Newmark : 2026 General Investor Presentation
NMRK
Published on 04/21/2026 at 04:52 pm EDT
Newmark Group, Inc.
(Nasdaq: NMRK)
General Investor Presentation April 21, 2026
Property Type: Office
N M R K . C O M
Table of Contents
04 Newmark Overview
13 Other Useful Information
15 Non-GAAP and Other Definitions & Reconciliations
Property Type: Office, Various
Newmark is a Compelling Investment Opportunity
- $400B+ TAM; continued consolidation around industry leaders
As a service provider, we expect to benefit from $2.1T of near-term U.S. CRE debt maturities
Expectation for improving capital markets volumes
21% revenue CAGR from 2011 through 2025 versus 13% for our average peer
Talent-based platform outperforms industry peers across cycles (e.g., outpaced our peers in 2023 & 2024 Total Revenue growth)
Strong incremental margins as industry volumes continue to normalize
Strength across property types with strong fundamentals, e.g. multifamily (includes senior housing), industrial (includes data centers), retail, and alternative assets
Diverse revenue base with
~38% from recurring/resilient businesses, which we expect to benefit from secular trends in outsourcing
No ownership or investment in real estate
~$1.3B expected available capital
0.8x net leverage
History of strong cash flow
conversion4
~2/3 variable costs protect earnings
Note: Any financial metrics, outlook, or targets in this document are only as of February 25, 2026.
1.
2.
3.
4.
See the section of this presentation titled "Other Useful Information" and the slide titled "We Expect Record Quantities of Maturing Debt to Continue Driving Newmark's Results" in our 4Q 2025 Earnings Presentation for more information.
See "Figures for Newmark and its Peers" in the section of this presentation titled "Other Useful Information".
(i) Approximately 2/3 of GAAP and AE expenses over the last 3 fiscal years were variable, on average. (ii) Net Debt / TTM Adjusted EBITDA. Adjusted EBITDA and net leverage are non-GAAP financial measures.
Defined as Newmark's various cash flow measures divided by Post-tax Adjusted Earnings. AFCF divided by Post-tax Adjusted Earnings over FY 2025 was approximately 66%. Depending on the mix of investments between employee loans and M&A, we generally expect our AFCF conversion ratio to AE to range from 65% to 85% over time.
NEWMARK 4
Full Service Provider for Commercial Real Estate Owners & Occupiers
Newmark leases, sells, and arranges financing on behalf of our clients and provides additional integrated and value-added solutions
Economic
Workplace Strategy
Footprint Optimization
Tenant
Agency
Program & Project
Management
Workplace Strategy
Energy &
Development Consulting
Economic Incentives Advisory
Location
Occupier
Representation
Transaction Management
Leasing
Valuation & Advisory
Debt, Equity & Structured
Investor
Sustainability
Lease
Administration
Accounting
Strategy &
Site Selection
SoluOtiocncsupier
Design Development
Finance
ISnovleusttioorns
& Reporting
Consulting
Fund Administration
Facilities
Program
& Project
Management
Lease Administration
Investment Sales
GSE/FHA
Multifamily Lending & Servicing
Consulting
Fund
Property Management
Asset Management & Servicing
Management Administration
Note: the list of services above is not exhaustive. Additionally, certain offerings are applicable across both Occupier and Investor solutions. NEWMARK 5
(FY 2025)
#3 Global Overall Broker
#2 Top Office Brokers
#3 Top Broker by Investment Volume #3 Top Apartment Brokers
#5 Top Overall DUS® Producers, Fannie Mae (2025)
#3 Top Cross-Border Brokers
#1 Multifamily Freddie Mac Lender:
Manufactured Housing (2025)
#4 Multifamily Freddie Mac Lender: Affordable Housing (2025)
#5 Top Overall Optigo® Lender: Freddie Mac (2025)
REAL ESTATE ALERT (FY 2025)
#1 Office Brokers
#1 Senior Living Brokers #1 Student Housing Brokers
#3 Top Overall Brokers
#3 Top Brokers of Multi-Family Properties
Ranked among The Global Outsourcing 100® by the International Association of Outsourcing Professionals, 2025, or for the 17th consecutive year
#1 Top Multifamily Finance Firm (2026) #1 Top Mortgage Banking & Brokerage Firms (2025)
EUROMONEY
Named North America's Best Real
Estate Adviser (2025)
#1 Top Commercial Real Estate Finance Firms (2026)
#1 Top Mortgage Banking & Brokerage Firms (2025)
&
1. All Awards are for US only, unless noted
Notes: (i) Headcount and client service locations include independently-owned business partners. Excluding these business partners, we had approximately 8,800 employees in approximately 140 offices as of December 31, 2025. Our revenues and volumes are for Newmark company-owned offices only. (ii) Volume figure is the notional value of Leasing, Investment Sales, Mortgage Brokerage, Debt Placement, and GSE/FHA Origination transacted by the Company as well as the estimated value of all properties appraised by our V&A businesses in 2025. (iii) GSE lending rankings are based on disclosures by Fannie Mae regarding Multifamily Delegated Underwriting & Servicing Lenders and/or by Freddie Mac about conventional Multifamily Optigo® Lenders. Servicing ranking, when shown, is per the MBA. Unless otherwise stated, these rankings and awards recognize our U.S. business (iv) Adjusted EBITDA and net leverage are non-GAAP financial measures. See "Non-GAAP Financial Measures" and "Financial Tables and Reconciliations".
NEWMARK 6
Leading Commercial Real Estate Advisor and Service Provider
Founded in 1929, Newmark is a global leader in commercial real estate services, seamlessly powering every phase of the property life cycle
FY 2025 Revenues
~$3.3B
2025 Transaction Volume
+$1.6T
Professionals
+9,300
Global Client Service Locations
~175
Low Risk Real Estate Services Business with Diversified Revenue Base
Recurring revenues from Management/Servicing have increased from 24% of total revenues in 2017 to 38% in 2025
Increasingly diversified by region
Focused investments driving continued revenue growth across property types
Capital Markets
32%
Management services, servicing fees, & other
38%
Other Western U.S.
International
13%
7%
22%
Central U.S.
Office
39%
Multifamily (includes Senior Housing)
24%
2025 Total Revenue by Business
New York State
15%
2025 Total Revenue by Geographic Region
2025 Total Revenue
by Property Type
Leasing &
other commissions
30%
13%
California
30%
Other Eastern U.S.
Other
16%
8%
Retail
14%
Industrial (includes Data Centers)
2019
11%
Note: please see the section titled "Other Useful Information" later in this presentation for more information on the data shown above. Totals may not foot due to rounding.
NEWMARK 7
Management Services, Servicing Fees & Other
We target growing Total Revenues for these resilient service lines to over $2 Billion annually in 2029
Total Revenues - Management Services, Servicing Fees & Other
Valuation &
Advisory (V&A)
16%
33%
FY 2025
23%
Servicing Fees &
Other Revenues
Other Management
Services Fees
27%
Pass Through
Revenues
Management Services, Servicing Fees & Other Detail
($'s in millions)
$1,244
$241
~16%
CAGR
$376
$135
$893
$352
FY 2017 FY 2025
Management Services, Servicing Fees and Other: Includes Occupier Solutions (OS), Property Management, V&A, and other services including Consulting, Title & Escrow Services, and
Underwriting & Due Diligence, as well as fees from Newmark's Servicing & Asset Management business.1
These resilient businesses have been our fastest growing services lines, having more than tripled since our 2017 IPO reflecting a CAGR of 16.1%.
We produced record revenues for these service lines in 4Q and FY 2025. These businesses have increased from ~24% of Total Revenue to 38% since our IPO and provide a stable base of earnings and cash flow.
We are targeting more than $2 Billion of Total Revenues from our recurring revenue businesses by FY 2029 through a combination of organic growth and targeted M&A.
Note: please see the section titled "Other Useful Information" later in this presentation for more information on the data shown above. Totals may not foot due to rounding.
1. "Management Services, Servicing Fees, and Other" may be used interchangeably with "recurring revenues," "recurring businesses" and "resilient businesses".
NEWMARK 8
Leasing & Other Commissions
We increased Leasing by ~2x the publicly traded peer average in FY 2025 and by more than any individual competitor YoY
FY 2025 Leasing Revenue Growth YoY
FY 2025 Leasing Revenue Growth YoY vs. Peers
17%
9%
Full Service Peer Average
($'s in millions)
$1,003
17%
$858
Newmark
FY 2024 FY 2025
Leasing & Other Commissions: We offer tenant and landlord (or "agency") representation leasing services, which includes comprehensive lease negotiations, strategic planning, site selection, lease auditing, and other financial and market analysis.
We generated record revenues for this service line in 2025, surpassing $1 Billion for the first time while outpacing the growth of our publicly traded competitors. We represented notable owner & occupier clients in categories including artificial intelligence, financial technology, health care, & consumer packaged goods, which drove strong activity across retail, industrial, & office.
Newmark continues to invest in growing its occupier and agency leasing capabilities in the U.S. as we expand our global operations and add top leasing professionals in key international
markets such as France, Germany, South Korea, Singapore, and the United Kingdom.
Note: please see the section titled "Other Useful Information" later in this presentation for more information on the data shown above.
NEWMARK 9
Capital Markets
Our U.S. Capital Markets platform has gained considerable market share over time and outperformed our average Full Service Peer in FY 2025
FY 2025 Capital Markets Total Revenue Growth YoY vs. Peers
FY 2025
FY 2015
FY 2025
3.3%
1.5%
FY 2015
9.7%
10.3%
U.S. Investment Sales
Market Share
U.S. Total Debt
Market Share
Newmark U.S. Market Share
+3x Since 2015
+6x Since 2015
35%
20%
Full Service Peer Average
Newmark
Capital Markets: Includes investment sales (advising on acquisitions and dispositions of commercial properties, equity placement, and related services) and commercial mortgage origination (mortgage brokerage and debt placement, plus origination fees and premiums on GSE/FHA loans); also includes OMSR Revenue.1
We have a proven record of outperformance led by by our leading U.S. platform. Between 2015 to 2025, we have grown our market share by approximately 800bps in Total Debt and 700bps in Investment Sales, as shown on the left-hand side.
Our Capital Markets platform outpaced those of our Full Service peers in FY 2025, driven by Office, Multifamily (includes Senior Housing), Industrial (includes Data Centers), & Retail volumes.
As we continue to invest internationally across debt and sales, we believe these businesses will continue to outperform over time.
Note: please see the section titled "Other Useful Information" later in this presentation for more information on the data shown above.
1. Reflects the fair value of expected net future servicing cash flows from originated loans, recognized at commitment.
NEWMARK 10
International Expansion Provides Significant Potential Upside
International revenue mix reached ~13% of our consolidated revenues in 2025 versus less than 1% in 2017
FY 2025 International Revenue Composition International Revenue as a Percentage of Total Revenues
Other
U.K.
6%
7%
FY 2025
87%
U.S.
13%
99%
<1%
87%
FY 2017 FY 2025
U.S. International
In 2025:
International revenue reached approximately 13% of Total Revenues, up from 0.9% at our 2017 IPO. Our Full Service U.S.-listed public peers generated ~31% to 48% of their 2025 revenues outside the U.S., which leaves significant upside for Newmark. We expect to increase our international footprint through a combination of organic growth and targeted M&A.
Since the beginning of 2024, we have continued to solidify what we believe is our position as the platform of choice for many top professionals. In countries including the U.K., France, Germany, India, South Korea, Singapore, and Italy, we have attracted some of the most prolific and experienced client-facing professionals. We expect our international headcount to increase over time as we expand our global operations.
We increased both the number of non-U.S. offices and our international revenue-generating headcount by double-digit percentages year-on-year in more recent quarters. As more of
Newmark's recently added team members ramp up, we expect to further improve our productivity and earnings over time, all else equal.1
Note: please see the section titled "Other Useful Information" later in this presentation for more information on the data shown above. Totals may not foot due to rounding.
1. As with nearly all newly hired professionals, 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.
NEWMARK 11
Our Strong Financial Position & Cash Generation Will Help Fuel Our Continued Growth
Capital-light model; we do not own real estate
Virtually no balance sheet risk1
$211.2 billion loan servicing & asset management portfolio which generated $290 million of high-margin recurring revenues in 20252
~2/3 of expenses are variable3
Operates with investment grade credit metrics
0.8x net leverage3 ratio as of 12/31/2025;
long-term target remains ≤1.5x
Newmark has a history of strong Cash Flow Generation and Conversion
We achieved record Cash Generated by the Business in FY 2025 of $518.4 versus $437.6 million in FY 2024, up 18.5% YoY.
The Company generated $268.9 million of Adjusted Free Cash Flow in FY 2025 versus
$194.3 million in FY 2024, up 38.4% YoY.
Our long-term capital deployment targets are to:
Invest 50% to 60% of available capital5 in growth; We anticipate continuing to allocate growth capital on M&A prospectively.
Return 30% to 40% to shareholders, and
Allocate 10% to 20% for maintenance investment.6
Newmark shares credit losses on a pari passu basis with Fannie Mae. On average, Newmark and the industry have experienced very low net charge offs.
This includes revenue from "Servicing" and "Other". See our 10-K and accompanying excel supplement for more information.
Note the following (i) Adjusted EBITDA and net leverage are non-GAAP financial measures. See "Financial Tables and Reconciliations" for more details. (ii) Approximately 2/3 of GAAP and AE expenses over the last 3 fiscal years were variable, on average.
Conversion ratios are defined as Newmark's various cash flow measures divided by Post-tax Adjusted Earnings. Adjusted Free Cash Flow (AFCF) divided by Post-tax Adjusted Earnings over the TTM was approximately 66%. Depending on the mix of investments between employee loans and M&A, we generally expect our AFCF conversion ratio to AE to range from 65% to 85% over time. Please also see "Other Useful Information" for a definition of "Cash Generated by the Business" and see the Non-GAAP definitions and reconciliations later in this presentation for more information on AFCF.
Reflects Cash and cash equivalents plus the undrawn portion of our revolving credit facility plus the Company's expected cash generated by the business.
Growth investments include hiring revenue generating headcount and M&A. Cash is returned to shareholders via dividends, distributions, and/or repurchases/redemptions of shares/units. Maintenance investment is capital expenditures and renewals for revenue generators.
NEWMARK 12
Other Useful Information
Fee and non-fee revenues
The Company's total revenues include certain Management Services revenues that equal their related expenses. These revenues represent fully reimbursable compensation and non-compensation costs recorded as part of Newmark's Global Corporate Services ("GCS") and Property Management businesses. Such revenues therefore have no impact on the Company's GAAP or non-GAAP earnings measures and may be referred to as "Pass Through Revenues". The amounts recorded as Pass Through Revenues are also recorded as "Pass through expenses". Newmark's Total Revenues also include non-cash gains with respect to originated mortgage servicing rights ("OMSRs"), which represent the fair value of expected net future cash flows from servicing recognized at commitment, net. Such non-cash gains may also be called "OMSR Revenues". Newmark may also refer to Pass through revenues and OMSR revenues together as "Non-fee revenues", and the remainder of its total revenues as "Fee revenues".
Management services, servicing fees, and other
"Servicing and Other Revenues" may be called Newmark's "Servicing Business" and includes servicing fees, interest income on loans held for sale, escrow interest, and yield maintenance fees, which all relate primarily to Newmark's multifamily GSE/FHA business. "Management Services, Servicing, and Other" (which may also be referred to as "resilient businesses", "recurring revenues", "recurring businesses", "management and servicing", or "management businesses") includes all pass through revenues, as well as fees from Newmark's Servicing Business, GCS, Property Management, its flexible workspace platform, and Valuation & Advisory "Fees from Management Services, Servicing, and Other" are revenues from all resilient businesses excluding Pass through revenues.
Beginning in the first quarter of 2024, the portion of Spring11's revenues associated with its servicing and asset management portfolio were no longer reported under Management Services but were instead recorded as part of Servicing and Other Revenues for all periods from the first quarter of 2023 onwards. Spring11's remaining revenues are still recorded as part of Fees from Management Services, Servicing, and Other. This change in presentation had no impact on the overall line item Management Services, Servicing, and Other, or on the Company's consolidated results.
Capital Markets
"Fees from Commercial Mortgage Origination, net" includes origination fees related to Newmark's multifamily GSE/FHA business (which may be used interchangeably with "Loan originations related fees and sales premiums, net") and fees
from commercial Mortgage Brokerage and Debt Placement. Beginning in the second quarter of 2024 and retrospectively, "Capital Markets" includes "Fees from Commercial Mortgage Origination, net, "Investment Sales", and OMSR Revenues.
Leasing and Other Commissions
Leasing and Other Commissions includes fees from landlord (or "agency") representation and tenant (or "occupier") representation.
Commission-based Revenues
Newmark's "commission-based" revenues include Leasing and Other Commissions, Fees from Commercial Mortgage Origination, net, Investment Sales, and Valuation & Advisory. This is because brokers and originators in these businesses (who together may be referred to as "producers") and revenue-generating Valuation & Advisory professionals earn a substantial portion, or all their compensation based on their production. Commission-based revenues exclude OMSR Revenues, because Newmark does not remunerate its professionals based on this non-cash item.
Contractual Business
"Contractual business", which may be used interchangeably with "contractual services" or "contractual revenues", is defined as business for which the Company has a contract with a client that is generally for a year or longer. Contractual business, when quantified, includes all revenues related to landlord representation (or "agency") leasing, loan servicing (including escrow interest income), outsourcing (including property management, facilities management, and asset management), and lease administration. It also includes certain fees under contract produced by the Company's flexible workspace and tenant representation service lines.
Additional details on current and historical amounts for certain of Newmark's revenues are available in the Company's quarterly supplemental Excel tables. Cash Generated by the Business
Cash generated by the business means "Net cash provided by (used in) operating activities excluding loan originations and sales", before the impact of cash used for "Loans, forgivable loans and other receivables from employees and partners" (which Newmark considers to be a form of investment, but which is recorded as part of Cash Flows from Operating Activities) and the impact of cash used with respect to the 2021 Equity Event. For more information, see the section of the Company's quarterly supplemental Excel tables titled "Details of Certain Components Of 'Net Cash Provided By (Used In) Operating Activities'".
NEWMARK 13
Other Useful Information (continued)
Newmark and Industry Data
For Newmark: Mortgage Brokerage and Debt Placement volumes consists of all non-originated debt placement transactions. Investment Sales volumes consists of all equity advisory transactions. Multifamily Total Debt, when shown, consists of multifamily related Mortgage Brokerage, Fannie Mae, Freddie Mac, and FHA volumes. Total Debt includes all Mortgage Brokerage, Fannie Mae, Freddie Mac, and FHA volumes. Investment Sales market share are NMRK's volumes divided by U.S. industry volumes, which are based on Newmark Research's analysis of historical changes to MSCI sales data. U.S. industry commercial and multifamily originations are based on the Newmark Research analysis of historical figures from the Mortgage Bankers Association ("MBA") and MSCI lending data. This analysis begins in 2015 because (i) it is as far back as the Company reported stand-alone financials results, (ii) We began acquiring the companies that made up ARA in late 2014, and (iii) our volumes include a full year of Berkeley Point only from 2015 onwards.
All industry volume figures are preliminary unless otherwise noted. Please see the accompanying supplemental Excel tables on the Company's investor relations website, as well as Newmark's most recent and forthcoming Quarterly Report on Form 10-Q and/or Annual Report on Form 10-K for more information with respect to volumes for Newmark and/or the industry and for other relevant industry and macroeconomic data. Our most recent filings on Forms 10-Q and/or 10-K contain detailed sources for such information.
The total addressable market ("TAM") represents actual and estimated FY 2024 revenues earned globally by public and private commercial real estate services firms as well as potential revenues from services currently performed in-house by existing and potential clients of such firms. The TAM includes the global markets for the areas in which Newmark currently operates, as well as areas in which our public CRE services peers operate but where Newmark currently does not, such as real estate investment management. The top 10 CRE services companies are as measured by FY 2024 global total revenues include: CBRE, JLL, Cushman & Wakefield, Colliers, Savills, Newmark, Marcus & Millichap, Walker & Dunlop, Berkadia, and Knight Frank (all per public disclosures). The sources for this TAM may include IBIS World, Oxford Economics, Citigroup, Bloomberg, ANREV, INREV, NCREIF, NAREIT, MSCI, Investment Property Forum (UK), National Bureau of Statistics of China, US Bureau of Economic Analysis, US Census Bureau, US Federal Reserve, public filings and press releases by the companies mentioned, and Newmark's estimate.
References to market expectations are per various third-party data providers. For example, according to the MBA Commercial and Multifamily Real Estate Forecast dated January 22, 2026, U.S. commercial and multifamily originations are expected to increase by approximately 27% in 2026.
Figures for Newmark and its Peers
With respect to any revenue or earnings comparisons versus "the industry", "competitors", and/or "peers": Newmark & Co. generated full year 2011 revenues of approximately $230 million. The peers included in the 2011 through 2025 compound annual growth rate ("CAGR") are US tickers CBRE, CIGI (based on their Commercial Real Estate Services segment for 2011), JLL, MMI, and WD (in USD), and UK ticker symbol SVS (in GBP). These companies generated total revenue CAGRs of between approximately 7% and 16% from 2011 through 2025, or a simple average of 13%. Only some of these peers reported net or fee revenues consistent with more recent methodology during this period, therefore one cannot use these metrics in calculations for periods prior to 2019. In addition, US ticker CWK did not report revenues for periods before 2015 and is therefore excluded.
The "Full Service Peer Average" shown throughout this presentation reflects the simple average of CBRE, CIGI, CWK and JLL. Comparisons of Capital Markets and Leasing revenues reflects "Total" revenues from Newmark and its competitors' Capital Markets businesses and is not shown on a "Fee" or "Net" revenue basis.
Figures for Revenues by Geography and Property Type
For revenues by geography: Other Eastern U.S. includes Connecticut, Delaware, Florida, Georgia, Massachusetts, Maryland, Maine, North Carolina, New Hampshire, New Jersey, Pennsylvania, Rhode Island, South Carolina, Virginia, Vermont, and West Virginia. Central U.S. includes Alabama, Arkansas, Iowa, Idaho, Illinois, Indiana, Kansas, Kentucky, Louisiana, Michigan, Minnesota, Missouri, Mississippi, North Dakota, Nebraska, Ohio, Oklahoma, South Dakota, Vermont, Virginia, and West Virginia. Other Western U.S. includes Alaska, Arizona, Colorado, Hawaii, Montana, New Mexico, Nevada, Oregon, Utah, Washington, and Wyoming.
For revenues by property type: Revenues from Leasing, Capital Markets, and Valuation & Advisory are broken out by the property types listed. "Industrial" includes properties related to manufacturing, energy, data centers, warehouses, and R&D. "Other" includes hotel/lodging, land, municipal, specialty/mixed-use, as well as certain other revenues. "Multifamily" also includes all GSE/FHA origination revenues and servicing fees. Revenues from Property and Facilities management are broken out by property type based on year end portfolio square footage and/or mix of management fees by property type.
Other Items
Investors may find the following information useful: (i) Throughout this document, certain other reclassifications may have been made to previously reported amounts to conform to the current presentation and to show results on a consistent basis across periods. Unless otherwise stated, any such changes would have had no impact on consolidated total revenues or earnings under GAAP or the Company's non-GAAP methodologies, all else being equal. Certain numbers in the tables or elsewhere throughout this document may not sum due to rounding. (ii) Rounding may have also impacted the presentation of certain year-on-year percentage changes. (iii) Decreases in losses may be shown as positive percentage changes in the financial tables. (iv) Changes from negative figures to positive figures may be calculated using absolute values, resulting in positive percentage changes in the tables.
NEWMARK 14
Appendix 3:
Non-GAAP and
Other Definitions & Reconciliations
Property Type: Retail
NEWMARK
Click here to return to the Table of Contents 15
Non-GAAP Financial Measures
NON-GAAP FINANCIAL MEASURES
This document contains non-GAAP financial measures that differ from the most directly comparable measures calculated and presented in accordance with Generally Accepted Accounting Principles in the United States ("GAAP"). Non-GAAP financial measures used by the Company include "Adjusted Earnings before noncontrolling interests and taxes", which is used interchangeably with "Pre-tax Adjusted Earnings"; "Post-tax Adjusted Earnings to fully diluted shareholders", which is used interchangeably with "Post-tax Adjusted Earnings"; "Adjusted EBITDA"; and "Liquidity". The definitions of these and other non-GAAP terms are below.
The Company has made certain clarifications of and/or changes to its non-GAAP measures, including "Calculation of Non-Compensation Expense Adjustments for Adjusted Earnings" that will be applicable for reporting periods
beginning with the third quarter of 2023 and thereafter, as described below.
Historically, Adjusted Earnings excluded gains or charges related to resolutions of litigation, disputes, investigations, or enforcement matters that are generally non-recurring, exceptional, or unusual, or similar items that that management believes do not best reflect Newmark's underlying operating performance. To help management and investors best assess Newmark's underlying operating performance and for the Company to best facilitate strategic planning, beginning with the third quarter of 2023 and thereafter, calculations of Adjusted Earnings will also exclude unaffiliated third-party professional fees and expense related to these items. Newmark has not modified any prior period non-GAAP measures, as it has determined such amounts were immaterial to previously reported results.
ADJUSTED EARNINGS DEFINED
Newmark uses non-GAAP financial measures, including "Adjusted Earnings before noncontrolling interests and taxes" and "Post-tax Adjusted Earnings to fully diluted shareholders", which are supplemental measures of operating results used by management to evaluate the financial performance of the Company and its consolidated subsidiaries. Newmark believes that Adjusted Earnings best reflect the operating earnings generated by the Company on a consolidated basis and are one of the financial metrics that management considers when managing its business.
As compared with "Income (loss) before income taxes and noncontrolling interests" and "Net income (loss) for fully diluted shares", both prepared in accordance with GAAP, Adjusted Earnings calculations primarily exclude certain non-cash items and other expenses that generally do not involve the receipt or outlay of cash by the Company and/or which do not dilute existing stockholders, as well as certain gains and charges that management believes do not best reflect the underlying operating performance of Newmark. Adjusted Earnings are calculated by taking the most comparable GAAP measures and making adjustments for certain items with respect to compensation expenses, non-compensation expenses, and other income, as discussed below.
CALCULATIONS OF COMPENSATION ADJUSTMENTS FOR ADJUSTED EARNINGS AND ADJUSTED EBITDA
Treatment of Equity-Based Compensation under Adjusted Earnings and Adjusted EBITDA
The Company's Adjusted Earnings and Adjusted EBITDA measures exclude all GAAP charges included in the line item "Equity-based compensation and allocations of net income to limited partnership units and FPUs" (or "equity-based compensation" for purposes of defining the Company's non-GAAP results) as recorded on the Company's GAAP Consolidated Statements of Operations and GAAP Consolidated Statements of Cash Flows. These GAAP equity-based compensation charges reflect the following items:
Charges with respect to grants of exchangeability, which reflect the right of holders of limited partnership units with no capital accounts, such as LPUs and PSUs, to exchange these units into shares of common stock, or into partnership units with capital accounts, such as HDUs, as well as cash paid with respect to taxes withheld or expected to be owed by the unit holder upon such exchange. The withholding taxes related to the exchange of certain non-exchangeable units without a capital account into either common stock or partnership units with a capital account may be funded by the redemption of preferred units such as PPSUs.
NEWMARK 16
Non-GAAP Financial Measures (continued)
Charges with respect to preferred units. Any preferred units would not be included in the Company's fully diluted share count because they cannot be made exchangeable into shares of common stock and are entitled only to a fixed distribution. Preferred units are granted in connection with the grant of certain limited partnership units that may be granted exchangeability or redeemed in connection with the grant of shares of common stock at ratios designed to cover any withholding taxes expected to be paid. The Company believes that this is an acceptable alternative to the common practice among public companies of issuing the gross amount of shares to employees, subject to cashless withholding of shares, to pay applicable withholding taxes.
GAAP equity-based compensation charges with respect to the grant of an offsetting amount of common stock or partnership units with capital accounts in connection with the redemption of non-exchangeable units, including PSUs and LPUs.
Charges related to amortization of restricted stock units ("RSUs"), limited partnership units, restricted stock awards, other equity-based awards.
Charges related to grants of equity awards, including common stock, RSUs, restricted stock awards, or partnership units with capital accounts.
Allocations of net income to limited partnership units and FPUs. Such allocations represent the pro-rata portion of post-tax GAAP earnings available to such unit holders.
The amount of certain quarterly equity-based compensation charges is based upon the Company's estimate of such expected charges during the annual period, as described further below under "Methodology for Calculating Adjusted Earnings Taxes".
Virtually all of Newmark's key executives and producers have equity or partnership stakes in the Company and its subsidiaries and generally receive deferred equity or limited partnership units as part of their compensation. A significant percentage of Newmark's fully diluted shares are owned by its executives, partners, and employees. The Company issues limited partnership units, RSUs, restricted stock, as well as other forms of equity-based compensation, including grants of exchangeability into shares of common stock, to provide liquidity to its employees, to align the interests of its employees and management with those of common stockholders, to help motivate and retain key employees, and to encourage a collaborative culture that drives cross-selling and growth.
All share equivalents that are part of the Company's equity-based compensation program, including REUs, PSUs, LPUs, certain HDUs, and other units that may be made exchangeable into common stock, as well as RSUs (which are recorded using the treasury stock method), are included in the fully diluted share count when issued or at the beginning of the subsequent quarter after the date of grant. Generally, limited partnership units (other than preferred units) are expected to be paid a pro-rata distribution based on Newmark's calculation of Adjusted Earnings per fully diluted share.
Certain Other Compensation-Related Items under Adjusted Earnings and Adjusted EBITDA
Newmark also excludes various other GAAP items that management views as not reflective of the Company's underlying performance for the given period from its calculation of Adjusted Earnings and Adjusted EBITDA. These may include compensation-related items with respect to cost-saving initiatives, such as severance charges incurred in connection with headcount reductions as part of broad restructuring and/or cost savings plans.
The Company also excludes compensation charges related to non-cash GAAP gains attributable to originated mortgage servicing rights ("OMSRs") because these gains are also excluded from Adjusted Earnings
and Adjusted EBITDA. OMSRs represent the fair value of expected net future cash flows from servicing recognized at commitment, net.
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Non-GAAP Financial Measures (continued)
Excluded Compensation-Related Items with Respect to the 2021 Equity Event under Adjusted Earnings and Adjusted EBITDA
Newmark does not view the cash GAAP compensation charges related to 2021 Equity Event (the "Impact of the 2021 Equity Event") as being reflective of its ongoing operations. These consisted of charges relating to cash paid to independent contractors for their withholding taxes and the cash redemption of HDUs. These had been recorded as expenses based on Newmark's previous non-GAAP definitions, but were excluded in the recast non-GAAP results beginning in the third quarter of 2021 for the following reasons:
But for the 2021 Equity Event, the items comprising such charges would have otherwise been settled in shares and been recorded as equity-based compensation in future periods, as is the Company's normal practice. Had this occurred, such amounts would have been excluded from Adjusted Earnings and Adjusted EBITDA and would also have resulted in higher fully diluted share counts, all else equal.
Newmark views the fully diluted share count reduction related to the 2021 Equity Event to be economically similar to the common practice among public companies of issuing the net amount of common shares to employees for their vested stock-based compensation, selling a portion of the gross shares pay applicable withholding taxes, and separately making open market repurchases of common shares.
There was nothing comparable to the 2021 Equity Event in 2020 and nothing similar is currently contemplated after 2021. Accordingly, the only prior period recast with respect to the 2021 Equity Event was the second quarter of 2021.
Calculation of Non-Compensation Expense Adjustments for Adjusted Earnings
Newmark's calculation of pre-tax Adjusted Earnings excludes GAAP gains or charges related to the following:
Non-cash amortization of intangibles with respect to acquisitions.
Other acquisition-related costs, including unaffiliated third-party professional fees and expenses.
Resolutions of non-recurring, exceptional or unusual gains or charges related to resolutions of litigation, disputes, investigations, or enforcement matters that are generally non-recurring, exceptional, or unusual,
or similar items that that management believes do not best reflect Newmark's underlying operating performance, including related unaffiliated third-party professional fees and expenses.
Non-cash gains attributable to OMSRs. Non-cash amortization of mortgage servicing rights (which Newmark refers to as "MSRs"). Under GAAP, the Company recognizes OMSRs equal to the fair value of servicing rights retained on mortgage loans originated and sold. Subsequent to the initial recognition at fair value, MSRs are carried at the lower of amortized cost or fair value and amortized in proportion to the net servicing revenue expected to be earned. However, it is expected that any cash received with respect to these servicing rights, net of associated expenses, will increase Adjusted Earnings and Adjusted EBITDA in future periods.
Various other GAAP items that management views as not reflective of the Company's underlying performance for the given period, including non-compensation-related charges incurred as part of broad restructuring and/or cost savings plans. Such GAAP items may include charges for exiting leases and/or other long-term contracts as part of cost-saving initiatives, as well as non-cash impairment charges related to assets, goodwill, and/or intangible assets created from acquisitions.
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Non-GAAP Financial Measures (continued)
Calculation of Other income (loss) for Adjusted Earnings and Adjusted EBITDA
Adjusted Earnings calculations also exclude certain other non-cash, non-dilutive, and/or non-economic items, which may in some periods include:
Unusual, non-ordinary or non-recurring gains or charges.
Non-cash GAAP asset impairment charges.
Gains or losses on divestitures.
The impact of any unrealized non-cash mark-to-market gains or losses on "Other income (loss)" related to the variable share forward agreements with respect to Newmark's receipt of the payments from Nasdaq, Inc. ("Nasdaq"), in 2021 and 2022 and the 2020 Nasdaq payment (the "Nasdaq Forwards"). Mark-to-market adjustments for non-marketable investments.
Certain other non-cash, non-dilutive, and/or non-economic items.
Due to Nasdaq's sale of its U.S. fixed income business in the second quarter of 2021, the Nasdaq Earn-out and related Forward settlements were accelerated, less certain previously disclosed adjustments. Because these shares were originally expected to be received over a 15 year period ending in 2027, the Earn-out had been included in calculations of Adjusted Earnings and Adjusted EBITDA under Newmark's previous non-GAAP methodology. Due to the acceleration of the Earn-out and the Nasdaq Forwards, the Company now views results excluding certain items related to the Earn-out to be a better reflection of the underlying performance of Newmark's ongoing operations. Therefore, beginning with the third quarter of 2021, other income (loss) for Adjusted Earnings and Adjusted EBITDA also excludes the impact of the below items from relevant periods. These items may collectively be referred to as the "Impact of Nasdaq".
Realized gains related to the accelerated receipt on June 25, 2021, of Nasdaq shares.
Realized gains or losses and unrealized mark-to-market gains or losses with respect to Nasdaq shares received prior to the Earn-out acceleration.
The impact of any unrealized non-cash mark-to-market gains or losses on "Other income (loss)" related to the Nasdaq Forwards. This item was historically excluded under the previous non-GAAP
definitions.
Other items related to the Earn-out.
Newmark's calculations of non-GAAP "Other income (loss)" for certain prior periods includes dividend income on its Nasdaq shares, as these dividends contributed to cash flow and were generally correlated to Newmark's interest expense on short term borrowing against such shares. As Newmark sold 100% of these shares between the third quarter of 2021 and the first quarter of 2022, both its interest expense and dividend income declined accordingly.
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Non-GAAP Financial Measures (continued)
METHODOLOGY FOR CALCULATING ADJUSTED EARNINGS TAXES
Although Adjusted Earnings are calculated on a pre-tax basis, Newmark also reports post-tax Adjusted Earnings to fully diluted shareholders. The Company defines post-tax Adjusted Earnings to fully diluted shareholders as pre-tax Adjusted Earnings reduced by the non-GAAP tax provision described below and net income (loss) attributable to noncontrolling interest for Adjusted Earnings.
The Company calculates its tax provision for post-tax Adjusted Earnings using an annual estimate similar to how it accounts for its income tax provision under GAAP. To calculate the quarterly tax provision under GAAP, Newmark estimates its full fiscal year GAAP Income (loss) before income taxes and noncontrolling interests and the expected inclusions and deductions for income tax purposes, including expected equity-based compensation during the annual period. The resulting annualized tax rate is applied to Newmark's quarterly GAAP income before income taxes and noncontrolling interests. At the end of the annual period, the Company updates its estimate to reflect the actual tax amounts owed for the period.
To determine the non-GAAP tax provision, Newmark first adjusts pre-tax Adjusted Earnings by recognizing any, and only, amounts for which a tax deduction applies under applicable law. The amounts include charges with respect to equity-based compensation, certain charges related to employee loan forgiveness, certain net operating loss carryforwards when taken for statutory purposes, and certain charges related to tax goodwill amortization. These adjustments may also reflect timing and measurement differences, including treatment of employee loans, changes in the value of units between the dates of grants of exchangeability and the date of actual unit exchange, changes in the value of RSUs and/or restricted stock awards between the date of grant and the date the award vests, variations in the value of certain deferred tax assets and liabilities, and the different timing of permitted deductions for tax under GAAP and statutory tax requirements.
After application of these adjustments, the result is the Company's taxable income for its pre-tax Adjusted Earnings, to which Newmark then applies the statutory tax rates to determine its non-GAAP tax provision. Newmark views the effective tax rate on pre-tax Adjusted Earnings as equal to the amount of its non-GAAP tax provision divided by the amount of pre-tax Adjusted Earnings.
Generally, the most significant factor affecting this non-GAAP tax provision is the amount of charges relating to equity-based compensation. Because the charges relating to equity-based compensation are
deductible in accordance with applicable tax laws, increases in such charges have the effect of lowering the Company's non-GAAP effective tax rate and thereby increasing its post-tax Adjusted Earnings.
Newmark incurs income tax expenses based on the location, legal structure, and jurisdictional taxing authorities of each of its subsidiaries. Certain of the Company's entities are taxed as U.S. partnerships and are subject to the Unincorporated Business Tax ("UBT") in New York City. Any U.S. federal and state income tax liability or benefit related to the partnership income or loss, with the exception of UBT, rests with the unit holders rather than with the partnership entity. The Company's consolidated financial statements include U.S. federal, state, and local income taxes on the Company's allocable share of the U.S. results of operations. Outside of the U.S., Newmark is expected to operate principally through subsidiary corporations subject to local income taxes. For these reasons, taxes for Adjusted Earnings are expected to be presented to show the tax provision the consolidated Company would expect to pay if 100% of earnings were taxed at global corporate rates.
CALCULATIONS OF PRE- AND POST-TAX ADJUSTED EARNINGS PER SHARE
Newmark's pre-tax Adjusted Earnings and post-tax Adjusted Earnings per share calculations assume either that:
The fully diluted share count includes the shares related to any dilutive instruments, but excludes the associated expense, net of tax, when the impact would be dilutive; or
The fully diluted share count excludes the shares related to these instruments, but includes the associated expense, net of tax ,when the impact would be anti-dilutive.
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Disclaimer
Newmark Group Inc. published this content on April 21, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on April 21, 2026 at 20:47 UTC.