Newmark Group Inc-A 2025年季度报告

Securities registered pursuant to Section12(b) of the Act: Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See thedefinitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. NEWMARK GROUP, INC. TABLE OF CONTENTS PART II - OTHER INFORMATION ITEM1.LEGAL PROCEEDINGS86ITEM1A.RISK FACTORS86ITEM2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS86ITEM3.DEFAULTS UPON SENIOR SECURITIES86ITEM4.MINE SAFETY DISCLOSURES86ITEM5.OTHER INFORMATION86ITEM6.EXHIBITS86 GLOSSARY OF TERMS, ABBREVIATIONS AND ACRONYMS The following terms, abbreviations and acronyms are used to identify frequently used terms and phrases that may be used in this report: DEFINITION2023 Gosin EmploymentAgreementThe Amended and Restated Employment Agreement between Barry Gosin and Newmark OpCo and NewmarkHoldings entered into on February 10, 20232024 Gosin EmploymentAgreementThe Second Amended and Restated Employment Agreement between Barry Gosin and Newmark OpCo andNewmark Holdings entered into on August 7, 20242025 Proxy StatementProxy statement for the Company’s 2025 Annual Meeting of Stockholders6.125% Senior NotesThe Company’s 6.125% Senior Notes which were issued on November 6, 2018, in an original principal amountof $550.0 million and matured on November 15, 20237.500% Senior NotesThe Company’s 7.500% Senior Notes due on January 12, 2029, issued on January 12, 2024, in an originalprincipal amount of $600.0 millionAIArtificial intelligence, including machine learning and generative artificial intelligenceASUFASB accounting standards updateAudit CommitteeAudit Committee of the BoardBerkeley PointBerkeley Point Financial LLC, a wholly owned subsidiary of the Company acquired on September 8, 2017,which does business as part of the Newmark multifamily capital markets businessBGC(i) Following the closing of the Corporate Conversion, BGC Group and, where applicable, its consolidatedsubsidiaries and (ii) prior to the closing of the Corporate Conversion, BGC Partners and, where applicable, itsconsolidated subsidiariesBGCClass A commonstockBGC Class A common stock, par value $0.01 per shareBGCClass B commonstockBGC Class B common stock, par value $0.01 per shareBGC common stockBGC Class A common stock and BGC Class B common stock, collectivelyBGC Entity GroupBGC Partners, BGC Holdings, BGC U.S. OpCo and their respective subsidiaries (other than, prior to the Spin-Off, the Newmark Entity Group), collectively, and in each case as such entities existed prior to the CorporateConversionBGC GroupBGC Group, Inc. (Nasdaq: BGC) and, where applicable, its consolidated subsidiariesBGC HoldingsBGC Holdings, L.P., an entity which, prior to the Corporate Conversion, was owned by Cantor, FoundingPartners, BGC employee partners and, after the Separation, Newmark employee partnersBGC Holdings DistributionPro rata distribution, pursuant to the Separation and Distribution Agreement, by BGC Holdings to its partners ofallof the exchangeable limited partnership interests in Newmark Holdings owned by BGC Holdingsimmediately prior to the distributionBGC PartnersBGC Partners, Inc., which acquired us on October 14, 2011, facilitated the Newmark IPO on December 14,2017 and completed the Spin-Off that led to us becoming a separate publicly traded company on November 30,2018, and, where applicable, its consolidated subsidiaries. On July 1, 2023, BGC Partners, Inc. completed itsCorporate Conversion and became a wholly owned subsidiary of its public holding company successor, BGCGroup, Inc.BGC U.S. OpCoPrior to the Separation, BGC Partners, L.P., an operating partnership which held the U.S. businesses of BGC,including Newmark Entity Group, and which is owned jointly, following the closing of the CorporateConversion, by BGC Partners and the successor to BGC HoldingsBH2Newmark BH2 LLP, a London-based real estate advisory firmBoard or Board ofDirectorsBoard of Directors of the Company Includes business for which the Company has a contract with a client that is generally for a year or longer.Contractual business, when quantified, includes all revenues related to landlord (or agency) representationleasing, loan servicing (including escrow interest income), outsourcing (including property management,facilities management, and asset management), and lease administration. It also includes certain fees undercontract produced by the Company’s flexible workspace and tenant representation service lines Ratio of shares of Newmark Common Stock that were outstanding compared to the shares of BGC commonstock outstanding as of immediately prior to the Newmark IPO (not including any shares of our common stocksold in the Newmark IPO); this ratio was set initially at a fraction equal to one divided by 2.2 A series of mergers and related transactions pursuan