Douglas Elliman Inc.

Unless the context requires otherwise, references to “Douglas Elliman,” “Elliman,” “the Company,” “we,” “us” or “our” refers to Douglas Elliman Inc. and its consolidated subsidiaries.

Summary Risk Factors

Our business is subject to a number of risks and uncertainties that may prevent us from achieving our business objectives or that may adversely affect our business, financial condition, and results of operations, including those described in Part I, Item 1A. “Risk Factors” in this Annual Report. The principal risks and uncertainties affecting our business include, among others, the following:

•We are subject to risks relating to the real estate industry;

•We are impacted by the performance of the real estate markets in the New York metropolitan area and there may be a reduction in the attractiveness of those markets as well as the other markets in which we operate;

•There could be a lack of financing for homebuyers in the U.S. residential real estate market at favorable rates and on favorable terms;

•Declining home inventory levels have resulted in insufficient supply, which has negatively impacted home sale transactions;

•Consumers may adopt alternatives to full-service agents;

•We depend on a strong brand, and any failure to maintain, protect and enhance the Douglas Elliman brand would have an adverse effect on our ability to grow our real estate brokerage business;

•The failure of third-party vendorsor partners to perform as we expect or appropriately manage risks, or our failure to adequately monitor third-party performance, could result in harm to our reputation and ability to generate revenue;

•The real estate brokerage business in our markets is extremely competitive;

•Our real estate brokerage business depends on the success of our agents;

•Contractual obligations related to confidentiality and noncompetition may be ineffective or unenforceable against departing employees;

•Douglas Elliman is subject to risks and operational limitations associated with its strategic alliance with Knight Frank Residential;

•Any decrease in our gross commission income or the percentage of commissions that we collect may harm our business, results of operations and financial condition. Our gross commission income or the percentage of commissions that we collect may decline;

•Negligence or intentional actions of real estate agents engaged by us could materially and adversely affect our reputation and subject us to liability;

•There may be adverse financial and operational consequences to us if independent real estate agents are reclassified as employees;

•We may not be able to maintain or establish relationships with multiple listing services and third-party listing services, which could limit the information we are able to provide to our agents and clients.

•Goodwill and indefinite-lived intangible asset impairment charges may adversely affect our operating results and financial condition;

•Industry structure changes that disrupt the functioning of the residential real estate market, including as a result of litigation or regulatory scrutiny, could materially adversely affect the Company’s operations and financial results;

•Infringement, misappropriation or dilution of the intellectual property of Douglas Elliman could harm our business;

•We rely on licenses to use the intellectual property rights of third parties which are incorporated into our products and services, and failure to renew or expand existing licenses may require us to modify, limit or discontinue certain offerings;

•If websites we rely on fail to rank prominently in unpaid search results, traffic to these websites could decline and our business would be adversely affected;

•Cybersecurity incidents could disrupt our business operations or could result in the loss of critical and confidential information, which may adversely impact our reputation and harm our business.

•Some of our application systems and services contain open-source software, which may pose particular risks to our proprietary software, products, and services;

•We may fail to successfully complete or integrate acquisitions and joint ventures into our existing operations, or to complete or effectively manage divestitures;

•There are risks inherent in PropTech Investments;

•We may engage in business activities that could result in us holding investment interests in entities which could subject us to regulation under the Investment Company Act of 1940;

•The use of technology that incorporates AI presents risks relating to confidentiality, creation of inaccurate and flawed outputs and emerging regulatory risk, any or all of which may adversely affect our business and results of operations;

•Our quarterly results and other operating metrics may fluctuate from quarter to quarter, which makes these metrics difficult to predict;

•Our debt obligations under our Convertible Notes could impair our financial condition, limit our operational flexibility and result in significant dilution;

•We may not have the ability to raise the funds necessary to settle conversions of our Convertible Notes in cash or to repurchase the Convertible Notes in connection with a Major Transaction, and any other indebtedness we may incur in the future may contain limitations on our ability to pay cash upon conversion or repurchase of the Convertible Notes;

•Douglas Elliman Inc. is a holding company and depends on cash payments from our subsidiaries to pay dividends on our common stock;

•Our liquidity could be adversely affected by conditions in the financial markets or the negative performance of financial institutions;

•Investors’ expectations of our performance relating to environmental, social and governance factors may impose additional costs and expose us to new risks;

•We are periodically subject to claims, lawsuits, government investigations and other proceedings.

•Adverse decisions in litigation or regulatory actions against companies unrelated to us could impact our business practices;

•Some of our potential losses may not be covered by insurance, and we may not be able to obtain or maintain adequate insurance coverage;

•Our fraud detection processes and information security systems may not successfully detect all fraudulent activity by third parties aimed at our employees or agents;

•If we are unable to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or our internal control over financial reporting is not effective, the reliability of our financial statements may be questioned and our stock price may suffer;

•Changes in accounting standards, subjective assumptions and estimates used by management related to complex accounting matters could have an adverse effect on our reported results;

•Prior to December 2024, Douglas Elliman was materially dependent on Vector Group’s performance under various agreements;

•The Distribution could result in significant tax liability; and

•We may have a significant indemnity obligation to Vector Group if the Distribution is treated as a taxable transaction.