AGNT, Inc.
For the period ended Sep 30, 2026. Filed Nov 5, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Nov 5, 2026
AGNT$3.10-20.7%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-08-04.
0001104659-26-090337
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-11-05.
0001104659-26-123301
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 79 previous paragraphs and 83 current paragraphs.
47 unchanged; 31 reworded; 5 added; 1 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 15 previous and 15 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (5)
Current report
RECENT DEVELOPMENTS
Current report
Appointment of New Chief Executive Officer
Current report
On October 6, 2026, the Board appointed Mr. Leo Pareja as our Chief Executive Officer, effective October 8, 2026. Mr. Pareja succeeded Mr. Glenn Sanford, our founder, who stepped down as Chief Executive Officer, effective October 8, 2026. Mr. Sanford continues to serve as Chairman of the Board. For additional information, see our Current Report on Form 8-K filed with the SEC on October 8, 2026.
Current report
We believe our cloud-based operating model and scalable cost structure position us to operate through the current housing cycle. Our near-term results will depend on housing transaction volumes, mortgage rates and the pace of agent growth.
Current report
The following table presents a reconciliation of consolidated adjusted EBITDA to net income (loss), the most comparable U.S. GAAP financial measure, for each of the periods presented:
Removed paragraphs (1)
Previous report
In this environment, we believe the Company is positioned for growth with a strong base of agents, an efficient cloud-based operating model, and low fixed costs.
Reworded paragraphs (31)
Previous wording
In the first six months of 2026, U.S. home sales increased 2.8% compared to the same period in 2025, and home sales prices increased 1.8%, according to the National Association of Realtors (“NAR”). Inventory levels remain constrained, at 4.6 months of supply, consistent with inventory levels in June 2025. Our forecasting models continue to reflect minimal growth, informed by historical trends, seasonality and the current macroeconomic conditions.
Current wording
In the first nine months of 2026, U.S. home sales decreased 2.2% (preliminary) compared to the same period in 2025, and home sales prices increased 1.3% (preliminary), according to the National Association of Realtors (“NAR”). Inventory levels remain constrained, at 4.8 months (preliminary) of supply in September 2026, consistent with inventory levels of 4.5 months in September 2025. The 2026 NAR statistics are preliminary and are subject to revision as NAR receives additional data, and actual results may differ from those presented. Our forecasting models continue to reflect minimal growth, informed by historical trends, seasonality and the current macroeconomic conditions.
Previous wording
We believe an aNPS above 50 is indicative of excellent agent satisfaction. For both the three and six months ended June 30, 2026, our aNPS was 69, compared to 77 and 78, respectively, for the same periods in 2025.
Current wording
We believe an aNPS above 50 is indicative of excellent agent satisfaction. For the three and nine months ended September 30, 2026, our aNPS was 67 and 68, compared to 75 and 76, respectively, for the same periods in 2025.
Previous wording
The number of agents increased in the first six months of 2026, compared to the same period in 2025, primarily due to the addition of agents in connection with the NextHome acquisition completed during the second quarter of 2026. We remain committed to retaining our agents in the U.S., Canada, and internationally through the execution of our growth strategies and the end-to-end suite of services we offer our agents.
Current wording
The number of agents increased in the first nine months of 2026, compared to the same period in 2025, primarily due to the addition of agents in connection with the NextHome acquisition completed during the second quarter of 2026. We remain committed to retaining our agents in the U.S., Canada, and internationally through the execution of our growth strategies and the end-to-end suite of services we offer our agents.
Previous wording
Our real estate sales transactions and volume typically fluctuate with changes in the market’s existing home sales transactions as reported by NAR; however, company-specific initiatives influence the transaction volume and productivity of our agents. For the three and six months ended June 30, 2026, compared to the same periods in 2025, our real estate sales transactions increased 12% and 8%, respectively. For the three and six months ended June 30, 2026, compared to the same periods in 2025, transaction volume increased 15% and 11%, respectively. The improvements in transactions and volume are due to increased agent productivity and increased home sale prices.
Current wording
Our real estate sales transactions and volume typically fluctuate with changes in the market’s existing home sales transactions as reported by NAR; however, company-specific initiatives influence the transaction volume and productivity of our agents. For both the three and nine months ended September 30, 2026, compared to the same periods in 2025, our real estate sales transactions increased 8%. For the three and nine months ended September 30, 2026, compared to the same periods in 2025, transaction volume increased 10% and 11%, respectively. The improvements in transactions and volume are due to increased agent productivity and increased home sale prices.
Previous wording
Other real estate transactions are recorded for leases, rentals and referrals that are undertaken by our agents and brokers. Other real estate transactions for the three and six months ended June 30, 2026 increased compared to the same periods in 2025. Other real estate transactions reflect the full breadth of services that our agents and brokers generate beyond traditional home sales transactions.
Current wording
Other real estate transactions are recorded for leases, rentals and referrals that are undertaken by our agents and brokers. Other real estate transactions for the three and nine months ended September 30, 2026 increased 3% and 5%, respectively, compared to the same periods in 2025. Other real estate transactions reflect the full breadth of services that our agents and brokers generate beyond traditional home sales transactions.
Previous wording
Real estate per transaction cost is measured as general and administrative, sales and marketing, and technology and development expenses resulting from our services that directly support our agents and brokers, divided by total transactions (real estate sales and other). Real estate per transaction cost decreased 15% and 11% for the three and six months ended June 30, 2026, respectively, compared to the same periods in 2025, primarily due to operational efficiency gains from higher real estate transactions and reduced personnel expenses, employee stock-based compensation expenses, and marketing expenses. We believe real estate per transaction cost provides useful information to investors because it measures the operating efficiency and scalability of our platform on a per-transaction basis.
Current wording
Real estate per transaction cost is measured as general and administrative, sales and marketing, and technology and development expenses resulting from our business entities that directly support our agents and brokers, divided by total transactions (real estate sales and other). Real estate per transaction cost remained consistent for the three months ended September 30, 2026, compared to the same period in 2025. For the nine months ended September 30, 2026, real estate per transaction cost decreased 7% compared to the same period in 2025 primarily due to operational efficiency gains from higher real estate transactions and reduced personnel expenses, and employee stock-based compensation expenses. We believe real estate per transaction cost provides useful information to investors because it measures the operating efficiency and scalability of our platform on a per-transaction basis.
Previous wording
Revenues substantially represent the commission revenue earned by and the Company for closed brokerage real estate transactions in addition to fees paid to the Company by agents. The Company’s revenues increased 11% and 8% for the three and six months ended June 30, 2026, respectively, compared to same periods in 2025, primarily due to higher home sales prices in North America, increased international production, and improved productivity in North America.
Current wording
Revenues substantially represent the commission revenue earned by the Company for closed brokerage real estate transactions in addition to fees paid to the Company by agents. The Company’s revenues increased 6% and 7% for the three and nine months ended September 30, 2026, respectively, compared to the same periods in 2025, primarily due to higher home sales prices in North America, increased international production, and improved productivity in North America.
Previous wording
Gross profit increased to $98.8 million and $174.1 million in the three and six months ended June 30, 2026, respectively. Gross profit increased in 2026 due to increased revenues, partially offset by increased agent commissions, productivity awards, and other agent-related costs due to agent commission capping.
Current wording
Gross profit increased to $91.0 million and $265.1 million in the three and nine months ended September 30, 2026, respectively. The increases in gross profit during the three and nine months ended September 30, 2026 was primarily due to increased revenues, partially offset by increased agent commissions, productivity awards, and other agent-related costs due to agent commission capping.
Previous wording
Operating income (loss), in the three and six months ended June 30, 2026, improved when compared to the same periods in 2025. The improvements reflect increased revenues and actions taken to reduce operating costs in the second half of 2025, partially offset by increased legal expenses and accruals in connection with the Company’s ongoing efforts to resolve litigation matters, including the NAR settlement and other claims.
Current wording
Operating income (loss), in the three months ended September 30, 2026, decreased when compared to the same period in 2025 primarily due to increased litigation expenses. For the nine months ended September 30, 2026, operating income (loss) improved due to increased revenues and actions taken to reduce operating costs in the second half of 2025, partially offset by increased litigation expenses and accruals in connection with the Company’s ongoing efforts to resolve litigation matters, including the NAR settlement and other claims.
Previous wording
Management reviews consolidated adjusted EBITDA, which is a non-U.S. GAAP financial measure, to understand and evaluate our core operating performance. For the three and six months ended June 30, 2026, consolidated adjusted EBITDA increased by $14.5 million and $16.4 million, respectively, compared to the same periods in 2025. The increases in consolidated adjusted EBITDA reflect improvements in operating results related to actions taken to reduce operating costs in 2025, which offset increased agent commission capping.
Current wording
Management reviews consolidated adjusted EBITDA, which is a non-U.S. GAAP financial measure, to understand and evaluate our core operating performance. For the three and nine months ended September 30, 2026, consolidated adjusted EBITDA decreased by $0.6 million and increased by $15.8 million, respectively, compared to the same periods in 2025. The increase in consolidated adjusted EBITDA during the nine months ended September 30, 2026 reflects improvements in operating results related to actions taken to reduce operating costs in the second half of 2025, which offset increased agent commission capping.
Previous wording
The following table reflects the results of each of our operations during the three and six months ended June 30, 2026 and 2025:
Current wording
The following table reflects the results of each of our operations during the three and nine months ended September 30, 2026 and 2025:
Previous wording
For the three and six months ended June 30, 2026, commissions and other agent-related costs increased compared to the same periods in 2025, primarily due to increased agent commission capping. Commissions and other agent-related costs include sales commissions, revenue share and stock-based compensation paid to our agents.
Current wording
For the three and nine months ended September 30, 2026, commissions and other agent-related costs increased compared to the same periods in 2025, primarily due to increased agent commission capping. Commissions and other agent-related costs include sales commissions, revenue share and stock-based compensation paid to our agents.
Previous wording
For the three and six months ended June 30, 2026, general and administrative expenses decreased compared to the same periods in 2025, due to decreased employee-related expenses, partially offset by increased litigation expenses. General and administrative expenses include costs related to wages, employee stock-based compensation, and other general overhead expenses.
Current wording
For the three and nine months ended September 30, 2026, general and administrative expenses increased 6% and decreased 1%, respectively, compared to the same periods in 2025. The increase for the three months ended September 30, 2026 is primarily due to increased litigation expenses. The decrease for the nine months ended September 30, 2026 is primarily due to lower employee-related expenses, partially offset by increased litigation expenses. General and administrative expenses include costs related to wages, employee stock-based compensation, and other general overhead expenses.
Previous wording
For the three and six months ended June 30, 2026, technology and development expenses increased compared to the same periods in 2025, primarily due to increased technology expenses related to agent support. These expenses include employee-related costs and other expenses for the maintenance and development of the technology used by both our agents and our employees.
Current wording
For the three and nine months ended September 30, 2026, technology and development expenses increased compared to the same periods in 2025, primarily due to increased technology expenses related to agent support. These expenses include employee-related costs and other expenses for the maintenance and development of the technology used by both our agents and our employees.
Previous wording
For the three and six months ended June 30, 2026, sales and marketing expenses decreased compared to the same periods in 2025, due to efficiencies gained from our CRM of choice program in the U.S. and Canada residential real estate market.
Current wording
For the three months ended September 30, 2026, sales and marketing expenses increased compared to the same period in 2025. For the nine months ended September 30, 2026, sales and marketing expenses decreased compared to the same period in 2025 due to efficiencies gained from our CRM of choice program in the U.S. and Canada residential real estate market.
Previous wording
For the three and six months ended June 30, 2026, we recorded a litigation contingency expense reflecting a new accrual recorded in connection with the Tuccori Settlement based on the preliminary court approval granted in May 2026. Litigation contingency expense represents accruals for probable and estimable losses related to ongoing legal matters. SeeNote 11 – Commitments and Contingenciesto the unaudited condensed consolidated financial statements for additional information regarding the Tuccori Settlement
Current wording
Litigation contingency expense represents accruals for probable and estimable losses related to ongoing legal matters. SeeNote 10 – Commitments and Contingenciesto the unaudited condensed consolidated financial statements for additional information.
Previous wording
For both the three months and six months ended June 30, 2026, we incurred legal costs of $4,485 driven by non-recurring costs incurred in connection with strategic corporate development initiatives. These costs are non-recurring in nature and not reflective of ongoing core operations and we did not incur such costs in 2025.
Current wording
For the nine months ended September 30, 2026, we incurred legal costs of $4,485 driven by non-recurring costs incurred in connection with strategic corporate development initiatives. These costs are non-recurring in nature and not reflective of ongoing core operations and we did not incur such costs in 2025.
Previous wording
For the three months ended June 30, 2026, total other (income) expense, net increased primarily due to lower losses in equity investments compared to the same period in 2025. For the six months ended June 30, 2026, total other (income) expense, net decreased primarily due to lower interest income when compared to the same period in 2025. Total other (income) expense, net includes interest income earned on cash and cash equivalents, and (earnings) losses related to equity investments.
Current wording
For the three and nine months ended September 30, 2026, total other (income) expense, net shifted to net other expense of $5,890 million and $5,087 million, respectively, from net other income of ($413) million and ($1,989) million for the same periods in 2025. The change was primarily due to losses on the sale and impairment of equity investments in 2026. Total other (income) expense, net includes interest income earned on cash and cash equivalents, and (earnings) losses related to equity investments.
Previous wording
The Company’s provision for income taxes was an expense of $5.0 million and an expense of $0.5 million for the three months ended June 30, 2026 and 2025, respectively, which represented effective tax rates of 217% and (26%), respectively. The expense for the three months ended June 30, 2026 was primarily driven by the pre-tax income for the period, stock-based compensation shortfalls and non-deductible executive compensation.
Current wording
The Company’s provision for income taxes was an expense of $1.5 million and an expense of $0.9 million for the three months ended September 30, 2026 and 2025, respectively, which represented effective tax rates of (53.3%) and 21%, respectively. The expense for the three months ended September 30, 2026 was primarily driven by stock-based compensation shortfalls.
Previous wording
The Company’s provision for income tax expense (benefit) amounted to $1.4 million and $2.1 million for the six months ended June 30, 2026 and 2025, respectively, which represented effective tax rates of (23%) and (19%), respectively. The effective tax rate differs from our statutory rates in both periods primarily due to foreign and domestic mix of earnings, and stock-based compensation.
Current wording
The Company’s provision for income tax expense amounted to $2.9 million and $3.1 million for the nine months ended September 30, 2026 and 2025, respectively, which represented effective tax rates of (32.1%) and (45.5%), respectively. The effective tax rate differs from our statutory rates in both periods primarily due to stock-based compensation.
Previous wording
Management evaluates segment performance based on revenue, segment adjusted EBITDA, and operating income (loss). SeeNote 7 – Segment Information to the unaudited condensed consolidated financial statements for additional information regarding our business segments. The following table reflects the results of each of our reportable segments during the three and six months ended June 30, 2026 and 2025:
Current wording
Management evaluates segment performance based on revenue, segment adjusted EBITDA, and operating income (loss). SeeNote 6 – Segment Information to the unaudited condensed consolidated financial statements for additional information regarding our business segments. The following table reflects the results of each of our reportable segments during the three and nine months ended September 30, 2026 and 2025:
Previous wording
North American Realty revenues increased 10% and 8% in the three and six months ended June 30, 2026, respectively, compared to the same periods in 2025, primarily due to increases in agent productivity and home sale prices in the U.S., partially offset by lower real estate transactions in Canada. North American Realty adjusted EBITDA as well as operating income (loss) improved in the three and six months ended June 30, 2026 compared to the same periods of 2025 due to increased revenues, and lower operating costs, which offset increased commissions and other agent-related costs as a result of increased agent commission capping.
Current wording
North American Realty revenues increased 5% and 7% in the three and nine months ended September 30, 2026, respectively, compared to the same periods in 2025, primarily due to increases in agent productivity and home sale prices in the U.S., partially offset by lower real estate transactions in Canada. North American Realty adjusted EBITDA as well as operating income (loss) decreased in the three months ended September 30, 2026, compared to the same period of 2025. North American Realty adjusted EBITDA as well as operating income (loss) improved in the nine months ended September 30, 2026, compared to the same period in 2025 due to increased revenues, and lower operating costs, which offset increased commissions and other agent-related costs as a result of increased agent commission capping.
Previous wording
International Realty revenue increased 44% and 35% in the three and six months ended June 30, 2026, respectively, compared to the same periods in 2025, primarily due to increased real estate transactions driven by increased productivity in previously launched markets. International Realty adjusted EBITDA and operating income (loss) improved in the three and six months ended June 30, 2026, compared to the same periods in 2025, primarily due to increased revenues and continued expense management.
Current wording
International Realty revenue increased 27% and 32% in the three and nine months ended September 30, 2026, respectively, compared to the same periods in 2025, primarily due to increased real estate transactions driven by increased productivity in previously launched markets. International Realty adjusted EBITDA and operating income (loss) improved in the three and nine months ended September 30, 2026, compared to the same periods in 2025, primarily due to increased revenues and continued expense management.
Previous wording
Other Affiliated Services revenue decreased 3% and increased 1% in the three and six months ended June 30, 2026, respectively, compared to the same periods in 2025. Other Affiliated Services adjusted EBITDA and operating loss improved in the three and six months ended June 30, 2026, compared to the same periods in 2025, due to lower employee-related costs.
Current wording
Other Affiliated Services revenue decreased 3% and 1% in the three and nine months ended September 30, 2026, respectively, compared to the same periods in 2025. Other Affiliated Services adjusted EBITDA and operating loss improved in the three and nine months ended September 30, 2026, compared to the same periods in 2025, due to lower employee-related costs.
Previous wording
We define consolidated adjusted EBITDA as net income (loss), excluding other income (expense), net, income tax benefit (expense), depreciation, amortization, impairment charges (as applicable), litigation contingency, legal costs non-recurring, stock-based compensation expense, stock option expense, and other items that are not core to the operating activities of the Company. Segment adjusted EBITDA is defined consistently, excluding other income (expense), income tax benefit (expense), depreciation, amortization, impairment charges (as applicable), litigation contingency, legal costs non-recurring, stock-based compensation expense, stock option expense, and other non-core items. We believe these measures provide useful information about our financial performance, help identify underlying trends that could otherwise be masked by excluded expenses, and allow for greater transparency with respect to key metrics used by management for financial and operational decision-making.
Current wording
We define consolidated adjusted EBITDA as net income (loss), excluding other income (expense), net, income tax benefit (expense), depreciation, amortization, impairment charges, litigation contingency, legal costs non-recurring, stock-based compensation expense, stock option expense, and other items that are not core to the operating activities of the Company, as applicable. Segment adjusted EBITDA is defined consistently as segment net income (loss), excluding other income (expense), net, income tax benefit (expense), depreciation, amortization, impairment charges, litigation contingency, legal costs non-recurring, stock-based compensation expense, stock option expense, and other non-core items, as applicable. We believe these measures provide useful information to investors about our financial performance, help identify underlying trends that could otherwise be masked by excluded expenses, and allow for greater transparency with respect to key metrics used by management for financial and operational decision-making.
Previous wording
Currently, our primary use of cash on hand is to sustain and grow our business operations, including, but not limited to, making commission and revenue share payments to agents and brokers and cash outflows for operating expenses, share repurchases, and dividend payments. In addition, the Company has no known material cash requirements as of June 30, 2026 relating to capital expenditures, commitments, or human capital (except as passthrough commissions to agents and brokers concurrent with settled real estate transactions), other than cash payments due pursuant to litigation settlement agreements, which may be paid in installments over time. For information regarding the Company’s expected cash requirement related to litigation settlement agreements, seeNote 11 – Commitments and Contingencies to the unaudited condensed consolidated financial statements.
Current wording
Currently, our primary use of cash on hand is to sustain and grow our business operations, including, but not limited to, making commission and revenue share payments to agents and brokers and cash outflows for operating expenses, share repurchases, and dividend payments. In addition, the Company has no known material cash requirements as of September 30, 2026 relating to capital expenditures, commitments, or human capital (except as passthrough commissions to agents and brokers concurrent with settled real estate transactions), other than cash payments due pursuant to litigation settlement agreements, which may be paid in installments over time. For information regarding the Company’s expected cash requirement related to litigation settlement agreements, seeNote 10 – Commitments and Contingencies to the unaudited condensed consolidated financial statements.
Previous wording
As of June 30, 2026, net working capital increased by $27.9 million, compared to net working capital as of December 31, 2025 due to an increase in cash and restricted cash and net accounts receivable, due to the timing of receivable collections, and a decrease in the litigation contingency, due to the payments made in June 2026, such increases were partially offset by an increase in commissions payable accruals.
Current wording
As of September 30, 2026, net working capital increased by $24.8 million, compared to net working capital as of December 31, 2025 primarily due to an increase in restricted cash and net accounts receivable, as a result of the timing of receivable collections, as well as a decrease in the litigation contingency due to the payments made in June 2026.
Previous wording
The following table presents our cash flows for the six months ended June 30, 2026 and 2025:
Current wording
The following table presents our cash flows for the nine months ended September 30, 2026 and 2025:
Previous wording
For the six months ended June 30, 2026, net cash provided by operating activities decreased ($16.6) million compared to the same period in 2025, primarily driven by the payments made for the litigation contingency.
Current wording
For the nine months ended September 30, 2026, net cash provided by operating activities decreased $27 million compared to the same period in 2025, primarily driven by lower agent equity stock based compensation and changes in working capital.
Previous wording
For the six months ended June 30, 2026, cash used in investing activities decreased due to lower cash used for investments in affiliates and purchases of property and equipment, partially offset by increased cash used for the purchase of a business compared to the same period in 2025.
Current wording
For the nine months ended September 30, 2026, cash used in investing activities decreased due to lower cash used for investments in affiliates and purchases of property and equipment, partially offset by increased cash used for the purchase of a business compared to the same period in 2025.
Previous wording
For the six months ended June 30, 2026, net cash flows used in financing activities decreased compared to the same period in 2025, due to no stock repurchases in the first half of 2026 compared to $29.9 million of stock repurchases for the same period in 2025.
Current wording
For the nine months ended September 30, 2026, net cash flows used in financing activities decreased compared to the same period in 2025, primarily due to a decrease in stock repurchases in the first nine months of 2026 compared to the same period in 2025.