NEWMARK GROUP, INC.NMRK

NEWMARK GROUP, INC. Earnings Per Share Disclosure

10-KFiled Mar 2, 20262 min read
Earnings Per Share and Weighted-Average Shares Outstanding
U.S. GAAP guidance — Earnings (Loss) Per Share provides guidance on the computation and presentation of earnings (loss) per share. Basic EPS excludes dilution and is computed by dividing net income (loss) available to common stockholders by the weighted-average number of shares of common stock outstanding and contingent shares for which all necessary conditions have been satisfied except for the passage of time. Net income (loss) is allocated to Newmark’s outstanding common stock, FPUs, limited partnership units and Cantor Units (see Note 2 — “Limited Partnership Interests in Newmark Holdings and BGC Holdings”).

The following is the calculation of Newmark’s basic EPS (in thousands, except per share data): 
 Year Ended December 31,
 202520242023
Basic earnings per share:
Net income (loss) available to common stockholders
$126,186 $61,234 $42,575 
Basic weighted-average shares of common stock outstanding178,456 172,179 173,475 
Basic earnings per share$0.71 $0.36 $0.25 

Fully diluted EPS is calculated utilizing net income (loss) available to common stockholders plus net income allocations to the limited partnership interests in Newmark Holdings as the numerator. The denominator comprises Newmark’s weighted-average number of outstanding shares of Newmark common stock and, if dilutive, the weighted-average number of limited partnership interests and other contracts to issue shares of common stock, stock options and RSUs. The limited partnership interests generally are potentially exchangeable into shares of Newmark Class A common stock and are entitled to remaining earnings after the deduction for the Preferred Distribution; as a result, they are included in the fully diluted EPS computation to the extent that the effect would be dilutive.

The following is the calculation of Newmark’s fully diluted EPS (in thousands, except per share data):

 Year Ended December 31,
202520242023
Fully diluted earnings per share:
Net income (loss) available to common stockholders$126,186 $61,234 $42,575 
Allocations of net income to limited partnership interests in Newmark Holdings, net of tax46,808 — — 
Net income (loss) for fully diluted shares$172,994 $61,234 $42,575 
Weighted-average shares:
Common stock outstanding178,456 172,179 173,475 
Partnership units(1)
69,773 — — 
RSUs (Treasury stock method)4,871 5,110 2,413 
Newmark exchange shares350 402 494 
Fully diluted weighted-average shares of common stock outstanding253,450 177,691 176,382 
Fully diluted earnings per share$0.68 $0.34 $0.24 
(1)Partnership units collectively include FPUs, limited partnership units, and Cantor Units (see Note 2 — “Limited Partnership Interests in Newmark Holdings and BGC Holdings” for more information).

For the years ended December 31, 2025, 2024 and 2023, 0.2 million, 77.7 million and 73.4 million potentially dilutive securities were excluded from the computation of fully diluted EPS because their effect would have been anti-dilutive.

Historical Timeline

Fiscal YearFiled
2025Mar 2, 2026Showing above
2024Mar 3, 2025
2023Feb 29, 2024
2022Mar 16, 2023
2021Mar 1, 2022
2020Mar 1, 2021
2019Feb 28, 2020
2018Mar 15, 2019

About Earnings Per Share Disclosures

The earnings per share disclosure breaks down the calculation from net income to both basic and diluted EPS, revealing the full impact of a company's capital structure on per-share economics. The reconciliation between basic and diluted share counts exposes how many stock options, RSUs, convertible securities, and warrants are potentially dilutive to existing shareholders.

Key signals: a widening gap between basic and diluted shares indicates growing dilution from equity compensation or convertible instruments. Anti-dilutive securities excluded from the diluted calculation deserve attention — they represent latent dilution that will materialize if the stock price rises. Watch for the effect of share buybacks on per-share metrics: EPS growth driven primarily by repurchases rather than income growth signals weakening fundamentals. Compare year-over-year changes in the diluted share count against equity compensation expense to assess whether management is effectively managing dilution.

Other Available Disclosures

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