Item 4 — Purpose of Transaction
Item 4 is hereby amended and supplemented by updating previously reported information with respect to the following item. On February 18, 2025, Howard Lutnick informed the Company that he has stepped down as Chairman of the Board of Directors and Executive Chaiman of the Company, effective February 18, 2025, as a result of his confirmation by the United States Senate as the 41st Secretary of Commerce. Additionally, effective February 18, 2025, Howard Lutnick stepped down from his executive and/or managerial positions with CFLP and CFGM. As previously disclosed, Howard Lutnick has agreed to divest his interests in Newmark, CFLP and CFGM to comply with U.S. government ethics rules and does not expect any arrangement which involves selling shares on the open market. Until such interests are divested, Howard Lutnick retains shared voting and dispositive power over securities held by CFLP and CFGM as described in Item 5 below, which is incorporated by reference herein. On February 18, 2025, Brandon Lutnick was appointed as Chief Executive Officer and Chairman of CFLP and as Chief Executive Officer of CFGM. On February 18, 2025, Kyle Lutnick was appointed as a Director of the Company, as Executive Vice Chairman of CFLP, and as President of CFGM. On February 18, 2025, Stephen Merkel was appointed as a Director of the Company and as Chairman of the Board of Directors. On February 18, 2025, the Board of Directors of the Company appointed the Company's Chief Executive Officer, Barry Gosin, as Principal Executive Officer of the Company. Other than as described in this Item 4, none of the Reporting Persons has any current plans or proposals that relate to or that would result in any of the transactions or other matters specified in clauses (a) through (j) of Item 4 of Schedule 13D; provided, that the Reporting Persons may, at any time, review or reconsider their positions with respect to the Company and reserve the right to develop such plans or proposals.