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Compensation
 6 Months Ended
Jun. 30, 2023
Share-Based Payment Arrangement [Abstract]  
Compensation CompensationNewmark’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 215.0 million were registered on Forms S-8 as of June 30, 2023. As of June 30, 2023, awards with respect to 86.0 million shares had been granted and 314.0 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 0.9235 as of June 30, 2023.

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,
 2023202220232022
Issuance of common stock and exchangeability expenses$9,897 $26,875 $34,480 $35,858 
Allocations of net income to limited partnership units and FPUs (1)
122 7,787 364 7,933 
Limited partnership units amortization3,369 1,760 8,230 5,034 
RSU amortization6,221 5,566 12,184 10,061 
Equity-based compensation and allocations of net income to limited partnership units and FPUs$19,609 $41,988 $55,258 $58,886 
(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 UnitsBGC Units
Balance, January 1, 202218,419,613 8,663,930 
Issued15,402,041 25,032 
Redeemed/exchanged units(2,934,984)(3,169,063)
Forfeited units/other(198,716)(60,511)
Balance, December 31, 2022(1)
30,687,954 5,459,388 
Issued9,697,379 1,506 
Redeemed/exchanged units(1,730,819)(5,082,356)
Forfeited units/other(217,246)(999)
June 30, 2023 (2) (3)
38,437,268 377,539 
Total exchangeable units outstanding(1):
December 31, 20227,861,359 2,654,749 
June 30, 2023 (2) (3)
9,082,995 68,139 
(1)The Limited Partnership Units table above also includes partnership units issued as consideration for acquisitions. As of June 30, 2023, there were 3,459,228 partnership units in Newmark Holdings outstanding, of which 1,690,266 units were exchangeable, and 73,245 partnership units in BGC Holdings outstanding, of which 14,386 were exchangeable. As of December 31, 2022, there were 3.9 million partnership units in Newmark Holdings outstanding, of which 1.5 million units were exchangeable, and 4.8 million partnership units in BGC Holdings outstanding, of which 2.5 million were exchangeable. As a result of the Corporate Conversion, there are no longer any BGC Holdings partnership units outstanding held by Newmark employees.
(2)As of June 30, 2023, the total Limited Partnership Units included 1,853,111 Newmark Preferred Units and 31,945 BGC Preferred Units held by Newmark employees. As a result of the Corporate Conversion, there are no longer any BGC Preferred Units outstanding held by Newmark employees.
(3)The BGC units remaining as of June 30, 2023 are limited partnership units previously issued to now terminated partners.
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 represent 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 were recognized by Newmark. However, 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. Prior to the Corporate Conversion, any active employees of Newmark who held limited partnership interests in BGC Holdings had those units redeemed or exchanged for cash or restricted or unrestricted shares of BGC Class A common stock. As a result of the Corporate Conversion, there are no longer any BGC Holdings units outstanding held by Newmark employees.
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,
 2023202220232022
BGC Units100,280 56,562 116,556 91,119 
Newmark Units972,339 2,336,261 3,700,617 2,868,859 
Total1,072,619 2,392,823 3,817,173 2,959,978 

    Compensation expense related to the issuance of Newmark or BGC Class A common stock and grants of exchangeability on Newmark Holdings and BGC Holdings limited partnership units to Newmark employees is as follows (in thousands):
Three Months Ended June 30,Six Months Ended June 30,
 2023202220232022
Issuance of common stock and exchangeability expenses$9,897 $28,898 $34,480 $37,881 
    
    Limited partnership units with a post-termination payout held by Newmark employees are as follows (dollars in thousands):
June 30, 2023December 31, 2022
Notional Value$157,222 $144,045 
Estimated fair value of the post-termination payout(1)
$49,771 $42,706 
Outstanding limited partnership units in Newmark Holdings15,944,838 14,277,213 
Outstanding limited partnership units in Newmark Holdings - unvested1,536,784 2,155,668 
Outstanding limited partnership units in BGC Holdings— 44,928 
(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. 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,
 2023202220232022
Limited partnership units amortization$3,369 $1,760 $8,230 $5,034 
    
The grant of exchange rights of HDUs to Newmark employees are as follows (in thousands):
June 30, 2023December 31, 2022
Notional Value$1,258 $8,189 
Estimated fair value of limited partnership units (1)
$1,132 $8,065 
(1)Included in “Other long-term liabilities” on the accompanying unaudited condensed consolidated balance sheets.

During the three and six months ended June 30, 2023, there was no compensation expense related to these limited partnership units held by Newmark employees.

During the three and six months ended June 30, 2022, there was ($2.0) million of compensation expense related to these limited partnership units held by Newmark employees.
During the three and six months ended June 30, 2023, Newmark employees were granted 1.0 million and 2.0 million N Units, respectively, that are excluded from the table above since 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 and remain unvested. Upon vesting, which occurs if certain thresholds are met, the N Units are 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 in the tables above. During the three and six months ended June 30, 2023, 3.8 million and 6.3 million, N Units, respectively, vested and were converted into distribution earning limited partnership units and were therefore included in the fully diluted share count.

During the three and six months ended June 30, 2022, Newmark employees were granted 0.8 million and 1.7 million N Units, respectively, that are excluded from the table above since 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 and remain unvested. Upon vesting, which occurs if the certain thresholds are met, the N Units are 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 in the tables above. During the three and six months ended June 30, 2022, 0.8 million and 1.3 million N Units vested and were converted into distribution earning limited partnership units and were therefore included in the fully diluted share count.

(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, 202210,721,457 $8.30 $89,025 4.965,375 $3.85 $21 1.16
Granted3,350,516 12.15 40,710 4,191 4.28 18 
Settled units (delivered shares)(2,464,570)8.33 (20,526)(2,638)3.69 (10)
Forfeited units(343,541)10.11 (3,474)— — — 
Balance, December 31, 202211,263,862 $9.39 $105,735 4.756,928 $4.17 $29 1.62
Granted2,773,257 6.87 19,049 — — — 
Settled units (delivered shares)(1,672,331)9.26 (15,494)(2,045)4.05 (8)
Forfeited units(228,012)10.10 (2,302)— — — 
Balance, June 30, 202312,136,776 $8.82 $106,988 4.324,883 $4.22 $21 1.12
(1)Beginning January 1, 2018, Newmark began granting stand-alone Newmark 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)    RSUs granted to these individuals generally vest over a two to four year period.
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.

Compensation expense related to Newmark and BGC RSUs are as follows (in thousands):
Three Months Ended June 30,Six Months Ended June 30,
 2023202220232022
RSU amortization$6,221 $5,566 $12,184 $10,061 

As of June 30, 2023, there was $101.5 million total unrecognized compensation expense related to unvested Newmark RSUs.