NEWMARK GROUP, INC.

Previous wording

This discussion summarizes the significant factors affecting our results of operations and financial condition during the three months ended March 31, 2025 and 2024. 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.

Current wording

This discussion summarizes the significant factors affecting our results of operations and financial condition during the three and six months ended June 30, 2025 and 2024. 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.

Previous wording

The key divers 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 growth, interest rates, and the demand for commercial real estate as an investment and debt financing. In addition, demand for our services is influenced by secular trends with respect to outsourcing and other services we provide.

Current wording

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 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.

Previous wording

Attracting and Retaining Revenue-Generating Headcount. During 2024 and the first quarter of 2025, we continued to solidify what we believe is our position as the platform of choice for many of the real estate industry’s top professionals. In the U.S., U.K., France, Germany, Singapore, and other locations, we attracted some of the most prolific and experienced revenue-generating employees. We believe that these additions further demonstrate the strength of our global brand, and the value of our substantial investments in data, analytics, and talent. Furthermore, our revenue-generating headcount was up modestly year-on-year as of March 31, 2025, after having been relatively flat year-on-year at the end of each of the four previous quarters. Therefore, productivity gains drove the large majority of our total revenue growth, as well as our increased fees across Capital Markets, Leasing, and Valuation & Advisory. Newly added revenue-generating professionals typically take 6 to 18 months to produce meaningful fees. As more of our recently hired team members ramp up, we expect further productivity gains over time.

Current wording

Attracting and Retaining Revenue-Generating Headcount. During 2024 and the first half of 2025, we continued to solidify what we believe is our position as the platform of choice for many of the real estate industry’s top professionals. In the U.S., U.K., France, Germany, Singapore, and other locations, we attracted some of the most prolific and experienced revenue-generating employees. We believe that these additions further demonstrate the strength of our global brand, and the value of our substantial investments in data, analytics, and talent. Furthermore, our revenue-generating headcount was flat or up modestly year-on-year at the end of each of the five quarters ended June 30, 2024 through June 30, 2025. Therefore, productivity gains were the primary driver of our revenue growth, as well as increased fees across Capital Markets, Leasing, and V&A. Newly added revenue-generating professionals typically take 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 recently hired team members ramp up, we expect to further improve our productivity and earnings over time, all else equal.

Previous wording

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. We expect these outsourcing trends to continue for the foreseeable future, which should benefit our recurring revenue businesses, including property management, facilities management, underwriting and due diligence, outsourced lease administration, and property accounting.

Current wording

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. We expect these outsourcing trends to continue for the foreseeable future, which should benefit our recurring revenue businesses as we continue to invest in areas including property management, facilities management, underwriting and due diligence, outsourced lease administration, and property accounting.

Previous wording

Additionally, we operate a high margin and growing loan servicing and asset management business focused on GSE/FHA loans, as well as 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, and as Newmark continues to gain origination market share. As of March 31, 2025, our loan servicing and asset management portfolio was $186.4 billion (of which 61.8% was limited servicing and asset management, 36.8% was higher margin primary servicing, and 1.4% 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.

Current wording

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, and as Newmark continues to gain origination market share. As of June 30, 2025, our loan servicing and asset management portfolio was $182.0 billion (of which 60.9% was limited servicing and asset management, 38.2% was higher margin primary servicing, and 0.9% 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.

Previous wording

These factors, combined with our ability to cross sell between our service lines, enabled us to grow our management services and servicing businesses by double digit CAGRs between 2017 and 2024, and to increase our recurring revenues by 10.5% year-on-year in the first quarter of 2025.

Current wording

These factors, combined with our ability to cross sell between our service lines, enabled us to grow the revenues of our Management Services, Servicing Fees and Other business line by double digit CAGRs between 2017 and 2024, and to increase these recurring revenues by 13.6% year-on-year in the second quarter of 2025.

Previous wording

According to Bloomberg, U.S. GDP contracted at an annualized rate of 0.3% in the first quarter of 2025, after having expanded by 2.8% in 2024 and 2.9% in 2023. The preliminary estimate from the U.S. Bureau of Economic Analysis stated that the decline “primarily reflected an increase in imports, which are a subtraction in the calculation of GDP, and a decrease in government spending. These movements were partly offset by increases in investment, consumer spending, and exports.” Many economists attribute higher imports to stockpiling in anticipation of tariffs later imposed or announced by the current U.S. administration. According to the April 14, 2025 Bloomberg survey of economists, U.K. GDP is expected to increase by 0.8% year-on-year in the first quarter of 2025, after having expanded by 1.1% and 0.4%, respectively, in 2024 and 2023.

Current wording

According to Bloomberg, U.S. GDP contracted at an annualized rate of 0.5% in the first quarter of 2025, after having expanded by 2.8% in 2024 and 2.9% in 2023. The preliminary estimate from the U.S. Bureau of Economic Analysis stated that the decline “primarily reflected an increase in imports, which are a subtraction in the calculation of GDP, and a decrease in government spending. These movements were partly offset by increases in investment, consumer spending, and exports.” Many economists attribute higher imports to stockpiling in anticipation of tariffs later imposed or announced by the current U.S. administration. This reversed itself in the second quarter of 2025, as a steep drop in imports helped drive a 3.0% expansion of U.S. GDP. This increase in GDP was partly offset by decreases in investment and exports. According to the July 14, 2025 Bloomberg survey of economists, U.K. GDP is expected to increase by 0.9% year-on-year in the second quarter of 2025, after having expanded by 1.3% in the first quarter of 2025 and by 1.1% and 0.4%, respectively, in 2024 and 2023.

Previous wording

According to Bloomberg, the seasonally adjusted monthly average of U.S. non-farm payroll employment increased by approximately 133,000 in the first quarter of 2024, after having grown by 168,000 and 216,000 in 2023, and 2024, respectively. The March 2025 U.S. unemployment rate (based on U-3) was 4.2% compared with 3.9% a year earlier. The comparable U.K., unemployment rate as of February 2025 (the most recent available) was 4.4% versus 4.2% a year earlier.

Current wording

According to Bloomberg, the seasonally adjusted monthly average of U.S. non-farm payroll employment increased at a slower rate versus recent averages, and increased by approximately 64,000 in the second quarter of 2025. In comparison, the monthly average grew by 111,000 in the first quarter of 2025 and by 168,000 and 216,000 in full years 2024 and 2023, respectively. The June 2025 U.S. unemployment rate (based on U-3) was 4.2% compared with 4.1% a year earlier. The comparable U.K. unemployment rate as of May 2025 (the most recent available) was 4.7% versus 4.4% a year earlier.

Previous wording

The ten-year U.S. Treasury yield decreased by approximately 36 basis points quarter on quarter and was roughly flat year-on-year at 4.2% as of March 31, 2025. The ten-year U.K. Gilt yield increased by approximately 11 basis points quarter on quarter and by 74 basis points year-on-year to 4.7% as of March 31, 2025. Subsequent to the end of the first quarter, ten-year U.S. Treasury yields jumped by nearly fifty basis points over the week ending April 11, 2025, following the announcement of new tariffs by the U.S. This increase in yields, along with a rise in interest rate volatility above long term averages (as measured by the ICE BofA MOVE Index), were driven by uncertainty with respect to the magnitude of the impact of higher tariffs on both inflation and GDP growth. Such concerns have also reduced clarity in terms of how fast the FOMC and/or MPC will lower short term rates. For context, ten-year U.S. Treasury and ten-year Gilt yields still remain below their 50-year average through December 31, 2024 of approximately 5.9% and 6.8%, respectively.

Current wording

The ten-year U.S. Treasury yield decreased by approximately 17 basis points quarter on quarter and year-on-year to 4.2% as of June 30, 2025. The ten-year U.K. Gilt yield decreased by approximately 19 basis points quarter on quarter and increased by 32 basis points year-on-year to 4.5% as of June 30, 2025. Subsequent to the end of the second quarter, ten-year U.S. Treasury yields remained largely unchanged as of August 4, 2025, following the announcement of new tariffs by the U.S. and stronger than expected second quarter U.S. GDP growth. There has also been a decline in interest rate volatility and credit spreads to below long term averages (as measured by the ICE BofA MOVE Index, the Bloomberg U.S. Corp BBB/Baa - Treasury 10 Year Spread, and equivalent metrics for the U.K.). For context, ten-year U.S. Treasury and ten-year U.K. Gilt yields still remain below their 50-year average through December 31, 2024 of approximately 5.9% and 6.8%, respectively.

Previous wording

As of March 31, 2025, the most commonly cited U.S. and U.K. inflation measures were at 2.4% and 3.2%, respectively, or still higher than the 2% targets set by both the FOMC and MPC. In addition, most economists expect inflation to remain above these targets for the next two years largely due to the expected impact of tariffs, partially offset by the expected slowing of GDP growth. As a result, short-term yields are expected to be higher compared with most of the period from the end of 2008 through early 2022. For example, the April 2025 Bloomberg consensus was for Fed Funds Target rate target rate to be approximately 4.0% and 3.5%, respectively, by the ends of 2025 and 2026, and for the Bank of England’s short-term target rate to be 3.8%, and 3.4%, respectively, over the same period. For context, the upper bound of the Fed Funds Target rate averaged 0.64% from December 31, 2008 (near the height of the global financial crises) through February 28, 2022 (when the FOMC began raising this rate), and averaged approximately 4.9% and 3.1% over the 50 years and 25 years ended December 31, 2022, respectively. The Official Bank Rate averaged 0.47% from December 31, 2008 through February 28, 2022, and approximately 2.4% and 6.3% over the 25 and 50 years ended December 31, 2024, with both sets of long-term data from Bloomberg.

Current wording

For example, the July 25, 2025 Bloomberg consensus was for the Fed Funds Target rate to be approximately 4.1%, 3.5%, and 3.3%, respectively, by the ends of 2025, 2026, and 2027. The most recent Bloomberg consensus was for the Bank of England’s short-term target rate to be 3.8%, 3.5%, and 3.3%, respectively, over the same periods. For context, the upper bound of the Fed Funds Target rate averaged 0.64% from December 31, 2008 (near the height of the global financial crises) through February 28, 2022 (when the FOMC began raising this rate), and averaged approximately 4.9% and 3.1% over the 50 years and 25 years ended December 31, 2022, respectively. The Official Bank Rate averaged 0.47% from December 31, 2008 through February 28, 2022, and approximately 2.4% and 6.3% over the 25 and 50 years ended December 31, 2024, respectively, with both sets of long-term data from Bloomberg.

Previous wording

Industry Leasing Activity. While industrial and retail have increased as a percentage of leasing revenues since 2019, office remains the majority of activity for Newmark and the industry. According to data from Newmark Research and CoStar, U.S. office leasing activity, as measured by the percentage of available inventory leased in a given quarter, increased by approximately 7% year-on-year for 4 and 5 star properties (which roughly corresponds with Class A buildings) and by 5% for other properties, demonstrating a continued preference towards premier locations. CoStar states that first quarter 2025 U.K. office leasing activity was up 25% to more than 10 million square feet. While U.K. activity is still below pre-pandemic averages, the past two quarters were the strongest six-month period for office leasing for the industry since the second half of 2021. With the pipeline of new office construction dropping off dramatically after 2025, the ongoing enhancement of Class B office product, and the conversion of obsolete space into multifamily and other uses, we expect office fundamentals to continue to gradually improve.

Current wording

Industry Leasing Activity. While industrial and retail have increased as a percentage of leasing revenues since 2019, office remains the majority of activity for Newmark and the industry. According to data from Newmark Research and CoStar, U.S. office leasing activity, as measured by the percentage of inventory leased in a given quarter, increased by low single digit percentages year-on-year in the second quarter of 2025, but remained below the quarterly average for 2015 through 2019. CoStar states that second quarter 2025 U.K. office leasing activity was up 17% to just under 11 million square feet. While U.K. activity is still below pre-pandemic averages, the second quarter of 2025 was the strongest three-month period for office leasing for the U.K. since the third quarter of 2019. With the pipeline of new office construction expected to drop off dramatically after 2025, the ongoing enhancement of Class B office product, and the conversion of obsolete space into multifamily and other uses, we expect office fundamentals to continue to gradually improve.

Previous wording

We expect demand for office space to be driven by the reset in values due to near-term debt maturities. We also continue to see increased need for office space in an increasing number of markets, led by ongoing return-to-work plans, as well as new demand driven by companies in technology including AI as well as financial services. Placer.ai data for March 2025 indicates that in-person attendance in the U.S. improved to approximately 65% of January 2020 pre-pandemic levels versus 61% a year earlier. Our management services, leasing, origination, and capital markets professionals continue to actively collaborate with clients to repurpose underutilized spaces and assets, including with respect to conversion of obsolete office or retail properties.

Current wording

We expect demand for office space to be driven 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-work plans, as well as new demand driven by companies in technology including AI as well as financial services. Placer.ai data for June 2025 indicates that in-person attendance in the U.S. increased to an average of 72.6% of June 2019 pre-pandemic levels versus 67.1% a year earlier. This represented a year-on-year improvement in attendance of 8.2%. Our Management Services, Servicing Fees and Other, Leasing, and Other Commissions, and Capital Markets professionals continue to actively collaborate with clients to repurpose underutilized spaces and assets, including with respect to conversion of obsolete office or retail properties.

Previous wording

Based on data from Newmark Research and/or CoStar, U.S. and U.K. industrial leasing activity rose in the first quarter of 2025 ahead of tariff escalations although vacancy also increased. Retail leasing activity has declined over the last several quarters, but the overall market remained tight in the first quarter of 2025, with a 5.2% availability rate across the U.S. Retail REITs continue to report strong leasing numbers, high occupancy, and rising rents due to the lack of prime space available. Against this market backdrop and our 17.9% year-on-year revenue decline from Leasing and other commissions in the first quarter 2024, Newmark’s revenues from Leasing and other commissions increased by 31.0% for the quarter ended March 31, 2025.

Current wording

Based on data from Newmark Research and/or CoStar, new U.S. industrial leasing activity improved by less than 1% in the second quarter of 2025 ahead of tariff escalations, although vacancy continued to increase. In the U.K., the industrial leasing availability rate hit its highest level in over a decade. U.S. retail leasing activity declined by over 25% in the second quarter of 2025, partially due to a rise in retail bankruptcies. Retail availability rose by just 0.1% to 5.3%, however, and remained 130 basis points below the long-term average. Against this market backdrop, Newmark’s revenues from Leasing and Other Commissions increased by 13.8% for the quarter ended June 30, 2025.

Previous wording

Industry Capital Markets Activity. We believe that we once again gained share in Capital Markets as overall industry volumes continued to generally 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 18% in the U.S. in the first quarter of 2025 compared with a year earlier and that U.S. commercial and multifamily originations increased by 42%. Preliminary MSCI data indicates that European investment sales volumes decreased 11% for the same period, although this source often revises such figures upwards at a later date. Newmark’s first quarter 2025 investment sales and total debt volumes were up year-on-year by approximately 91% and 37%, respectively. Newmark’s origination business dramatically outpaced the industry in the year earlier period. In the first quarter of 2024, the Company’s total debt volumes were up 92%, while the MBA’s Commercial/Multifamily index was flat over the same timeframe.

Current wording

Industry Capital Markets Activity. We believe that we once again gained share in Capital Markets as overall industry volumes continued to generally 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 11% in the U.S. in the second quarter of 2025 compared with a year earlier and that U.S. commercial and multifamily originations increased by 38%. Preliminary MSCI data indicates that European investment sales volumes declined by 10% for the same period, although this source often revises such figures upwards at a later date. In comparison, Newmark’s second quarter 2025 Total Debt and investment sales volumes were up year-on-year by approximately 135% and 26%, respectively.

Previous wording

We have gained considerable Capital Markets share over the past several years. For example, our U.S. investment sales volumes were 9.8% of overall U.S. MSCI volumes over the twelve months ended March 31, 2025, up approximately 130 basis points year-on-year and compared to 3.3% of U.S. MSCI volumes in 2015. According to data or estimates from MSCI, the MBA, and/or Newmark Research, our U.S. Total Debt volumes were 8.7% of U.S. commercial and multifamily mortgage originations over the twelve months ended March 31, 2025, up approximately 190 basis points year-on-year andcompared with 1.5% of U.S. industry originations in 2015.

Current wording

We have gained considerable Capital Markets share over the past several years. According to data or estimates from MSCI, the MBA, and/or Newmark Research, our U.S. Total Debt volumes were 9.4% of total U.S. commercial and multifamily mortgage originations over the twelve months ended June 30, 2025, up approximately 250 basis points year-on-year and by over six times compared with 1.5% of such originations in 2015. Newmark’s U.S. investment sales volumes were 9.9% of overall U.S. MSCI volumes over the twelve months ended June 30, 2025, which was an increase of approximately 100 basis points versus the year-earlier period and three times our 3.3% share of U.S. MSCI volumes in 2015.

Previous wording

Given Newmark’s deep relationships with clients and the strength of our brand, we anticipate further market share gains over time. We recognize, however, that there are potential geopolitical headwinds that may have a dampening effect on industry activity in the near-term.

Current wording

Given Newmark’s deep relationships with clients and the strength of our brand, we anticipate further market share gains over time.

Previous wording

•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, net 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.

Current wording

•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 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.

Previous wording

The following table sets forth our consolidated statements of operations data expressed as a percentage of total revenues for the periods indicated (in thousands):

Current wording

The following table sets forth our unaudited condensed consolidated statements of operations data expressed as a percentage of total revenues for the periods indicated (in thousands):

Previous wording

Leasing and other commission revenues increased by $49.3 million, or 31.0%, to $208.1 million for the three months ended March 31, 2025 compared to the three months ended March 31, 2024 which was driven by growth in office and retail leasing volumes.

Current wording

Leasing and Other Commission revenues increased by $28.7 million, or 13.8%, to $237.3 million for the three months ended June 30, 2025 compared to the three months ended June 30, 2024, which was driven by strong growth in retail and office transactions in key gateway markets.

Previous wording

Compensation and employee benefits expense increased by $71.3 million, or 21.7%, to $399.5 million for the three months ended March 31, 2025 compared to the three months ended March 31, 2024. The increase reflects higher commission-based revenues and other costs related to Newmark’s growth initiatives.

Current wording

Compensation and employee benefits expense increased by $77.5 million, or 20.5%, to $455.0 million for the three months ended June 30, 2025 compared to the three months ended June 30, 2024. The increase reflects higher commission-based revenues and other costs related to Newmark’s growth initiatives.

Previous wording

Operating, administrative and other expenses increased by $16.0 million, or 11.6%, to $154.0 million for the three months ended March 31, 2025 compared to the three months ended March 31, 2024 due to higher pass through costs and other items related to increased revenues.

Current wording

Operating, administrative and other expenses increased by $3.3 million, or 2.2%, to $151.0 million for the three months ended June 30, 2025 compared to the three months ended June 30, 2024 due to higher pass through costs and other items related to increased revenues, partially offset by lease credits related to liquidated entities.

Previous wording

Fees to related parties increased by $2.0 million, or 26.9%, to $9.6 million for the three months ended March 31, 2025 compared to the three months ended March 31, 2024.

Current wording

Fees to related parties increased by $1.1 million, or 16.9%, to $7.8 million for the three months ended June 30, 2025 compared to the three months ended June 30, 2024.

Previous wording

Interest expense, net increased by $1.3 million, or 17.5%, to $8.5 million during the three months ended March 31, 2025 compared to the three months ended March 31, 2024 primarily due to higher interest expense on our corporate debt.

Current wording

Interest expense, net increased by $0.8 million, or 9.3%, to $9.0 million during the three months ended June 30, 2025 compared to the three months ended June 30, 2024 primarily due to additional borrowing on the revolving Credit Facility.

Previous wording

Net loss attributable to noncontrolling interests decreased by $2.9 million, or 28.6%, to $7.2 million for the three months ended March 31, 2025 compared to the three months ended March 31, 2024. This decrease was primarily driven by a lower pre-tax loss and a decline in ownership of Newmark Holdings in Newmark OpCo.

Current wording

Net income attributable to noncontrolling interests decreased by $0.4 million, or 4.8%, to $8.7 million for the three months ended June 30, 2025 compared to the three months ended June 30, 2024.

Previous wording

Management services, servicing fees and other revenue increased by $27.0 million, or 10.5%, to $283.9 million for the three months ended March 31, 2025 compared to the three months ended March 31, 2024. This increase reflects growth from V&A fees, as well as new and expanded client mandates across the Newmark’s suite of outsourcing businesses.

Current wording

Management Services, Servicing Fees and Other revenues increased by $62.6 million, or 12.0%, to $582.3 million for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. This increase reflects approximately 28% growth from V&A fees in the U.S. across several alternative property types, continued growth from Newmark’s high margin Servicing and Asset Management platform and continued growth from our suite of outsourcing businesses.

Previous wording

Capital markets increased by $42.8 million, or 32.7%, to $173.5 million for the three months ended March 31, 2025 compared to the three months ended March 31, 2024. The increase reflects a 31.1% improvement in investment sales fees and a 35.3% increase in commercial mortgage origination, net, both of which reflected significant volume improvement across every major property type. Newmark also increased GSE/FHA origination volumes by 40%. In comparison, U.S. industry investment sales volumes grew by 18%, commercial and multifamily originations were up 42%, and industry GSE placement activity improved by 16%.

Current wording

Capital Markets revenues increased by $104.2 million, or 35.6%, to $397.0 million for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The increase reflects a 22.7% improvement in investment sales fees and a 66.8% increase in commercial mortgage origination, net, both of which reflected significant volume improvement across every major property type.

Previous wording

Equity-based compensation and allocations of net income to limited partnership units and FPUs increased by $22.9 million, or 44.5%, to $74.3 million for the three months ended March 31, 2025 compared to the three months ended March 31, 2024. This increase included $21.1 million of GAAP charges related to the exchange and redemption of units held by Newmark’s former Executive Chairman, Mr. Lutnick, in connection with his confirmation by the U.S. Senate as the 41st Secretary of Commerce.

Current wording

Equity-based compensation and allocations of net income to limited partnership units and FPUs increased by $57.6 million, or 74.8%, to $134.5 million, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. This increase is due to the timing of certain grants of exchangeability, including with respect to contract renewals, as well as $21.1 million of charges related to the exchange and redemption of the remaining limited partnership units held by Newmark’s former Executive Chairman, Mr. Lutnick, in the first quarter of 2025.

Previous wording

Depreciation and amortization for the three months ended March 31, 2025 increased by $2.4 million, or 5.4%, to $46.4 million compared to the three months ended March 31, 2024 due to a $4.4 million increase in fixed asset impairment related to terminated leases, offset by a $1.2 million decrease in MSR valuation allowance.

Current wording

Depreciation and amortization for the six months ended June 30, 2025 increased by $4.1 million, or 4.8%, to $89.0 million compared to the six months ended June 30, 2024 due to a $4.3 million increase in fixed asset impairment related to terminated leases, offset by a $0.3 million change in MSR valuation allowance.

Previous wording

Other income (loss), net of $0.8 million in the three months ended March 31, 2025 consisted primarily of recoveries from forfeited restricted Newmark Class A common stock.

Current wording

Other income (loss), net of $1.0 million and $5.6 million in the six months ended June 30, 2025 and 2024, respectively, consisted primarily of recoveries from forfeited shares of restricted Newmark Class A common stock.

Previous wording

Benefit for income taxes increased by$6.5 million, to$10.1 million for thethree months ended March 31, 2025 compared to thethree months ended March 31, 2024 primarily due to revaluation of deferred tax assets in 2025 and larger valuation allowance on international losses in 2024. In general, our consolidated effective tax rate can vary from period to period depending on, among other factors, the level, geography and business mix of our earnings.

Current wording

Provision (benefit) for income taxes decreased by $11.4 million, or 205.7%, to $(5.8) million for the six months ended June 30, 2025 compared to the six months ended June 30, 2024 primarily due to revaluation of deferred tax assets, net windfall tax benefit on equity awards in 2025 and larger valuation allowance on international losses in 2024. 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.

Previous wording

Our future capital requirements will depend on many factors, including our growth, the expansion of our sales and marketing activities, our expansion into other markets, our acquisitions of other companies and hiring of teams of producers, and our results of operations. To the extent that existing cash, cash from operations and credit facilities are insufficient to fund our future activities, we may need to raise additional funds through public equity or debt financing. As of March 31, 2025, our debt consisted of $600.0 million aggregate principal amount of 7.500% Senior Notes with a carrying amount of $595.9 million and $175.0 million outstanding under the Credit Facility with a carrying amount of $175.0 million, in each case exclusive of our warehouse facilities described under “—Warehouse Facilities Collateralized by U.S. Government Sponsored Enterprises.”

Current wording

Our future capital requirements will depend on many factors, including our growth, the expansion of our sales and marketing activities, our expansion into other markets, our acquisitions of other companies and hiring of teams of producers, and our results of operations. To the extent that existing cash, cash from operations and credit facilities are insufficient to fund our future activities, we may need to raise additional funds through public equity or debt financing. As of June 30, 2025, our debt consisted of $600.0 million aggregate principal amount of 7.500% Senior Notes with a carrying amount of $596.2 million and $275.0 million outstanding under the Credit Facility with a carrying amount of $275.0 million, in each case exclusive of our warehouse facilities described under “—Warehouse Facilities Collateralized by U.S. Government Sponsored Enterprises.”

Previous wording

Total assets were $4.8 billion as of March 31, 2025 and $4.7 billion as of December 31, 2024.

Current wording

Total assets were $5.4 billion as of June 30, 2025 and $4.7 billion as of December 31, 2024.

Previous wording

Total liabilities were $3.3 billion as of March 31, 2025 and $3.2 billion as of December 31, 2024.

Current wording

Total liabilities were $3.9 billion as of June 30, 2025 and $3.2 billion as of December 31, 2024.

Previous wording

As of March 31, 2025, we had cash and cash equivalents of $157.1 million. Additionally, we had $425.0 million available under our committed senior unsecured revolving Credit Facility. We expect to generate cash flows from operations to fund our business and use those funds, and our Credit Facility, to meet our short-term liquidity requirements, which we define as those arising within the next twelve months, and our long-term liquidity requirements, which we define as those beyond the next twelve months.

Current wording

As of June 30, 2025, we had cash and cash equivalents of $195.8 million. Additionally, we had $325.0 million available under our committed senior unsecured revolving Credit Facility. We expect to generate cash flows from operations to fund our business and use those funds, and our Credit Facility, to meet our short-term liquidity requirements, which we define as those arising within the next twelve months, and our long-term liquidity requirements, which we define as those beyond the next twelve months.

Previous wording

During thethree months ended March 31, 2025, there were $115.0 million of borrowings and $15.0 million of repayments under the Credit Facility. As of March 31, 2025, there were $175.0 million of borrowings outstanding under the Credit Facility. As of March 31, 2025, borrowings under the Credit Facility carried an interest rate of 5.92%, with a weighted-average interest rate of 5.92% for thethree months ended March 31, 2025. As of December 31, 2024, there were no borrowings under the Credit Facility.

Current wording

During thesix months ended June 30, 2025, there were $420.0 million of borrowings and $220.0 million of repayments under the Credit Facility. As of June 30, 2025, there were $275.0 million of borrowings outstanding under the Credit Facility. As of June 30, 2025, borrowings under the Credit Facility carried an interest rate of 5.93%, with a weighted- average interest rate of 5.92% for thesix months ended June 30, 2025. As of December 31, 2024, there were no borrowings under the Credit Facility.

Previous wording

On December 20, 2023, Newmark entered into a first amendment to the Cantor Credit Agreement. Pursuant to the First Cantor Credit Agreement Amendment, Cantor agreed to make certain loans to Newmark from time to time in an aggregate outstanding principal amount of up to $150.0 million under the Cantor Credit Agreement. The Newmark Revolving Loans have substantially the same terms as other loans under the Cantor Credit Agreement, except that until April 15, 2024, the Newmark Revolving Loans would bear interest at a rate equal to 25 basis points less than the interest rate borne by the revolving loans made pursuant to the Credit Facility. Unlike other loans made under the Cantor Credit Agreement, Cantor may demand repayment of the Newmark Revolving Loans prior to the final maturity date of the Cantor Credit Agreement upon three business days’ prior written notice. Also on December 20, 2023, Newmark drew $130.0 million of Newmark Revolving Loans, and used the proceeds to repay the $130.0 million balance then-outstanding under the Credit Facility.

Current wording

substantially the same terms as other loans under the Cantor Credit Agreement, except that until April 15, 2024, the Newmark Revolving Loans would bear interest at a rate equal to 25 basis points less than the interest rate borne by the revolving loans made pursuant to the Credit Facility. Unlike other loans made under the Cantor Credit Agreement, Cantor may demand repayment of the Newmark Revolving Loans prior to the final maturity date of the Cantor Credit Agreement upon three business days’ prior written notice. As of June 30, 2025 and December 31, 2024, there were no borrowings outstanding under the Cantor Credit Agreement.

Previous wording

As of March 31, 2025, Newmark had $1.5 billion of committed loan funding, $1.1 billion of uncommitted loan funding available through three commercial banks, and an uncommitted $500.0 million Fannie Mae loan repurchase facility. Consistent with industry practice, these warehouse facilities are short-term, requiring annual renewal. These warehouse facilities are collateralized by an assignment of the underlying mortgage loans originated under various lending programs and third-party purchase commitments and are recourse only to our wholly owned subsidiary, Berkeley Point Capital, LLC. As of March 31, 2025 and December 31, 2024 we had $0.8 billion and $0.8 billion, respectively, outstanding under “Warehouse facilities collateralized by U.S. Government Sponsored Enterprises” on our accompanying unaudited condensed consolidated balance sheets.

Current wording

As of June 30, 2025, Newmark had $1.6 billion of committed loan funding, $1.1 billion of uncommitted loan funding available through three commercial banks, and an uncommitted $500.0 million Fannie Mae loan repurchase facility. Consistent with industry practice, these warehouse facilities are short-term, requiring annual renewal. These warehouse facilities are collateralized by an assignment of the underlying mortgage loans originated under various lending programs and third-party purchase commitments and are recourse only to our wholly owned subsidiary, Berkeley Point Capital, LLC. As of June 30, 2025 and December 31, 2024 we had $1.3 billion and $0.8 billion, respectively, outstanding under “Warehouse facilities collateralized by U.S. Government Sponsored Enterprises” on our accompanying unaudited condensed consolidated balance sheets.

Previous wording

Total lease liability as of March 31, 2025 was $608.4 million. Of the total amount, $137.5 million of lease liability is within our flexible workspace business whereby the liability is ring-fenced in SPVs with only $20.5 million of guarantees and/or letters of credit with exposure to Newmark. There was an additional $10.0 million of guarantees and/or letters of credit related to lease liabilities not in consolidated SPVs. In addition, Newmark had contracted future customer revenues and sub-lease income as of March 31, 2025 amounting to approximately $177.1 million.

Current wording

Total lease liability as of June 30, 2025 was $590.8 million. Of the total amount, $123.1 million of lease liability is within our flexible workspace business whereby the liability is ring-fenced in SPVs with only $21.2 million of guarantees and/or letters of credit with exposure to Newmark. There was an additional $11.0 million of guarantees and/or letters of credit related to lease liabilities not in consolidated SPVs. In addition, Newmark had contracted future customer revenues and sub-lease income as of June 30, 2025 amounting to approximately $175.7 million.

Previous wording

(1) Includes loans, forgivable loans and other receivables from employees and partners in the amount of $117.7 million and $161.1 million for the three months ended March 31, 2025 and 2024, respectively. Excluding these loans, net cash provided by (used in) operating activities excluding loan originations and sales would be $(8.7) million and $59.8 million for the three months ended March 31, 2025 and 2024, respectively.

Current wording

(1) Includes loans, forgivable loans and other receivables from employees and partners in the amount of $157.9 million and $185.7 million for the six months ended June 30, 2025 and 2024, respectively. Excluding these loans, net cash provided by (used in) operating activities excluding loan originations and sales would be $133.9 million and $132.5 million for the six months ended June 30, 2025 and 2024, respectively.

Previous wording

Cash Flows for the Three Months Ended March 31, 2025

Current wording

Cash Flows for the Six Months Ended June 30, 2025