Douglas Elliman Inc 10-Q for FY2025 Q2
Douglas Elliman Inc. (DOUG)
10-Q
2025-08-05
For: 2025-06-30
View Original
Added on
April 12, 2026
About this 10-Q
Douglas Elliman Inc filed this 10-Q on August 5, 2025, covering the quarter ended June 30, 2025 (FY2025 Q2).
Headline figures
Quarter ended June 30, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $271.37M
- down 5.0% from $285.75M a year earlier
- Net loss
- $22.67M
- compared with a net loss of $1.66M a year earlier
- Diluted EPS
- -$0.27
- compared with -$0.02 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
SECURITIES EXCHANGE ACT OF 1934
For The Quarterly Period Ended June 30, 2025
SECURITIES EXCHANGE ACT OF 1934
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation | Commission File Number | (I.R.S. Employer Identification No.) | ||||||
| incorporation or organization) | ||||||||
(Address, including zip code and telephone number, including area code,
of the principal executive offices)
Securities Registered Pursuant to 12(b) of the Act:
| Title of each class: | Trading | Name of each exchange | ||||||
| Symbol(s) | on which registered: | |||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
x Yes o No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
x Yes o No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| ☐ | Large accelerated filer | x | ☐ | Non-accelerated filer | Smaller reporting company | Emerging Growth Company | |||||||||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
☐ Yes x No
At August 1, 2025, Douglas Elliman Inc. had 88,708,101 shares of common stock outstanding.
DOUGLAS ELLIMAN INC.
FORM 10-Q
TABLE OF CONTENTS
| Page | |||||
| PART I. FINANCIAL INFORMATION | |||||
| Item 1. Douglas Elliman Inc. Condensed Consolidated Financial Statements (Unaudited): | |||||
| Condensed Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024 | |||||
| Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2025 and 2024 | |||||
| Condensed Consolidated Statements of Stockholders' Equity for the three and six months ended June 30, 2025 and 2024 | |||||
| Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2025 and 2024 | |||||
| Notes to Condensed Consolidated Financial Statements | |||||
| Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations | |||||
| Item 3. Quantitative and Qualitative Disclosures About Market Risk | |||||
| Item 4. Controls and Procedures | |||||
| PART II. OTHER INFORMATION | |||||
| Item 1. Legal Proceedings | |||||
| Item 1A. Risk Factors | |||||
| Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | |||||
| Item 5. Other Information | |||||
| Item 6. Exhibits | |||||
| SIGNATURE | |||||
1
DOUGLAS ELLIMAN INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands, Except Per Share Amounts)
Unaudited
| June 30, 2025 | December 31, 2024 | ||||||||||
| ASSETS: | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Investment securities at fair value | |||||||||||
| Receivables | |||||||||||
| Agent receivables, net | |||||||||||
| Restricted cash and cash equivalents | |||||||||||
| Other current assets | |||||||||||
| Total current assets | |||||||||||
| Property and equipment, net | |||||||||||
| Operating lease right-of-use assets | |||||||||||
Long-term investments (includes $ | |||||||||||
| Contract assets, net | |||||||||||
| Goodwill | |||||||||||
| Other intangible assets, net | |||||||||||
| Equity-method investments | |||||||||||
| Other assets | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY: | |||||||||||
| Current liabilities: | |||||||||||
| Current operating lease liabilities | $ | $ | |||||||||
| Current portion of antitrust litigation settlement | |||||||||||
| Accounts payable | |||||||||||
| Income taxes payable, net | |||||||||||
| Commissions payable | |||||||||||
| Accrued salaries and benefits | |||||||||||
| Contract liabilities | |||||||||||
| Other current liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Notes payable and other obligations less current portion | |||||||||||
| Fair value of derivative embedded within convertible debt | |||||||||||
| Non-current operating lease liabilities | |||||||||||
| Contract liabilities | |||||||||||
| Antitrust litigation settlement | |||||||||||
| Other liabilities | |||||||||||
| Total liabilities | |||||||||||
| Stockholders' equity: | |||||||||||
Preferred stock, par value $ | |||||||||||
Common stock, par value $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Accumulated deficit | ( | ( | |||||||||
| Total Douglas Elliman Inc. stockholders' equity | |||||||||||
| Non-controlling interest | ( | ||||||||||
| Total stockholders' equity | |||||||||||
| Total liabilities and stockholders' equity | $ | $ | |||||||||
The accompanying notes are an integral part of the condensed consolidated financial statements.
2
DOUGLAS ELLIMAN INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in Thousands, Except Per Share Amounts)
Unaudited
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| June 30, | June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
| Commissions and other brokerage income | $ | $ | $ | $ | |||||||||||||||||||
| Property management | |||||||||||||||||||||||
| Other ancillary services | |||||||||||||||||||||||
| Total revenues | |||||||||||||||||||||||
| Expenses: | |||||||||||||||||||||||
| Real estate agent commissions | |||||||||||||||||||||||
| Sales and marketing | |||||||||||||||||||||||
| Operations and support | |||||||||||||||||||||||
| General and administrative | |||||||||||||||||||||||
| Technology | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Antitrust litigation settlement expense | |||||||||||||||||||||||
| Restructuring | |||||||||||||||||||||||
| Operating loss | ( | ( | ( | ( | |||||||||||||||||||
| Other income (expenses): | |||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||
| Interest income | |||||||||||||||||||||||
| Equity in earnings (losses) from equity-method investments | ( | ( | |||||||||||||||||||||
| Change in fair value of derivative embedded within convertible debt | ( | ( | |||||||||||||||||||||
| Investment and other (losses) gains | ( | ( | |||||||||||||||||||||
| Loss before provision for income taxes | ( | ( | ( | ( | |||||||||||||||||||
| Income tax expense | |||||||||||||||||||||||
| Net loss | ( | ( | ( | ( | |||||||||||||||||||
Net (income) loss attributed to non-controlling interest | ( | ||||||||||||||||||||||
| Net loss attributed to Douglas Elliman Inc. | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Per basic common share: | |||||||||||||||||||||||
| Net loss applicable to common shares attributed to Douglas Elliman Inc. | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Per diluted common share: | |||||||||||||||||||||||
| Net loss applicable to common shares attributed to Douglas Elliman Inc. | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
The accompanying notes are an integral part of the condensed consolidated financial statements.
3
DOUGLAS ELLIMAN INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDER’S EQUITY
(Dollars in Thousands, Except Share Amounts)
Unaudited
| Douglas Elliman Inc. Stockholders' Equity | |||||||||||||||||||||||||||||||||||||||||||||||
| Additional Paid-In | Non- controlling | ||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | Accumulated | ||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Capital | Deficit | Interest | Total | ||||||||||||||||||||||||||||||||||||||||||
| Balance as of April 1, 2025 | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||
Net (loss) income | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||
| Restricted stock grants | ( | — | — | ||||||||||||||||||||||||||||||||||||||||||||
Withholding of shares as payment of tax liabilities in connection with restricted stock vesting | ( | ( | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||||
Restricted stock grant cancelled | ( | ( | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Balance as of June 30, 2025 | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||
| Douglas Elliman Inc. Stockholders' Equity | |||||||||||||||||||||||||||||||||||
| Additional Paid-In | Non- controlling | ||||||||||||||||||||||||||||||||||
| Common Stock | Accumulated | ||||||||||||||||||||||||||||||||||
| Shares | Amount | Capital | Deficit | Interest | Total | ||||||||||||||||||||||||||||||
| Balance as of April 1, 2024 | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||
| Net loss | — | — | — | ( | ( | ( | |||||||||||||||||||||||||||||
| Restricted stock grants | ( | — | — | ||||||||||||||||||||||||||||||||
| Withholding of shares as payment of tax liabilities in connection with restricted stock vesting | ( | ( | — | — | ( | ||||||||||||||||||||||||||||||
| Restricted stock grant cancelled | ( | ( | — | — | |||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | |||||||||||||||||||||||||||||||
| Balance as of June 30, 2024 | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||
The accompanying notes are an integral part of the condensed consolidated financial statements.
4
DOUGLAS ELLIMAN INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Dollars in Thousands, Except Share Amounts)
Unaudited
| Douglas Elliman Inc. Stockholders' Equity | |||||||||||||||||||||||||||||||||||||||||||||||
| Additional Paid-In | Non-controlling | ||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | Accumulated | ||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Capital | Deficit | Interest | Total | ||||||||||||||||||||||||||||||||||||||||||
| Balance as of January 1, 2025 | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||
| Restricted stock grants | ( | — | — | ||||||||||||||||||||||||||||||||||||||||||||
Withholding of shares as payment of tax liabilities in connection with restricted stock vesting | ( | ( | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||||
| Restricted stock grant cancelled | ( | ( | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Balance as of June 30, 2025 | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||
| Douglas Elliman Inc. Stockholders' Equity | |||||||||||||||||||||||||||||||||||
| Additional Paid-In | Non-controlling | ||||||||||||||||||||||||||||||||||
| Common Stock | Accumulated | ||||||||||||||||||||||||||||||||||
| Shares | Amount | Capital | Deficit | Interest | Total | ||||||||||||||||||||||||||||||
| Balance as of January 1, 2024 | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||
| Net loss | — | — | — | ( | ( | ( | |||||||||||||||||||||||||||||
| Restricted stock grants | ( | — | — | ||||||||||||||||||||||||||||||||
| Withholding of shares as payment of tax liabilities in connection with restricted stock vesting | ( | — | ( | — | — | ( | |||||||||||||||||||||||||||||
Restricted stock grants cancelled | ( | ( | — | — | |||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | |||||||||||||||||||||||||||||||
| Balance as of June 30, 2024 | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||
The accompanying notes are an integral part of the condensed consolidated financial statements.
5
DOUGLAS ELLIMAN INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
Unaudited
| Six Months Ended | |||||||||||
| June 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net loss | $ | ( | $ | ( | |||||||
| Adjustments to reconcile net loss to net cash used in operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Non-cash stock-based compensation expense | |||||||||||
| Loss on sale of assets | |||||||||||
| Deferred income taxes | |||||||||||
Net losses (gains) on investment securities | ( | ||||||||||
| Equity in (earnings) losses from equity-method investments | ( | ||||||||||
Non-cash interest expense | |||||||||||
| Non-cash lease expense | |||||||||||
Change in fair value of derivative embedded within convertible debt | |||||||||||
| Provision for credit losses | |||||||||||
| Changes in assets and liabilities: | |||||||||||
| Receivables | ( | ( | |||||||||
| Income taxes, net | |||||||||||
Contract assets, net | ( | ( | |||||||||
| Operating right-of-use assets and operating lease liabilities, net | ( | ( | |||||||||
| Accounts payable and accrued liabilities | |||||||||||
Other assets and liabilities | ( | ( | |||||||||
| Accrued salary and benefits | ( | ( | |||||||||
Contract liabilities | |||||||||||
| Antitrust litigation settlement | |||||||||||
| Net cash used in operating activities | ( | ( | |||||||||
| Cash flows from investing activities: | |||||||||||
| Proceeds from sale or liquidation of long-term investments | |||||||||||
| Proceeds from sale or liquidation of short-term investments | |||||||||||
Purchase of short-term investments | ( | ||||||||||
| Purchase of long-term investments | ( | ( | |||||||||
| Capital expenditures | ( | ( | |||||||||
Net cash provided by (used in) investing activities | ( | ||||||||||
| Cash flows from financing activities: | |||||||||||
| Withholding of shares as payment of payroll tax liabilities in connection with restricted stock vesting | ( | ( | |||||||||
| Net cash used in financing activities | ( | ( | |||||||||
| Net increase (decrease) in cash, cash equivalents and restricted cash | ( | ||||||||||
| Cash, cash equivalents and restricted cash, beginning of period | |||||||||||
| Cash, cash equivalents and restricted cash, end of period | $ | $ | |||||||||
Supplemental Disclosure of Cash Flow Information: | |||||||||||
Interest payments | $ | $ | |||||||||
The accompanying notes are an integral part of the condensed consolidated financial statements.
6
DOUGLAS ELLIMAN INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Thousands, Except Per Share Amounts)
Unaudited
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a)Basis of Presentation:
Douglas Elliman Inc. (“Douglas Elliman” or the “Company”) is engaged in the real estate services and property technology investment business (“PropTech”) and is seeking to acquire or invest in additional real estate services. The condensed consolidated financial statements of Douglas Elliman include the accounts of DER Holdings LLC and DOUG Ventures, LLC (f/k/a New Valley Ventures LLC) (“DOUG Ventures”), a directly and an indirectly wholly owned subsidiary of the Company, respectively. DER Holdings LLC owns Douglas Elliman Realty, LLC and Douglas Elliman of California, Inc., which are engaged in the residential real estate brokerage business with their subsidiaries. The operations of DOUG Ventures consist of minority investments in innovative and cutting-edge PropTech companies.
Certain references to “Douglas Elliman Realty” refer to the Company’s residential real estate brokerage business, including the operations of Douglas Elliman Realty, LLC and Douglas Elliman of California Inc., unless otherwise specified.
The unaudited, interim condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and, in management’s opinion, contain all adjustments, consisting only of normal recurring items, necessary for a fair statement of the results for the periods presented. Accordingly, they do not include all the information and footnotes required by U.S. GAAP for complete financial statements. References to U.S. GAAP issued by the Financial Accounting Standards Board (“FASB”) are to the FASB Accounting Standards Codification, also referred to as the “Codification” or “ASC.” These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Securities and Exchange Commission (“SEC”). The condensed consolidated results of operations for interim periods should not be regarded as necessarily indicative of the results that may be expected for the entire year.
In presenting the condensed consolidated financial statements, management makes estimates and assumptions that affect the amounts reported and related disclosures. Estimates, by their nature, are based on judgment and available information. Accordingly, actual results could differ from those estimates.
(b) Principles of Consolidation:
The condensed consolidated financial statements include the assets, liabilities, revenues, expenses and cash flows of DER Holdings LLC and DOUG Ventures as well as all other entities, which Douglas Elliman has a controlling financial interest. All intercompany balances and transactions have been eliminated in the condensed consolidated financial statements.
When evaluating an entity for consolidation, Douglas Elliman first determines whether an entity is within the scope of the guidance for consolidation of variable interest entities (“VIE”) and if it is deemed to be a VIE. If the entity is considered to be a VIE, Douglas Elliman determines whether it would be considered the entity’s primary beneficiary. Douglas Elliman consolidates those VIEs for which it has determined that it is the primary beneficiary. Additionally, Douglas Elliman will consolidate an entity that is not deemed a VIE upon a determination that it has a controlling financial interest. If Douglas Elliman determines it does not have a controlling financial interest in an entity that is a VIE, it does not consolidate the entity. For entities where Douglas Elliman does not have a controlling financial interest, the investments in such entities are classified as available-for-sale securities or accounted for using the equity or cost method, as appropriate.
7
DOUGLAS ELLIMAN INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(Dollars in Thousands, Except Per Share Amounts)
Unaudited
(c) Estimates and Assumptions:
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses. Significant estimates subject to material changes in the near term include impairment charges and valuation of intangible assets. Actual results could differ from those estimates.
(d) Loss Per Share (“EPS”):
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| June 30, | June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Net loss attributed to Douglas Elliman Inc. | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Income attributable to participating securities | |||||||||||||||||||||||
| Net loss available to common stockholders attributed to Douglas Elliman Inc. | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
Basic EPS is computed by dividing net loss available to common stockholders attributed to Douglas Elliman Inc. by the weighted-average number of shares outstanding, which will include vested restricted stock.
Basic and diluted EPS were calculated using the following shares of common stock for the periods presented below:
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| June 30, | June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Weighted-average shares for basic and diluted EPS | |||||||||||||||||||||||
The following was outstanding during the three and six months ended June 30, 2025 and 2024, but were not included in the computation of diluted EPS because the effect was anti-dilutive:
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| June 30, | June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Weighted-average number of shares issuable upon conversion of debt | |||||||||||||||||||||||
| Weighted-average conversion price | $ | $ | $ | $ | |||||||||||||||||||
8
DOUGLAS ELLIMAN INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(Dollars in Thousands, Except Per Share Amounts)
Unaudited
(e) Reconciliation of Cash, Cash Equivalents and Restricted Cash:
The components of “Cash, cash equivalents and restricted cash” in the condensed consolidated statements of cash flows were as follows:
| June 30, 2025 | December 31, 2024 | ||||||||||||||||
| Cash and cash equivalents | $ | $ | |||||||||||||||
| Restricted cash and cash equivalents in current assets | |||||||||||||||||
| Restricted cash and cash equivalents included in other assets | |||||||||||||||||
| Total cash, cash equivalents, and restricted cash shown in the condensed consolidated statements of cash flows | $ | $ | |||||||||||||||
(f) Goodwill and Other Intangible Assets:
Goodwill and intangible assets with indefinite lives are not amortized and instead are tested for impairment on an annual basis, as of October 1, or whenever events or changes in business circumstances indicate the carrying value of the assets may not be recoverable. The Company follows ASC 350, Intangibles – Goodwill and Other, and subsequent updates including ASU 2011-08, Testing Goodwill for Impairment and ASU 2017-14, Simplifying the Test for Goodwill Impairment. The amendments permit entities to first perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the Company concludes that it is more likely than not that a reporting unit’s fair value is less than its carrying value or chooses to bypass the optional qualitative assessment, the Company then assesses recoverability by comparing the fair value of the reporting unit to its carrying amount; otherwise, no further impairment test would be required. The fair value of the intangible asset associated with the Douglas Elliman trademark is determined using a “relief from royalty payments” method. This approach involves two steps: (i) estimating reasonable royalty rates for its trademark associated with the Douglas Elliman trademark and (ii) applying these royalty rates to a net sales stream and discounting the resulting cash flows to determine fair value. This fair value is then compared with the carrying value of the trademark.
In the three months ended September 30, 2024, the Company utilized third-party valuation specialists to prepare a quantitative assessment of its goodwill and trademark intangible assets, based on the current market conditions in the residential real estate brokerage industry which did not result in impairment charges related to its goodwill or trademark for the year ended December 31, 2024. The Company performed a qualitative assessment for the three months ended June 30, 2025, which did not result in impairment charges related to its goodwill or trademark. If the Company fails to achieve the financial projections used in the quantitative assessments of fair value and current market conditions continue to deteriorate, additional impairment charges could result in future periods, and such impairment charges could be material.
(g) Related Party Transactions:
Agreements with Vector Group Ltd. (“Vector Group”). The Company paid Vector Group $1,050 and $2,100 under the transition services agreement, dated December 21, 2021, by and between the Company and Vector Group (the “Transition Services Agreement”) during the three and six months ended June 30, 2024, respectively. Additionally, the Company paid Vector Group $1,000 and $1,595 under certain aircraft lease agreements entered into with affiliates of Vector Group (the “Aircraft Lease Agreements”) during the three and six months ended June 30, 2024, respectively. In October 2024 and December 2024, the Aircraft Lease Agreements and Transition Service Agreement, respectively, were terminated.
Real estate commissions. Real estate commissions include commissions of approximately $2,284 and $8,983 for the three and six months ended June 30, 2025, respectively, and $793 and $2,017 for the three and six months ended June 30, 2024, respectively, from projects where the Company has been engaged by certain developers as the sole broker or the co-broker for real estate development projects that Vector Group owns an interest in through its real estate venture investments.
9
DOUGLAS ELLIMAN INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(Dollars in Thousands, Except Per Share Amounts)
Unaudited
(h) Investment and Other (Losses) Gains:
Investment and other (losses) gains consist of the following:
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| June 30, | June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Net losses recognized on PropTech convertible trading debt securities | $ | ( | $ | $ | ( | $ | |||||||||||||||||
Net unrealized (losses) gains recognized on long-term investments at fair value | ( | ( | |||||||||||||||||||||
| Net gains recognized on long-term investment securities without a readily determinable fair value that does not qualify for the NAV practical expedient | |||||||||||||||||||||||
| Other income | |||||||||||||||||||||||
| Investment and other (losses) gains | $ | ( | $ | $ | ( | $ | |||||||||||||||||
(i) Other Comprehensive Income:
The Company does not have any activity that results in Other Comprehensive Income; therefore, no statement of Comprehensive Income is included in the condensed consolidated financial statements.
(j) Subsequent Events:
The Company has evaluated subsequent events through August 5, 2025, the date the financial statements were issued.
(k) New Accounting Pronouncements:
ASUs to be adopted in future periods:
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740), Improvements to Income Tax Disclosures. The ASU requires that all public entities on an annual basis (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold. The ASU is effective for annual periods beginning after December 15, 2024. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements and will adopt the standard in the year ending December 31, 2025.
In November 2024, the FASB issued ASU 2024-03, Income Statement (Topic 220) – Disaggregation of Income Statement Expenses. The ASU requires enhanced disclosures around disaggregation of certain income statement expense lines into specified categories. The new standard is effective on a prospective basis for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements and anticipates adopting the standard in the year ending December 31, 2026.
2. REVENUE RECOGNITION
Disaggregation of Revenue
In the following tables, revenue is disaggregated by major services line and primary geographical market:
10
DOUGLAS ELLIMAN INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(Dollars in Thousands, Except Per Share Amounts)
Unaudited
| Three Months Ended June 30, 2025 | |||||||||||||||||||||||||||||||||||
| New York City | Northeast | Southeast | West | Total | |||||||||||||||||||||||||||||||
Revenues: | |||||||||||||||||||||||||||||||||||
| Commission and other brokerage income - existing home sales | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||
| Commission and other brokerage income - development marketing | |||||||||||||||||||||||||||||||||||
| Property management revenue | |||||||||||||||||||||||||||||||||||
| Escrow and title fees | |||||||||||||||||||||||||||||||||||
| Total revenue | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||
| Three Months Ended June 30, 2024 | |||||||||||||||||||||||||||||||||||
| New York City | Northeast | Southeast | West | Total | |||||||||||||||||||||||||||||||
Revenues: | |||||||||||||||||||||||||||||||||||
| Commission and other brokerage income - existing home sales | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||
| Commission and other brokerage income - development marketing | |||||||||||||||||||||||||||||||||||
| Property management revenue | |||||||||||||||||||||||||||||||||||
| Escrow and title fees | |||||||||||||||||||||||||||||||||||
| Total revenue | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||
| Six Months Ended June 30, 2025 | |||||||||||||||||||||||||||||||||||
| New York City | Northeast | Southeast | West | Total | |||||||||||||||||||||||||||||||
Revenues: | |||||||||||||||||||||||||||||||||||
| Commission and other brokerage income - existing home sales | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||
| Commission and other brokerage income - development marketing | |||||||||||||||||||||||||||||||||||
| Property management revenue | |||||||||||||||||||||||||||||||||||
| Escrow and title fees | |||||||||||||||||||||||||||||||||||
| Total revenue | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||
| Six Months Ended June 30, 2024 | |||||||||||||||||||||||||||||||||||
| New York City | Northeast | Southeast | West | Total | |||||||||||||||||||||||||||||||
Revenues: | |||||||||||||||||||||||||||||||||||
| Commission and other brokerage income - existing home sales | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||
| Commission and other brokerage income - development marketing | |||||||||||||||||||||||||||||||||||
| Property management revenue | |||||||||||||||||||||||||||||||||||
| Escrow and title fees | |||||||||||||||||||||||||||||||||||
| Total revenue | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||
Contract Balances
The following table provides information about contract assets and contract liabilities from development marketing and commercial leasing contracts with customers:
11
DOUGLAS ELLIMAN INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(Dollars in Thousands, Except Per Share Amounts)
Unaudited
| June 30, 2025 | December 31, 2024 | ||||||||||
| Receivables, which are included in receivables | $ | $ | |||||||||
| Contract assets, net, which are included in other current assets | |||||||||||
| Contract assets, net, which are in other assets | |||||||||||
| Payables, which are included in commissions payable | |||||||||||
| Contract liabilities, which are in current liabilities | |||||||||||
| Contract liabilities, which are in other liabilities | |||||||||||
The Company recognized revenue of $4,465 and $10,846 for the three and six months ended June 30, 2025, respectively, that were included in the contract liabilities balances at December 31, 2024. The Company recognized revenue of $3,053 and $4,216 for the three and six months ended June 30, 2024, respectively, that were included in the contract liabilities balances at December 31, 2023.
3. CURRENT EXPECTED CREDIT LOSSES
Real estate broker agent receivables: Douglas Elliman Realty is exposed to credit losses for various amounts due from real estate agents, which are included in Agent receivables, net on the condensed consolidated balance sheets, net of an allowance for credit losses. The Company estimates its allowance for credit losses on receivables from agents based on an evaluation of aging of receivables from agents, agent sales in pipeline, any security, specific exposures, historical experience of collections from the individual agents, and current and expected future market trends. The Company estimated that the credit losses for these receivables were $5,890 and $4,783 at June 30, 2025 and December 31, 2024, respectively.
The following table summarizes changes in the allowance for credit losses for the six months ended June 30, 2025:
| January 1, 2025 | Current Period Provision | Write-offs | Recoveries | June 30, 2025 | |||||||||||||||||||||||||
| Allowance for credit losses: | |||||||||||||||||||||||||||||
| Real estate broker agent receivables | $ | $ | (1) | $ | $ | $ | |||||||||||||||||||||||
_____________________________
(1) The current period provision for the real estate broker agent receivables is included in “General and administrative expenses” in the Company’s condensed consolidated statements of operations.
The following table summarizes changes in the allowance for credit losses for the six months ended June 30, 2024:
| January 1, 2024 | Current Period Provision | Write-offs | Recoveries | June 30, 2024 | |||||||||||||||||||||||||
| Allowance for credit losses: | |||||||||||||||||||||||||||||
| Real estate broker agent receivables | $ | $ | (1) | $ | $ | $ | |||||||||||||||||||||||
_____________________________
(1) The current period provision for the real estate broker agent receivables is included in “General and administrative expenses” in the Company’s condensed consolidated statements of operations.
12
DOUGLAS ELLIMAN INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(Dollars in Thousands, Except Per Share Amounts)
Unaudited
4. LEASES
The Company has operating leases for corporate and sales offices and equipment. The components of lease expense were as follows:
| Three Months Ended | Six Months Ended | |||||||||||||||||||||||||
| June 30, | June 30, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| Operating lease cost | $ | $ | $ | $ | ||||||||||||||||||||||
| Short-term lease cost | ||||||||||||||||||||||||||
| Variable lease cost | ||||||||||||||||||||||||||
| Less: Sublease income | ( | ( | ( | ( | ||||||||||||||||||||||
| Total lease cost | $ | $ | $ | $ | ||||||||||||||||||||||
Supplemental cash flow information related to leases was as follows:
| Six Months Ended | |||||||||||
| June 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Cash paid for amounts included in measurement of lease liabilities: | |||||||||||
| Operating cash flows from operating leases | $ | $ | |||||||||
| Right-of-use assets obtained in exchange for lease obligations: | |||||||||||
| Operating leases | $ | $ | |||||||||
Supplemental balance sheet information related to leases was as follows:
| June 30, | December 31, | ||||||||||||||||
| 2025 | 2024 | ||||||||||||||||
| Weighted average remaining lease term: | |||||||||||||||||
| Operating leases | |||||||||||||||||
| Weighted average discount rate: | |||||||||||||||||
| Operating leases | % | % | |||||||||||||||
| Operating Leases | ||||||||
| Period Ending December 31: | ||||||||
Remainder of 2025 | $ | |||||||
2026 | ||||||||
2027 | ||||||||
2028 | ||||||||
2029 | ||||||||
2030 | ||||||||
| Thereafter | ||||||||
| Total lease payments | ||||||||
| Less imputed interest | ( | |||||||
| Total | $ | |||||||
As of June 30, 2025, the Company had a $2,020 undiscounted lease payment relating to a real estate lease that has not yet commenced. The operating lease will commence in the second half of 2025 with a lease term of approximately 10.3 years.
13
DOUGLAS ELLIMAN INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(Dollars in Thousands, Except Per Share Amounts)
Unaudited
5. LONG-TERM INVESTMENTS
Long-term investments consisted of the following:
| June 30, 2025 | December 31, 2024 | ||||||||||
| PropTech convertible trading debt securities | $ | $ | |||||||||
Long-term investment securities at fair value (1) | |||||||||||
| PropTech investments at cost | |||||||||||
| PropTech investments under equity method | |||||||||||
| Total investments | |||||||||||
Less PropTech current convertible trading debt securities (2) | |||||||||||
Less PropTech investments accounted for under the equity method (3) | |||||||||||
| Total long-term investments | $ | $ | |||||||||
_____________________________
(1) These assets are measured at net asset value (“NAV”) as a practical expedient under ASC 820.
(2) These amounts are included in “Other current assets” on the condensed consolidated balance sheets.
(3) These amounts are included in “Equity-method investments” on the condensed consolidated balance sheets.
Net realized and unrealized losses recognized on long-term investment securities were as follows:
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| June 30, | June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Net realized losses recognized on PropTech convertible trading debt securities | $ | ( | $ | $ | ( | $ | |||||||||||||||||
Net unrealized (losses) gains recognized on long-term investments at fair value | ( | ( | |||||||||||||||||||||
| Net gains recognized on long-term investment securities without a readily determinable fair value that does not qualify for the NAV practical expedient | |||||||||||||||||||||||
| Net realized and unrealized (losses) gains recognized on long-term investment securities | $ | ( | $ | $ | ( | $ | |||||||||||||||||
(a) PropTech Convertible Trading Debt Securities:
These securities are classified as trading debt securities and are accounted for at fair value. The remaining convertible note matures in February 2027.
(b) Long-Term Investment Securities at Fair Value:
The following is a summary of unrealized (losses) gains recognized in net loss on long-term investment securities at fair value during the three and six months ended June 30, 2025 and 2024, respectively:
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| June 30, | June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
Net unrealized (losses) gains recognized on long-term investments at fair value | $ | ( | $ | $ | ( | $ | |||||||||||||||||
The Company has unfunded commitments of $505 related to long-term investment securities at fair value as of June 30, 2025.
(c) Equity Securities Without Readily Determinable Fair Values That Do Not Qualify for the NAV Practical Expedient
Equity securities without readily determinable fair values that do not qualify for the NAV practical expedient consisted of investments in various limited liability companies as of June 30, 2025. The total carrying value of equity securities without
14
DOUGLAS ELLIMAN INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(Dollars in Thousands, Except Per Share Amounts)
Unaudited
readily determinable fair values that do not qualify for the NAV practical expedient was $6,400 not record an impairment expense for the six months ended June 30, 2025.
6. EQUITY METHOD INVESTMENTS
Equity method investments consisted of the following:
| June 30, 2025 | December 31, 2024 | ||||||||||
| Ancillary services ventures | $ | $ | |||||||||
At June 30, 2025, the Company’s ownership percentages in these investments ranged from 5.3 % to 50.0 %. Due to the Company’s ability to exercise significant influence, but not control, the Company applies the equity method of accounting for these investments.
VIE Consideration:
The Company has determined that the Company is not the primary beneficiary of any of its equity method investments because it does not control the activities that most significantly impact the economic performance of each investment. The Company determined that the entities were VIEs but the Company was not the primary beneficiary. Therefore, the Company’s equity method investments have been accounted for under the equity method of accounting.
Maximum Exposure to Loss:
The Company’s maximum exposure to loss from its equity method investments consists of the net carrying value of the investments adjusted for any future capital commitments and/or guarantee arrangements. The maximum exposure to loss was $2,219 as of June 30, 2025.
7. NOTES PAYABLE AND OTHER OBLIGATIONS
Notes payable and other obligations consisted of:
| June 30, 2025 | December 31, 2024 | ||||||||||
Convertible Notes, net of unamortized discount of $ | $ | $ | |||||||||
Aggregate carrying value | $ | $ | |||||||||
*The fair value of the derivatives embedded within the 7.0 % Convertible Note ($47,968 at June 30, 2025 and $30,253 at December 31, 2024), is separately classified as a derivative liability in the condensed consolidated balance sheets.
On July 2, 2024, the Company, Alter Domus (US) LLC, as collateral agent, and entities (the “Purchasers”) advised or managed by Kennedy Lewis Investment Management LLC entered into a Securities Purchase Agreement, pursuant to which the Company agreed to issue and sell to the Purchasers, and the Purchasers agreed to purchase from the Company, $50,000 aggregate principal amount of the Company’s newly issued senior secured convertible promissory notes due July 2, 2029 (the “Convertible Notes”) in a private placement transaction in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended. The Company intends to use the net proceeds from the sale of the Convertible Notes for general corporate purposes. The issuance and sale of the Convertible Notes contemplated by the Purchase Agreement were consummated on July 2, 2024.
The Convertible Notes bear interest at a rate of 7.0 % per annum payable in cash, or, at the Company’s election, 8.0 % per annum paid in kind, due semi-annually. The maturity date of the Convertible Notes is July 2, 2029.
The Purchasers have the right to elect at any time to convert the Convertible Notes into shares of the Company’s common stock at an initial conversion price equal to $1.50 per share of common stock, so long as the aggregate number of shares of
15
DOUGLAS ELLIMAN INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(Dollars in Thousands, Except Per Share Amounts)
Unaudited
common stock beneficially owned by such Purchaser (together with its affiliates) would not exceed 4.99 % (the “Beneficial Ownership Limitation”) of the number of shares of common stock outstanding immediately after giving effect to the conversion, as such percentage ownership is determined in accordance with the terms of the Convertible Note. The Purchasers have the right to increase or decrease the Beneficial Ownership Limitation upon no less than 61 days’ prior written notice to the Company, provided that the Beneficial Ownership Limitation may in no event exceed 24.99 % of the number of shares of common stock outstanding immediately after giving effect to the conversion. The initial conversion price of the Convertible Notes represents a premium of approximately 19 % to the last reported sale price of the common stock on the New York Stock Exchange on July 1, 2024. The conversion price will be subject to certain customary anti-dilution adjustments. Assuming the Convertible Notes are converted in full (without issuance of any make-whole shares) and based on the current number of shares of common stock outstanding, the Purchasers would beneficially own approximately 27 % of the shares of common stock outstanding on an as-converted basis.
The Convertible Notes are senior secured obligations of the Company and are guaranteed by certain of the Company’s direct and indirect subsidiaries (the “Subsidiary Guarantors”) and secured by first priority security interests in substantially all of the assets of the Company and the Subsidiary Guarantors, subject to customary exceptions.
On or after July 2, 2027, the Company will have the right to redeem up to one-third of the initial outstanding principal and capitalized interest of the Convertible Notes (the “Redemption Amount”) in cash if the last reported sale price of the common stock equals or exceeds 200 % of the conversion price then in effect for at least 20 trading days (whether or not consecutive) in a 30 -day trading period. On or after January 2, 2028, the Company will have the right to redeem the Redemption Amount in cash if the last reported sale price of the common stock equals or exceeds 225 % of the conversion price then in effect for at least 20 trading days (whether or not consecutive) in a 30 -day trading period. On or after July 2, 2028, the Company will have the right to redeem the Redemption Amount in cash if the last reported sale price of the common stock equals or exceeds 250 % of the conversion price then in effect for at least 20 trading days (whether or not consecutive) in a 30 -day trading period. The Company may not redeem more than the Redemption Amount in any rolling six-month period after July 2, 2027. In each case, such optional redemption would entitle the holder of the Convertible Notes to convert into shares of common stock calculated pursuant to a customary make-whole table prior to the applicable redemption date.
In the event of certain major transactions, the Company will be required to repay the Convertible Notes on the date on which such transaction occurs at a price equal to the greater of (i) the outstanding principal and capitalized interest on the Convertible Note plus a make-whole premium and (ii) the sum of (a) the fair market value of the as-converted amount of the Convertible Note for common stock plus (b) the fair market value of additional make-whole shares calculated pursuant to a customary make-whole table. In the event of a major transaction triggered by (i) the common stock or, following an earlier merger, consolidation or similar transaction, the equity securities of a successor entity, ceasing to be listed on a national trading market or (ii) the sale of the Company’s property management business, the Purchasers may decline to be repaid.
In addition, upon certain fundamental transactions that do not result in the foregoing major transactions, the right to convert the Convertible Notes into shares of common stock will be converted into the right to receive the shares of a successor entity, if any, or the Company and any additional consideration receivable as a result of such transaction.
The Purchase Agreement also contains certain affirmative and negative covenants (including restrictions on the Company’s ability to incur indebtedness, permit liens, make dividends or distributions, consummate investments and consummate certain affiliate transactions). In addition, pursuant to the Purchase Agreement, if the Company’s Condensed Consolidated Adjusted EBITDA (as defined in the Purchase Agreement) for any two consecutive fiscal quarters from and after the fiscal quarter commencing July 1, 2024 is less than $0 , the Company will be required to maintain Liquidity (as defined in the Purchase Agreement) of at least $20,000 as of the end of each calendar month until such time as the Company’s Condensed Consolidated Adjusted EBITDA is greater than $0 at the end of any subsequent fiscal quarter. The Company was in compliance with all covenants as of June 30, 2025.
The Convertible Notes provide for customary events of default which include (subject in certain cases to customary grace and cure periods), among others, the following: nonpayment of principal or interest, breach of covenants or other agreements in the Purchase Agreement and Convertible Notes, certain bankruptcy or insolvency events, the failure of the common stock to be eligible for listing or quotation on a national trading market and the failure of the Company to file certain required reports under the Exchange Act of 1934, as amended (the “Exchange Act”). Upon an event of default, the holders of the Convertible Notes
16
DOUGLAS ELLIMAN INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(Dollars in Thousands, Except Per Share Amounts)
Unaudited
may declare the outstanding principal amount of the Convertible Notes plus accrued and unpaid interest immediately due and payable. In addition, after the occurrence of any Event of Default that results in the eventual acceleration of any Convertible Notes, such Convertible Notes bear an additional rate of interest equal to 1.0 % per annum.
Embedded Derivatives on the Convertible Debt:
The Company determined that the conversion feature meets the definition of a derivative liability. The Company separated the derivative liability from the host debt instrument based on the fair value of the derivative liability. In accordance with authoritative guidance on accounting for derivatives and hedging, the Company has bifurcated these embedded derivatives and estimated the fair value of the embedded derivative liability based on a third-party valuation. The resulting discount created by allocating a portion of the issuance proceeds to the embedded derivative is then amortized to interest expense over the term of the debt using the effective interest method. Changes to the fair value of these embedded derivatives are reflected quarterly in the Company’s condensed consolidated statements of operations as “Change in fair value of derivatives embedded within convertible debt.” The value of the embedded derivatives is contingent on changes in interest rates, the Company’s stock price, stock price volatility, and the Company’s dividend yield over the term of the debt.
A summary of non-cash interest expense associated with the amortization of the debt discount created by the embedded derivative liability associated with the Company’s convertible debt is as follows:
| Three Months Ended | Six Months Ended | |||||||||||||||||||||||||
| June 30, | June 30, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| Convertible Notes | $ | $ | $ | $ | ||||||||||||||||||||||
| Interest expense associated with embedded derivatives | $ | $ | $ | $ | ||||||||||||||||||||||
A summary of non-cash changes in fair value of derivatives embedded within convertible debt is as follows:
| Three Months Ended | Six Months Ended | |||||||||||||||||||||||||
| June 30, | June 30, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| Convertible Notes | $ | $ | $ | $ | ||||||||||||||||||||||
| Loss on changes in fair value of derivatives embedded within convertible debt | $ | $ | $ | $ | ||||||||||||||||||||||
Fair Values of Notes Payable and Other Obligations:
The estimated fair value of the Company’s notes payable has been determined by the Company using available market information and appropriate valuation methodologies including the evaluation of the Company’s credit risk. However, considerable judgment is required to develop the estimates of fair value and, accordingly, the estimate presented herein is not necessarily indicative of the amount that could be realized in a current market exchange.
The estimated fair value of the Company’s notes payable is as follows:
| June 30, 2025 | December 31, 2024 | ||||||||||||||||||||||
| Carrying Value | Fair Value | Carrying Value | Fair Value | ||||||||||||||||||||
| Notes payable | $ | $ | $ | $ | |||||||||||||||||||
Notes payable and other obligations | $ | $ | $ | $ | |||||||||||||||||||
Notes payable and other obligations are recorded on the condensed consolidated balance sheets at amortized cost. The determinations of fair values disclosed above would be classified as Level 3 under the fair value hierarchy disclosed in Note 10 if such liabilities were recorded on the condensed consolidated balance sheets at fair value.
Letters of Credit:
As of June 30, 2025 and December 31, 2024, the Company had outstanding $2,990
17
DOUGLAS ELLIMAN INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(Dollars in Thousands, Except Per Share Amounts)
Unaudited
8. CONTINGENCIES
The Company is involved in litigation in the normal course of its business and otherwise. Some claims are covered by the Company’s insurance policies in excess of any applicable retention. Other claims are not covered by the Company’s insurance policies, and the Company seeks contribution toward the payment of costs and expenses from agents for non-covered claims when applicable pursuant to the Company’s agent policies. The Company believes that the resolution of ordinary course matters will not have a material adverse effect on the financial position, results of operations or cash flows of the Company.
In October 2023, individual plaintiffs filed an action on behalf of a putative national class of home sellers from October 2019 through the present in the Western District of Missouri against the National Association of Realtors (“NAR”) and certain real estate brokerage firms, including the Company, alleging anticompetitive behavior in violation of federal antitrust laws arising from NAR’s requirement that sellers’ agents for Multiple Listing Service (“MLS”) listed properties offer to pay a portion of commissions received on the sale of such properties to buyers’ agents (the Gibson case).
Thereafter, additional litigation was filed by other plaintiffs on behalf of putative classes of home sellers from 2019 to the present against certain real estate brokerage firms, including the Company and/or its subsidiaries, alleging anticompetitive behavior, similar to the Gibson case: (i) the March case (November 2023 – Southern District of New York) – a putative class action on behalf of home sellers in Manhattan from November 2019 through the present; (ii) the Friedman case (January 2024 – Southern District of New York) – a putative class action on behalf of home sellers in certain parts of Brooklyn from January 2020 through present; (iii) the Umpa case (December 2023 - Western District of Missouri) – putative class action on behalf of home sellers nationwide (with certain markets excluded) from December 2019 through present, which has now been consolidated into the Gibson case; (iv) the Whaley case (January 2024 - District of Nevada) – putative class action on behalf of home sellers in Nevada from January 2020 through the present, and (v) the Boykin case (February 2024 - District of Nevada) – putative class action on behalf of home sellers in Nevada from February 2020 through the present, which has now been consolidated into the Whaley case.
In April 2024, the Company entered into a settlement agreement (the “Settlement Agreement”) to resolve, on a nationwide basis, the Gibson and Umpa cases (the “Lawsuits”). On April 30, 2024, the Court in the Lawsuits preliminarily approved the settlement, preliminarily certified the proposed settlement class and stayed the cases against the Company pending final approval of the Settlement Agreement.
After preliminary approval, the Company obtained stays of the remaining actions against it, other than the Lutz case described below. The final approval hearing for the settlement took place on October 31, 2024, and on November 4, 2024, the Settlement Agreement received final court approval and became effective as of that date.
The settlement resolves all claims on a nationwide basis by the plaintiffs and proposed settlement class members in the Lawsuits, which includes, but is not limited to, all claims concerning brokerage commissions by the proposed settlement class members that were asserted in other lawsuits against the Company and its subsidiaries (collectively, the “Claims”), and releases the Company, its subsidiaries, and affiliated agents from all Claims. The settlement is not an admission of liability, nor does the Company concede or validate any of the claims asserted against it.
Under the Settlement Agreement, the Company paid $7,750 into an escrow fund on June 12, 2024, and agreed to pay two $5,000 contingent payments subject to certain financial contingencies on or before December 31, 2027 (collectively, the “Settlement Amount”). The contingent payments may be accelerated under certain circumstances. The Company recognized an expense of $17,750 for the year ended December 31, 2024.
In addition, the Company agreed to make certain changes to its business practices and emphasize certain practices that have been a part of the Company’s longstanding policies and practices, including: reminding its brokerages and agents that the Company has no rule requiring agents to make or accept offers of compensation; requiring its brokerages and agents to clearly disclose to clients that commissions are not set by law and are fully negotiable; prohibiting its brokerages and buyer agents from claiming buyer agent services are free; requiring its brokerages and agents to disclose to the buyer the listing broker’s offer of compensation for prospective buyers’ agents as soon as possible; prohibiting its brokerages and agents from using any technology (or manual methods) to sort listings by offers of compensation, unless requested by the client; reminding its brokerages and agents of their obligation to show properties regardless of compensation for buyers’ agents for properties that meet the buyer’s priorities; and developing training materials for its brokerages and agents that support all the practice changes outlined in the injunctive relief.
18
DOUGLAS ELLIMAN INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(Dollars in Thousands, Except Per Share Amounts)
Unaudited
While most of the industry-wide antitrust class action lawsuits launched by plaintiffs on behalf of a putative class of home sellers have been settled (although appeals challenging the settlements are still pending), including those against the Company, certain suits launched by plaintiffs on behalf of a putative class of home buyers are still pending. In November 2023, individual plaintiffs filed an action on behalf of a putative national class of home buyers from 1996 to the present in the Northern District of Illinois against certain real estate brokerage firms (the “Batton II case”), including the Company, alleging anticompetitive behavior similar to the now resolved Gibson case. In June 2024, plaintiffs voluntarily dismissed this action against the Company without prejudice. However, on June 11, 2024, plaintiffs’ counsel from the Batton II case added the Company as a defendant in the Lutz case in the United States District Court for the Southern District of Florida, No. 4:24-cv-10040 (KMM). This case was brought by individual plaintiffs who filed an action on behalf of a putative national class of home buyers from December 1996 through the present against certain real estate brokerage firms, alleging anticompetitive behavior in violation of federal antitrust laws, state antitrust and consumer protection laws, as well as asserting an unjust enrichment claim. The allegations and claims in the Lutz case are similar to the Batton II case. As this case was brought by a putative national class of home buyers, it is not subsumed within the Settlement Agreement resolving the antitrust actions brought by home sellers against the Company, except to the extent that the class includes home buyers who also are part of the home sellers settling class referenced above that released their claims as home buyers. On July 15, 2025, all of the Lutz plaintiffs’ claims against the Company were dismissed. The federal antitrust claim was dismissed with prejudice, and the state antitrust, consumer protection, and unjust enrichment claims were dismissed without prejudice with 21 days to replead. Counsel for the Lutz plaintiffs has indicated their intention to file an amended complaint. The Company has not provided any amounts in the condensed consolidated financial statements for unfavorable outcomes for these industry-wide home buyer antitrust class action lawsuits as management concluded that it is not probable that a loss has been incurred and is unable to reasonably estimate the possible loss or range of loss that could result from an unfavorable outcome of any pending industry-wide home buyer antitrust class action lawsuits.
Litigation is subject to uncertainty, and it is possible that there could be adverse developments in pending cases or that more cases, including antitrust lawsuits, could be commenced. With the commencement of any new case, the defense costs and the risks relating to the unpredictability of litigation increase. Legal defense costs are expensed as incurred. Management reviews on a quarterly basis with counsel all pending litigation and evaluates the probability of a loss being incurred and whether an estimate can be made of the possible loss or range of loss that could result from an unfavorable outcome. An unfavorable outcome or settlement of pending litigation could encourage the commencement of additional litigation. The Company is unable to reasonably estimate the financial impact of these litigation matters. For the three and six months ended June 30, 2025, the Company incurred legal expenses and costs totaling $4,723 and $9,082 (which are included within “General and administrative expenses” on the condensed consolidated statements of operations), respectively. For the three and six months ended June 30, 2024, the Company incurred legal expenses and costs totaling $1,659 and $3,610 , respectively. The Company’s condensed consolidated financial position, results of operations or cash flows could be materially adversely affected from an unfavorable outcome in, or settlement of, any of these matters.
Accounting Policy. The Company and its subsidiaries record provisions in their condensed consolidated financial statements for pending litigation when they determine that an unfavorable outcome is probable and the amount of loss can be reasonably estimated.
19
DOUGLAS ELLIMAN INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(Dollars in Thousands, Except Per Share Amounts)
Unaudited
9. INCOME TAXES
The Company records a valuation allowance to reduce the deferred tax assets reported if, based on the weight of available evidence, it is more likely than not that some portion or all the deferred tax assets will not be realized. The Company did not record a provision for income taxes during the three or six months ended June 30, 2025 because it has established a valuation allowance for the full amount of the deferred tax assets. During the three months ended June 30, 2024, the Company analyzed the likelihood of utilizing its deferred tax assets and determined it will be more likely than not that the benefits of these deductible differences will not be realized, and as a result the Company established a valuation allowance for the full amount of the deferred tax assets and recorded a charge of $503 , which was offset by the income tax benefit computed at the Company’s effective income tax rate of $330 . During the six months ended June 30, 2024, the Company established a valuation allowance for the full amount of the deferred tax assets at December 31, 2023 of $977 and recorded for the full amount of the deferred tax assets of $9,021 , which was offset by the income tax benefit computed at the Company’s effective income tax rate of $8,630 .
10. FAIR VALUE MEASUREMENTS
The Company’s financial assets and liabilities subject to fair value measurements were as follows:
| Fair Value Measurements as of June 30, 2025 | ||||||||||||||||||||||||||||||||||||||
| Description | Total | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | Total Gains (Losses) | |||||||||||||||||||||||||||||||||
| Assets: | ||||||||||||||||||||||||||||||||||||||
Money market funds (1) | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
U.S. treasury bills (2) | ||||||||||||||||||||||||||||||||||||||
Certificates of deposit (3) | ||||||||||||||||||||||||||||||||||||||
| Long-term investments | ||||||||||||||||||||||||||||||||||||||
| PropTech convertible trading debt securities | ||||||||||||||||||||||||||||||||||||||
Long-term investment securities at fair value (4) | ||||||||||||||||||||||||||||||||||||||
| Total long-term investments | ||||||||||||||||||||||||||||||||||||||
| Total assets | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| Liabilities: | ||||||||||||||||||||||||||||||||||||||
| Fair value of derivatives embedded within convertible debt | ( | |||||||||||||||||||||||||||||||||||||
Total liabilities | $ | $ | $ | $ | $ | ( | ||||||||||||||||||||||||||||||||
_____________________________
(1)Amounts included in Cash and cash equivalents on the condensed consolidated balance sheets, except for $5,892 that is included in current restricted cash and cash equivalents and $2,483 that is included in non-current restricted assets within Other assets.
(2)$43,813 included in Cash and cash equivalents.
(3)$345 included in other current assets and $162 included in other assets on the condensed consolidated balance sheets.
(4)In accordance with Subtopic 820-10, investments that are measured at fair value using the NAV practical expedient are not classified in the fair value hierarchy.
20
DOUGLAS ELLIMAN INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(Dollars in Thousands, Except Per Share Amounts)
Unaudited
| Fair Value Measurements as of December 31, 2024 | ||||||||||||||||||||||||||||||||||||||
| Description | Total | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | Total Gains (Losses) | |||||||||||||||||||||||||||||||||
| Assets: | ||||||||||||||||||||||||||||||||||||||
Money market funds (1) | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
U.S. treasury bills (2) | ||||||||||||||||||||||||||||||||||||||
Certificates of deposit (3) | ||||||||||||||||||||||||||||||||||||||
| PropTech convertible trading debt securities | ||||||||||||||||||||||||||||||||||||||
| Long-term investments | ||||||||||||||||||||||||||||||||||||||
Long-term investment securities at fair value (4) | ||||||||||||||||||||||||||||||||||||||
| Total long-term investments | ||||||||||||||||||||||||||||||||||||||
| Total assets | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
Liabilities: | ||||||||||||||||||||||||||||||||||||||
Fair value of derivatives embedded within convertible debt | ( | |||||||||||||||||||||||||||||||||||||
Total liabilities | $ | $ | $ | $ | $ | ( | ||||||||||||||||||||||||||||||||
| Nonrecurring fair value measurements | ||||||||||||||||||||||||||||||||||||||
Long-term investments (5) | $ | $ | $ | ( | ||||||||||||||||||||||||||||||||||
| $ | $ | $ | ( | |||||||||||||||||||||||||||||||||||
_____________________________
(1)Amounts included in Cash and cash equivalents on the condensed consolidated balance sheets, except for $4,081 that is included in current restricted assets and $2,483 that is included in non-current restricted assets within Other assets.
(2)$42,940 included in Cash and cash equivalents and $9,804 included in investment securities at fair value.
(3)$345 included in other current assets and $162 included in other assets on the condensed consolidated balance sheets.
(4)In accordance with Subtopic 820-10, investments that are measured at fair value using the NAV practical expedient are not classified in the fair value hierarchy.
(5)Long-term investments with a carrying amount of $489 were written down to their fair value of $0 , resulting in an impairment charge of $489 , which was included in earnings.
The fair value of the Level 2 certificates of deposit is based on the discounted value of contractual cash flows. The discount rate is the rate offered by the financial institution.
The fair values of the Level 3 PropTech convertible trading debt securities were derived using a discounted cash flow model utilizing a probability-weighted expected return method based on the probabilities of different potential outcomes for the convertible trading debt securities.
The long-term investments are based on NAV per share provided by the partnerships based on the indicated market value of the underlying assets or investment portfolio. In accordance with Subtopic 820-10, these investments are not classified under the fair value hierarchy disclosed above because they are measured at fair value using the NAV practical expedient.
The fair value of derivatives embedded within the convertible debt and the fair value of the convertible debt itself was derived using a binomial lattice valuation model. These derivatives have been classified as Level 3. Changes in the fair value of the derivatives embedded with the convertible debt are presented in the condensed consolidated statements of operations. The value of the embedded derivatives is contingent on changes in interest rates, the Company’s stock price, stock price volatility, and the Company’s dividend yield. The Company’s stock price, volatility, and dividend yield are based on market observable inputs. The interest rate component of the value of the note is computed by calibrating the yield as of the issuance date, such that the value of the convertible note is equal to the principal net of the original issue discount. This yield is adjusted by the change in spreads from the discount curve equivalent to the Company’s implied credit rating.
21
DOUGLAS ELLIMAN INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(Dollars in Thousands, Except Per Share Amounts)
Unaudited
The changes in the fair value of the Level 3 assets as of June 30, 2025 were as follows:
| 2025 | |||||||||||
| Balance as of January 1 | $ | ||||||||||
Change in fair value of PropTech convertible trading debt securities | ( | ||||||||||
| Balance as of June 30 | $ | ||||||||||
The changes in the fair value of the Level 3 liabilities as of June 30, 2025 were as follows:
| 2025 | |||||||||||
| Balance as of January 1 | $ | ||||||||||
| Change in fair value of derivatives embedded within convertible debt | |||||||||||
| Balance as of June 30 | $ | ||||||||||
The unobservable inputs related to the valuations of the Level 3 assets and liabilities were as follows as of June 30, 2025:
| Quantitative Information about Level 3 Fair Value Measurements | ||||||||||||||||||||||||||
| Fair Value at | ||||||||||||||||||||||||||
| June 30, 2025 | Valuation Technique | Unobservable Input | Range (Actual) | |||||||||||||||||||||||
| PropTech convertible trading debt securities | $ | Discounted cash flow | Interest rate | |||||||||||||||||||||||
| Maturity | Feb 2027 | |||||||||||||||||||||||||
| Volatility | ||||||||||||||||||||||||||
| Discount rate | ||||||||||||||||||||||||||
| Fair value of derivatives embedded within convertible debt | $ | Binomial Lattice Model | Assumed annual stock dividend | % | ||||||||||||||||||||||
| Assumed annual cash dividend | % | |||||||||||||||||||||||||
| Stock price | ||||||||||||||||||||||||||
| Volatility | % | |||||||||||||||||||||||||
| Risk-free rate | % | |||||||||||||||||||||||||
| Implied credit spread | % | |||||||||||||||||||||||||
22
DOUGLAS ELLIMAN INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(Dollars in Thousands, Except Per Share Amounts)
Unaudited
The unobservable inputs related to the valuations of the Level 3 assets and liabilities were as follows as of December 31, 2024:
| Quantitative Information about Level 3 Fair Value Measurements | ||||||||||||||||||||||||||
| Fair Value at | ||||||||||||||||||||||||||
| December 31, 2024 | Valuation Technique | Unobservable Input | Range (Actual) | |||||||||||||||||||||||
| PropTech convertible trading debt securities | $ | Discounted cash flow | Interest rate | |||||||||||||||||||||||
| Maturity | Feb 2025 | |||||||||||||||||||||||||
| Volatility | ||||||||||||||||||||||||||
| Discount rate | ||||||||||||||||||||||||||
| Fair value of derivatives embedded within convertible debt | $ | Binomial Lattice Model | Assumed annual stock dividend | % | ||||||||||||||||||||||
| Assumed annual cash dividend | % | |||||||||||||||||||||||||
| Stock price | ||||||||||||||||||||||||||
| Volatility | % | |||||||||||||||||||||||||
| Risk-free rate | % | |||||||||||||||||||||||||
| Implied credit spread | % | |||||||||||||||||||||||||
In addition to assets and liabilities that are recorded at fair value on a recurring basis, the Company is required to record assets and liabilities at fair value on a nonrecurring basis. Generally, assets and liabilities are recorded at fair value on a nonrecurring basis because of impairment charges. The Company had no nonrecurring nonfinancial assets subject to fair value measurements as of June 30, 2025 and December 31, 2024.
23
DOUGLAS ELLIMAN INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(Dollars in Thousands, Except Per Share Amounts)
Unaudited
11. SEGMENT INFORMATION
Prior to January 1, 2025 (including, for the three and six months ended June 30, 2024 and year ended December 31, 2024), the Company’s reportable segments were Real Estate Brokerage and Corporate Activities and Other, which consisted of the operations of our holding company which included the Company’s investment business that invests in select PropTech opportunities through our DOUG Ventures subsidiary. Effective on January 1, 2025, the Company is now managed as a single operating and reporting segment.
Previous reportable segments were recast because our chief executive officer (“CEO”), who became CEO in October 2024 and acts as the chief operating decision maker (“CODM”), began reviewing the operating performance of the Company as a whole, instead of on a segment basis as was done prior to January 1, 2025.
Furthermore, the CODM now evaluates the operating results and revenue of the Company as total real estate services, including PropTech investments, to make decisions. This change led to revisions in the nature and substance of information regularly provided to and used by the CODM and served to align our reported results to evaluate the performance of our businesses and related trends. The CODM uses and compares results, which includes operating loss and investment and other income, to prior periods and, based on these results, assesses performance and identifies trends of ongoing operations.
As the Company is now managed as a single operating and reportable segment, the measure of segment profit or loss is the condensed consolidated net loss. The measure of segment assets is reported on the Company’s condensed consolidated balance sheets.
As a result, beginning in the first quarter of 2025, the Company began to report our financial results as a single reportable segment. Presentation of the Company’s financial information for the three and six months ended June 30, 2025 and 2024, and year ended December 31, 2024 is reported as one
24
DOUGLAS ELLIMAN INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(Dollars in Thousands, Except Per Share Amounts)
Unaudited
Financial information for the Company’s revenue and expenses for the three and six months ended June 30, 2025 and 2024 were as follows:
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| June 30, | June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
Total Revenue | $ | $ | $ | $ | |||||||||||||||||||
Operating expenses: | |||||||||||||||||||||||
Real estate agent commissions | |||||||||||||||||||||||
Sales and marketing | |||||||||||||||||||||||
Operations and support | |||||||||||||||||||||||
General and administrative | |||||||||||||||||||||||
Technology | |||||||||||||||||||||||
Depreciation and amortization | |||||||||||||||||||||||
Antitrust litigation settlement expense | |||||||||||||||||||||||
Restructuring | |||||||||||||||||||||||
Operating loss | ( | ( | ( | ( | |||||||||||||||||||
Other income (expenses): | |||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||
| Interest income | |||||||||||||||||||||||
Equity in earnings (losses) from equity-method investments | ( | ( | |||||||||||||||||||||
| Change in fair value of derivative embedded within convertible debt | ( | ( | |||||||||||||||||||||
Investment and other (losses) gains | ( | ( | |||||||||||||||||||||
Loss before provision for income tax | ( | ( | ( | ( | |||||||||||||||||||
| Income tax expense | |||||||||||||||||||||||
| Net loss | ( | ( | ( | ( | |||||||||||||||||||
Net (income) loss attributed to non-controlling interest | ( | ||||||||||||||||||||||
| Net loss attributed to Douglas Elliman Inc. | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
For the three months ended June 30, 2025, $1,856 of stock-based compensation is included within General and administrative expenses and $268 is included within Operations and support expenses on the condensed consolidated statements of operations. For the three months ended June 30, 2024, $3,209 of stock-based compensation is included within General and administrative expenses and $266 is included within Operations and support expenses on the condensed consolidated statements of operations.
For the six months ended June 30, 2025, $3,626 of stock-based compensation is included within General and administrative expenses and $533 is included within Operations and support expenses on the condensed consolidated statements of operations. For the six months ended June 30, 2024, $6,308 of stock-based compensation is included within General and administrative expenses and $522 is included within Operations and support expenses on the condensed consolidated statements of operations.
The Company’s identifiable assets and capital expenditures for June 30, 2025 and December 31, 2024 were as follows:
| Six Months Ended June 30, 2025 | ||||||||
Identifiable assets | $ | |||||||
| Capital expenditures | $ | |||||||
| Year Ended December 31, 2024 | ||||||||
Identifiable assets | $ | |||||||
| Capital expenditures | $ | |||||||
25
DOUGLAS ELLIMAN INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(Dollars in Thousands, Except Per Share Amounts)
Unaudited
12. ESCROW FUNDS IN HOLDING
As a service to its customers, Portfolio Escrow Inc., a subsidiary of the Company, administers escrow and trust deposits which represent undisbursed amounts received for the settlement of real estate transactions. Deposits at FDIC-insured institutions are insured up to $250. Portfolio Escrow Inc. had escrow funds on deposit in the amount of $53,674 and $37,967 as of June 30, 2025 and December 31, 2024, respectively, and corresponding escrow funds in holding of the same amount. These deposits are not assets of Portfolio Escrow Inc., the subsidiary of the Company (and, therefore, are excluded from the accompanying condensed consolidated balance sheets).
26
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Dollars in Thousands, Except Per Share Amounts or Stated Otherwise)
The following discussion should be read in conjunction with our Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) and Audited Consolidated Financial Statements as of and for the year ended December 31, 2024 and Notes thereto, included in our Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Annual Report”), and our Condensed Consolidated Financial Statements and related Notes as of and for the three and six months ended June 30, 2025. Any forward-looking statements are not historical facts, but rather are based on current expectations, estimates, assumptions and projections about our industry, business and future financial results. Any forward-looking statements are subject to several important factors, including those factors discussed under “Risk Factors” in our 2024 Annual Report and this Quarterly Report and “Special Note on Forward-Looking Statements,” that could cause our actual results to differ materially from those indicated in such forward-looking statements. References to “Douglas Elliman” or “Company” refer to Douglas Elliman Inc. Certain references to “Douglas Elliman Realty” refer to the Company’s residential real estate brokerage business, including the operations of Douglas Elliman Realty, LLC and Douglas Elliman of California Inc., unless otherwise specified.
Overview
Douglas Elliman Realty operates the largest residential brokerage company in the New York metropolitan area and also conducts residential real estate brokerage operations in Florida, California, Texas, Colorado, Nevada, Massachusetts, Connecticut, Maryland, Virginia, Washington, D.C., Arizona, New Hampshire and Michigan. We also operate our investment business that invests in select PropTech opportunities through our DOUG Ventures (f/k/a New Valley Ventures LLC) subsidiary.
Change in Reportable Segments
Beginning in the first quarter of 2025, our business began to report our financial results as a single reportable segment. Presentation of our financial information for the three and six months ended June 30, 2025 and 2024, and year ended December 31, 2024 is reported as one segment. The accounting policies of the segment are the same as those described in the summary of significant accounting policies. Prior period information has been recast to conform to the current presentation. For more information, see Note 11. “Segment Information” to our condensed consolidated financial statements.
Key Business Metrics and Non-GAAP Financial Measures
In addition to our financial results, we use the following business metrics to evaluate our business and identify trends affecting our business. To evaluate our operating performance, we also use Adjusted EBITDA attributed to Douglas Elliman, Adjusted EBITDA attributed to Douglas Elliman Margin and financial measures for the last twelve months ended June 30, 2025 (“Non-GAAP Financial Measures”), which are financial measures not prepared in accordance with GAAP.
Key Business Metrics
| Last twelve months ended | Six months ended June 30, | Year ended December 31, 2024 | |||||||||||||||||||||
| June 30, 2025 | 2025 | 2024 | |||||||||||||||||||||
Total transactions (1) | 21,857 | 10,438 | 10,362 | 21,781 | |||||||||||||||||||
Gross transaction value (in billions) (2) | $ | 38.6 | $ | 20.1 | $ | 17.8 | $ | 36.4 | |||||||||||||||
Average transaction value per transaction (in thousands) (3) | $ | 1,767.4 | $ | 1,923.1 | $ | 1,718.7 | $ | 1,669.6 | |||||||||||||||
Number of Principal Agents (4) | 4,714 | 4,714 | 5,107 | 5,264 | |||||||||||||||||||
Annual Retention (5) | 86 | % | N/A | N/A | 89 | % | |||||||||||||||||
| Net loss attributed to Douglas Elliman Inc. | $ | (61,835) | $ | (28,658) | $ | (43,139) | $ | (76,316) | |||||||||||||||
Net loss margin | (5.98) | % | (5.46) | % | (8.88) | % | (7.67) | % | |||||||||||||||
| Adjusted EBITDA attributed to Douglas Elliman | $ | (2,816) | $ | 259 | $ | (14,708) | $ | (17,783) | |||||||||||||||
| Adjusted EBITDA attributed to Douglas Elliman Margin | (0.27) | % | 0.05 | % | (3.03) | % | (1.79) | % | |||||||||||||||
27
_____________________________
(1)We calculate total transactions by taking the sum of all transactions closed that our agent represented the buyer or seller in the purchase or sale of a home (excluding rental transactions). We include a single transaction twice when one or more of our agents represent both the buyer and seller in any given transaction.
(2)Gross transaction value is the sum of all closing sale prices for homes transacted by our agents (excluding rental transactions). We include the value of a single transaction twice when our agents serve both the home buyer and home seller in the transaction.
(3)Average transaction value per transaction is the quotient of (x) gross transaction value divided by (y) total transactions.
(4)The number of Principal Agents is determined as of the last day of the specified period. We use the number of Principal Agents, in combination with our other key business metrics such as total transactions and gross transaction value, as a measure of agent productivity.
(5)Annual Retention is the quotient of (x) the prior year revenue generated by agents retained divided by (y) the prior year revenue generated by all agents. We use Annual Retention as a measure of agent stability.
Non-GAAP Financial Measures
Adjusted EBITDA attributed to Douglas Elliman is a non-GAAP financial measure. Adjusted EBITDA attributed to Douglas Elliman Margin is the quotient of (x) Adjusted EBITDA attributed to Douglas Elliman divided by (y) revenue. Last twelve months financial measures are non-GAAP financial measures that are calculated by reference to the trailing four-quarter performance for the relevant metric.
We believe that Non-GAAP Financial Measures are important measures that supplement analysis of our results of operations and enhance an understanding of our operating performance. We believe Non-GAAP Financial Measures provide a useful measure of operating results unaffected by non-recurring items, differences in capital structures and ages of related assets among otherwise comparable companies. Management uses Non-GAAP Financial Measures as measures to review and assess the operating performance of our business, and management and investors should review both the overall performance (GAAP net income) and the operating performance (Non-GAAP Financial Measures) of our business. While management considers Non-GAAP Financial Measures to be important, they should be considered in addition to, but not as substitutes for or superior to, other measures of financial performance prepared in accordance with GAAP, such as operating income, and net income. In addition, Non-GAAP Financial Measures are susceptible to varying calculations and our measurement of Non-GAAP Financial Measures may not be comparable to those of other companies.
Reconciliations of these non-GAAP measures are provided in the table below (in thousands).
Computation of Adjusted EBITDA attributed to Douglas Elliman
| Last twelve months ended | Six months ended June 30, | Year ended December 31, 2024 | |||||||||||||||||||||||||||
| June 30, 2025 | 2025 | 2024 | |||||||||||||||||||||||||||
| Net loss attributed to Douglas Elliman Inc. | $ | (61,835) | $ | (28,658) | $ | (43,139) | $ | (76,316) | |||||||||||||||||||||
Interest expense | 6,000 | 3,075 | 14 | 2,939 | |||||||||||||||||||||||||
Interest income | (5,715) | (2,620) | (2,438) | (5,533) | |||||||||||||||||||||||||
| Income tax (benefit) expense | (251) | — | 1,368 | 1,117 | |||||||||||||||||||||||||
Net loss attributed to non-controlling interest | (611) | (251) | (326) | (686) | |||||||||||||||||||||||||
| Depreciation and amortization | 7,945 | 4,119 | 3,910 | 7,736 | |||||||||||||||||||||||||
EBITDA | (54,467) | (24,335) | (40,611) | (70,743) | |||||||||||||||||||||||||
Stock-based compensation (a) | 3,903 | 4,159 | 6,830 | 6,574 | |||||||||||||||||||||||||
Equity in (earnings) losses from equity method investments (b) | (250) | (201) | 13 | (36) | |||||||||||||||||||||||||
Change in fair value of derivatives embedded within convertible debt | 32,693 | 17,715 | — | 14,978 | |||||||||||||||||||||||||
Litigation, settlement and related settlement expenses, net (c) | 17,362 | 2,958 | 18,929 | 33,333 | |||||||||||||||||||||||||
Executive severance and separation expense (benefit) (d) | 1,517 | (493) | — | 2,010 | |||||||||||||||||||||||||
| Restructuring | 741 | 298 | 598 | 1,041 | |||||||||||||||||||||||||
Investment and other (gains) losses | (4,601) | 59 | (629) | (5,289) | |||||||||||||||||||||||||
| Adjusted EBITDA | (3,102) | 160 | (14,870) | (18,132) | |||||||||||||||||||||||||
| Adjusted EBITDA attributed to non-controlling interest | 286 | 99 | 162 | 349 | |||||||||||||||||||||||||
| Adjusted EBITDA attributed to Douglas Elliman | $ | (2,816) | $ | 259 | $ | (14,708) | $ | (17,783) | |||||||||||||||||||||
_____________________________
(a)Represents amortization of stock-based compensation. For the last twelve months ended June 30, 2025, $2,828 of stock-based compensation is included within General and administrative expenses and $1,075 is included within Operations and support expenses on the condensed consolidated statements of operations. For the six months ended June 30, 2025, $3,626 of stock-based compensation is included within General and administrative expenses and $533 is included within Operations and support expenses on the condensed consolidated statements of operations. For the six months ended June 30, 2024, $6,308 of stock-based compensation is included within
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General and administrative expenses and $522 is included within Operations and support expenses on the condensed consolidated statements of operations. For the year ended December 31, 2024, $5,510 of stock-based compensation is included within General and administrative expenses and $1,064 is included within Operations and support expenses on the consolidated statements of operations.
(b)Represents equity in (earnings) losses recognized from our investment in an equity method investment that is accounted for under the equity method and is not consolidated in our financial results.
(c)Represents unusual litigation expense, settlement and related expenses incurred in connection with industry-wide antitrust class action lawsuits and other matters related to employees and agents. For the last twelve months and six months ended June 30, 2025, $17,362 and $2,958, net of amounts recovered from insurance, are included within General and administrative expenses on the condensed consolidated statements of operations, respectively. For the six months ended June 30, 2024, we incurred such expenses of $18,929 with $1,179 being included in General and administrative expenses and $17,750 being included in Antitrust litigation settlement expense in the condensed consolidated statement of operations. For the year ended December 31, 2024, we incurred unusual litigation expense, settlement and related expenses, net of $33,333 with $15,583 being included in General and administrative expenses and $17,750 being included in Antitrust litigation settlement expense on the consolidated statement of operations.
(d) For the last twelve months and six months ended June 30, 2025, expense of $1,517 and benefit of $493, net of amounts recovered from insurance, are included within General and administrative expenses on the condensed consolidated statement of operations, respectively. For the year ended December 31, 2024, $2,010 is included within General and administrative expenses on the consolidated statement of operations.
Results of Operations
The following discussion provides an assessment of our results of operations, capital resources and liquidity and should be read in conjunction with our condensed consolidated financial statements and related notes included elsewhere in this report.
The primary components of our operating expenses, the changes, which are described in the following discussion of our results of operations, are summarized below:
•Sales and marketing. Sales and marketing expense consists primarily of marketing and advertising expenses, compensation and other personnel-related costs for employees supporting sales, marketing, expansion and related functions, occupancy-related costs and agent acquisition incentives.
•Operations and support. Operations and support expense consists primarily of compensation and other personnel-related costs for employees supporting agents, third-party consulting and professional services costs (not included in general and administrative or technology), commissions related to escrow transactions, fair value adjustments to contingent consideration for our acquisitions and other related expenses.
•General and administrative. General and administrative expense consists primarily of compensation, stock-based compensation expense and other personnel-related costs for administrative employees, including executives, finance and accounting, legal, human resources, communications, property management and escrow services as well as the occupancy costs for our headquarters and other offices supporting our administrative functions and, for the three and six months ended June 30, 2024, transition service fees paid to our former parent, Vector Group, for the use of office space and employees, professional services fees for legal and finance, insurance expenses and talent acquisition expenses.
•Technology. Technology expense consists primarily of compensation and other personnel-related costs for employees in the product, engineering and technology functions, website hosting expenses, software licenses and equipment, third-party consulting costs, data licenses of PropTech and other related expenses associated with the implementation of our technology initiatives.
As discussed previously, effective on January 1, 2025, we began to report our financial results as a single operating and reportable segment. Therefore, the presentation of our business’s financial information for the three and six months ended June 30, 2025 and 2024 will be reported as one segment. For more information, see Note 11. “Segment Information” to our condensed consolidated financial statements.
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Three months ended June 30, 2025 Compared to the Three months ended June 30, 2024
The following table sets forth our revenue and operating loss for the three months ended June 30, 2025 compared to the three months ended June 30, 2024:
| Three Months Ended June 30, | |||||||||||||||||
| 2025 | 2024 | ||||||||||||||||
| (Dollars in thousands) | |||||||||||||||||
| Revenue | $ | 271,366 | $ | 285,751 | |||||||||||||
| Operating expenses: | |||||||||||||||||
| Real estate agent commissions | $ | 204,594 | $ | 216,457 | |||||||||||||
| Sales and marketing | 20,069 | 22,153 | |||||||||||||||
| Operations and support | 17,775 | 17,999 | |||||||||||||||
| General and administrative | 26,177 | 24,855 | |||||||||||||||
Technology | 5,766 | 5,433 | |||||||||||||||
Depreciation and amortization | 2,219 | 1,929 | |||||||||||||||
Restructuring | 298 | 598 | |||||||||||||||
| Operating loss | (5,532) | (3,673) | |||||||||||||||
Other (expense) income | (17,093) | 2,066 | |||||||||||||||
Loss before provision for income taxes | (22,625) | (1,607) | |||||||||||||||
Income tax expense | — | 173 | |||||||||||||||
Net loss | (22,625) | (1,780) | |||||||||||||||
Net (income) loss attributed to non-controlling interest | (48) | 116 | |||||||||||||||
Net loss attributed to Douglas Elliman Inc. | $ | (22,673) | $ | (1,664) | |||||||||||||
Revenues. Our revenues were $271,366 for the three months ended June 30, 2025 compared to $285,751 for the three months ended June 30, 2024. The $14,385 decline in revenues was primarily due to lower commissions and other brokerage income, which was driven by decreased existing home sales compared to the 2024 period, partially offset by increased revenues from our Development Marketing division. In 2025, we experienced a challenging period in May to early June when our results were negatively impacted by economic pressures, which were driven by geopolitical uncertainties, including global economic policies, as well as industry-specific headwinds related to the continuation of elevated mortgage rates, when compared to recent history. In July 2025, cash receipts from existing home sales were 0.9% more than July 2024; and, total brokerage cash receipts, which include existing home sales and receipts from our Development Marketing division, were 2.3% more than July 2024. Furthermore, July 2025 had 22 sales days, consistent with July 2024.
Our revenues from commission and other brokerage income were $258,016 for the three months ended June 30, 2025 compared to $272,313 for the three months ended June 30, 2024, a decline of $14,297. In the three months ended June 30, 2025, our commission and other brokerage income generated from the sales of existing homes decreased by $7,747 in New York City, $5,210 in the Florida market, $3,630 in the West region and $831 in the Northeast region, compared to the 2024 period. This was offset by an increase in revenues from Development Marketing of $3,121 in the 2025 period compared to the 2024 period.
Operating expenses. Our operating expenses were $276,898 for the three months ended June 30, 2025 compared to $289,424 for the three months ended June 30, 2024. The decline of $12,526 was due primarily to declines in real estate brokerage commissions of $11,863 arising primarily from declines in commissions and other brokerage income.
Real Estate Agent Commissions. As a result of declines in our commissions and other brokerage income, our real estate agent commissions expense was $204,594 for the three months ended June 30, 2025 compared to $216,457 for the three months ended June 30, 2024, representing a decline of $11,863. Real estate agent commissions expense, as a percentage of revenues, decreased to 75.4% for the three months ended June 30, 2025 compared to 75.8% for the three months ended June 30, 2024.
Sales and Marketing. Sales and marketing expenses were $20,069 for the three months ended June 30, 2025 compared to $22,153 for the three months ended June 30, 2024. The decline in expenses is attributable to expense rationalization efforts to streamline our sales and marketing process.
Operations and support. Operations and support expenses were $17,775 for the three months ended June 30, 2025 compared to $17,999 for the three months ended June 30, 2024.
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General and administrative. General and administrative expenses were $26,177 for the three months ended June 30, 2025 compared to $24,855 for the three months ended June 30, 2024.
Technology. Technology expenses were $5,766 for the three months ended June 30, 2025 compared to $5,433 for the three months ended June 30, 2024.
Operating loss. Operating loss was $5,532 for the three months ended June 30, 2025 compared to $3,673 for the same period in 2024. The $1,859 increase in operating loss was primarily due to decreased revenues during the three months ended June 30, 2025.
Other (expense) income. Other expense was $17,093 for the three months ended June 30, 2025 compared to other income of $2,066 for the three months ended June 30, 2024. For the three months ended June 30, 2025, other expense primarily consisted of the $16,969 loss from changes in the fair value of the derivative embedded within convertible debt and interest expense of $1,545. These were partially offset by interest income of $1,259. For the three months ended June 30, 2024, other income primarily consisted of interest income of $1,055 and investment income associated with our PropTech investments of $1,020.
Loss before provision for income taxes. Loss before income taxes was $22,625 and $1,607 for the three months ended June 30, 2025 and 2024, respectively.
Income tax expense. There was no income tax expense for the three months ended June 30, 2025. Income tax expense was $173 for the three months ended June 30, 2024. We calculate our provision for income taxes based upon our estimate of the annual effective income tax rate based on full year projections and apply the annual effective income tax rate against year-to-date pretax income to record income tax expense, adjusted for discrete items, if any. We did not record a provision for income taxes during the three months ending June 30, 2025 because we have established a valuation allowance for the full amount of our deferred tax assets. During the three months ended June 30, 2024, we analyzed the likelihood of utilizing our deferred tax assets and determined it will be more likely than not that the benefits of these deductible differences will not be realized, and as a result we established a valuation allowance for the full amount of the deferred tax assets and recorded a charge of $503, which was offset by the income tax benefit computed at our effective income tax rate of $330. We refine annual estimates as current information becomes available.
Six months ended June 30, 2025 Compared to Six months ended June 30, 2024
The following table sets forth our revenue and operating loss for the six months ended June 30, 2025 compared to the six months ended June 30, 2024:
| Six Months Ended June 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| (Dollars in thousands) | |||||||||||
| Revenue | $ | 524,769 | $ | 485,990 | |||||||
| Operating expenses: | |||||||||||
| Real estate agent commissions | $ | 391,119 | $ | 365,473 | |||||||
| Sales and marketing | 39,808 | 43,451 | |||||||||
| Operations and support | 35,503 | 36,798 | |||||||||
| General and administrative | 53,502 | 51,871 | |||||||||
| Technology | 11,301 | 11,276 | |||||||||
| Depreciation and amortization | 4,119 | 3,910 | |||||||||
| Antitrust litigation settlement expense | — | 17,750 | |||||||||
| Restructuring | 298 | 598 | |||||||||
| Operating loss | (10,881) | (45,137) | |||||||||
Other (expense) income | (18,028) | 3,040 | |||||||||
Loss before provision for income taxes | (28,909) | (42,097) | |||||||||
Income tax expense | — | 1,368 | |||||||||
Net loss | (28,909) | (43,465) | |||||||||
Net loss attributed to non-controlling interest | 251 | 326 | |||||||||
Net loss attributed to Douglas Elliman Inc. | $ | (28,658) | $ | (43,139) | |||||||
Revenues. Our revenues were $524,769 for the six months ended June 30, 2025 compared to $485,990 for the six months ended June 30, 2024. The $38,779 increase in revenues was primarily due to higher commissions and other brokerage income,
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driven by an increased number of transactions and higher transaction values from existing home sales in New York City, the Northeast and Florida markets, as well as an increase in revenue from Development Marketing division compared to the 2024 period.
Our revenues from commission and other brokerage income totaled $499,159 for the six months ended June 30, 2025, compared to $460,578 for the six months ended June 30, 2024, representing an increase of $38,581. In 2025, our commission and other brokerage income from existing homes sales increased by $9,230 in New York City, $7,578 in the Northeast region (excluding New York City) and $6,559 in the Florida market. Additionally, our revenues from Development Marketing increased by $17,701, primarily related to the Florida market during the 2025 period compared to 2024. This was offset by a decline in revenues in the West region of $2,487 in the 2025 period compared to the 2024 period.
Operating expenses. Our operating expenses were $535,650 for the six months ended June 30, 2025, compared to $531,127 for the six months ended June 30, 2024. The $4,523 increase was primarily due to higher real estate brokerage commissions of $25,646 resulting from increased revenues, partially offset by the $17,750 antitrust litigation settlement expense incurred in 2024.
Real Estate Agent Commissions. As a result of increased commissions and other brokerage income, our real estate agent commissions expense was $391,119 for the six months ended June 30, 2025, compared to $365,473 for the six months ended June 30, 2024, representing an increase of $25,646. Real estate agent commissions expense as a percentage of revenues decreased to 74.5% for the six months ended June 30, 2025, compared to 75.2% for the six months ended June 30, 2024. This decline was primarily driven by a higher percentage of commission revenues derived from the Development Marketing division.
Sales and Marketing. Sales and marketing expenses were $39,808 for the six months ended June 30, 2025, compared to $43,451 for the six months ended June 30, 2024. The decline in expenses is attributable to expense rationalization efforts to streamline our sales and marketing process.
Operations and support. Operations and support expenses were $35,503 for the six months ended June 30, 2025, compared to $36,798 for the six months ended June 30, 2024.
General and administrative. General and administrative expenses were $53,502 for the six months ended June 30, 2025, compared to $51,871 for the six months ended June 30, 2024.
Technology. Technology expenses were $11,301 for the six months ended June 30, 2025, compared to $11,276 for the six months ended June 30, 2024.
Operating loss. Operating loss was $10,881 for the six months ended June 30, 2025, compared to $45,137 for the six months ended June 30, 2024. The $34,256 decrease in operating loss was primarily due to increased revenues, partially offset by higher commission expenses and the $17,750 antitrust litigation settlement expense incurred in 2024.
Other (expense) income. Other expense was $18,028 for the six months ended June 30, 2025, compared to other income of $3,040 for the six months ended June 30, 2024. For the six months ended June 30, 2025, other expense primarily consisted of the $17,715 loss from changes in the fair value of the derivative embedded within convertible debt and interest expense of $3,075. These were partially offset by interest income of $2,620. For the six months ended June 30, 2024, other income primarily consisted of interest income of $2,438.
Loss before provision for income taxes. Loss before income taxes was $28,909 for the six months ended June 30, 2025, and $42,097 for the six months ended June 30, 2024.
Income tax expense. There was no income tax expense for the six months ended June 30, 2025. Income tax expense was $1,368 for the six months ended June 30, 2024. We calculate our provision for income taxes based upon our estimate of the annual effective income tax rate based on full year projections and apply the annual effective income tax rate against year-to-date pretax income to record income tax expense, adjusted for discrete items, if any. During the six months ended June 30, 2024, the we analyzed the likelihood of utilizing its deferred tax assets and determined it will be more likely than not that the benefits of these deductible differences will not be realized, and as a result we established a valuation allowance for the full amount of the deferred tax assets and recorded a charge of $9,021 and current period valuation allowance of $977, in addition to state income tax benefit of $8,630. We refine annual estimates as current information becomes available.
Summary of PropTech Investments
As of June 30, 2025, DOUG Ventures had investments (at a carrying value) of approximately $11,496 in PropTech companies. This amounts to approximately 2% of the value of Douglas Elliman’s total assets, which totaled approximately $489 million as of June 30, 2025. In July 2025, we monetized our remaining investment in Bilt Technologies for $1,533 and will record a gain of $1,225 during the three months ended September 30, 2025.
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Liquidity and Capital Resources
Cash, cash equivalents and restricted cash increased by $2,488 to $144,709, which included $8,375 of restricted cash, during the six months ended June 30, 2025. This compares to a decrease of $26,613, to $102,904, which included restricted cash of $10,040, during the six months ended June 30, 2024.
Cash used in operations was $4,975 for the six months ended June 30, 2025, compared to $25,973 for the six months ended June 30, 2024. The decline in the cash used from operations in the 2025 period was attributable to a reduction in operating loss and lower liability payments (primarily cash bonuses) in the 2025 period, which were offset by the impact of increased development marketing closings in 2025 (which resulted in net realizations of contract assets and liabilities) as well as the absence of an income tax refund in the 2025 period.
Cash provided by investing activities was $7,548 for the six months ended June 30, 2025, compared to cash used in investing activities of $629 for the six months ended June 30, 2024. For the six months ended June 30, 2025, cash provided by investing activities was comprised of the proceeds from sale of short-term investments of $97,677 and proceeds from the sale of investments of $78 in our PropTech business. These inflows were partially offset by the purchase of short-term investments of $87,873, long-term investments of $83, and capital expenditures of $2,251. For the six months ended June 30, 2024, cash used in investing activities was comprised of capital expenditures of $2,967 and the purchase of long-term investments of $185 in our PropTech business. This was offset by $2,523 of distributions from our investments in equity securities.
Our investment philosophy is to maximize return on investments by seeking reasonable expectations for return when investing in equity-method investments and PropTech investments, as well as when making capital expenditures.
Cash used in financing activities was $85 for the six months ended June 30, 2025, compared to $11 for the six months ended June 30, 2024. For the six months ended June 30, 2025 and 2024, cash used in financing activities was comprised of withholding of shares as payment of payroll tax liabilities in connection with restricted stock vesting of $85 and $11, respectively.
We continue to evaluate our capital structure and current market conditions related to our capital structure. We regularly review and evaluate potential acquisitions, joint ventures, divestitures, and other strategic transactions. For example, we may acquire, or seek to acquire, additional operating businesses through a merger, purchase of assets, stock acquisition or other means, or to make other revisions to our capital structure, including, if authorized by our Board of Directors and holders of our Convertible Notes, the repurchase of our common stock in open market transactions. These initiatives may limit our liquidity otherwise available.
Real Estate Brokerage Litigation. On April 26, 2024, we entered into a settlement agreement to resolve all claims on a nationwide basis in the pending class action litigations, Gibson v. NAR, No. 4:23-cv-00788-SRB (W.D. Mo.) and Umpa v. NAR, 4:23-cv-00945-SRB (W.D. Mo.) alleging claims on behalf of sellers against Douglas Elliman Inc. and our subsidiaries. Under the settlement agreement, we agreed to pay $7,750 within 30 business days of preliminary approval of the settlement by the court, as well as two $5,000 contingent payments subject to certain financial contingencies through December 31, 2027. On July 15, 2025, all of the Lutz plaintiffs’ claims against us were dismissed. The federal antitrust claim was dismissed with prejudice, and the state antitrust, consumer protection, and unjust enrichment claims were dismissed without prejudice with 21 days to replead. Counsel for the Lutz plaintiffs has indicated their intention to file an amended complaint.
Other litigation. Two real estate salespersons formerly associated with us as independent contractors, have, together or separately, been named as defendants in multiple complaints by women accusing them of sexual assault and related wrongdoing, and face criminal charges related to similar alleged conduct. In February 2025, we and our former Chief Executive Officer were named as defendants in one of these lawsuits. Plaintiffs have brought claims against us under the New York Gender-Motivated Violence Act and sex trafficking, negligence, and negligent hiring, retention, and supervision claims. We deny liability and intend to defend vigorously against these claims. We are aware that other claims may be asserted against us and possibly against certain former Company leadership arising out of the matters related to the two former real estate salespersons.
Litigation is subject to uncertainty and it is possible that there could be adverse developments in pending and other cases, including antitrust lawsuits.
Management cannot predict the cash requirements related to any future settlements or judgments, including cash required to bond any appeals, and there is a risk that those requirements will not be able to be met. Management is unable to make a reasonable estimate of the amount or range of loss that could result from an unfavorable outcome of the cases pending against our business or the costs of defending such cases. It is possible that our consolidated financial position, results of operations or cash flows in any future period could be materially adversely affected by an unfavorable outcome in any such litigation. For more information, see Note 8. “Contingencies” to our condensed consolidated financial statements.
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We had cash and cash equivalents of approximately $136,334 as of June 30, 2025 and, in addition to any cash provided from operations, such cash is available to be used to fund such liquidity requirements as well as other anticipated liquidity needs in the normal course of business. Management currently anticipates that these amounts, together with expected cash flows from our operations and proceeds from any available financings, should be sufficient to meet our liquidity needs over the next twelve months. We may acquire or seek to acquire additional operating businesses through mergers, asset purchases, stock acquisitions, or other means, or pursue other investments, which could limit the liquidity otherwise available to us.
On July 2, 2024, we issued Convertible Notes due 2029 in the aggregate principal amount of $50,000. The Convertible Notes bear interest at a rate of 7.0% per annum, payable in cash, or, at our election, 8.0% per annum paid in kind, due semi-annually. For more information, see Note 7. “Notes Payable and Other Obligations” to our condensed consolidated financial statements.
Off-Balance Sheet Arrangements
We have various agreements in which we may be obligated to indemnify the other party with respect to certain matters. Generally, these indemnification clauses are included in contracts arising in the normal course of business under which we customarily agree to hold the other party harmless against losses arising from a breach of representations related to such matters as title to assets sold and licensed or certain intellectual property rights. Payment by us under such indemnification clauses is generally conditioned on the other party making a claim that is subject to challenge by us and dispute resolution procedures specified in the particular contract. Further, our obligations under these arrangements may be limited in terms of time and/or amount, and in some instances, we may have recourse against third parties for certain payments made by us. It is not possible to predict the maximum potential number of future payments under these indemnification agreements due to the conditional nature of our obligations and the unique facts of each particular agreement. Historically, payments made by us under these agreements have not been material. As of June 30, 2025, we were not aware of any indemnification agreements that would or are reasonably expected to have a current or future material adverse impact on our financial position, results of operations or cash flows.
As of June 30, 2025, we had outstanding approximately $2,990 of letters of credit, which are collateralized by certificates of deposit. The letters of credit have been issued as security deposits for leases of office space.
As a service to its customers, Portfolio Escrow Inc., a subsidiary of Douglas Elliman, administers escrow and trust deposits which represent undisbursed amounts received for the settlement of real estate transactions. Deposits at FDIC-insured institutions are insured up to $250. Portfolio Escrow Inc. had escrow funds on deposit in the amount of $53,674 and $37,967 as of June 30, 2025 and December 31, 2024, respectively, and corresponding escrow funds in holding of the same amount. These deposits are not assets of Portfolio Escrow Inc., the subsidiary of Douglas Elliman (and, therefore, are excluded from the accompanying condensed consolidated balance sheets).
Market Risk
We are exposed to market risks principally from fluctuations in interest rates and could be exposed to market risks from foreign currency exchange rates and equity prices in the future. We seek to minimize these risks through our regular operating and financing activities and our long-term investment strategy. Our market risk management procedures cover material market risks for our market risk sensitive financial instruments.
New Accounting Pronouncements
Refer to Note 1. “Summary of Significant Accounting Policies” to our financial statements for further information on New Accounting Pronouncements.
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Legislation and Regulation
There are no material changes from the Legislation and Regulation section set forth in Item 7, “Management's Discussion and Analysis of Financial Condition and Results of Operations,” of our 2024 Annual Report.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
In addition to historical information, this report contains “forward-looking statements” within the meaning of the federal securities law. Forward-looking statements include information relating to our intent, belief or current expectations, primarily with respect to, but not limited to, economic outlook, capital expenditures, cost reduction, cash flows, operating performance, growth expectations, competition, legislation and regulations, litigation, and related industry developments (including trends affecting our business, financial condition and results of operations).
We identify forward-looking statements in this report by using words or phrases such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may be,” “objective,” “opportunistically,” “plan,” “potential,” “predict,” “project,” “prospects,” “seek,” and “will be” and similar words or phrases or their negatives.
Forward-looking statements involve important risks and uncertainties that could cause our actual results, performance or achievements to differ materially from our anticipated results, performance or achievements expressed or implied by the forward-looking statements. Factors that could cause actual results to differ materially from those suggested by the forward-looking statements include, without limitation, the following:
•general economic and market conditions and any changes therein, including due to macroeconomic conditions, interest rate fluctuations, inflation, acts of war and terrorism or otherwise,
•governmental regulations and policies, including with respect to regulation of the real estate market or monetary and fiscal policy and its effect on overall economic activity, in particular, mortgage interest rates,
•the impact of enacted and proposed tariffs and other trade policies, and related uncertainties in the global economy resulting from such policies,
•the impacts of banks not honoring the escrow and trust deposits held by our subsidiaries,
•litigation risks, the costs associated with, and the outcome of, litigation and other proceedings to the extent uninsured, including litigation or other claims against companies we invest in or acquire,
•adverse changes in global, national, regional and local economic and market conditions, including those related to pandemics and health crises (and responses to them),
•the impacts of the One Big Beautiful Bill Act of 2025 and the Inflation Reduction Act of 2022, including the continued impact on the markets of our business,
•effects of industry competition, severe weather events or natural or man-made disasters, including the increasing severity or frequency of such events due to climate change or otherwise, or other catastrophic events that may disrupt our business and have an unfavorable impact on home sale activity,
•the tax-free treatment of the Distribution,
•the failure of Vector Group to satisfy its respective obligations under the agreements entered into in connection with the Distribution, and
•the additional factors described under “Risk Factors” in our 2024 Annual Report filed with the Securities and Exchange Commission as updated in this report.
Further information on the risks and uncertainties to our business includes the risk factors discussed above in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and under Item 1A, “Risk Factors” in our 2024 Annual Report filed with the Securities and Exchange Commission, as updated in this report.
Although we believe the expectations reflected in these forward-looking statements are based on reasonable assumptions, there is a risk that these expectations will not be attained and that any deviations will be material. The forward-looking statements speak only as of the date they are made.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Market Risk” is incorporated herein by reference.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we have evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report, and, based on their evaluation, our principal executive officer and principal financial officer have concluded that these controls and procedures are effective.
Changes in Internal Control Over Financial Reporting
There have not been any changes in our internal control over financial reporting that occurred during the quarterly period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Reference is made to Note 8. “Contingencies” to our condensed consolidated financial statements, incorporated herein by reference, which contains a general description of certain legal proceedings to which we or our subsidiaries are a party.
ITEM 1A. RISK FACTORS
There are no material changes from the risk factors set forth in Part I, Item 1A, “Risk Factors,” of our 2024 Annual Report, except as set forth below:
Our international expansion and launch of Elliman International may subject us to different or greater risks from those associated with our operations in the United States.
In June 2025, we launched Elliman International after the end of our formal strategic alliance with Knight Frank Residential. Elliman International is intended to enable us to directly serve our agents, clients, and developer’s international real estate needs, with an initial focus on luxury destinations in Latin America, the Middle East, Europe, Asia Pacific, and other emerging wealth centers outside the United States. While we continue to develop and refine our approach to international operations, there can be no assurance that these efforts will be successful. Entering foreign markets independently presents significant risks and operational challenges that may adversely affect our financial condition and operating results. Our international operations may face risks that are different from those that affect domestic operations. These risks include:
•Exposure to economic conditions and federal, state and local as well as potential international laws and regulations, including those relating to our agents;
•Potential adverse changes in the political stability of foreign countries or in their diplomatic relations with the United States;
•The effect of enacted and proposed tariffs and other trade policies, and related uncertainties in the global economy resulting from such policies; Economic instability, and related uncertainties in the global economy, from pressured banking systems, inflation and currency risk, lack of capital, and changing or inconsistent economic policies:
•Costs and incremental expenses associated with complying with a wide variety of foreign laws including laws with respect to real estate brokerage arrangements, agents, employment, corporate governance, operations, taxes, and litigation;
•Difficulties in managing international operations, including difficulties that arise from ambiguities in contracts written in foreign languages and difficulties that arise in enforcing such contracts;
•Aligning international operations with our existing corporate infrastructure and the need to adapt and localize our business platform(s) for specific countries;
•The geographic, time zone, language and cultural differences among personnel in different areas of the world;
•Tax uncertainty, including tax law changes, limited tax guidance and difficulty determining tax exposure or planning tax-efficient structures;
•Restrictions on the ability to obtain or retain licenses, permits and other regulatory approvals required for operation;
•Establishing brand recognition in new markets; and
•Difficulties with managing international operations, including costs and staffing.
We may expand our footprint in such markets by pursuing acquisitions, joint ventures, or other strategic arrangements with local or regional operators in those markets. These partners may have economic or other business interests or goals which are inconsistent with our business interests and goals. Disputes between us and our partners may result in litigation or arbitration that would increase our expenses, affect our brand, and prevent our officers and directors from focusing their time and effort on our business. If we fail to identify, establish, and maintain such relationships or successfully identify and acquire businesses, we may be unable to execute our expansion plans. We expect that our international activities may grow in the future as we pursue opportunities in international markets, which may require significant dedication of management attention and may require significant upfront investment.
In the event that we expand into new international markets, we may have only limited experience in marketing and conducting business in those markets. Such expansion requires significant management attention and financial resources and may require us to attract, retain and manage local agents or personnel in such markets. It could also require us to adapt our marketing and services to local market needs. These factors and risks may negatively affect the success of our international expansion.
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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
No equity securities of ours which were not registered under the Securities Act of 1933, as amended (the “Securities Act”) have been issued or sold by us during the three months ended June 30, 2025.
Issuer Purchases of Equity Securities
Our purchases of our common stock during the three months ended June 30, 2025 were as follows:
| Period | Total Number of Shares Purchased | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs | |||||||||||||||||||
| April 1 to April 30, 2025 | — | $ | — | — | — | ||||||||||||||||||
| May 1 to May 31, 2025 | 25,657 | 2.21 | (1) | — | — | ||||||||||||||||||
| June 1 to June 30, 2025 | 9,933 | 2.85 | (1) | — | — | ||||||||||||||||||
| Total | 35,590 | $ | 2.53 | — | — | ||||||||||||||||||
(1) Represents withholdings of shares as payment of payroll tax liabilities incident to the vesting of various employees’ shares of restricted stock. The shares were immediately canceled.
ITEM 5. OTHER INFORMATION
Securities Trading Plans of Directors and Executive Officers
In the quarter ended June 30, 2025, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted terminated
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ITEM 6. EXHIBITS:
| Certification of Chief Executive Officer, Pursuant to Exchange Act Rule 13a-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||||||||
| Certification of Chief Financial Officer, Pursuant to Exchange Act Rule 13a-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||||||||
** 32.1 | Certifications of Chief Executive Officer and Chief Financial Officer, Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |||||||
| 101.INS | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema | |||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase | |||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase | |||||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase | |||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase | |||||||
| 104 | Cover Page Interactive Data File (the cover page tabs are embedded within the Inline XBRL document). | |||||||
_____________________________
** Furnished herewith. These exhibits shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that Section. Such exhibits shall not be deemed incorporated into any filing under the Securities Act or the Exchange Act.
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SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.
| DOUGLAS ELLIMAN INC. | ||||||||
| (Registrant) | ||||||||
| By: /s/ J. Bryant Kirkland III | ||||||||
| J. Bryant Kirkland III | ||||||||
| Executive Vice President, Secretary, Treasurer and Chief Financial Officer | ||||||||
| Date: | August 5, 2025 | |||||||
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Exhibit 19.1
DOUGLAS ELLIMAN INC.
INSIDER TRADING POLICY
Douglas Elliman Inc. (together with its subsidiaries, collectively, the “Company”) is committed to the principles of fair and open markets for publicly-traded securities and has adopted the following policy setting forth standards of conduct and procedures for securities trading by the Company and the Company’s directors, employees, agents, independent contractors and certain other individuals who obtain material nonpublic information through their work with the Company or any of its affiliates (our “Insider Trading Policy”). Our Insider Trading Policy is intended to prevent the misuse of material nonpublic information, insider trading in securities, and the severe legal, reputational and other consequences associated with violations of insider trading laws or the perception thereof. It is your obligation to review, understand, and comply with this Insider Trading Policy and applicable laws. Our Board of Directors has approved this Insider Trading Policy, and we have appointed the Company’s Chief Financial Officer as the Compliance Officer (together with their designees, the “Compliance Officer”) to administer the policy and to be available to answer your questions.
PART I. OVERVIEW
A. Who Must Comply?
This Insider Trading Policy applies to all of the Company’s employees, agents, independent contractors, and members of our Board of Directors, including anyone employed by or acting as a director, agent or independent contractor of any of our subsidiaries, as well as any other individuals whom the Compliance Officer may designate as Restricted Persons (defined below) because they have access to material nonpublic information about the Company.
In addition, all of our directors, executive officers (as defined by Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) and other designated employees, including senior leaders of the Company (as determined by level) and members of the finance, legal, human resources, communications, investor relations, technology and management teams of the Company, must comply with the Trading Procedures included in Part II of this Insider Trading Policy (the “Trading Procedures”); we will refer to these individuals in this policy as “Restricted Persons.” The Trading Procedures provide rules for when Restricted Persons can trade in our securities and explain the process for mandatory pre-clearance of proposed trades. The Restricted Persons list is updated periodically by the Compliance Officer in consultation with the senior leadership team, as needed. You will be notified if you are considered a Restricted Person under this Insider Trading Policy.
This Insider Trading Policy and, for Restricted Persons, the Trading Procedures, also apply to the following persons (“Affiliated Persons”):
•your “Family Members” (“Family Members” are (a) your spouse or domestic partner, children, stepchildren, grandchildren, parents, stepparents, grandparents,
ACTIVE/120614013.1 | ||
siblings and in-laws who reside in the same household as you, (b) your children or your spouse’s children who do not reside in the same household as you but are financially dependent on you, (c) any of your other family members who do not reside in your household but whose transactions are directed by you, and (d) any other individual over whose account you have control and to whose financial support you materially contribute.);
•all trusts, family partnerships and other types of entities formed for your benefit or for the benefit of a Family Member and over which you have the ability to influence or direct investment decisions concerning securities;
•all persons who execute trades on your behalf; and
•all investment funds, trusts, retirement plans, partnerships, corporations and other types of entities over which you have the ability to influence or direct investment decisions concerning securities; provided, however, that the Trading Procedures do not apply to any such entity that engages in the investment of securities in the ordinary course of its business (e.g., an investment fund or partnership) if the entity has established its own insider trading controls and procedures in compliance with applicable securities laws and it (or an affiliated entity) has represented to the Company that its affiliated entities: (a) engage in the investment of securities in the ordinary course of their respective businesses; (b) have established insider trading controls and procedures in compliance with securities laws, including the establishment of internal information barriers to ensure that any material nonpublic information concerning the Company of which you may become in possession is not shared with the persons at such entity making investment decisions with respect to securities issued by the Company; and (c) are aware the securities laws prohibit any person or entity who has material nonpublic information concerning the Company from purchasing or selling securities of the Company or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell securities.
You are responsible for ensuring compliance with this Insider Trading Policy, including the Trading Procedures contained herein as applicable, by all of your Affiliated Persons.
Transactions in the Company’s securities by the Company itself are generally subject to approval by the Company’s Board of Directors and compliance with applicable securities laws. The Company’s Board of Directors or its designated committees shall consider the Company’s possession of material nonpublic information in connection with the timing of equity grants under the Company’s applicable equity compensation plans and determine whether a grant of equity is appropriate under the circumstances or should otherwise be delayed or otherwise modified due to the possession of such information.
B. What is Prohibited by this Insider Trading Policy?
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You and your Affiliated Persons are prohibited from engaging in insider trading and from trading in securities in violation of this Insider Trading Policy. “Insider trading” is (1) trading (buying or selling) the securities of a company whether for your account or for the account of another, while in the possession of material nonpublic information (see definition below) about that company or (2) disclosing material nonpublic information about a company to others who may trade on the basis of that information. Insider trading, or even the perception thereof, can result in criminal prosecution, jail time, significant fines, reputational harm and public embarrassment for you and the Company.
Prohibition on Trading in Company Securities
When you are in possession of material nonpublic information about the Company, whether positive or negative, you are prohibited from trading (including purchases, sales or taking a “long” or “short” position), whether for your account of for the account of another, in the Company’s securities, which include common stock, options to purchase common stock, any other type of securities that the Company may issue (such as preferred stock, bonds or debentures, convertible bonds or debentures, options, warrants and other marketable securities), and any derivative securities that provide the economic equivalent of ownership of any the Company’s securities or an opportunity, direct or indirect, to profit from any change in the value of the Company’s securities, except for trades made pursuant to plans approved by the Compliance Officer in accordance with this policy that comply with Rule 10b5-1 under the Exchange Act.
The trading prohibitions in this Insider Trading Policy do not apply to: (1) an exercise of an employee stock option when payment of the exercise price is made in cash or (2) the withholding by the Company of shares of stock upon vesting of restricted stock or upon settlement of restricted stock units to satisfy applicable tax withholding requirements if (a) such withholding is required by the applicable plan or award agreement or (b) the election to exercise such tax withholding right was made by the individual in compliance with the Trading Procedures.
The trading prohibitions in this Insider Trading Policy do apply, however, to the use of outstanding Company securities to pay part or all of the exercise price of a stock option, any sale of stock as part of a broker-assisted cashless exercise of an option, and any other market sale for the purpose of generating the cash needed to pay the exercise price of an option.
Prohibition on Tipping
Providing material nonpublic information about the Company to another person who may trade or advise others to trade on the basis of that information is known as “tipping” and is illegal. You are prohibited from providing material nonpublic information about the Company to a friend, relative, or anyone else who might buy or sell a security or other financial instrument on the basis of that information, whether or not you intend to or actually do realize a profit (or any other benefit) from such tipping. Additionally, you are prohibited from recommending to any person that such person engage in or refrain from engaging in any transaction involving the
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Company’s securities, or otherwise give trading advice concerning the Company’s securities, if you are in possession of material nonpublic information about the Company.
Prohibition on Trading in Securities of Other Companies
This Insider Trading Policy’s prohibitions against insider trading and tipping also apply to trading in securities of other companies, including the Company’s affiliates, customers, suppliers, partners and other enterprises with which we are working (such as when negotiating an acquisition, investment or other transaction that could be material to the other company). Whenever, during the course of your service to or employment by the Company, you become aware of material nonpublic information about another company, including any confidential information that is reasonably likely to affect the market price of that company’s securities (for example, discussions of mergers, acquisitions or other strategic transactions), neither you nor your Affiliated Persons may trade in any securities of that company, give trading advice about that company, tip or disclose that information, pass it on to others, or engage in any other action to take advantage of that information.
If your work regularly involves handling or discussing confidential information of one of our partners, suppliers or customers, you should consult with the Compliance Officer before trading in any of that company’s securities.
Duration of Trading Prohibitions
These trading prohibitions continue whenever and for as long as you know or are in possession of material nonpublic information. Remember, anyone scrutinizing your transactions will be doing so after the fact, with the benefit of hindsight. As a practical matter, before engaging in any transaction, you should carefully consider even the appearance of improper insider trading and how enforcement authorities and others might view the transaction in hindsight.
This Insider Trading Policy applies to you and your Affiliated Persons so long as you are associated with the Company. If you leave the Company for any reason, this Insider Trading Policy, including, if applicable, the Trading Procedures contained herein, will continue to apply to you and your Affiliated Persons until the later of: (1) the second trading day following the public release of earnings for the fiscal quarter in which you leave the Company or (2) the second trading day after any material nonpublic information known to you has become public or is no longer material.
Restricted Trading Periods
From time to time, in connection with an announcement of material information about the Company or when significant developments or announcements are anticipated, we may impose a temporary prohibition on trading in our securities that applies to specified groups of employees or, in certain instances, all persons covered by this Insider Trading Policy. In such event, you will be notified by e-mail and/or other means of the imposition and, if possible, the expected duration of the trading prohibition. During that period, no person covered by such a notice may
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trade in our securities (subject to the limited exceptions set forth in this Insider Trading Policy or otherwise by the Compliance Officer).
C. What is Material nonpublic Information?
This Insider Trading Policy prohibits you from trading in a company’s securities if you are in possession of information about the company that is both “material” and “nonpublic.” If you have a question whether certain information you are aware of is material or has been made public, you are encouraged to consult with the Compliance Officer.
“Material” Information
Information about us or any other company, whether positive or negative, is “material” if it could reasonably be expected to affect the investment decisions of a stockholder or potential investor, or if the disclosure of the information could reasonably be expected to significantly alter the total mix of information in the marketplace about us or any other company. We speak mostly in this Insider Trading Policy about determining whether information about us is material and nonpublic, but the same analysis applies to information that would preclude you from trading in securities of other companies.
In simple terms, material information is any type of information that could reasonably be expected to affect the market price of our securities. Both positive and negative information may be material. While it is not possible to identify all information that would be deemed “material,” the following items are types of information that should be considered carefully to determine whether they are material:
•projections of future earnings or losses, or other earnings guidance;
•quarterly financial results and other earnings information;
•potential restatements of the Company’s financial statements, changes in auditors or auditor notification that the Company may no longer rely on an auditor’s audit report;
•pending or proposed corporate mergers, acquisitions, tender offers, joint ventures or dispositions of significant assets or affiliates;
•changes in executive officers or other senior management or our Board of Directors;
•significant actual or threatened litigation or governmental investigations or major developments in such matters;
• cybersecurity risks and incidents, including the discovery of significant vulnerabilities or breaches;
•A planned expansion into or withdrawal from a key market;
•Acquisition or loss of key personnel, a real estate broker/agent or real estate broker/agent teams;
•significant developments regarding our key markets;
•changes in dividends or dividend policy;
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•declarations of stock splits or stock dividends;
•securities offerings or other financings;
•potential defaults under our credit agreements or indentures, or the existence of material liquidity deficiencies; and
•bankruptcies or receiverships.
By including the list above, we do not mean to imply that each of these items above is always material. Rather, the information and events on the list still require determinations as to their materiality (although some determinations will be reached more easily than others). No “bright-line” standard or list of items can adequately address the range of situations that may arise. Furthermore, we cannot create an exclusive list of events and information that have a higher likelihood of being considered material. Any questions concerning the materiality of particular information should be resolved in favor of materiality and trading should be avoided.
“Nonpublic” Information
Material information is “nonpublic” if it has not been disseminated in a manner making it available to investors and the public generally.
To show that information is public, it is necessary to point to some fact that establishes that the information has become publicly available, such as the filing of a report with the SEC, the distribution of a press release, publishing the information on our website or via social media if such posting is a regular way we communicate with investors, or by other means that are reasonably designed to provide broad public access. Before a person with material nonpublic information can trade, there also must be adequate time for the market as a whole to absorb the information that has been disclosed. For the purposes of this Insider Trading Policy, information will be considered public after the completion of two full days of trading following the Company’s public release of the information. For such purposes, a full day of trading means an entire calendar day in which a session of regular trading hours on the NYSE or Nasdaq between 9:30 a.m. and 4:00 p.m. Eastern Time (or such earlier close time as has been set by exchange rules) has occurred.
For example, if the Company announces material nonpublic information of which you are aware before trading begins on a Tuesday, the first time you can buy or sell Company securities is the opening of the market on Thursday. However, if the Company announces this material information after trading begins on that Tuesday, the first time that you can buy or sell Company securities is the opening of the market on Friday.
D. What are the Penalties for Insider Trading and Noncompliance with this Insider Trading Policy?
Both the U.S. Securities and Exchange Commission (the “SEC”) and the national securities exchanges, through the Financial Industry Regulatory Authority (“FINRA”), investigate and are very effective at detecting insider trading. The U.S. government pursues insider trading violations vigorously. For instance, cases have been successfully prosecuted
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against trading by employees in foreign accounts, trading by family members and friends, and trading involving only a small number of shares.
The penalties for violating insider trading or tipping rules can be severe and include:
•forfeiting any profit gained or loss avoided by the trading;
•payment of the loss suffered by the persons who, contemporaneously with the purchase or sale of securities that are subject of such violation, have purchased or sold, as applicable, securities of the same class;
•payment of criminal penalties of up to $5,000,000;
•payment of civil penalties of up to three times the profit made or loss avoided; and
•imprisonment for up to 20 years.
The Company and/or the supervisors of the person engaged in insider trading may also be required to pay civil penalties of fines starting from more than $2 million up to three times the profit made or loss avoided, as well as criminal penalties of up to $25,000,000, and could under certain circumstances be subject to private lawsuits.
Violation of this Insider Trading Policy or any federal or state insider trading laws may subject you to disciplinary action by the Company, including termination of your employment or other relationship with the Company. The Company reserves the right to determine, in our own discretion and on the basis of the information available to us, whether this Insider Trading Policy has been violated. We may determine that specific conduct violates this Insider Trading Policy, whether or not the conduct also violates the law. It is not necessary for the Company to await the filing or conclusion of a civil or criminal action against the alleged violator before taking disciplinary action.
E. How Do You Report a Violation of this Insider Trading Policy?
If you have a question about this Insider Trading Policy, including whether certain information you are aware of is material or has been made public, you are encouraged to consult with the Compliance Officer. In addition, if you violate this Insider Trading Policy or any federal or state laws governing insider trading or know of any such violation by any director or employee of the Company, you should report the violation immediately to the Compliance Officer.
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PART II. TRADING PROCEDURES
A. Special Trading Restrictions Applicable to Restricted Persons
In addition to needing to comply with the restrictions on trading in our securities set forth above, Restricted Persons and their Affiliated Persons are subject to the following special trading restrictions:
1. No Trading Except During Trading Windows.
The announcement of the Company’s annual and quarterly financial results almost always has the potential to have a material effect on the market for the Company’s securities. Although a Restricted Person may not know the financial results prior to public announcement, if a Restricted Person engages in a trade before the financial results are disclosed to the public, such trades may give an appearance of impropriety that could subject the Restricted Person and the Company to a charge of insider trading. Therefore, subject to limited exceptions described herein, Restricted Persons may trade in Company securities only during four quarterly trading windows and then only after obtaining pre-clearance from the Compliance Officer in accordance with the procedures set forth below. Unless otherwise advised, the four trading windows consist of the periods that begin after market close on the second full trading day following the Company’s issuance of a press release (or other method of broad public dissemination) announcing its quarterly or annual earnings and end at the close of business on the last day of the then-current quarter. For the purposes of the foregoing, a full trading day means an entire calendar day in which a session of regular trading hours on the NYSE or Nasdaq between 9:30 a.m. and 4:00 p.m. Eastern Time (or such earlier close time as has been set by exchange rules) has occurred. Restricted Persons may be allowed to trade outside of a trading window only (a) pursuant to a pre-approved Rule 10b5-1 Plan as described below or (b) in accordance with the procedure for waivers as described below.
For example, if we release earnings results before the market opens on a Tuesday, the first time a Restricted Person can buy or sell Company securities is the opening of the market on Thursday. However, if our earnings release occurs after trading begins on that Tuesday, the first time that a Restricted Person can buy or sell Company securities is the opening of the market on Friday.
Of course, if a Restricted Person has material nonpublic information about us during one of these trading windows, the Restricted Person may not trade in our securities.
2. Special Closed Trading Periods
The Compliance Officer may designate, from time to time, a “Special Closed Window” during what would temporally be a permitted trading window. During a Special Closed Window, designated Restricted Persons (which could be all Restricted Persons or a subset of them) may not trade in the Company’s securities. The Compliance Officer may also apply a Special Closed Window to Restricted Persons or a subset of them to the trading in the securities of certain other companies, as deemed appropriate or advisable, including certain of the Company’s peers or
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competitors. The existence of a Special Closed Window will not be announced to the Company generally, should not be communicated to any other person, and may itself be considered under this Insider Trading Policy to be material nonpublic information about the Company.
3. Prohibited Transactions
The following transactions are always prohibited unless authorized by the Audit Committee of the Board of Directors:
•No Short Sales. You many not at any time sell any securities of the Company that are not owned by you at the time of the sale (a “short sale”).
•No Purchases or Sales of Derivative Securities or Hedging Transactions. You may not buy or sell puts, calls, other derivative securities of the Company or any derivative securities that provide the economic equivalent of ownership of any of the Company’s securities or an opportunity, direct or indirect, to profit from any change in the value of our securities or engage in any other hedging transaction with respect to our securities, at any time.
•No Company Securities Subject to Margin Calls. You may not use the Company’s securities as collateral in a margin account.
•No Pledges. You may not pledge Company securities as collateral for a loan (or modify an existing pledge).
4. Gifts and Other Distributions in Kind.
No Restricted Person may donate or make any other transfer of Company securities in kind without consideration during a period when the Restricted Person is not permitted to trade. In addition to charitable donations or gifts to family members, friends, trusts or others, this obligation applies to distributions by limited partnerships that are subject to this Insider Trading Policy to their limited partners.
5. No Trading During Retirement Plan Blackout Periods.
If we adopt a policy to allow ownership of Company stock in our 401(k) or other retirement plan, then no Restricted Person may trade in any Company securities, which were acquired in connection with such Restricted Person’s service or employment with the Company, during a retirement plan “blackout period” except as specifically permitted below. A blackout period includes any period of more than three (3) consecutive business days during which at least fifty percent (50%) of all participants and beneficiaries under all of the individual account plans maintained by the Company and members of our controlled group are prohibited from trading in Company securities through their plan accounts. Restricted Persons will receive advance notice of any such blackout period from the Compliance Officer.
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B. Pre-Clearance Procedures
No Restricted Persons may trade in our securities (including any purchases, sales, gifts, donations or charitable contributions), even during an open trading window, unless the trade has been approved by the Compliance Officer under the procedures described below. In reviewing trading requests, the Compliance Officer may consult with our other officers and/or outside legal counsel and will receive approval for his own trades from the General Counsel or Chief Executive Officer.
1.Procedures. No Restricted Persons may trade in our securities unless and until:
•The Restricted Person has notified the Compliance Officer of the amount and nature of the proposed trade(s) using the Stock Transaction Request form attached to this Insider Trading Policy. In order to provide adequate time for the preparation of any required reports under Section 16 of the Exchange Act, a Stock Transaction Request form should, if practicable, be received by the Compliance Officer at least two (2) business days prior to the intended trade date;
•The Restricted Person has certified to the Compliance Officer in writing prior to the proposed trade(s) that the Restricted Person is not in possession of material nonpublic information concerning the Company;
•If the Restricted Person is an executive officer or director, the Restricted Person has informed the Compliance Officer, using the Stock Transaction Request form attached hereto, whether, to the Restricted Person’s best knowledge, (a) the Restricted Person has (or is deemed to have) engaged in any opposite way transactions within the previous six months that were not exempt from Section 16(b) of the Exchange Act and (b) if the transaction involves a sale by an “affiliate” of the Company or of “restricted securities” (as such terms are defined under Rule 144 under the Securities Act of 1933, as amended (“Rule 144”)), whether the transaction meets all of the applicable conditions of Rule 144; and
•The Compliance Officer has approved the trade(s) and has certified such approval in writing (which may be by email).
The Compliance Officer does not assume the responsibility for, and approval from the Compliance Officer does not protect the Restricted Person from, the consequences of prohibited insider trading.
2.Additional Information.
Restricted Persons shall provide to the Compliance Officer any documentation reasonably requested by the officer in furtherance of the foregoing procedures. Any failure to
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provide such requested information will be grounds for denial of approval by the Compliance Officer.
3.Notification of Brokers of Insider Status
Restricted Persons who are required to file reports under Section 16 of the Exchange Act shall inform all broker-dealers that may trade in our stock on the Restricted Person’s or an Affiliated Person’s behalf of their status as a Section 16 officer and affiliate of the Company, the requirement that the broker confirm that any trade by the Restricted Person has been approved by the Company pursuant to these pre-clearance procedures before making any trade, and arrange for the broker to provide transaction information to the Restricted Person and/or Compliance Officer on the day of any executed transaction.
4.No Obligation to Approve Trades.
The existence of the foregoing approval procedures does not in any way obligate the Compliance Officer to approve any trade requested by a Restricted Person. The Compliance Officer may reject any trading request at their sole discretion.
From time to time, an event may occur that is material to the Company and is known by only by a limited number of individuals. Restricted Persons may not trade in our securities if they are notified by the Compliance Officer that a proposed trade has not been cleared because of the existence of a material nonpublic development – even if that particular Restricted Person is not aware of the material nonpublic development involving the Company. If any Restricted Person engages in a trade before a material nonpublic development is disclosed to the public or resolved, the Restricted Person and the Company might be exposed to a charge of insider trading that could be costly and difficult to refute even if the Restricted Person was unaware of the development. So long as the event remains material and nonpublic, the Compliance Officer may determine not to approve any transactions in the Company’s securities. The Compliance Officer will subsequently notify the Restricted Person once the material nonpublic development is disclosed to the public or resolved. If a Restricted Person requests clearance to trade in our securities during the pendency of such an event, the Compliance Officer may reject the trading request without disclosing the reason.
5.Completion of Trades.
After receiving written clearance to engage in a trade signed by the Compliance Officer, a Restricted Person must complete the proposed trade within three (3) business days or make a new trading request. Notwithstanding that a Restricted Person has received such clearance, the Restricted Person shall not engage in a trade if (i) such clearance has been rescinded by the Compliance Officer, (ii) the Restricted Person has otherwise received notice that the trading
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window has been closed or (iii) the Restricted Person believes that they may have material nonpublic information.
6.Post-Trade Reporting.
The details of any transactions in our securities (including transactions effected pursuant to a Rule 10b5-1 Plan or any other purchases, sales, gifts, donations or charitable contributions) by a Restricted Person (or one of their Affiliated Persons) who is required to file reports under Section 16 of the Exchange Act must be reported to the Compliance Officer by the Restricted Person or their brokerage firm on the same day on which a trade order is placed or such a transaction otherwise is entered into. Such report shall include the date of the transaction, quantity of shares, the price and the name of any broker-dealer through which the transaction was effected. This reporting requirement may be satisfied by providing (or having such Restricted Person’s broker provide) a trade order confirmation to the Compliance Officer if such information is received by the Compliance Officer by the required date. Compliance by directors and executive officers with this provision is imperative given the requirement of Section 16 of the Exchange Act that these persons generally must report changes in ownership of Company securities within two (2) business days. The sanctions for noncompliance with this reporting deadline include mandatory disclosure in the Company’s proxy statement for the next annual meeting of stockholders, as well as possible civil or criminal sanctions for chronic or egregious violators.
C. Exemptions
1.Pre-Approved Rule 10b5-1 Plan.
Transactions made pursuant to an approved Rule 10b5-1 Plan (as defined below) will not be subject to our trading windows, retirement plan blackout periods or pre-clearance procedures, and Restricted Persons are not required to complete a Stock Transaction Request form for such transactions. Rule 10b5-1 of the Exchange Act provides an affirmative defense from insider trading liability under the federal securities laws for trading plans, arrangements or instructions that meet certain requirements. A trading plan, arrangement or instruction that meets the requirements of Rule 10b5-1 (a “Rule 10b5-1 Plan”) enables Restricted Persons to trade in
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Company securities outside of our trading windows, even when in possession of material nonpublic information.
If a Restricted Person intends to trade pursuant to a Rule 10b5-1 Plan, such plan, arrangement or instruction must:
•satisfy the requirements of Rule 10b5-1 in effect at such time;
•be documented in writing;
•be established during a trading window;
•be entered into in good faith by the Restricted Person, not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1, at a time when such Restricted Person does not possess material nonpublic information, and, if the Restricted Person is a director or executive officer, such plan must include representations by the Restricted Person certifying the foregoing;
•must (a) specify the amount of securities to be sold, the price at which and the date on which the securities are to be sold, (b) include a written formula or algorithm, or computer program, for determining the amount of securities to be sold and the price at which and the date on which the securities are to be sold, or (c) not permit the Restricted Person to exercise any subsequent influence over how, when, or whether to effect transactions; provided, in addition, that any other person who, pursuant to such plan, arrangement or instruction, exercises such
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influence must not have been aware of material nonpublic information when doing so;
•provide that no transactions may occur thereunder until the expiration of the applicable cooling-off period specified in Rule 10b5-1(c)(ii)(B) (the “Cooling-Off Period”)1 (and no transactions thereunder occur until after that time);
•be the only outstanding plan, arrangement or instruction entered into by the Restricted Person (subject to the limited exceptions in Rule 10b5-1(c)(ii)(D)); and
•be pre-approved by the Compliance Officer.
Prior to approving any 10b5-1 Plan, the Compliance Officer may require that the plan exclude or include certain additional provisions (e.g., longer cooling off periods, minimum number of trades requirement, specified term) to ensure compliance with SEC regulations, best practices or otherwise as the Compliance Officer deems to be in the best interests of the Company. Alternatively, the Compliance Officer may refuse to approve a 10b5-1 Plan that does not meet applicable legal requirements or satisfy best practices.
Any proposed deviation from the specifications of an approved Rule 10b5-1 Plan (including, without limitation, the amount, price or timing of a purchase or sale) must be reported immediately to, and be approved by, the Compliance Officer. Any transaction pursuant to a Rule 10b5-1 Plan must be timely reported following the transaction in accordance with the procedures set forth above. The Compliance Officer may refuse to approve a Rule 10b5-1 Plan as they deem appropriate including, without limitation, if they determine that such plan does not satisfy the requirements of Rule 10b5-1.
Any modification or termination of a Restricted Person’s existing Rule 10b5-1 Plan requires pre-approval by the Compliance Officer. The Compliance Officer shall require as a condition to such approval that the modification or termination occur during a trading window and be entered into in good faith, not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1, while such Restricted Person is not aware of material nonpublic information. In addition to the foregoing, any modifications of a Rule 10b5-1 Plan (including any changes to the pricing, amount of securities, or timing of transactions, but not for purely ministerial changes such as changes in account information or adjustment for stock splits) will be subject to the applicable Cooling-Off Period prior to any transaction occurring under the Rule 10b5-1 Plan as modified.
1 The appropriate Cooling-Off Period varies based on the status of the insider. For directors and executive officers, the cooling-off period ends on the later of (x) 90 days after adoption or modification of the plan or (y) two business days following disclosure of the Company’s financial results in a Form 10-K or Form 10-Q for the completed fiscal quarter in which the plan was adopted (not to exceed 120 days). For all other Restricted Persons, the Cooling-Off Period ends 30 days after adoption or modification of the plan. The Cooling-Off Period will apply to the entry into a new plan and any revision or modification of a plan, including changes to the pricing, amount of securities, or timing of transactions, but not for purely ministerial changes such as changes in account information or adjustment for stock splits.
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2.Employee Equity and Retirement Plans.
Exercise of Stock Options. The trading prohibitions and restrictions set forth in the Trading Procedures do not apply to the exercise of an option to purchase securities of the Company when payment of the exercise price is made in cash. However, the exercise of an option to purchase securities of the Company is subject to the current reporting requirements of Section 16 of the Exchange Act and, therefore, Restricted Persons must comply with the post-trade reporting requirement described in Section C above for any such transaction. In addition, the securities acquired upon the exercise of an option to purchase Company securities are subject to all of the requirements of this Insider Trading Policy, including the Trading Procedures contained herein. Moreover, the Trading Procedures apply to the use of outstanding Company securities to pay part or all of the exercise price of an option, any net option exercise, any exercise of a stock appreciation right, share withholding, any sale of stock as part of a broker-assisted cashless exercise of an option, or any other market sale for the purpose of generating the cash needed to pay the exercise price of an option.
Tax Withholding on Restricted Stock/Units. The trading prohibitions and restrictions set forth in the Trading Procedures do not apply to the withholding by the Company of shares of stock upon vesting of restricted stock or upon settlement of restricted stock units to satisfy applicable tax withholding requirements if (a) such withholding is required by the applicable plan or award agreement or (b) the election to exercise such tax withholding right was made by the Restricted Person in compliance with the Trading Procedures.
D. Waivers
A waiver of any provision of this Insider Trading Policy, or the Trading Procedures contained herein, in a specific instance may be authorized in writing by the Audit Committee of the Board of Directors, and any such waiver shall be reported to the Board of Directors.
PART III. ACKNOWLEDGEMENT
We will deliver a copy of this Insider Trading Policy to all current employees, agents, directors and other applicable individuals and to future employees, agents, directors and other applicable individuals at the start of their employment or relationship with the Company. Upon first receiving a copy of this Insider Trading Policy, each individual must acknowledge that they have received a copy and agree to comply with the terms of this Insider Trading Policy, and, if applicable, the Trading Procedures contained herein.
Upon our request, employees, agents, directors and other applicable individuals may be required to re-acknowledge and agree to comply with the Insider Trading Policy (including any amendments or modifications).
* * *
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Questions regarding this Insider Trading Policy are encouraged and may be directed to the Compliance Officer.
ADOPTED AND EFFECTIVE: February 28, 2025
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EXHIBIT A
STOCK TRANSACTION REQUEST
Pursuant to Douglas Elliman Inc.’s Insider Trading Policy, I hereby notify Douglas Elliman Inc. (the “Company”) of my intent to trade the securities of the Company as indicated below:
REQUESTER INFORMATION Insider’s Name: _________________________________________ | ||||||||||||||||||||||||||
INTENT TO PURCHASE Number of shares: __________________________ Intended trade date: __________________________ | ||||||||||||||||||||||||||
Means of acquiring shares: | Acquisition through employee benefit plan (please specify): ___________________________________________________________ | |||||||||||||||||||||||||
Purchase through a broker on the open market | ||||||||||||||||||||||||||
Other (please specify): ________________________________________ | ||||||||||||||||||||||||||
INTENT TO SELL OR TRANSFER Number of shares: __________________________ Intended trade date: __________________________ | ||||||||||||||||||||||||||
Means of selling shares: | Sale through employee benefit plan (please specify): ___________________________________________________________ | |||||||||||||||||||||||||
Sale through a broker on the open market | ||||||||||||||||||||||||||
Gift, Donation or Charitable Contribution | ||||||||||||||||||||||||||
Other (please specify): ________________________________________ | ||||||||||||||||||||||||||
SECTION 16 | RULE 144 (Not applicable if transaction requested involves a purchase) | |||||||||||||||||||||||||
I am not subject to Section 16. To the best of my knowledge, I have not (and am not deemed to have) engaged in an opposite way transaction within the previous 6 months that was not exempt from Section 16(b) of the Exchange Act. None of the above. | I am not an “affiliate” of the Company and the transaction requested above does not involve the sale of “restricted securities” (as such terms are defined under Rule 144 under the Securities Act of 1933, as amended). | |||||||||||||||||||||||||
To the best of my knowledge, the transaction requested above will meet all of the applicable conditions of Rule 144. | ||||||||||||||||||||||||||
The transaction requested is being made pursuant to an effective registration statement covering such transaction. | ||||||||||||||||||||||||||
| None of the above. | ||||||||||||||||||||||||||
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CERTIFICATION I hereby certify that I: (1) am not in possession of any material nonpublic information concerning the Company, as defined in the Company’s Insider Trading Policy, (2) am not purchasing any securities of the Company on margin in contravention of the Company’s trading procedures, and (3) have acknowledged the Company’s Insider Trading Policy. I understand that, if I trade while possessing such information or in violation of such trading restrictions, I may be subject to severe civil and/or criminal penalties and may be subject to discipline by the Company including termination. | ||||||||||||||||||||||||||
Insider’s Signature | Date | |||||||||||||||||||||||||
AUTHORIZED APPROVAL | ||||||||||||||||||||||||||
Signature of Compliance Officer (or designee) | Date | |||||||||||||||||||||||||
*NOTE: Multiple lots must be listed on separate forms or broken out herein.
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EXHIBIT 31.1
RULE 13a-14(a)/15d-14(a) CERTIFICATION OF CHIEF EXECUTIVE OFFICER
I, Michael S. Liebowitz, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Douglas Elliman Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: August 5, 2025
| /s/ Michael S. Liebowitz | |||||
| Michael S. Liebowitz | |||||
| President and Chief Executive Officer | |||||
EXHIBIT 31.2
RULE 13a-14(a)/15d-14(a) CERTIFICATION OF CHIEF FINANCIAL OFFICER
I, J. Bryant Kirkland III, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Douglas Elliman Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: August 5, 2025
| /s/ J. Bryant Kirkland III | |||||
| J. Bryant Kirkland III | |||||
| Executive Vice President, Secretary, Treasurer and Chief Financial Officer | |||||
EXHIBIT 32.1
SECTION 1350 CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
In connection with the Quarterly Report of Douglas Elliman Inc. (the “Company”) on Form 10-Q for the quarter ended June 30, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael S. Liebowitz, as Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
August 5, 2025
| /s/ Michael S. Liebowitz | |||||
| Michael S. Liebowitz | |||||
| President and Chief Executive Officer | |||||
In connection with the Quarterly Report of Douglas Elliman Inc. (the “Company”) on Form 10-Q for the quarter ended June 30, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, J. Bryant Kirkland III, as Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as amended; and
2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
August 5, 2025
| /s/ J. Bryant Kirkland III | |||||
| J. Bryant Kirkland III | |||||
| Executive Vice President, Secretary, Treasurer and Chief Financial Officer | |||||