{"schema_version":"secwatch.filing_event.v1","accession":"0001213900-25-096624","form_type":"8-K","ticker":"NMRK","cik":"0001690680","company_name":"NEWMARK GROUP, INC.","filed_at":"2025-10-06T23:59:59+00:00","discovered_at":"2026-05-14T18:02:40.156876+00:00","generated_at":"2026-05-17T04:35:58.778975+00:00","sec_items":["5.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.7,"calibrated_materiality_score":0.7,"confidence":"high","headline":"Howard Lutnick completes divestiture of Newmark holdings; Brandon Lutnick gains 58.6% voting power","bullets":["Howard Lutnick no longer owns any Newmark shares after closing of divestiture transactions on Oct 6.","Brandon Lutnick deemed beneficial owner of 22.3% of common stock, representing 58.6% of voting power.","Company repurchased 129,859 shares from Lutnick at $11.58/share and 4,400 shares from spouse at $11.04/share.","Trusts controlled by Brandon Lutnick bought CF Group Management voting shares for $200,000 and other interests for $13.1 million.","Voting and Transfer Agreement among Lutnick family trusts and entities effective Oct 6, 2025."],"urls":{"canonical":"https://secwatch.observer/filing/0001213900-25-096624","json":"https://secwatch.observer/filing/0001213900-25-096624.json","markdown":"https://secwatch.observer/filing/0001213900-25-096624.md","text":"https://secwatch.observer/filing/0001213900-25-096624.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1690680/000121390025096624/0001213900-25-096624-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1690680/000121390025096624/ea0260090-8k_newmark.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-17T04:35:58.778975+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"113fefd3c27810a3dd41b2a2c09198c1b051f36a","claim":"NEWMARK GROUP, INC. underwent a change of control involving Brandon G. Lutnick (closed 2025-10-06).","evidence_excerpt":"Mr. Howard W. Lutnick, the U.S. Secretary of Commerce and Newmark Group, Inc.’s (the “Company”) former Executive Chairman and former Chairman of the Company’s Board of Directors (the “Board”), has completed his previously announced divestiture of his holdings in the Company in connection with his appointment as the U.S. Secretary of Commerce.","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1690680/000121390025096624/0001213900-25-096624-index.htm","confidence":0.9}],"comparable_filings":[{"accession":"0001104659-26-057200","ticker":"CUK","company_name":"CARNIVAL PLC","filed_at":"2026-05-07T23:59:59+00:00","headline":"Carnival completes DLC unification and redomiciliation to Bermuda; Carnival plc now a subsidiary","event_type":"other_material","sec_items":["1.02","2.01","3.01","3.02","3.03","5.01","5.03","7.01","9.01"],"materiality_score":0.7,"calibrated_materiality_score":0.7,"match_reasons":["same fact type: ma_transaction","same SEC item: 5.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-057200","json":"https://secwatch.observer/filing/0001104659-26-057200.json","markdown":"https://secwatch.observer/filing/0001104659-26-057200.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1125259/000110465926057200/0001104659-26-057200-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/815097/000110465926057200/tm2613680d1_8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"Mr. Howard W. Lutnick, the U.S. Secretary of Commerce and Newmark Group, Inc.’s (the “Company”) former Executive Chairman and former Chairman of the Company’s Board of Directors (the “Board”), has completed his previously announced divestiture of his holdings in the Company in connection with his appointment as the U.S. Secretary of Commerce.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1690680/000121390025096624/0001213900-25-096624-index.htm","comparable_excerpt":"On May 7, 2026, Carnival Corporation and Carnival plc completed the unification of their dual listed company structure under a single company, Carnival Corporation Ltd., with Carnival plc as a UK subsidiary of Carnival Corporation Ltd.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1125259/000110465926057200/0001104659-26-057200-index.htm"}},{"accession":"0001493152-26-018755","ticker":"MSGM","company_name":"Motorsport Games Inc.","filed_at":"2026-04-23T23:59:59+00:00","headline":"Motorsport Games repurchases 904,395 shares from Driven Lifestyle, cancels Class B shares, changes control","event_type":"other_material","sec_items":["1.01","2.01","3.03","5.01","5.02","5.03","5.07","9.01"],"materiality_score":0.8,"calibrated_materiality_score":0.8,"match_reasons":["same fact type: ma_transaction","same SEC item: 5.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001493152-26-018755","json":"https://secwatch.observer/filing/0001493152-26-018755.json","markdown":"https://secwatch.observer/filing/0001493152-26-018755.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1821175/000149315226018755/0001493152-26-018755-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1821175/000149315226018755/form8-k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"Mr. Howard W. Lutnick, the U.S. Secretary of Commerce and Newmark Group, Inc.’s (the “Company”) former Executive Chairman and former Chairman of the Company’s Board of Directors (the “Board”), has completed his previously announced divestiture of his holdings in the Company in connection with his appointment as the U.S. Secretary of Commerce.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1690680/000121390025096624/0001213900-25-096624-index.htm","comparable_excerpt":"On April 22, 2026, Motorsport Games Inc. (the “Company”) entered into a Share Repurchase Agreement (the “Agreement”) with Driven Lifestyle Group LLC, a Florida limited liability company (“Driven Lifestyle”), pursuant to which the Company purchased 904,395 shares of the Company’s Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”) held by Driven Lifestyle (the “Class A Shares”). The Agreement provides for the Shares to be purchased at a price of $4.11, which is equal to the average closing price of the Class A Common Stock as reported by the Nasdaq Capital Market for the five trading days immediately preceding the signing of the Agreement.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1821175/000149315226018755/0001493152-26-018755-index.htm"}},{"accession":"0001193125-26-164328","ticker":"TRAX","company_name":"First Tracks Biotherapeutics, Inc.","filed_at":"2026-04-20T23:59:59+00:00","headline":"First Tracks Biotherapeutics completes spin-off from AnaptysBio and raises ~$80M in private placement","event_type":"other_material","sec_items":["1.01","2.01","3.02","3.03","5.03","5.01","5.02","8.01","9.01"],"materiality_score":0.8,"calibrated_materiality_score":0.8,"match_reasons":["same fact type: ma_transaction","same SEC item: 5.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-164328","json":"https://secwatch.observer/filing/0001193125-26-164328.json","markdown":"https://secwatch.observer/filing/0001193125-26-164328.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/2091349/000119312526164328/0001193125-26-164328-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2091349/000119312526164328/d78703d8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"Mr. Howard W. Lutnick, the U.S. Secretary of Commerce and Newmark Group, Inc.’s (the “Company”) former Executive Chairman and former Chairman of the Company’s Board of Directors (the “Board”), has completed his previously announced divestiture of his holdings in the Company in connection with his appointment as the U.S. Secretary of Commerce.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1690680/000121390025096624/0001213900-25-096624-index.htm","comparable_excerpt":"On the Distribution Date, AnaptysBio completed the Spin-Off.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/2091349/000119312526164328/0001193125-26-164328-index.htm"}},{"accession":"0001213900-26-038080","ticker":"KEEL","company_name":"Keel Infrastructure Corp.","filed_at":"2026-04-01T23:59:59+00:00","headline":"Bitfarms completes redomicile to Delaware; now Keel Infrastructure Corp. (KEEL)","event_type":"other_material","sec_items":["1.01","2.03","3.02","3.03","5.03","5.01","5.02","7.01","8.01","9.01"],"materiality_score":0.6,"calibrated_materiality_score":0.6,"match_reasons":["same fact type: ma_transaction","same SEC item: 5.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001213900-26-038080","json":"https://secwatch.observer/filing/0001213900-26-038080.json","markdown":"https://secwatch.observer/filing/0001213900-26-038080.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1812477/000121390026038080/0001213900-26-038080-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1812477/000121390026038080/ea0284500-8k_keelinfra.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"Mr. Howard W. Lutnick, the U.S. Secretary of Commerce and Newmark Group, Inc.’s (the “Company”) former Executive Chairman and former Chairman of the Company’s Board of Directors (the “Board”), has completed his previously announced divestiture of his holdings in the Company in connection with his appointment as the U.S. Secretary of Commerce.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1690680/000121390025096624/0001213900-25-096624-index.htm","comparable_excerpt":"Effective as of 12:01 a.m. (Eastern Daylight Time) on April 1, 2026, Keel Infrastructure Corp., a Delaware corporation (\" Keel \"), became the ultimate parent company of Bitfarms Ltd., a corporation existing under the laws of the Province of Ontario (\" Bitfarms Canada \"), and its subsidiaries pursuant to a statutory plan of arrangement under Section 182 of the Business Corporations Act (Ontario) (the \" Arrangement \") as part of Bitfarms Canada’s previously announced intention to redomicile from Canada to the United States (the \" U.S. Redomiciliation Transaction \").","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1812477/000121390026038080/0001213900-26-038080-index.htm"}},{"accession":"0001493152-26-013436","ticker":null,"company_name":"NaturalShrimp Inc","filed_at":"2026-03-30T23:59:59+00:00","headline":"NaturalShrimp changes control, acquires IP from Hydrenesis, appoints new CEO","event_type":"other_material","sec_items":["1.01","3.02","5.01","5.02","9.01"],"materiality_score":0.7,"calibrated_materiality_score":0.7,"match_reasons":["same fact type: ma_transaction","same SEC item: 5.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001493152-26-013436","json":"https://secwatch.observer/filing/0001493152-26-013436.json","markdown":"https://secwatch.observer/filing/0001493152-26-013436.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1465470/000149315226013436/0001493152-26-013436-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1465470/000149315226013436/form8-k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"Mr. Howard W. Lutnick, the U.S. Secretary of Commerce and Newmark Group, Inc.’s (the “Company”) former Executive Chairman and former Chairman of the Company’s Board of Directors (the “Board”), has completed his previously announced divestiture of his holdings in the Company in connection with his appointment as the U.S. Secretary of Commerce.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1690680/000121390025096624/0001213900-25-096624-index.htm","comparable_excerpt":"On March 17, 2026, a change in control of the Company occurred.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1465470/000149315226013436/0001493152-26-013436-index.htm"}},{"accession":"0001079973-26-000319","ticker":"CETI","company_name":"Cyber Enviro-Tech, Inc.","filed_at":"2026-03-18T23:59:59+00:00","headline":"CEO Kim Southworth receives preferred share granting 60% voting control, triggering change of control","event_type":"other_material","sec_items":["3.02","5.01","5.03","9.01"],"materiality_score":0.75,"calibrated_materiality_score":0.75,"match_reasons":["same fact type: ma_transaction","same SEC item: 5.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001079973-26-000319","json":"https://secwatch.observer/filing/0001079973-26-000319.json","markdown":"https://secwatch.observer/filing/0001079973-26-000319.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1935092/000107997326000319/0001079973-26-000319-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1935092/000107997326000319/ceti_8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"Mr. Howard W. Lutnick, the U.S. Secretary of Commerce and Newmark Group, Inc.’s (the “Company”) former Executive Chairman and former Chairman of the Company’s Board of Directors (the “Board”), has completed his previously announced divestiture of his holdings in the Company in connection with his appointment as the U.S. Secretary of Commerce.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1690680/000121390025096624/0001213900-25-096624-index.htm","comparable_excerpt":"As a result of the issuance of the Preferred Stock on March 11, 2026, Mr. Southworth holds voting power representing approximately 60% of the total voting power of the Company’s outstanding voting securities. Accordingly, the Company believes that a change in control of the Company occurred on March 11, 2026.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1935092/000107997326000319/0001079973-26-000319-index.htm"}},{"accession":"0001193125-26-212435","ticker":"GENC","company_name":"GENCOR INDUSTRIES INC","filed_at":"2026-05-07T23:59:59+00:00","headline":"Marc Elliott gains control of Gencor after E.J. Elliott gifts LLC interests; holds 95.5% of Class B stock","event_type":"other_material","sec_items":["5.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: ma_transaction","same SEC item: 5.01","same event type: other_material"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-212435","json":"https://secwatch.observer/filing/0001193125-26-212435.json","markdown":"https://secwatch.observer/filing/0001193125-26-212435.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/64472/000119312526212435/0001193125-26-212435-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/64472/000119312526212435/d143818d8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"Mr. Howard W. Lutnick, the U.S. Secretary of Commerce and Newmark Group, Inc.’s (the “Company”) former Executive Chairman and former Chairman of the Company’s Board of Directors (the “Board”), has completed his previously announced divestiture of his holdings in the Company in connection with his appointment as the U.S. Secretary of Commerce.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1690680/000121390025096624/0001213900-25-096624-index.htm","comparable_excerpt":"a change in control of Gencor Industries, Inc. (the “Company”) may be deemed to have occurred in connection with the transfer of indirect beneficial ownership of shares of the Company’s common stock and Class B stock from certain persons, including E.J. Elliott, to Marc G. Elliott.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/64472/000119312526212435/0001193125-26-212435-index.htm"}},{"accession":"0001213900-26-048635","ticker":"QUCY","company_name":"Quantum Cyber N.V.","filed_at":"2026-04-28T23:59:59+00:00","headline":"Quantum Cyber N.V. issues $6M preferred shares; David Lazar gains >95% voting control and Co-CEO resigns","event_type":"other_material","sec_items":["1.01","3.02","5.01","5.02","5.03","5.07","9.01"],"materiality_score":0.9,"calibrated_materiality_score":0.9,"match_reasons":["same fact type: ma_transaction","same SEC item: 5.01","same event type: other_material"],"urls":{"canonical":"https://secwatch.observer/filing/0001213900-26-048635","json":"https://secwatch.observer/filing/0001213900-26-048635.json","markdown":"https://secwatch.observer/filing/0001213900-26-048635.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1874252/000121390026048635/0001213900-26-048635-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1874252/000121390026048635/ea0288083-8k_quantum.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"Mr. Howard W. Lutnick, the U.S. Secretary of Commerce and Newmark Group, Inc.’s (the “Company”) former Executive Chairman and former Chairman of the Company’s Board of Directors (the “Board”), has completed his previously announced divestiture of his holdings in the Company in connection with his appointment as the U.S. Secretary of Commerce.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1690680/000121390025096624/0001213900-25-096624-index.htm","comparable_excerpt":"On February 13, 2026, we entered into the Purchase Agreement with David Lazar, the First Closing Shares were issued on February 17, 2026, and the Second Closing Shares were issued on April 22, 2026. As a result of the transactions set out in the Purchase Agreement, Mr. Lazar became the holder of over 95% of the voting rights of our issued and outstanding shares, on a fully-diluted basis, and became the controlling shareholder.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1874252/000121390026048635/0001213900-26-048635-index.htm"}}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}