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Compensation | 6 Months Ended
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Jun. 30, 2024
Share-Based Payment Arrangement [Abstract] |
Compensation | Compensation Newmark’s Compensation Committee may grant various equity-based awards to employees of Newmark, including RSUs, restricted stock, limited partnership units and shares of Newmark Class A common stock upon exchange or redemption of Newmark Holdings limited partnership units (see Note 2 — “Limited Partnership Interests in Newmark Holdings and BGC Holdings”). On December 13, 2017, as part of the Separation, the Equity Plan was approved by Newmark’s then sole stockholder, BGC, for Newmark to issue up to 400.0 million shares of Newmark Class A common stock, of which 400.0 million shares were registered on Forms S-8 as of June 30, 2024. As of June 30, 2024, awards with respect to 102.4 million shares had been granted and 297.6 million shares were available for future awards under the Equity Plan. Upon vesting of RSUs, issuance of restricted stock and exchange or redemption of limited partnership units, Newmark generally issues new shares of its Class A common stock. Prior to the Separation, BGC’s Compensation Committee granted various equity-based awards to employees of Newmark, including RSUs, restricted stock, limited partnership units and exchange rights for shares of BGC Class A common stock upon exchange of BGC Holdings limited partnership units (see Note 2 — “Limited Partnership Interests in Newmark Holdings and BGC Holdings”). As a result of the Separation, limited partnership interests in Newmark Holdings were distributed to the holders of limited partnership interests in BGC Holdings. Each holder of BGC Holdings limited partnership interests at that time held a BGC Holdings limited partnership interest and 0.4545 of a corresponding Newmark Holdings limited partnership interest. The Exchange Ratio is the number of shares of Newmark Common Stock that a holder will receive upon exchange of one Newmark Holdings exchangeable unit. The Exchange Ratio was initially one, but is subject to adjustment as set forth in the Separation and Distribution Agreement and was 0.9248 as of June 30, 2024. As a result of a series of transactions prior to and in anticipation of the Corporate Conversion, all BGC Holdings units held by Newmark employees were redeemed or exchanged, in each case, for shares of BGC Class A common stock. Newmark incurred compensation expense related to Class A common stock, limited partnership units and RSUs held by Newmark employees as follows (in thousands):
|  | Three Months Ended June 30, |  | Six Months Ended June 30,
|  | 2024 |  | 2023 |  | 2024 |  |  |  | 2023
Issuance of common stock and exchangeability expenses |  | 11,852 |  |  | 5,832 |  |  | 47,958 |  |  |  |  | 27,705 |
Limited partnership units amortization |  | 7,169 |  |  | 7,434 |  |  | 14,516 |  |  |  |  | 15,005 |
RSU amortization |  | 5,920 |  |  | 6,221 |  |  | 13,679 |  |  |  |  | 12,184 |
Total compensation expense |  | 24,941 |  |  | 19,487 |  |  | 76,153 |  |  |  |  | 54,894 |
Allocations of net income to limited partnership units and FPUs (1) |  | 545 |  |  | 122 |  |  | 776 |  |  |  |  | 364 |
Equity-based compensation and allocations of net income to limited partnership units and FPUs |  | $ | 25,486 |  |  | $ | 19,609 |  |  | $ | 76,929 |  |  |  |  | $ | 55,258 |
(1)Certain limited partnership units receive quarterly allocations of net income and are generally contingent upon services being provided by the unit holders, including the Preferred Distribution. (a) Limited Partnership Units A summary of the activity associated with limited partnership units held by Newmark employees is as follows:
| Newmark Holdings Units |  | BGC Holdings Units
Balance, January 1, 2023 | 30,687,954 |  |  | 5,459,388 |
Issued | 16,092,841 |  |  | 1,506 |
Redeemed/exchanged units | (3,676,057) |  |  | (5,459,895) |
Forfeited units/other | (727,772) |  |  | (999) |
Balance, December 31, 2023(1) | 42,376,966 |  |  | — |
Issued | 9,040,073 |  |  | — |
Redeemed/exchanged units | (2,462,482) |  |  | — |
Forfeited units/other | (398,037) |  |  | — |
June 30, 2024(2) | 48,556,520 |  |  | — |
Total exchangeable units outstanding(1): |  |  |
December 31, 2023 | 12,189,148 |  |  | — |
June 30, 2024 | 13,382,806 |  |  | — |
(1)The Limited Partnership Units table above also includes partnership units issued as consideration for acquisitions. As of June 30, 2024, there were 2.8 million such partnership units in Newmark Holdings outstanding, of which 1.9 million units were exchangeable. There were no partnership units in BGC Holdings outstanding. As of December 31, 2023, there were 3.1 million such partnership units in Newmark Holdings outstanding, of which 1.5 million units were exchangeable. (2)As of June 30, 2024, the total Limited Partnership Units included 2.2 million Newmark Preferred Units. The Limited Partnership Units table above includes both regular and Preferred Units. The Preferred Units are not entitled to participate in partnership distributions other than with respect to the Preferred Distribution (see Note 2 — “Limited Partnership Interests in Newmark Holdings and BGC Holdings” for further information on Preferred Units). Subsequent to the Spin-Off, there are remaining partners who hold limited partnership interests in Newmark Holdings who are BGC employees. Subsequent to the Spin-Off but prior to the closing of the Corporate Conversion, there were remaining partners who held limited partnership interests in BGC Holdings who are Newmark employees. These limited partnership interests represented interests that were held prior to the Newmark IPO or were distributed in connection with the Separation. Following the Newmark IPO, employees of Newmark and BGC received limited partnership interests in Newmark Holdings and BGC Holdings, respectively. As a result of the Spin-Off, as the existing limited partnership interests in Newmark Holdings held by BGC employees and the existing limited partnership interests in BGC Holdings held by Newmark employees were exchanged/redeemed, the related capital could be contributed to and from Cantor, respectively. The compensation expenses under GAAP related to the limited partnership interests are based on the company where the partner is employed. Therefore, compensation expenses related to the limited partnership interests of both Newmark and BGC but held by a Newmark employee are recognized by Newmark. The Newmark Holdings limited partnership interests held by BGC employees are included in the Newmark share count. The BGC Holdings limited partnership interests held by Newmark employees were included in the BGC share count until the Corporate Conversion. A summary of units held by Newmark employees redeemed in connection with the issuance of Newmark or BGC Class A common stock (at the current Exchange Ratio) or granted exchangeability for Newmark or BGC Class A common stock is as follows:
|  | Three Months Ended June 30, |  | Six Months Ended June 30, |  |
|  | 2024 |  | 2023 |  | 2024 |  | 2023 |  |
BGC Holdings Units |  | — |  |  | 100,280 |  |  | — |  |  | 116,556 |  |  |
Newmark Holdings Units |  | 1,274,736 |  |  | 972,339 |  |  | 4,922,350 |  |  | 3,700,617 |  |  |
Total |  | 1,274,736 |  |  | 1,072,619 |  |  | 4,922,350 |  |  | 3,817,173 |  |  |
Compensation expense related to the issuance of Newmark or BGC Class A common stock and grants of exchangeability on Newmark Holdings and BGC Holdings (prior to the Corporate Conversion) limited partnership units to Newmark employees is as follows (in thousands):
|  | Three Months Ended June 30, |  | Six Months Ended June 30, |  |  |
|  | 2024 |  | 2023 |  | 2024 |  | 2023 |  |  |
Issuance of common stock and exchangeability expenses |  | $ | 11,852 |  |  | $ | 5,832 |  |  | $ | 47,958 |  |  | $ | 27,705 |  |  |  |
Limited partnership units with a post-termination payout held by Newmark employees are as follows (dollars in thousands):
| June 30, 2024 |  | December 31, 2023
Notional Value | $ | 161,604 |  |  | $ | 158,594 |
Estimated fair value of the post-termination payout(1) | $ | 59,680 |  |  | $ | 54,950 |
Outstanding limited partnership units in Newmark Holdings | 17,092,900 |  |  | 16,704,405 |
Outstanding limited partnership units in Newmark Holdings - unvested | 374,104 |  |  | 4,856,908 |
(1)Included in “Other long-term liabilities” on the accompanying unaudited condensed consolidated balance sheets. Compensation expense related to limited partnership units held by Newmark employees with a post-termination pay-out amount is recognized over the service period. These units can vest for periods up to seven years from the grant date. There are also certain limited partnership units in Newmark Holdings with a stated vesting schedule that vest over approximately seven years from the grant date. The compensation expense related to these limited partnership units is recognized over the required service period. These limited partnership units with a stated vesting schedule consisted of 3.2 million distribution earning limited partnership units and 2.3 million N Units as of both June 30, 2024 and December 31, 2023. The aggregate estimated grant date fair value of these awards was $46.0 million as of both June 30, 2024 and December 31, 2023. As of June 30, 2024, there was $24.4 million of unrecognized compensation expense related to these unvested limited partnership units that is expected to be recognized over 1.5 years. Newmark recognized compensation expense related to these limited partnership units that were not redeemed as follows (in thousands):
|  | Three Months Ended June 30, |  | Six Months Ended June 30, |  |  |  |
|  | 2024 |  |  | 2023 |  | 2024 |  |  | 2023 |  |  |  |
Post-termination payout |  | $ | 3,104 |  |  |  | $ | 3,369 |  |  | $ | 6,386 |  |  |  | $ | 8,230 |  |  |  |  |
Stated vesting schedule |  | 4,065 |  |  |  | $ | 4,065 |  |  | 8,130 |  |  |  | $ | 6,775 |  |  |  |  |
Limited partnership units amortization |  | $ | 7,169 |  |  |  | $ | 7,434 |  |  | $ | 14,516 |  |  |  | $ | 15,005 |  |  |  |  |
The grants of exchange rights to HDUs of Newmark employees are as follows (in thousands):
| June 30, 2024 |  | December 31, 2023
Notional Value | $ | 1,254 |  |  | $ | 1,254 |
Estimated fair value of limited partnership units (1) | $ | 1,135 |  |  | $ | 1,135 |
(1)Included in “Other long-term liabilities” on the accompanying unaudited condensed consolidated balance sheets. During the three and six months ended June 30, 2024 and 2023, there was no compensation expense (benefit), related to these limited partnership units held by Newmark employees.
During the three months ended June 30, 2024 and 2023, Newmark employees were granted 0.8 million and 1.0 million N Units, respectively. During both the six months ended June 30, 2024 and 2023, Newmark employees were granted 2.0 million N Units. These units are not considered share-equivalent limited partnership units and are not included in the fully diluted share count. The N Units do not receive quarterly allocations of net income while they remain unvested. Upon vesting, which occurs if certain thresholds are met, the N Units are subsequently converted to equivalent limited partnership units that receive quarterly certain income distributions and can be granted exchange rights or redeemed at a later date, at which time these N Units would be reflected as a share-equivalent grant. During the three months ended June 30, 2024 and 2023, 2.6 million and 3.8 million N Units, respectively, were converted into distribution earning limited partnership units. During the six months ended June 30, 2024 and 2023, 5.1 million and 6.3 million N Units, respectively, were converted into distribution earning limited partnership units. (b) Restricted Stock Units A summary of the activity associated with Newmark and BGC RSUs held by Newmark employees is as follows (fair value amount in thousands):
| Newmark RSUs(1) |  | BGC RSUs(2)
| Restricted Stock Units | Weighted- Average Grant Date Fair Value Per Share | Fair Value Amount | Weighted- Average Remaining Contractual Term (Years) |  | Restricted Stock Units | Weighted- Average Grant Date Fair Value Per Share | Fair Value Amount | Weighted- Average Remaining Contractual Term (Years)
Balance, January 1, 2023 | 11,263,862 |  | $ | 9.39 |  | $ | 105,735 |  | 4.75 |  | 6,928 |  | $ | 4.17 |  | $ | 29 |  | 1.62
Granted | 4,192,685 |  | 6.82 |  | 28,594 |  |  |  | — |  | — |  | — |  |
Settled units (delivered shares) | (2,708,902) |  | 9.03 |  | (24,461) |  |  |  | (2,045) |  | 4.05 |  | (8) |  |
Forfeited units | (614,540) |  | 9.14 |  | (5,617) |  |  |  | — |  | — |  | — |  |
Balance, December 31, 2023 | 12,133,105 |  | $ | 8.59 |  | $ | 104,251 |  | 4.01 |  | 4,883 |  | $ | 4.22 |  | $ | 21 |  | 0.87
Granted | 2,063,848 |  | 9.52 |  | 19,647 |  |  |  | 19,425 |  | 6.87 |  | 133 |  |
Settled units (delivered shares) | (1,964,631) |  | 8.69 |  | (17,066) |  |  |  | (1,243) |  | 4.28 |  | (5) |  |
Forfeited units | (254,622) |  | 8.83 |  | (2,248) |  |  |  | (54) |  | 12.51 |  | (1) |  |
Balance, June 30, 2024 | 11,977,700 |  | $ | 8.73 |  | $ | 104,584 |  | 4.15 |  | 23,011 |  | $ | 6.43 |  | $ | 148 |  | 5.71
(1)Newmark issues RSUs to Newmark employees with the awards vesting ratably over the two- to nine-year vesting period into shares of Newmark Class A common stock. (2) BGC RSUs historically vested over a two to three year period. The awards granted during 2024 vest over seven years. The fair value of Newmark and BGC RSUs held by Newmark employees is determined on the date of grant based on the market value (adjusted if appropriate based upon the award’s eligibility to receive dividends), and is recognized, net of the effect of estimated forfeitures, ratably over the vesting period. Newmark uses historical data, including historical forfeitures and turnover rates, to estimate expected forfeiture rates for RSUs. Each RSU is settled for one share of BGC or Newmark Class A common stock, as applicable, upon completion of the vesting period. The compensation expenses under GAAP related to the RSUs are based on the company where the employee is employed. Therefore, compensation expenses related to RSUs of both Newmark and BGC but held by a Newmark employee are recognized by Newmark. Compensation expense related to Newmark and BGC RSUs are as follows (in thousands):
|  | Three Months Ended June 30, |  | Six Months Ended June 30, |  |
|  | 2024 |  | 2023 |  | 2024 |  | 2023 |  |
RSU amortization |  | $ | 5,920 |  |  | $ | 6,221 |  |  | $ | 13,679 |  |  | $ | 12,184 |  |  |
As of June 30, 2024, there was $74.5 million of total unrecognized compensation expense related to unvested Newmark RSUs.

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