Please wait

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13D/A 0001250975 XXXXXXXX LIVE 5 Class A Common Stock, par value $0.01 per share 10/06/2025 false 0001690680 65158N102 Newmark Group, Inc. 125 PARK AVENUE NEW YORK NY 10017 Stephen M. Merkel, Esq. (212) 610-2200 Cantor Fitzgerald, L.P. 499 Park Avenue New York NY 10022 0001250975 N LUTNICK HOWARD W OO N X1 0.00 0.00 0.00 0.00 0.00 N 0.0 IN Class A Common Stock, par value $0.01 per share Newmark Group, Inc. 125 PARK AVENUE NEW YORK NY 10017 This Amendment No. 5B (this "Amendment") amends the Schedule 13D, dated March 19, 2018 (the "Original 13D"), subsequently amended by Amendment No. 1 to the Original 13D, dated December 12, 2018 ("Amendment No. 1"), Amendment No. 2 to the Original 13D, dated November 21, 2024 ("Amendment No. 2"), Amendment No. 3 to the Original 13D, dated February 19, 2025 ("Amendment No. 3"), and Amendment No. 4 to the Original 13D, dated May 19, 2025 ("Amendment No. 4") filed by Cantor Fitzgerald, L.P., a Delaware limited partnership ("CFLP"), CF Group Management, Inc., a New York corporation ("CFGM"), and Howard W. Lutnick, and Amendment No. 5A to the Original 13D, dated October 6, 2025 ("Amendment 5A") filed by CFLP, CFGM and Brandon G. Lutnick. Except as specifically provided herein, this Amendment No. 5B does not modify any of the information previously reported in the Original 13D as so amended. Capitalized terms used in this Amendment but not defined herein shall have the respective meanings ascribed to them in the Original 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4 or Amendment No. 5A, as the case may be. Unless otherwise noted, the terms "Class A Common Stock" and "Class B Common Stock" refer to the Class A Common Stock, par value $0.01 per share, and Class B Common Stock, par value $0.01 per share, respectively, of Newmark Group, Inc., a Delaware corporation (the "Company"). This Amendment No. 5B is being filed solely by Howard W. Lutnick to indicate that he no longer has any voting or dispositive power of the securities of the Company and therefore has ceased to be a Reporting Person. Item 4 is hereby amended and supplemented with the following: Completion of Howard W. Lutnick Divestiture In accordance with the transactions described in Amendment No. 4, Mr. Howard W. Lutnick, the U.S. Secretary of Commerce and the Company's former Executive Chairman, has completed his previously announced divestiture of his holdings in the Company in connection with his appointment as the U.S. Secretary of Commerce. The sale of such interests was completed on October 6, 2025, and as a result, Mr. Howard W. Lutnick no longer has any voting or dispositive power over any of the securities of the Company and is filing this Amendment as a final amendment to reflect his zero ownership. Item 5 is hereby amended and restated as follows: As of October 6, 2025, Mr. Howard Lutnick does not beneficially own any shares of Class A Common Stock or Class B Common Stock. Number of shares of Class A Common Stock beneficially owned as to which Howard W. Lutnick has: (i) sole power to vote or direct the vote: 0 (ii) shared power to vote or direct the vote: 0 (iii) sole power to dispose or to direct the disposition: 0 (iv) shared power to dispose of or to direct the disposition: 0 See Item 4 of this Amendment, of Amendment No. 4 and of Amendment No. 5A, which are each incorporated by reference herein. In a transaction effective immediately after the closings of the sale of the CFGM voting shares described in Item 4 of Amendment No. 5A, the Company repurchased 4,400 shares of Class A Common Stock held by Mr. Lutnick's spouse at a price per share of $11.04, less $0.048 per share (which are the after-tax portion of paid and payable dividends to her). N/A As of October 6, 2025, Mr. Howard W. Lutnick ceased to be a beneficial owner of more than 5% of the Class A Common Stock. LUTNICK HOWARD W /s/ Howard W. Lutnick Howard W. Lutnick/ Self 10/06/2025