What changed in this filing

/stocks — the workspaceLOADING

Item 1A. Risk Factors

2023-03-16 compared with 2022-03-01 · 189 added, 191 removed, 510 unchanged (43% of the section changed)

4 unchanged sentences

RISKS RELATED TO OUR BUSINESS

Risks Related to the COVID-19 Pandemic

The ongoing COVID-19 pandemic has significantly disrupted and adversely affected the environment in which we and our clients and competitors operate, including the global economy, the U.S.

economy, the global financial markets, and the commercial real estate services industry.

The ongoing COVID-19 pandemic has significantly disrupted and adversely affected the environment in which we and our clients and our competitors operate, including the global economy, the U.S.

economy, the global financial markets, and the commercial real estate services industry .

The spread of COVID-19 has caused illness, quarantines, cancellation of events and travel, business and school shutdowns, reduction in business activity and financial transactions, labor shortages, supply chain disruptions and overall economic and financial market instability.

The ongoing effects of COVID-19 remain challenging to predict due to multiple uncertainties, including the transmissibility, severity, duration and resurgences of the outbreak;

new virus variants and the potential extent of their spread;

the application and effectiveness of health and safety measures that are voluntarily adopted by the public or required by government or public health authorities, including vaccines and treatments and public resistance thereto;

the speed and strength of an economic recovery and the effect thereon of rising inflation and the increase in interest rates in response thereto;

and the impact on our employees, operations, suppliers, and vendors, and our clients’ operations.

We have taken, and continue to take, necessary and recommended precautions to protect the safety and well-being of our employees, including by means of conducting certain business activities and operations remotely.

However, no assurance can be given that the steps being taken will be adequate, nor can we predict whether additional disruption which occur to our employees' ability to provide client support and service.

We will continue to evaluate the nature and extent of the impact on our business.

The COVID-19 pandemic, and governmental measures taken in response thereto, have at times severely disrupted the conduct of business, and have disrupted, and may continue to disrupt, our clients’ operations.

Adverse conditions and developments in the commercial real estate industry may accelerate pre-existing long-term social and economic trends, or encourage new trends, that could materially reduce demand for commercial space and have a material adverse effect on the nature of and demand for our commercial real estate services.

Changing market conditions and future prospects for the commercial real estate services industry have caused us to re-position aspects of our business to adapt to and better address the needs of our clients in the future.

It could take additional time and expense to adjust to changes in the mix of demand for office and commercial space, including increased demand for flexible-use space and office space in suburban areas to the extent they may be replacing prior demand for urban office space, and increased demand for data storage, fulfillment and distribution centers, life sciences facilities and other alternative asset classes, replacing prior demand for downtown, urban and other high-density retail and commercial space.

Adjusting to such changes may require us to enter into new geographic markets or lines of business, through expansion or acquisition of existing businesses.

The full extent to which the COVID-19 pandemic, or the emergence of new variants or another pandemic, and measures taken in response thereto, could continue to negatively affect the U.S.

and global economy and, in turn, materially adversely affect our business, financial condition, results of operations and prospects will depend on future conditions and developments, which are highly uncertain and cannot be predicted.

Any increase in the duration or impact of the pandemic, including any new variants or another pandemic, as well as measures taken in response thereto, could have a material adverse effect on our business, financial condition, results of operations and prospects.

Risks Related to Global Economic and Market Conditions in the Commercial Real Estate Services Industry

Negative general economic conditions and commercial real estate market conditions (including perceptions of such conditions) can have a material adverse effect on our business, financial condition, results of operations and prospects.

Commercial real estate markets are cyclical and traditionally relate to the condition of the economy or, at least, to the perceptions of investors and users as to the relevant economic outlook.

For example, companies may be hesitant to expand their office space or enter into long-term real estate commitments if they are concerned about the general economic environment.

Companies that are under financial pressure for any reason, including those exacerbated by Covid-19, or are attempting to more aggressively manage their expenses, may reduce the size of their workforces, limit capital expenditures, including with respect to their office space, permit more of their staff to work from home and/or seek corresponding reductions in office space and related management or other services.

Negative general economic conditions and declines in the demand for commercial real estate brokerage and related management services in several markets or in significant markets could also have a material adverse effect on our business, financial condition, results of operations, cash flows and prospects as a result of the following factors:

• A general decline in acquisition and disposition activity can lead to a reduction in the commissions and fees we receive for arranging such transactions, as well as in commissions and fees we earn for arranging the financing for acquirers.

• A general decline in the value and performance of commercial real estate and in rental rates can lead to a reduction in management and leasing commissions and fees.

Additionally, such declines can lead to a reduction in commissions and fees that are based on the value of, or revenue produced by, the properties for which we provide services.

Risks Related to Global Economic and Market Conditions

General conditions in the economy, commercial real estate market and the banking sector (including perceptions of such conditions) can have a material adverse effect on our business, financial condition, results of operations and prospects.

Commercial real estate markets are cyclical and traditionally relate to the condition of the economy or, at least, to the perceptions of investors and users as to the relevant economic outlook or market factors.

For example, companies may be hesitant to expand their office space or enter into long-term real estate commitments if they are concerned about the general economic environment or perceive that the market for office space is shrinking.

Companies that are under financial pressure for any reason, including those pressures exacerbated by Covid-19, or are attempting to more aggressively manage their expenses, may reduce the size of their workforces, limit capital expenditures, including with respect to their office space, permit more of their staff to work from home and/or seek corresponding reductions in office space and related management or other services.

General economic conditions and declines in the demand for commercial real estate brokerage and the services we provide in several markets or in significant markets have led to, and could continue to lead to, material adverse effects on our business, financial condition, results of operations, cash flows and prospects as a result of the following factors:

• A general decline in acquisition and disposition activity in the commercial real estate market has led to and could continue to lead to a reduction in the commissions and fees we receive for arranging such transactions, as well as in commissions and fees we earn for arranging the financing for acquirers.

• A general decline in the value and performance of commercial real estate and in rental rates has led to and could continue to lead to a reduction in management and leasing commissions and fees.

Additionally, such declines have led to and could continue to lead to a reduction in commissions and fees that are based on the value of, or revenue produced by, the properties for which we provide services.

This may include commissions and fees for appraisal and valuation, sales and leasing, and property and facilities management.

2 unchanged sentences

This means that, even when underlying economic fundamentals improve in a given market, it may take additional time for these improvements to translate into strength in the commercial real estate markets.

• Changes to the utilization of many types of commercial real estate, including the adoption of hybrid and remote work schemes, shifts in demand across geographical areas or from urban to suburban or rural sites, and changes in environmental regulations and costs associated with renovations and new builds each has lead to and could continue to lead to reduced demand in areas in which we provide services.

• In weaker economic environments, income-producing multifamily real estate may experience higher property vacancies, lower investor and tenant demand and reduced values.

In such environments, we could experience lower transaction volumes and transaction sizes as well as fewer loan originations with lower relative principal amounts, as well as potential credit losses arising from risk-sharing arrangements with respect to certain GSE loans.

• Periods of economic weakness or recession, significantly rising interest rates, fiscal uncertainty, declining employment levels, declining demand for commercial real estate, falling real estate values, disruption to the global capital or credit markets, political uncertainty or the public perception that any of these events may occur, may negatively affect the performance of some or all of our business lines.

• Our ability to raise funding in the long-term or short-term debt capital markets or the equity capital markets, or to access secured lending markets could in the future be adversely affected by conditions in the United States and international economy and markets, with the cost and availability of funding adversely affected by illiquid credit markets and wider credit spreads and changes in interest rates.

In such environments, including the current environment, we could experience lower transaction volumes and transaction sizes as well as fewer loan originations with lower relative principal amounts, as well as potential credit losses arising from risk-sharing arrangements with respect to certain GSE loans.

• Periods of economic weakness or recession, significantly rising interest rates, fiscal uncertainty, declining employment levels, declining demand for commercial real estate, falling real estate values, disruption to the global capital or credit markets, political uncertainty or the public perception that any of these events may occur, have negatively affected and may continue to negatively affect the performance of some or all of our business lines.

• Our ability to raise funding in the long-term or short-term debt capital markets or the equity capital markets, or to access secured lending markets have, and could continue to be adversely affected by conditions in the United States and international economy and markets, with the cost and availability of funding adversely affected by illiquid credit markets and wider credit spreads and changes in interest rates.

• In March 2023, the Federal Deposit Insurance Corporation took control of Silicon Valley Bank and Signature Bank due to liquidity concerns.

The situation is still developing with respect to Silicon Valley Bank and Signature Bank, and concerns have arisen regarding the stability of other banks and financial institutions.

If further liquidity and financial stability concerns arise with respect to banks and financial institutions, either nationally or in specific regions, the ability of our customers, clients and vendors to access existing cash, cash equivalents and investments, or to access existing or enter into new banking arrangements or facilities, may be threatened, which could have a material adverse effect on our business, financial condition, results of operations and prospects.

Interest rate increases in response to rising inflation rates may have a material negative impact on our businesses.

Mortgage interest rates for commercial and multifamily properties had been near historic lows for a number of years leading up to 2022.

In response to domestic and international markets experiencing significant inflationary pressures in fiscal year 2022, interest rates increased rapidly during the year.

This was largely due to actions taken by the Federal Reserve in the U.S.

and other central banks in various countries.

On February 1, 2023, the Federal Reserve raised its target range for the federal funds rate to 4.50% to 4.75%, the eighth basis point increase and a cumulative 425 basis point increase since March 2022.

Additionally, the Federal Reserve has indicated that it is likely to continue to raise the rate to a peak level of 5.00% in 2023 in order to curtail high inflation.

The Federal Open Market Committee (“FOMC”) also stated that it plans to continue reducing the $8.4 trillion portfolio of securities it holds (as of February 15, 2023), including long-term agency mortgage-backed securities and U.S.

These securities were purchased as part of the Federal Reserve’s quantitative easing program designed to hold down long-term interest rates, and the FOMC previously indicated that a maximum of $60 billion in Treasury purchases and $35 billion in mortgage-backed securities purchases would be allowed to roll off, phased in over three months starting June 1, 2022.

These actions have reduced credit and capital availability, particularly in the second half of 2022.

Less available and more expensive credit and capital has had pronounced effects on the commercial mortgage origination and investment sales markets in which we operate and could cause acquisitions and dispositions to become yet more difficult to finance for our clients, in turn affecting our ability to service them.

These rate increases or other government actions taken to reduce inflation could also exacerbate recessionary pressures in many parts of the world.

The markets in which we operate may continue to experience reduced volumes and negative conditions until interest rates stabilize, and it may take longer for interest rates to stop climbing or stabilize than anticipated.

Each of these effects has and may continue to reduce the demand for our services, which could adversely affect our revenues and as a result could materially adversely affect our business, financial condition, results of operations and prospects.

Risks Related to Concentration of our Business

1 unchanged sentence

Our current business operations are primarily located in the United States, with other business operations in Canada, Latin America, the U.K., the EU and Asia.

While we are expanding our business to new geographic areas and recently acquired offices in certain jurisdictions, we are still highly concentrated in the United States.

Because we derived the large majority of our total revenues on a consolidated basis for the year ended December 31, 2021 from our operations in the United States, we are exposed to adverse competitive changes and economic downturns and changes in political conditions domestically.

Although we are actively seeking to expand our business to outside the U.S.

across several new jurisdictions, we are still highly concentrated in the United States.

Because we derived the large majority of our total revenues on a consolidated basis for the year ended December 31, 2022 from our operations in the United States , we are

exposed to adverse competitive changes and economic downturns and changes in political conditions domestically.

If we are unable to identify and successfully manage or mitigate these risks, our business, financial condition, results of operations, cash flows and prospects could be materially adversely affected.

10 unchanged sentences

• merges with another corporation or otherwise undergoes a change of control, which may result in new management taking over with a different real estate philosophy or in different relationships with other real estate providers.

Risks Related to the Impacts of the COVID-19 Pandemic

The effects of the COVID-19 pandemic continue to significantly disrupt and adversely affect the environment in which we and our clients and competitors operate, including the global economy, the U.S.

economy, the global financial markets, and the commercial real estate services industry.

The effects of COVID-19 remain challenging to predict due to multiple uncertainties, including the transmissibility, severity, and duration of new virus variants and the potential extent of their spread, and the impact on our employees, operations, suppliers, vendors, and clients’ operations.

On January 30, 2023, the Biden Administration announced its plan to extend the “public health emergency” status of COVID-19 for a final time to May 11, 2023.

Once such status expires, government programs supporting public health safety measures may begin to be rolled back or be eliminated.

We will continue to evaluate the nature and extent of the impact of all of the foregoing on our business.

Changing market conditions as a result of the pandemic and responses thereto have caused us to re-position aspects of our business to adapt to and better address the needs of our clients in the future.

Changes in the mix of demand for office and commercial space, including increased demand for flexible-use space and office space in suburban areas or new metropolitan regions to the extent they may be replacing prior demand for urban office space in certain traditional business centers, and increased demand for data storage, fulfillment and distribution centers, life sciences facilities and other alternative asset classes, replacing prior demand for downtown, urban and other high-density retail and commercial space, may require us to enter into new geographic markets or lines of business, through expansion or acquisition of existing business.

Any of these changes could have a material adverse effect on our business, financial condition, results of operations and prospects.

Since the onset of the global pandemic, a large percentage of our occupier clients have begun to examine the best ways to utilize office space as they seek to attract and retain talent.

This has led to occupiers reducing the amount of office space they lease or will lease, particularly in the technology sector.

At the same time, across most industries and regions, older office buildings in less desirable locations (often referred to as "class B” or “class C" space) have seen reduced demand and lease or sell at significant discount to “class A” space, which are newer, renovated, LEED certified, and have more amenities.

This flight to quality has negatively impacted industry capital markets and leasing activity related to class B and C space.

It remains unclear if or when office usage will return to pre-pandemic levels.

To the extent occupiers do not continue to further increase the percentage of employees working in offices, or there is a longer than anticipated return to the office, this may further decrease demand for urban office space, and which could have a material effect on the nature of and demand of our commercial real estate services, our business, prospects, financial condition and results of operations.

Risks Related to Competition in the Commercial Real Estate Services Industry

We operate in a highly competitive industry with numerous competitors, some of which may have greater financial and operational resources than we do.

We compete to provide a variety of services within the commercial real estate services industry.

We compete to provide a variety of services within the commercial real estate industry.

Each of these business disciplines is highly competitive on a local, regional, national and global level.

2 unchanged sentences

Although many of our competitors are local or regional firms that are substantially smaller than we are, some of our competitors are substantially larger than us on a local, regional, national or international basis and have similar service competencies to ours.

Such competitors include CBRE Group,

Inc., Jones Lang LaSalle Incorporated., Cushman & Wakefield plc, Savills plc., and Colliers International Group, Inc.

In addition, more specialized firms like Marcus & Millichap Inc., Eastdil Secured LLC and Walker & Dunlop, Inc.

compete with us in certain product offerings.

Such competitors include CBRE Group, Inc., Jones Lang LaSalle Incorporated, Cushman & Wakefield plc, Savills plc., and Colliers International Group, Inc.

In addition, more specialized firms like Marcus & Millichap Inc., Eastdil Secured LLC, Walker & Dunlop, Inc., WeWork Inc., and IWG PLC compete with us in certain product offerings.

Our industry has continued to consolidate and there is an inherent risk that competitive firms may be more successful than we are at growing through merger and acquisition activity.

5 unchanged sentences

We may also face competition in our acquisition strategy, and such competition may limit such opportunities.

We have explored and continue to explore a wide range of strategic alliances, acquisitions and joint ventures with other real estate services firms, including maintaining or developing relationships with independently owned offices, and with other companies that have interests in businesses in which there are brokerage, management or other strategic opportunities.

We have explored and continue to explore a wide range of acquisitions , joint ventures and strategic alliances with other real estate services firms, including maintaining or developing relationships with independently owned offices, and with other companies that have interests in businesses in which there are brokerage, management or other strategic opportunities.

These arrangements may be terminable by either party or may be subject to amendment.

Such transactions may be necessary in order for us to enter into or develop new products or services or markets, as well as to strengthen our current ones.

Such transactions may be necessary for us to enter into or develop new products or services or markets, as well as to strengthen our current ones.

These opportunities and activities involve a number of risks and challenges, including:

8 unchanged sentences

• the upfront costs associated with pursuing transactions and recruiting personnel, which efforts may be unsuccessful in the increasingly competitive marketplace for the most talented producers and managers;

• conflicts or disagreements between any strategic alliance or joint venture partner and us;

• conflicts or disagreements with any strategic alliance or joint venture partner;

• exposure to potential unknown liabilities of any acquired business, strategic alliance or joint venture that are significantly larger than we anticipate at the time of acquisition, and unforeseen increased expenses or delays associated with acquisitions, including costs in excess of the cash transition costs that we estimate at the outset of a transaction;

1 unchanged sentence

• a significant increase in the level of our indebtedness in order to generate cash resources that may be required to effect acquisitions;

• dilution resulting from any issuances of shares of our Class A common stock or limited partnership units in connection with these activities in the event that these arrangements are amended or terminated;

• dilution resulting from any issuances of shares of our Class A common stock or limited partnership units in connection with these activities;

• a reduction of the diversification of our business resulting from any dispositions;

5 unchanged sentences

Our international acquisitions and expansion have required compliance and other regulatory actions.

As we choose to continue to grow internationally we may experience additional expenses or obstacles.

As we continue to grow internationally we may experience additional expenses or obstacles.

There can be no assurance that we will be able to identify, acquire or profitably manage additional businesses or integrate successfully any acquired businesses without substantial costs, delays or other operational or financial difficulties.

Any future growth will be partially dependent upon the continued availability of suitable transactional candidates at favorable prices and upon advantageous terms and conditions, which may not be available to us, as well as sufficient liquidity to fund these transactions.

Any future growth will be partially dependent upon the continued availability of suitable transactional candidates at favorable prices and valuations and upon advantageous terms and conditions, which may not be available to us, as well as sufficient liquidity to fund these transactions.

Future transactions and any necessary related financings also may involve significant transaction-related expenses, which include payment of break-up fees, assumption of liabilities, including compensation, severance, lease termination, and other restructuring costs, and transaction and deferred financing costs, among others.

5 unchanged sentences

Additionally, managing future growth may be difficult due to our new geographic locations, markets and business lines.

We may not realize the full benefits that we anticipate from strategic alliances, acquisitions, joint ventures or other growth opportunities.

We may not realize, or it may take an extended period time to realize, the full benefits and synergies from strategic alliances, acquisitions, joint ventures or other growth opportunities.

There can be no assurance that we will be able to accurately anticipate and respond to the changing demands we will face as we integrate and continue to expand our operations, and we may not be able to manage growth effectively or to achieve growth at all.

From time to time, we may also seek to dispose of portions of our business, or otherwise reduce our ownership or minority investments in other businesses, each of which could materially affect our cash flows and results of operations.

Dispositions involve significant risks and uncertainties, such as the ability to sell such businesses on satisfactory price and terms and in a timely manner (including long and costly sales processes and the possibility of lengthy and potentially unsuccessful attempts by a buyer to receive required regulatory approvals), or at all, disruption to other parts of the businesses and distraction of management, loss of key employees or customers, exposure to unanticipated liabilities or ongoing obligations to support the businesses following such dispositions.

Dispositions involve significant risks and uncertainties, such as the ability to sell such businesses on satisfactory price and terms and in a timely manner (including long and costly sales processes and the possibility of lengthy and potentially unsuccessful attempts by a buyer to receive required regulatory approvals), or at all, disruption to other parts of the business and distraction of management, loss of key employees or customers, exposure to unanticipated liabilities or ongoing obligations to support the businesses following such dispositions.

In addition, if such dispositions are not completed for any reason, the market price of our Class A common stock may reflect a market assumption that such transactions will occur, and a failure to complete such transactions could result in a decline in the market price of our Class A common stock.

Any of these factors could have a material adverse effect on our business, financial condition, results of operations and prospects.

As we grow our business internationally, we will be exposed to political, economic, legal, regulatory, operational and other risks, including with respect to the outbreak of hostilities or other instability, inherent in operating in foreign countries.

As we grow our business internationally, we will be exposed to political, economic, legal, regulatory, operational and other risks that are inherent in operating in foreign countries, including risks of possible nationalization and/or foreign

ownership restrictions, expropriation, price controls, capital controls, foreign currency fluctuations, regulatory and tax requirements, economic and/or political instability, geographic, time zone, language and cultural differences among personnel in different areas of the world, exchange controls and other restrictive government actions, as well as the outbreak of hostilities such as Russia's invasion of Ukraine and the impact of it and measures taken in response thereto, including sanctions imposed by governments and related counter-sanctions.

Risks Related to International Operations

We are and we will continue to be exposed to political, economic, legal, regulatory, operational and other risks, including with respect to the outbreak of hostilities or other instability, inherent in operating in foreign countries.

As we grow our business internationally, and due to our current international operations, we are and we will continue to be exposed to political, economic, legal, regulatory, operational and other risks that are inherent in operating in foreign countries, including risks of possible nationalization and/or foreign ownership restrictions, expropriation, price controls, capital controls, foreign currency fluctuations, regulatory and tax requirements, economic and/or political instability, geographic, time zone, language and cultural differences among personnel in different areas of the world including, among others, recent economic and political volatility in the U.K.

and rising political and other tensions between the U.S.

and China, exchange controls and other restrictive government actions, as well as the outbreak of hostilities such as Russia's invasion of Ukraine and the impact of it and measures taken in response thereto, including sanctions imposed by governments and related counter-sanctions.

exit from the EU could materially adversely impact our customers, counterparties, businesses, financial condition, results of operations and prospects.

On January 1, 2021, the U.K.

formally left the EU and U.K.-EU trade became subject to a new agreement that was concluded in December of 2020.

The exit from the EU is commonly referred to as Brexit.

In light of ongoing uncertainties, market participants are still adjusting.

The exact impact of Brexit on the U.K.-EU flow of services therefore remains unknown.

This same uncertainty applies to the consequences for the economies of the U.K.

and the EU member states as a result of the U.K.’s withdrawal from the EU.

Market access risks and uncertainties have had and could continue to have a material adverse effect on our customers, business, prospects, financial condition and results of operations.

Furthermore, in the future the U.K.'s and EU’s regulation may diverge, which could disrupt and increase the costs of our operations, and result in a loss of existing levels of cross-border market access.

Risks Related to Regulatory Compliance and Potential Liabilities

We may have liabilities in connection with our business, including appraisal and valuation, sales and leasing and property and facilities management activities.

We may have liabilities in connection with our business, including appraisal and valuation, sales and leasing and property and facilities management activities that exceed our insurance coverage.

As a licensed real estate broker and provider of commercial real estate services, we and our licensed sales professionals and independent contractors that work for us are subject to statutory due diligence, disclosure and standard-of-care obligations.

Failure to fulfill these obligations could subject us or our sales professionals or independent contractors to litigation from parties who purchased, sold or leased properties that we brokered or managed.

While we believe we have adequate insurance coverage relative to the scale of our business, failure to fulfill these obligations could subject us or our sales professionals or independent contractors to litigation from parties who purchased, sold or leased properties that we brokered or managed.

We could become subject to claims by participants in real estate sales and leasing transactions, as well as building owners and companies for whom we provide management services, claiming that we did not fulfill our obligations.

3 unchanged sentences

In our property and facilities management business, we hire and supervise third-party contractors to provide services for our managed properties.

We may be subject to claims for defects, negligent performance of work or other similar actions or omissions by third parties we do not control.

Depending upon (i) the terms of our contracts with clients, which, for example, may place us in the position of a principal rather than an agent, or (ii) the responsibilities we assume or are legally deemed to have assumed in the course of a client engagement (whether or not memorialized in a contract), we may be subject to claims for defects, negligent performance of work or other similar actions or omissions by third parties we do not control.

Moreover, our clients may seek to hold us accountable for the actions of contractors because of our role as property or facilities manager or project manager, even if we have disclaimed liability as a contractual matter, in which case we may be pressured to participate in a financial settlement for purposes of preserving the client relationship.

1 unchanged sentence

Because we employ large numbers of building staff in facilities that we manage, we face risk in potential claims relating to employment injuries, termination and other employment matters.

While these risks are generally passed back to the building owner, there is no assurance it will continue to be the case.

While these risks are generally passed back to the building owner, there is no assurance that this will continue to be the case.

Adverse outcomes of property and facilities management disputes or litigation could have a material adverse effect on our business, financial condition, results of operations and prospects, particularly to the extent we may be liable on our contracts, or if our liabilities exceed the amounts of the insurance coverage procured and maintained by us.

5 unchanged sentences

While these liabilities have been insignificant in the past, we have no assurance that this will continue to be the case.

exit from the EU could materially adversely impact our customers, counterparties, businesses, financial condition, results of operations and prospects.

On January 1, 2021, the U.K.

formally left the EU and U.K.-EU trade became subject to a new agreement that was concluded in December of 2020.

The exit from the EU is commonly referred to as Brexit.

In light of ongoing uncertainties, market participants are still adjusting.

The exact impact of Brexit on the U.K.-EU flow of services therefore remains unknown.

This same uncertainty applies to the consequences for the economies of the U.K.

and the EU member states as a result of the U.K.’s withdrawal from the EU.

Market access risks and uncertainties have had and could continue to have a material adverse effect on our customers, businesses, prospects, financial condition and results of operations.

As we continue to grow in the internationally, these and other risks and uncertainties could have an adverse effect on our businesses, prospects, financial condition and results of operations.

If we fail to comply with laws, rules and regulations applicable to commercial real estate brokerage, valuation and advisory and mortgage transactions and our other business lines, then we may incur significant financial penalties.

17 unchanged sentences

While historically we have not incurred any significant liability under these laws, this may not always be the case.

Certain requirements governing the removal or encapsulation of asbestos-containing materials, as well as recently enacted local ordinances obligating property or facilities managers to inspect for and remove lead-based paint in certain buildings, could increase our costs of legal compliance and potentially subject us to violations or claims.

Certain requirements governing the removal or encapsulation of asbestos-containing materials, as well as local ordinances obligating property or facilities managers to inspect for and remove lead-based paint in certain buildings, could increase our costs of legal compliance and potentially subject us to violations or claims.

More stringent enforcement of existing regulations could cause us to incur significant costs in the future, and/or materially and adversely impact our commercial real estate brokerage and management services business.

8 unchanged sentences

Risks Related to Our Mortgage Servicing Business

The loss of relationships with the GSEs and HUD would, and changes in such relationships could, adversely affect our ability to originate commercial real estate loans through such programs.

The changes in relationships with the GSEs and HUD could adversely affect our ability to originate commercial real estate loans through such programs, although we also provide debt and equity to our clients through other third-party capital sources.

Compliance with the minimum collateral and risk-sharing requirements of such programs, as well as applicable state and local licensing agencies, could reduce our liquidity.

Currently, through our real estate capital markets business we originate a significant percentage of our loans for sale through the GSEs and HUD programs.

Berkeley Point Capital LLC, a subsidiary within our real estate capital markets business, is approved as a Fannie Mae DUS lender, a Freddie Mac Optigo seller/servicer, a Freddie Mac Targeted Affordable Housing Seller, a HUD MAP lender nationwide, and a Ginnie Mae issuer.

Currently, through our capital markets business we originate a significant percentage of our loans for sale through the GSEs and HUD programs.

Berkeley Point Capital LLC, a subsidiary within our capital markets business, is approved as a Fannie Mae DUS lender, a Freddie Mac Optigo seller/servicer, a Freddie Mac Targeted Affordable Housing Seller, a HUD MAP lender nationwide, and a Ginnie Mae issuer.

Our status as an approved lender affords us a number of advantages, which may be terminated by the applicable GSE or HUD at any time.

8 unchanged sentences

However, we generally receive lower servicing fees with respect to such loans.

Although our real estate capital markets business’s average annual losses from such risk-sharing programs have been a minimal percentage of the aggregate principal amount of such loans to date, if loan defaults increase, actual risk-sharing obligation payments under the Fannie Mae DUS program could increase, and such defaults could have a material adverse effect on our business, financial condition, results of operations and prospects.

Although our capital markets business’s average annual losses from such risk-sharing programs have been a minimal percentage of the aggregate principal amount of such loans to date, if loan defaults increase, actual risk-sharing obligation payments under the Fannie Mae DUS program could increase, and such defaults could have a material adverse effect on our business, financial condition, results of operations and prospects.

In addition, a material failure to pay our share of losses under the Fannie Mae DUS program could result in the revocation of our license from Fannie Mae and the exercise of various remedies available to Fannie Mae under the Fannie Mae DUS program.

2 unchanged sentences

Each GSE has been created under a conservatorship established by its regulator, the Federal Housing Finance Agency, since 2008.

The conservatorship is a statutory process designed to preserve and conserve the GSEs’ assets and property and put them in a sound and solvent condition.

The conservatorship is a statutory process designed to preserve and conserve the GSEs’ assets and property and put

them in a sound and solvent condition.

The conservatorships have no specified termination dates.

1 unchanged sentence

Changes in such forms could eliminate or substantially reduce the number of loans we originate with the GSEs.

Policymakers and others

have focused significant attention in recent years on how to reform the nation’s housing finance system, including what role, if any, the GSEs should play.

Policymakers and others have focused significant attention in recent years on how to reform the nation’s housing finance system, including what role, if any, the GSEs should play.

Such reforms could significantly limit the role of the GSEs in the nation’s housing finance system.

Any such reduction in the loans we originate with the GSEs could lead to a reduction in fees related to the loans we originate or service.

These effects could cause our real estate capital markets business to realize significantly lower revenues from its loan originations and servicing fees, and ultimately could have a material adverse effect on our business, financial condition, results of operations and prospects.

These effects could cause our capital markets business to realize significantly lower revenues from its loan originations and servicing fees, and ultimately could have a material adverse effect on our business, financial condition, results of operations and prospects.

Risks Related to Our Intellectual Property

13 unchanged sentences

We may have to rely on litigation to enforce our intellectual property rights, protect our trade secrets, determine the validity and scope of the rights of others or defend against claims of infringement or invalidity.

If our software licenses or services from third parties are terminated or adversely changed or amended or contain material defects or errors, or if any of these third parties were to cease doing business, or if products or services offered by third parties were to contain material defects or errors, our ability to operate our businesses may be materially adversely affected.

We license databases, software and services from third parties, much of which is integral to our systems and our business.

18 unchanged sentences

Such parties could also be the source of a cyber-attack on or breach of our operational systems, data or infrastructure.

Malicious actors may also attempt to compromise or our induce employees, clients or other users of our systems to disclose sensitive information or provide access to our data, and these types of risks may be difficult to detect or prevent.

There have been an increasing number of ransomware, hacking, phishing and other cyber-attacks in recent years in various industries, and cyber-security risk management has been the subject of increasing focus by our regulators.

Malicious actors may also attempt to compromise or induce employees, clients or other users of our systems to disclose sensitive information or provide access to our data, and these types of risks may be difficult to detect or prevent.

There has been an increasing number of ransomware, hacking, phishing and other cyber-attacks in recent years in various industries, and cyber-security risk management has been the subject of increasing focus by our regulators.

Like other companies, we have on occasion experienced, and may continue to experience, threats to our systems, including viruses, phishing and other cyber-attacks.

10 unchanged sentences

A technological breakdown could also interfere with our ability to comply with financial reporting requirements.

The SEC has issued guidance stating that, as a public company, we are expected to have controls and procedures that relate to cyber-security disclosure, and are required to disclose information relating to certain cyber-attacks or other information security breaches in disclosures required to be made under the federal securities laws.

Such a breakdown could also impact our ability to report on a timely basis due to the international locations of members of our accounting and finance departments.

Additionally, the SEC has issued guidance stating that, as a public company, we are expected to have controls and procedures that relate to cyber-security disclosure, and are required to disclose information relating to certain cyber-attacks or other information security breaches in disclosures required to be made under the federal securities laws.

Any such cyber incidents involving our computer systems and networks, or those of third parties important to our business, could have a material adverse effect on our business, financial condition, results of operations and prospects.

21 unchanged sentences

Lutnick and Merkel hold offices at various other affiliates of Cantor.

These two key employees are not subject to an employment agreement with us or any of our subsidiaries.

While we have recently entered into term employment agreements with our CEO and CFO, Messrs.

Lutnick and Merkel are two key employees who are not subject to an employment agreement with us or any of our subsidiaries.

Currently, Mr.

6 unchanged sentences

There is no contractual obligation for such executives to spend a specific amount of their time with us and/or BGC Partners or Cantor and their respective affiliates.

These two key employees may not be able to dedicate adequate time and attention to our business and operations, and we could experience an adverse effect on our operations due to the demands placed on our management team by other professional obligations.

These two key employees may not be able to dedicate adequate time and attention to our business and operations, and we could experience an adverse effect on our operations due to the demands placed on these members of our management team by other professional obligations.

In addition, these key employees’ other responsibilities could cause conflicts of interest with us.

The Newmark Holdings limited partnership agreement, which includes

non-competition and other arrangements applicable to our key employees who are limited partners of Newmark Holdings, may not prevent certain of our key employees, including Messrs.

Certain of our key employees and officers are subject to post-employment restrictive covenants, including non-competition agreements, in connection with their employment agreements and/or the Newmark Holdings limited partnership agreement.

There can be no assurance that our non-competition agreements will be found enforceable if challenged in certain states, including states that generally do not enforce post-employment restrictive covenants.

The Federal Trade Commission recently proposed a rule that would render non-competition clauses unenforceable in certain situations.

If such a rule were passed (in any form) and upheld by the courts, it could have a materially adverse impact on any applicable post-employment restrictive covenants currently in place.

Additionally, the Newmark Holdings limited partnership agreement, which includes non-competition and other arrangements applicable to our key employees who are limited partners of Newmark Holdings, may not prevent certain of our key employees, including Messrs.

Lutnick and Merkel whose employment by Cantor and BGC Partners is not subject to these provisions in the Newmark Holdings limited partnership agreement, from resigning or competing against us.

2 unchanged sentences

Gosin, who serves as our Chief Executive Officer, and other key employees, including some who have been hired in connection with acquisitions.

If any of our key employees were to join an existing competitor, form a competing company, offer services to Cantor or any affiliates that compete with our products, services or otherwise leave us, some of our clients could choose to use the services of that competitor or another competitor instead of our services, which could adversely affect our revenues and as a result could materially adversely affect our business, financial condition, results of operations and prospects.

Gosin entered into a term employment agreement in February 2023 that provides for incentive compensation, if any of our key employees were to join an existing competitor, form a competing company, offer services to Cantor or any affiliates that compete with our products, services or otherwise leave us, some of our clients could choose to use the services of that competitor or another competitor instead of our services, which could adversely affect our revenues and as a result could materially adversely affect our business, financial condition, results of operations and prospects.

Risks Related to Seasonality

6 unchanged sentences

We may not be able to replace partner offices when affiliation agreements are terminated, which may decrease our scope of services and geographic reach.

We have agreements in place to operate on a collaborative and cross-referral basis with certain offices in the United States, elsewhere in the Americas and in Europe in return for contractual and referral fees paid to us and/or certain mutually beneficial co-branding and other business arrangements.

These independently owned offices generally use some variation of Newmark in their names and marketing materials.

We have agreements in place to operate on a collaborative and cross-referral basis with certain offices in the United States, and in various locations globally in return for contractual and referral fees paid to us and/or certain mutually beneficial co-branding and other business arrangements.

These independently owned offices (or "business partners") generally use some variation of Newmark in their names and marketing materials.

These agreements are normally multi-year contracts, and generally provide for mutual referrals in their respective markets, generating additional contract and brokerage fees.

Through these independently owned offices, our clients have access to additional brokers with local market research capabilities as well as other commercial real estate services in locations where we do not have a physical presence.

From time to time our arrangement with these independent firms may be terminated pursuant to the terms of the individual license agreements.

The opening of a Company-owned office to replace an independent office requires us to invest capital, which in some cases could be significant.

Through these business partners, our clients have access to additional brokers with local market research capabilities as well as other commercial real estate services in locations where we do not have a physical presence.

From time to time our arrangements with these business partners may be terminated pursuant to the terms of the individual license agreements.

The opening of a Company-owned office to replace an office owned by a business partner requires us to invest capital, which in some cases could be significant.

Certain of these agreements or relationships could be impacted in the event that we rebrand or our market awareness is changed.

There can be no assurance that, if we lose additional independently owned offices, we will be able to identify suitable replacement partners or fund the establishment or acquisition of an owned office.

In addition, although we do not control the activities of these independently owned offices and are not responsible for their liabilities, we may face reputational risk if any of these independently owned offices are involved in or accused of illegal, unethical or similar behavior.

There can be no assurance that, if we lose additional business partners, we will be able to identify suitable replacement partners or fund the establishment or acquisition of an owned office.

In addition, although we do not control the activities of these business partners and are not responsible for their liabilities, we may face reputational risk if any of these business partners are involved in or accused of illegal, unethical or similar behavior.

Failure to maintain coverage in important geographic markets may negatively impact our operations, reputation and ability to attract and retain key employees and expand domestically and internationally and could have a material adverse effect on our business, financial condition, results of operations and prospects.

Declines in or terminations of servicing engagements or breaches of servicing agreements could have a material adverse effect on our business, financial condition, results of operations and prospects.

We expect that loan servicing fees will continue to constitute a significant portion of our revenues from the real estate capital markets business for the foreseeable future.

Nearly all of these fees are derived from loans that our real estate capital

markets business originates and sells through the agencies’ programs or places with institutional investors.

We expect that loan servicing fees will continue to constitute a significant portion of our revenues and/or earnings related to our multifamily business for the foreseeable future.

Nearly all of these fees are derived from loans that our capital markets business originates and sells through the agencies’ programs or places with institutional investors.

A decline in the number or value of loans that we originate for these investors or terminations of our servicing engagements will decrease these fees.

HUD has the right to terminate our real estate capital markets business’ current servicing engagements for cause.

In addition to termination for cause, Fannie Mae and Freddie Mac may terminate our real estate capital markets business’ servicing engagements without cause by paying a termination fee.

Institutional investors typically may terminate servicing engagements with our real estate capital markets business at any time with or without cause, without paying a termination fee.

HUD has the right to terminate our capital markets business’ current servicing engagements for cause.

In addition to termination for cause, Fannie Mae and Freddie Mac may terminate our capital markets business’ servicing engagements without cause by paying a termination fee.

Institutional investors typically may terminate servicing engagements with our capital markets business at any time with or without cause, without paying a termination fee.

We are also subject to losses that may arise from servicing errors, such as a failure to maintain insurance, pay taxes, or provide notices.

8 unchanged sentences

We may be adversely affected by the transition away from LIBOR and the use of SOFR or other alternative reference rates.

LIBOR is a basic rate of interest used in lending between banks on the London interbank market and is widely used as a reference for setting the interest rate on loans globally.

LIBOR is a basic rate of interest used in lending between banks on the London interbank market and was widely used as a reference for setting the interest rate on loans globally.

The United Kingdom’s Financial Conduct Authority and the administrator of LIBOR have announced that the publication of the most commonly used U.S.

dollar LIBOR settings will cease to be published or cease to be representative after June 30, 2023, and the publication of all other LIBOR settings will cease to be published as of December 31, 2021.

Starting January 1, 2022, banks in the United States have ceased entering into new credit and other contractual agreements using US dollar LIBOR as a reference rate, and instead began incorporating alternative reference rates, such as the Secured Overnight Financing Rate (“SOFR”), within such agreements.

We have begun working and will continue to work with our funding providers to incorporate alternative reference rates (such as SOFR) within our credit facility and other funding arrangements, as opportunities arise to do so.

The expected withdrawal and replacement of LIBOR with SOFR or other alternative benchmarks introduces risks for us, our clients and the commercial real estate services industry.

dollar LIBOR settings will cease to be published or cease to be representative after June 30, 2023, and the publication of all other LIBOR settings ceased to be published as of December 31, 2021.

On January 1, 2022, banks in the United States ceased entering into new credit and other contractual agreements using US dollar LIBOR as a reference rate, and instead began incorporating alternative reference rates, such as the Secured Overnight Financing Rate (“SOFR”), within such agreements.

While we have actively transitioned our credit facility and other funding arrangements to alternative reference rates (such as SOFR), we may still enter into funding arrangements in the future that reference LIBOR until such arrangements no longer become available.

Additionally, Fannie Mae and Freddie Mac have stopped accepting adjustable-rate mortgages (“ARMs”) based on LIBOR and began accepting ARMs based on SOFR in 2020.

In January 2023, both Fannie and Freddie announced the transition from LIBOR based indices to SOFR based indices for all legacy loans that were originally issued based on LIBOR effective the day after June 30, 2023.

The withdrawal and replacement of LIBOR with SOFR or other alternative benchmarks introduces risks for us, our clients and the commercial real estate services industry.

These risks include legal implementation risks, as extensive changes to documentation for new and existing clients, including lenders and real estate investors/owners, may be required.

There are also financial risks arising from any changes in the valuation of financial instruments, which may impact our valuation and advisory business, our real estate capital markets services business, and our lending and loan servicing business.

There are also financial risks arising from any changes in the valuation of financial instruments, which may impact our valuation and advisory business, our capital markets services business, and our lending and loan servicing business.

There are also operational risks due to the potential requirement to adapt information technology systems and operational processes to address the replacement of LIBOR.

In addition, replacement of LIBOR may temporarily reduce or delay transaction volume and could lead to various complexities and uncertainties related to our industry.

Additionally, Fannie Mae and Freddie Mac has stopped accepting adjustable-rate mortgages (“ARMs”) based on LIBOR and began accepting ARMs based on SOFR in 2020.

They are working on guidance for the transition of legacy products to a SOFR based alternative rate/conversion.

They expect to announce a plan with specific timelines prior to the sun setting of LIBOR in order to give GSE Servicers ample time to make the necessary process and system changes needed for the legacy transition to a SOFR based product.

While it is not currently possible to determine precisely whether, or to what extent, the replacement of LIBOR would affect us, the implementation of alternative benchmark rates to LIBOR could have a material adverse effect on our business, financial condition, results of operations and prospects.

Each of these risks may have a material adverse effect on our business, financial condition, results of operations and prospects.

Risks Related to Liquidity, Funding and Indebtedness

13 unchanged sentences

To the extent that we need funds to pay dividends and repurchase shares or purchase limited partnership units, repay indebtedness and meet other expenses, or to pay taxes on our share of Newmark OpCo’s net taxable income, and Newmark OpCo or its subsidiaries are restricted from making such distributions under applicable law, regulations, or agreements, or are otherwise unable to provide such funds, it could materially adversely affect our business, financial condition, results of operations and prospects, including our ability to maintain adequate liquidity or to raise additional funding, including through access to the debt and equity capital markets.

Our ability to raise funding in the long-term or short-term debt capital markets or the equity capital markets, or to access lending markets could in the future be adversely affected by conditions in the United States and international economy and markets, or idiosyncratic events, with the cost and availability of funding adversely affected by wider credit spreads, changes in interest rates and dislocations in capital markets, as well as various business, governance, tax, accounting and other considerations.

Our ability to raise funding in the long-term or short-term debt capital markets or the equity capital markets, or to access lending markets could be adversely affected by conditions in the United States and international economy and markets, or idiosyncratic events, with the cost and availability of funding adversely affected by wider credit spreads, changes in interest rates and dislocations in capital markets, as well as various business, governance, tax, accounting and other considerations.

To the extent we are unable to access the debt capital markets on acceptable terms in the future, we may seek to raise funding and capital through equity issuances or other means.

Turbulence in the U.S.

and international economy or markets may adversely affect our liquidity and funding positions, financial condition and the willingness of certain clients to do business with each other or with us.

and international economy or markets adversely affect our liquidity and funding positions, financial condition and the willingness of certain clients to do business with each other or with us.

Acquisitions and financial reporting obligations related thereto may impact our ability to access capital markets on a timely basis and may necessitate greater short-term borrowings during certain times, which in turn may adversely affect our cost of borrowing, financial condition, and creditworthiness, and as a result, potentially impact our credit ratings and associated outlooks.

1 unchanged sentence

While we have a credit facility in place, to the extent that our capital or other needs exceed the capacity of our existing funding sources or we are not able to access any of these sources, this could have a material adverse effect on our business, financial condition, results of operations and prospects.

As of December 31, 2021, our GSE business had $1.5 billion of committed loan funding available through multiple commercial banks, and an uncommitted $700 million Fannie Mae loan repurchase facility Consistent with industry practice, our real estate capital markets business’ existing warehouse facilities are short-term, requiring annual renewal.

As of December 31, 2022, our GSE business had $1.6 billion of committed loan funding available through multiple commercial banks, and an uncommitted $800 million Fannie Mae loan repurchase facility.

Consistent with industry practice, our capital markets business’ existing warehouse facilities are short-term, requiring annual renewal.

If any of the committed facilities are terminated or are not renewed or the uncommitted facility is not honored, we would be required to obtain replacement financing, which we may be unable to find on favorable terms, or at all, and, in such event, we might not be able to originate loans, which could have a material adverse effect on mortgage servicing rights and on our business, financial condition, results of operations and prospects.

connection with the sale of loans, which could have a material adverse effect on our business, financial condition, results of operations and prospects.

We are subject to the risk of failed loan deliveries, and even after a successful closing and delivery, may be required to repurchase the loan or to indemnify the investor if there is a breach of a representation or warranty made by us in connection with the sale of loans, which could have a material adverse effect on our business, financial condition, results of operations and prospects.

We bear the risk that a borrower will not close on a loan that has been pre-sold to an investor and the amount of such borrower’s rate lock deposit and any amounts recoverable from such borrower for breach of its obligations are insufficient to cover the investor’s losses.

10 unchanged sentences

Although these obligations have not had a significant impact on our results to date, significant repurchase or indemnification obligations imposed on us could have a material adverse effect on our business, financial condition, results of operations and prospects.

We have debt, which could adversely affect our ability to raise additional capital to fund our operations and activities, limit our ability to react to changes in the economy or the commercial real estate services industry, expose us to interest rate risk, impact our ability to obtain favorable credit ratings and prevent us from meeting or refinancing our obligations under our indebtedness, which, depending on the impact of the COVID-19 pandemic, could have a material adverse effect on our business, financial condition, results of operations and prospects.

We have debt, which could adversely affect our ability to raise additional capital to fund our operations and activities, limit our ability to react to changes in the economy or the commercial real estate services industry, expose us to interest rate risk, impact our ability to obtain favorable credit ratings and prevent us from meeting or refinancing our obligations under our indebtedness, which could have a material adverse effect on our business, financial condition, results of operations and prospects.

Our indebtedness, which at December 31, 2022 was approximately $550.0 million, may have important, adverse consequences to us and our investors, including:

8 unchanged sentences

• there would be a material adverse effect on our business, financial condition, results of operations and prospects if we were unable to service our indebtedness or obtain additional financing or refinance our existing debt on terms acceptable to us.

While our liquidity exceeds our debt at December 31, 2021, that may not always be the case.

Our indebtedness excludes the warehouse facilities collateralized by GSEs because these lines are used to fund short term loans held for sale that are generally sold within 45 days from the date the loan is funded.

1 unchanged sentence

Some of our borrowings have variable interest rates.

As a result, a change in market interest rates could have a material adverse effect on our interest expense.

In periods of rising interest rates, our cost of funds will increase, which could reduce our net income.

As a result, changes in market interest rates has had and may continue to have a material adverse effect on our interest expense.

Both domestic and international markets experienced significant inflationary pressures in fiscal year 2022 and inflation rates in the U.S., as well as in other countries in which we operate, are currently expected to continue at elevated levels for the near-term.

In response, the Federal Reserve in the U.S.

and other central banks in various countries have raised, and may again raise, interest rates in response to concerns about inflation.

Raising interest rates could further increase our cost of funds, which could reduce our net income.

In an effort to limit our exposure to interest rate fluctuations, we may rely on interest rate hedging or other interest rate risk management activities.

1 unchanged sentence

Adverse developments resulting from changes in interest rates or hedging transactions could have a material adverse effect on our business, financial condition, results of operations and prospects.

To the extent that we incur additional indebtedness or seek to refinance our existing debt, or the COVID-19 pandemic continues to negatively affect the local, national and global economies, the risks described above could increase.

Some of our borrowings will mature in the near future.

For example, our 6.125% Senior Notes are due November 15, 2023, and currently have an outstanding aggregate principal amount of $550 million.

Our ability to meet our payment and other obligations under our debt borrowing depends on our ability to refinance such debt, borrow funds from our $600 million credit facility and to generate and maintain significant cash flow in the near future.

We cannot assure you that our business will generate cash flow from operations, or that additional capital will be available to us, in an amount sufficient to enable us to meet our payment obligations under our borrowings and to fund other liquidity needs, which could have a material adverse effect on our business, financial condition, results of operations and prospects.

To the extent that we incur additional indebtedness or seek to refinance our existing debt, the risks described above could increase.

In addition, our actual cash requirements in the future may be greater than expected.

12 unchanged sentences

A company’s contractual counterparties may, in certain circumstances, demand collateral in the event of a credit ratings or outlook downgrade of that company.

Further, interest rates, including with respect to our 6.125% Senior Notes, may increase in the event that our ratings get downgraded.

Currently, long-term credit ratings from Japan Credit Rating Agency, Ltd is BBB+ with a stable outlook, both Fitch Ratings Inc.

Further, interest rates, payable on our future or currently outstanding debt, including with respect to our 6.125% Senior Notes, may increase in the event that our ratings get downgraded.

Currently, our long-term credit ratings from Japan Credit Rating Agency, Ltd.

are BBB+ with a stable outlook, and from both Fitch Ratings Inc.

and Kroll Bond Rating Agency are BBB-, and the associated outlooks are stable.

Our long-term credit rating from Standard & Poor’s is BB+ with an associated outlook of stable.

Our long-term credit rating from Standard & Poor’s is BB+ with an associated outlook of positive.

No assurance can be given that our credit ratings and associated outlooks will remain unchanged in the future.

4 unchanged sentences

The increased level of our consolidated indebtedness in connection with potential acquisitions may restrict our ability to raise additional funding or capital on favorable terms, and such leverage, and any resulting liquidity or credit issues, could have a material adverse effect on our business, financial condition, results of operations and prospects.

We may face difficulties in monetizing the remaining approximately 1.1 million Nasdaq shares we still hold without taking some discounts to the per share market price of Nasdaq common stock.

Additionally, we will have the risk of

fluctuations in the market price of any Nasdaq shares we hold;

we may not be able enter into new hedging arrangements with respect to the Nasdaq shares on favorable terms or at all;

and we may face various regulatory issues raised by receiving, holding, pledging, hedging and selling the Nasdaq shares.

On February 2, 2021, Nasdaq announced that it entered into a definitive agreement to sell its U.S.

fixed income business to Tradeweb.

On June 25, 2021, Nasdaq announced the close of the sale of its U.S.

fixed income business, which accelerated Newmark’s receipt of Nasdaq shares.

Newmark received 6,222,340 Nasdaq shares and subsequently on June 25, 2021, the SPV notified RBC of its decision to settle the third and fourth Nasdaq Forwards using the Nasdaq shares the SPV received on June 25, 2021.

On July 2, 2021, Newmark settled the third and the fourth Nasdaq Forwards with 944,329 Nasdaq shares.

As of February 25, 2022, we held approximately 1.1 million Nasdaq shares with a value of approximately $187.2 million.

We will have the risk of fluctuations in the market price of the remaining approximately 1.1 million Nasdaq shares we still hold.

Additionally, we may also face difficulties monetizing the remaining Nasdaq shares without taking some discounts to the per share market price of Nasdaq common stock, and we may not be able to enter into new hedging arrangements with respect to the Nasdaq shares on favorable terms, or at all.

Additionally, we may face various regulatory issues raised by receiving, holding, pledging, hedging and selling the remaining Nasdaq shares.

Each of these factors could have a material adverse effect on our business, financial condition, results of operations and prospects.

Risks Relating to our 6.125% Senior Notes

5 unchanged sentences

The requirement to offer to repurchase the 6.125% Senior Notes upon a change of control triggering event may in certain circumstances delay or prevent a takeover of us and/or the removal of incumbent management that might otherwise be beneficial to investors in our Class A common stock.

Other General Risks

Employee misconduct, fraud, miscommunication or error could harm us by impairing our ability to attract and retain customers and subjecting us to significant financial losses, legal liability, regulatory sanctions and penalties and reputational harm;

moreover, misconduct is difficult to detect and deter, and error is difficult to prevent.

Employee misconduct, fraud or error could subject us to financial losses, legal liability, and regulatory sanctions and penalties and could seriously harm our reputation and negatively affect us.

Misconduct or fraud by employees could include engaging in improper or unauthorized transactions or activities, failing to properly supervise other employees or improperly using confidential information.

Employee errors and miscommunication, including mistakes in executing, recording or processing transactions for customers, could cause us to suffer liability, loss, sanction and/or reputational harm, which could expose us to the risk of material losses even if the errors and miscommunication are detected and the transactions are unwound or reversed.

It is not always possible to deter and detect employee misconduct or fraud or prevent errors and miscommunications.

While we have various supervisory systems and compliance processes and procedures in place, and seek to mitigate applicable risks, the precautions we take to deter and detect and prevent this activity may not be effective in all cases.

Increased scrutiny and changing expectations from stockholders with respect to the Company's ESG practices or demographic disclosure may result in additional costs or risks.

Companies across our industry are facing increasing scrutiny related to their ESG practices and related demographic disclosures, Investor advocacy groups, certain institutional investors, investment funds and other influential investors are also increasingly focused on ESG practices and related demographic disclosures and in recent years have placed increasing importance on the non-financial impacts of their investments.

Further, customer bids, requests for proposals and other customer arrangements or opportunities may require disclosure of ESG metrics in order to compete for business.

While we are focused on our ESG efforts and disclosures, if our ESG practices and disclosure of specific metrics do not meet customer, investor or other industry stockholder expectations, which continue to evolve, we may not win or may lose customers, or may incur additional costs and our business, financial condition, results of operations and prospects could be materially adversely affected.

RISKS RELATED TO OUR CORPORATE AND PARTNERSHIP AND EQUITY STRUCTURE

6 unchanged sentences

From time to time, we may repurchase shares or purchase units.

See “Liquidity”, Funding and

Indebtedness -Liquidity is essential to our business, and insufficient liquidity could have a material adverse effect on our business, financial condition, results of operations and prospects.”

See “Risks Related to Liquidity, Funding and Indebtedness” -Liquidity is essential to our business, and insufficient liquidity could have a material adverse effect on our business, financial condition, results of operations and prospects.”

Reductions in our quarterly cash dividend and corresponding reductions in distributions by Newmark Holdings to its partners may reduce the value of our common stock and the attractiveness of our equity-based compensation and limit the ability of our partners to repay employee loans.

Our Board has traditionally authorized a dividend policy which generally provides that we expect to pay a quarterly cash dividend to our common stockholders based on our post-tax Adjusted Earnings per fully diluted share.

Our Board has traditionally authorized a dividend policy which generally provides that we expect to pay a quarterly cash dividend to our common stockholders based, in part, on our post-tax Adjusted Earnings per fully diluted share.

On February 15, 2023 our Board declared a quarterly qualified cash dividend of $0.03 per share to Class A and Class B common stockholders of record as of March 3, 2023.

Our Board took the step in the first quarter of 2020 of reducing the quarterly dividend to $0.01 per share in order to increase our financial flexibility as the real estate markets face difficult and unprecedented macroeconomic conditions due to the COVID-19 pandemic.

Investors seeking a high short-term dividend yield may find our Class A common stock less attractive than securities of issuers with higher dividend yields.

3 unchanged sentences

We may not pay the same dividend to our shares as the distribution paid by Newmark OpCo to its limited partners.

Additionally, beginning in the first quarter of 2020, Newmark Holdings reduced its distributions to or on behalf of its partners.

The distributions to or on behalf of partners are expected to at least cover their related tax payments.

Whether any given post-tax amount is equivalent to the amount received by a stockholder also on an after-tax depends upon stockholders’ and partners’ domiciles and tax status.

Current or potential partners may find our equity-based compensation structure less attractive as a result.

Moreover, we have entered into various agreements with certain partners, whereby these partners receive loans that may be either wholly or in part repaid from distributions that the partners receive on some or all of their limited partner units or may be forgiven over a period of time.

The reduction in Newmark Holdings distributions may adversely affect the ability of such partners to repay such loans.

The inability of partners to repay the loans may require us to forgive a greater portion of such loans, increasing our compensation expense.

We believe that these actions reinforced the Company’s ability to maintain financial flexibility during the pandemic and enabled us to emerge from the crisis with market share gains.

We prioritized stock repurchases over increased dividends and distributions during 2021, but we cannot assure you that such steps will prevent a decline in our financial condition.

In August 2021 and again in February 2022, our Board of Directors reauthorized our stock and unit repurchase authorization to $400 million.

In November 2022, our Board of Directors reauthorized our stock and unit repurchase authorization to $400 million.

In addition, from time to time, we may reinvest all or a portion of the distributions we receive in Newmark OpCo’s business.

8 unchanged sentences

In addition, Cantor has the right to exchange exchangeable partnership interests in Newmark Holdings into additional shares of Class A or Class B common stock, and pursuant to the exchange agreement, Cantor, CFGM and other Cantor affiliates entitled to hold Class B common stock under our certificate of incorporation have the right to exchange from time to time, on a one-to-one basis, subject to adjustment, shares of our Class A common stock now owned or subsequently acquired by such persons for shares of our Class B common stock, up to the number of shares of Class B common stock that are authorized but unissued under our certificate of incorporation.

Cantor has pledged 5.0 million shares

of Class B common stock held by it to Bank of America in connection with certain partner loans.

Cantor has pledged 5.0 million shares of Class B common stock held by it to Bank of America in connection with certain partner loans.

We expect to retain our dual class structure, and there are no circumstances under which the holders of Class B common stock would be required to convert their shares of Class B common stock into shares of Class A common stock, absent the exercise of the pledge in the event of foreclosure.

2 unchanged sentences

In certain circumstances, the shares of Class B common stock issued to Cantor may be transferred without conversion to Class A common stock such as when the shares are transferred to an entity controlled by Cantor or Mr.

The Class B common stock is controlled by Cantor and will not be subject to conversion or redemption by us.

Our Class B common stock is controlled by Cantor and will not be subject to conversion or redemption by us.

Our certificate of incorporation does not provide for automatic conversion of shares of Class B common stock into shares of Class A common stock upon the occurrence of any event.

19 unchanged sentences

To ensure that we and Newmark Holdings are not deemed “investment companies” under the Investment Company Act, we need to be primarily engaged, directly or indirectly, in the non-investment company businesses of our operating subsidiaries.

If we were to cease participation in the management of Newmark Holdings, if Newmark Holdings, in turn, were to cease participation in the management of Newmark OpCo, or if Newmark OpCo, in turn, were to cease participation in the management of our operating subsidiaries, that would increase the possibility that we and Newmark Holdings could be deemed “investment companies.” Further, if we were deemed not to have a majority of the voting power of Newmark Holdings (including through our ownership of the Special Voting Limited Partnership Interest), if Newmark Holdings, in turn, were deemed not to have a majority of the voting power of Newmark OpCo (including through its ownership of the Special Voting Limited Partnership Interest), or if Newmark OpCo, in turn, were deemed not to have a majority of the voting power of our operating subsidiaries, that would increase the possibility that we and Newmark Holdings could be deemed “investment companies.” Finally, if any of our operating subsidiaries were deemed “investment companies,” our interests in Newmark Holdings and Newmark OpCo, and Newmark Holdings’ interests in Newmark OpCo, could be deemed “investment securities,” and we and Newmark Holdings could be deemed “investment companies.”

(including through our ownership of the Special Voting Limited Partnership Interest), if Newmark Holdings, in turn, were deemed not to have a majority of the voting power of Newmark OpCo (including through its ownership of the Special Voting Limited Partnership Interest), or if Newmark OpCo, in turn, were deemed not to have a majority of the voting power of our operating subsidiaries, that would increase the possibility that we and Newmark Holdings could be deemed “investment companies.” Finally, if any of our operating subsidiaries were deemed “investment companies,” our interests in Newmark Holdings and Newmark OpCo, and Newmark Holdings’ interests in Newmark OpCo, could be deemed “investment securities,” and we and Newmark Holdings could be deemed “investment companies.”

We expect to take all legally permissible action to ensure that we and Newmark Holdings are not deemed investment companies under the Investment Company Act, but no assurance can be given that this will not occur.

3 unchanged sentences

Therefore, if we or Newmark Holdings became subject to the Investment Company Act, it could make it impractical to continue our business in this structure, impair agreements and arrangements and impair the transactions contemplated by those agreements and arrangements, between and among us, Newmark Holdings and Newmark OpCo, or any combination thereof, and materially adversely affect our business, financial condition, results of operations and prospects.

RISKS RELATED TO THE SEPARATION AND THE SPIN-OFF

If there is a determination that the Spin-Off was taxable for U.S.

federal income tax purposes because the facts, assumptions, representations or undertakings underlying the tax opinion with respect to the Spin-Off were incorrect or for any other reason, then BGC Partners and its stockholders could incur significant U.S.

federal income tax liabilities, and we could incur significant liabilities.

BGC Partners received an opinion of Wachtell, Lipton, Rosen & Katz, outside counsel to BGC Partners, to the effect that the Spin-Off, together with certain related transactions, qualified as a transaction that is described in Sections 355 and 368(a)(1)(D) of the Internal Revenue Code of 1986, as amended (which we refer to as the “Code”).

The opinion relied on certain facts, assumptions, representations and undertakings from BGC Partners and us regarding the past and future conduct of the companies’ respective businesses and other matters.

If any of these facts, assumptions, representations or undertakings are incorrect or not otherwise satisfied, BGC Partners and its stockholders may not be able to rely on the opinion of tax counsel.

Moreover, notwithstanding this opinion of counsel, the IRS could determine on audit that the separation or the Spin-Off is taxable if it determines that any of these facts, assumptions, representations or undertakings are not correct or have been violated or if it disagrees with the conclusions in the opinion, or for other reasons, including as a result of certain significant changes in the stock ownership of BGC Partners or us after the separation or Spin-Off.

If the separation or Spin-Off is determined to be taxable for U.S.

federal income tax purposes, BGC Partners and its stockholders could incur significant U.S.

federal income tax liabilities and we may be required to indemnify BGC Partners for all or a portion of any such tax liabilities under the tax matters agreement.

Any such liabilities could be substantial, and could have a material adverse effect on our business, financial condition, results of operations and prospects.

We may be required to pay Cantor for a significant portion of the tax benefit, if any, relating to any additional tax depreciation or amortization deductions we claim as a result of any step up in the tax basis of the assets of Newmark OpCo resulting from exchanges of interests in Newmark Holdings for our common stock.

Certain partnership interests in Newmark Holdings may be exchanged for shares of Newmark Group common stock.

7 unchanged sentences

We are controlled by Cantor.

Cantor’s interests may conflict with our interests and Cantor may exercise its control in a way that favors its respective interests to our detriment.

Cantor’s interests may conflict with our interests, and Cantor may exercise its control in a way that favors its interests to our detriment, including in competition with us for acquisitions or other business opportunities.

As of December 31, 2022, Cantor and CFGM held no shares of our Class A common stock.

5 unchanged sentences

As a result, Cantor, directly through its ownership of shares of our Class A common stock and Class B common stock, and Mr.

Lutnick, indirectly through his control of Cantor, are each able to exercise control over our management and affairs and all matters requiring stockholder approval, including the election of our directors and determinations with respect to acquisitions and dispositions, as well as material expansions or contractions of our business, entry into new lines of business and borrowings and issuances of our Class A common stock and Class B common stock or other securities.

Lutnick, indirectly through his control of Cantor, are each able to exercise control over our management and affairs and

all matters requiring stockholder approval, including the election of our directors and determinations with respect to acquisitions and dispositions, as well as material expansions or contractions of our business, entry into new lines of business and borrowings and issuances of our Class A common stock and Class B common stock or other securities.

Cantor’s voting power may also have the effect of delaying or preventing a change of control of us.

14 unchanged sentences

This may result in conflicts with us, including those relating to acquisitions or offerings by us involving issuances of shares of our Class A common stock, or securities convertible or exchangeable into shares of Class A common stock, that would dilute Cantor’s voting power in us.

In addition, Cantor has from time to time in the past and may in the future consider possible strategic realignments of its own businesses and/or of the relationships that exist between and among Cantor and its other affiliates and us.

In addition, Cantor has from time to time in the past and may in the future consider possible strategic realignments of its own business and/or of the relationships that exist between and among Cantor and its other affiliates and us.

Any future material related-party transaction or arrangement between Cantor and its other affiliates and us is subject to the prior approval by our audit committee, but generally does not require the separate approval of our stockholders, and if such stockholder approval is required, Cantor may retain sufficient voting power to provide any such requisite approval without the affirmative consent of our other stockholders.

9 unchanged sentences

We may not be able to resolve any potential conflicts, and, even if we do, the resolution may be less favorable to us than if we were dealing with an unaffiliated party.

In order to address potential conflicts of interest between or among BGC Partners, Cantor and their respective representatives and us, our amended and restated certificate of incorporation contains provisions regulating and defining the conduct of our affairs as they may involve BGC Partners and/or Cantor and their respective representatives, and our powers, rights, duties and liabilities and those of our representatives in connection therewith.

In order to address potential conflicts of interest between or among BGC Partners, Cantor

and their respective representatives and us, our amended and restated certificate of incorporation contains provisions regulating and defining the conduct of our affairs as they may involve BGC Partners and/or Cantor and their respective representatives, and our powers, rights, duties and liabilities and those of our representatives in connection therewith.

Cantor may compete with us for acquisitions or other business opportunities.

Cantor has existing real estate-related businesses, and Newmark and Cantor are partners in a real estate-related joint venture, Real Estate LP and are co-sponsors of a special purpose acquisition company, named Newmark Acquisition Corp.

(the “SPAC”).

Cantor has existing real estate-related businesses, and Newmark and Cantor are co-sponsors of a special purpose acquisition company, named Newmark Acquisition Corp., and are partners in a real estate-related joint venture, Real Estate LP, which, in December 2022, we amended to provide us the right to redeem our membership interest in on or after July 1, 2023.

In addition, from time to time, Cantor may sponsor other SPACs or invest in other ventures which have a real estate focus.

1 unchanged sentence

For example, Cantor’s commercial lending business has historically offered conduit loans to the multifamily market.

While conduit loans have certain key differences versus multifamily agency loans, such as those offered by our real estate capital markets business, there can be no assurance that Cantor’s and/or Real Estate LP’s lending businesses will not seek to offer multifamily loans to our existing and potential multifamily customer base.

While conduit loans have certain key differences versus multifamily agency loans, such as those offered by our capital markets business, there can be no assurance that Cantor’s and/or Real Estate LP’s lending businesses will not seek to offer multifamily loans to our existing and potential multifamily customer base.

Moreover, the service of officers or partners of Cantor as our executive officers and directors, and those persons’ ownership interests in and payments from Cantor and its affiliates, SPACs and similar investments or other entities, could create conflicts of interest when we and those directors or executive officers are faced with decisions that could have different implications for us and them.

10 unchanged sentences

He has and may in the future also join the board of other public companies from time to time.

Lutnick’s family members are periodically employed by our businesses.

In addition, Mr.

1 unchanged sentence

These interests may be significant compared to his total assets.

Although BGC Partners is no longer our parent following the Spin-Off, Cantor controls both us and BGC.

Lutnick’s positions at BGC Partners and/or Cantor and the ownership of any such equity or the equity of any of Cantor’s other affiliates create, or may create the appearance of, conflicts of interest when he is faced with decisions that could have different implications for BGC Partners, Cantor or any of such other affiliates than the decisions have for us.

Agreements between us and BGC Partners and/or Cantor are between related parties, and the terms of these agreements may be less favorable to us than those that we could negotiate with third parties and may subject us to litigation.

Our relationship with BGC Partners and/or Cantor may result in agreements with BGC Partners and/or Cantor that are between related parties.

For example, we provide to and receive from Cantor and its affiliates various administrative services and transition services.

As a result, the prices charged to us or by us for services provided under any agreements with BGC Partners and Cantor may be higher or lower than prices that may be charged by third parties, and the terms of these agreements may be less favorable to us than those that we could have negotiated with third parties.

Any future material related-party transaction or arrangement between us and BGC Partners and/or Cantor is subject to the prior approval by our audit committee, but generally does not require the separate approval of our stockholders, and if such stockholder approval were required, Cantor may retain sufficient voting power to provide any such requisite approval without the affirmative consent of our other stockholders.

Although BGC Partners is no longer our parent

following the Spin-Off, Cantor controls both us and BGC Partners.

Lutnick’s positions at BGC Partners and/or Cantor, any family employment or other relationships, and the ownership of any such equity or the equity of any of Cantor’s other affiliates create, or may create the appearance of, conflicts of interest when he is faced with decisions that could have different implications for BGC Partners, Cantor or any of such other affiliates than the decisions have for us.

Agreements between us and/or Cantor or its affiliates are between related parties, and the terms of these agreements may be less favorable to us than those that we could negotiate with third parties and may subject us to litigation.

Our relationship with Cantor and/or its affiliates may result in agreements with Cantor and/or its affiliates that are between related parties.

For example, we provide to and receive from Cantor and/or its affiliates various administrative services and transition services.

As a result, the prices charged to us or by us for services provided under any agreements with such entities may be higher or lower than prices that may be charged by third parties, and the terms of these agreements may be less favorable to us than those that we could have negotiated with third parties.

Any future material related-party transaction or arrangement between us and such parties is subject to the prior approval by our audit committee, but generally does not require the separate approval of our stockholders, and if such stockholder approval were required, Cantor may retain sufficient voting power to provide any such requisite approval without the affirmative consent of our other stockholders.

These related-party relationships may also from time to time subject us to litigation.

11 unchanged sentences

Real Estate LP collaborates with Cantor’s significant existing real estate finance business, and Real Estate LP may conduct activities in any real estate-related business or asset-backed securities-related business or any extensions thereof and ancillary activities thereto.

Accordingly, we have limited to no influence on the selection or management of the activities conducted by Real Estate LP, each of which may have different risks and uncertainty associated with it and that are each beyond our control.

See “-Risks Related to Our Relationship with Cantor and Its Respective Affiliates.

Although we amended our joint venture agreement in December 2022 to provide us the right to redeem our membership interest in Real Estate LP on or after July 1, 2023, we currently have limited to no influence on the selection or management of the activities conducted by Real Estate LP, each of which may have different risks and uncertainty associated with it and that are each beyond our control.

See “Risk Factors -Risks Related to Our Relationship with Cantor and Its Respective Affiliates.

We are controlled by Cantor.

3 unchanged sentences

As a public company, we are required, under Section 404 of the Sarbanes-Oxley Act, to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting.

This assessment is required to include disclosure of any material weaknesses identified by our management in our internal control over financial reporting.

This assessment is required to include disclosure of any material weaknesses identified by our management in our key internal controls over financial reporting.

A material weakness is a control deficiency or combination of control deficiencies that results in more than a remote likelihood that a material misstatement of annual or interim financial statements will not be prevented or detected.

To achieve compliance with Section 404 within the prescribed period, we will be engaged in a process to document and evaluate our internal control over financial reporting, which is both costly and challenging.

Internal controls over financial reporting, no matter how well designed, has inherent limitations.

To achieve compliance with Section 404 within the prescribed period, we will be engaged in a process to document and evaluate our key internal controls over financial reporting, which is both costly and challenging.

Internal controls over financial reporting, no matter how well designed, have inherent limitations.

Therefore, internal controls determined to be effective can provide only reasonable assurance with respect to financial statement preparation and may not prevent or detect all misstatements.

33 unchanged sentences

Our bylaws require advance written notice prior to a meeting of our stockholders of a proposal or director nomination which a stockholder desires to present at such a meeting, which generally must be received by our Secretary not later than 120 days prior to the first anniversary of the date of our proxy statement for the preceding year’s annual meeting.

In the event that the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the

stockholder to be timely must be so delivered not later than the close of business on the later of the 120th day prior to the date of such proxy statement or the 10th day following the day on which public announcement of the date of such meeting is first made by us.

In the event that the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the stockholder to be timely must be so delivered not later than the close of business on the later of the 120th day prior to the date of such proxy statement or the 10th day following the day on which public announcement of the date of such meeting is first made by us.

Our bylaws provide that all amendments to our bylaws must be approved by either the holders of a majority of the voting power of all of our outstanding capital stock entitled to vote or by a majority of our Board of Directors.

1 unchanged sentence

Accordingly, we are not subject to the anti-takeover effects of Section 203.

However, our certificate of incorporation contains provisions that have the same effect as Section 203, except that they provide that each of the Qualified Class B Holders and certain of their direct transferees will not be deemed to be “interested stockholders,” and accordingly will not be subject to such restrictions.

However, our certificate of incorporation contains provisions that have the same effect as Section 203, except that they provide that each of the Qualified Class B Holders, as defined therein, and certain of their direct transferees will not be deemed to be “interested stockholders,” and accordingly will not be subject to such restrictions.

Further, our Equity Plan contains provisions pursuant to which grants that are unexercisable or unvested may automatically become exercisable or vested as of the date immediately prior to certain change of control events.

3 unchanged sentences

Our certificate of incorporation provides that, unless we consent to the selection of an alternative forum, a state court located within the State of Delaware (or, if no state court located within the State of Delaware has jurisdiction, the federal court for the District of Delaware) shall be the sole and exclusive forum for any derivative action or proceeding brought on our behalf;

any action asserting a claim for or based on a breach of duty or obligation owed by any current or former director, officer, employee or agent of ours to us or to our stockholders, including any claim alleging the aiding and abetting of such a breach;

any action asserting a claim against us or any current or former director, officer, employee or agent of ours arising pursuant to any provision of the DGCL or our certificate of incorporation or bylaws;

6 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors