DEF 14A of Newmark Group, Inc., Aug 7, 2026

DEF 14A of Newmark Group, Inc.

Filed Aug 7, 2026 · FY20250001213900-26-086659

Open on EDGAR

  1. PROPOSAL 1 — ELECTION OF DIRECTORS

    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.

  2. Information About Our Directors

    Information About Our Directors

  3. Information About Our Directors

    | Name | Age | Director Since | Biographies | | Stephen M. Merkel | 68 | 2025 | Mr. Merkel has been a director of our Company since February 2025 and serves as Chairman of our Board. Mr. Merkel has served as our Executive Vice President and Chief Legal Officer since 2019. Mr. Merkel is Executive Vice Chairman, Executive Managing Director, and General Counsel for the Cantor Fitzgerald, L.P. (“Cantor”) group of companies, including Cantor, CF Group Management, Inc. (“CFGM”) and Cantor Fitzgerald & Co (“CF&Co”). Cantor and CFGM are our parent companies and CF&Co is a subsidiary of Cantor and is our affiliate. Mr. Merkel has served as our affiliate BGC Group, Inc.’s (“BGC,” including its predecessors eSpeed Inc. and BGC Partners, Inc., the latter of which is also referred to herein as “BGC Partners,” where appropriate) Executive Vice President and General Counsel since 2001. Since February 2025, Mr. Merkel has served as a director of BGC and as Chairman of BGC’s board of directors. Mr. Merkel also holds offices at and provides services to various other affiliates of Cantor and provides services to BGC’s and Newmark’s operating partnerships and subsidiaries, as applicable. Prior to joining Cantor in 1993, Mr. Merkel was Vice President and Assistant General Counsel at Goldman Sachs & Co., dedicated to the J. Aron Division, and prior to that, he was an associate with the law firm of Paul, Weiss, Rifkind, Wharton & Garrison. Prior to that, he was a law clerk for the Honorable Irving R. Kaufman of the U.S. Court of Appeals for the Second Circuit. Mr. Merkel received a Bachelor’s degree with a major in History and Sociology of Science from the University of Pennsylvania and received his law degree from the University of Michigan Law School. | | Kyle S. Lutnick | 30 | 2025 | Mr. Kyle S. Lutnick (“Mr. Kyle Lutnick”) has been a director of our Company since February 2025 and has served as our Chief Strategy Officer since May 2026. He has served as Executive Vice Chairman of Cantor since February 2025 and President of CFGM since February 2025. He also serves as a director of the Cantor Fitzgerald Relief Fund. From 2024 to 2025, he served as Global Managing Director of Knotel, Inc. (“Knotel”), Newmark’s flexible office and workspace business. From 2022 to 2024, he held positions within Knotel, including General Manager of UK & EMEA and Vice President of Business Development. Prior to joining Knotel, from 2020 to 2021, Mr. Kyle Lutnick was part of Newmark’s retail advisory team, where he advised clients in New York City. In 2019, Mr. Kyle Lutnick graduated from Stanford University with a Bachelor’s degree in Psychology. Mr. Kyle Lutnick is the son of our former Executive Chairman, Mr. Howard W. Lutnick (“Mr. Howard Lutnick”) |

  4. Information About Our Directors

    | Name | Age | Director Since | Biographies | | Virginia S. Bauer | 70 | 2018 | Ms. Bauer has been a director of our Company since June 2018. From 2010 to 2022, Ms. Bauer served as Chief Executive Officer of GTBM, Inc., a security technology company that develops and markets proprietary software solutions, where she currently serves as an advisor. Prior thereto, Ms. Bauer served as Senior Vice President of Covenant House International from 2009 to 2010, as the Secretary of Commerce for the State of New Jersey from 2004 to 2008, and as Director of the New Jersey Lottery Commission from 2003 to 2004. In addition, Ms. Bauer has served on the board of directors of the New Jersey Economic Development Authority since January 2020, on the Foundation Board of Monmouth Medical Center since 2009 and on the board of directors of the National September 11 Memorial & Museum since 2008. She previously served on the Board of Commissioners of The Port Authority of New York and New Jersey from 2008 to 2012 and on the Advisory Board of the Lower Manhattan Development Corporation from 2001 to 2004. She received an undergraduate degree from Rosemont College. | | Jay Itzkowitz | 66 | 2022 | Mr. Itzkowitz has been a director of our Company since August 2022. Mr. Itzkowitz is an experienced real estate and mergers and acquisitions attorney. Since 2016, Mr. Itzkowitz has been the Executive Vice President and General Counsel of S.D. Malkin Properties, a Connecticut-based real estate investment firm. Mr. Itzkowitz holds senior positions in affiliates of S.D. Malkin Properties, including Value Retail PLC, the London-based owner and operator of large-scale premium shopping villages in Europe and China, and NY Hockey Holdings, the holding company of the New York Islanders and UBS Arena. From 2013 to 2016, Mr. Itzkowitz served as Senior Vice President and General Counsel for Los Angeles-based Anuvu Operations LLC (formerly Global Eagle Entertainment Inc.). From 2004 to 2014, Mr. Itzkowitz served as a Senior Managing Director of Cantor and affiliated entities. Prior to joining Cantor, Mr. Itzkowitz practiced law at Hogan Lovells Cadwalader (formerly Hogan & Hartson L.L.P.) and was Head of Mergers & Acquisitions for Vivendi Universal S.A. in New York and Paris. From 1992 to 2002, Mr. Itzkowitz held senior legal positions at The News Corporation Limited and its affiliate Fox Entertainment Group in Los Angeles, London, and New York. Prior to joining News Corporation, Mr. Itzkowitz practiced law at the firm of Paul, Weiss, Rifkind, Wharton & Garrison, LLP. In addition, Mr. Itzkowitz has served on the Board of Pininfarina S.p.A., a Milan Stock Exchange-listed automotive design firm, and since December 2025, has served as Vice Chairman of the Board. Mr. Itzkowitz graduated from Rutgers University School of Law and Harvard College. |

  5. Information About Our Directors

    | Name | Age | Director Since | Biographies | | Kenneth A. McIntyre | 65 | 2020 | Mr. McIntyre has been a director of our Company since January 2020. Mr. McIntyre has over 30 years of experience in the commercial real estate industry. Since February 2020, Mr. McIntyre has been the Chief Executive Officer of the Real Estate Executive Council (“REEC”), having served as a founding member of the board of directors of the organization since 2003. REEC is a preeminent trade association in the U.S. for minority commercial real estate professionals. Since 2012, Mr. McIntyre has been the Founder and Managing Principal of PassPort Real Estate, LLC, a New York-based consulting firm focused on advising developers and institutions on commercial real estate deals and platform structuring. His clients have included the Real Estate Associate Program (Project REAP), a non-profit that is focused on increasing the diversity of talent in the commercial real estate industry, where he served as the Executive Director, and The Port Authority of New York and New Jersey, where he served as Executive Advisor to the Office of Diversity & Inclusion. Mr. McIntyre was a Senior Vice President and Head of Commercial Real Estate at Hudson City Savings Bank from May 2014 to May 2016. Prior to joining Hudson City Savings Bank, Mr. McIntyre was a Managing Director in MetLife’s Real Estate Investments Group with various responsibilities across both the debt and equity portfolios, including Head of Equity Acquisitions; Head of Strategic Initiatives; Head of Real Estate Capital Markets; and Head of Commercial Mortgage Production and Pricing. Prior to joining MetLife, Mr. McIntyre held senior origination and relationship management roles at KeyBank, GE Capital Real Estate, UBS and Chase. Since March 2021, Mr. McIntyre has served on the Board of Trustees of Acadia Realty Trust. In addition, he is a member of The Real Estate Roundtable, where he serves on the Equity, Diversity and Inclusion Committee. Mr. McIntyre is also a Member of the Board of Governors for the Real Estate Board of New York and serves on the boards of directors of the National Jazz Museum of Harlem and the Yorkville Youth Athletic Association. Mr. McIntyre graduated from Florida A&M University with a degree in Economics and a concentration in Banking and Finance. |

  6. RECOMMENDATION OF OUR BOARD 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.

  7. Controlled Company Status

    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.

  8. Independence of Directors

    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 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.

  9. Recent Board of Directors and Executive Officers Changes and Mr. Howard Lutnick Divestiture

    Recent Board of Directors and Executive Officers Changes and Mr. Howard Lutnick Divestiture On February 18, 2025, Mr. Howard Lutnick was confirmed by the United States Senate as the 41st Secretary of Commerce. Following his confirmation, Mr. Howard Lutnick stepped down as Chairman of the Board and Executive Chairman of the Company. On February 18, 2025, the Board appointed Mr. Kyle Lutnick, son of Mr. Howard 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. Howard Lutnick’s departure and divestiture. On October 6, 2025, Mr. Howard Lutnick completed the divestiture of his holdings in the Company, Cantor and CFGM in compliance with U.S. government ethics rules, including through the sale of all of the voting shares of CFGM and outstanding equity interests in various entities and family trusts that hold our common stock to trusts controlled by Mr. Brandon Lutnick. See “Certain Relationships and Related Transactions, and Director Independence — 2025 Howard W. Lutnick Divestiture Events and Lutnick Family Voting and Transfer Agreement” for more information. On April 7, 2025, the Board appointed Mr. Luis Alvarado to serve as our Chief Operating Officer. On May 19, 2026, the Company appointed Mr. Kyle Lutnick to serve as Chief Strategy Officer of the Company.

  10. Overview of Compensation and Processes

    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. Historically in prior years, at or around the year-end or first quarter Compensation Committee meetings, Mr. Howard Lutnick, in his 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. With respect to the determination of compensation for executive officers, the Committee has historically reviewed information from Mr. Howard 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. Howard Lutnick during the periods where he served as an executive officer. Beginning with compensation for fiscal year 2025, Mr. Gosin and our other executive officers separately presented recommendations to our Compensation Committee with respect to their compensation and the compensation of the other executive officers. The Committee also met separately in executive sessions with the Advisor outside the presence of our executive officers to discuss compensation. The Committee deliberated on compensation decisions with respect to all executive officers with recommendations from the executive officers, members of our Board, and from time to time with recommendations of our controlling stockholder. When making its final compensation deliberations, the Committee met separately in executive sessions outside the presence of our executive officers. The Compensation Committee will continue to maintain its process of deliberation and to make the sole determination of the compensation of all 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.

  11. Equity Plan and Participation Plan Awards

    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.

  12. Discretionary and Retentive Partnership Opportunities

    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 program 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.

  13. Tax and Accounting Treatment

    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 27. Compensation” in the notes to the consolidated financial statements included in Part II, Item 8 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

  14. Forfeiture and Recoupment

    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.

  15. Consideration of Peer Data for 2025 and Other Factors

    Consideration of Peer Data for 2025 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. Items noted during the Committee’s review included growth in fees from management services, servicing, and other, leasing, capital markets, consolidated fee revenues and consolidated total revenues, and increases in 2025 volumes in investment sales and in total debt (which includes GSE and non-GSE commercial and multifamily originations, in all cases as compared to peers in the relevant 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.

  16. Base Salary

    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.

  17. Incentive Plan Awards

    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.

  18. Incentive Plan Bonus Goals for 2025

    Incentive Plan Bonus Goals for 2025 In April 2025, our Compensation Committee determined that Messrs. Gosin, Rispoli, Alvarado and Merkel, our executive officers for 2025, would be participating executives for 2025 in our Incentive Plan. Mr. Howard Lutnick was not a participating executive for 2025 because he stepped down before the Committee designated the participating executives for the Incentive Plan for 2025. For 2025, 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 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 achieved 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 increased its market penetration for any product or business into any new market or geography in 2025 as compared to 2024, (iv) the Company has increased 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 achieved 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 achieved in 2025 the strategic hire, retention or development of key personnel in competitive market conditions, or (vii) the Company achieved in 2025 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.

  19. Incentive Plan Bonuses Awarded for 2025

    Incentive Plan Bonuses Awarded for 2025 On February 18, 2026, having determined that the Performance Goals established in the first quarter of 2025 had been met for 2025, our Compensation Committee made awards to the participating executive officers for 2025 under our Incentive Plan. The awards were granted using a stock price of $15.50 on February 18, 2026, as adjusted by the 0.9264 exchange ratio in effect as of such date, resulting in a per Newmark Holdings unit price of $14.36, 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 2025 Incentive Plan awards to Messrs. Merkel and Alvarado 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 2025 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 Messrs. Merkel and Alvarado’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 2025, 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 2025 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 specific Incentive Plan awards to our executive officers were as follows: • Mr. Rispoli’s aggregate bonus of $1,500,000 for 2025 was paid $1,050,000 in current cash compensation and $450,000 in a long-term partnership award represented by 15,669 non-exchangeable PSUs and 15,669 non-exchangeable PPSUs with a determination price of $14.36 per unit. In exercising its discretion regarding the amount and form of this award, the Compensation Committee noted Mr. Rispoli’s leadership and efforts in 2025 as well as his contribution to the Company’s ongoing financial strategy, treasury and other financial matters, and the Company’s improved performance in 2025. 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 $1,300,000 for 2025 was paid $812,500 in current cash compensation and $487,500 in a long-term partnership award represented by 16,974 non-exchangeable PSUs and 16,974 non-exchangeable PPSUs with a determination price of $14.36 per unit. 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, personnel and regulatory matters during the year, as well as his additional expected management responsibilities before and after Mr. Howard Lutnick’s departure. • Mr. Alvarado’s aggregate bonus of $2,150,000 for 2025 was paid $1,190,000 in current cash compensation and $960,000 in a long-term partnership award represented by 33,426 non-exchangeable PSUs and 33,426 non-exchangeable PPSUs with a determination price of $14.36 per unit. In exercising its discretion regarding the amount and form of this award, the Compensation Committee noted Mr. Alvarado’s broker and client management and leadership and improved performance. As noted below, the compensation attributed to fiscal year 2025 for Mr. Gosin was previously awarded to him under his employment agreement. See “Executive Compensation — Employment Agreements Awards — Gosin Employment Agreement Awards” for more information.

  20. Incentive Plan Bonus Goals for 2026

    Incentive Plan Bonus Goals for 2026 In April 2026, the Compensation Committee determined that Messrs. Gosin, Merkel, Rispoli and Alvarado, our current executive officers, would be participating executives for 2026 in the Incentive Plan. For 2026, 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 2026, as calculated on substantially the same basis as in the Company’s earnings release for the fiscal year ended December 31, 2025, (ii) the Company achieves improvement or percentage growth in gross revenue or total or net transaction volumes for any product for 2026 as compared to 2025 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, 2026, in each case calculated on substantially the same basis as in the Company’s 2025 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 2026 as compared to 2025, (iv) the Company increases its revenue for any product or business so as to achieve greater diversification of its existing businesses in 2026 as compared to 2025, (v) the Company achieves the successful execution in 2026 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 2026 the strategic hire, retention or development of key personnel in competitive market conditions, (vii) the Company meaningfully engages in 2026 in automation initiatives, AI adoption and other appropriate technology efficiencies or progression, or (viii) the Company achieves in 2026 other strategic or significant performance as recognized by the Compensation Committee in its sole discretion (collectively, the “2026 Performance Goals”). The 2026 Performance Goals, in each case, are expected to be reviewed by the Compensation Committee with no particular weighting toward any specific 2026 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 2026 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 2026 Performance Goals or any other corporate, as well as individual, performance objectives have been achieved. The Committee retains discretion to authorize bonuses and other awards, as well as other compensation, to the participating executives regardless of whether or not such bonuses or other compensation is tax deductible by the Company under tax law in effect at such time.

  21. Employment Agreement 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 2027, 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.

  22. Gosin Employment Agreement Awards

    Gosin Employment Agreement Awards Mr. Gosin received a $1,500,000 cash bonus award for 2025 pursuant to the terms of the 2024 Gosin Employment Agreement (as defined below). Additionally (i) 1,145,474 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 0.9258, were converted into 1,237,280 non-exchangeable PSUs on December 31, 2025; and (ii) 423,729 NPSUs of Mr. Gosin’s NPSUs previously awarded under the 2024 Gosin Employment Agreement, as adjusted by the then-current exchange ratio of 0.9258, were converted into 457,689 non-exchangeable PSUs on December 31, 2025. See “Executive Compensation — Employment Agreements — Gosin Employment Agreement” below for more information on the schedule and criteria for the NPSUs granted pursuant to the 2023 Gosin Employment Agreement and the 2024 Gosin Employment Agreement, to convert into non-exchangeable PSUs and to receive exchange rights.

  23. Rispoli Employment Agreement Awards

    Rispoli 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.

  24. Vesting, Replacement and Exchange Right Grants in 2025

    Vesting, Replacement and Exchange Right Grants in 2025 On February 5, 2025, the Compensation Committee granted Mr. Howard 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. Howard 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.” On December 31, 2025, Mr. Gosin received exchange rights on (i) 1/7th of the 1,237,624 Newmark Holdings PSUs converted on April 1, 2023, (ii) 1/6th of the 1,240,901 Newmark PSUs converted on December 31, 2024; and (iii) 1/5th of 1,238,620 Newmark PSUs converted on August 14, 2024 resulting in an aggregate of 531,022 exchangeable Newmark Holdings PSUs.

  25. Vesting, Replacement and Exchange Right Grants in 2026

    Vesting, Replacement and Exchange Right Grants in 2026 On March 15, 2026, 64,292 of Mr. Rispoli’s RSUs vested pursuant to the vesting schedule of the RSUs granted under the Rispoli Employment Agreement, delivered less 32,824 shares withheld by Newmark for taxes at $14.19 per share, in the amount of 31,468 net shares. On March 15, 2026, 3,887 of Mr. Alvarado’s RSUs vested pursuant to the vesting schedule of the RSUs, delivered less 1,543 shares withheld by Newmark for taxes at $14.19 per share, in the amount of 2,344 net shares. On March 15, 2026, 1,501 of Mr. Kyle Lutnick’s RSUs vested pursuant to the vesting schedule of the RSUs, delivered less 680 shares withheld by Newmark for taxes at $14.19 per share, in the amount of 821 net shares.

  26. Former Standing Policy for Howard W. Lutnick

    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. Howard 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. Howard 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. Howard 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. Howard Lutnick’s right to accept or waive any opportunity offered to him to participate in any such opportunity would be cumulative (and, accordingly, Mr. Howard 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. On January 2, 2025, pursuant to the Standing Policy, and in connection with a grant of exchangeability made to Newmark Holdings units held by Mr. Gosin pursuant to the terms of the 2023 Gosin Employment Agreement, the Company granted exchange rights and monetization rights under the Standing Policy to Mr. Howard Lutnick, and he elected to accept 101,133 exchange rights with respect to 101,133 previously awarded PSUs that were previously non-exchangeable. As of February 18, 2025, the date that Mr. Howard Lutnick stepped down from his positions with the Company, Mr. Howard Lutnick no longer had units for which he had previously waived monetization rights and for which he could have future monetization rights pursuant to the Standing Policy.

  27. Pension Benefits

    Pension Benefits We do not currently provide pension arrangements or post-retirement health coverage for our employees.

  28. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation We do not provide any nonqualified deferred compensation plans to our employees.

  29. Summary Compensation Table

    Summary Compensation Table

  30. Summary Compensation Table

    | (a) Name and Principal Position | (b) Year | (c) Salary ($) | (d) Bonus ($)(1) | (e) Equity Awards ($)(2)(3) | (f) Option Awards ($) | (g) Non-Equity Incentive Plan Compensation ($)(4) | (h) Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | (i) All Other Compensation ($) | (j) Total ($) | | Barry M. Gosin, | 2025 | 1,000,000 | 1,500,000 | —* | — | — | — | 168,848(5) | 2,668,848* | | Chief Executive Officer | 2024 | 1,000,000 | 6,500,000 | 20,000,000 | — | — | — | 159,664(5) | 27,659,664 | | | 2023 | 1,000,000 | 6,500,000 | 40,000,000 | — | — | — | 238,735(5) | 47,738,735 | | Michael J. Rispoli, | 2025 | 850,000 | — | — | — | 1,500,000 | — | — | 2,350,000 | | Chief Financial | 2024 | 850,000 | — | — | — | 600,000 | — | — | 1,450,000 | | Officer | 2023 | 850,000 | — | — | — | 500,000 | — | — | 1,350,000 | | Stephen M. Merkel, | 2025 | 500,000 | | | — | 1,300,000 | — | — | 1,800,000 | | Chief Legal Officer | 2024 | 500,000 | — | — | — | 1,150,000 | — | — | 1,650,000 | | | 2023 | 500,000 | — | — | — | 1,000,000 | — | — | 1,500,000 | | Luis A. Alvarado, | 2025 | 953,846 | — | | | 2,150,000 | — | — | 3,103,846 | | Chief Operating Officer(6) | 2024 | — | — | — | — | — | — | — | — | | | 2023 | — | — | — | — | — | — | — | — | | Howard W. Lutnick, | 2025 | 136,986 | — | 5,792,626 | — | — | — | — | 5,929,612 | | Former Executive Chairman(7) | 2024 | 1,000,000 | 10,000,000 | — | — | 9,000,000 | — | — | 20,000,000 | | | 2023 | 1,000,000 | 10,000,000 | — | — | 9,000,000 | — | — | 20,000,000 |

  31. Summary Compensation Table

    ____________ * The amount for Mr. Gosin excludes $15,000,000 of awards granted in prior periods, which were instead reported in the year of grant ($10,000,000 in 2023 and $5,000,000 in 2024) in accordance with SEC disclosure rules. These amounts were attributed by the Compensation Committee to be part of Mr. Gosin’s 2025 compensation package. Accordingly, if these amounts had been included in Mr. Gosin’s 2025 compensation in the Summary Compensation Table above, the Total Compensation for 2025 reported under column (j) above for Mr. Gosin would have been $17,668,648. (1) For Mr. Gosin, the $1,500,000 in Column (d) for 2025 represents the $1,500,000 cash bonus Mr. Gosin received with respect to 2025 pursuant to the terms of the 2023 Gosin Employment Agreement, (ii) 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 2024 pursuant to the terms of the 2023 Gosin Employment Agreement, and (iii) 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. For Mr. Howard Lutnick, Column (d) includes $10,000,000 paid to Mr. Howard Lutnick in each of 2024 and 2023 in connection with the Historical Lutnick Award described above under “Historical Lutnick Award.” (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 prior years relating to these previously reported units. (3) Gosin column (e) summary The 2025 amount under column (e) for Mr. Gosin excludes the grant date fair values of the awards previously issued to Mr. Gosin under the 2023 Gosin Employment Agreement and 2024 Gosin Employment Agreement as noted below, which is each disclosed in its entirety in its respective grant year in accordance with SEC rules, but were attributed by the Compensation Committee to have been part of Mr. Gosin’s compensation with respect to calendar year 2025 due to their exchangeability set forth in the applicable employment agreement ($10,000,000 attributed to calendar year 2025 from the 2023 Gosin Employment Agreement Award and $5,000,000 attributed to calendar year 2025 from the 2024 Gosin Employment Agreement Award). Including only these attributed amounts to Mr. Gosin’s 2025 compensation in the Summary Compensation Table would result in the amount of $17,668,648 being reported for Mr. Gosin in 2025 under column (j). 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 value of this award is disclosed in its entirety in calendar year 2024 in accordance with SEC rules but is attributed by the Compensation Committee to be part of Mr. Gosin’s compensation with respect to each of calendar years 2026 and 2025 ($15,000,000 to be attributed to calendar year 2026 and $5,000,000 attributed to calendar year 2025. Including only these attributed amounts to Mr. Gosin’s 2024 compensation in the Summary Compensation Table (and including the amounts attributed to 2024 relating to Mr. Gosin’s $40,000,000 award granted in 2023 as described below) would result in the amount of $17,659,664 being reported for Mr. Gosin in 2024 under column (j). 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 value of this award is disclosed in its entirety 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 these attributed amounts to Mr. Gosin’s 2023 compensation in the Summary Compensation Table would result in the amount of $17,738,735 being reported for Mr. Gosin in 2023 under column (j). 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. Howard Lutnick column (e) summary The 2025 amount of $5,792,626 under column (e) for Mr. Lutnick represents the aggregate fair value of the exchange of 250,000 exchangeable PSUs into 250,000 shares of our Company Class A common stock at $14.14 per share and the exchange of 250,000 exchangeable PPSUs for their determination amount of $2,512,000. These 250,000 PSUs and 250,000 PPSUs were issued to Mr. Howard Lutnick in connection with the monetization of long-term incentive awards originally issued to Mr. Howard Lutnick in 2019 in the form of NPSUs and PNPSUs, which were not previously included in column (g) at full notional value. Rispoli column (e) summary The compensation amounts for 2025, 2024, and 2023 for Mr. Rispoli exclude the previously reported 2022 amount of $5,650,000 under column (e) for Mr. Rispoli which represented 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 these attributed amounts to Mr. Rispoli’s 2025, 2024, and 2023 compensation in the Summary Compensation Table would result in the amounts of $3,850,000, $2,950,000, $2,850,000 being reported for Mr. Rispoli for 2025, 2024, and 2023, respectively, under column (j). 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 is included in “Note 27. Compensation” to the consolidated financial statements included in Part II, Item 8 of the 2025 Form 10-K Alvarado column (e) summary

  32. Summary Compensation Table

    Column (e) does not include Mr. Alvarado’s partnership units awarded to and held by Mr. Alvarado prior to his appointment as Chief Operating Officer on April 7, 2025. Column (e) also does not include the grant of 88,731 NPSUs Mr. Alvarado received in connection with his appointment because these awards were attributed to his 2024 compensation. These do not represent a right to acquire shares of Newmark Class A common stock, nor do they entitle Mr. Alvarado to receive post-termination cash payments. These will be included if and when an exchange right is granted or common stock is issued in connection with the redemption of these units. See “Tax and Accounting Treatment” for more information about how limited partnership units are accounted for. (4) The awards represented in column (g) for 2025 reflect the bonus awards to our named executive officers (“NEOs”) under our Incentive Plan, which typically are granted in a combination of cash and partnership unit awards, and were approved on February 18, 2026. For 2025, Mr. Rispoli’s Incentive Plan bonus was paid $1,050,000 in cash and $450,000 in the form of 15,669 non-exchangeable PSUs and 15,669 non-exchangeable PPSUs. For 2025, Mr. Merkel’s Incentive Plan bonus was paid $812,500 in cash and $487,500 in the form of 16,974 non-exchangeable PSUs and 16,974 non-exchangeable PPSUs. For 2025, Mr. Alvarado’s Incentive Plan bonus was paid $1,190,000 in cash compensation and $960,000 in the form of 33,426 non-exchangeable PSUs and 33,426 non-exchangeable PPSUs. The approval and issuance of Messrs. Rispoli, Merkel, and Alvarado’s PSUs and PPSUs awards were effective as of April 1, 2026 and reflect a price of $14.36 per unit (the closing price of our Class A common stock of $15.50 as of February 18, 2026 as adjusted by the then applicable exchange ratio of 0.9264). For 2024, Mr. Howard 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. Howard 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. (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 $238,735 in 2023, $159,664 in 2024 and $168,848 in 2025. (6) Mr. Alvarado served as Chief Operating Officer of the Company starting on April 7, 2025. The base salary rate of $1,000,000 for Mr. Alvarado was established on April 7, 2025 by our Compensation Committee upon his appointment as an executive officer. The amount reflected for 2025 in column (c) is Mr. Alvarado’s annualized paid amount out of which $725,000 represents the actual paid amount since serving as Chief Operating Officer of the Company starting on April 7, 2025. (7) Mr. Howard Lutnick previously served as Executive Chairman until February 18, 2025, when he stepped down following his confirmation by the United States Senate as the 41st Secretary of Commerce.

  33. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table shows all grants of plan-based awards to the named executive officers in 2025:

  34. Grants of Plan-Based Awards

    | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | (l) | | Name | Grant Date | Estimated Possible Payouts Under Non Equity Incentive Plan | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Grant Awards: Number of Shares of Stock or Units(2) (#) | All Other Grant Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($) | | | | Threshold ($) | Target ($) | Maximum ($)(1) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Barry M. Gosin | | — | — | 25,000,000 | — | — | — | — | — | — | — | | Michael J. Rispoli | | — | — | 25,000,000 | — | — | — | — | — | — | — | | Stephen M. Merkel | | — | — | 25,000,000 | — | — | — | — | — | — | — | | Luis Alvarado | | — | — | 25,000,000 | — | — | — | — | — | — | — | | Howard W. Lutnick (former Executive Chairman) | | — | — | — | — | — | — | — | — | — | — |

  35. Grants of Plan-Based Awards

    (1) The amounts in column (e) reflect the maximum possible individual payment under the Incentive Plan. During 2025, there were no specific minimum or 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 2025 are set forth in column (g) of the Summary Compensation Table. Mr. Howard Lutnick previously served as Executive Chairman until February 18, 2025, when he stepped down following his confirmation by the United States Senate as the 41st Secretary of Commerce. As a result, he was not a participating executive for 2025 because he stepped down before the Compensation Committee designated the participating executives for the Incentive Plan for 2025.

  36. Outstanding Equity Awards at Fiscal Year End

    Outstanding Equity Awards at Fiscal Year End None of the named executive officers held any unexercised options as of December 31, 2025. 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, 2025:

  37. Outstanding Equity Awards at Fiscal Year End

    | | Option Awards | | | | | Stock Awards | | | | | (a) Name | (b) Number of Securities Underlying Unexercised Options/ Exchangeable Units Exercisable/ Exchangeable (#)(1) | (c) Number of Securities Underlying Unexercised Options/ Exchangeable Units Unexercisable/ Unexchangeable (#) | (d) Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)(2) | (e) Option Exercise Price ($) | (f) Option Expiration Date | (g) Number of Shares or Units of Stock That Have Not Vested (#)(3) | (h) Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | (i) Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | (j) Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Barry M. Gosin | 819,424 | — | — | — | — | — | — | — | — | | Michael J. Rispoli | 33,307 | — | — | — | — | — | — | — | — | | | — | — | — | — | — | 642,837 | 11,146,794 | — | — | | Stephen M. Merkel | — | — | — | — | — | — | — | — | — | | Luis. A. Alvarado | 7,158 | | | | | 3,887 | | | | | Howard W. Lutnick (former Executive Chairman) | — | — | — | — | — | — | — | — | — |

  38. Outstanding Equity Awards at Fiscal Year End

    ____________ (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, 2025 at a 1:0.9258 basis (based on the exchange ratio as of December 31, 2025) for shares of Newmark’s Class A common stock. As of December 31, 2025, the closing market price of a share of Class A common stock was $17.34. For Mr. Gosin, column (b) represents 885,098 exchangeable Newmark Holdings PSUs held as of December 31, 2025, which if exchanged at the exchange ratio as of December 31, 2025 for shares of Newmark’s Class A common stock, would be exchanged for 819,424 shares. For Mr. Rispoli, column (b) represents 35,541exchangeable Newmark Holdings PSUs, and 436 exchangeable Newmark Holdings SPUs held as of December 31, 2025, which if exchanged at the exchange ratio as of December 31, 2025 for shares of Newmark’s Class A common stock, would be exchanged for 33,307 shares. Column (b) does not include 34,510 exchangeable PPSUs held by Mr. Rispoli as of December 31, 2025 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 $11.26, for an aggregate of $388,718. For Mr. Alvarado, column (b) represents 7,351.27 exchangeable Newmark Holdings PSUs and 380.34 exchangeable SPUs held as of December 30, 2025, which if exchanged at the exchange ratio as of December 31, 2025 for shares of Newmark’s Class A common stock, would be exchanged for 7,158 shares. Column (b) does not include 6,422 exchangeable PPSUs held by Mr. Alvarado as of December 31, 2025 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 $98,794. As of December 31, 2025, 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. Gosin: 6,506,539 units (inclusive of the non-exchangeable units described below in footnote (2)); Mr. Rispoli: 52,538 units; Mr. Merkel: 73,657 units; Mr. Alvarado 155,209 units; and Mr. Howard Lutnick: 0 units. As of December 31, 2025, 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, 2025 because they did not represent a right to acquire our Class A common stock. As of December 31, 2025, the non-exchangeable Newmark Holdings PPSUs held by the named executive officers were as follows: Mr. Howard Lutnick: 0 units; Mr. Gosin: 0 units; Mr. Rispoli: 52,538 non-exchangeable PPSUs, which had a weighted-average determination price of $11.96, for an aggregate of $628,379; Mr. Merkel: 73,657 non-exchangeable PPSUs, which had a weighted-average determination price of $8.83, for an aggregate of $650,188; and Mr. Alvarado: 65,804 non-exchangeable PPSUs, which had a weighted-average determination price of $9.69, for an aggregate of $627,683. (2) For Mr. Gosin, column (d) excludes the aggregate of (i) 1,238,620 non-exchangeable PSUs that Mr. Gosin received in conversion of 1,145,474 NPSUs, as adjusted by the then current exchange ratio, pursuant to the 2023 Gosin Employment Agreement on December 31, 2025; (ii) the 457,689 non-exchangeable PSUs that Mr. Gosin received in conversion of 423,729 NPSUs, as adjusted by the then current exchange ratio, pursuant to the 2024 Gosin Employment Agreement on December 31, 2025; and the 1,271,186 NPSUs remaining from the award of 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 642,837 Newmark RSUs had an aggregate market value of $11,146,794 as of December 31, 2025, based on the closing price of our Class A common stock of $17.34 on December 31, 2025. See “— Employment Agreements — Rispoli Employment Agreement” for more information on the vesting schedule of these RSUs. Mr. Alvarado’s unvested 3,887 Newmark RSUs had an aggregate market value of $67,401 as of December 31, 2025, based on the closing price of our Class A common stock of $17.34 on December 31, 2025.

  39. Option Exercises and Stock Vested

    Option Exercises and Stock Vested During 2025, Newmark had no outstanding stock options and no options were exercised by any of the named executive officers. During 2025, certain RSUs held by Mr. Rispoli vested pursuant to the terms of the Rispoli Employment Agreement, as detailed in the following table:

  40. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of shares acquired on exercise (#) | Value realized on exercise ($) | Number of shares acquired on vesting (#) | Value realized on vesting ($)(1) | | Michael J. Rispoli | — | — | 57,150 | $795,656 |

  41. Option Exercises and Stock Vested

    ____________ (1) Represents the aggregate fair market value of (i) Mr. Rispoli’s 42,865 shares of Class A common stock that vested on March 15, 2025 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, 2025, which was $12.40, and (ii) Mr. Rispoli’s 14,285 shares of Class A common stock that vested on October 1, 2025 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, 2025, which was $18.49. See “— Employment Agreements — Rispoli Employment Agreement” for more information on the vesting schedule of these RSUs.

  42. Potential Payments upon Termination and Change in Control

    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, 2025 under their change in control and other agreements, described below, as in effect on December 31, 2025. Accordingly, the following disclosure does not reflect changes in circumstances after December 31, 2025. All amounts are determined, where applicable, using the $17.34 closing market price of our Class A common stock as of December 31, 2025, in accordance with SEC rules, and the exchange ratio of 0.9264 as of December 31, 2025. 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. The following table excludes information relating to Mr. Howard Lutnick who previously served as Executive Chairman until February 18, 2025, when he stepped down following his confirmation by the United States Senate as the 41st Secretary of Commerce. Mr. Howard Lutnick was not entitled to any payments or benefits in connection with his stepping down and the termination of his employment.

  43. Potential Payments upon Termination and Change in Control

    | Name | Base Salary | Bonus ($) | Earned but Unpaid Commissions | Lump-Sum Payment | Non- Compete Payments ($) | Vesting of Equity Compensation ($) | Welfare Benefit Continuation ($) | Tax Gross- Up Payment ($) | Total ($) | | Barry M. Gosin(1)(2)(3)(4) | | | | | | | | | | | Continuation of employment in connection with a Change in Control | | | | | | 106,087,746 | | | 106,087,746 | | Termination of employment due to death prior to a Change of Control | — | 1,500,000 | — | — | | 106,087,746 | — | — | 107,587,746 | | Termination of employment due to permanent physical disability prior to a Change of Control | — | 1,500,000 | — | — | | 84,045,981 | — | — | 85,545,981 | | Termination of employment without Cause during the term of the Employment Agreement other than death or permanent physical disability | 1,000,000 | 3,000,000 | — | — | 2,000,000 | 106,087,746 | — | — | 112,087,746 | | Termination of Employment without Cause in connection with a Change of Control | — | — | — | 12,500,000 | 2,000,000 | 106,087,746 | 76,4888 | — | 120,664,234 | | Michael J. Rispoli(5)(6) | | | | | | | | | | | Continuation of employment in connection with a Change in Control | | | | | | 12,378,924 | | | 12,378,924 | | Termination of employment without Cause in connection with a Change of Control | — | — | — | 1,500,000 | — | 12,378,924 | 34,558 | — | 13,878,924 | | Stephen M. Merkel(7)(8) | | | | | | | | | | | Continuation of employment in connection with a Change in Control | | | — | | | 1,832,633 | | | 1,832,633 | | Termination of employment due to death prior to a Change of Control | — | | — | — | | 1,832,633 | | — | 1,832,633 | | Termination of employment without Cause in connection with a Change of Control | 500,000 | 1,300,000 | — | | | 1,832,633 | 145,371 | — | 3,778,004 | | Luis A. Alvarado(9) | | | | | | | | | | | Termination of employment without Cause | | | | | | 1,538,596 | | | 1,538,596 |

  44. Potential Payments upon Termination and Change in Control

    (1) 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 (1st) through third (3rd) anniversaries of such termination or (z) exchanged into restricted shares of stock and become transferable ratably over the first (1st) through third (3rd) anniversaries of such termination. See “— Employment Agreements — Gosin Employment Agreement” below. As of December 31, 2025, Mr. Gosin held 6,506,558 non-exchangeable units, of which 5,235,372 were not a portion of the Deferred Comp Bonuses in NPSU form. Based on the closing price of our Class A common stock of $17.34 on December 31, 2025 and the exchange ratio of 0.9258 as of December 31, 2025 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 $84,045,381. (2) 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 (1st) through third (3rd) anniversaries of such termination or (z) exchanged into restricted shares of stock and become transferable ratably over the first (1st) through third (3rd) anniversaries of such termination. See “— Employment Agreements — Gosin Employment Agreement” below. As of December 31, 2025, Mr. Gosin held 6,506,558 non-exchangeable units. Based on the closing price of our Class A common stock of $17.34 on December 31, 2025 and the exchange ratio of 0.9258 as of December 31, 2025 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 $106,087,746. (3) 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 (1st) through third (3rd) anniversaries of such termination or (z) exchanged into restricted shares of stock and become transferable ratably over the first (1st) through third (3rd) 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, 2025, Mr. Gosin held 6,506,558 non-exchangeable units. Based on the closing price of our Class A common stock of $17.34 on December 31, 2025 and the exchange ratio of 0.9258 as of December 31, 2025 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 $106,087,746. (4) As of December 31, 2025, 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. (5) 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, 2025, Mr. Rispoli held 52,538 non-exchangeable PSUs. Based on the closing price of our Class A common stock of $17.34 on December 31, 2025 and the exchange ratio of 0.9258 as of December 31, 2025, the value of monetization of his units would have been $843,412. As of December 31, 2025, Mr. Rispoli held 52,538 PPSUs with a determination amount of $388,718. As of December 31, 2025, Mr. Rispoli held 642,837 RSUs. Based on the closing price of Class A common stock of $17.34 on December 31, 2025, these 642,837 RSUs had a value of $11,146,794. (6) 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.” (7) Upon a termination of Mr. Merkel’s employment without Cause; Mr. Merkel shall receive (i) Mr. Merkel’s annual discretionary bonus (whether in cash, non-cash, or otherwise, based upon their notional value at grant) with respect to the fiscal year completed immediately before the Change of Control; and (ii) Mr. Merkel’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 (1st) through third (3rd) anniversaries of such termination or (z) exchanged into restricted shares of stock and become transferable ratably over the first (1st) through third (3rd) anniversaries of such termination; and (iii) Mr. Merkel will receive certain medical benefits. See “— Change of Control Agreements — Merkel Agreement” below. As of December 31, 2025, Mr. Merkel held 73,657 non-exchangeable PSUs. Based on the closing price of our Class A common stock of $17.34 on December 31, 2025 and the exchange ratio of 0.9258 as of December 31, 2025, the value of the monetization of his units would have been $1,182,633. As of December 31, 2025, Mr. Merkel held 73,657 PPSUs with a determination amount of $650,188.

  45. Potential Payments upon Termination and Change in Control

    (8) Mr. Merkel would 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 (7). 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 (7), and base salary, bonus, and welfare benefit continuation as of December 31, 2025. (9) Upon a termination of Mr. Alvarado’s employment without Cause, Mr. Alvarado’s non-exchangeable units granted under Mr. Alvarado 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 (1st) through fourth (4th) anniversaries of such termination or (z) exchanged into restricted shares of stock and become transferable ratably over the first (1st) through fourth (4th) anniversaries of such termination. As of December 31, 2025, Mr. Alvarado held 88,731 NPSUs granted under the Alvarado Offer Letter. Based on the closing price of our Class A common stock of $17.34 on December 31, 2025 (i.e., the exchange ratio is not applicable to the NPSUs), the value of the monetization of his units would have been $1,538,596.

  46. 2025 Principal Executive Officer Pay Ratio

    2025 Principal Executive Officer Pay Ratio The following information contains the relationship of the annual total compensation of the median employee of Newmark and its subsidiaries to the annual total compensation of Mr. Gosin, who serves as our Chief Executive Officer and principal executive officer (“PEO”). Our PEO was previously Mr. Howard Lutnick until February 18, 2025, when he stepped down following his confirmation by the United States Senate as the 41st Secretary of Commerce. Following Mr. Howard Lutnick’s departure, Mr. Gosin was appointed PEO. For 2025, following the change in PEO as described above, we determined a new median employee in accordance with SEC rules. Our median employee was a Building Engineer in the United States. We selected December 31, 2025 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 brokers (including those persons who are qualified real estate agents within the meaning of Internal Revenue Code Section 3508), other than our Chief Executive Officer, for 2025. Based on our internal records, our global employee and broker population as of December 31, 2025 consisted of approximately 8,861 individuals, including full-time, part-time, temporary and seasonal employees, with approximately 61% of these employees working in the United States and approximately 39% working in various non-U.S. locations consisting of Australia, Belgium, Canada, Colombia, Costa Rica, France, Germany, Hong Kong, India, Ireland, Italy, Korea, Mexico, Netherlands, Panama, Poland, Singapore, Spain, Switzerland, the United Arab Emirates and the United Kingdom. To identify the “median employee,” we aggregated actual base salary earnings or commission draw in 2025, overtime earnings paid in 2025 for employees eligible to earn overtime, bonus awards earned in 2025 and paid in the first quarter of 2026 and the grant date fair value of any equity awards granted in 2025. Bonus awards could consist of discretionary bonuses, forgivable loans, cash advance distribution agreements and promissory notes. We annualized the compensation of any person 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, 2025 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 2025 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 was $82,853; • the annual total compensation of Mr. Gosin, as reported in the Summary Compensation Table, was $2,668,848; and • the ratio of the annual total compensation of Mr. Gosin to the median employee of the Company was approximately 32:1. For 2025, the annual total compensation of Mr. Gosin as reported in the Summary Compensation Table excludes the grant date fair values of the awards previously issued to Mr. Gosin under the 2023 Gosin Employment Agreement and 2024 Gosin Employment Agreement which were each presented in their totality in their respective grant years in accordance with SEC rules, but were attributed by the Compensation Committee to Mr. Gosin’s compensation with respect to calendar year 2025 ($10,000,000 attributed to calendar year 2025 from the 2023 Gosin Employment Agreement Award and $5,000,000 attributed to calendar year 2025 from the 2024 Gosin Employment Agreement Award). Including the total amounts of these awards attributed by the Compensation Committee to 2025, Mr. Gosin’s total compensation attributed to 2025 would have been $17,668,648, and the ratio of the annual total compensation of Mr. Gosin to the median employee of the Company was approximately 213:1 See “— Employment Agreements” for more information.

  47. Pay Versus Performance

    Pay Versus Performance We are required by SEC rules to disclose information regarding the relationship between “compensation actually paid” to our NEOs, including (i) Mr. Howard Lutnick, who served as our PEO from 2021 until February 18, 2025, and (ii) Mr. Gosin, who has served as our PEO since February 18, 2025, following Mr. Howard Lutnick’s departure, and the NEOs listed in the following table other than the PEO (the “non-PEO NEOs”), and the financial performance of the Company. The following table sets forth additional compensation information for our PEO and non-PEO NEOs during the periods described below along with total stockholder return (“TSR”), net income, and the “Company Selected Measure,” which we have selected as Total Revenues, each for fiscal years 2021, 2022, 2023, 2024 and 2025. The amounts set forth below under the headings “Compensation Actually Paid to PEO(s)” and “Average Compensation Actually Paid to Non-PEO NEOs” differ significantly from the Summary Compensation Table calculation of compensation, as well as from the way in which we and our Compensation Committee view annual compensation decisions, as discussed in the Compensation Discussion and Analysis. It does not reflect the amount of compensation actually realized or received by our NEOs during the applicable year. Footnote (5) below sets forth the adjustments from the Total Compensation for the PEOs and Average Total Compensation for the non-PEO NEOs reported in the Summary Compensation Table to arrive at the values presented for “compensation actually paid” for each of the fiscal years shown.

  48. Pay Versus Performance

    | Year (a) | | Summary Compensation Table Total for PEO(1) (b) | Compensation Actually Paid to PEO(s)(1)(5) (c) | Average Summary Compensation Table Total for Non-PEO NEOs(2) (d) | Value of Initial Fixed $100 | | | | | | | | | | | Average Compensation Actually Paid to Non-PEO NEOs(2)(5) (e) | Total Shareholder Return (f) | Peer Group Total Shareholder Return(3) (g) | Net Income (in thousands) (h) | Total Revenues (in thousands)(4) (i) | | 2025 | Barry Gosin | $2,688,848 | $29,044,168 | $2,417,949 | $4,000,197 | $149.59 | $120.21 | $155,446 | $3,294,024 | | | Howard Lutnick | $5,929,612 | $27,198,958 | | | | | | | | 2024 | | $20,000,000 | $20,137,500 | $10,253,221 | $14,516,085 | $82.87 | $79.69 | $85,491 | $2,738,502 | | 2023 | | $20,000,000 | $20,192,500 | $16,862,912 | $21,713,811 | $54.93 | $34.83 | $62,375 | $2,470,368 | | 2022 | | $20,000,000 | $20,263,064 | $3,704,691 | $3,683,250 | $10.75 | $12.34 | $112,545 | $2,705,527 | | 2021 | | $35,025,000 | $35,139,752 | $5,281,796 | $5,290,923 | $157.32 | $70.94 | $978,134 | $2,906,443 |

  49. Pay Versus Performance

    ____________ (1) The PEO was Mr. Howard Lutnick until February 18, 2025, when he stepped down following his confirmation by the United States Senate as the 41st Secretary of Commerce. Following Mr. Howard Lutnick’s departure, Mr. Gosin was appointed PEO. The amount reported for Mr. Howard Lutnick for 2021 includes $20,000,000 paid to Mr. Howard Lutnick in 2021 in connection with the Historical Lutnick Award which was approved by the Compensation Committee on December 27, 2021 in consideration of his success in managing certain aspects of the Company’s performance as its PEO and Chairman. The amount reported for Mr. Howard Lutnick for 2022-2024 includes $10,000,000 paid to Mr. Howard Lutnick for each respective year’s tranche of the Historical Lutnick Award. For further information on the Historical Lutnick Award, see “Compensation Discussion and Analysis — Historical Lutnick Award.” Additionally, average compensation actually paid to Mr. Lutnick’s award of exchange rights and shares of Class A common stock in January and early February before stepping down following his confirmation by the United States Senate as the 41st Secretary of Commerce. See “Compensation Discussion and Analysis — Transactions with and Modifications of Awards to Executive Officers.” Average compensation actually paid to Mr. Gosin includes (i) the $40,000,000 aggregate grant date fair value of Mr. Gosin’s award under the 2023 Gosin Employment Agreement which was presented in its totality in our Summary Compensation Table for calendar year 2023 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 2022, 2023, 2024 and 2025 and will vest over a schedule spanning calendar years 2023 through 2029, and (ii) 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 ($5,000,000 attributable to calendar year 2025 and $15,000,000 attributable to calendar year 2026). See “— Employment Agreements” for more information. (2) The non-PEO NEOs in fiscal years 2021, 2022, 2023, and 2024 consisted of Messrs. Gosin, Rispoli and Merkel and for 2025 consisted of Messrs. Rispoli, Merkel, and Alvarado. Average compensation actually paid to non-PEO NEOs in the table above includes (i) the $5,650,000 aggregate grant date fair value of Mr. Rispoli’s award under the Rispoli Employment Agreement which was presented in its totality in our Summary Compensation Table for calendar year 2022 in accordance with SEC rules but was attributed ratably by the Compensation Committee to Mr. Rispoli’s compensation with respect to each of calendar years 2022, 2023, 2024, 2025, and 2026, (ii) the $40,000,000 aggregate grant date fair value of Mr. Gosin’s award under the 2023 Gosin Employment Agreement which was presented in its totality in our Summary Compensation Table for calendar year 2023 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 2022, 2023, 2024 and 2025, and (iii) 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 ($5,000,000 attributable to calendar year 2025 and $15,000,000 attributable to calendar year 2026). See “— Employment Agreements” for more information. (3) The peer group consists of CBRE Group, Inc., Colliers International Group, Inc., Jones Lang LaSalle Incorporated, Savills plc and Cushman & Wakefield plc. The returns of the peer group companies have been weighted according to their U.S. dollar stock market capitalization for purposes of arriving at a peer group average. TSR is calculated as the cumulative total stockholder return, on a gross dividend reinvestment basis, of $100 invested in shares of each of the Company and the peer group invested on December 31, 2020. (4) The Company selected Total Revenues to be the most important financial performance measure that is not otherwise required to be disclosed in the table above used by the Company to link compensation actually paid to its NEOs for the most recently completed fiscal year to its performance. While Total Revenues was chosen for this table, our executive compensation programs use a balanced portfolio of measures to drive short and long-term objectives aligned with our strategy and stockholder interests as further described in our Compensation Discussion and Analysis above. (5) As noted in the tables below, for each year, “Compensation Actually Paid to PEO” in column (c) and “Average Compensation Actually Paid to Non-PEO NEOs” in column (e) reflect the following adjustments from Total Compensation amounts reported in the Summary Compensation Table (all amounts are averages for the non-PEO NEOs). As described in the footnotes to the Summary Compensation Table, these adjustments do not include Newmark Holdings units that were the subject of dollar-denominated awards under the Incentive Plan included in column (g) of the Summary Compensation Table at full notional value and not subsequently reportable as “Equity Awards.” Additionally, in the “Adjustments to Determine Compensation Actually Paid to PEO” table below, for 2025, adjustments for both Messrs. Howard Lutnick and Gosin are shown. For prior years in which Mr. Gosin did not serve as PEO, these rows are designated with an asterisk.

  50. Pay Versus Performance

    | Adjustments to Determine Compensation Actually Paid to PEO | | 2025 | 2024 | 2023 | 2022 | 2021 | | Deduction for change in actuarial present value of accumulated benefit under all defined benefit and actuarial pension plans reported in the Summary Compensation Table | • Barry Gosin | — | * | * | * | * | | | • Howard Lutnick | — | — | — | — | — | | Increase for aggregate of service cost and prior service cost for all defined benefit and actuarial pension plans reported in the Summary Compensation Table | • Barry Gosin | — | * | * | * | * | | | • Howard Lutnick | — | — | — | — | — |

  51. Pay Versus Performance

    | Adjustments to Determine Compensation Actually Paid to PEO | | 2025 | 2024 | 2023 | 2022 | 2021 | | Deduction for amounts reported under the “Equity Awards” column in the Summary Compensation Table | • Barry Gosin | — | * | * | * | * | | | • Howard Lutnick | $(5,792,686) | — | — | — | $(5,025,000) | | Deduction for amounts reported under the “Option Awards” column in the Summary Compensation Table | • Barry Gosin | — | * | * | * | * | | | • Howard Lutnick | — | — | — | — | — | | Increase/decrease for change in fair value from grant date of stock and option awards granted during year that are outstanding and unvested as of year-end | • Barry Gosin | — | * | * | * | * | | | • Howard Lutnick | — | — | — | — | — | | Increase/deduction for change in fair value as of year-end (from prior year-end) of stock and option awards granted in any prior year that were outstanding and unvested as of year-end | • Barry Gosin | $5,604,632 | * | * | * | * | | | • Howard Lutnick | — | — | — | — | — | | Increase for fair value as of vesting date of stock and option awards granted and vested in the same year | • Barry Gosin | — | * | * | * | * | | | • Howard Lutnick | $21,251,846 | — | — | — | — | | Increase/deduction for change in fair value as of vesting date (from prior year-end) of stock and option awards granted in any prior year for which all vesting conditions were satisfied during year or at year-end | • Barry Gosin | $19,708,586 | * | * | * | * | | | • Howard Lutnick | $5,792,686 | — | — | — | $5,025,000 | | Deduction for fair value as of prior year-end of stock and option awards granted in any prior year that were forfeited during year | • Barry Gosin | — | * | * | * | * | | | • Howard Lutnick | — | — | — | — | — | | Increase for dollar value of any dividends or other earnings paid on stock or option awards in the year prior to the vesting date that are not otherwise included in total compensation for the year | • Barry Gosin | $1,062,586 | * | * | * | * | | | • Howard Lutnick | $17,500 | — | — | — | — | | Total Adjustments | • Barry Gosin | $26,375,320 | * | * | * | * | | | • Howard Lutnick | $21,269,346 | $137,500 | $192,500 | $263,064 | $114,752 |

  52. Pay Versus Performance

    | Adjustments to Determine Average Compensation Actually Paid to Non-PEO NEOs | 2025 | 2024 | 2023 | 2022 | 2021 | | Deduction for change in actuarial present value of accumulated benefit under all defined benefit and actuarial pension plans reported in the Summary Compensation Table | — | — | — | — | — | | Increase for aggregate of service cost and prior service cost for all defined benefit and actuarial pension plans reported in the Summary Compensation Table | — | — | — | — | — | | Deduction for amounts reported under the “Equity Awards” column in the Summary Compensation Table | | $(6,666,667) | $(13,333,333) | $(1,883,333) | — | | Deduction for amounts reported under the “Option Awards” column in the Summary Compensation Table | — | — | | — | — | | Increase for fair value of stock and option awards granted during the year that are outstanding and unvested as of year-end | — | — | 16,778,558 | $1,860,833 | — | | Increase/deduction for change in fair value as of year-end (from prior year-end) of stock and option awards granted in any prior year that were outstanding and unvested as of year-end | $923,474 | $3,102,898 | $733,258 | — | — | | Increase for fair value as of vesting date of stock and option awards granted and vested in the same year | $621,851 | — | $645,924 | — | — | | Increase/deduction for change in fair value as of vesting date (from prior year-end) of stock and option awards granted in any prior year for which all vesting conditions were satisfied during the year or at year-end | $34,744 | $237,749 | $(7,336) | — | — | | Deduction for fair value as of prior year-end of stock and option awards granted in any prior year that were forfeited during the year | — | — | | — | — | | Increase for dollar value of any dividends or other earnings paid on stock or option awards in the year prior to the vesting date that are not otherwise included in total compensation for the year | $2,181 | $351,596 | $33,829 | $1,059 | $9,127 | | Total Adjustments | $1,582,249 | $4,262,863 | $4,850,899 | $(21,441) | $9,127 |

  53. Analysis of the Information Presented in the Pay Versus Performance Table

    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. See notes (1) and (2) to the Pay Versus Performance Table above for descriptions on how “Compensation actually paid to PEO” and “Average compensation actually paid to Non-PEO NEOs” are calculated for their respective periods. TSR. The graphs below show the relationship between (1) “compensation actually paid” to our PEO and the average of “compensation actually paid” to our non-PEO NEOs and our cumulative TSR and (2) our cumulative TSR and peer group TSR, over the five fiscal years ended December 31, 2025. Net Income. 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 net income, as reported in our consolidated financial statements, over the five fiscal years ended December 31, 2025. 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, 2025.

  54. Compensation of Directors

    Compensation of Directors Directors who are also our employees or those of our affiliates do not receive additional compensation for serving as directors. For 2025, Mr. Merkel and Mr. Kyle Lutnick did not receive compensation for serving as a director of the Company and/or our affiliates. 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.

  55. 2025 Director Compensation Payments

    2025 Director Compensation Payments The table below summarizes the compensation paid to our non-employee directors for the year ended December 31, 2025.

  56. 2025 Director Compensation Payments

    | (a) Name(1) | (b) Fees Earned or Paid in Cash ($) | (c) Stock Awards ($)(2) | (d) Option Awards ($)(3) | (e) Non-Equity Incentive Plan Compensation ($) | (f) Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | (g) All Other Compensation ($) | (h) Total ($) | | Virginia S. Bauer, Director | 181,000 | 50,000 | — | — | — | — | 231,000 | | Jay Itzkowitz, Director | 166,000 | 50,000 | — | — | — | — | 216,000 | | Kenneth A. McIntyre, Director | 206,000 | 50,000 | — | — | — | — | 256,000 |

  57. 2025 Director Compensation Payments

    (1) Messrs. Howard Lutnick, Kyle Lutnick, and Merkel are not included in this table as during 2025 they received no compensation for their services as directors in 2025 and Messrs. Howard Lutnick and Merkel received compensation as executive officers of the Company. The compensation received by Messrs. Howard Lutnick and Merkel for 2025 as employees of our Company are shown in the Summary Compensation Table. As noted herein, Mr. Howard Lutnick stepped down as a director of our Company effective February 18, 2025, in connection with his confirmation as the U.S. Secretary of Commerce. (2) Reflects the grant date fair value of RSUs granted on December 30, 2025 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 2025 Form 10-K. As of December 31, 2025, Mr. McIntyre had 4,534 RSUs outstanding, Ms. Bauer had 4,534 RSUs outstanding and Mr. Itzkowitz had 4,534 RSUs outstanding. (3) No options were granted to non-employee directors in 2025. As of December 31, 2025, none of the non-employee directors had any options outstanding.