Newmark Group Inc. filed SEC Form 8-K: Regulation FD Disclosure, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of Registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
(Address of principal executive offices)
Registrant’s telephone number, including area code: (
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01. Regulation FD Disclosure.
On May 19, 2025, the Court of Chancery (the “Court”) of the State of Delaware (Consolidated C.A. No. 2022-0687) entered an amended scheduling order (the “Amended Scheduling Order”) which rescheduled the hearing on the Stipulation and Agreement of Compromise, Settlement, and Release (the “Settlement Agreement”) by and among Newmark Group, Inc. (the “Company”), the Board of Directors of the Company (the “Board”) and certain executive officers of the Company (collectively, the “Defendants”) and the putative class of stockholders of the Company (the “Plaintiffs,” and, together with Defendants, the “Parties”) to August 13, 2025, at 11:30 a.m.
Pursuant to the Settlement Agreement and the Amended Scheduling Order, the Company is publishing the Settlement Agreement and the Amended Notice of Pendency and Proposed Settlement of Derivative Action (the “Amended Settlement Notice”), each attached hereto as Exhibits 99.1 and 99.2, respectively. The Settlement Agreement and the Amended Settlement Notice will also appear on the Company’s investor relations website at ir.nmrk.com.
As previously disclosed, on February 7, 2025, the Company, the Board and certain executive officers of the Company entered into the Settlement Agreement with the Plaintiffs to resolve the previously disclosed stockholder derivative litigation pending in the Court in connection with the 2021 award of a cash bonus to the Company’s Executive Chairman and the redemption and exchange of partnership units of Newmark Holdings, L.P. held by the Company’s Executive Chairman and certain other officers of the Company. The Settlement Agreement is subject to approval by the Court.
Under the terms of the Settlement Agreement, the settlement will be funded exclusively by insurance proceeds, which will be paid to Plaintiffs’ counsel and the Company. Pursuant to the terms of the Settlement Agreement, the Plaintiffs will release the Board and executive officers from any civil claims related to the matter. The Settlement Agreement contains no admission of liability by the Board or other Defendants.
The Company and other Defendants entered into the Settlement Agreement to avoid the delay, uncertainty and expense of protracted litigation.
The information in this Item 7.01 and Exhibits 99.1 and 99.2 attached to this Current Report on Form 8-K are being furnished under Item 7.01 of Form 8-K. Such information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.
DISCUSSION OF FORWARD-LOOKING STATEMENTS ABOUT NEWMARK
Statements in this Current Report on Form 8-K and the Notice furnished as Exhibits 99.1 and 99.2 of Current Report that are not historical facts are “forward-looking statements” that involve risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements. These include statements about the anticipated effects of the Settlement Agreement on the Company’s business and financial results, which may constitute forward-looking statements and are subject to the risk that the actual impact may differ, possibly materially, from what is currently expected. Except as required by law, Newmark undertakes no obligation to update any forward-looking statements. For a discussion of additional risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see Newmark’s Securities and Exchange Commission filings, including, but not limited to, the risk factors and Special Note on Forward-Looking Information set forth in these filings and any updates to such risk factors and Special Note on Forward-Looking Information contained in subsequent reports on Form 10-K, Form 10-Q or Form 8-K.
1
ITEM 9.01. Financial Statements and Exhibits
(d) Exhibits
The exhibit index set forth below is incorporated by reference in response to this Item 9.01.
EXHIBIT INDEX
| Exhibit Number |
Description | |
| 99.1 | Stipulation and Agreement of Compromise, Settlement, and Release | |
| 99.2 | Amended Notice of Pendency and Proposed Settlement of Derivative Action | |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL |
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
| Newmark Group, Inc. | ||
| Date: May 29, 2025 | By: | /s/ Michael J. Rispoli |
| Name: | Michael J. Rispoli | |
| Title: | Chief Financial Officer | |
[Signature Page to Form 8-K regarding Newmark Settlement Agreement and Notice dated May 29, 2025]
3