Earnings Per Share and Weighted-Average Shares Outstanding

12 Months Ended

Dec. 31, 2024

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,
	2024		2023		2022
Basic earnings per share:
Net income (loss) available to common stockholders	$	61,234	$	42,575	$	83,275
Basic weighted-average shares of common stock outstanding	172,179		173,475		180,337
Basic earnings per share	$	0.36	$	0.25	$	0.46

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,
	2024		2023		2022
Fully diluted earnings per share:
Net income (loss) available to common stockholders	$	61,234	$	42,575	$	83,275
Allocations of net income to limited partnership interests in Newmark Holdings, net of tax	—		—		27,128
Net income (loss) for fully diluted shares	$	61,234	$	42,575	$	110,403
Weighted-average shares:
Common stock outstanding	172,179		173,475		180,337


Partnership units(1)	—		—		59,944
RSUs (Treasury stock method)	5,110		2,413		3,255
Newmark exchange shares	402		494		1,641
Fully diluted weighted-average shares of common stock outstanding	177,691		176,382		245,177
Fully diluted earnings per share	$	0.34	$	0.24	$	0.45

(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, 2024, 2023 and 2022, 77.7 million, 73.4 million and 1.8 million potentially dilutive securities, respectively, were excluded from the computation of fully diluted EPS because their effect would have been anti-dilutive.