NMRK 10-K & 10-Q changes, risk factors and insider trading

General economic conditions and declines in the demand for commercial real estate brokerage and the services we provide in several markets or in significant markets have historically led to, and in the future could continue to lead to, material adverse effects on our business, financial condition, results of operations, cash flows and prospects, including:

•a general decline in the acquisition and disposition of commercial real estate has in the past led to, and in the future could continue to lead to, a reduction in the commissions and fees we receive for arranging such transactions, as well as in commissions and fees we earn for arranging the financing for such transactions;

•a general decline in the value and performance of commercial real estate and in rental rates has led to, and in the future could continue to lead to, a reduction in management and leasing commissions and fees. Additionally, such declines have led to, and in the future could continue to lead to, a reduction in commissions and fees that are based on the value of, or revenue produced by, the properties for which we provide services. This may include commissions and fees for appraisal and valuation, sales and leasing, and property and facilities management;

•cyclicality in the commercial real estate markets may lead to volatility in our earnings, as the commercial real estate business can be highly sensitive to market perception of the economy generally and our industry specifically. RealCertain real estate markets are also thought to “lag” the broader economy. This means that even when underlying economic fundamentals improve in a given market, it may take additional time for these improvements to translate into strength in the commercial real estate markets;

•changes to the utilization of many types of commercial real estate, including the adoption of hybrid and remote work schemes, shifts in demand across geographical areas or from urban to suburban or rural sites, and changes in environmental regulations and costs associated with renovations and new builds each has led to, and in the future could continue to lead to, reduced demand in areas in which we provide services, particularlysuch as for owners and occupiers of Class B and Class C office space;

•in weaker economic environments, income-producing multifamily real estate may experience higher property vacancies, lower investor and tenant demand and reduced values. In such environments, including the current environment, we have in the past experienced, and in the future we could experience,experience lower transaction volumes and transaction sizes as well as fewer loan originations with lower relative principal amounts, as well as potential credit losses arising from risk-sharing arrangements with respect to certain GSE and FHA loans;

•periods of economic weakness or recession, volatile interest rates, fiscal uncertainty, declining employment levels, declining demand for commercial real estate, falling real estate values, disruption to the global capital or credit markets, political uncertainty or the public perception that any of these events may occur, have in prior periods negatively affected, and may continuein tothe future negatively affect, the performance of our business lines;

•pandemics and other international health emergencies have had and could have an adverse effect on our business and our results of operations and the usage of, demand for and valuation of commercial real estate generally; and

•disagreement over the federal budgetbudget, which has caused or may cause the U.S. federal government to shut down for periods of time in recent years, including a shutdown that began October 1, 2025 and continued for six weeks, making it the longest federal government shutdown in U.S. history, and there have recently been initiatives to reduce federal spending. Federal government entities, such as HUD, that rely on funding from the federal budgetgovernment could be adversely affected in the event of a government shutdown or reduction in funding, which could have an adverse effect on our business and our results of operations.operations; and

In 2024,2024 and 2025, the Federal Reserve in the U.S. and certain other central banks beganin loweringour key markets lowered short-term interest rates. While thethese Federalcentral Reservebanks hashave not indicated whetherthe degree to which it will continue to lower interest rates or take other actions in 2025,2026, itthey hashave generally stated that itthey continuescontinue to view inflation in the U.S., UK, and E.U. as aabove concern,their long-term target rates, which could lead the Federal Reserve and other central banks to hold interest rates steady or increase interest rates. The markets in which we operate may continue to experience reduced volumes and negative conditions untilshould interest rates stabilize,increase andor if interest rate volatility increases, . In such cases it may take longer than anticipated for interest rates to stabilize thanand/or anticipated.decline. Volatile changes in interest rates or other government actions taken by central banks could also result in recessionary pressures in many parts of the world, which may materially affect our business, financial condition, results of operations and prospects.

In 2025, the U.S. credit rating was downgraded by Moody’s Ratings due to concerns over rising national debt, political polarization leading to fiscal instability, and increased interest costs, among other reasons. Any further downgrades of the U.S. sovereign credit rating by one or more major credit rating agencies could have material adverse effects on the financial and commercial real estate markets and economic conditions in the U.S. and throughout the world. This in turn could have a material adverse impact on our businesses, financial condition, cash flows, results of operations and prospects. The ultimate impacts of any negative credit rating actions with respect to U.S. government obligations on global financial markets and our businesses, financial condition, cash flows, results of operations and prospects are unpredictable and may not be immediately apparent. Additionally, the negative impact on economic conditions and global financial markets from sovereign debt matters with respect to the U.K., the EU and/or its member states, Japan, China or other major economies could adversely affect our businesses, financial condition, cash flows, results of operations and prospects. Concerns about the sovereign debt of certain major economies have causedin the past caused, and may in the future lead to uncertainty and disruption for financial markets globally, and continued uncertainties loom over the outcome of various governments’ financial support programs and the possibility that EU member states or other major economies may experience similar financial troubles.globally. Any downgrades of the long-term sovereign credit rating of the U.S. or additional sovereign debt crises in major economies could cause disruption and volatility of financial markets globally and have material adverse effects on our businesses, financial condition, results of operations and prospects.

Our current business operations are primarily located in the United States, with other business operations in the U.K., Latin America, Canada, the EU and Asia. Although we continue to expand our businessinternational outside the U.S., we are still highly concentrated in the United States. Becausebusinesses, we derived the large majority of our total revenues on a consolidated basis for the year ended December 31, 20242025 from our operations in the United States, wewhich areleaves us particularly exposed to adverse competitive changes, economic downturns and changes in regulatory or political conditions domestically. If we are unable to identify and successfully manage or mitigate these risks, our business, financial condition, results of operations, cash flows and prospects could be materially adversely affected.

We compete to provide a variety of services within the commercial real estate industry. Each of these business disciplines is highly competitive on a local, regional, national and global level. We face competition not only from other national real estate service companies, but also from global real estate services companies, boutique real estate advisory firms, and consulting and appraisal firms. Depending on the product or service, we also face competition from other real estate service providers, institutional lenders, insurance companies, investment banking firms, commercial banks, investment managers and accounting firms, some of which may have greater financial resources than we do. Although many of our competitors are local or regional firms that are substantially smaller than we are, some of our competitors are substantially larger than us on a local, regional, national or international basis and have similar service competencies to ours. Such competitors include CBRE Group, Inc., Jones Lang LaSalle Incorporated, Cushman & Wakefield plc,Ltd., Savills plc., and Colliers International Group Inc. In addition, more specialized firms like Marcus & Millichap Inc., Eastdil Secured LLC, Walker & Dunlop, Inc., Berkadia Proprietary Holding LLC, Knight Frank LLP, NAI Global, and International WorkplaceSitusAMC Group PLCHoldings, LP, and Trimont LLC compete with us in certain service lines and/or geographies. Our industry has continued to consolidate, and there is an inherent risk that competitor firms may be more successful than we are at growing through merger and acquisition activity. See the heading “Competition” under Part I, Item 1, Business for more information. In general, there can be no assurance that we will be able to continue to compete effectively with respect to any of our commercial real estate business lines or on an overall basis, to maintain current commission and fee levels or margins, or to maintain or increase our market share.

We may pursue opportunities including strategic alliances,alliances and initiatives, acquisitions, dispositions, joint ventures or other growth opportunities (including hiring new brokers and other professionals), which could present unforeseen integration obstacles or costs and could dilutefail ourto stockholders.achieve anticipated benefits. We may also face competition in our acquisition strategy, and such competition may limit such opportunities.

•the expansion of our cybersecurity and AI processes to include new businesses, or the integration of the cybersecurity and AI processes of acquired businesses, including internationally;

•potential unfavorable reaction to our strategy by our customers, counterparties, employees and/or investors;

•a significant increase in the level of our indebtedness in order to generate cash resources that may be required to effect acquisitions or establish new businesses;

•the cost of rebranding and the impact on our brand awareness of dispositionsdispositions, or the formation of new businesses;

We face competition for acquisition targets, which may limit our number of acquisition and growth opportunities and may lead to higher acquisition prices or other less favorable terms. Our international acquisitions and expansion have required compliance and other regulatory actions. As we continue to grow internationally,outside of the U.S., we may experience additional expenses or obstacles. There can be no assurance that we will be able to identify, acquire or profitably manage additional businesses or integrate successfully any acquired businesses or new revenue-generating hires without substantial costs, delays or other operational or financial difficulties.

We will need to successfully manage the integration of recent and future acquisitions and future growth opportunities effectively. Such integration and additional growth may place a significant strain upon our management, administrative, operational, financial reporting, internal control and compliance infrastructure. Our ability to grow depends upon our ability to successfully hire, train, supervise and manage additional employees, expand our management, administrative, operational, financial reporting, compliance and other control systems effectively, allocate our human resources optimally, maintain clear lines of communication between our transactional and management functions and our finance and accounting functions, and manage the pressure on our management, administrative, operational, financial reporting, compliance and other control infrastructure. Additionally, managing future growth due to geographic locations, markets and business lines may be difficult. We may not realize, or it may take an extended period of time to realize, the full benefits that we anticipate from new business, strategic alliances, mergers, acquisitions, joint ventures or other growth opportunities. There can be no assurance that we will be able to accurately anticipate and respond to the changing demands we will face as we integrate recent or future acquisitions and continue to expand our operations, and we may not be able to manage growth effectively or to achieve growth at all.

As we grow our business internationally, and due to our current international operations, we are and we will continue to be exposed to political, economic, legal, regulatory, operational and other risks that are inherent in operating in foreign countries. These include, among others, risks of restrictive government actions, such as possible nationalization and/or foreign ownership restrictions, expropriation, price controls, capital controls and exchange controls, risks related to the differences among our personnel in different areas of the world, such as geographic, time zone, language and cultural differences, foreign currency fluctuations, regulatory and tax requirements, and increased exposure to potential or actual drivers of economic and/or political instability, including, among others, economic volatility, political, trade and other tensions between the U.S. and China and other major powers, the outbreak of hostilities, such as the conflict between Ukraine and Russia and conflicts in the Middle East, and measures taken in response thereto, including sanctions imposed by governments and related counter-sanctions. We also face uncertain risks associated with potential changes in these factors as a result of the newactions taken by the current U.S. presidential administration,administration with respect to tariff policies, foreign relations, and military matters such as the recent actions taken in Venezuela, which could adversely affect our global business and results of operations.

We may have liabilities in connection with our business activities, including appraisal and valuation, sales and leasing and property and facilities management activities, and such liabilities may exceed our insurance coverage.coverage or otherwise be time consuming and expensive to defend, all of which in turn could harm our business, financial condition, or results of operations.

As a licensed real estate broker and provider of commercial real estate services, we and our licensed brokerage and sales professionals and independent contractors that work for us are subject to statutory due diligence, disclosure and standard-of-care obligations. While we believe we have adequate insurance coverage relative to the scale of our business, failure to fulfill these obligations could subject us or our sales professionals or independent contractors to litigation from parties who purchased, sold or leased properties that we brokered or managed.

We could become subject to claims by participants in real estate sales and leasing transactions, as well as building owners and companies for whom we provide management services, claiming that we did not fulfill our obligations. We could also become subject to claims made by clients for whom we provided appraisal and valuation services and/or third parties who perceive themselves as having been negatively affected by our appraisals and/or valuations. We also could be subject to audits and/or fines from various local real estate authorities if they determine that we are violating licensing laws by failing to follow certain laws, rules and regulations. While these liabilities have been insignificantimmaterial in the past, we have no assurance that this will continue to be the case.

If we failFailure to comply with laws, rules and regulations applicable to commercial real estate brokerage, valuation and advisory, mortgage transactions and our other business lines, we may incurresult in significant financial penalties.penalties, loss or suspension of licenses, sanctions or other penalties that could adversely affect our operations.

Due to the broad geographic scope of our operations and the commercial real estate services we perform, we are subject to numerous federal, state, local and foreign laws, rules and regulations specific to our services. For example, the brokerage of real estate sales and leasing transactions and other related activities require us and our professionals to maintain brokerage licenses in each state in which we conduct activities for which a real estate license is required. We also maintain certain state licenses in connection with our lending, servicing and brokerage of commercial and multifamily mortgage loans. If we fail to maintain our licenses or conduct brokerage activities without a license or violate any of the laws, rules and regulations applicable to our licenses, then we may be subject to audits, required to pay fines (including treble damages in certain states), be prevented from collecting commissions owed, be compelled to return commissions received or have our licenses suspended or revoked.

In addition, because the size and scope of commercial real estate transactions have increased significantly during the past several years, both the difficulty of ensuring compliance with the numerous state licensing and regulatory regimes and the possible loss resulting from non-compliance have increased. Furthermore, the laws, rules and regulations applicable to our business lines also may change in ways that increase the costs of compliance. The failure to comply with federal, state, local and foreign laws, rules and regulations could result in significant financial penalties that could have a material adverse effect on our business, financial condition, results of operations and prospects.

Environmental regulations and evolving stakeholder expectations may adversely impact our commercial real estate business and/or cause us to incur compliance costs forand cleanupreduce oftransaction hazardousvolumes substancesin orthe wastescommercial orreal otherestate environmental liabilities.markets.

Federal, state, local and foreign laws, rules and regulations impose various environmental zoning restrictions, use controls, and disclosure obligations which impact the management, financing, leasing, development, use and/or sale of commercial real estate. Such laws and regulations tend to discourage sales and leasing activities, as well as mortgage lending availability, with respect to some properties. A decrease or delay in such transactions may materially and adversely affect our business, financial condition, results of operations and prospects. In addition, a failure by us to disclose environmental concerns in connection with a real estate transaction may subject us to liability to a buyer/seller or lessee/lessor of property. While historically we have not incurred any significant liability in connection with these types of environmental issues, there is no assurance that this will continue to be the case.

ChangesAdverse changes in our relationships with the GSEs and HUD could materially adverselyand negatively affect our ability to originate and service multifamily real estate loans through such programs, although we also provide debt and equity to our clients through other third-party capital sources. Compliance with the minimum collateral and risk-sharing requirements of such programs, as well as applicable state and local licensing agencies, could reduce our liquidity.

Currently, through our capital markets business, we originate a significant percentage of our loans for sale through the GSE and HUD programs. Berkeley Point Capital LLC, a subsidiary within our capital markets business, is approved as a Fannie Mae DUS lender, a Freddie Mac Optigo seller/servicer, a Freddie Mac TAH Seller, a HUD MAP lender nationwide, and a Ginnie Mae issuer. Our status as an approved lender affords us a number of advantages, which may be limited, suspended or terminated by the applicable GSE or HUD at any time.time, in whole or in part, with or without cause and subject to programmatic changes outside our control. Although we intend to take all actions to remain in compliance with the requirements of these programs, as well as applicable state and local licensing agencies, the loss of such status would, or changes in our relationships with the GSEs and HUD could, prevent us from being able to originate and service commercial real estate loans for sale through the particular GSE or HUD, which could have a material adverse effect on our business, financial condition, results of operations and prospects. It could also result in a loss of similar approvals from the GSEs or HUD. Moreover, a loss or downgrade of an approval with one program could negatively influence our standing with other programs or regulators. While we also provide debt and through other third-party capital sources, those activities may not offset the loss of GSE and HUD program access or the associated financial and operational impacts. As of December 31, 2024,2025, we exceeded the most restrictive applicable net worth requirement of these programs by approximately $370.2$376.8 million, but there is no assurance that this will continue to be the case.

We areretain subject tocredit risk of loss in connection with defaults on loans sold under the Fannie Mae DUS program and could incur significant loss‑sharing, collateral and repurchase obligations that couldmay materially and adversely affect our results of operations and liquidity.

Under the Fannie Mae DUS program, we originateoriginate, sell and service multifamily loans for Fannie Mae without having to obtain Fannie Mae’s prior approval for certain loans,loans pursuant to Fannie Mae’s delegated authority as long as the loans meet the underwriting guidelines set forth by Fannie Mae. In return for the delegated authority from Fannie Mae to make loans and Fannie Mae’s commitment to purchase such loans, we must maintain minimum collateral and generally are required to share risk of loss on loans sold through Fannie Mae. With respect to most loans, we are generally required to absorb approximately one-third of any losses on the unpaid principal balance of a loan at the time of loss settlement. SomeFor ofcertain the loans that we originate under theloans, Fannie Mae DUSmay programrequire aredifferent subjectloss‑sharing toterms, including enhanced loss‑sharing for identified portfolios or specific risk characteristics. Some loans may carry reduced levels or no risk-sharing.risk‑sharing; However,however, wesuch loans generally receivebear lower servicing fees with respect to such loans. Although our average annual losses from such risk-sharing programs have been a minimal percentage of the aggregate principal amount of such loans to date, if loan defaults increase, actual risk-sharing obligation payments under the Fannie Mae DUS program could increase, and such defaults could have a material adverse effect on our business, financial condition, results of operations and prospects. In addition, a material failure to pay our share of losses under the Fannie Mae DUS program could result in the revocation of our license from Fannie Mae and the exercise of various remedies available to Fannie Mae under the Fannie Mae DUS program.economics.

EachSince 2008, each GSE has been under a conservatorship established by its regulator, the FHFA,Federal sinceHousing 2008.Finance Agency (“FHFA”). The conservatorship is a statutory process designed to preserve and conserve the GSEs’ assets and property and put them in a sound and solvent condition. The conservatorships have no specified termination dates. There hascontinues beento be significant uncertainty regarding the future of the GSEs, including how long they will continue to exist in their current forms. Changes in such forms could eliminate or substantially reduce the number of loans we originate with the GSEs. Policymakers and others have focused significant attention in recent years on how to reform the nation’s housing finance system, including what role, if any, the GSEs should play. Suggested reforms have included changes to the GSEs’ business charters, removing the GSEs from conservatorship, eliminating the entities entirely and other changes to the existing framework. Such reforms could significantly limit the role of the GSEs in the nation’s housing finance system and negatively impact transaction volume. Any such reduction in the loans we originate with the GSEs could lead to a reduction in fees related to the loans we originate or service. These effects could cause our capital markets business to realize significantly lower revenues from its loan originations and servicing fees, and ultimately could have a material adverse effect on our business, financial condition, results of operations and prospects. If the federal government were to reduce or eliminate programs that provide support for mortgage loans (including due to any failure of lawmakers to agree on a budget or appropriate legislation to fund relevant programs or operations or the privatization of certain existing government programs), we similarly could experience a reduction in fees related to the loans we originate or service with the GSEs, which could adversely affect our business.

Malicious cyber-attacks and other adverse events affectingthat affect our operational systems or infrastructure, or those of third parties, could disrupt our business, result in the disclosure of confidential information, damage our reputation and cause losses or regulatory penalties.

While we view cybersecurity as a top priority, developing and maintaining our operational systems and infrastructure is challenging, particularly as a result of rapidly evolving legal and regulatory requirements and technological shifts. Our operations rely on the secure processing, storage and transmission of confidential and other information on our computer systems and networks. Although we take protective measures such as software programs, firewalls and similar technology, to maintain the confidentiality, integrity and availability of our and our clients’ information, and endeavor to modify these protective measures as circumstances warrant, the nature of cyber threats continues to evolve. As a result, our computer systems, software and networks may be vulnerable to unauthorized access, loss or destruction of data (including confidential client information), account takeovers, unavailability or disruption of service, computer viruses, acts of vandalism, or other malicious code, ransomware, supply-chain attacks, hacking, phishing and other cyber-attacks and other adverse events that could have an adverse security impact. Additionally, we may have become more vulnerable to cybersecurity attacks utilizing emerging technologies, such as AI. Despite the defensive measures we have taken, these threats may come from external forces such as governments, nation-state actors, organized crime, hackers, or may originate internally from within us.

We may utilize AI in our business and integrate AI into our platforms, products, offerings and services. Such use may present legal, regulatory and other challenges that could subject us to competitive harm, regulatory action, legal liability and brand or reputational harm. Our efforts to utilize these technological advancements may not be successful, may result in substantial integration and maintenance costs, and may expose us to additional risks. If the output of any AI used in our business or integrated into our platforms, products, offerings or services are or are alleged to be deficient, false, inaccurate, misleading, infringing, violative of third-party rightsrights, discriminatory or biased, our business, financial condition, reputation and results of operations may be adversely affected. TheMoreover, content,the analyses,use or recommendations generated byof AI programs,could iflead deficient,to inaccurate,the inadvertent disclosure of personal, confidential and/or biased,proprietary information, which could put us at a competitive disadvantage and adversely impactaffect our business,proprietary rights, business and financial condition,condition and operationalexpose results,us asto wellprivacy asviolations, ourreputational reputation.harm Moreover,and ethicalliability. Ethical concerns associated with AI could lead to brand damage, competitive disadvantages, or legal repercussions. Any problems with our implementation or use of AI or other technological advancements could negatively impact our business or results of our operations.

Our success and ability to remain competitive in the industry in which we operate requires adapting to technological developments and evolving industry standards, including in the field of AI. Our competitors or other third parties may incorporate AI into their products or services more quickly or more successfully than us, which could make our products and services obsolete, impair our ability to compete effectively and adversely affect our business. Moreover, use of third-party AI tools could lead to the inadvertent disclosure of confidential and proprietary information, which could put us at a competitive disadvantage and adversely affect our proprietary rights, business and financial condition and expose us to reputational harm and liability.

HowardLeadership Lutnick’schanges and the resulting transition following our former Chairman of the Board and Executive Chairman’s confirmation as the U.S. Secretary of Commerce and the loss of his services could have an adverse effect on our business.

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 our Executive Chairman of the Board, a position he has held since 2016, and our Board appointed our Chief Executive Officer, Barry Gosin, as our Principal Executive Officer. On the same day, 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 Chairman of the Board. On April 7, 2025, the Board appointed Luis Alvarado to serve as our Chief Operating Officer.

We continue to have full confidence in Mr. Gosin, our long-term CEO and respected industry veteran and leader, as well as in the other executives and senior leaders of Newmark. However, the loss of Mr. Howard Lutnick as Executive Chairman, as well as hisLutnick’s deep institutional knowledge and industry relationships, may be inherently difficult to manage and may hamperimpact our ability to meet our financial and operational goals as we and our management adapt,continue to adapt to his departure. While we believe our management, including Mr. Gosin, has significant skills and longevity in our industry, the change in leadership, particularly in the short term.term, The loss of Mr. Lutnick’s services may alsocould result in disruptionsdisruption toor otherwise impact our operations and impact our ability to execute on our current strategy and pursue new strategic initiatives, which in turn could have an adverse effect on our business.

Our success has largely been led by key employees, such as Barry M. Gosin, who serves as our Chief Executive Officer, and other key officers and brokers, including some who have been hired from competitors or in connection with acquisitions. AlthoughIn July 2025, following discussions with Mr. Gosin, the Board retained a leadership advisory firm to assist with long-term succession planning. The Board determined that engaging external advisors at this stage represented a prudent and forward-looking step. The Board, in conjunction with Mr. Gosin, is now assessing long-term leadership options and advancing its succession planning efforts for the Company’s most senior executives, including the Chief Executive Officer. Mr. Gosin enteredremains intounder an employment agreement incovering February2026 2023,that asautomatically amendedrenews andeach restatedyear inunless Augusteither 2024,party ifprovides notice of non-renewal or the term is otherwise extended by mutual agreement. If Mr. Gosin or any of our other key employees were to join an existing competitor, form a competing company, offer services to Cantor or any affiliates that compete with our products, services or otherwise leave us, some of our clients could choose to use the services of that competitor or another competitor instead of our services, which could adversely affect our revenues and as a result could materially adversely affect our business, financial condition, results of operations and prospects.

Effective succession planning is also important to our long-term success. Failure to smoothly navigate current and future transitions among our existing or future senior management or to effectively transfer knowledge to future executive officers and key employees could hinder our strategic planning and execution. From time to time, members of senior management, directorsmanagement or other key employees may leave our Company or be absent due to illness or other factors. While we strive to retain our key employees and to reduce the negative impact of such changes when they occur, losing certain key employees could result in significant disruptions to our operations, adversely impact employee retention and morale, and seriously harm our business. Similarly, hiring, training, and successfully integrating replacements for critical personnel or new management structures or reporting lines is time consuming and potentially disruptive, and, if unsuccessful, could disrupt our operations, and as a result could materially adversely affect our business, financial condition, results of operations and prospects.

While we have had success in responding to challenges to certain of our non-compete provisions, there can be no assurance that our non-competition agreements will be found enforceable if challenged in certain states,jurisdictions, including statesjurisdictions that generally do not enforce post-employment restrictive covenants.covenants Inor 2024,in jurisdictions that have adopted or expanded restrictions on the Federaluse Tradeof Commissionpost-employment enactedrestrictive a rule, which is currently under legal challenge, that would render non-competition clauses unenforceable in certain situations. Ifcovenants, such aas ruleCalifornia. isMore upheldjurisdictions (inmay adopt similar rules. A successful challenge to any form)of by the courts, it could have a material adverse impact on any applicableour post-employment restrictive covenants currentlymay inhave place.business, financial condition, results of operations and prospects.

This discussion summarizes the significant factors affecting our results of operations and financial condition during the years ended December 31, 2024,2025, 20232024 and 2022.2023. We operate in one reportable segment, real estate services. This discussion is provided to increase the understanding of, and should be read in conjunction with, our accompanying consolidated financial statements and the notes thereto included elsewhere in this Annual Report on Form 10-K.

•macroeconomic and other challenges and uncertainties, including those resulting from the conflict between Ukraine and Russia, conflicts in the Middle East and other ongoing or new conflicts in those or other regions, downgrades of U.S. Treasuries, fluctuating global interest rates, current or expected inflation rates and the Federal Reserve’s responses thereto, stagflation, fluctuations in the value of global currencies, including the U.S. dollar, liquidity concerns regarding and changes in capital requirements for banking and financial institutions, changes in the economy, the commercial real estate services industry and the global financial markets, employment levels, newglobal ortrade increasedrelations, volatility in tariffs imposed by the U.S. and foreign governments and other factors driving trade uncertainty, supply chain disruptions, reductions in government spending, recession fears, new or increased tariffs imposed by the U.S. and foreign governments and other factors driving trade uncertainty, supply chain disruptions, reductionschanges in government spending, recession fears, infrastructure spending, and energy costs, including such changes’ effect on demand for commercial real estate and capital markets transaction volumes, office space, levels of new lease activity and renewals, distressed non-GSE commercial mortgages, frequency of loan defaults and forbearance and associated losses, and fluctuations in the mortgage-backed securities markets, as well as potential changes in these factors as a result of the new U.S. presidential administration;

•market conditions and volatility, fluctuations in transaction volumes, including changes in leasing and lending activity and debt volumes, the level of worldwide governmental debt issuances, austerity programs, government stimulus packages, increases or decreases in deficits and the impact of changing government tax rates, repatriation rules, changes to U.S. trade or immigration policy and the impact of such policy changes on our and our clients’ businesses, deductibility of interest, and other changes to monetary policy, changing regulatory requirements or changes in legislation, regulations and priorities, possible turmoil across regional banks and certain global investment banks, possible disruptions in transactions, and potential downturns including recessions, and similar effects, which may not be predictable in future periods;

•uncertainties related to our ongoing integration of Gerald Eve or any otherbusinesses, businessesincluding their systems, technology and employees, that we may acquire and the synergies and revenue growth generated from these and other acquisitions as we build out our international and domestic businesses;

•our relationship and transactions with Cantor and its affiliates, including CF&Co and CCRE, Newmark’s structure, including Newmark Holdings, which is owned by Newmark, Cantor, Newmark’s employee partners and other partners, and Newmark OpCo, which is owned by Newmark and Newmark Holdings, the timing and impact of any actual or future changes to our organization or structure, any challenges to our interpretation or application of tax laws to our structure, any related party transactions, conflicts of interest, or loans to or from Newmark or Cantor, Newmark Holdings or Newmark OpCo, including the balances and interest rates thereof from time to time and any convertible or equity features of any such loans, repurchase agreements and joint ventures, and CF&Co’s acting as our placement agent in connection with certain capital markets transactions;

•risks inherent in doing business in and expanding into international markets or with international partners, including economic or geopolitical conditions or uncertainties, the actions of governments or central banks, the risks of possible nationalization and/or foreign ownership restrictions, compliance with anti-corruption laws, import and export control laws, economic and trade sanctions programs,programs and impacts to cross-border trade and travel, expropriation, price controls, capital controls, foreign currency fluctuations, regulatory and tax requirements, economic and/or political instability, geographic, time zone, language and cultural differences among personnel in different areas of the world, exchange controls and other restrictive government actions, the outbreak of hostilities, the pursuit of trade, border control or other related policies by the U.S. and/or other countries (including U.S.-China trade relations),countries, economic volatility in the U.K. and Europe, rising political and other tensions between the U.S. and China, the conflict between Ukraine and Russia, conflicts in the Middle East and other ongoing or new conflicts or other international tensions, hostilities and instability in those or other regions, as well as potential changes in these factors as a result of the new U.S. presidential administration;

•political and/or civil unrest in the U.S. or abroad, including demonstrations, riots, boycotts, and tensions with law enforcement, the impact of elections, or other social and political developments, labor unrest, the impact of U.S. government shutdownsshutdowns, including the shutdown that began on October 1, 2025 or political impasses, and uncertainties regarding the debt ceiling, the federal budget, and the deployment of federal funds, including on HUD, as well as potential changes in these factors as a result of the new U.S. presidential administration;

•the effect on our business,businesses, our clients, the markets in which we operate,operate and the economy in general of fluctuating interest rates, market volatility, and inflationary pressures and the Federal Reserve’s response thereto, infrastructure spending, changes in U.S. and foreign tax and other laws, interpretationincluding but not limited to the OBBBA, changes in tax rates, interpretations of tax law, the impact of potential changes to U.K. tax rates and amendments to the application of National Insurance rules which may impact our subsidiaries organized as limited liability partnerships in the U.K. and their members, repatriation rules, and deductibility of interest, potential policy and regulatory changes in Mexico and other countries, sequestrations, responses to global inflation rates, and futureother potential changes to tax and other policies resulting from elections and changes in governments;

•the effect on our business of leadership changes and the resulting transition following the confirmation of Mr. Howard W. Lutnick, our former Executive Chairman and principal executive officer, as U.S. Secretary of Commerce, our dependence upon our key employees, as well as the competing demands on the time of certain of our key employees who also provide services to Cantor, BGC and various other ventures and investments sponsored by Cantor or otherwise, our ability to build out successful succession plans, the impact of absence due to illness or leave of certain officers or employees and our ability to attract, retain, motivate and integrate new employees, and our ability to enforce post-employment restrictive covenants on awards previously granted to certain of our key employees and future awards or otherwise, and the Federal Trade Commission’s ban on non-compete provisions (which has been set aside pending appeal), which may impact our employment arrangements and awards if such ban ultimately comes into effectotherwise;

•extensive regulation of our business and clients, changes in regulations relating to commercial real estate and other industries, changes in environmental regulations, including regulations relating to climate change and greenhouse gas emissions, and risks relating to U.S. and foreign tax and compliance matters, including regulatory examinations, inspections, audits, investigations and enforcement actions, unavailability of certain tax credits or reliefs or additional tax liabilities or assessments, unavailability of certain tax credits or reliefs or additional tax liabilities or assessments, and any resulting costs, increased financial and capital requirements, enhanced oversight, remediation, fines, penalties, sanctions, and changes to or restrictions or limitations on specific activities, operations, and compensatory arrangements, and growth opportunities, including acquisitions, hiring, and new businesses, products, or services, as well as risks related to our taking actions to ensuredeliver that we and our subsidiaries are not deemed investment companies under the Investment Company Act;

•our ability to enter and succeed in new markets or develop new products or services and to induce clients to use these products or services and to secure and maintain market share;

•the impact of our ESGCorporate Responsibility or “sustainability” ratings on decisions by clients, investors, potential clients and other parties with respect to our business, investments in us, our borrowing opportunities or the market for and trading price of our Class A common stock or Company debt securities, or other matters, as well as the impact and potential cost to us of any policies, legislation, or initiatives in opposition to our ESGCorporate Responsibility or “sustainability” policies;

•the effect on the markets for and trading prices of our Class A common stock due to market factors, as well as of various offerings and other transactions, including offerings of our Class A common stock and convertible or exchangeable debt or other securities, repurchases of shares of our Class A common stock and purchases or redemptions of Newmark Holdings limited partnership interests or other equity interests in us or our subsidiaries, any exchanges by Cantor of shares of our Class A common stock for shares of our Class B common stock, any exchanges or redemptions of limited partnership units and issuances of shares of our Class A common stock in connection therewith, including in corporate or partnership restructurings, payment of dividends on our Class A common stock and distributions on limited partnership interests of Newmark Holdings and Newmark OpCo, convertible arbitrage, hedging, and other transactions engaged in by us or holders of outstanding shares, debt or other securities, share sales and stock pledges, stock loans, and other financing transactions by holders of shares or units (including by Cantor executive officers, partners, employees or others), including of shares acquired pursuant to employee benefit plans, unit exchanges and redemptions, corporate or partnership restructurings, acquisitions, conversions of shares of our Class B common stock and other convertible securities into shares of our Class A common stock, and distributions of our Class A common stock by Cantor to its partners.

Newmark is a leading commercial real estate advisor and service provider to large institutional investors, global corporations, and other owners and occupiers. We offer a diverse array of integrated services and products designed to meet the full needs of our clients. Please see “Item 1—Business” for more information.

The key diversdrivers of our business include our ability to attract and retain revenue generating headcount across our service lines, the productivity of these employees, and industry volumes in these areas. Volumes are largely a factor of economic and job growth, interest rates, and the demand for commercial real estate as an investment and for debt financing. In addition, demand for our services is influenced by secular trends with respect to outsourcing and other services we provide.

Additionally, we operate a high growthmargin and growing loan servicing and asset management and servicing business focused on GSE/FHA loans, as well as on bank, fund,private credit, and commercial mortgage-backed securities clients,clients. includingWe GSE/FHAexpect lenders.this business to benefit as the overall amount of commercial and multifamily debt outstanding increases, we continue to gain origination market share, and we drive further cross selling between service lines. As of December 31, 2024,2025, our loan servicing and asset management portfolio wasgrew $183.4by 15.2% year-on-year to a record $211.2 billion (of which 61.8%63.6% was limited servicing and asset management, 36.8%35.6% was higher margin primary servicing, and 1.5%0.8% was special servicing). We expect our overall portfolio to continue providing a steady stream of income and cash flow over the life of the serviced loans.

Trends in GDP and Job GrowthGrowth. Commercial real estate leasing activity has historically been positively correlated with job creation, particularly with respect to office-based employment, and with GDP growth. Unless otherwise noted, all of the following economic statistics are from Bloomberg, including consensus estimates based on their respective February 16, 2026 U.K. and February 20, 2026 U.S. surveys of economists.

According to Bloomberg,the theBureau of Labor Statistics, seasonally adjusted monthly average of U.S. non-farm payroll employment increased by approximately 377,000,15,000 251,000,in 2025. In comparison, the monthly average grew by 122,000 and 186,000210,000 in 2022,full 2023,years 2024 and 2024 respectively. For context, this seasonally adjusted monthly figure averaged approximately 183,000 over the ten years prior to the global pandemic (or through December 31, 2019).2023. The December 20242025 U.S. unemployment rate (based on U-3) was 4.1%4.4% compared with 3.8%4.1% a year earlier. With respect toPer the U.K.,Office for National Statistics, the comparable U.K. unemployment rate as of December 2025 was 4.1%,5.2% andversus 4.3%4.4% ina 2023year and 2024, respectively.earlier.

Interest Rate Environment. Commercial real estate capital markets transactions involving financing generally utilize medium- or long-term debt, and the interest rates for such debt tendare toinfluenced correlate withby movements in benchmark rates with similar tenors, including U.S. Treasuries. Such benchmark rates can often be meaningfully impacted by actual or anticipated movements in key short-term rates, such as the Fed Funds Target rate. In addition, a portion of commercial and multifamily mortgages involve floating interest rates tied to short-term benchmarks. Sudden increaseschanges in short term interest rates can therefore have pronounced effects on commercial mortgage origination and investment sales volumes.

The ten-year U.S. Treasury yield increased by approximately 79two basis points quarter on quarterquarter-on-quarter and decreased by 6940 basis points year-on-year to 4.6%4.2% as of December 31, 2024.2025. The ten-year U.K. Gilt yield increaseddecreased by approximately 5720 basis points quarter on quarterquarter-on-quarter and by 1036 basis points year-on-year to 4.6%4.5% as of December 31, 2024. These increases were due largely to uncertainty with respect toover the pacesame at which inflation in the U.S. and U.K. will subside and at which the FOMC and/or MPC will lower short term rates.timeframe. For context, ten-year U.S. Treasury and ten-year U.K. Gilt yields still remain below their 50-year average through December 31, 20242025 of approximately 5.9%5.8% and 6.8%,7.0%, respectively.

We expect demand for office space to continue to be drivensupported by the reset in values due to near-term debt maturities. We also continue to see increased need for high quality office space in certainan increasing number of markets, led by ongoing return-to-work plans, as well as new demand driven by companies in technologytechnology, including AIAI, and financial services, as well as financialongoing services.return-to-workplace plans. Placer.ai data for December 20242025 indicates that in-person attendance in the U.S. increased to 66%an average of 66.9% of December 2019 pre-pandemic levels versus 63%60.8% a year earlier. OurThis managementrepresented services,a leasing,year-on-year origination,improvement in attendance of 10.0%. While Miami, Dallas, and capitalNew marketsYork professionalsCity continue to activelylead collaboratein withterms clientsof toin-person repurposeattendance, underutilizedthe spacesnational year-on-year improvement was led by San Francisco, Dallas, and assets,Boston includingamong withmajor respect to conversion of obsolete office or retail properties.markets.

Commercial And Multifamily Mortgage Maturities and Other Drivers. InWe 2024,continue weto benefitedbenefit from the continuingongoing need for our clients to both refinance existing properties owned by them and to finance investments in properties they seek to own. We expect the record amounts of medium-term commercial and multifamily mortgage maturities and interest rate stabilization to together lead to continued improvement in industry debt volumes, as well as increased investment sales activity. For example, the MBA expects aapproximately record$2.1 $957 billiontrillion of U.S. commercial and multifamily mortgage maturities inbetween 20252026 and 2028 alone, and approximately $2.1$5.0 trillion betweenin 2025 and 2027.total.

•Management Services, Servicing Fees and Other. We provide commercial services to tenants and landlords. In this business, we provide property and facilities management services along with project management, V&A services, and other consulting and managed services, as well as technology services, to customers who may also utilize our commercial real estate brokerage services, and flexible workspace solutions. Servicing fees are derived from the servicing of loans originated by us as well as loans originated by third parties.

•Capital Markets. This consists of investment sales and commercial mortgage origination, net. Our investment sales business specializes in the arrangement of acquisitions and dispositions of commercial properties, as well as equity placement and other related services. Our commercial mortgage origination, netorigination business offers services and products to facilitate debt financing for our clients and customers. Commercial mortgage origination revenue is comprised of commissions generated from mortgage brokerage and debt placement services, as well as the origination fees and premiums derived from the origination of GSE/FHA loans with borrowers. Our commercial mortgage origination revenue also includes the revenue recognized for the fair value of expected net future cash flows from servicing recognized at commitment.

Fees for real estate lease brokerage transactions are generally earned when a lease is signed. In many cases, landlords are responsible for paying the fees. In capital markets, fees are earned and recognized when the sale of a property closes, and title passes from seller to buyer for investment sales and when debt or equity is funded to a vehicle for debt and equity transactions. Loan originations related fees and sales premiums, net, are recognized when a derivative asset is recorded upon the commitment to originate a loan with a borrower and sell the loan to an investor. The derivative is recorded at fair value and includes loan origination fees, sales premiums and the estimated fair value of the expected net servicing cash flows. Loan originations related fees and sales premiums, net, are recognized net of related fees and commissions to affiliates or third-party brokers. For loans we broker, revenues are recognized when the loan is closed.

As part of our compensation plans, certain employees have been granted limited partnership units in Newmark Holdings and, prior to the Newmark IPO, BGC Holdings, which generally receive quarterly allocations of net income and are generally contingent upon services being provided by the unit holders. As a result of the Corporate Conversion, there are no longer any limited partnership units in BGC Holdings outstanding. Certain Newmark employees also hold N Units that do not participate in quarterly partnership distributions and are not allocated any items of profit or loss. These N Units convert intobecome distribution earningsearning limited partnership units either on a discretionary basis or ratably over a three-vesting toterm, ten-yearif period.certain revenue thresholds are met at the end of each vesting term. As prescribed in U.S. GAAP guidance, the quarterly allocations of net income on such limited partnership units are reflected as a component of compensation expense under “Equity-based compensation and allocations of net income to limited partnership units and FPUs” in our accompanying consolidated statements of operations.

Certain limited partnership units are granted exchangeability into Newmark Class A common stock or may be redeemed in connection with the grant of shares of Newmark Class A common stock. At the time exchangeability is granted, or the shares are issued, Newmark recognizes an expense based on the fair value of the award on that date, which is included in “Equity-based compensation and allocations of net income to limited partnership units and FPUs” in our accompanying consolidated statements of operations.

From time to time, we may also enter into agreements with employees and partners to grant bonus and salary advances or other types of loans. These advances and loans are repayable in the timeframes outlined in the underlying agreements. In addition, we also enter into deferred compensation agreements with employees providing services to us. The costs associated with such plans are generally amortized over the period in which they vest. (See Note 27 — “Compensation” and Note 28 — “Commitments and Contingencies” to our accompanying consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K).10-K.

Other income (loss), net is comprised of gains (losses) on equity method investments which represent our pro rata share of the net gains (losses) on investments over which we have significant influence but which we do not control, and the mark-to-market gains or losses on marketable and non-marketable investments.investments, and settlements from litigation unrelated to our operations.

We incur income tax expenses based on the location, legal structure, and jurisdictional taxing authorities of each of our subsidiaries. Certain of the Company’s entities are taxed as U.S. partnerships and are primarily subject to primarily the UBT in New York City. U.S. federal and state income tax liability or benefit related to the partnership income or loss, with the exception of the UBT, rests with the partners rather than the partnership entityentity. (seeSee Note 2 — “Limited Partnership Interests in Newmark Holdings and BGC Holdings” to our accompanying consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K).10-K. Our accompanying consolidated financial statements include U.S. federal, state and local income taxes on Newmark’s allocable share of the U.S. results of operations. Outside of the U.S., we operate principally through subsidiary corporations subject to local income taxes.

Newmark is subject to the tax laws and regulations of the U.S. and various non-U.S. jurisdictions. The OECD Pillar Two Framework provides for a minimum global effective tax rate of 15%. The EU Membermember Statesstates formally adopted the EU’s Pillar Two Directive with a subset of rules that became effective January 1, 2024. Other countries are also expected to implement similar legislation. The minimum global effective tax did not have a material impact on our 2024 and 2025 tax rate.rates.

Our pre-tax margins are affected by the mix of revenues generated. For example, servicing revenues tend to have higher pre-tax margins than Newmark as a whole, and margins from originating GSE/FHA loans, which are included in “Capital markets” in our consolidated statement of operations, tend to be lower, as we retain rights to service loans over time, and because this item includes non-cash GAAP gains attributable to OMSRs, which represent the fair value of expected net future cash flows from servicing recognized at commitment, net. Capital markets transactions tend to have higher pre-tax margins than leasing transactions. Pre-tax earnings margins on our property management and parts of our other GCSOS businesses are at the lower end of margins for the Company as a whole because they include some revenues that equal their related expenses. These revenues represent fully reimbursable compensation and non-compensation costs and may be referred to as “pass through revenues.”

This discussion summarizes the significant factors affecting our results of operations and financial condition during the three and six months ended MarchJune 31,30, 2026 and 2025. We operate in one reportable segment, real estate services. This discussion is provided to increase the understanding of, and should be read in conjunction with, our accompanying unaudited condensed consolidated financial statements and the notes thereto included elsewhere in this Quarterly Report on Form 10-Q.

There are several factors that impact results across our three main revenue sources (Management Services, Servicing Fees and Other; Leasing and Other Commissions; and Capital Markets), including both secular and cyclical industry trends as well astrends, macroeconomic dynamicsdynamics, and our investments in growth. These factors are discussed below.

Key Business Drivers. The key drivers of our business include our ability to attract and retain revenue generating headcount across our service lines, the productivity of these employees, and industry volumes in these areas. Volumes are largely a factor of economic and job growth, interest rates, and the demand for commercial real estate as an investmentinvestment, and the need for related debt and equity financing. In addition, demandDemand for our services is also influenced by secular trends with respect to outsourcing and other services we provide.

Attracting and Retaining Revenue-Generating Headcount. Over the twelve months ended MarchJune 31,30, 2026, we continued to solidify what we believe is our position as the platform of choice for many top professionals. InWe continue to attract some of the most prolific and experienced client-facing professionals in countries including the U.S., U.K., France, Germany, India, Italy, South Korea, and Singapore, we attracted some of the most prolificCanada, and experienced client-facing professionals.Singapore. We believe that these additions further demonstrate the strength of our global brand, and the value of our substantial investments in data,data analytics, technology, and talent. Our revenue-generating headcount across Capital Markets, Leasing and Other Commissions, and V&A in the U.S. was flat or up modestly year-on-year on a net basis over the last several quarters. Therefore, strong productivity gains in revenue per average producer and appraiser were the primary driver of our double-digit percentage year-on-year U.S. commission-based revenue growth.growth in second quarter and first half of 2026. We increased both the number of non-U.S. offices and our international revenue-generating headcount by mid-double-digit percentages year-on-year in the firstsecond quarter of 2026. As with nearly all newly hired professionals, these recent additions are expected to take at least 6 to 18 months to produce meaningful fees, although we generally record related expenses beginning in their first quarter with the Company. As more of Newmark’s newer team members ramp up, we expect to further improve our productivity and earnings over time, all else equal.

Continued Trends with Respect to Management Services, Servicing Fees and Other. Many of our Management Services offerings continue to benefit from increased outsourcing by corporations and other occupiers, owners of real estate, lenders, and investment funds.investors. We expect these outsourcing trends to persist for the foreseeable future, which should benefit our recurring revenue businesses as we continue to invest in areas including property, project, and facilities management, as well across our growing suite of managed services offerings. Between September 2025 and MarchJune 2026, our investments in recurring revenue businesses include the Company’s acquisitions of the Altus appraisalAppraisal platform, Catella, and RealFoundations, as well as the organic launches of our property and facilities management businesses in India and our new fund administration service line. We believe these newestrecent offerings in Management Services, Servicing Fees and Otherinvestments will help drive stable and predictable revenue and earnings growth over time.

Additionally, we operate a high margin and growing loan servicing and asset management business focused on GSE/FHA loans, as well as on bank, private credit, and commercial mortgage-backed securities clients. We expect this business to benefit as the overall amount of commercial and multifamily debt outstanding increases, we continue to gain origination market share, and we drive further cross selling between service lines. As of MarchJune 31,30, 2026, our overall loan servicing and asset management portfolio grew by 14.2%20.5% year-on-year to a record $222.1$219.3 billion (of which 64.8%62.2% was limited servicing and asset management, 35.2%37.0% was higher margin primary servicing, and 0.7% was special servicing). We expect our overall portfolio to continue providing a steady stream of income and cash flow over the life of the serviced loans.

These factors, combined with our ability to increase revenue synergies between our service lines, enabled us to grow Management Services, Servicing Fees and Other revenues by aan doubleapproximately digit16% CAGR between 2017 and 2026,2025, and to increase these recurring revenues by 21.2%17.7% year-on-year in the first quarter ended MarchJune 31,30, 2026.

Trends in GDP and Job Growth. Commercial real estate leasing activity has historically been positively correlated with job creation, particularly with respect to office-based employment, and with GDP growth. Unless otherwise noted, all of the following economic statistics are from Bloomberg, including interest rate futures market data and consensus estimates based on their respective AprilJuly 27,13, 2026 U.K. and AprilJuly 27,24, 2026 U.S. surveys of economists.

According to a preliminary estimate by the Bureau of Economic Analysis, U.S. GDP increased 2.0%at an annualized rate of 1.5% in the firstsecond quarter of 2026, after having expanded 2.1% in 2025 and 2.8% in 2024. According to the Wall Street Journal, U.S. GDP growth was once again led by increased capital expenditures on categories closely tied to artificial intelligence,AI, which may have contributed approximatelymore than half of all GDP growth in the quarter,quarter. While higher consumer spending also contributed to the rise, these factors were partially offset by lower federal spendings, private inventory investment, nonresidential structure investment, and resultednet in overall business investment expanding by more than 10% annualized.exports. While U.K. GDP for the quarter has not yet been released, the consensus is for it to grow by 0.6%0.2% year-on-year, after having expanded 1.4%1.3% in 2025 and 1.1% in 2024.

According to a preliminaryrevised estimate by the Bureau of Labor Statistics, the seasonally adjusted monthly average of U.S. non-farm payroll employment increased by approximately 63,00077,000 in the firstsecond quarter of 2026. In comparison, the monthly average grew by 10,000 and 122,000 in full years 2025 and 2024. The MarchJune 2026 U.S. unemployment rate (based on U-3) was unchanged versus a year earlier at 4.3%4.2% compared with 4.1% a year earlier. Per the Office for National Statistics, the comparable U.K. unemployment rate as of FebruaryMay 2026 (the most recent data available) was 4.9% versus 4.3%4.7% a year earlier.

The ten-year U.S. Treasury yield increased by approximately 150 and 240 basis points quarter-on-quarter and byyear-on-year, 111 basis points year-on-yearrespectively to 4.3%4.7% as of MarchJune 31,30, 2026. The ten-year U.K. Gilt yield increaseddeclined by approximately 439160 basis points quarter-on-quarter and increased by 241nearly 270 basis points year-on-year to 4.9%4.8% over the same timeframe. The year-on-year increases are mainly due to the sharp rise in prices for oil, natural gas, and other commodities due to the recent Middle East conflict.conflict and the closure of or disruption to the Strait of Hormuz. For context, ten-year U.S. Treasury and ten-year U.K. Gilt yields still remain below their 50-year average through December 31, 2025 of approximately 5.8% and 7.0%, respectively.

For the month ending MarchJune 31,30, 2026, the most commonly cited U.S. and U.K. inflationconsumer measuresprice indices were up 3.3%3.5% and 3.4%,2.8%, respectively, versus a year earlier. TheyInflation havehas both been higher than the 2% targets set by both the FOMC and MPC since June,June 2021, and the headline inflationfigures in both countries increasedhave monthbeen overelevated monthin recent months due largely to the aforementioned increase in energy prices. The surveyed economists continue to expect inflation to remain above these targets for at least the next two calendar years. Concerns about continued U.S. GDP growth, above-target inflation, and a possiblypotentially stagnantslowing job market may present a challenge to the FOMC's dual mandate. This havehas reducedled claritymore ineconomists termsto of how fastexpect the central bank willto lowereither maintain or possibly raise short term rates.rates in the near term. The U.K. has experienced many of these same issues, albeit with lower GDP and labor productivity growth andand, in most recent periods, higher inflation. As a result, both economists and the futures markets expect short-term yields in both countries to be higher for the foreseeable future. The futures market is currently pricing in zeromoderate short term benchmark rate cutshikes in the U.S.U.S., through the middle of 2027, and expects a slight increase in such rates in the U.K.U.K., and Eurozone bythrough at least the firstsecond quarter of next year.2027.

Despite the possibility of flat or rising short term rates, other metrics that are inversely correlated with easier availability of credit for real estate investors remain well below their five year averages in the U.S., and at or below average in the U.K. and Eurozone. We believe this is most positive for commercial real estate capital markets transactions in the U.S., and generally positive for them in the U.K. and Eurozone. These metrics include interest rate volatility as measured by the ICE BofA MOVE Index and credit spreads as indicated by the Bloomberg U.S. Corp BBB/Baa - Treasury 10 Year Spread, as well as similar metrics with respect to the U.K. and Eurozone. Given therelatively stablelow interest rate environmentvolatility and historically narrow credit spreads in the U.S., we believe current market conditions remain favorable for a continued recovery of U.S. industry capital markets volumes, and to a lesser extent in the U.K. and Continental Europe. Because of Newmark's ongoing investments in talent outside the U.S.,talent, and because our recently hired international revenue generating professionals have yet to fully ramp up, we expect to gain further global market share across our commission-based businesses over the near- and medium-term.

Industry Leasing Activity. Unless otherwise stated, all industry leasing data is from Newmark Research and/or CoStar.CoStar, is preliminary, and is subject to possible future revisions. Office leasing remains the majority of activity for both Newmark and the industry.

U.S. overallindustry office leasing activity (for deals over 10,000 square feet) totaled nearlyjust 60over 55 million square feet in the firstsecond quarter of 2026. This represented a 7.5%9.1% improvement year-over-yearyear-over-year, but was roughly 30% below the average for 2018 and was the best performance since the fourth quarter of 2023.2019. The continuing recovery was geographically diverse, led by New York and San Francisco. This was the 13th consecutive quarter with activity above 3 million square feet in New York City, Sanwhile Francisco,it and Dallas/Fort Worth driving much ofwas the firstthird quarterhighest improvement,quarterly althoughtotal on record for San FranciscoFrancisco. However, the latter continues to have one of the highest vacancy rates among major U.S. markets. Artificial intelligenceAI and other technology companies have become a strong driver of office demand, concentrated in key hubs like New York and San Francisco, Newas Yorkwell City,as Seattle, Los Angeles, and Austin. With respect to the U.K., London hascontinues ledto lead the recoverycountry in demand for office space, including from artificial intelligenceAI firms and other technology companies.companies, Netas absorptionwell as companies in financial services, retail, consulting, and legal services. Office leasing volumes for London hasincreased beenby stronglyapproximately positive10% in recent quarters, which largely offset negative absorptionyear-on-year in the rest of the U.K. Given improving demand, the overall U.K. office vacancy rate may have peaked in the firstsecond quarter of 2026 at 9.1%.2026. With the pipeline of new U.S. office construction expecteddown to85% drop off dramatically beginning this year in Newmark's key markets,from the ongoingearly enhancement2020 ofpeak Classand BU.K. office properties,starts at or near all time lows, and the conversion of obsolete space into multifamily and other uses, we expect office fundamentals to continue to improve.improve in our key markets.

We expect demand for office space to continue to be supported by the reset in values due to near-term debt maturities. We also continue to see increased need for high quality office space in an increasing number of markets, led by ongoing return-to-workplace plans. Placer.ai data for MarchJune 2026 indicates that in-person attendance in the U.S. increased to an average of 73.5%75.2% of MarchJune 2019 pre-pandemic levels versus 66.0%72.8% a year earlier.earlier, Thisall representedon aper year-on-yearworking improvementday basis. June was the best post-pandemic month in attendanceterms of 11.4%.nationwide attendance relative to the same month in 2019. According to this same source, Miami and New York were both above 90% ofexceeded pre-pandemic levels,levels by 2.7 percentage points, while every other major metropolitan area in the U.S. improved year-on-year, with Los Angeles and San Francisco postedshowing the strongestlargest year-on-yeargains. growthIn the U.K., data from Remit Consulting indicate that office attendance in attendance.June 2026 reached its highest level since the pandemic began.

New U.S. industrial leasing activity continued its momentum in the firstsecond quarter of 2026, growing by morenearly than29% 12%versus year-on-year,the second quarter of 2025. While it was a relatively easy year-on-year comparison, this was the best quarter of new industrial leasing volume since the third quarter of 2022, led by large modern warehouses and distribution centers. This represented the best quarter of new leasing volume since the third quarter of 2022. Tenants in many metropolitan areasmarkets are upgrading to newer facilities, and there was a notable uptick in industrial leasing related to data center development in certain markets. The national industrial vacancy rate fell 6 basis points quarter-over-quarter,for the firstsecond vacancyconsecutive decline since 2022,quarter, signaling that the market mayis be nearpast peak vacancy. With respect to the U.K., industrial vacancy improvedfell for the thirdfourth consecutive period to 7.3%7.0% in the firstsecond quarter of 2026,2026. whileOccupier leasingactivity volumein increasedthe second quarter was led both by 3%new sequentiallyoverseas entrants to the U.K. and by 8%domestic year-on-year.firms, Leasingparticularly demandthose wasaligned driven bywith e-commerce retailers, supermarkets, food companies, automotive-related occupiers, and construction suppliers.defense. Speculative development foractivity remained low in the twelvesecond monthsquarter endingof March2026 31,and 2026,far wasbelow the lowestfive inyear terms of square feet since the twelve months ending September 30, 2020,average, which should continue to support prime headline rents in the U.K.

U.S. retail leasing activity for centers and properties of at least 20,000 square feet fell to 27.5 million square feet in the firstsecond quarter of 2026, which was approximately 33%34% below the trailing ten-year average. Retailers continue to find it difficult to locate space in prime assets, as retail centers built from the year 2000 onward remain in high demand with a national occupancy rate above 97%. Among major markets, Dallas-Fort Worth, Phoenix, and Houston remain the most active. However,With atlimited justnew 5.3%,construction, occupiers continue to have difficulty finding suitable locations. The 8.4 million square feet of positive net absorption, along with a limited number of move-outs, reduced the overall U.S. retail vacancy rate remainsto approximately5.2%, 1.2which is 1.3 percentage points below the long-term average as of MarchJune 31,30, 2026. Retail properties built from 2000 onward remain the most desirable, with a national availability rate below 3%. In the U.K., retail has entered a more stable phase after its long correction, with annual rental growth positive since 2023 and vacancy now trending downwards.

Against this generally improving market backdrop, Newmark’s revenues from Leasing and Other Commissions increased by 20.2%17.2% for the quarter ended MarchJune 31,30, 2026.

Industry Capital Markets Activity. We believe that we oncecontinue againto gainedgain share in Capital Markets in the first quarter of 2026,Markets, while overall industry volumes continued to improve. For example, based on their analysis of the most recently available data from MSCI and/or the MBA, Newmark Research estimates that U.S. notional investment sales volumes were up by approximately by 33%28% and 28%, respectively, year-on-year29%year-on-year in the three and twelve months ending MarchJune 31,30, 2026.2026, respectively. Activity improved by double digit percentages nationally across nearly every major property type. In comparison, Newmark's U.S. Investment Sales volumes improved by approximately 32%73% and 43%, respectively,53% year-on-year inover thesame threerespective and twelve months ending March 31, 2026.periods. Preliminary MSCI data indicates that global investment sales volumes excluding the U.S. grewwere byup at least 2%1% year-on-year over the twelve months ending MarchJune 31,30, 2026, although this source often revises such figures upwards at a later date. Due to our international investments, we grew our non-U.S. Investment Sales volumes by 65%132% over the same period,trailing twelve months, albeit from a lowerlow base.

Newmark faced challenging year-on-year comparisons in the second quarter of 2026 due to our approximately 135% improvement in Total Debt volumes in the year earlier period, which included the $7.1 billion AI data center construction loan related to the Stargate Project. On a trailing twelve month basis, we continued to gain share. Based on their analysis of historical figures from the MBA and MSCI lending data, Newmark Research estimates that U.S. commercial and multifamily originations increased by 29%21% and 40%,37%, respectively, in the three and twelve months ending MarchJune 31,30, 2026 versus athe year earlier.earlier periods. In comparison, Newmark increased itsNewmark’s U.S. Total Debt volumes declined by approximately 112%19% and 79%,grew by 43%, respectively, over these same periods. While we continue to generate nearly all debt volumes in the U.S., we expect to increase our international mortgage brokerage and debt placement platform as we continue to invest in non-U.S. talent.

Three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025

Management Services, Servicing Fees and Other revenues increased by $60.1$52.8 million, or 21.2%,17.7%, to $344.0$351.2 million for the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025. This increase wasincluded leddouble bydigit double-digitpercentage organic growth fromled by Valuation and Advisory, our high margin servicing and asset management platform, and Newmark’s expanding suite of other Management Servicesoutsourcing businesses. TheseThis resultsimprovement also benefited fromreflects recent acquisitions.

Leasing and Other Commission revenues increased by $42.0$40.8 million, or 20.2%,17.2%, to $250.0$278.0 million for the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025, which was driven by strongsignificantly activityhigher acrossoffice office,volumes retail,in key markets including New York City, the San Francisco Bay Area, and industrial.Los Angeles.

Capital Markets revenues increased by $78.9$35.8 million, or 45.5%,16.0%, to $252.5$259.2 million for the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025. The increase reflects a 51.5%54.4% improvement in investment sales fees and a 39.4% increase in commercial mortgage origination, net, both of which reflected significant client activity from multifamily,was led by higher multifamily activity, particularly for senior housing and,and affordable housing, as well as robust growth in industrial and office sales. This was partially offset by lower origination activity, given Newmark’s challenging year-on-year comparison due to aits lesserapproximately extent,135% affordableimprovement housing.in TheTotal increaseDebt alsovolumes reflectsin improvementsthe fromsecond lodging,quarter industrial,of and office.2025.

Compensation and employee benefits expense increased by $116.1$84.7 million, or 29.1%,18.6%, to $515.6$539.7 million for the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025. The increase reflectsis due to higher commission-based revenues, costs recorded by recently acquired companies, expenses related to global growth initiativesinitiatives, and costspass recordedthrough byexpenses recentlyrelated acquiredto companies.the double-digit growth of Newmark's Occupier Solutions and Property Management businesses.

Equity-based compensation and allocations of net income to limited partnership units and FPUs decreasedincreased by $6.0$8.0 million, or 8.0%,13.3%, to $68.4$68.1 million for the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025. This increase is due to the timing of grants of exchangeability, including with respect to contract renewals.

Operating, administrative and other expenses increased by $27.5$35.1 million, or 17.8%,23.3%, to $181.4$186.1 million for the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025 due to highera $0.2 million charge related to lease terminations for liquidated entities, compared to a credit of $14.5 million for the same item in the year earlier period. This also reflects an $11.8 million increase in overall pass through costs,items expenses directly tiedrelated to revenuethe improvementsdouble-digit growth of Newmark’s Occupier Solutions and investmentsProperty inManagement future growth.businesses.

Fees to related parties decreasedincreased by $1.0$0.3 million, or 10.9%,3.8%, to $8.5$8.1 million for the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025.

Depreciation and amortization for the three months ended MarchJune 31,30, 2026 decreasedincreased by $0.1$3.4 million, or 0.3%,7.9%, to $46.2$46.0 million compared to the three months ended MarchJune 31,30, 2025.2025 primarily due to a $3.1 million increase in fixed asset impairments related to terminated leases.

Other income (loss), net was $0.6$16.0 thousand and $0.2 million offor the three months ended June 30, 2026 and 2025, respectively. The income for the three months ended MarchJune 31,30, 20262025 consistingrelated ofto recoveries from forfeited shares of restricted Newmark Class A common stock.

Interest expense, net decreased by $1.6 million, or 18.5%,17.8%, to $6.9$7.4 million during the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025.2025 primarily due to a $1.7 million increase in interest income.

Provision for income taxes increased by $13.5$5.4 million, or 134.1%,127.7%, to $3.4$9.6 million for the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025 primarily due to the impact of change in the level and geographic mix of pre-tax earnings and 2025 tax benefit from revaluation ofcertain deferred tax assetsasset due to a corporate ownership change.adjustments. In general, our consolidated effective tax rate can vary from period to period depending on, among other factors, the level, geographic and business mix of our earnings.

Net income attributable to noncontrolling interests increaseddecreased by $9.4$5.0 million, or 130.6%,57.2%, to $2.2$3.7 million for the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025. This increase was primarily driven by higher pre-tax income.