Limited Partnership Interests in Newmark Holdings |
3 Months Ended |
|---|---|
Mar. 31, 2026 | |
| Equity [Abstract] | |
| Limited Partnership Interests in Newmark Holdings | Limited Partnership Interests in Newmark Holdings As a result of the Separation, limited partnership interests in Newmark Holdings were distributed to the holders of limited partnership interests in BGC Holdings, whereby each holder of a BGC Holdings limited partnership interest at that time received a corresponding Newmark Holdings limited partnership interest, in an amount determined by the Contribution Ratio. The Corporate Conversion had no impact on Newmark and its organizational structure, nor any Newmark Holdings limited partnership interests, described below, held by BGC employees. See Note 13—“Related Party Transactions” and Note 18—“Compensation” for a discussion of the Newmark Holdings limited partnership interests currently held by employees of BGC. Following the Spin-Off, the compensation expenses related to the limited partnership interests are based on the company where the partner is employed. Therefore, compensation expenses related to the limited partnership interests of Newmark Holdings that are held by BGC employees are recognized by BGC. Generally, Newmark Holdings LPUs receive quarterly allocations of net income, which are cash distributed and are generally contingent upon services being provided to BGC by the BGC employee who holds such units. Quarterly allocations of net income on Newmark Holdings LPUs held by BGC employees are reflected as a component of compensation expense under “Equity-based compensation and allocations of net income to limited partnership units” in the Company’s unaudited Condensed Consolidated Statements of Operations. Certain of these Newmark Holdings LPUs, entitle the holders to receive post-termination payments equal to the notional amount of the units in four equal yearly installments after the holder’s termination. These LPUs held by BGC employees are accounted for as post-termination liability awards, and in accordance with U.S. GAAP guidance, the Company records compensation expense for the awards based on the change in value at each reporting date in the Company’s unaudited Condensed Consolidated Statements of Operations as part of “Equity-based compensation and allocations of net income to limited partnership units.” Certain BGC employees hold Preferred Units in Newmark Holdings. Each quarter, the net profits of Newmark Holdings are allocated to such units at a rate of either 0.6875% (which is 2.75% per calendar year) or such other amount as set forth in the award documentation. These allocations are deducted before the calculation and distribution of the quarterly partnership distribution for the remaining partnership interests and are generally contingent upon services being provided to BGC by the BGC employee who holds such units. The Preferred Units are not entitled to participate in partnership distributions other than with respect to the Preferred Distribution. The quarterly allocations of net income on Newmark Holdings Preferred Units are reflected the same as those of the Newmark Holdings LPUs described above in the Company’s unaudited Condensed Consolidated Statements of Operations. Preferred Units, which cannot be granted exchangeability, are granted in connection with the grant of certain LPUs, such as PSUs, which may be granted exchangeability or redeemed in connection with the issuance of shares of common stock, to cover the withholding taxes owed by the unit holder, rather than issuing the gross amount of shares to employees, subject to cashless withholding of shares to pay applicable withholding taxes. Certain limited partnership interests in Newmark Holdings held by a partner or Cantor are or may become exchangeable for a number of shares of Newmark Class A or Newmark Class B common stock equal to the number of limited partnership interests multiplied by the then-current Exchange Ratio.
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