NMRK Newmark Group Inc

Registration No. 333-           

As filed with the Securities and Exchange Commission on October 18, 2024

 

  

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Newmark Group, Inc.

(Exact name of registrant as specified in its charter)

 

 

Delaware		81-4467492
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

 

125 Park Avenue

New York, New York 10017

(Address of Principal Executive Offices) (Zip Code)

 

 

Amended and Restated Newmark Group, Inc. Long Term Incentive Plan

(Full title of the plan)

 

 

Stephen M. Merkel

Executive Vice President and Chief Legal Officer

Newmark Group, Inc.

125 Park Avenue

New York, New York 10017

(Name and address of agent for service)

 

(212) 372-2000

(Telephone number, including area code, of agent for service)

  

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer	☒		Accelerated filer	☐
Non-accelerated filer	☐		Smaller reporting company	☐
			Emerging growth company	☐

 

If an emerging growth company, include by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

 

 

EXPLANATORY NOTE

 

This Registration Statement on Form S-8 (this “Registration Statement”) is filed by Newmark Group, Inc. (“we,” “us,” “our” or the “Registrant”) for the purpose of registering 100,000,000 additional shares of our Class A Common Stock, par value $0.01 per share (the “Class A Common Stock”), and additional Restricted Stock Units and Other Stock-Based Awards under the Securities Act of 1933, as amended, pursuant to the Amended and Restated Newmark Group, Inc. Long Term Incentive Plan (the “Plan”). Such shares of Class A Common Stock may be issued over time in accordance with then-current compensatory arrangements. Additionally, we may acquire shares of Class A Common Stock and limited partnership units of Newmark Holdings, L.P. under our share repurchase and unit redemption programs in effect from time to time to mitigate share issuance growth. The shares of the Class A Common Stock, Restricted Stock Units and Other Stock-Based Awards registered herein to be offered and sold pursuant to the Plan are of the same classes of securities as the shares of the Class A Common Stock, Restricted Stock Units and Other Stock-Based Awards registered under our currently effective Registration Statements on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on December 20, 2017 (File No. 333-222201), November 20, 2019 (File No. 333-234785), September 2, 2021 (File No. 333-259262), April 4, 2023 (File No. 333-271119), and August 25, 2023 (File No. 333-274235) (collectively, the “Prior Registration Statements”). Pursuant to General Instruction E to Form S-8, the contents of the Prior Registration Statements are incorporated herein by reference except to the extent supplemented, amended or superseded by the information set forth herein. Only those items containing new information not contained in the Prior Registration Statements are presented herein.

 

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3. Incorporation of Documents by Reference.

 

The following documents previously filed by us with the Commission are incorporated by reference into this Registration Statement:

 

(a)

Our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the Commission on February 29, 2024.

 

(b)

Our Amendment No. 1 to our Annual Report on Form 10-K/A for the fiscal year ended December 31, 2023, filed with the Commission on April 26, 2024.

 

(c)

Our Definitive Proxy Statement for our 2024 Annual Meeting of Stockholders, filed with the SEC on September 6, 2024.

 

(d)

Our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2024, filed with the Commission on May 10, 2024.

 

(e)

Our Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2024, filed with the Commission on August 8, 2024.

 

(f)

Our Current Reports on Form 8-K, filed with the Commission on January 5, 2024, January 12, 2024, February 22, 2024 (other than as indicated therein), April 30, 2024, May 3, 2024 (other than as indicated therein), June 10, 2024, August 2, 2024 (other than as indicated therein), August 12, 2024, and October 18, 2024.

 

(g)

The description of the Class A Common Stock contained in our Registration Statement on Form 8-A (Registration No. 001-38329), filed with the Commission on December 14, 2017, as updated by Exhibit 4.1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed with the Commission on February 29, 2024, including any amendment or report filed for the purpose of updating such description.

 

All documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of the filing of such documents.

 

Any statement contained herein or in a document, all or a portion of which is incorporated or deemed to be incorporated by reference herein, shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

 

 

Item 6. Indemnification of Directors and Officers

 

Section 145 of the Delaware General Corporation Law (the “DGCL”) provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending or completed actions, suits or proceedings in which such person is made a party by reason of such person being or having been a director, officer, employee or agent of the Registrant. The DGCL provides that Section 145 is not exclusive of other rights to which those seeking indemnification may be entitled under any bylaws, agreement, vote of stockholders or disinterested directors or otherwise. The Registrant’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws provide for indemnification by the Registrant of its directors and officers to the fullest extent permitted by the DGCL.

 

Section 102(b)(7) of the DGCL permits a corporation to provide in its certificate of incorporation that a director or officer of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, except for liability of (1) a director or officer for any breach of the director’s or officer’s duty of loyalty to the corporation or its stockholders, (2) a director or officer for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (3) a director under Section 174 of the DGCL, (4) a director or officer for any transaction from which the director or officer derived an improper personal benefit or (5) an officer in any action by or in the right of the corporation. The Registrant’s Amended and Restated Certificate of Incorporation provides for such limitation of liability to the fullest extent permitted by the DGCL.

 

The Registrant maintains standard policies of insurance under which coverage is provided (1) to its directors and officers against loss arising from claims made by reason of breach of duty or other wrongful act, while acting in their capacity as directors and officers of the Registrant, and (2) to the Registrant with respect to payments which may be made by the Registrant to such directors and officers pursuant to any indemnification provision contained in the Registrant’s Amended and Restated Certificate of Incorporation or Amended and Restated Bylaws or otherwise as a matter of law.

 

 

Item 8. Exhibits.

 

The Exhibit Index set forth below is incorporated by reference in response to this Item 8.

 

EXHIBIT INDEX

 

Exhibit No.		Description
4.1		Second Amended and Restated Certificate of Incorporation of Newmark Group, Inc. (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on October 18, 2024)
4.2		Amended and Restated Bylaws of Newmark Group, Inc. (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed with the Commission on December 19, 2017)
4.3		Amended and Restated Newmark Group, Inc. Long Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on October 18, 2024)
5.1*		Opinion of Stephen M. Merkel
23.1*		Consent of Ernst & Young LLP
23.2*		Consent of Stephen M. Merkel (included in Exhibit 5.1)
24.1*		Powers of Attorney (included on the signature page of this Registration Statement)
107*		Filing Fee Table

 

*

Filed herewith

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on October 18, 2024.

 

	Newmark Group, Inc.
	By:	/s/ Howard W. Lutnick
		Name:	Howard W. Lutnick
		Title:	Executive Chairman

 

[Signature Page to Registration Statement on Form S-8 re: Amended and Restated Newmark Group, Inc. Long Term Incentive Plan]

 

POWERS OF ATTORNEY

 

Each of the undersigned, whose signature appears below, hereby constitutes and appoints Howard W. Lutnick and Stephen M. Merkel, and each of them, as his or her true and lawful attorneys-in-facts and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, or his or her substitute or substitutes, and each of them, full power and authority to do and perform each and every act and thing necessary or appropriate to be done with respect to this Registration Statement or any amendments hereto in the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

 

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons, in the capacities and on the date indicated:

 

Signature		Capacity in Which Signed		Date
/s/ Howard W. Lutnick		Executive Chairman and Director		October 18, 2024
Howard W. Lutnick		(Principal Executive Officer)
/s/ Barry M. Gosin		Chief Executive Officer		October 18, 2024
Barry M. Gosin
/s/ Michael J. Rispoli		Chief Financial Officer		October 18, 2024
Michael J. Rispoli		(Principal Financial and Accounting Officer)
/s/ Virginia S. Bauer		Director		October 18, 2024
Virginia S. Bauer
/s/ Kenneth A. McIntyre		Director		October 18, 2024
Kenneth A. McIntyre
/s/ Jay Itzkowitz		Director		October 18, 2024
Jay Itzkowitz

 

[Signature Page to Registration Statement on Form S-8 re: Amended and Restated Newmark Group, Inc. Long Term Incentive Plan]

 

Exhibit 5.1

 

NEWMARK GROUP, INC.

 

October 18, 2024

 

Newmark Group, Inc.

125 Park Avenue

New York, New York 10017

 

Ladies and Gentlemen:

 

I am the Executive Vice President and Chief Legal Officer of Newmark Group, Inc., a Delaware corporation (the “Company”). In connection with the Registration Statement on Form S-8 (the “Registration Statement”) filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) on the date hereof, relating to the registration under the Securities Act of 1933, as amended (the “Securities Act”), of the offer and sale of up to 100,000,000 shares (the “Shares”) of Class A common stock, par value $0.01 per share (the “Class A Common Stock”), and Restricted Stock Units, with or without dividend equivalents, and Other Stock-Based Awards, representing rights to acquire some or all of the Shares, pursuant to the Company’s Amended and Restated Long Term Incentive Plan (the “Plan”), you have requested my opinion with respect to the matters set forth below.

 

For the purposes of this opinion letter, I, or attorneys working under my direction (collectively, “we”), have examined the Registration Statement and the originals, or duplicates or certified or conformed copies, of such corporate records, agreements, documents and other instruments, including the Second Amended and Restated Certificate of Incorporation of the Company (the “Certificate of Incorporation”), the Amended and Restated Bylaws of the Company (the “Bylaws”) and the Plan, and have made such other investigations as we have deemed relevant and necessary in connection with the opinions set forth below. As to questions of fact material to this opinion letter, we have relied upon oral and written representations and certificates of officers and other representatives of the Company and certificates or comparable documents of public officials.

 

In making such examination and rendering the opinions set forth below, we have assumed without verification the genuineness of all signatures, the authenticity of all documents submitted to us as originals, that all documents submitted to us as certified copies are true and correct copies of such originals, the authenticity of the originals of such documents submitted to us as certified copies, and the legal capacity of all individuals executing any of the foregoing documents.

 

We have also assumed that any Shares to be offered and sold from time to time will be duly authorized and issued in accordance with the Certificate of Incorporation and the Bylaws, the authorizing resolutions of the Board of Directors of the Company or a committee thereof and applicable law, and that any certificates evidencing such Shares will be duly executed and delivered, against receipt of the consideration approved by the Company, which will be no less than the par value of the Class A Common Stock on a per share basis.

 

Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, I am of the opinion that, when the Shares and any Restricted Stock Units and Other Stock-Based Awards sold have been issued, delivered and paid for in the manner contemplated by and upon the terms and conditions set forth in the Plan, the Shares will be validly issued, fully paid and nonassessable, and the Restricted Stock Units and Other Stock-Based Awards will constitute valid and legally binding obligations of the Company.

 

I am a member of the bar of the State of New York, and I do not express any opinion herein concerning any law other than the laws of the State of New York and the Delaware General Corporation Law (including the statutory provisions, all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting the foregoing).

 

I hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement. In giving such consent, I do not thereby admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act, and the rules and regulations of the Commission promulgated thereunder.

 

	Very truly yours,
	/s/ Stephen M. Merkel
	Stephen M. Merkel Executive Vice President and Chief Legal Officer

 

[Signature Page to Exhibit 5.1 Legal Opinion on Form S-8 re: Amended and Restated Newmark Group, Inc. Long Term Incentive Plan]

Exhibit 23.1

 

Consent of Independent Registered Public Accounting Firm

 

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Amended and Restated Newmark Group, Inc. Long Term Incentive Plan of our reports dated February 29, 2024, with respect to the consolidated financial statements of Newmark Group, Inc. and the effectiveness of internal control over financial reporting of Newmark Group, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2023, filed with the Securities and Exchange Commission.

 

/s/ Ernst & Young LLP

 

New York, New York

October 18, 2024

Ex-Filing Fees

CALCULATION OF FILING FEE TABLE

S-8

NEWMARK GROUP, INC.

Table 1: Newly Registered Securities

Line Item Type		Security Type		Security Class Title		Notes		Fee Calculation Rule		Amount Registered		Proposed Maximum Offering Price Per Unit			Maximum Aggregate Offering Price			Fee Rate		Amount of Registration Fee
Fees to be Paid		Equity		Class A Common Stock, par value $0.01 per share		(1)		Other		100,000,000		$	14.4875		$	1,448,750,000.00		0.0001531		$	221,803.63
Fees to be Paid		Equity		Restricted Stock Units		(2)		Other										0.0001531			0.00
Fees to be Paid		Equity		Other Stock-Based Awards		(3)		Other										0.0001531			0.00
Total Offering Amounts:															$	1,448,750,000.00				$	221,803.63
Total Fee Offsets:																					0.00
Net Fee Due:																				$	221,803.63

 

__________________________________________
Offering Notes

(1)

Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), the number of shares of Class A Common Stock, par value $0.01 per share (the “Class A Common Stock”), of Newmark Group, Inc. being registered shall include an indeterminate number of additional shares which may become issuable as a result of stock splits, stock dividends, or similar transactions in accordance with the anti-dilution provisions of the Amended and Restated Newmark Group, Inc. Long Term Incentive Plan (the “Plan”). The proposed maximum offering price per unit herein is calculated pursuant to Rules 457(c) and 457(h) under the Securities Act, and is based upon the average of the high and low sale prices of the Class A Common Stock reported on the Nasdaq Global Select Market on October 11, 2024.

(2)

Restricted Stock Units represent rights, with or without dividend equivalents, to acquire shares of the Class A Common Stock pursuant to the Plan upon the vesting thereof for no additional consideration. Each Restricted Stock Unit shall represent a right to acquire one share of the Class A Common Stock, subject to adjustment for stock splits, stock dividends, or similar transactions in accordance with the anti-dilution provisions of the Plan. The aggregate number of Restricted Stock Units and Other Stock-Based Awards (as described in footnote (3)) sold pursuant to the Plan shall not exceed the number of shares of the Class A Common Stock being registered herein, as adjusted pursuant to Rule 416(a) under the Securities Act. The Restricted Stock Units registered herein are included in the offering price and fee calculations for the shares of the Class A Common Stock being registered herein. Any value attributable to the Restricted Stock Units is reflected in the market price of the Class A Common Stock, and any Restricted Stock Units sold will be sold for consideration not to exceed the value of the underlying shares of the Class A Common Stock represented by the Restricted Stock Units on the date of sale. Accordingly, there is no additional offering price or registration fee with respect to the Restricted Stock Units being registered herein.

(3)

Other Stock-Based Awards represent rights to acquire shares of the Class A Common Stock for no additional consideration pursuant to the Plan, upon the exchange of exchangeable REUs, PSUs, LPUs or certain other limited partnership units issued by Newmark Holdings, L.P. (“Newmark Holdings”) pursuant to the Newmark Holdings Participation Plan, and upon the exchange of compensatory exchangeable Founding Partner Units issued by Newmark Holdings. Each Other Stock-Based Award shall represent a right to acquire one share of the Class A Common Stock, subject to adjustment as described in the Amended and Restated Agreement of Limited Partnership of Newmark Holdings, as amended, and for stock splits, stock dividends, or similar transactions in accordance with the anti-dilution provisions of the Plan. The aggregate number of Restricted Stock Units (as described in footnote (2)) and Other Stock-Based Awards sold pursuant to the Plan shall not exceed the number of shares of the Class A Common Stock being registered herein, as adjusted pursuant to Rule 416(a) under the Securities Act. The Other Stock-Based Awards registered herein are included in the offering price and fee calculations for the shares of the Class A Common Stock being registered herein. Any value attributable to the Other Stock-Based Awards is reflected in the market price of the Class A Common Stock, and any Other Stock-Based Awards sold will be sold for consideration not to exceed the value of the underlying shares of the Class A Common Stock represented by the Other Stock-Based Awards on the date of sale. Accordingly, there is no additional offering price or registration fee with respect to the Other Stock-Based Awards being registered herein.

v3.24.3

Submission	Oct. 18, 2024
Submission [Line Items]
Central Index Key	0001690680
Registrant Name	NEWMARK GROUP, INC.
Form Type	S-8
Submission Type	S-8
Fee Exhibit Type	EX-FILING FEES

v3.24.3

Offerings	Oct. 18, 2024 USD ($) shares
Offering: 1
Offering:
Fee Previously Paid	false
Other Rule	true
Security Type	Equity
Security Class Title	Class A Common Stock, par value $0.01 per share
Amount Registered | shares	100,000,000
Proposed Maximum Offering Price per Unit	14.4875
Maximum Aggregate Offering Price	$ 1,448,750,000.00
Fee Rate	0.01531%
Amount of Registration Fee	$ 221,803.63
Offering Note	Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), the number of shares of Class A Common Stock, par value $0.01 per share (the “Class A Common Stock”), of Newmark Group, Inc. being registered shall include an indeterminate number of additional shares which may become issuable as a result of stock splits, stock dividends, or similar transactions in accordance with the anti-dilution provisions of the Amended and Restated Newmark Group, Inc. Long Term Incentive Plan (the “Plan”). The proposed maximum offering price per unit herein is calculated pursuant to Rules 457(c) and 457(h) under the Securities Act, and is based upon the average of the high and low sale prices of the Class A Common Stock reported on the Nasdaq Global Select Market on October 11, 2024.
Offering: 2
Offering:
Fee Previously Paid	false
Other Rule	true
Security Type	Equity
Security Class Title	Restricted Stock Units
Fee Rate	0.01531%
Amount of Registration Fee	$ 0.00
Offering Note	Restricted Stock Units represent rights, with or without dividend equivalents, to acquire shares of the Class A Common Stock pursuant to the Plan upon the vesting thereof for no additional consideration. Each Restricted Stock Unit shall represent a right to acquire one share of the Class A Common Stock, subject to adjustment for stock splits, stock dividends, or similar transactions in accordance with the anti-dilution provisions of the Plan. The aggregate number of Restricted Stock Units and Other Stock-Based Awards (as described in footnote (3)) sold pursuant to the Plan shall not exceed the number of shares of the Class A Common Stock being registered herein, as adjusted pursuant to Rule 416(a) under the Securities Act. The Restricted Stock Units registered herein are included in the offering price and fee calculations for the shares of the Class A Common Stock being registered herein. Any value attributable to the Restricted Stock Units is reflected in the market price of the Class A Common Stock, and any Restricted Stock Units sold will be sold for consideration not to exceed the value of the underlying shares of the Class A Common Stock represented by the Restricted Stock Units on the date of sale. Accordingly, there is no additional offering price or registration fee with respect to the Restricted Stock Units being registered herein.
Offering: 3
Offering:
Fee Previously Paid	false
Other Rule	true
Security Type	Equity
Security Class Title	Other Stock-Based Awards
Fee Rate	0.01531%
Amount of Registration Fee	$ 0.00
Offering Note	Other Stock-Based Awards represent rights to acquire shares of the Class A Common Stock for no additional consideration pursuant to the Plan, upon the exchange of exchangeable REUs, PSUs, LPUs or certain other limited partnership units issued by Newmark Holdings, L.P. (“Newmark Holdings”) pursuant to the Newmark Holdings Participation Plan, and upon the exchange of compensatory exchangeable Founding Partner Units issued by Newmark Holdings. Each Other Stock-Based Award shall represent a right to acquire one share of the Class A Common Stock, subject to adjustment as described in the Amended and Restated Agreement of Limited Partnership of Newmark Holdings, as amended, and for stock splits, stock dividends, or similar transactions in accordance with the anti-dilution provisions of the Plan. The aggregate number of Restricted Stock Units (as described in footnote (2)) and Other Stock-Based Awards sold pursuant to the Plan shall not exceed the number of shares of the Class A Common Stock being registered herein, as adjusted pursuant to Rule 416(a) under the Securities Act. The Other Stock-Based Awards registered herein are included in the offering price and fee calculations for the shares of the Class A Common Stock being registered herein. Any value attributable to the Other Stock-Based Awards is reflected in the market price of the Class A Common Stock, and any Other Stock-Based Awards sold will be sold for consideration not to exceed the value of the underlying shares of the Class A Common Stock represented by the Other Stock-Based Awards on the date of sale. Accordingly, there is no additional offering price or registration fee with respect to the Other Stock-Based Awards being registered herein.

v3.24.3

Fees Summary	Oct. 18, 2024 USD ($)
Fees Summary [Line Items]
Total Offering	$ 1,448,750,000.00
Total Fee Amount	221,803.63
Total Offset Amount	0.00
Net Fee	$ 221,803.63

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