Page 1

( Mark One ) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington , D.C. 20549 FORM 10 - K FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31 , 2020 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from Delaware ( State or other Jurisdiction of Incorporation or Organization ) Title of Each Class Class A Common Stock , $ 0.01 par value to Commission File Numbers : 001-38329 NEWMARK GROUP , INC . ( Exact name of Registrant as specified in its charter ) 125 Park Avenue New York , New York 10017 ( 212 ) 372-2000 ( Address , including zip code , and telephone number , including area code , of Registrant's principal executive offices ) Securities registered pursuant to Section 12 ( b ) of the Act : Trading Symbol ( s ) 6531 ( Primary Standard Industrial Classification Code Number ) Securities registered pursuant to Section 12 ( g ) of the Act : None ( Title of Class ) NMRK Indicate by check mark if the registrant is a well - known seasoned issuer , as defined in Rule 405 of the Securities Act . Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15 ( d ) of the Act . Yes No 81-4467492 ( I.R.S. Employer Identification Number ) Indicate by check mark whether the registrant : ( 1 ) has filed all reports required to be filed by Section 13 or 15 ( d ) of the Securities Exchange Act of 1934 during the preceding 12 months ( or for such shorter period that the registrant was required to file such reports ) , and ( 2 ) has been subject to such filing requirements for the past 90 days . Yes No ■ ■ Name of Each Exchange on Which Registered The NASDAQ Stock Market LLC Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S - T ( §232.405 of this chapter ) during the preceding 12 months ( or for such shorter period that the registrant was required to submit such files ) . Yes No Class A Common Stock , par value $ 0.01 per share Class B Common Stock , par value $ 0.01 per share Indicate by check mark whether the registrant is a large accelerated filer , an accelerated filer , a non - accelerated filer , a smaller reporting company or an emerging growth company . See definition of " large accelerated filer " , " accelerated filer , " " smaller reporting company , " and " emerging growth company " in Rule 12b - 2 of the Exchange Act . Large accelerated filer Non - accelerated filer Accelerated filer Smaller reporting company 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 . Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404 ( b ) of the Sarbanes - Oxley Act ( 15 U.S.C.7262 ( b ) ) by the registered public accounting firm that prepared or issued its audit report . Yes No Indicate by check mark whether the registrant is a shell company ( as defined in Rule 12b - 2 of the Exchange Act ) . Yes No The aggregate market value of voting common equity held by non - affiliates of the registrant , based upon the closing price of the Class A common stock on June 30 , 2020 as reported on NASDAQ , was approximately $ 733,860,000 . Indicate the number of shares outstanding of each of the registrant's classes of common stock , as of the latest practicable date . Class Outstanding at February 24 , 2021 162,086,746 shares 21,285,533 shares DOCUMENTS INCORPORATED BY REFERENCE . Portions of the registrant's definitive proxy statement for its 2021 annual meeting of stockholders are incorporated by reference in Part III of this Annual Report on Form 10 - K