committee established performance criteria for all executive officers and determined that each individual would be eligible for the opportunity to be paid a bonus equal to the maximum value allowed for each individual pursuant to the terms of the Incentive Plan (i.e., $25 million) provided that (i) the Company achieved operating profits or Adjusted Earnings annually for 2024, as calculated on substantially the same basis as in the Company’s earnings release for the fiscal year ended December 31, 2023, (ii) the Company achieved improvement or percentage growth in gross revenue or total or net transaction volumes for any product for 2024 as compared to 2023 over any of its peer group members or other industry measures, as reported in the Company’s earnings release for the fiscal year ended December 31, 2024, in each case calculated on substantially the same basis as in the Company’s 2023 earnings release and compared to the most recently available peer group information or other industry measures, (iii) the Company increased its market penetration for any product or business into any new market or geography in 2024 as compared to 2023, (iv) the Company achieved the successful execution in 2024 of any material, significant, accretive, or strategic acquisition, entry into any joint venture, or disposition of any business or asset, (v) the Company achieved in 2024 the strategic hire or retention of key personnel in competitive market conditions, or (vi) the Company achieved in 2024 other strategic or significant performance as recognized by the Compensation Committee in its sole discretion (collectively, the “Performance Goals”).

The Compensation Committee determined that the payment of any such amount may be in the form of cash, shares of Class A common stock, limited partnership units, or other equity or partnership awards permitted under the Equity Plan, the Participation Plan or otherwise. The Compensation Committee retained the right to reduce, in its sole and absolute discretion, the amount of any Incentive Plan bonus payment based upon any factors it determines, including whether and the extent to which the Performance Goals or any other corporate, as well as individual, performance objectives had been achieved.

Incentive Plan Bonuses Awarded for 2024

On January 13, 2025, having determined that the Performance Goals established in the first quarter of 2024 had been met for 2024, our Compensation Committee made awards to the participating executive officers for 2024 under our Incentive Plan. The awards were granted using a stock price of $11.93 on January 13, 2025, as adjusted by the 0.9257 exchange ratio in effect as of such date, resulting in a per Newmark Holdings unit price of $11.04, and provided a combination of short- and long -term incentives that align the Company’s financial performance with its executive compensation. In addition to short -term cash compensation awarded to the participating executives, the Committee awarded significant portions of the 2024 Incentive Plan awards to Mr. H. Lutnick in the form of shares of our Class A common stock and to Mr. Merkel in the form of long -term partnership units. These units are eligible for partnership distributions, if any, in a given period, which are tied to the Company’s current and future earnings and may rise and fall with the Company’s results and market conditions in a given period. The partnership unit awards, however, are issued as non -exchangeable , and the non -Preferred Unit awards may be made exchangeable into the Company’s Class A common stock at a future time, at the Committee’s discretion, thus incentivizing future performance by aligning it with the Company’s stock price. All of such 2024 partnership awards are forfeitable in the event that any such executive were to leave the Company and compete or otherwise violate applicable partnership obligations. By choosing to pay a portion of Mr. Merkel’s Incentive Plan awards in partnership units, the Compensation Committee expects to incentivize him with respect to future performance and encourage ongoing contributions to management, our results and our existing and future businesses in a similar manner to how Messrs. Gosin and Rispoli are incentivized by the partnership unit and RSU awards, respectively, that they have received under their respective employment agreements.

In making its bonus determinations for 2024, our Compensation Committee considered various qualitative and quantitative compensation factors, including the Performance Goals, the retentive effect of the payment of appropriate compensation for each executive officer, and the Company’s financial performance as a whole and the performance of various business lines, including as compared to peer data. The impact of any of these measures during 2024 or beyond may materially impact the value of current and previous partnership and equity awards, thus aligning the interests of the executive officers with those of our stockholders. The Compensation Committee also considered the pay practices of the Company’s peer group and other companies, including a compensation survey prepared by, and advice from, the Compensation Advisor. The Compensation Committee also reviewed data provided by the Compensation Advisor relating to compensation and monetization of other executives departing public companies for public service. The specific Incentive Plan awards to our executive officers were as follows:

• Mr. Howard W. Lutnick’s aggregate bonus of $9,000,000 for 2024 was paid $4,000,000 in current cash compensation and $5,000,000 in the form of 419,112 shares of the Company’s Class A common stock, based upon the closing price on January 13, 2025 of $11.93, less applicable taxes and withholdings, which resulted in the delivery of 186,732 shares of the Company’s Class A common stock. The aggregate value of the bonus for Mr. H. Lutnick remained the same as his bonus with respect to calendar year 2023. In exercising its discretion regarding the amount and form of this award, the Committee focused on Mr. H. Lutnick’s leadership efforts and strategic guidance in 2024 as well as Mr. H. Lutnick’s historical leadership of the Company and strategic vision for its development. In addition to this award, the Committee granted Mr. H. Lutnick 1,148,970 exchange rights with respect to 1,148,970 previously awarded PSUs that were previously non -exchangeable . See “— Transactions with and Modifications of Awards to Executive Officers — Vesting, Replacement and Exchange Right Grants in 2025” below.

• Mr. Rispoli’s bonus of $600,000 for 2024 was paid in current cash compensation. The bonus for Mr. Rispoli is $100,000 higher than what Mr. Rispoli was awarded with respect to calendar year 2023. In exercising its discretion regarding the amount and form of this award, the Compensation Committee noted Mr. Rispoli’s leadership and efforts in 2024 as well as his contribution to the Company’s ongoing financial strategy, treasury and other financial matters, and the Company’s improved performance in 2024. In addition to his Incentive Plan award, Mr. Rispoli received a portion of his previously awarded RSU award which vested as provided for in his employment agreement. See “Executive Compensation — Employment Agreements — Rispoli Employment Agreement” for more information on the vesting schedule of these RSUs.

• Mr. Merkel’s aggregate bonus of $1,150,000 for 2024 was paid $737,500 in current cash compensation and $412,500 in a long -term partnership award represented by 18,682 non -exchangeable PSUs and 18,682 non -exchangeable PPSUs with a determination price of $11.04 per unit. The aggregate value of the bonus for Mr. Merkel was $150,000 higher than his bonus with respect to calendar year 2023. In exercising its discretion regarding the amount and form of this award, the Compensation Committee noted Mr. Merkel’s guidance on regulatory and other matters, advice for developing businesses and overall leadership on business, legal and regulatory matters during the year, as well as his additional expected management responsibilities before and after Mr. H. Lutnick’s departure.

Incentive Plan Bonus Goals for 2025

In April 2025, the Compensation Committee determined that Messrs. Gosin, Merkel, Rispoli and Alvarado, our current executive officers, would be participating executives for 2025 in the Incentive Plan. For 2025, the Committee established performance criteria for all executive officers and determined that each individual would be eligible for the opportunity to be paid a bonus in accordance with the terms of the Incentive Plan; provided that (i) the Company achieves operating profits or Adjusted Earnings annually for 2025, as calculated on substantially the same basis as in the Company’s earnings release for the fiscal year ended December 31, 2024, (ii) the Company achieves improvement or percentage growth in gross revenue or total or net transaction volumes for any product for 2025 as compared to 2024 over any of its peer group members or other industry measures, as reported in the Company’s earnings release for the fiscal year ended December 31, 2025, in each case calculated on substantially the same basis as in the Company’s 2024 earnings release and compared to the most recently available peer group information or other industry measures, (iii) the Company increases its market penetration for any product or business into any new market or geography in 2025 as compared to 2024, (iv) the Company increases its revenue for any product or business so as to achieve greater diversification of its existing businesses in 2025 as compared to

2024, (v) the Company achieves the successful execution in 2025 of any material, significant, accretive, or strategic acquisition, entry into any joint venture, or disposition of any business or asset, (vi) the Company achieves in 2025 the strategic hire, retention or development of key personnel in competitive market conditions, or (vii) the Company achieves in 2025 other strategic or significant performance as recognized by the Compensation Committee in its sole discretion (collectively, the “2025 Performance Goals”).

The 2025 Performance Goals, in each case, are expected to be reviewed by the Compensation Committee with no particular weighting toward any specific 2025 Performance Goal or other factor and are subject to any appropriate corporate adjustment to reflect stock splits, reverse stock splits, mergers, spin offs or any other extraordinary corporate transactions. As each of the Company’s executive officers also provides services to certain of our operating partnerships and subsidiaries, potential bonuses for 2025 are also on behalf of all such operating partnerships and subsidiaries, as may be applicable.

The Compensation Committee determined that the payment of any such bonus may be in the form of cash, shares of Class A common stock, limited partnership units or other equity or partnership awards permitted under the Equity Plan, the Participation Plan or otherwise. To the extent determined to reflect the portion of an executive officer’s compensation related to services performed for a particular subsidiary, entity or affiliate as noted above, the cost of compensation awarded under any of the Newmark Compensation Plans shall be borne by such operating partnership or entity. The Committee, in its sole and absolute discretion, retains the right to determine the amount of any Incentive Plan bonus payment based upon any factors it determines, including whether and the extent to which the 2025 Performance Goals or any other corporate, as well as individual, performance objectives have been achieved. The Committee further retains discretion to authorize bonuses and other awards to the participating executives regardless of whether or not such bonuses and awards are tax deductible under tax law in effect at the time of such bonuses and awards.

Employment Agreement Awards

Messrs. Gosin’s and Rispoli’s respective employment agreements provided for awards issued at the signing of the employment agreements but attributed by the Compensation Committee to compensation for fiscal years through 2026, but also allow the Compensation Committee to grant additional discretionary annual bonuses, including under the Incentive Plan. See “Executive Compensation — Employment Agreements” below for more information on each respective employment agreement.

2024 Employment Agreement Awards

Mr. Gosin received a $1,500,000 cash bonus award for 2024 pursuant to the terms of his employment agreement. Additionally, in connection with the execution of the 2024 Gosin Employment Agreement (as defined below), the Compensation Committee approved the grant to Mr. Gosin of (i) a one -time cash payment of $5,000,000, and (ii) an award of 1,694,915 NPSUs issued at $11.80, which was the closing price of our Class A common stock on August 7, 2024. Additionally, 1,145,476 of Mr. Gosin’s NPSUs previously awarded under the 2023 Gosin Employment Agreement (as defined below), as adjusted by the then -current exchange ratio of 0.9248, were converted into 1,238,620 non -exchangeable PSUs in August 2024, rather than on their previously scheduled conversion date of December 31, 2024. See “Executive Compensation — Employment Agreements — Gosin Employment Agreements” below for more information on the schedule and criteria for these NPSUs, and those granted pursuant to the 2023 Gosin Employment Agreement, to convert into non -exchangeable PSUs and to receive exchange rights.

2023 Employment Agreement Awards

Mr. Gosin received a $1,500,000 cash bonus award for 2023 pursuant to the terms of, as well as a discretionary $5,000,000 annual cash bonus as provided by, his employment agreement.

Pursuant to the 2023 Gosin Employment Agreement, Mr. Gosin’s 2023 bonus of $1,500,000 was paid in cash compensation. Also pursuant to the 2023 Gosin Employment Agreement, Mr. Gosin received 4,581,902 NPSUs on February 10, 2023, issued at $8.73 per unit (which was the closing price of Newmark’s Class A common stock on February 10, 2023), of which 1,145,475 NPSUs, or $10,000,000 at $8.73 per unit, was attributed by the Compensation Committee to compensation for each of fiscal years 2022, 2023, 2024 and 2025. The NPSUs are non -exchangeable by their terms, but will convert to non -exchangeable PSUs which will then receive exchange rights.

2022 Employment Agreement Awards

Pursuant to the Rispoli Employment Agreement (as defined below), Mr. Rispoli received an aggregate of 750,000 RSUs, which will vest over a seven -year schedule. Of these RSUs, the Compensation Committee attributed 100,000 RSUs to the signing of the Rispoli Employment Agreement, and 150,000 RSUs to compensation for each of fiscal years 2022, 2023, 2024, and 2025, and 50,000 RSUs to compensation for fiscal year 2026. See “Executive Compensation — Employment Agreements — Rispoli Employment Agreement” for more information on the vesting schedule of these RSUs.

Transactions with and Modifications of Awards to Executive Officers

From time to time, the Compensation Committee generally approves monetization of previously issued and outstanding units or the acceleration of the vesting of RSUs or other awards or other repurchase or monetization transactions in order to provide liquidity to the executives, taking into consideration the retentive impact of the remaining awards held by the executives. See below under “— Former Standing Policy for Howard W. Lutnick” for actions relating to Mr. H. Lutnick’s partnership units in connection with the Standing Policy (as defined below).

Vesting, Replacement and Exchange Right Grants in 2025

On February 5, 2025, the Compensation Committee granted Mr. H. Lutnick 1,148,970 exchange rights with respect to 1,148,970 previously awarded PSUs that were previously non -exchangeable . Also on February 5, 2025, in connection with and immediately following the grant of the 1,148,970 exchange rights, Mr. H. Lutnick exercised exchange rights with respect to 2,859,437 PSUs, at the then -current exchange ratio of 0.9279 shares of Class A common stock per Newmark Holdings unit, for 2,653,272 shares of Class A common stock, delivered less 1,343,905 shares withheld by Newmark for taxes at $14.14 per share, in the amount of 1,309,367 net shares.

On March 15, 2025, 42,865 of Mr. Rispoli’s RSUs vested pursuant to the vesting schedule of the RSUs granted under the Rispoli Employment Agreement, delivered less 15,454 shares withheld by Newmark for taxes at $12.40 per share, in the amount of 27,411 net shares.

On May 2, 2025, Mr. Alvarado received exchangeability on 1,219 PSUs and 1,219 PPSUs with an aggregate determination amount of $18,755, in accordance with a monetization schedule approved before Mr. Alvarado became an executive officer of the Company. Also pursuant to this schedule, on July 28, 2025, Mr. Alvarado received exchangeability on 1,220 PSUs and 1220 PPSUs with an aggregate determination amount of $18,755.

On July 29, 2025, the Compensation Committee (i) granted Mr. Merkel 68,302 shares of Class A common stock following the redemption and cancellation of 73,657 of Mr. Merkel’s non -exchangeable PSUs at the then -current exchange ratio of 0.9273 shares of Class A common stock per unit delivered less 13,158 shares withheld by Newmark for taxes at $14.37 per share, in the amount of 55,144 net shares, and (ii) redeemed 73,657 of Mr. Merkel’s non -exchangeable PPSUs for an aggregate determination value of $795,097.47, less taxes.

On October 1, 2025, Mr. Rispoli received exchangeability on 4,378 PSUs and 4,378 PPSUs with an aggregate determination amount of $41,897, in accordance with the previously approved monetization schedule in connection with the signing of the Rispoli Employment Agreement, and 14,285 of Mr. Rispoli’s RSUs vested pursuant to the vesting schedule of the RSUs granted under the Rispoli Employment Agreement, delivered less 7,293 shares withheld by Newmark for taxes at $18.49 per share, in the amount of 6,992 net shares. For more detail regarding the monetization schedule for Mr. Rispoli’s PSUs and PPSUs entered into in connection with the signing of the Rispoli Employment Agreement, see “— Replacement and Exchange Right Grants in 2022.”

Vesting, Replacement and Exchange Right Grants in 2024

On March 15, 2024, 21,438 of Mr. Rispoli’s RSUs vested pursuant to the vesting schedule of the RSUs granted under the Rispoli Employment Agreement, delivered less 9,980 shares withheld by Newmark for taxes at $10.57 per share, in the amount of 11,458 net shares.

On August 13, 2024, 1,145,476 of Mr. Gosin’s NPSUs were converted into 1,238,620 PSUs as adjusted by the then applicable exchange ratio of 0.9248 pursuant to the 2024 Gosin Employment Agreement. On December 31, 2024, Mr. Gosin received exchange rights on 1/7 th of the (i) 1,237,644 PSUs converted on April 1, 2023, and (ii) 1,240,901 PSUs converted on December 31, 2023, resulting in an aggregate of 354,076 exchangeable PSUs.

On September 23, 2024, the Company purchased 795,376 of Mr. Gosin’s previously awarded limited partnership interests at a price per unit of $14.19 (which was $15.34, the closing price of a share of the Company’s Class A common stock on September 23, 2024, multiplied by the then -current exchange ratio of 0.9248).

On October 1, 2024, Mr. Rispoli received exchangeability on 4,378 PSUs and 4,378 PPSUs with an aggregate determination amount of $41,877, in accordance with the previously approved monetization schedule in connection with the signing of the Rispoli Employment Agreement, and 14,285 of Mr. Rispoli’s RSUs vested pursuant to the vesting schedule of the RSUs granted under the Rispoli Employment Agreement, delivered less 7,293 shares withheld by Newmark for taxes at $15.62 per share, in the amount of 6,992 net shares.

Vesting, Replacement and Exchange Right Grants in 2023

On March 30, 2023, (a) 203,186 of Mr. Gosin’s non -exchangeable Newmark Holdings PSUs were redeemed and an aggregate of 189,024 shares of Class A common stock of Newmark were issued, as adjusted by the then applicable exchange ratio of 0.9303, and (b) $3,125,001 associated with Mr. Gosin’s non -exchangeable Newmark Holdings PPSUs was redeemed and used for tax purposes.

In connection with the 2018 year -end compensation cycle, the Compensation Committee approved the issuance of 500,000 Newmark Holdings NPSUs and 500,000 Newmark Holdings NPPSUs with a determination price of $10.05 per unit to Mr. H. Lutnick, effective April 1, 2019. The terms of those awards provided that on or about each April 1 of 2020, 2021, 2022, and 2023, Newmark Holdings would grant an aggregate award of 125,000 non -exchangeable Newmark Holdings PSUs and 125,000 non -exchangeable PPSUs in replacement of 125,000 Newmark Holdings NPSUs and 125,000 Newmark Holdings NPPSUs. Pursuant to this grant, on April 1, 2023, the Company granted Mr. H. Lutnick an aggregate award of 125,000 non -exchangeable PSUs in replacement of the remaining 125,000 NPSUs.

On April 1, 2023, 1,145,494 of Mr. Gosin’s Newmark Holdings NPSUs were converted into 1,237,644 Newmark Holdings PSUs as adjusted by the then applicable exchange ratio of 0.9252 pursuant to the 2023 Gosin Employment Agreement. On December 31, 2023, Mr. Gosin received exchange rights on 1/7 th of the 1,237,644 Newmark Holdings PSUs converted on April 1, 2023, resulting in 176,804 exchangeable Newmark Holdings PSUs.

On October 2, 2023, 14,290 of Mr. Rispoli’s RSUs vested pursuant to the vesting schedule of the RSUs granted under the Rispoli Employment Agreement, delivered less 7,296 shares withheld by Newmark for taxes at $6.43 per share, in the amount of 6,994 net shares. On October 13, 2023, Mr. Rispoli received exchangeability on 6,563 PSUs and 2,194 PPSUs with an aggregate determination value of $21,436, in accordance with the previously approved monetization schedule in connection with the signing of the Rispoli Employment Agreement.

On December 31, 2023, 1,145,494 of Mr. Gosin’s Newmark Holdings NPSUs were converted into 1,240,901 Newmark Holdings PSUs as adjusted by the then applicable exchange ratio of 0.9231 pursuant to the 2023 Gosin Employment Agreement.

Replacement and Exchange Right Grants in 2022

In connection with signing the Rispoli Employment Agreement on September 29, 2022, Mr. Rispoli received immediate exchangeability on 25% of his then currently held 88,079 non -exchangeable PSUs and 87,049 non -exchangeable PPSUs (such 25% totaled 23,560 PPSUs with a value of $283,527 and 20,221 PSUs), and will receive monetization rights on another 25% of such units held as of September 29, 2022, split pro -rata into one -fifth (1/5) increments, on or as soon as practicable after October 1 of each of 2023 -2027 , to the extent such units had not previously been given monetization rights, with each monetization contingent upon Mr. Rispoli performing substantial services exclusively for us or any affiliate, remaining a partner in Newmark Holdings, and complying with the terms of the Rispoli Employment Agreement and any of his obligations to Newmark Holdings, us or any affiliate through such dates.

2021 Lutnick Award

On December 27, 2021, the Compensation Committee approved a one -time bonus award to Mr. H. Lutnick (the “Lutnick Award”), which was evidenced by the execution and delivery of a Retention Bonus Agreement, dated December 28, 2021 (the “Retention Bonus Agreement”), in consideration of his success in managing certain

aspects of the Company’s performance as its principal executive officer and Chairman. The bonus award rewarded Mr. H. Lutnick for his efforts in delivering superior financial results for the Company and its stockholders, including in particular his success in creating substantial value for the Company and its stockholders in connection with creating, structuring, hedging and monetizing the forward share contract to receive over time shares of common stock of Nasdaq held by the Company and the strong balance sheet and significant amount of income created from this. A principal reason for structuring the bonus award with a substantial portion to be paid out over three years was also to further incentivize Mr. H. Lutnick to continue to serve as both the Company’s principal executive officer and its Executive Chairman for the benefit of the Company’s stockholders.

The Retention Bonus Agreement provided for an aggregate cash payment of $50 million, which was paid as follows: $20 million within three days of the date of the Retention Bonus Agreement and $10 million within thirty days following vesting on each of the first, second and third anniversaries of the date of the Retention Bonus Agreement. As of December 31, 2024, all payment obligations under the Retention Bonus Agreement and related to the Lutnick Award have been fully satisfied.

Former Standing Policy for Howard W. Lutnick

In March 2018, our Compensation Committee and Audit Committee approved a standing policy (the “Standing Policy”) that gave Mr. H. Lutnick the same right, subject to certain conditions, to accept or waive opportunities that have previously been offered, or that may be offered in the future, to other executive officers to (i) participate in any opportunity to monetize or otherwise provide liquidity with respect to some or all of their non -exchangeable limited partnership units; (ii) accelerate the lapse of or eliminate any restrictions on transferability with respect to shares of restricted stock; or (iii) participate in transactions that monetize and/or provide liquidity of equity or partnership awards granted to other executive officers, including the right to exchange non -distribution earning units such as NPSUs into distribution -earning units such as PSUs, or convert Preferred Units such as PPSUs into regular, non -Preferred Units, such as PSUs, based upon the highest percentage of distribution earning awards and in the same proportion of regular to Preferred Units held by another executive.

The policy provided generally that Mr. H. Lutnick would be treated no less favorably than, and in proportion to, any other executive officer with respect to the change, right or modification of equity or partnership awards, which include, but are not limited to, opportunities (i) to have non -exchangeable units redeemed or replaced by other non -exchangeable units; (ii) to have non -exchangeable units received upon such replacement redeemed by Newmark Holdings for cash, or, with the concurrence of Cantor, granted exchange rights for shares of Newmark’s Class A common stock; (iii) to accelerate the lapse of or eliminate any restrictions on transferability with respect to restricted shares of Class A common stock; and (iv) to replace non -distributing units with distributing units and replace Preferred Units with non -Preferred Units. The policy may also include exchange of units into HDUs or other units with a capital account and the cancellation or redemption of non -exchangeable units and the issuance of new shares or units.

Under the policy, Mr. H. Lutnick had the right to accept or waive in advance some or all of the foregoing opportunities that we may offer to any other executive officer. In each case, Mr. H. Lutnick’s right to accept or waive any opportunity offered to him to participate in any such opportunity would be cumulative (and, accordingly, Mr. H. Lutnick would again have the right to accept or waive the opportunity to participate with respect to such portion previously waived if and when any additional opportunity is offered to any executive officer) and be equal to the greatest proportion of outstanding units and the greatest percentage of shares of restricted stock with respect to which any other executive officer has been or is offered with respect to all of such opportunities. This policy could result in grants to him of exchange rights/cash settlement awards, grants of HDUs or other units with a capital account, the cancellation or redemption of non -exchangeable units and the issuance of new shares or units, or the acceleration of the lapse of restrictions on transferability of shares of restricted stock owned by him.

In connection with the grant to Mr. Rispoli of exchange rights for certain of his units on September 29, 2022 as described above, Mr. H. Lutnick received monetization rights under the Standing Policy. The number of Mr. H. Lutnick’s remaining Newmark Holdings units for which he waived monetization under the Standing Policy, with such future opportunities to be cumulative, included 1,106,095 non -exchangeable Newmark Holdings PSUs and 43,995 non -exchangeable Newmark Holdings PPSUs with a determination amount of $676,642.

EXECUTIVE COMPENSATION

Summary Compensation Table

____________

(1) Column (d) includes $10,000,000 paid to Mr. H. Lutnick in each of 2024, 2023 and 2022 in connection with the 2021 Lutnick Award described above under “2021 Lutnick Award.”

For Mr. Gosin, the $6,500,000 in column (d) for 2024 represents the $5,000,000 cash retention bonus paid to Mr. Gosin in 2024 in connection with the terms of the 2024 Gosin Employment Agreement and the $1,500,000 cash bonus Mr. Gosin received with respect to 2023 pursuant to the terms of the 2023 Gosin Employment Agreement; the $6,500,000 in column (d) for 2023 represents the $5,000,000 discretionary cash bonus paid to Mr. Gosin in 2023 and approved by the Compensation Committee on December 12, 2023 and the $1,500,000 cash bonus Mr. Gosin received with respect to 2023 pursuant to the terms of the 2023 Gosin Employment Agreement; and the $1,500,000 in column (d) for 2022 represents the cash bonus Mr. Gosin received with respect to 2022 pursuant to the terms of the 2023 Gosin Employment Agreement.

(2) Column (e) does not include units, that have previously appeared in the Summary Compensation Table as compensation in prior years and were reflected in column (g) of the table for each of those prior years at their full notional dollar values, or the monetization thereof.

See “Compensation Discussion and Analysis — Transactions with and Modifications of Awards to Executive Officers” and “Compensation Discussion and Analysis — Former Standing Policy for Howard W. Lutnick” for a discussion of the monetization events in 2024, 2023 and 2022 relating to these previously reported units.

(3) The 2024 amount of $20,000,000 under column (e) for Mr. Gosin represents the fair value at the time of grant of 1,694,915 non -exchangeable Newmark Holdings NPSUs granted in 2024 to Mr. Gosin at $11.80 per unit (which was the price of our Class A common stock on August 7, 2024), which had a schedule for the grant of exchange rights pursuant to the terms of the 2024 Gosin Employment Agreement. The grant date fair values of these awards are presented in their totality in calendar year 2024 in accordance with SEC rules but were attributed by the Compensation Committee to Mr. Gosin’s compensation with respect to each of calendar years 2026 and 2025 ($15,000,000 attributed to calendar year 2026 and $5,000,000 attributed to calendar year 2025). Including only the amounts of these awards attributed by the Compensation Committee to 2024, and including the amounts attributed to 2024 relating to Mr. Gosin’s $40,000,000 award granted in 2023 as described below, Mr. Gosin’s total compensation attributed to 2024 was $17,659,664.

The 2023 amount of $40,000,000 under column (e) for Mr. Gosin represents the fair value at the time of grant of 4,581,902 non -exchangeable Newmark Holdings NPSUs granted in 2023 to Mr. Gosin at $8.73 per unit (which was the price of our Class A common stock on February 10, 2023), which had a schedule for the grant of exchange rights pursuant to the terms of the 2023 Gosin Employment Agreement. The grant date fair values of these awards are presented in their totality in calendar year 2023 in accordance with SEC rules but were attributed ratably (in $10,000,000 increments for each year) by the Compensation Committee to Mr. Gosin’s compensation with respect to each of calendar years 2025, 2024, 2023 and 2022. Including only the amounts of these awards attributed by the Compensation Committee to 2023, Mr. Gosin’s total compensation attributed to 2023 was $17,738,735.

The 2022 amount under column (e) for Mr. Gosin excludes $10,000,000 awarded to Mr. Gosin pursuant to the 2023 Gosin Employment Agreement that the Compensation Committee attributed to compensation year 2022 when determining his compensation, as described above. The grant date fair values of these awards are presented in their totality in calendar year 2023 in accordance with SEC rules but were attributed ratably (in $10,000,000 increments for each year) by the Compensation Committee to Mr. Gosin’s compensation with respect to each of calendar years 2025, 2024, 2023 and 2022. Including the amounts of these awards attributed by the Compensation Committee to 2022, Mr. Gosin’s total compensation attributed to 2022 was $12,614,072.

See “— Employment Agreements — Gosin Employment Agreement” below for more information, including regarding the criteria and schedule for the grant of exchange rights to the units described above.

The 2022 amount of $5,650,000 under column (e) for Mr. Rispoli represents the fair value at the time of grant of the 750,000 Newmark RSUs granted to Mr. Rispoli in connection with the execution of the Rispoli Employment Agreement on September 29, 2022. The award consisted of: (i) 100,000 Newmark RSUs granted as consideration for entering into the Rispoli Employment Agreement, (ii) 400,000 Newmark RSUs presented in their totality in calendar year 2022 in accordance with SEC rules but attributed ratably by the Compensation Committee to Mr. Rispoli’s compensation with respect to each of calendar years 2025, 2024, 2023, and 2022 (100,000 RSUs attributed to each year), and (iii) 250,000 RSUs presented in their totality in calendar year 2022 in accordance with SEC rules but attributed ratably by the Compensation Committee to Mr. Rispoli’s compensation with respect to each of calendar years 2026, 2025, 2024, 2023, and 2022 (50,000 RSUs attributed to each year). Including only the amounts of these awards attributed by the Compensation Committee to 2024, 2023, and 2022, Mr. Rispoli’s total compensation attributed to each of these years was $2,950,000, $2,850,000, and $2,850,000, respectively. See “— Employment Agreements — Rispoli Employment Agreement” below for more information, including the schedule for the vesting of these RSUs. Information regarding the assumptions used in computing the fair value of the RSUs is included in “Note 27. Compensation” to the consolidated financial statements included in Part II, Item 8 of the 2024 Form 10 -K .

(4) The awards represented in column (g) for 2024 reflect the bonus awards to our named executive officers (“NEOs”) under our Incentive Plan, and were approved on January 13, 2025. For 2024, Mr. H. Lutnick’s Incentive Plan bonus was paid $4,000,000 in cash and $5,000,000 in the form of 419,112 shares of our Class A common stock, based upon the closing price of $11.93 of our Class A common stock on January 13, 2025; Mr. Rispoli’s bonus was paid $600,000 in cash; and Mr. Merkel’s bonus was paid $737,500 in cash and $412,500 in the form of 18,682 non -exchangeable PSUs and 18,682 non -exchangeable PPSUs. The approval and issuance of Mr. Merkel’s PSU and PPSU awards were effective April 1, 2025 and reflect a price of $11.04 per unit (the closing price of our Class A common stock of $11.93 as of January 13, 2025 as adjusted by the then applicable exchange ratio of 0.9257).

For 2023, Mr. H. Lutnick’s Incentive Plan bonus was paid $4,000,000 in cash and $5,000,000 in the form of 500,000 non -exchangeable Newmark Holdings PSUs at $10.00 per unit; Mr. Rispoli’s bonus was paid $500,000 in cash; and Mr. Merkel’s bonus was paid $500,000 in cash and $500,000 in the form of 25,000 non -exchangeable Newmark Holdings PSUs and 25,000 non -exchangeable Newmark Holdings PPSUs at $10.00 per unit.

For 2022, Mr. H. Lutnick’s Incentive Plan bonus was paid $4,000,000 in cash and $5,000,000 in the form of 772,798 non -exchangeable Newmark Holdings PSUs at $6.47 per unit; Mr. Rispoli’s bonus was paid $500,000 in cash; and Mr. Merkel’s bonus was paid $500,000 in cash and $500,000 in the form of 38,640 non -exchangeable Newmark Holdings PSUs and 38,640 non -exchangeable Newmark Holdings PPSUs at $6.47 per unit.

(5) Mr. Gosin receives the use of a car and driver in connection with Mr. Gosin’s duties. Such personal benefits had an aggregate incremental cost of approximately $113,426 in 2022, $238,735 in 2023 and $159,664 in 2024.

(6) For 2022, Mr. Gosin received commissions in the amount of $646 payable in connection with brokerage transactions. This amount was paid $65 in cash and $581 in the form of 1,519 non -exchangeable Newmark Holdings NPSUs.

Grants of Plan-Based Awards

The following table shows all grants of plan -based awards to the named executive officers in 2024:

____________

(1) The amounts in column (e) reflect the maximum possible individual payment under the Incentive Plan. During 2024, there were no specific minimum and target levels under the Incentive Plan. The $25,000,000 maximum amount was the maximum annual amount available for payment to any one executive officer under the Incentive Plan at the time the Performance Goals were established, and our Compensation Committee retained negative discretion to award less than this amount. Actual amounts paid to each named executive officer for 2024 are set forth in column (g) of the Summary Compensation Table.

(2) On August 7, 2024, Mr. Gosin entered into the 2024 Gosin Employment Agreement, pursuant to which he received an aggregate of 1,694,915 NPSUs which will be converted into PSUs which will receive exchange rights as scheduled in his employment agreement, and which had an aggregate grant date fair value of $20,000,000. See “— Employment Agreements — Gosin Employment Agreement” below for more information, including regarding the criteria and schedule for the grant of exchange rights to these units.

Outstanding Equity Awards at Fiscal Year End

None of the named executive officers held any unexercised options as of December 31, 2024. The following table shows all exchangeable units representing a right to acquire shares of our Class A common stock and unvested RSUs held by each of the named executive officers as of December 31, 2024:

____________

(1) The numbers in column (b) represent the number of shares of Class A common stock issuable if the exchangeable Newmark Holdings spin -off units granted in connection with the Spin -Off (“SPUs”), PSUs, and granted in connection with acquisitions (“APSUs”) held by our NEOs, were exchanged on December 31, 2024 at a 1:0.9279 basis (based on the exchange ratio as of December 31, 2024) for shares of Newmark’s Class A common stock. As of December 31, 2024, the closing market price of a share of Class A common stock was $12.81.

For Mr. H. Lutnick, column (b) represents 1,522,956 exchangeable Newmark Holdings PSUs, and 86,377 exchangeable SPUs held as of December 31, 2024, which if exchanged at the exchange ratio as of December 31, 2024 for shares of Newmark’s Class A common stock, would be exchanged for 1,493,300 shares. Column (b) does not include 162,549 exchangeable PPSUs held by Mr. H. Lutnick as of December 31, 2024 because they do not represent a right to acquire shares of Class A common stock. These PPSUs are exchangeable for cash in connection with the exchange of the related PSUs for shares based upon the applicable determination price of each grant of PPSUs, which had a weighted -average determination price of $15.38, for an aggregate of $2,500,000.

For Mr. Gosin, column (b) represents 354,076 exchangeable Newmark Holdings PSUs held as of December 31, 2024, which if exchanged at the exchange ratio as of December 31, 2024 for shares of Newmark’s Class A common stock, would be exchanged for 328,547 shares.

For Mr. Rispoli, column (b) represents 31,162 exchangeable Newmark Holdings PSUs, and 436 exchangeable Newmark Holdings SPUs held as of December 31, 2024, which if exchanged at the exchange ratio as of December 31, 2024 for shares of Newmark’s Class A common stock, would be exchanged for 29,320 shares. Column (b) does not include 30,132 exchangeable PPSUs held by Mr. Rispoli as of December 31, 2024 because they do not represent a right to acquire shares of Class A common stock. These PPSUs are exchangeable for cash in connection with the exchange of the related PSUs for shares based upon the applicable determination price of each grant of PPSUs, which had a weighted -average determination price of $11.51, for an aggregate of $346,841.

As of December 31, 2024, the executives held the following non -exchangeable Newmark Holdings PSUs, APSUs, or NPSUs after conversion into PSUs that were eligible to be granted exchange rights into Newmark Class A common stock: Mr. H. Lutnick: 1,250,103 units; Mr. Gosin: 6,911,810 units (inclusive of the non -exchangeable units described below in footnote (2)); Mr. Rispoli: 56,916 units; and Mr. Merkel: 128,632 units.

As of December 31, 2024, Messrs. Rispoli and Merkel did not hold any Newmark Holdings NPSUs/NPPSUs that are eligible to be replaced by non -exchangeable Newmark Holdings PSUs/PPSUs, which in turn would be eligible to be granted exchange rights for shares of Newmark Class A common stock or cash.

Column (b) also does not include non -exchangeable Newmark Holdings PPSUs held as of December 31, 2024 because they did not represent a right to acquire our Class A common stock. As of December 31, 2024, the non -exchangeable Newmark Holdings PPSUs held by the named executive officers were as follows: Mr. H. Lutnick: 0 units; Mr. Gosin: 0 units; Mr. Rispoli: 56,916 non -exchangeable PPSUs, which had a weighted -average determination price of $11.78, for an aggregate of $670,256; Mr. Merkel: 128,632 non -exchangeable PPSUs, which had a weighted -average determination price of $9.63, for an aggregate of $1,239,036.

(2) For Mr. Gosin, column (d) excludes (i) the aggregate of 1,238,620 non -exchangeable PSUs that Mr. Gosin received in conversion of 1,145,476 NPSUs, as adjusted by the then current exchange ratio, pursuant to the 2024 Gosin Employment Agreement on August 7, 2024; (ii) the 1,145,474 NPSUs remaining from the award of 4,581,902 NPSUs that Mr. Gosin received on February 10, 2023; and (iii) 1,694,915 NPSUs that Mr. Gosin received on August 7, 2024. These PSUs began receiving exchange rights in ratable portions on December 31, 2023, in accordance with the terms and conditions as set forth in the 2023 Gosin Employment Agreement. See “— Employment Agreements — Gosin Employment Agreement” below for more information and the schedule of the grant of exchange rights to these units.

(3) Mr. Rispoli’s unvested 699,987 Newmark RSUs had an aggregate market value of $8,966,833 as of December 31, 2024, based on the closing price of our Class A common stock of $12.81 on December 31, 2024. See “— Employment Agreements — Rispoli Employment Agreement” for more information on the vesting schedule of these RSUs.

Option Exercises and Stock Vested

During 2024, Newmark had no outstanding stock options and no options were exercised by any of the named executive officers. During 2024, certain RSUs held by Mr. Rispoli vested pursuant to the terms of the Rispoli Employment Agreement, as detailed in the following table:

____________

(1) Represents the aggregate fair market value of (i) Mr. Rispoli’s 21,438 shares of Class A common stock that vested on March 15, 2024 pursuant to the terms of the RSUs issued under his employment agreement, calculated based upon the closing price of the Company’s Class A common stock on March 15, 2024, which was $10.57, and (ii) Mr. Rispoli’s 14,285 shares of Class A common stock that vested on October 1, 2024 pursuant to the terms of the RSUs issued under his employment agreement, calculated based upon the closing price of the Company’s Class A common stock on October 1, 2024, which was $15.62. See “— Employment Agreements — Rispoli Employment Agreement” for more information on the vesting schedule of these RSUs.

Potential Payments upon Termination and Change in Control

The following table provides information regarding the estimated amounts payable to the named executive officers listed below if the specified events had occurred on December 31, 2024 under their change in control and other agreements, described below, as in effect on December 31, 2024. Accordingly, the following disclosure does not reflect changes in circumstances after December 31, 2024, such as Mr. H. Lutnick stepping down from his positions at the Company and the termination of his Change in Control Agreement. In addition, as of December 31, 2024, Mr. Merkel was not eligible for additional benefits upon termination or a change in control and had not entered into the Change of Control Agreement described below under “— Change of Control Agreements — Merkel Agreement.” All amounts are determined, where applicable, using the $12.81 closing market price of our Class A common stock as of December 31, 2024, in accordance with SEC rules, and the exchange ratio of 0.9279 as of December 31, 2024. All amounts, including estimated vesting of compensation and tax gross -up payments, are subject to the specific terms and conditions set forth in the applicable change in control or other agreements and applicable law. Terms used below are as defined in the applicable agreement.

____________

(1) If a Change in Control occurred on December 31, 2024 and Mr. H. Lutnick elected to terminate his employment prior to such time, Mr. H. Lutnick would have had the right to receive a lump sum cash payment in an amount equal to the product of (i) two and (ii) the sum of (A) his annual base salary of $1,000,000 and (B) his prior year annual bonus of $9,000,000. If a Change in Control occurred on December 31, 2024 and Mr. H. Lutnick did not so elect, and again in the subsequent event that, during the three -year period immediately following a Change in Control, Mr. H. Lutnick’s employment is terminated without Cause (other than by reason of his death or Disability), in each instance Mr. H. Lutnick would have the right to receive a lump sum cash payment in an amount equal to the sum of his annual base salary of $1,000,000 and his prior year annual bonus of $9,000,000.

Immediately prior to a Change in Control, Mr. H. Lutnick would have had the right to receive (i) replacement of any partnership units ineligible for exchange rights with new partnership units eligible for such exchange rights; (ii) grants of immediately exercisable exchange rights into stock or cash, as applicable, with respect to any non -exchangeable limited partnership units (including those replacement units described in clause (i)); and (iii) the immediate lapse of any restrictions on transferability of any shares of restricted stock and vesting of any restricted stock units held by him at such time.

As of December 31, 2024, Mr. H. Lutnick held 1,250,103 non -exchangeable PSUs. Based on the closing price of Newmark Class A common stock of $12.81 on December 31, 2024 and the exchange ratio of 0.9279 as of December 31, 2024 with respect to the distribution earning units, the aggregate fair value of the shares and cash underlying such grants would have been $14,859,223.

As of December 31, 2024, Mr. H. Lutnick did not hold any shares of our restricted stock or restricted stock units. See “— Change of Control Agreements.”

(2) Mr. H. Lutnick was also entitled to a tax gross -up for excess parachute payments, if any, that would be due in respect of the impact a Change in Control would have on certain of his outstanding partnership units as stated in footnote (1). There is no aggregate tax -gross up payment upon either a termination of employment, or upon an extension of employment, in connection with a Change in Control due when calculated based upon the equity compensation in footnote (1), and base salary, bonus, and welfare benefit continuation as of December 31, 2024.

(3) Upon a termination of Mr. Gosin due to death or permanent physical disability, (i) any unpaid Cash Bonus amount due with respect to a completed calendar year shall be paid in full; (ii) any unpaid Cash Bonus amount due with respect to the calendar year in which the date of termination occurs shall be paid pro -rata for the period of January 1 of such year to the date of termination; (iii) a prorated number of NPSUs issued as Deferred Comp Bonuses (as defined below) and scheduled to convert into PSUs on the next applicable Conversion Date will so convert (and any remaining NPSUs subject to the Deferred Comp Bonuses shall be forfeited in the case of disability); and (iv) Mr. Gosin’s then non -exchangeable units, but excluding any portion of the Deferred Comp Bonuses in NPSU form in the case of disability, will, as determined by the General Partner of Newmark Holdings and as adjusted by the then -current exchange ratio, as applicable, be (y) redeemed for cash or stock ratably over the first (1 st ) through third (3 rd ) anniversaries of such termination or (z) exchanged into restricted shares of stock and become transferable ratably over the first (1 st ) through third (3 rd ) anniversaries of such termination. See “— Employment Agreements — Gosin Employment Agreement” below.

As of December 31, 2024, Mr. Gosin held 6,911,810 non -exchangeable units, of which 4,071,421 were not a portion of the Deferred Comp Bonuses in NPSU form. Based on the closing price of our Class A common stock of $12.81 on December 31, 2024 and the exchange ratio of 0.9279 as of December 31, 2024 with respect to the distribution earning units (i.e., the exchange ratio is not applicable to the NPSUs), the value of the monetization of his units would have been $48,395,242.

(4) Upon a termination of Mr. Gosin’s employment without Cause, Mr. Gosin shall receive (i) any unpaid Cash Bonus amounts on the originally scheduled payment dates; and (ii) Mr. Gosin’s then non -exchangeable units will, as determined by the General Partner of Newmark Holdings and adjusted by the then -current exchange ratio, as applicable, be (y) redeemed for cash or stock ratably over the first (1 st ) through third (3 rd ) anniversaries of such termination or (z) exchanged into restricted shares of stock and become transferable ratably over the first (1 st ) through third (3 rd ) anniversaries of such termination. See “— Employment Agreements — Gosin Employment Agreement” below.

As of December 31, 2024, Mr. Gosin held 6,911,810 non -exchangeable units. Based on the closing price of our Class A common stock of $12.81 on December 31, 2024 and the exchange ratio of 0.9279 as of December 31, 2024 with respect to the distribution earning units (i.e., the exchange ratio is not applicable to the NPSUs), the value of the monetization of his units would have been $84,780,625.

(5) Upon a Change of Control, Mr. Gosin’s then non -exchangeable units will, as determined by the General Partner of Newmark Holdings and adjusted by the then -current exchange ratio, as applicable, be (y) redeemed for cash or stock ratably over the first (1 st ) through third (3 rd ) anniversaries of such termination or (z) exchanged into restricted shares of stock and become transferable ratably over the first (1 st ) through third (3 rd ) anniversaries of such termination. In the event that, during the three -year period immediately following a Change of Control, Mr. Gosin’s employment is terminated without Cause, Mr. Gosin would also have the right to receive: (i) a lump sum cash payment of $12,500,000; and (ii) certain medical benefits. See “— Employment Agreements — Gosin Employment Agreement” below.

As of December 31, 2024, Mr. Gosin held 6,911,810 non -exchangeable units. Based on the closing price of our Class A common stock of $12.81 on December 31, 2024 and the exchange ratio of 0.9279 as of December 31, 2024 with respect to the distribution earning units (i.e., the exchange ratio is not applicable to the NPSUs), the value of the monetization of his units would have been $84,780,625.

(6) As of December 31, 2024, following a termination of Mr. Gosin’s employment for any reason, he would be eligible to receive a monthly cash payment equal to $83,333 in exchange for his compliance with non -compete obligations for 24 months. See “— Employment Agreements — Gosin Employment Agreement” below for more information, as well information regarding the intention as of the execution of the 2024 Gosin Employment Agreement of the General Partner of Newmark Holdings regarding compensation that Mr. Gosin may receive upon his permanent retirement from the real estate brokerage industry.

(7)     Upon a Change of Control, (i) any PSUs or PPSUs held by Mr. Rispoli will be redeemed for cash or stock ratably over the first through third anniversaries of such Change of Control, or exchanged into restricted stock that becomes transferable ratably over the first through third anniversaries of such Change of Control, in each case as adjusted by the then -current exchange ratio and determined by Newmark Holdings, and (ii) any then -unvested RSUs held by Mr. Rispoli that would not

otherwise vest under their terms by the third anniversary of such Change of Control will vest into stock or cash ratably over the first through third anniversaries of such Change of Control, provided that Mr. Rispoli remains employed and in good standing pursuant to the employment agreement. See “— Change of Control Agreements.”

As of December 31, 2024, Mr. Rispoli held 56,917 non -exchangeable PSUs. Based on the closing price of our Class A common stock of $12.81 on December 31, 2024 and the exchange ratio of 0.9279 as of December 31, 2024, the value of monetization of his units would have been $676,538.

As of December 31, 2024, Mr. Rispoli held 56,917 PPSUs with a determination amount of $670,256.

As of December 31, 2024, Mr. Rispoli held 699,987 RSUs. Based on the closing price of Class A common stock of $12.81 on December 31, 2024, these 699,987 RSUs had a value of $8,966,833.

(8) Additionally, in the event that, during the three -year period immediately following a change of control, Mr. Rispoli’s employment is terminated without Cause, Mr. Rispoli will be entitled to a lump -sum payment of $1,500,000 subject to delivery by Mr. Rispoli to the Company of an irrevocable release of claims in favor of the Company and its affiliates in customary form. See “— Employment Agreements — Rispoli Employment Agreement.”

Change of Control Agreements

Historical Howard W. Lutnick Agreement

On December 13, 2017, Mr. H. Lutnick entered into the Change of Control Agreement with us providing that, upon a change in control, all stock options, RSUs, restricted stock, and other awards based on shares of our Class A common stock held by him immediately prior to such change in control would vest in full and become immediately exercisable, and all limited partnership units in Newmark Holdings would, if applicable, vest in full and be granted immediately exchangeable exchange rights for shares of our Class A common stock. The Change of Control Agreement also contains provisions relating to the continuation of medical and life insurance benefits for two years following termination or extension of employment, as applicable.

Under the Change of Control Agreement, if a change in control of the Company occurred (which would occur in the event that none of Cantor or any of its affiliates has a controlling interest in us) and Mr. H. Lutnick elected to terminate his employment with us upon the change in control pursuant to a written notice of his resignation provided at any time prior to the change in control, he would receive a lump sum cash payment equal to two times the sum of his annual base salary and his prior year’s annual bonus, and receive medical benefits for two years after the termination of his employment (provided that, if Mr. H. Lutnick became re -employed and is eligible to receive medical benefits under another employer -provided plan, the former medical benefits would be secondary to the latter). If a change in control occurred and (i) Mr. H. Lutnick did not so elect to terminate his employment with us or (ii) in the event that, during the three -year period following the change in control, his employment was terminated by us (other than by reason of his death or disability), he would receive a lump sum cash payment equal to his annual base salary and his prior year’s annual bonus, and receive medical benefits (provided, in the event of (ii), that such medical benefits will be received for two years after the termination of his employment and provided, further, that if Mr. H. Lutnick became re -employed and is eligible to receive medical benefits under another employer -provided plan, the former medical benefits will be secondary to the latter). The Change of Control Agreement further provided for certain tax gross -up payments, provided for no duty of Mr. H. Lutnick to mitigate amounts due by seeking other employment and provided for payment of legal fees and expenses as a result of any dispute with respect to the Change of Control Agreement. The Change of Control Agreement further provided for indemnification of Mr. H. Lutnick in connection with a challenge thereof. In the event of death or disability, or termination in the absence of a change in control, Mr. H. Lutnick would be paid only his accrued salary to the date of death, disability, or termination. The Change of Control Agreement was terminable by the Company upon two years’ advance notice on or after the 10 -year anniversary of the closing of the IPO (as defined below).

On February 18, 2025, Mr. H. Lutnick was confirmed by the United States Senate as the 41 st Secretary of Commerce. Following his confirmation, Mr. H. Lutnick stepped down as Chairman of the Board and Executive Chairman of the Company and as principal executive officer. As a result, the Change of Control Agreement with him was terminated.

Gosin Agreement

On February 10, 2023, Mr. Gosin entered into an amended and restated employment agreement with Newmark Partners, L.P. (“Newmark OpCo”) and Newmark Holdings which replaced his prior employment agreement, as amended from time to time, effective as of December 1, 2017, and which includes certain change of control

provisions. On August 7, 2024, Mr. Gosin entered into a further amended and restated employment agreement, which also includes certain change of control provisions. See the heading “— Employment Agreements — Gosin Employment Agreement” below for more information.

Rispoli Agreement

On September 29, 2022, Mr. Rispoli entered into an employment agreement with Newmark OpCo and Newmark Holdings which includes certain change of control provisions. See“— Employment Agreements — Rispoli Employment Agreement” below for more information.

Merkel Agreement

On February 18, 2025, Mr. Merkel entered into a Change of Control Agreement with the Company (the “Merkel CIC Agreement”). Under the Merkel CIC Agreement, if a Change of Control (as defined in the Merkel CIC Agreement) of the Company occurs, Mr. Merkel will be entitled to monetization of, and the Company’s redemption of, his then non -exchangeable PSUs over three years following the Change of Control, provided he continues providing substantial services to the Company or any affiliate during that time, and subject to the other terms of the Merkel CIC Agreement. Additionally, in the event he is terminated without Cause (as defined in the Merkel CIC Agreement) within three years following the Change of Control, he will be paid (i) a lump sum of his then -current annualized salary, plus his annual discretionary bonus with respect to the fiscal year completed immediately before the Change of Control, (ii) two years of medical benefits, and (iii) continued monetization of his PSUs over the foregoing schedule notwithstanding his termination of employment.

Employment Agreements

Gosin Employment Agreement

On February 10, 2023, Mr. Gosin entered into an employment agreement (the “2023 Gosin Employment Agreement”) with Newmark OpCo and Newmark Holdings, which replaced his prior employment agreement, as amended from time to time, effective as of December 1, 2017. In connection with the 2023 Gosin Employment Agreement, the Compensation Committee approved (i) for an initial term (the “Initial Term”) through at least 2025, an annual cash bonus of $1,500,000; (ii) an upfront award of four tranches of 1,145,475 NPSUs each (calculated by dividing $10,000,000 by the Company’s stock price of $8.73 on February 10, 2023) attributable to each year of 2022, 2023, 2024, and 2025 and (iii) the continued ability to receive discretionary bonuses, if any, subject to approval of the Compensation Committee (the “First NPSUs Deferred Comp Award”).

On August 7, 2024 (the “2024 Gosin Employment Agreement Effective Date”), Mr. Gosin entered into a Second Amended and Restated Employment Agreement with Newmark OpCo and Newmark Holdings (the “2024 Gosin Employment Agreement”), which superseded and replaced the Gosin Employment Agreement. In connection with the execution of the 2024 Gosin Employment Agreement and as consideration for his continued service, in addition to the awards previously provided for by the 2023 Gosin Employment Agreement, Mr. Gosin was granted (i) a one -time cash retention payment of $5,000,000, subject to continued employment in good standing through December 31, 2026; (ii) an award of 1,694,915 NPSUs, effective as of October 1, 2024, calculated by dividing the total NPSU award by the closing stock price on August 7, 2024, of which $5,000,000 of NPSUs are attributable to calendar year 2025 and $15,000,000 of NPSUs are attributable to calendar year 2026 (the “Second NPSUs Deferred Comp Award,” and together with the First NPSUs Deferred Comp Award, collectively, the “Deferred Comp Bonuses”); and (iii) a cash bonus in the gross amount of $1,500,000 with respect to calendar year 2026, payable in calendar year 2027 at such time as bonuses with respect to calendar year 2026 are generally distributed to other similarly situated employees of Newmark OpCo in connection with the year -end compensation review process. Mr. Gosin’s annual total contractual compensation under the 2024 Gosin Employment Agreement would be $17,500,000 for each of calendar years 2024, 2025, and 2026 (comprised of $1,000,000 salary and $16,500,000 in combined NPSUs and cash awards attributed by the Company) and consistent with his total compensation for calendar year 2023 pursuant to the 2023 Gosin Employment Agreement.

Subject to the terms of the 2024 Gosin Employment Agreement and the grant documents under which the Second NPSUs Deferred Comp Award was awarded, 25% of the Second NPSUs Deferred Comp Award shall convert into non -exchangeable PSUs on December 31, 2025, and 75% of the Second NPSUs Deferred Comp Award shall convert into non -exchangeable PSUs on December 31, 2026, in each case as adjusted by the then current

exchange ratio, subject to the requirements that, as of each applicable conversion date (i) the Company (including its affiliates) earns, in the aggregate, at least $10,000,000 in gross revenues in the calendar quarter in which the applicable conversion is to occur, and (ii) except as otherwise provided in the 2024 Gosin Employment Agreement, Mr. Gosin continues to perform substantial services exclusively for Newmark OpCo or any of its affiliates, remains a partner in Newmark Holdings, and complies with the terms of the 2024 Gosin Employment Agreement and any of his obligations to Newmark Holdings, Newmark OpCo or any affiliate. 25% of each of the 2025 and 2026 tranches in non -exchangeable PSUs received upon conversion of the Second NPSUs Deferred Comp Award will receive exchange rights on December 31 of each year after such conversion, consistent with the schedule for the grant of exchange rights provided for the NPSUs Mr. Gosin received in connection with the 2023 Gosin Employment Agreement, which remains unchanged other than that 1,145,476 of Mr. Gosin’s NPSUs previously awarded under the 2023 Gosin Employment Agreement were adjusted by the exchange ratio and converted into 1,238,620 non -exchangeable PSUs as soon as practicable after the 2024 Gosin Employment Agreement Effective Date, rather than on their previously scheduled conversion date of December 31, 2024. Such PSUs will continue to receive exchange rights as previously contemplated in the 2023 Gosin Employment Agreement.

In accordance with the 2023 Gosin Employment Agreement (as maintained by the 2024 Gosin Employment Agreement), Mr. Gosin’s NPSUs award had the following features: (i) the NPSUs shall convert into non -exchangeable PSUs, provided that, as of each applicable conversion date: (x) Newmark, inclusive of its affiliates, earns, in the aggregate, at least $10,000,000 in gross revenues in the calendar quarter in which the applicable award of PSUs is to be converted and (y) Mr. Gosin is still performing substantial services exclusively for Newmark or an affiliate, has not given notice of termination of his services except for circumstances set forth in the 2024 Gosin Employment Agreement, and has not breached his obligations under the Partnership Agreement; and (ii) such PSUs as converted from NPSUs shall become exchangeable in ratable portions as represented in the table below:

First NPSUs Deferred Comp Award:

Second NPSUs Deferred Comp Award:

Additionally, the 2024 Gosin Employment Agreement also provides that, if and only if Mr. Gosin is employed in good standing through December 31, 2026, then (i) 75% of the aggregate number of PSUs issued in conversion of the Deferred Comp Bonus NPSUs, less the number of PSUs issued in conversion of the Deferred Comp Bonus NPSUs that became exchangeable or were otherwise monetized during the Initial Term, shall become exchangeable; and (ii) the remainder of such PSUs issued in conversion of the Deferred Comp Bonus NPSUs, to the extent not already exchangeable, shall become exchangeable, irrespective of whether Mr. Gosin remains employed following

the end of the Initial Term, effective over the first through fourth anniversaries of the end of the Initial Term, if and only if Mr. Gosin does not breach any of his obligations under this 2024 Gosin Employment Agreement for the period through the applicable effective exchangeable date. Such acceleration of exchangeability shall be effectuated proportionately in relation to the dates upon which such non -exchangeable PSUs would otherwise have become exchangeable.

The 2024 Gosin Employment Agreement provides that Mr. Gosin’s yearly salary will be $1,000,000.

During Mr. Gosin’s term of employment, Newmark OpCo may terminate the 2024 Gosin Employment Agreement for “Cause,” as defined therein, without further obligation, or due to Mr. Gosin’s death or disability. If Mr. Gosin is terminated without Cause (other than due to Mr. Gosin’s death or disability), (i) he shall be entitled to receive, subject to his execution and delivery of a customary release, (x) his salary through the remainder of the term of employment and (y) any unpaid cash bonus amounts on the originally scheduled payment dates and (ii) Mr. Gosin’s then non -exchangeable partnership units will, as determined by the General Partner of Newmark Holdings, be (a) redeemed for cash or stock ratably over the first (1 st ) through third (3 rd ) anniversaries of such termination; or (b) exchanged into restricted shares of stock and become transferable ratably over first (1 st ) through third (3 rd ) anniversaries of such termination (provided that, with respect to clauses (a) and (b), Mr. Gosin continues to satisfy the non -compete , non -solicitation and non -disparagement conditions set forth in the 2024 Gosin Employment Agreement through the applicable transfer date). If Mr. Gosin is terminated due to his death or permanent physical disability, (i) he shall be entitled to receive, subject to his execution of a customary release, (a) his salary through the date of termination, (b) any unpaid cash bonus amount due with respect to a completed calendar year paid in full and (c) any unpaid cash bonus amounts due with respect to the calendar year in which the date of termination occurs, paid pro -rata for the period of January 1 of such year to the date of termination, (ii) a prorated number of the NPSUs issued as Deferred Comp Bonuses and scheduled to convert into PSUs on the next conversion date will so convert (and any remaining NPSUs shall be forfeited, in the case of disability), and (iii) Mr. Gosin’s PSUs (but excluding NPSUs issued as Deferred Comp Bonuses) will, as determined by the General Partner of Newmark Holdings, be (y) redeemed for cash or stock ratably over the first (1 st ) through third (3 rd ) anniversaries of such termination or (z) exchanged into restricted shares of stock and become transferable ratably over the first (1 st ) through third (3 rd ) anniversaries of such termination (provided that, with respect to clauses (y) and (z), in the case of disability, Mr. Gosin continues to satisfy the non -compete , non -solicitation and non -disparagement conditions set forth in the 2024 Gosin Employment Agreement through the applicable transfer date).

In the event of a change of control, which will occur if the Company is, or substantially all of the real estate brokerage and related businesses of the Company are, no longer controlled by Cantor, Mr. H. Lutnick, or a person or entity controlled by, controlling or under common control with Cantor, exclusive of limited ownership changes, the 2024 Gosin Employment Agreement provides that Mr. Gosin’s then non -exchangeable partnership units will, as determined by the General Partner of Newmark Holdings, be (a) redeemed for cash or stock ratably over the first (1 st ) through third (3 rd ) anniversaries of such change of control or (b) exchanged into restricted shares of stock and become transferable ratably over the first (1 st ) through third (3 rd ) anniversaries of such change of control or as soon as practicable thereafter, provided that Mr. Gosin remains employed in good standing through each applicable redemption or vesting or transfer date. Additionally, in the event that, during the three -year period immediately following a change of control, Mr. Gosin’s employment is terminated without Cause (as defined in the 2024 Gosin Employment Agreement), subject to Mr. Gosin’s execution and delivery of a customary release, Mr. Gosin will be entitled to a lump -sum payment of $12,500,000 and certain medical benefits as described in the 2024 Gosin Employment Agreement, and Mr. Gosin’s then non -exchangeable partnership units will, as determined by the General Partner of Newmark Holdings, be (y) redeemed for cash or stock ratably over the first (1 st ) through third (3 rd ) anniversaries of such termination or (z) exchanged into restricted shares of stock and become transferable ratably over the first (1 st ) through third (3 rd ) anniversaries of such termination (provided that, with respect to clauses (y) and (z), Mr. Gosin continues to satisfy the non -compete , non -solicitation and non -disparagement conditions set forth in the 2024 Gosin Employment Agreement through the applicable transfer date).

In the event of Mr. Gosin’s permanent retirement from the Company and the real estate brokerage industry, and only if Mr. Gosin is employed in good standing through the Initial Term (extended by the 2024 Gosin Employment Agreement to be through December 31, 2026), it is the current intention of the General Partner of Newmark Holdings that, subject to Mr. Gosin’s execution and delivery of a customary release, (i) Mr. Gosin will receive his cash bonus for the applicable year, (ii) Mr. Gosin’s then non -exchangeable partnership units held at the time of retirement (excluding the NPSU award described above) shall, at Mr. Gosin’s election, either be (a) as determined

by the General Partner of Newmark Holdings, redeemed for cash or stock ratably over the first (1 st ) through fourth (4 th ) anniversaries of such retirement or (b) exchanged into restricted shares of stock or deferred cash upon such retirement and become transferable ratably over the first (1 st ) through fourth (4 th ) anniversaries of such retirement, and (iii) the NPSU award described above shall be treated as described above; provided that Mr. Gosin continues to be retired and satisfy the non -compete , non -solicitation and non -disparagement conditions set forth in the applicable documentation through the applicable transfer, redemption or distribution date.

The 2024 Gosin Employment Agreement provided for “Permitted Activities” that Mr. Gosin can engage in both during and following his employment, including conditions under which Mr. Gosin may purchase or invest in real estate, including with an institutional real estate fund, in certain non -competitive circumstances. Subject to certain exceptions, the 2024 Gosin Employment Agreement provides that during Mr. Gosin’s term of employment and for a period of two (2) years thereafter, Mr. Gosin may not compete with the Company or any affiliate or solicit clients or prospective clients of the Company or any affiliate. Subject to Mr. Gosin’s execution and delivery of a customary release, among other requirements, Mr. Gosin is entitled to receive $83,333.33 per month during the non -compete period (unless Mr. Gosin breaches the 2024 Gosin Employment Agreement, at which time any such payments will cease). Additionally, the 2024 Gosin Employment Agreement provides that during Mr. Gosin’s term of employment and for a period of five (5) years thereafter, Mr. Gosin may not solicit or hire any employees, consultants or independent contractors of the Company or any affiliate.

The 2024 Gosin Employment Agreement restated the circumstances under which Mr. Gosin may purchase or invest in real estate personally, or through a fund that is not owned or controlled by any of Newmark’s brokerage competitors, to provide that he may do so and may earn success -based payments, provided that Mr. Gosin will inform the Company’s Chairman of all material terms of such opportunity and offer the Company or its designee the opportunity to partner up to 50% with Mr. Gosin on the same terms and conditions as Mr. Gosin.

Rispoli Employment Agreement

On September 29, 2022, Mr. Rispoli entered into an employment agreement (the “Rispoli Employment Agreement”) with Newmark OpCo and Newmark Holdings. In connection with the Rispoli Employment Agreement, the Compensation Committee approved the following for Mr. Rispoli: (i) an award of 500,000 Newmark RSUs, divided into tranches of 100,000 RSUs each that vest on a seven -year schedule as follows:

and (ii) an award of 250,000 Newmark RSUs, divided into tranches of 50,000 RSUs each that vest on a seven -year schedule as follows:

The Rispoli Employment Agreement provides for a yearly salary of $850,000. Under the Rispoli Employment Agreement, Mr. Rispoli is provided an initial term of employment of five (5) years, and thereafter the term of employment will be extended automatically for successive one -year periods unless either party notifies the other party in writing at least ninety (90) days prior to the expiration of the initial term of employment or any renewal period of such party’s intention not to extend the term of employment.

In the event of a change of control, which will occur if the Company is, or substantially all of the real estate brokerage and related businesses of the Company are, no longer controlled by Cantor, Mr. H. Lutnick, or a person or entity controlled by, controlling or under common control with Cantor, exclusive of limited ownership changes (i) Mr. Rispoli’s then -non-exchangeable Newmark Holdings units will be redeemed for cash or stock ratably over the first through third anniversaries of such change of control, or exchanged into restricted stock that becomes transferable ratably over the first through third anniversaries of such change of control, in each case as adjusted by the then -current exchange ratio and determined by Newmark Holdings, and (ii) Mr. Rispoli’s then -unvested Newmark RSUs that would not otherwise vest under their terms by the third anniversary of such change of control will vest into stock or cash ratably over the first through third anniversaries of such change of control or as soon as practicable thereafter, provided that Mr. Rispoli remains employed and in good standing pursuant to the Rispoli Employment Agreement. Additionally, in the event that, during the three -year period immediately following a change of control, Mr. Rispoli’s employment is terminated without Cause (as defined in the Rispoli Employment Agreement), Mr. Rispoli will be entitled to a lump -sum payment of $1,500,000 and certain medical benefits as described in the Rispoli Employment Agreement in addition to the awards described above, with such additional payments and benefits being subject to delivery by Mr. Rispoli to the Company of an irrevocable release of claims in favor of the Company and its affiliates in customary form.

The Rispoli Employment Agreement provides that Mr. Rispoli may not (i) compete with the Company or its affiliates or solicit clients or prospective clients of the Company or any affiliate for a period of two (2) years after the termination of his employment, or (ii) solicit or hire employees or certain former employees of the Company or any affiliate to leave their employment of or to discontinue their services to the Company or any affiliate for a period of three (3) years after the termination of his employment. The Rispoli Employment Agreement also contains customary confidentiality and non -disparagement provisions.

Alvarado Offer Letter

On April 7, 2025, Mr. Alvarado entered into an offer letter (the “Alvarado Offer Letter”) with Newmark OpCo. Under the terms of the Alvarado Offer Letter, Mr. Alvarado receives a salary of $1,000,000 per year. Additionally, Mr. Alvarado is eligible to receive incentive bonus awards under our Incentive Plan, discretionary bonuses, and equity and partnership awards under our Equity Plan and our Participation Plan. In connection with his appointment, Mr. Alvarado received an award of 88,731 NPSUs, with the number of NPSUs awarded based upon $1,000,000 divided by $11.27, the closing price of one share of our Class A common stock on April 3, 2025. Such NPSUs shall be eligible for conversion into non -exchangeable PSUs on April 1, 2027, provided Mr. Alvarado continues to perform substantial services for Newmark or its affiliates on that date.

Mr. Alvarado’s employment is at -will and both he and the Company will be required to provide six months’ advance written notice of termination of his employment (other than in connection with cause, death or disability). He also will be subject to a client non -solicitation restriction for one year following termination of employment, an employee non -solicitation /no -hire restriction for two years following termination of employment, and other customary confidentiality and intellectual property restrictions.

Prior to his appointment as Chief Operating Officer, Mr. Alvarado executed a bonus award with the Company in the amount of $690,000 which contained certain repayment obligations to the Company if he ceased performing substantial services for Newmark or its affiliates or breached his other agreements with Newmark or its affiliates prior to December 31, 2025. In connection with his appointment as Chief Operating Officer, this award was modified to remove any potential repayment obligations.

2024 Principal Executive Officer Pay Ratio

The following information contains the relationship of the median annual total compensation of employees and brokers of Newmark and its subsidiaries to the annual total compensation of Mr. H. Lutnick, who served as our Executive Chairman and principal executive officer during 2024.

For 2024, we determined a new median employee in accordance with SEC rules. Our median employee was a Research Coordinator in the United States.

We selected December 31, 2024 as the date used to identify our “median employee” whose annual total compensation was the median of the annual total compensation of all our applicable employees and independent contractors and brokers (other than our Executive Chairman) for 2024. Based on our internal records, our global employee and independent contractor/broker population as of December 31, 2024 consisted of approximately 7,523 individuals, including full -time , part -time , temporary and seasonal employees, with approximately 67% of these employees working in the United States and approximately 33% working in various non -U .S. locations consisting of Belgium, Brazil, Canada, Columbia, Costa Rica, France, Germany, Hong Kong, India, Ireland, Italy, Mexico, the Netherlands, Panama, Poland, Mexico, Singapore, Switzerland, and the United Kingdom.

To identify the “median employee,” we aggregated actual base salary earnings or commission draw in 2024, overtime earnings paid in 2024 for employees eligible to earn overtime, bonus awards earned in 2024 and paid in the first quarter of 2025 and the grant date fair value of any equity awards granted in 2024. Bonus awards could consist of discretionary bonuses, forgivable loans, cash advance distribution agreements and promissory notes. We annualized the compensation of employees and independent contractors and brokers who began employment during the fiscal year. In addition, for any persons who provide services to Cantor and its affiliates (other than Newmark and its consolidated subsidiaries), the total compensation of such persons for purposes of calculating the pay ratio was consistent with the allocations used by the Company for financial accounting purposes in its 2024 consolidated financial statements. We then converted any compensation paid in foreign currency to U.S. dollars using the published rate for December 31, 2024 on www.oanda.com . The sum of these amounts served as our “consistently applied compensation measure,” which we used in identifying the median employee. We did not apply a cost of living adjustment to the data.

Once the median employee was identified, the pay ratio for the annual total compensation of the median employee to the principal executive officer was calculated for the 2024 fiscal year in accordance with the requirements of Item 402(c)(2)(x) of Regulation S -K and the pay ratio was determined to be as follows:

• the annual total compensation of the median employee of the Company (other than the Executive Chairman) was $85,437;

• the annual total compensation of the Executive Chairman, as reported in the Summary Compensation Table, was $20,000,000; and

• the ratio of the annual total compensation of the Executive Chairman to the median employee of the Company was approximately 234 to 1.

The foregoing comparison includes the payment to Mr. H. Lutnick of the 2024 tranche of the Lutnick Award in the amount of $10,000,000. If the 2024 tranche of the Lutnick Award is excluded for the year, Mr. H. Lutnick’s annual total compensation would have been $10,000,000 and the ratio of the annual total compensation of the Executive Chairman to the median employee of the Company would have been approximately 117 to 1.

As an additional comparison, the pay ratio for the annual total compensation of the median employee to Mr. Gosin, our Chief Executive Officer, calculated on the same basis was approximately 324 to 1. For 2024, this ratio calculation includes the $20,000,000 aggregate grant date fair value of Mr. Gosin’s award under the 2024 Gosin Employment Agreement which was presented in its totality in our Summary Compensation Table for calendar year 2024 in accordance with SEC rules but was attributed ratably by the Compensation Committee to Mr. Gosin’s compensation with respect to each of calendar years 2025 and 2026. See “— Employment Agreements” for more information.

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Analysis of the Information Presented in the Pay Versus Performance Table

While we utilize several performance measures to align executive compensation with Company performance, not all of those measures are presented in the Pay Versus Performance table set forth above. Moreover, in determining the compensation of our executive officers, our Compensation Committee considers a holistic view of a variety of factors, both qualitative and quantitative, consistent with our periodic overall goals and therefore we do not specifically align our performance measures with compensation that is actually paid (as computed in accordance with SEC rules) for a particular year. See “Compensation Discussion and Analysis — Compensation Philosophy” for more information.

In accordance with Item 402(v) of Regulation S -K , we are providing the following descriptions of the relationships between (1) “compensation actually paid” to our PEO and average “compensation actually paid” to our non -PEO NEOs and (2) the Company’s performance with respect to TSR, net income and Total Revenues, our Company Selected Measure. “Compensation actually paid to PEO” includes $20,000,000 paid to Mr. H. Lutnick in 2021, $10,000,000 paid to Mr. H. Lutnick in 2022, $10,000,000 paid to Mr. H. Lutnick in 2023 and $10,000,000 paid to Mr. H. Lutnick in 2024 in connection with the Lutnick Award. “Average compensation actually paid to Non -PEO NEOs” includes the $5,650,000 aggregate grant date fair value of Mr. Rispoli’s award under the Rispoli Employment Agreement in 2022, the $40,000,000 aggregate grant date fair value of Mr. Gosin’s award under the 2023 Gosin Employment Agreement in 2023, and the $20,000,000 aggregate grant date fair value of Mr. Gosin’s award under the 2024 Gosin Employment Agreement in 2024.

Further, although not shown above, a $100 investment in Newmark on December 31, 2019 would have resulted in $147.53 as of the more recent date of September 30, 2025. In comparison, the same $100 investment in Newmark’s peer group would have resulted in $202.97 over the same period. This subsequent relative TSR performance did not factor into the compensation figures discussed herein.

Company Selected Measure (CSM). The graph below shows the relationship between “compensation actually paid” to our PEO and the average of the “compensation actually paid” to our non -PEO NEOs and our Total Revenues over the five fiscal years ended December 31, 2024.

Compensation of Directors

Directors who are also our employees or those of our affiliates do not receive additional compensation for serving as directors. The cash compensation schedule for our directors who are not our employees or those of our affiliates, collectively referred to as “non -employee directors,” is as follows:

• an annual cash retainer of $100,000;

• an annual stipend for the chair of our Compensation Committee of $15,000;

• an annual stipend for the chair of our Corporate Responsibility Committee of $15,000; and

• an annual stipend for the chair of our Audit Committee of $25,000.

We also pay each non -employee director $2,000 for each meeting of our Board of Directors and $1,000 for each meeting of a Committee of our Board actually attended, whether in person or by telephone. Additional fees may be paid for service or special ad hoc committees from time to time. Under our policy, none of our non -employee directors is to be paid more than $3,000 in the aggregate for attendance at meetings held on the same date. Only one meeting of our Board and Committees shall occur on each calendar day for which payment shall be provided. Non -employee directors may also receive additional per diem fees for services as a director at the rate of $1,000 per day, with a limit of $5,000 per matter, for additional time spent on Board or Committee matters as directed from time to time by our Board. Non -employee directors also are reimbursed for all out -of-pocket expenses incurred in attending meetings of our Board or its Committees on which they serve. From time to time, our Board and Committees may receive an additional stipend for service on other special committees or similar service.

In addition to the cash compensation described above, under our current policy, upon the appointment or initial election of a non -employee director, we grant to such non -employee director RSUs equal to the value of shares of our Class A common stock that could be purchased for $70,000 at the closing price of our Class A common stock on the trading date of the appointment or initial election of the non -employee director (rounded down to the next whole share). These RSUs vest equally on each of the first two anniversaries of the grant date, provided that the non -employee director is a member of our Board at the opening of business on such dates.

Thereafter, we annually grant to each non -employee director RSUs equal to the value of shares of our Class A common stock that could be purchased for $50,000 based on the closing price of our Class A common stock on the date of his or her re -election (rounded down to the next whole share) in consideration for services provided. These RSUs will vest equally on each of the first two anniversaries of the grant date, provided that the non -employee director is a member of our Board at the opening of business on such dates.

2024 Director Compensation Payments

The table below summarizes the compensation paid to our non -employee directors for the year ended December 31, 2024.

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(1) Mr. H. Lutnick is not included in this table as during 2024 he was an employee of our Company and thus received no compensation for his services as director in 2024. The compensation received by Mr. H. Lutnick for 2024 as an employee of our Company is shown in the Summary Compensation Table, which includes compensation paid with respect to 2024. Mr. Kyle Lutnick and Mr. Merkel are not included in this table as they joined the Board in February 2025 and were not directors during 2024.

(2) Reflects the grant date fair value of RSUs granted on October 17, 2024 to each of Messrs. McIntyre and Itzkowitz and Ms. Bauer. More information with respect to the calculation of these amounts is included in the notes to our consolidated financial statements included in Part II, Item 8 of the 2024 Form 10 -K . As of December 31, 2024, Mr. McIntyre had 7,601 RSUs outstanding, Ms. Bauer had 7,601 RSUs outstanding and Mr. Itzkowitz had 7,601 RSUs outstanding.

(3) No options were granted to non -employee directors in 2024. As of December 31, 2024, none of the non -employee directors had any options outstanding.

Compensation Committee Interlocks and Insider Participation

During 2024, the Compensation Committee consisted of Ms. Bauer and Messrs. McIntyre and Itzkowitz. Ms. Bauer has served as Chair since April 29, 2021. All the members who served on our Compensation Committee during 2024 were independent directors. No member of the Compensation Committee had any relationship with the Company during 2024 pursuant to which disclosure would be required under applicable SEC rules. With the exception of Mr. H. Lutnick, during 2024, none of our executive officers served as a member of the board of directors or the compensation committee, or similar body, of a corporation where any of its executive officers served on our Compensation Committee or on our Board. In 2024, Mr. H. Lutnick served on the board of directors of BGC but did not serve on BGC’s compensation committee.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information, as of October 31, 2025, with respect to the beneficial ownership of our Class A common stock and Class B common stock by: (1) each stockholder, or group of affiliated stockholders, that owns more than 5% of any class of our outstanding capital stock; (2) each of our current and former named executive officers; (3) each current director; and (4) the current executive officers and directors as a group. Unless otherwise indicated in the footnotes, the principal address of each of the stockholders, executive officers and directors identified below is located at 125 Park Avenue, New York, New York 10017. Shares of our Class B common stock are convertible into shares of our Class A common stock at any time at the discretion of the holder on a one -for-one basis. Accordingly, a holder of Class B common stock is deemed to be the beneficial owner of an equal number of shares of our Class A common stock for the purposes of this table. In addition, certain of the limited partnership interests of Newmark Holdings are exchangeable with us for shares of our Class A common stock or shares of our Class B common stock at a rate equal to the exchange ratio (which was 0.9258 as of September 30, 2025, but is subject to adjustment as set forth in the Separation and Distribution Agreement). The table and footnotes below are based on a one -to-0 .9258 exchange ratio. See “Certain Relationships and Related Transactions, and Director Independence — Amended and Restated Newmark Holdings Limited Partnership Agreement — Exchanges.”

Our former Executive Chairman, Mr. Howard W. Lutnick, completed his divestment of his holdings in our Company on October 6, 2025. See “Certain Relationships and Related Transactions, and Director Independence — Divestment Transactions Relating to Howard W. Lutnick” for a discussion of the transactions associated with Mr. Howard W. Lutnick’s divestment of his holdings in us and its impact on the ownership of our Company.

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* Less than 1%

(1) Based upon information supplied by directors, executive officers and 5% beneficial owners in filings under Sections 13(d) and 16(a) of the Exchange Act. The address of The Vanguard Group, Inc. is 100 Vanguard Blvd., Malvern, Pennsylvania 19355. The address of BlackRock, Inc. is 50 Hudson Yards, New York, New York 10001.

(2) Consists of (a) 20,932,207 shares of our Class B common stock held directly and (b) 18,319,455 shares of our Class B common stock acquirable upon exchange of 19,787,703 Newmark Holdings exchangeable limited partnership units held by Cantor.

(3)     Percentage based on (a) 21,285,533 shares of our Class B common stock outstanding as of October 31, 2025 and (b) 18,319,455 shares of our Class B common stock acquirable upon exchange of 19,787,703 Newmark Holdings exchangeable limited partnership units held by Cantor. Cantor has pledged to Bank of America, N.A., pursuant to a Put

and Pledge Agreement, originally dated as of December 27, 2017 and as most recently amended and restated effective October 5, 2023, 5,000,000 shares of our Class B common stock in connection with a loan program established for certain employees and partners of Cantor and its affiliates.

(4) Consists of (a) 20,932,207 shares of our Class A common stock acquirable upon conversion of 20,932,207 shares of our Class B common stock held directly by Cantor and (b) 18,319,455 shares of our Class A common stock acquirable upon exchange of 19,787,703 Newmark Holdings exchangeable limited partnership units held by Cantor.

(5) Percentage based on (a) 158,917,951 shares of our Class A common stock outstanding as of October 31, 2025, (b) 20,932,207 shares of our Class A common stock acquirable upon conversion of 20,932,207 shares of our Class B common stock held by Cantor, and (c) 18,319,455 shares of our Class A common stock acquirable upon exchange of 19,787,703 Newmark Holdings exchangeable limited partnership units held by Cantor.

(6) CFGM is the managing general partner of Cantor.

(7) Consists of (a) 353,326 shares of our Class B common stock held by CFGM, (b) 20,932,207 shares of our Class B common stock held by Cantor, and (c) 18,319,455 shares of our Class B common stock acquirable upon exchange of 19,787,703 Newmark Holdings exchangeable limited partnership units held by Cantor.

(8) Consists of (a) 353,326 shares of our Class A common stock acquirable upon conversion of 353,326 shares of our Class B common stock held by CFGM, (b) 1,025,612 shares of our Class A common stock held directly by CFGM, (c) 20,932,207 shares of our Class A common stock acquirable upon conversion of 20,932,207 shares of our Class B common stock held by Cantor, and (d) 18,319,455 shares of our Class A common stock acquirable upon exchange of 19,787,703 Newmark Holdings exchangeable limited partnership units held by Cantor.

(9) Percentage based on (a) 158,917,951 shares of our Class A common stock outstanding as of October 31, 2025, (b) 21,285,533 shares of our Class A common stock acquirable upon conversion of 21,285,533 shares of our Class B common stock held by Cantor and CFGM, and (c) 18,319,455 shares of our Class A common stock acquirable upon exchange of 19,787,703 Newmark Holdings exchangeable limited partnership units held by Cantor.

(10) Mr. Brandon G. Lutnick’s holdings consist of: (a) 353,326 shares of our Class B common stock held by CFGM, through Mr. Brandon G. Lutnick’s position as trustee with decision making control of trusts that hold all of the voting shares of CFGM and his position as Chief Executive Officer of CFGM, (b) 20,932,207 shares of our Class B common stock held by Cantor, through Mr. Brandon G. Lutnick’s control of CFGM and his positions as Chief Executive Officer and Chairman of Cantor, and (c) 18,319,455 shares of our Class B common stock acquirable upon exchange of 19,787,703 Newmark Holdings exchangeable limited partnership units held by Cantor.

(11) Mr. Brandon G. Lutnick’s holdings consist of:

(a) 3,335 shares of our Class A common stock held directly;

(b) 353,326 shares of our Class A common stock acquirable upon conversion of 353,326 shares of our Class B common stock held by CFGM;

(c) 20,932,207 shares of our Class A common stock acquirable upon conversion of 20,932,207 shares of our Class B common stock held by Cantor;

(d) 18,319,455 shares of our Class A common stock acquirable upon exchange of 19,787,703 Newmark Holdings exchangeable limited partnership units held by Cantor;

(e) 1,362,415 shares of our Class A common stock held by KBCR Management Partners, LLC (“KBCR”), through Mr. Brandon G. Lutnick’s position as manager of KBCR and as trustee with decision making control of trusts which hold all of the issued and outstanding equity interests of KBCR;

(f) 1,025,612 shares of our Class A common stock held directly by CFGM;

(g) 746,955 shares of our Class A common stock held by Tangible Benefits, LLC (“Tangible Benefits”), through Mr. Brandon G. Lutnick’s position as manager of Tangible Benefits and as trustee with decision making control of a trust which holds all of the issued and outstanding equity interests of Tangible Benefits;

(h) 907,803 shares of our Class A common stock held by various trust accounts for the benefit of the descendants of Mr. Howard Lutnick and his immediate family, through Mr. Brandon G. Lutnick’s position as trustee with decision making control;

(i) 246,114 shares of our Class A common stock held by various trust accounts for the benefit of members of Mr. Howard Lutnick’s immediate family, through Mr. Brandon G. Lutnick’s position as trustee with decision making control; and

(j) 99,146 shares of our Class A common stock held by LFA, LLC (“LFA”), through Mr. Brandon G. Lutnick’s position as manager of LFA.

(12) Percentage based on (a) 158,917,951 shares of our Class A common stock outstanding as of October 31, 2025, (b) 21,285,533 shares of our Class A common stock acquirable upon conversion of 21,285,533 shares of our Class B common stock held by Cantor and CFGM, and (c) 18,319,455 shares of our Class A common stock acquirable upon exchange of 19,787,703 Newmark Holdings exchangeable limited partnership units held by Cantor.

(13) Mr. Gosin’s holdings consists of (a) 4,199,995 shares of our Class A common stock held directly and (b) 327,804 shares of our Class A common stock acquirable upon exchange of 354,076 Newmark Holdings exchangeable limited partnership units.

(14) Percentage based on (a) 158,917,951 shares of our Class A common stock outstanding as of October 31, 2025, and (b) 327,804 shares of our Class A common stock acquirable upon exchange of 354,076 Newmark Holdings exchangeable limited partnership units held by Mr. Gosin.

(15) Mr. Merkel’s holdings consist of (a) 59,605 shares of our Class A common stock held directly, (b) 2,901 shares of our Class A common stock held in trusts for the benefit of the Mr. Merkel’s immediate family, of which Mr. Merkel’s spouse is the sole trustee of each trust and Mr. Merkel has the power to remove and replace such trustee, and (c) 11,491 shares of our Class A common stock held in Mr. Merkel’s 401(k) Plan account as of October 31, 2025.

(16) Mr. Rispoli’s holdings consists of (a) 87,204 shares of our Class A common stock held directly and (b) 33,307 shares of our Class A common stock acquirable upon exchange of 35,976 Newmark Holdings exchangeable limited partnership units.

(17) Mr. Alvarado’s holdings consist of (a)  14,103 shares of our Class A common stock held directly, (b) 7,918 shares of our Class A common stock held pursuant to restricted stock awards for which Mr. Alvarado has voting power, and (c) 7,157 shares of our Class A common stock acquirable upon exchange of 7,731 Newmark Holdings exchangeable limited partnership units held by Mr. Alvarado.

(18) Mr. Kyle Lutnick’s holdings consist of (a)  6,006 shares of our Class A common stock held directly and (b) 537 shares of our Class A common stock held in Mr. Kyle Lutnick’s 401(k) Plan account as of October 31, 2025.

(19) Ms. Bauer’s holdings consist of 56,104 shares of our Class A common stock held directly.

(20) Mr. McIntyre’s holdings consist of 36,845 shares of our Class A common stock held directly.

(21) Mr. Itzkowitz’s holdings consist of 38,754 shares of our Class A common stock held directly.