Newmark Group Files Routine 8-K on Jan 5, No New Material Events

TL;DR

**Newmark Group filed a routine 8-K, nothing major to report.**

AI Summary

Newmark Group, Inc. filed an 8-K on January 5, 2024, to report an 'Other Event' and 'Financial Statements and Exhibits'. This filing indicates that Newmark Group, Inc. is a Delaware-incorporated company with its principal executive offices at 125 Park Avenue, New York, NY, and its Class A Common Stock (NMRK) is registered on The Nasdaq Stock Market LLC. For investors, this filing primarily serves as a routine update, confirming the company's current registration details and compliance with SEC reporting requirements, without disclosing any specific new material financial or operational events.

Why It Matters

This filing is a standard compliance update, confirming Newmark Group's registration details and stock exchange listing. It doesn't contain new financial or operational news, so it has minimal immediate impact on stock valuation.

Risk Assessment

Risk Level: low — This 8-K is a procedural filing with no new material information, posing no immediate risk or opportunity.

Analyst Insight

Investors should note this is a standard compliance filing and does not contain new information that would typically warrant a change in investment strategy. It's a 'no news is good news' type of update, confirming ongoing regulatory adherence.

Key Numbers

• 001-38329 — Commission File Number (Newmark Group's SEC file number)
• 81-4467492 — I.R.S. Employer Identification No. (Newmark Group's IRS number)
• $0.01 — par value (par value of Newmark Group's Class A Common Stock)

Key Players & Entities

• Newmark Group, Inc. (company) — the registrant filing the 8-K
• Delaware (company) — state of incorporation for Newmark Group, Inc.
• The Nasdaq Stock Market LLC (company) — exchange where Newmark Group's Class A Common Stock is registered
• NMRK (company) — trading symbol for Newmark Group's Class A Common Stock

FAQ

Key Financial Figures

• $0.01 — which registered Class A Common Stock, $0.01 par value NMRK The Nasdaq Stock Mar
• $600.0 million — ng the pricing of a private offering of $600.0 million aggregate principal amount of its 7.500
• $125.0 million — d that it or an affiliate will purchase $125.0 million aggregate principal amount of 7.500% No
• $420.0 million — Notes to repay all or a portion of the $420.0 million outstanding under its Delayed Draw Term

Filing Documents

• d110293d8k.htm (8-K) — 27KB
• d110293dex991.htm (EX-99.1) — 4KB
• d110293dex992.htm (EX-99.2) — 5KB
• 0001193125-24-003496.txt ( ) — 157KB
• nmrk-20240105.xsd (EX-101.SCH) — 3KB
• nmrk-20240105_lab.xml (EX-101.LAB) — 17KB
• nmrk-20240105_pre.xml (EX-101.PRE) — 11KB
• d110293d8k_htm.xml (XML) — 3KB

01

Item 8.01. Other Events. Press Releases Regarding Private Notes Offering On January 5, 2024, pursuant to Rule 135c under the Securities Act of 1933, as amended (the "Securities Act"), Newmark Group, Inc. (the "Registrant," "Newmark," or the "Company") issued a press release announcing its intention to commence a private offering of senior unsecured notes, subject to market conditions and other factors. Later on January 5, 2024, also pursuant to Rule 135c under the Securities Act, Newmark issued a press release announcing the pricing of a private offering of $600.0 million aggregate principal amount of its 7.500% senior unsecured notes due 2029 (the "7.500% Notes"). The 7.500% Notes will not be registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Cantor Fitzgerald, L.P., the Company's majority stockholder ("Cantor") has agreed that it or an affiliate will purchase $125.0 million aggregate principal amount of 7.500% Notes in the offering, which purchase was approved by the Audit Committee of the Board of Directors of the Company. The Company intends to use the net proceeds from the sale of the 7.500% Notes to repay all or a portion of the $420.0 million outstanding under its Delayed Draw Term Loan Credit Agreement, dated as of August 10, 2023, by and among the Company, as borrower, the several financial institutions from time to time party thereto, as lenders, and Bank of America, N.A., as administrative agent. Any additional net proceeds will be used to repay outstanding revolving debt, including with respect to borrowings under the Credit Agreement, dated as of November 30, 2018 and amended December 20, 2023, between Newmark and Cantor, and for general corporate purposes. Copies of the press releases are attached as Exhibit 99.1 and Exhibit 99.2 to this Form 8-K. Nothing in this filing or the attached press releases

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. The exhibit index set forth below is incorporated by reference in response to this Item 9.01. EXHIBIT INDEX Exhibit Number Description 99.1 Newmark Group, Inc. press release regarding announcement of private offering of senior unsecured notes, dated January 5, 2024 99.2 Newmark Group, Inc. press release regarding pricing of private offering of 7.500% Notes, dated January 5, 2024 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized. Newmark Group, Inc. Date: January 5, 2024 By: /s/ Howard W. Lutnick Name: Howard W. Lutnick Title: Executive Chairman [Signature Page to Form 8-K, dated January 5, 2024, regarding press releases announcing the commencement and pricing of Newmark's senior notes offering.]

View Full Filing

View this 8-K filing on SEC EDGAR