v3.26.1
Subsequent Events
6 Months Ended
Jun. 30, 2026
Subsequent Events [Abstract]  
Subsequent Events Subsequent Events
Barry Gosin to Step Down as CEO of Newmark Group Inc. at Year End; Will Continue as Chairman of Newmark & Co. Real Estate, Newmark’s Operating Company

On August 7, 2026, Newmark announced that Barry M. Gosin will step down as Chief Executive Officer of the Company on December 31, 2026. On August 6, 2026, Mr. Gosin entered into an amended and restated employment agreement (as described below) in which he will remain Chairman of the Company’s operating entity, Newmark & Company Real Estate, Inc. (“Newmark & Co.”), to focus on relevant and impactful topics, as well as to support a seamless transition. The Board expects to identify a new Chief Executive Officer by year end. Newmark has a deep and experienced leadership team and believes this orderly transition positions the Company for continued success in the years ahead.

On August 7, 2026, the Company issued a press release relating to Mr. Gosin concluding his tenure as CEO.

Third Amended and Restated Gosin Employment Agreement

On August 6, 2026, Mr. Gosin entered into the 2026 Gosin Agreement with Newmark OpCo and Newmark Holdings, which amends and restates in its entirety the 2024 Gosin Employment Agreement. The 2026 Gosin Agreement was approved by the Board and the Compensation Committee.

Pursuant to the 2026 Gosin Agreement, Mr. Gosin’s term of employment will be extended through December 31, 2029 (unless terminated earlier as set forth below). Mr. Gosin will continue as Chief Executive Officer of the Company through December
31, 2026, after which he will continue as Chairman of Newmark & Co. through at least December 31, 2027 with such duties and responsibilities as determined by the Board, for a period of time through no later than December 31, 2029, provided that, subject to the foregoing, the Board in its discretion may remove any such titles or operational roles from Mr. Gosin on and following January 1, 2027 and may terminate his amended and restated employment agreement prior to December 31, 2029 as provided for therein.

For 2027 through 2029, Mr. Gosin will receive $5,000,000 in aggregate annual compensation while employed (comprised of a $1,000,000 base salary and a $4,000,000 cash bonus) and shall be eligible for additional compensation and commissions at the discretion of the Company and all such commissions must be approved by the Compensation Committee. Pursuant to the 2026 Gosin Agreement, the Board may also remove his role or terminate his services prior to December 31, 2029 while continuing to compensate him through that date or convert his role to a non-employee consulting arrangement at an annualized rate of $5,000,000 on substantially similar terms. However, the Company may terminate the 2026 Gosin Agreement prior to December 31, 2029 for Cause (as defined in the 2026 Gosin Agreement, which definition is substantially identical to that in the 2024 Gosin Employment Agreement) or due to Mr. Gosin’s death or disability. Mr. Gosin’s post-employment Non-Compete Payments (as defined in the 2024 Gosin Employment Agreement) will no longer be payable to him.

Under the 2026 Gosin Agreement, the Permitted Activities provisions (as defined in the 2024 Gosin Employment Agreement) are modified to (i) permit Mr. Gosin to invest alongside outside investors via a fund raised by him alone or with others (excluding anyone employed or retained by, or otherwise associated with, the Company of any of its affiliates without Board consent), (ii) provide that Mr. Gosin may invest in institutional real estate funds except where he knew or, after reasonable due diligence should have known, that such fund is owned, controlled, or managed by the Company’s brokerage competitors, and (iii) require Mr. Gosin to offer the Company the opportunity to service associated properties, replacing the prior requirement to offer the Company up to a 50% partnership interest in such investments. All other material terms of the 2024 Gosin Employment Agreement remain unchanged.

The foregoing description of the 2026 Gosin Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the 2026 Gosin Agreement. A copy of the 2026 Gosin Employment Agreement was attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 7, 2026 and is described in detail therein.

Share Repurchase

On July 29, 2026, the Company repurchased an aggregate of 300,000 shares of its Class A common stock beneficially owned by Mr. Gosin. The sale price per share was the closing price per share of a share of the Class A common stock on the Nasdaq Global Select Market on July 29, 2026. The transaction was approved by the Audit Committee and Compensation Committee of the Company pursuant to the Company’s stock buyback authorization and was exempt pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended.

Dividend Declaration
On July 28, 2026, Newmark declared a qualified quarterly dividend of $0.06 per share payable on August 28, 2026, to Class A and Class B common stockholders of record as of August 14, 2026, which is the same as the ex-dividend date.