Good day and welcome to the Newmark 3Q2026 public financial results call. Today's conference is being recorded. At this time, I'd like to turn the conference over to Jason McGruder, head of investor relations. Please go ahead.

Thank you, operator, and good morning. Newmark issued its third quarter 2026 financial results press release earlier today. Unless otherwise stated, the results provided on today's call compare only the three months ending September 30th, 2026 with the earlier period. Except as otherwise stated, we will only refer to results on the non-GAAP basis, including terms of adjusted EBITDA, adjusted earnings, and adjusted free cash flow. Unless otherwise stated, any figures discussed today with respect to cash flow from operations refer to net cash provided by operating activities excluding the impact of GFC, FHA, loan originations, and sales. We may also use the term cash generated by the business, which is the same operating cash flow measure before the impact of cash used for employee loans. Please refer to today's press release, the supplemental tables, and the quarterly results presentation on our website for complete and updated definitions of any non-GAAP terms, reconciliations of these items to the corresponding GAAP results, and when, how, and why management uses them, for additional information on our cash flow measures as well as relevant industry or economic statistics. The outlook discussed today excludes the potential impact of any future acquisitions and assumes no meaningful changes in Newmark's stock price compared with yesterday's close. Our expectations are Subject to change based on various macroeconomic, social, political, and other factors. None of our targets or goals beyond 2026 should be considered formal guidance. I also remind you that information in this call contains forward-looking statements, including, without limitation, statements concerning our economic outlook and business. Such statements are subject to risks and uncertainties, which could cause our actual results to differ from expectations. Acceptance is required by law. We undertake no obligation to update any forward-looking statements. For complete discussion of the risks and other factors that may impact these forward-looking statements, to our SEC filings, including but not limited to the risk factors and disclosures required regarding forward-looking information in our most recent SEC filings, which are incorporated by reference. And now I have to turn the call over to our host and Chief Executive Officer, Barry Gosin.

Good morning. In advance, I'll apologize. I'm a little bit under the weather, but I'm happy to be here. Good morning, and thank you for joining us. With me today are Newmark's Chief Financial Officer, Michael Rispoli, and our Chief Operating Officer, Luis Alvarado. Newmark once again generated strong top and bottom line improvement, including record third quarter revenues. Our growth was led by management and servicing, which increased 18% leading to the company's fifth consecutive record quarter for these resilient businesses. We increased leasing by 26%, resulting in its all-time best third quarter. This was led by higher demand across artificial intelligence, Data Centers, and other technology sectors, as well as manufacturing, legal services, aerospace, defense, and healthcare. Our transaction pipelines remain active and robust. We continue to expect double-digit growth in revenues, adjusted EBITDA, and adjusted earnings per share, and anticipating achieving the best annual results for each of these metrics. However, the volatility in the macroeconomic environment creates challenges with regard to the timing and certainty of deal closings, and as a result, we are revising our 2026 outlook. We remain confident that our investments in resilient service lines, ongoing international expansion, the strength of the company's brand, and the continuing collaboration between our industry-leading professionals will together drive Numark's long-term growth and market share gains. I want to take a moment to talk about our accomplishments over the past 15 years. Newmark had a simple plan. Elevate our brand by recruiting the industry's best talent. Provide them with a differentiated platform, build credibility, and earn our way into the rooms where decisions are made. Starting in 2014, we chose to lead with capital markets because when you are advising a client on capitalizing the most important asset in portfolios, who are helping key decision makers fully realize their business plans and our strategy has worked. Newmark took its share of U.S. commercial and multifamily originations from under 2% then to around 10% now. We also moved up from number 10 in U.S. investment sales in 2014 to number two for the first nine months of 2026. Our success stems from our relentless focus on talent and from our professionals being innovative and entrepreneurial in everything they do. You have seen the same focus and market share gains across all of our businesses, including our recent strong growth in leasing and valuation and advisory. Over the last few years, we have used the sturdy foundation laid by these service lines to build out a growing suite of recurring revenue businesses. As a result, we have successfully driven growth in the following areas. Property, project and facility management, loan servicing and asset management, consulting, technology advisory, and lease administration. And most recently, a fast-growing managed services solution for real estate lenders and investors. That is why recurring businesses increased from 24% of our total revenue in 2017 to around 40% year to date. We remain confident that management and servicing will produce more than $2 billion of annual revenue in 2029, which implies double-digit growth. Our next chapter involves additional international growth. Over the coming 18 to 24 months, we anticipate further expansion of our global footprint across nearly all service lines. Today, we derive approximately 13% of our top line from outside the US, while our large full-service peers generate more than double or triple that percentage internationally. We view that gap as an opportunity. As we expand our geographic footprint, we also make Newmark a more credible alternative to win outsourcing assignments from large global occupiers. This has led to our occupier solutions teams competing in more pitches and being awarded more mandates. Over time, our goal is for Newmark to be invited into every room with key decision makers across nearly all of our service lines globally, not only in New York and San Francisco, but in Berlin and London and Milan and Paris and Seoul and Sydney and Toronto and dozens of other major markets around the world. Based on our track record, I would not bet against us. Before I turn the mic The call over to Mike. I want to briefly address Newmark's leadership. As previously announced, after 47 years, I am stepping down as CEO at the end of this year. I love this company. I will continue to be here to help through the transition. Both internal and external candidates are being evaluated, and we currently still expect to identify a new CEO at the end of the year, by the end of the year. I'm confident in Newmark's senior leadership who collectively have decades of experience. And with that, I'm happy to turn the call over to Mike.

Thank you, Barry, and good morning. Total revenues were up 12.7% to an all-time third quarter best of $973.2 million, compared with $863.5 million. We increased management services, servicing, and other by 18.3%. This was led by robust organic growth from Newmark's expanding suite of outsourcing businesses, as well as strong same-store improvement for valuation and advisory. Management services fees also reflect six acquisitions completed since the third quarter of last year. Leasing was up 26.5%. This reflected higher fees from industrial and office companies across several key West Coast markets and Texas. Capital markets revenues declined by 4.4% as Newmark's 33.4% rise in investment sales volumes was offset by lower origination activity. Our investment sales growth was led by senior housing and affordable housing, as well as higher industrial and retail volumes. Our origination business faced a difficult comparison due to the 129.1% rise in our total debt volumes in the third quarter of last year. In addition, GSE industry activity declined by approximately 30% in the third quarter. Over the trailing 12 months, Newmark gained over 70 basis points of combined Fannie Mae and Freddie Mac market share year on year. Moving on to expenses. Total expenses were up 13.5%. Without pass-through items, total expenses would have increased 10.8%, with a large majority tied to the increase in commission-based revenues and our global growth initiatives. Regarding taxes, the company's tax rate for adjusted earnings was 12.9% compared with 12.1% last year. Turning to earnings, we increased adjusted EPS by 14.3% to 48 cents compared with 42 cents. Adjusted EBITDA was $166.4 million, up 14.6% versus $145.2 million. With respect to share count, our fully diluted weighted average share count was $252.7 million, up 0.4% year on year. We repurchased 3.9 million shares for $59.4 million towards the end of the quarter. On October 28, 2026, Newmark's board reauthorized the company's $400 million buyback program. Given our strong financial position and recent share price, we anticipate further share repurchases. Turning to the balance sheet, we ended the quarter with $240 million of cash and cash equivalents, $877.5 million of total corporate debt, and one times net leverage. On a trailing 12-month basis, The company increased adjusted free cash flow by 16% to $336.8 million. A key reason we have improved our cash flow metrics has been our increased focus on M&A. In the first nine months of this year, our employee loan issuance dropped 36.9% compared with a year earlier. We expect this trend to continue for the foreseeable future. Turning to guidance. We have revised our outlook due to the challenging macroeconomic environment and its anticipated impact on transaction volumes. Our full year guidance for 2026, compared with a year earlier, is now as follows. We expect total revenues between $3.7 and $3.8 billion, an increase of 12 to 15%. We anticipate adjusted EBITDA in the range of $629 to $667 million, an increase of 12 to 19%. We continue to expect our adjusted earnings tax rate to be between 13% and 15% versus 11.4%. And we anticipate adjusted EPS between $1.80 and $1.90, up 11% to 17%. These results would be Newmark's best ever full year revenue, adjusted EBITDA, and adjusted EPS performance. While it is too early to discuss guidance for 2027, we wanted to provide some additional color on how we view the market moving forward. We expect the fundamentals of our recurring businesses to remain strong and continue to expect double-digit growth. We also expect leasing volumes to improve, albeit with single-digit gains as compared to this year's strong double-digit improvement. We expect industry capital markets volumes to be down through at least the first half of next year, given the recent rise in the level and volatility of rates. Given that market view, there could be a wide range of outcomes in terms of Newmark's 2027 results. Excluding any new acquisitions, we currently believe our 2027 earnings will be plus or minus 10% as compared with our record 2026 results. With that, I would now like to open the call for any questions.

Thank you. If you would like to signal with questions, please press star 1 on your touchtone telephone. If you're joining us today using a speakerphone, please make sure your mute function is turned off to allow your signal to reach our equipment. Again, that is star 1 if you would like to signal with questions. And the first question will come from Alexander Goldfarb with Piper Sandler.

Thank you, and good morning down there. Obviously wishing you the best in, I don't want to say retirement because I know you're going to stay busy and you love the business. But, you know, your comment about the firm looking outside and inside, obviously we've gotten to know a number of the inside folks, but you guys have particular culture, very competitive, but very collegiate. How does the board think about trying to bring in an outsider who would be new to Newmark versus promoting from within in terms of, you know, keeping that robust culture and the tightness intact?

You know, we're basically evaluating all those things at the moment.

And in the next, certainly by 60 days, a choice will be made.

Okay. The next question is on the data center front continues to be a hot topic. As you guys speak with your clients and we've seen more pushback politically across the country, how is this tangibly manifesting into deal flow? Are you seeing projects being pulled or is this more about future deals that aren't even near coming to fruition being pulled back? I'm just trying to understand the practical implication on the field versus, you know, what all the headlines are.

I mean, the fact that the election is next week has some impact on what's happening. You know, the nimbyism that is occurring around the country, I believe, will be temporary. Whether it's community development agreements, data centers deploying additional power to the grid in local communities, Dealing with creating more jobs. Things are just being pushed. Our pipeline is incredibly robust. The pipeline is there. Obviously, the macro environment is a little confusing, so we're just being conservative about what the certainty is, but nobody's walked from the table. They've just moved the table.

Okay. And then finally, Mike, on the free cash flow, I may have, you talked about broker loans, I think, or something of that sort, but can you just walk back through X settlement, Y, the adjusted free cash flow declined in the third quarter year over year?

Yeah, in the third quarter alone, If you remember last year, we had the settlement, which is about $42 million. That was a positive impact last year. We're down about 10% if you take that out. And that's really just timing. There's nothing specific going on on a trailing 12-month basis. We're up almost 36% pre-cash flow. And we always look at that metric on an annual basis. So there'll be quarters where it might be down a little or might be up a little. But when you look at it on a trailing 12 basis, it's performing better than our earnings performance.

Okay. Thank you, Mike. Thank you, Barry.

And our next question will come from Jade Romani with KBW.

Thank you very much. Just wanted to ask about the 2027 comments. I mean, what scenarios would push earnings to be down 10%? You've got, you know, 40 percent of the business management services and about 30 percent leasing. So, you know, that's the preponderance of it. And capital markets could be down, you said, in the first half, but maybe it stabilizes and then grows in the second half. So I guess what's the are we in a much worse scenario that gets earnings to be down by that magnitude?

Sure, Jade. It's all about the capital markets business, because as you rightly noted, you know, the management business, the servicing business, that will continue to grow double digits. The leasing business, we think will be, will grow. It'll just grow at a little bit of a slower pace than this year. and it's really all about capital markets. So a downside scenario would be a sustained interest rate volatile environment, continued increase in the 10-year treasuries and volatility in that rate that sustains through the balance of next year. That could drive capital markets down probably in the 20 to 30 percent range. That's a downside scenario. An upside scenario is there's some pain in the first half of the year and things get better in the second half. As you know, fourth quarter is usually the largest capital markets quarter. So if things improve in the second half of the year, we could perform towards a higher end of our range.

Wow, down 20 to 30%. That seems quite stark when you look at Office has gone through a multi-year cycle and fundamentals are improving. Industrial is seeing a secondary use case with data center storage of all the components, advanced manufacturing, retail doing quite well, hospitality as well. So multifamily seems to be the main challenge about 35% of the market. So I think your capital markets comments seem a bit severe.

Again, we gave a pretty wide range because I think there's a pretty wide range of outcomes that could happen in the market. And the base case is that things get better and we have a pretty good year next year.

Great. Thanks so much for taking the questions and good luck to you, Barry. Hope to still be in touch with you and hope you feel better as well.

and the next question will come from Julian Blaunen with Goldman Sachs.

Yeah, thank you for taking my question. Yeah, I wanted to go back to the capital markets comment. I guess what are you seeing on the ground so far in October that sort of maybe informs this view of sort of a wide range of potential outcomes, certainly to the downside? Are you seeing real signs of pause in activity levels because I do feel like we've heard sort of differing takes across your peer set in terms of how much of an impact we should expect.

Yeah, Julian, this is Lou. Look, we definitely saw, you know, deals taking longer to close. I think when, you know, their cap, you know, rates moved up another 50 basis points and the 10-year went up, It gives people either an opportunity to retry deals or to wonder whether they should go to the market. We do believe that, and we'll continue to advise our clients, that I think we're living in the rate level that it's going to be, and therefore this is as good a time as anything if you're going to go to the market to go to the market. But definitely the spike in rates has also had a spike on cap rates, which then also, on top of Everything, the values go down. So that's primarily where we're looking at. You know, we're looking at probably a little slower first and second quarter, depending on how the elections go and how the rates go. And then also, you know, that continued pressure on cap rates because everybody's looking now and even the lenders on, hey, what's the exit cap rate going to be if I make this loan, right? So those are really is what's driving a lot of the decision making.

Thank you. That makes sense. And as we enter sort of a more choppy period potentially for capital markets, does that change at all how you're thinking about reinvesting into the business? And, you know, if not, how should we think about the potential for decremental margins sort of on the way down if we do sort of hit more severe scenarios in capital markets?

I mean, look, I don't think it changes our We've said that we're going to continue to invest in growing our managed services, which work hand-in-hand, frankly, with capital markets and leasing, right? It's primarily about driving that cross-selling of the services that we provide and driving our platform. As we drive that business more, that margin improves significantly because we've spent a fair amount of money, so there's some fixed costs related to that business that as we continue to grow the revenue will further enhance the margin. Capital markets is not going away. It'll still be a driver, and there'll still be a way of how we get in front of folks. And leasing will continue to help drive the cross-selling of our managed service platform, whether it be facilities, lease admin, workplace, and so forth. So I'm not really as concerned about that overall for the plan, and I'm not really worried that we're going to change our investment. We're going to continue to invest. We're going to continue to grow the platform. We're going to continue to grow globally. and I think we're in a really good path and sometimes these things create tremendous opportunities for us to invest and grow the business.

All right, great. Thank you, Lou. Feel better, Barry.

Thank you. And we'll take a question from Brendan Lynch with Barclays.

Hi, thank you for taking the question. This is Annabelle on for Brendan. Thank you for your commentary on leasing expectations for 2027. How do you think about the contribution from different subsectors as availability in office and industrial start to tighten, but you start winning more data center leasing deals?

Yeah, I mean, I think, you know, we have been doing more data center leasing deals. I still think there's a lot of running room still for powered land and so forth. As far as leasing, you know we've been driving our leasing and continue to grow and that's also helped grow our managed services right the support that goes with it the challenge for leasing frankly is going to be that the demand is still at the Class A level and the vacancy rates at the Class A level are in the single digits across all the major markets so it's really more of a hey where's the product that we can put people in there's certainly a lot more investment going in and taking B buildings to A level so that they can become are all an attractive option for tenants. But that's really where we see the potential slowdown. Not slowdown, but just bump in the leasing and why we think it won't grow as fast as it has in the past.

Okay, great. And then can you just quantify how much data centers contributed to the leasing volume in the third quarter, given that they can be a bit lumpy?

Yeah, we had some nice data center leases in the quarter. That part of the business for us seems to be ramping up, but we haven't put any specific numbers around it at this point.

Great, thank you.

And the next question will come from Patrick O'Shaughnessy with Raymond James.

Hey, good morning. How would you compare kind of the current market impact from the move higher in interest rates versus what the industry saw in 2022?

Yeah, I mean, I think in 2022, everybody was saying stay alive till 25. I think today we're looking at a market where this is what it's going to be, again, a new 50 basis points here and there, but there's no Unless you have a really well leased building that's got long term and you want to hold, I think everybody's going to have to play in this arena. It's just getting the price discovery between where the sellers and the buyers are to kind of meet. So it's very different than it was in 23.

Got it. That's helpful. Thank you. And then can you remind us why the capital allocation philosophy has kind of shifted away from hiring and lift outs and towards M&A?

Sure. We probably started talking about this 18 to 24 months ago. The main reason is we spent a lot of time building out our U.S. platform in particular and filling a lot of the major gaps that we had on the capital market side. When we got to the end of that, and we're never completely done. But when we got towards the end of that and we had enough talent to execute business in all major asset classes, we shifted more towards M&A and M&A mainly has been in the recurring revenue businesses. As we mentioned, we've acquired six companies in the past almost year and all of them, I believe, have been in the management and servicing business. So, you know, that shift started. It doesn't mean we're not hiring talent. It just means that the majority of our capital will go towards M&A and the recurring businesses.

All right. Thank you very much.

And once again, if you would like to signal with questions, please press star one again as star one for questions. Our next question comes from Mitch Germain with Citizens Bank.

Thank you, guys. I'm curious. I think, Mike, you might have mentioned that GSE has seen a reduction there. Do you expect a bit of a pickup in 4Q? I know that there are certain levels that they have each year, so I'm curious how you think that plays out.

Yeah, we're not seeing that. It's interesting if you look at our volumes in multifamily debt in particular, Our volumes overall were up. It's just that the activity shifted from GSE to non-GSE debt. So I don't really see the GSEs getting to their caps this year. And the market seems to continue to be a little bit down in the fourth quarter. We'll see what happens next year. I know they have a mandate to push more volumes through the GSEs. So hopefully that'll pick up as we move into 27.

Great. And obviously, you've got this dynamic playing out within the investment sales market, given what's happening in the interest rate environment. But I'm curious, when you look at some of the M&A deals that you guys are in the midst of negotiating, does this sort of backdrop create an opportunity or does it create a repricing and maybe delay deals there as well?

I mean, we are, you know, incredibly ensconced in the large institutional size portfolios, M&A and deals. And that's probably one of the reasons, you know, some of those deals just take longer. and in a volatile time, they're going, they continue to go forward. And that side of the business is a little lumpy, but it's hard exactly to predict when they close, but nothing has left the field.

Thank you. Thank you.

And that does conclude the question and answer session. I'll now turn the conference back over to Barry Gosin, CEO.

Thank you for joining us and I really look forward to seeing all of you next quarter.

Thank you. That does conclude today's conference. We do thank you for your participation and have an excellent day.