Business Context and Reporting Period
This Form 8-K Current Report was filed by Newmark Group, Inc. on August 6, 2026. The filing addresses a significant leadership transition involving the company's Chief Executive Officer, Barry M. Gosin.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on executive compensation and employment terms.
Material Changes
- CEO Departure: Barry M. Gosin will step down as Chief Executive Officer effective December 31, 2026.
- Role Transition: Mr. Gosin will continue as Chairman of Newmark & Co. Real Estate, Inc. (the operating company) through at least December 31, 2027, with potential duties extending through December 31, 2029.
- Succession Plan: The Board of Directors expects to identify a new CEO by the end of 2026.
- Employment Agreement: A Third Amended and Restated Employment Agreement was executed on August 6, 2026, extending Mr. Gosin's term through December 31, 2029.
Guidance, Outlook, and Compensation Details
Compensation Structure (2027-2029):
- Mr. Gosin will receive aggregate annual compensation of $5,000,000 while employed.
- This amount is comprised of a $1,000,000 base salary and a $4,000,000 cash bonus.
- He remains eligible for additional compensation and commissions at the Company's discretion, subject to Compensation Committee approval.
Termination and Role Flexibility:
- The Board retains discretion to remove Mr. Gosin's titles or operational roles on or after January 1, 2027.
- The Board may terminate the agreement prior to December 31, 2029, while continuing compensation, or convert the role to a non-employee consulting arrangement at an annualized rate of $5,000,000.
- Termination for Cause, death, or disability remains applicable.
- Post-employment Non-Compete Payments are no longer payable.
Investment Activities:
- Mr. Gosin is permitted to invest alongside outside investors via funds he raises, excluding those associated with Company employees without Board consent.
- He may invest in institutional real estate funds unless they are owned or managed by brokerage competitors.
- He must offer the Company the opportunity to service associated properties, replacing the prior requirement to offer a 50% partnership interest.
Investor Verification Checklist
- Verify the timeline for the appointment of the new CEO.
- Review the full text of the Third Amended and Restated Employment Agreement (Exhibit 10.1) for specific definitions of "Cause" and termination conditions.
- Monitor future filings for details on the new CEO's background and compensation package.
- Assess the impact of the modified investment provisions on potential conflicts of interest.