NEWMARK GROUP, INC.

Previous wording

This discussion summarizes the significant factors affecting our results of operations and financial condition during the three and nine months ended September 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.

Current wording

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

Previous 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.

Current wording

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 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 nine months 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 commission-based 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. 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 at the end of each of the five quarters ended September 30, 2024, through September 30, 2025. Therefore, productivity gains were the primary driver of our strong quarterly and year-to-date U.S. commission-based revenue growth. We increased both the number of non-U.S. offices and our international commission-based revenue-generating headcount by double-digit percentages year-on-year in the most recent quarter, albeit from smaller bases. As with nearly all recently hired professionals, these international 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 recently hired team members ramp up, we expect to further improve our productivity and earnings over time, all else equal.

Current wording

Attracting and Retaining Revenue-Generating Headcount. Over the twelve months ended March 31, 2026, we continued to solidify what we believe is our position as the platform of choice for many top professionals. In countries including the U.S., U.K., France, Germany, India, Italy, South Korea, and Singapore, we attracted some of the most prolific and experienced client-facing professionals. 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. 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 gains in revenue per average producer and appraiser were the primary driver of our double-digit year-on-year U.S. commission-based revenue growth. 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 first 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.

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 as we continue to invest in areas including property management, facilities management, consulting, underwriting and due diligence, outsourced lease administration, and property accounting. Our most recent investments in Management Services, Servicing Fees and Other businesses include the Company’s acquisition of RealFoundations and the launch of our property and facilities management businesses in India, both in October 2025, as well as the launch of our new fund administration business in September 2025. We believe these newest Management Services, Servicing Fees and Other offerings will help drive future revenue and earnings growth over time.

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 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 March 2026, our investments in recurring revenue businesses include the Company’s acquisitions of the Altus appraisal 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 newest offerings in Management Services, Servicing Fees and Other will help drive stable and predictable revenue and earnings growth over time.

Previous 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 Newmark continues to gain origination market share and drives further cross selling between service lines. As of September 30, 2025, our loan servicing and asset management portfolio was $185.4 billion (of which 60.4% was limited servicing and asset management, 38.7% 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.

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, we continue to gain origination market share, and we drive further cross selling between service lines. As of March 31, 2026, our overall loan servicing and asset management portfolio grew by 14.2% year-on-year to a record $222.1 billion (of which 64.8% was limited servicing and asset management, 35.2% 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.

Previous wording

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 double digit CAGRs between 2017 and 2024, and to increase these recurring revenues by 12.6% and 12.2%, respectively, year-on-year for the three and nine months ended September 30, 2025.

Current wording

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 a double digit CAGR between 2017 and 2026, and to increase these recurring revenues by 21.2% in the first quarter ended March 31, 2026.

Previous wording

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 consensus estimates based on the October 13, 2025 U.K. and October 24, 2025 U.S. surveys of economists. Certain economic statistics were not available as of the date of this Quarterly Report on Form 10-Q due to the currently ongoing U.S. government shutdown.

Current wording

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 April 27, 2026 U.K. and April 27, 2026 U.S. surveys of economists.

Previous wording

Economists estimate that the seasonally adjusted monthly average of U.S. non-farm payroll employment increased by approximately 47,000 in the third quarter of 2025. In comparison, the monthly average grew by 111,000 and 55,000, respectively, in the first and second quarters of 2025 and by 168,000 and 216,000 in full years 2024 and 2023. Economists believe that the September 2025 U.S. unemployment rate (based on U-3) was 4.3% compared with 4.1% a year earlier. The comparable U.K. unemployment rate as of August 2025 (the most recent available) was 4.8% versus 4.1% a year earlier.

Current wording

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

Previous wording

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 tend to correlate with movements in benchmark rates with similar tenors, including U.S. Treasuries. Such benchmark rates can be meaningfully impacted by movements in key short-term rates, such as the Fed Funds Target rate. Sudden changes in short term interest rates can therefore have pronounced effects on commercial mortgage origination and investment sales volumes.

Current wording

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 are influenced by 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 changes in short term interest rates can therefore have pronounced effects on commercial mortgage origination and investment sales volumes.

Previous wording

The ten-year U.S. Treasury yield decreased by approximately 8 basis points quarter-on-quarter and increased by 37 basis points year-on-year to 4.2% as of September 30, 2025. The ten-year U.K. Gilt yield increased by approximately 210 basis points quarter on quarter and by 700 basis points year-on-year to 4.7% over the same 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, 2024 of approximately 5.9% and 6.8%, respectively.

Current wording

The ten-year U.S. Treasury yield increased by approximately 150 basis points quarter-on-quarter and by 111 basis points year-on-year to 4.3% as of March 31, 2026. The ten-year U.K. Gilt yield increased by approximately 439 basis points quarter-on-quarter and by 241 basis points year-on-year to 4.9% over the same timeframe. The increases are mainly due to the sharp rise in prices for oil, natural gas, and other commodities due to the Middle East conflict. 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.

Previous wording

As of September 30, 2025, the most commonly cited U.S. and U.K. inflation measures were up 2.9% and 3.8%, respectively, versus a year earlier. They remain higher than the 2% targets set by both the FOMC and MPC. The surveyed economists expect inflation to remain above these targets for at least the next two calendar years. Concerns about the impact of the recently passed U.S. tax bill, stricter immigration policies, and increased tariffs and elevated inflation, partially offset by the expected slowing of GDP growth, have reduced clarity in terms of how fast the FOMC and/or MPC will lower short term rates. As a result, short-term yields are expected to be higher for the foreseeable future compared with most of the period from the fourth quarter of 2008 through the first quarter of 2022.

Current wording

For the month ending March 31, 2026, the most commonly cited U.S. and U.K. inflation measures were up 3.3% and 3.4%, respectively, versus a year earlier. They have both been higher than the 2% targets set by both the FOMC and MPC since June, 2021, and headline inflation in both countries increased month over month 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 possibly stagnant job market may present a challenge to the FOMC's dual mandate. This have reduced clarity in terms of how fast the central bank will lower short term rates. The U.K. has experienced many of these same issues, albeit with lower GDP and labor productivity growth and 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 zero short term benchmark rate cuts in the U.S. through the middle of 2027, and expects a slight increase in such rates in the U.K. and Eurozone by the first quarter of next year.

Previous wording

In addition, other metrics that are inversely correlated with easier availability of credit for real estate investors remain below long term averages, which is positive for commercial real estate capital markets transaction activity. 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. We believe the recent levels of such measures indicate that relevant medium- and long-term interest rates have stabilized relative to a year earlier.

Current wording

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 the stable interest rate environment 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., 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.

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/or CoStar, more square feet of U.S. office space was occupied than given up in the third quarter of 2025, making this the first positive quarter of net absorption since late 2021. It was also the largest total since the second quarter of 2019. This recovery was relatively uneven, with New York City and Dallas driving a disproportionate amount of this national improvement. Compared with the quarterly average for 2015 through 2019, activity was above the pre-pandemic average in Boston, Miami, and Manhattan in the third quarter of 2025, but still below it in most cities and nationally (as measured by the percentage of inventory leased). With respect to the U.K., third quarter 2025 office leasing activity was up by 24% to approximately 11 million square feet. While U.K. activity was still below pre-pandemic averages, the year ended September 30, 2025 was the strongest 12 month period for office leasing since 2019. With the pipeline of new office construction expected to drop off dramatically after 2025 in our key markets, the ongoing enhancement of Class B office properties, 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. Unless otherwise stated, all industry leasing data is from Newmark Research and/or CoStar. Office remains the majority of activity for both Newmark and the industry.

Previous wording

We expect demand for office space to continue 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 new demand driven by companies in technology, including AI, as well as financial services, as well as ongoing return-to-workplace plans. Placer.ai data for September 2025 indicates that in-person attendance in the U.S. increased to an average of 73.7% of September 2019 pre-pandemic levels versus 65.2% a year earlier. This represented a year-on-year improvement in attendance of 13.0%, led by San Francisco and Atlanta among major markets. Placer.ai also notes that even when adjusting for the number of working days, September and July 2025 ranked as the two of the three busiest in-office months in the U.S. since the onset of the pandemic.

Current wording

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 March 2026 indicates that in-person attendance in the U.S. increased to an average of 73.5% of March 2019 pre-pandemic levels versus 66.0% a year earlier. This represented a year-on-year improvement in attendance of 11.4%. According to this same source, Miami and New York were both above 90% of pre-pandemic levels, while Los Angeles and San Francisco posted the strongest year-on-year growth in attendance.

Previous wording

Against this improving market backdrop, Newmark’s revenues from Leasing and Other Commissions increased by 13.7% year-on-year for the quarter ended September 30, 2025.

Current wording

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

Previous wording

Industry Capital Markets Activity. We believe that we once again gained meaningful share in Capital Markets even as 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 25% year-on-year in the U.S. in the third quarter of 2025 and that U.S. commercial and multifamily originations increased by 52%. Preliminary MSCI data indicates that European investment sales volumes grew by at least 7% for the same period, although this source often revises such figures upwards at a later date. In comparison, Newmark’s third quarter 2025 Total Debt and investment sales volumes were up year-on-year by approximately 129% and 67%, respectively.

Current wording

Industry Capital Markets Activity. We believe that we once again gained share in Capital Markets in the first quarter of 2026, 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% and 28%, respectively, year-on-year in the three and twelve months ending March 31, 2026. 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% and 43%, respectively, year-on-year in the three and twelve months ending March 31, 2026. Preliminary MSCI data indicates that global investment sales volumes excluding the U.S. grew by at least 2% year-on-year over the twelve months ending March 31, 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% over the same period, albeit from a lower base.

Previous wording

Commercial And Multifamily Mortgage Maturities and Other Drivers. We continue to benefit from the ongoing need for our clients to both refinance existing properties owned by them and to finance investments in properties they seek to own. We expect 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 a record $957 billion of U.S. commercial and multifamily mortgage maturities in 2025 alone, and approximately $2.1 trillion between 2025 and 2027.

Current wording

Commercial And Multifamily Mortgage Maturities and Other Drivers. We continue to benefit from the ongoing need for our clients to both refinance existing properties owned by them and to finance investments in properties they seek to own. We expect 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 approximately $2.1 trillion of U.S. commercial and multifamily mortgage maturities between 2026 and 2028 alone, and approximately $5.0 trillion in total.

Previous wording

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

Current wording

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

Previous wording

•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 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.

Current wording

•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.

Previous wording

Servicing fees are recognized on an accrual basis over the lives of the related mortgage loans. We typically receive monthly management fees based upon a percentage of monthly rental income generated from the property under management, or in some cases, the greater of such percentage or a minimum agreed upon fee. We are often reimbursed for our administrative and payroll costs, as well as certain out-of-pocket expenses, directly attributable to properties under management. We follow U.S. GAAP, which provides guidance when accounting for reimbursements from clients and when accounting for certain contingent events for leasing and capital markets transactions. See Note 3 – “Summary of Significant Accounting Policies” to our accompanying unaudited condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for a more detailed discussion.

Current wording

Servicing fees are recognized on an accrual basis over the lives of the related mortgage loans. We typically receive monthly management fees based upon a percentage of monthly rental income generated from the property under management, or in some cases, the greater of such percentage or a minimum agreed upon fee. We are often reimbursed for our administrative and payroll costs, as well as certain out-of-pocket expenses, directly attributable to properties under management. We follow U.S. GAAP, which provides guidance when accounting for reimbursements from clients and when accounting for certain contingent events for Leasing and Other Commissions and Capital Markets transactions. See Note 3 – “Summary of Significant Accounting Policies” to our accompanying unaudited condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for a more detailed discussion.

Previous wording

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 26 — “Compensation” and Note 27 — “Commitments and Contingencies” to our accompanying unaudited condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Current wording

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 —

Previous wording

On July 4, 2025, President Trump signed the OBBBA into law, which, among other things, introduces a broad range of changes to existing tax rules, including significant modifications to certain incentives previously introduced or expanded by the Inflation Reduction Act of 2022, as well as extensions and modifications of certain provisions of the Tax Cuts and Jobs Act of 2017. Management is in the process of evaluating potential implications of the OBBBA on the Company’s multinational activities. Based on a preliminary analysis, management does not expect that the OBBBA tax provisions will have a material impact on the Company, including with respect to its future financial condition, results of operations or liquidity. Management will continue to assess potential impact the OBBBA may have on the Company’s future financial condition, results of operations or liquidity.

Current wording

On July 4, 2025, President Trump signed the OBBBA into law, which, among other things, introduces a broad range of changes to existing tax rules, including significant modifications to certain incentives previously introduced or expanded by the Inflation Reduction Act of 2022, as well as extensions and modifications of certain provisions of the Tax Cuts and Jobs Act of 2017. OBBBA tax provisions did not have a material impact on the Company, including with respect to its future financial condition, results of operations or liquidity.

Previous wording

Leasing and Other Commission revenues increased by $107.4 million, or 18.5%, to $689.3 million for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 which was driven by strong activity in office and industrial.

Current wording

Leasing and Other Commission revenues increased by $42.0 million, or 20.2%, to $250.0 million for thethree months ended March 31, 2026 compared to the three months ended March 31, 2025, which was driven by strong activity across office, retail, and industrial.

Previous wording

Capital Markets revenues increased by $216.8 million, or 45.0%, to $698.3 million for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The increase reflects a 37.3% improvement in investment sales fees and a 63.9% increase in commercial mortgage origination, net, both of which reflected significant volume improvement across every major property type.

Current wording

Capital Markets revenues increased by $78.9 million, or 45.5%, to $252.5 million for thethree months ended March 31, 2026 compared to the three months ended March 31, 2025. The increase reflects a 51.5% improvement in investment sales fees and a 39.4% increase in commercial mortgage origination, net, both of which reflected significant client activity from multifamily, led by senior housing and, to a lesser extent, affordable housing. The increase also reflects improvements from lodging, industrial, and office.

Previous wording

Compensation and employee benefits expense increased by $117.9 million, or 30.1%, to $510.2 million for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. The increase reflects higher commission-based revenues and costs related to growth initiatives.

Current wording

Compensation and employee benefits expense increased by $116.1 million, or 29.1%, to $515.6 million for thethree months ended March 31, 2026 compared to the three months ended March 31, 2025. The increase reflects higher commission-based revenues, expenses related to global growth initiatives and costs recorded by recently acquired companies.

Previous wording

Depreciation and amortization for the three months ended September 30, 2025 increased by $0.9 million, or 2.0%, to $45.5 million compared to the three months ended September 30, 2024.

Current wording

Depreciation and amortization for thethree months ended March 31, 2026 decreased by $0.1 million, or 0.3%, to $46.2 million compared to the three months ended March 31, 2025.

Previous wording

Other income (loss), net was $42.0 million of income for the three months ended September 30, 2025 consisted primarily of $42.3 million received from insurers pursuant to the previously disclosed settlement of Consolidated Shareholder Action (as defined below). See “— Legal Proceedings” below. Other income (loss), net of $0.3 million of income for the three months ended September 30, 2024 primarily consisted of recoveries from forfeited shares of restricted Newmark Class A common stock.

Current wording

Other income (loss), net was $0.6 million of income for thethree months ended March 31, 2026 consisting of recoveries from forfeited shares of restricted Newmark Class A common stock.

Previous wording

Provision for income taxes increased by$9.9 million, or 111.7%, to$18.7 million for thethree months ended September 30, 2025 compared to thethree months ended September 30, 2024 primarily due to higher pre-tax earnings. 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.

Current wording

Provision for income taxes increased by$13.5 million, or 134.1%, to$3.4 million for the three months ended March 31, 2026 compared to thethree months ended March 31, 2025 primarily due to the impact of change in the level and geographic mix of pre-tax earnings and 2025 tax benefit from revaluation of deferred tax assets due to a corporate ownership change. 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

Net income attributable to noncontrolling interests increased by $5.8 million, or 87.9%, to $12.3 million for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. This increase was primarily driven by higher pre-tax income.

Current wording

Net income attributable to noncontrolling interests increased by $9.4 million, or 130.6%, to $2.2 million for thethree months ended March 31, 2026 compared to the three months ended March 31, 2025. This increase was primarily driven by higher pre-tax income.

Previous wording

The primary sources of liquidity for our business are the cash on our balance sheet, cash flow provided by operations, and the $600.0 million revolving Credit Facility.

Current wording

The primary sources of liquidity for our business are the cash on our balance sheet, cash flow provided by operations, and the $600.0 million revolving Credit Facility, which was increased to $900.0 million on April 17, 2026.

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 September 30, 2025, our debt consisted of $600.0 million aggregate principal amount of 7.500% Senior Notes with a carrying amount of $596.5 million and $150.0 million outstanding under the Credit Facility with a carrying amount of $150.0 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 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, 2026, our debt consisted of $600.0 million aggregate principal amount of 7.500% Senior Notes with a carrying amount of $597.0 million and $235.0 million outstanding under the Credit Facility with a carrying amount of $235.0 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 $5.5 billion as of September 30, 2025 and $4.7 billion as of December 31, 2024.

Current wording

Total assets were $5.3 billion as of March 31, 2026 and $5.0 billion as of December 31, 2025.

Previous wording

Total liabilities were $3.8 billion as of September 30, 2025 and $3.2 billion as of December 31, 2024.

Current wording

Total liabilities were $3.6 billion as of March 31, 2026 and $3.3 billion as of December 31, 2025.

Previous wording

As of September 30, 2025, we had cash and cash equivalents of $224.1 million. Additionally, we had $450.0 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 March 31, 2026, we had cash and cash equivalents of $212.1 million. Additionally, we had $365.0 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

On November 28, 2018, Newmark entered into the Credit Agreement by and among Newmark, the several financial institutions from time to time party thereto, as lenders, and Bank of America, N.A., as administrative agent. The Credit Agreement provided for a $250.0 million Credit Facility.

Current wording

On November 28, 2018, Newmark entered into the Credit Agreement by and among Newmark, the several financial institutions from time to time party thereto, as lenders, and Bank of America, N.A., as administrative agent.

Previous wording

On April 26, 2024, Newmark amended and restated the Credit Agreement, which amendment and restatement, among other things, extends the maturity date of the Credit Facility to April 26, 2027. The borrowing rates and financial covenants under the Credit Agreement are substantially consistent with the Credit Agreement prior to such amendment and restatement.

Current wording

On April 26, 2024, Newmark amended and restated the Credit Agreement, which among other things, extends the maturity date of the Credit Facility to April 26, 2027. The borrowing rates and financial covenants under the Credit Agreement are substantially consistent with the Credit Agreement prior to such amendment and restatement. As of March 31, 2026, the amount available to the Company under the Credit Facility was $600.0 million.

Previous wording

During thenine months ended September 30, 2025, there were $420.0 million of borrowings and $345.0 million of repayments under the Credit Facility. As of September 30, 2025, there were $150.0 million of borrowings outstanding under the Credit Facility. As of September 30, 2025, borrowings under the Credit Facility carried an interest rate of 5.95%, with a weighted-average interest rate of 5.93% for thenine months ended September 30, 2025. As of December 31, 2024, there were no borrowings under the Credit Facility.

Current wording

During thethree months ended March 31, 2026, there were $175.0 million of borrowings and $15.0 million of repayments under the Credit Facility. As of March 31, 2026, there were $235.0 million of borrowings outstanding under the Credit Facility. As of March 31, 2026, borrowings under the Credit Facility carried an interest rate of 5.27%, with a weighted-average interest rate of 5.28% for thethree months ended March 31, 2026. As of December 31, 2025, there were $75.0 million of borrowings under the Credit Facility.

Previous wording

On January 12, 2024, Newmark closed its offering of $600.0 million aggregate principal amount of the 7.500% Senior Notes. The notes are general senior unsecured obligations of Newmark. Cantor purchased $125.0 million aggregate principal amount of 7.500% Senior Notes in the offering, and still holds such notes as of November 10, 2025. The Company received net proceeds from the offering of the 7.500% Senior Notes of approximately $594.7 million after deducting the initial purchasers’ discounts and estimated offering expenses. The notes bear interest at a rate of 7.500% per year, payable in cash on January 12 and July 12 of each year, commencing July 12, 2024. The 7.500% Senior Notes will mature on January 12, 2029. The Company used the net proceeds of the offering of the 7.500% Senior Notes to repay all of the $420.0 million outstanding under its Delayed Draw Term Loan Credit Agreement. Additional net proceeds were used to repay all $130.0 million of then-outstanding revolving debt, including with respect to borrowings under the Cantor Credit Agreement.

Current wording

On January 12, 2024, Newmark closed its offering of $600.0 million aggregate principal amount of the 7.500% Senior Notes. The notes are general senior unsecured obligations of Newmark. Cantor purchased $125.0 million aggregate principal amount of 7.500% Senior Notes in the offering, and still holds such notes as of March 2, 2026. The Company received net proceeds from the offering of the 7.500% Senior Notes of approximately $594.7 million after deducting the initial purchasers’

Previous wording

On November 30, 2018, Newmark entered into an unsecured credit agreement with Cantor. The Cantor Credit Agreement provides for each party to issue loans to the other party in the lender’s discretion. Pursuant to the Cantor Credit Agreement, the parties and their respective subsidiaries (with respect to Cantor, other than BGC and its subsidiaries) may borrow up to an aggregate principal amount of $250.0 million from each other from time to time at an interest rate which is the higher of Cantor or Newmark’s short-term borrowing rate then in effect, plus 1.0%.

Current wording

On November 30, 2018, Newmark entered into an unsecured credit agreement with Cantor. The Cantor Credit Agreement provides for each party to issue loans to the other party in the lender’s discretion. Pursuant to the Cantor Credit Agreement, the parties and their respective subsidiaries (with respect to Cantor, other than BGC and its subsidiaries) may borrow up to an aggregate principal amount of $250.0 million from each other from time to time at an interest rate which is the higher of Cantor or Newmark’s short-term borrowing rate then in effect, plus 1.0%. As of March 31, 2026 and December 31, 2025, there were no borrowings outstanding under the Cantor Credit Agreement.

Previous wording

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 September 30, 2025 and December 31, 2024 we had $1.4 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 March 31, 2026, 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, 2026 and December 31, 2025 we had $1.1 billion and $0.9 billion, respectively, outstanding under “Warehouse facilities collateralized by U.S. Government Sponsored Enterprises” on our accompanying unaudited condensed consolidated balance sheets.