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Q - Douglas Elliman

For the period ended Jun 30, 2025. Filed Aug 5, 2025.

View on SEC.gov

About 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.

Jun 30, 2025 · Filed Aug 5, 2025

DOUG$1.56-0.6%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-03-31; filed 2025-05-06.

0001878897-25-000040

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Current report: 10-Q

Period ended 2025-06-30; filed 2025-08-05.

0001878897-25-000050

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The 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 89 previous paragraphs and 102 current paragraphs.

54 unchanged; 29 reworded; 12 added; 5 removed; 1 previous and 7 current paragraphs rearranged.

Tables are not compared: 3 previous and 4 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 (12)

Current report

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.

Current report

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.

Current report

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.

Current report

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.

Current report

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.

Current report

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.

Current report

Six months ended June 30, 2025 Compared to Six months ended June 30, 2024

Current report

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.

Current report

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.

Current report

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.

Current report

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.

Current report

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.
Removed paragraphs (5)

Previous report

We now manage our business as a single business segment. Therefore, prior business segments were recast because our Chief Executive Officer, who became CEO in October 2024 and acts as the Chief Operating Decision Maker, or CODM, began reviewing the operating performance of our business as a whole, instead of on a segment basis as was done prior to January 1, 2025.

Previous report

Furthermore, the CODM now evaluates the operating results and revenue of our business as total real estate services to make decisions. As a result of this change, the nature and substance of information regularly provided to and used by the CODM have been revised. The CODM uses and compares results, which include operating loss and investment and other income, to prior periods and, based on these results, assesses business performance and identifies trends of ongoing operations on a consolidated basis.

Previous report

Three months ended March 31, 2025 Compared to Three months ended March 31, 2024

Previous report

Operations and support. Operations and support expenses were $17,728 for the three months ended March 31, 2025, compared to $18,799 for the three months ended March 31, 2024.

Previous report

General and administrative. General and administrative expenses were $27,325 for the three months ended March 31, 2025, compared to $27,016 for the three months ended March 31, 2024.
Reworded paragraphs (29)

Previous wording

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 quarterly period ended March 31, 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.

Current wording

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.

Previous wording

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 New Valley Ventures subsidiary.

Current wording

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.

Previous wording

As a result, 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 months ended March 31, 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.

Current wording

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.

Previous wording

(a)Represents amortization of stock-based compensation. For the last twelve months ended March 31, 2025, $4,181 of stock-based compensation is included within General and administrative expenses and $1,073 is included within Operations and support expenses on the condensed consolidated statements of operations. For the three months ended March 31, 2025, $1,770 of stock-based compensation is included within General and administrative expenses and $265 is included within Operations and support expenses on the condensed consolidated statements of operations. For the three months ended March 31, 2024, $3,099 of stock-based compensation is included within General and administrative expenses and $256 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.

Current wording

(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

Previous wording

(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 three months ended March 31, 2025, $16,836 and $1,898 are included within General and administrative expenses on the condensed consolidated statements of operations, respectively. For the three months ended March 31, 2024, we incurred such expenses of $18,395 with $645 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 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.

Current wording

(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.

Previous wording

(d) For the last twelve months and three months ended March 31, 2025, $2,420 and $410 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.

Current wording

(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.

Previous wording

•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 months ended March 31, 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.

Current wording

•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.

Previous wording

As discussed above, 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 months ended March 31, 2025 and 2024 will be reported as one segment. For more information, see Note 11. “Segment Information” to our condensed consolidated financial statements.

Current wording

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.

Previous wording

Sales and Marketing. Sales and marketing expenses were $19,739 for the three months ended March 31, 2025, compared to $21,298 for the three months ended March 31, 2024.

Current wording

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.

Previous wording

Technology. Technology expenses were $5,535 for the three months ended March 31, 2025, compared to $5,843 for the three months ended March 31, 2024.

Current wording

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.

Previous wording

Other (expense) income. Other expense was $935 for the three months ended March 31, 2025, compared to other income of $974 for the three months ended March 31, 2024. For the three months ended March 31, 2025, other expense primarily consisted of interest expense of $1,530, a $746 loss from changes in the fair value of the derivative embedded within convertible debt, and net losses realized on investment securities of $22. These were partially offset by interest income of $1,361.

Current wording

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.

Previous wording

Wecalculate 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 an income tax provision for the three months ending March 31, 2025 because we have established a valuation allowance for the full amount of the deferred tax assets. During the three months ending March 31, 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 $977. We refine annual estimates as current information becomes available.

Current wording

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. Wecalculate 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.

Previous wording

Revenues. Our revenues were $253,403 for the three months ended March 31, 2025 compared to $200,239 for the three months ended March 31, 2024. The $53,164 increase in revenues was primarily due to higher commissions and other brokerage income, driven by an increased number of transactions and higher transaction values from existing home sales in both the New York City and Florida markets compared to the 2024 period.

Current wording

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, 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.

Previous wording

Our revenues from commission and other brokerage income totaled $241,143 for the three months ended March 31, 2025, compared to $188,265 for the three months ended March 31, 2024, representing an increase of $52,878. In 2025, our commission and other brokerage income from existing homes sales increased by $16,977 in New York City, $11,769 in the Florida market, $8,409 in the Northeast region (excluding New York City), and $1,143 in the West region. Additionally, our revenues from Development Marketing increased by $14,580, primarily related to the Florida market during the 2025 period compared to 2024.

Current wording

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.

Previous wording

Operating expenses. Our operating expenses were $258,752 for the three months ended March 31, 2025, compared to $241,703 for the three months ended March 31, 2024. The $17,049 increase was primarily due to higher real estate brokerage commissions of $37,509 resulting from increased revenues, partially offset by lower operating expenses, mainly related to a $17,750 litigation settlement incurred in 2024.

Current wording

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.

Previous wording

Real Estate Agent Commissions. As a result of increased commissions and other brokerage income, our real estate agent commissions expense was $186,525 for the three months ended March 31, 2025, compared to $149,016 for the three months ended March 31, 2024, representing an increase of $37,509, or 25.2%. Real estate agent commissions expense as a percentage of revenues decreased to 73.6% for the three months ended March 31, 2025, compared to 74.4% for the three months ended March 31, 2024. This decline was primarily driven by a higher percentage of commission revenues derived from the Development Marketing division as well as existing home sales in the New York City region, which generally pay lower commission rates than those generated in the Southeast (Florida) and West regions.

Current wording

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.

Previous wording

Operating loss. Operating loss was $5,349 for the three months ended March 31, 2025, compared to $41,464 for the three months ended March 31, 2024. The $36,115 decrease in operating loss was primarily due to increased revenues and reduced operating expenses, partially offset by higher commission expenses and the $17,750 litigation settlement.

Current wording

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.

Previous wording

Loss before provision for income taxes. Loss before income taxes was $6,284 for the three months ended March 31, 2025, and $40,490 for the three months ended March 31, 2024.

Current wording

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.

Previous wording

As of March 31, 2025, New Valley Ventures had investments (at a carrying value) of approximately$11,344 in PropTech companies. This amounts to approximately 2% of the value of Douglas Elliman’s total assets, which totaled approximately $494 million as of March 31, 2025.

Current wording

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.

Previous wording

Cash, cash equivalents and restricted cash increased by $3,164 to $145,385, which included $8,614 of restricted cash, during the three months ended March 31, 2025. This compares to a decrease of $29,449, to $100,068, which included restricted cash of $8,617, during the three months ended March 31, 2024.

Current wording

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.

Previous wording

Cash used in operations was $5,617 for the three months ended March 31, 2025, compared to $27,291 for the three months ended March 31, 2024. The decline in the cash used in the 2025 period was attributable to a lower operating loss and favorable changes in working capital, primarily due to increases in other current liabilities. This was partially offset by the absence of income tax refunds and the $17,750 litigation settlement in the three months ended March 31, 2025.

Current wording

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.

Previous wording

Cash provided by investing activities was $8,781 for the three months ended March 31, 2025, compared to cash used in investing activities of $2,158 for the three months ended March 31, 2024. For the three months ended March 31, 2025, cash provided by investing activities was comprised of the proceeds from sale of short-term investments of $54,416 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 $44,612, long-term investments of $67, and capital expenditures of $1,034. For the three months ended March 31, 2024, cash used in investing activities was comprised of capital expenditures of $2,081 and the purchase of investments of $85 in our PropTech business. This was partially offset by distributions of $8 from our investments in equity securities.

Current wording

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.

Previous wording

We continue to evaluate our capital structure and current market conditions related to our capital structure. 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.

Current wording

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.

Previous wording

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.

Current wording

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.

Previous wording

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. Recently, 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.

Current wording

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.

Previous wording

We had cash and cash equivalents of approximately $136,771 as of March 31, 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.

Current wording

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.

Previous wording

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 $30,043 and $37,967 as of March 31, 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).

Current wording

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).

Previous wording

•the impacts of the Inflation Reduction Act of 2022 and the Tax Cuts and Jobs Act of 2017, including the continued impact on the markets of our business,

Current wording

•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,

Previous wording

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.

Current wording

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.
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Current report — wording carried from elsewhere

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.

Current report — wording carried from elsewhere

Three months ended June 30, 2025 Compared to the Three months ended June 30, 2024

Current report — wording carried from elsewhere

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.

Current report — wording carried from elsewhere

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.

Current report — wording carried from elsewhere

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:

Current report — wording carried from elsewhere

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.

Current report — wording carried from elsewhere

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.
Rearranged previous paragraphs (1)

Previous report — wording carried elsewhere

Income tax expense. There was no income tax expense for the three months ended March 31, 2025. The income tax expense for the three months ended March 31, 2024 was $1,195.