Newmark Group (NMRK) risk factors, FY2025 10-K

Newmark Group's FY2025 10-K, filed Mar 02, 2026, lists 48 risk factors in 19 groups. Against the prior year's 52: 9 new, 13 dropped, 15 substantially reworded.

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Risk factors listed
4819 groups
New this year
9vs 52 last year
Dropped
13since the prior 10-K
Substantially reworded
15of those kept
Section length
23k wordsItem 1A

What the changes say

  • Leadership transition occurred after Howard Lutnick became U.S. Secretary of Commerce, cementing Brandon Lutnick's control over Newmark.
  • Debt levels reached $675 million, creating exposure to interest rate volatility and refinancing risks.

What changed since the prior 10-K

New

  • NewRisks Related to Regulatory Compliance and Potential Liabilities

    In addition, because the size and scope of commercial real estate transactions have increased significantly during the past several years, both the difficulty of ensuring compliance with the numerous state licensing and regulatory regimes and the possible loss resulting from non-compliance have increased

    Commercial real estate transaction sizes have grown, increasing state licensing and compliance risks and potential penalties for non-compliance.

  • NewRisks Related to Regulatory Compliance and Potential Liabilities

    Environmental regulations and evolving stakeholder expectations may adversely impact our commercial real estate business and/or cause us to incur compliance costs and reduce transaction volumes in the commercial real estate markets

    Environmental regulations, zoning restrictions, and building performance standards may reduce commercial real estate transaction volumes and increase our compliance costs.

  • NewRisks Related to Regulatory Compliance and Potential Liabilities

    liability under these laws, and we believe that we have taken adequate measures to prevent any such losses, no assurances can be given that these events will not occur

    Asbestos removal and lead-based paint inspection mandates could increase our legal compliance costs and operational expenses in leased corporate offices.

  • NewRisks Related to Our Mortgage Origination and Servicing Business

    We retain credit risk on loans sold under the Fannie Mae DUS program and could incur significant loss‑sharing, collateral and repurchase obligations that may materially and adversely affect our results of operations and liquidity

    We retain credit risk on multifamily loans sold under the Fannie Mae DUS program, absorbing approximately one-third of losses on unpaid principal balances.

  • NewRisks Related to Our Mortgage Origination and Servicing Business

    collateral or reserve demands, program modifications, restrictions on our approvals or suspension or termination of our seller/servicer status. Any such actions could negatively impact our loan origination and servicing revenues, mortgage servicing rights, reputation, liquidity and overall financial condition

    Fannie Mae and Freddie Mac conservatorship or defaults on our servicing obligations could trigger loan repurchases, indemnity payments, and reduced revenues.

  • NewRisks Related to Our Key Personnel and Employee Turnover

    Leadership changes and the resulting transition following our former Chairman of the Board and Executive Chairman’s confirmation as the U.S. Secretary of Commerce could have an adverse effect on our business

    Howard Lutnick's departure as Executive Chairman following his confirmation as U.S. Secretary of Commerce may impact our financial and operational goals.

  • NewRisks Related to Liquidity, Funding and Indebtedness

    obligations under our indebtedness, which could have a material adverse effect on our business, financial condition, results of operations and prospects

    Our approximately $675 million of indebtedness as of December 31, 2025, limits our financial flexibility and requires substantial cash flow for interest payments.

  • NewRisks Related to Our Relationship with Cantor and its Affiliates

    We are controlled by Cantor and CFGM, which are controlled by Mr. Brandon Lutnick, whose interests may conflict with ours and who may exercise their control in a way that favors their interests to our detriment, and these relationships may subject us to particular scrutiny

    Brandon Lutnick controls 57.8% of our voting power through Cantor and CFGM, creating potential conflicts of interest with public stockholders.

  • NewRisks Related to Our Relationship with Cantor and its Affiliates

    Our restated certificate of incorporation contains provisions that may make it easier for Cantor or its subsidiaries to compete with us

    Our certificate of incorporation exempts Cantor and BGC Group companies from fiduciary duty liabilities to us and permits them to compete.

Dropped

  • DroppedRisks Related to Global Economic and Market Conditions

    manage properties acquired under distress, there can be no assurance that these incremental fees, if any, will offset any declines in other parts of our business as a result of higher interest rates, which in turn could materially adversely affect our business, financial condition, results of operations and prospects

  • DroppedRisks Related to International Operations

    The U.K. exit from the EU could materially adversely impact our customers, counterparties, businesses, financial condition, results of operations and prospects

  • DroppedRisks Related to Regulatory Compliance and Potential Liabilities

    We may have liabilities in connection with our business activities, including appraisal and valuation, sales and leasing and property and facilities management activities, and such liabilities may exceed our insurance coverage

    Federal Reserve lowering interest rates in 2024 and potential inflation concerns.

  • DroppedRisks Related to Regulatory Compliance and Potential Liabilities

    If we fail to comply with laws, rules and regulations applicable to commercial real estate brokerage, valuation and advisory, mortgage transactions and our other business lines, we may incur significant financial penalties

  • DroppedRisks Related to Regulatory Compliance and Potential Liabilities

    Environmental regulations may adversely impact our commercial real estate business and/or cause us to incur costs for cleanup of hazardous substances or wastes or other environmental liabilities

  • DroppedRisks Related to Our Mortgage Origination and Servicing Business

    We are subject to risk of loss in connection with defaults on loans sold under the Fannie Mae DUS program that could materially and adversely affect our results of operations and liquidity

  • DroppedRisks Related to Our Intellectual Property

    provisions to establish and protect our intellectual property rights to proprietary technologies, products, services or methods, and our brand

  • DroppedRisks Related to Our Key Personnel and Employee Turnover

    Howard Lutnick’s confirmation as the U.S. Secretary of Commerce and the loss of his services could have an adverse effect on our business

    U.K. exit from the European Union (Brexit) and ongoing market uncertainties.

  • DroppedRISKS RELATED TO OUR CORPORATE AND PARTNERSHIP AND EQUITY STRUCTURE

    Newmark OpCo, or any combination thereof, and materially adversely affect our business, financial condition, results of operations and prospects

    Liabilities exceeding insurance coverage for appraisal, sales, leasing, and property management.

  • DroppedRisks Related to Our Relationship with Cantor and its Affiliates

    Our Class B common stock is held by Cantor and CFGM, whose interests may conflict with ours and may exercise their control in a way that favors their interests to our detriment

  • DroppedRisks Related to Our Relationship with Cantor and its Affiliates

    Further changes in Cantor’s management may occur pursuant to Mr. Howard Lutnick’s divestiture of his interests, which may impact Cantor’s control over and relationship with us in ways that we cannot currently predict

    Financial penalties for failing to comply with real estate brokerage and mortgage laws.

  • DroppedRisks Related to Our Relationship with Cantor and its Affiliates

    Kyle Lutnick was appointed as Executive Vice Chairman of Cantor and President of CFGM, and as a member of our Board of Directors

  • DroppedRisks Related to Our Relationship with Cantor and its Affiliates

    Newmark Holdings exchangeable limited partnership interest, will not agree to a higher dividend percentage or a different use of reinvestment cash, even if doing so might be more advantageous to the Newmark stockholders

    Environmental regulations causing cleanup costs or discouraging real estate transactions.

Reworded

  • 96% rewrittenRisks Related to Our Intellectual Property

    We may not be able to protect our intellectual property rights or may be prevented from using intellectual property necessary for our business

    Expanded intellectual property risk text to explicitly mention trade secrets, brand protection, patent validity expiration, and risks of unregistered rights.

  • 87% rewrittenRisks Related to Global Economic and Market Conditions

    Actions taken by central banks in major global economies, including with regards to interest rates, may have a material negative impact on our businesses

    Updated interest rate discussion from 2022-2023 rate hikes to 2024-2025 rate cuts and ongoing inflation targets in the US, UK, and EU for 2026.

  • 74% rewrittenRISKS RELATED TO OUR CORPORATE AND PARTNERSHIP AND EQUITY STRUCTURE

    We expect to take all legally permissible action to ensure that we and Newmark Holdings are not deemed investment companies under the Investment Company Act, but no assurance can be given that this will not occur

    Maintained Investment Company Act risk language regarding affiliate transactions and debt limitations without substantive structural changes.

  • 69% rewrittenRisks Related to Our Relationship with Cantor and its Affiliates

    Cantor may compete with us for acquisitions or other business opportunities

    Retained risk description regarding potential real estate business opportunities pursued by Cantor and conduit loan competition.

  • 68% rewrittenRisks Related to Our Relationship with Cantor and its Affiliates

    Agreements between us and/or Cantor or its affiliates are between related parties, and the terms of these agreements may be less favorable to us than those that we could negotiate absent such relationships and may subject us to litigation

    Preserved related-party agreement risk regarding administrative and transition services pricing potentially differing from third-party terms.

    Was: Agreements between us and/or Cantor or its affiliates are between related parties, and the terms of these agreements may be less favorable to us than those that we could negotiate with third parties and may subject us to litigation

  • 67% rewrittenGENERAL RISKS

    Ongoing scrutiny and changing expectations from stockholders, clients, customers and policy makers with respect to the Company’s corporate responsibility practices may result in additional costs or risks

    Broadened corporate responsibility risk to include policy makers alongside investor advocacy groups and institutional investors.

    Was: Ongoing scrutiny and changing expectations from stockholders, clients and customers with respect to the Company’s corporate responsibility or ESG practices may result in additional costs or risks

  • 58% rewrittenRisks Related to Regulatory Compliance and Potential Liabilities

    Because we employ large numbers of building staff in facilities that we manage, we face risk in potential claims relating to employment injuries, termination and other employment matters. While these risks are generally passed back to the building owner, there is no assurance that this will continue to be the case

    Kept property management employment litigation and insurance sufficiency risk language unchanged.

  • 48% rewrittenRisks Related to Liquidity, Funding and Indebtedness

    the extent we are unable to access the debt capital markets on acceptable terms in the future, we may seek to raise funding and capital through equity issuances or other means

    Retained capital markets access and short-term borrowing liquidity risk related to acquisitions and financial reporting.

  • 42% rewrittenRISKS RELATED TO OWNERSHIP OF OUR CLASS A COMMON STOCK AND OUR STATUS AS A PUBLIC COMPANY

    If we fail to implement and maintain an effective internal control environment, our operations, reputation and stock price could suffer, we may need to restate our financial statements and we may be delayed in or prevented from accessing the capital markets

  • 38% rewrittenRisks Related to Our Key Personnel and Employee Turnover

    We may be unable to enforce post-employment restrictive covenants applicable to our employees

  • 38% rewrittenRisks Related to Our IT Systems and Cybersecurity

    We and our competitors may use AI in our businesses, and challenges with properly managing its use could result in competitive harm, regulatory action, legal liability and brand or reputational harm

  • 37% rewrittenRisks Related to Our Key Personnel and Employee Turnover

    The loss of key employees or the failure to hire and retain highly skilled and other key personnel could negatively affect our business

  • 36% rewrittenRisks Related to Concentration of our Business

    Our business is generally geographically concentrated and could be significantly affected by any adverse change in the regions in which we operate

  • 34% rewrittenRISKS RELATED TO OUR CORPORATE AND PARTNERSHIP AND EQUITY STRUCTURE

    We are a holding company and accordingly are dependent upon distributions from Newmark OpCo to pay dividends, taxes and indebtedness and other expenses and to make repurchases of our Class A common stock

  • 27% rewrittenRisks Related to Global Economic and Market Conditions

    General conditions in the economy, commercial real estate market and the banking sector (including perceptions of such conditions) can have a material adverse effect on our business, financial condition, results of operations and prospects

All 48 risk factors

Headings as the filing states them, in filing order.

Risks Related to Global Economic and Market Conditions

  1. 01General conditions in the economy, commercial real estate market and the banking sector (including perceptions of such conditions) can have a material adverse effect on our business, financial condition, results of operations and prospects27% rewritten
  2. 02Actions taken by central banks in major global economies, including with regards to interest rates, may have a material negative impact on our businesses87% rewritten

Risks Related to Concentration of our Business

  1. 03Our business is generally geographically concentrated and could be significantly affected by any adverse change in the regions in which we operate36% rewritten
  2. 04Concentration of business with particular institutional owners and corporate clients can increase risk, and our business can be adversely affected due to the loss of certain of these clients

Risks Related to the Commercial Real Estate Services Industry

  1. 05We operate in a highly competitive industry with numerous competitors, some of which may have greater financial and operational resources than we do

Risks Related to International Operations

  1. 06We are and we will continue to be exposed to political, economic, legal, regulatory, operational and other risks, including with respect to the outbreak of hostilities or other instability, inherent in operating in foreign countries

Risks Related to Regulatory Compliance and Potential Liabilities

  1. 07Because we employ large numbers of building staff in facilities that we manage, we face risk in potential claims relating to employment injuries, termination and other employment matters. While these risks are generally passed back to the building owner, there is no assurance that this will continue to be the case58% rewritten
  2. 08In addition, because the size and scope of commercial real estate transactions have increased significantly during the past several years, both the difficulty of ensuring compliance with the numerous state licensing and regulatory regimes and the possible loss resulting from non-compliance have increasedNew
  3. 09Changes in our tax rates, unavailability of certain tax credits or reliefs, exposure to additional tax liabilities or assessments or challenges to our tax positions or interpretations could adversely affect our results of operations and financial condition
  4. 10Environmental regulations and evolving stakeholder expectations may adversely impact our commercial real estate business and/or cause us to incur compliance costs and reduce transaction volumes in the commercial real estate marketsNew
  5. 11liability under these laws, and we believe that we have taken adequate measures to prevent any such losses, no assurances can be given that these events will not occurNew

Risks Related to Our Mortgage Origination and Servicing Business

  1. 12We retain credit risk on loans sold under the Fannie Mae DUS program and could incur significant loss‑sharing, collateral and repurchase obligations that may materially and adversely affect our results of operations and liquidityNew
  2. 13collateral or reserve demands, program modifications, restrictions on our approvals or suspension or termination of our seller/servicer status. Any such actions could negatively impact our loan origination and servicing revenues, mortgage servicing rights, reputation, liquidity and overall financial conditionNew

Risks Related to Our Intellectual Property

  1. 14We may not be able to protect our intellectual property rights or may be prevented from using intellectual property necessary for our business96% rewritten

Risks Related to Our IT Systems and Cybersecurity

  1. 15Defects or disruptions in our technology or services could diminish demand for our products and services and subject us to liability
  2. 16Malicious cyber-attacks and other adverse events that affect our operational systems or infrastructure, or those of third parties, could disrupt our business, result in the disclosure of confidential information, damage our reputation and cause losses or regulatory penalties
  3. 17We and our competitors may use AI in our businesses, and challenges with properly managing its use could result in competitive harm, regulatory action, legal liability and brand or reputational harm38% rewritten

Risks Related to Our Key Personnel and Employee Turnover

  1. 18Leadership changes and the resulting transition following our former Chairman of the Board and Executive Chairman’s confirmation as the U.S. Secretary of Commerce could have an adverse effect on our businessNew
  2. 19The loss of key employees or the failure to hire and retain highly skilled and other key personnel could negatively affect our business37% rewritten
  3. 20The ability of key employees to devote adequate time and attention to us are a key part of the success of our business, and failure to continue to employ and have the benefit of these persons may adversely affect our business and prospects
  4. 21We may be unable to enforce post-employment restrictive covenants applicable to our employees38% rewritten

Risks Related to Seasonality

  1. 22Our business is generally affected by seasonality, which could have a material adverse effect on our results of operations in a given period

Risks Related to Our Commercial Contracts and Arrangements

  1. 23We may not be able to replace partner offices when affiliation agreements are terminated, which may decrease our scope of services and geographic reach
  2. 24Declines in or terminations of servicing engagements or breaches of servicing agreements could have a material adverse effect on our business, financial condition, results of operations and prospects
  3. 25Reductions in loan servicing fees as a result of defaults or prepayments by borrowers could have a material adverse effect on our business, financial condition, results of operations and prospects

Risks Related to Liquidity, Funding and Indebtedness

  1. 26Liquidity is essential to our business, and insufficient liquidity could have a material adverse effect on our business, financial condition, results of operations and prospects
  2. 27Liquidity is essential to our business. Our liquidity position could be impaired due to circumstances that we may be unable to control, such as a general market disruption or idiosyncratic events that affect our clients, other third parties or us
  3. 28the extent we are unable to access the debt capital markets on acceptable terms in the future, we may seek to raise funding and capital through equity issuances or other means48% rewritten
  4. 29obligations under our indebtedness, which could have a material adverse effect on our business, financial condition, results of operations and prospectsNew
  5. 30We may incur substantially more debt or take other actions which would intensify the risks discussed herein
  6. 31Credit ratings downgrades could adversely affect our cost of capital and the availability of debt financing
  7. 32Potential acquisitions and new businesses may require significant cash resources and may lead to a significant increase in the level of our indebtedness

Risks Related to Our 7.500% Senior Notes

  1. 33We may not have the funds necessary to repurchase the 7.500% Senior Notes upon a change of control triggering event as required by the indenture governing these notes
  2. 34The requirement to offer to repurchase the 7.500% Senior Notes upon a change of control triggering event may delay or prevent an otherwise beneficial takeover attempt of us

RISKS RELATED TO OUR CORPORATE AND PARTNERSHIP AND EQUITY STRUCTURE

  1. 35We are a holding company and accordingly are dependent upon distributions from Newmark OpCo to pay dividends, taxes and indebtedness and other expenses and to make repurchases of our Class A common stock34% rewritten
  2. 36Because our voting control is concentrated among the holders of our Class B common stock, the market price of our Class A common stock may be materially adversely affected by its disparate voting rights
  3. 37The dual class structure of our common stock may adversely affect the trading market for our Class A common stock
  4. 38Delaware law may protect decisions of our Board of Directors that have a different effect on holders of our Class A common stock and Class B common stock
  5. 39We expect to take all legally permissible action to ensure that we and Newmark Holdings are not deemed investment companies under the Investment Company Act, but no assurance can be given that this will not occur74% rewritten

Risks Related to Our Relationship with Cantor and its Affiliates

  1. 40We are controlled by Cantor and CFGM, which are controlled by Mr. Brandon Lutnick, whose interests may conflict with ours and who may exercise their control in a way that favors their interests to our detriment, and these relationships may subject us to particular scrutinyNew
  2. 41Cantor may compete with us for acquisitions or other business opportunities69% rewritten
  3. 42Our restated certificate of incorporation contains provisions that may make it easier for Cantor or its subsidiaries to compete with usNew
  4. 43Agreements between us and/or Cantor or its affiliates are between related parties, and the terms of these agreements may be less favorable to us than those that we could negotiate absent such relationships and may subject us to litigation68% rewritten

RISKS RELATED TO OWNERSHIP OF OUR CLASS A COMMON STOCK AND OUR STATUS AS A PUBLIC COMPANY

  1. 44If we fail to implement and maintain an effective internal control environment, our operations, reputation and stock price could suffer, we may need to restate our financial statements and we may be delayed in or prevented from accessing the capital markets42% rewritten
  2. 45Purchasers of our Class A common stock, as well as existing stockholders, may experience significant dilution as a result of sales of shares of our Class A common stock by us, and the perception that such sales could occur may adversely affect prevailing market prices for our stock
  3. 46We are a Delaware corporation, and the anti-takeover provisions of the DGCL, our Certificate of Incorporation and our Bylaws impose various impediments to the ability of a third-party to acquire control of us, even if a change of control would be beneficial to our Class A stockholders

GENERAL RISKS

  1. 47Ongoing scrutiny and changing expectations from stockholders, clients, customers and policy makers with respect to the Company’s corporate responsibility practices may result in additional costs or risks67% rewritten
  2. 48We face increasing financial, regulatory, and transitional risks associated with the effects of climate change

Other Newmark Group 10-Ks

  • FY2024 10-K risk factors
    52 risks

    This company has no prior year filing. The risk section is dominated by market cycles, interest rate exposure, and key personnel dependencies.

    Filed Mar 03, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.