Sec Form 3 Filing - Lutnick Brandon @ NEWMARK GROUP, INC. - 2025-10-06

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Lutnick Brandon 2. Issuer Name and Ticker or Trading Symbol NEWMARK GROUP, INC. [ NMRK] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 499 PARK AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 10/06/2025 (Street) NEW YORK, NY10022 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A Common Stock, par value $0.01 per share 3,335 D Class A Common Stock, par value $0.01 per share 4,388,045 I See Footnotes ( 1 ) ( 2 ) ( 5 ) ( 6 ) Class B Common Stock, par value $0.01 per share 21,285,533 I See Footnotes ( 1 ) ( 3 ) ( 5 ) ( 6 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Newmark Holdings Exchangeable Limited Partnership Interests ( 4 ) ( 4 ) ( 4 ) See Footnote ( 4 ) 18,349,137 I See Footnotes ( 1 ) ( 4 ) ( 5 ) ( 6 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Lutnick Brandon 499 PARK AVENUE NEW YORK, NY10022 X X Signatures /s/ Brandon G. Lutnick 10/06/2025 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On October 6 , 2025, the reporting person, through trusts for which he is trustee with decision making control, closed the purchase from Howard W. Lutnick, in Howard W. Lutnick's capacity as trustee of certain trusts, of (i) all of the voting shares of CF Group Management, Inc. ("CFGM"), which is the Managing General Partner of Cantor Fitzgerald, L.P. ("CFLP"), and (ii) all of the outstanding equity interests in KBCR Management Partners, LLC ("KBCR") and Tangible Benefits, LLC ("Tangible Benefits"). The shares of Class A common stock, par value $0.01 per share ("Class A Common Stock") and shares of Class B common stock, par value $0.01 per share ("Class B Common Stock") of Newmark Group, Inc. (the "Company") held by these entities are included on this report as indirectly beneficially owned by the reporting person. ( 2 )Consists of 4,388,045 shares of Class A Common Stock held indirectly, consisting of (i) 1,025,612 shares of Class A Common Stock held by CFGM, (ii) 1,362,415 shares of Class A Common Stock held by KBCR, (iii) 746,955 shares of Class A Common Stock held by Tangible Benefits, (iv) 99,146 shares of Class A Common Stock held by LFA, LLC ("LFA"), (v) 907,803 shares of Class A Common Stock held by various trust accounts for the benefit of the descendants of Mr. Howard W. Lutnick and his immediate family, and (vi) 246,114 shares of Class A Common Stock held by various other trust accounts for the benefit of Mr. Howard W. Lutnick's immediate family. ( 3 )Consists of 21,285,533 shares of the Company's Class B Common Stock held indirectly, consisting of (i) 20,932,207 shares of Class B Common Stock held by CFLP and (ii) 353,326 shares of Class B Common Stock held by CFGM. The shares of Class B Common Stock are convertible at any time on a one-for-one basis (subject to adjustment) into shares of Class A Common Stock. ( 4 )Consists of 19,787,703 exchangeable limited partnership interests ("Interests") in Newmark Holdings, L.P. ("Newmark Holdings") held by CFLP. The exchange rights with respect to the Interests held by CFLP are exercisable at any time for shares of Class B Common Stock, or, at CFLP's option, Class A Common Stock, at the then-current exchange ratio (which is 0.9273 as of October 6, 2025), which is subject to adjustment. ( 5 )CFGM is the Managing General Partner of CFLP and KBCR is a non-managing General Partner of CFLP. Securities held by CFGM and CFLP are included on this report because the reporting person is the Chairman and Chief Executive Officer and also the trustee with decision making control of trusts that hold all of the voting shares of CFGM. As a result of his beneficial ownership of CFGM and CFLP, the reporting person may, solely for purposes of Section 16, of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), be deemed a "director by deputization." Securities held by KBCR, Tangible Benefits, and LFA are included on this report because of the reporting person's position as the manager of each entity and through the reporting person's control of ( 6 )(Continued from Footnote 5) KBCR and Tangible Benefits as trustee with decision making control of trusts which hold all of the issued and outstanding equity interests of KBCR and Tangible Benefits. Securities held by the trusts described in this report are included on this report because (i) the beneficiaries of such trusts include the reporting person and/or members of his immediate family, and (ii) of the reporting person's position as trustee with decision making control. The reporting person disclaims beneficial ownership of all securities held by CFGM, CFLP, KBCR, Tangible Benefits, and LFA, in excess of his pecuniary interest, if any, and this report shall not be deemed an admission that he is the beneficial owner of, or has pecuniary interest in, any such excess securities for purposes of Section 16 of the Exchange Act, or for any other purpose.

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